Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2020shares | |
Document Information Line Items | |
Entity Registrant Name | Safe-T Group Ltd. |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 726,103,611 |
Amendment Flag | false |
Entity Central Index Key | 0001725332 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2020 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
Document Annual Report | true |
Document Shell Company Report | false |
Document Transition Report | false |
Entity File Number | 001-38610 |
Entity Incorporation, State or Country Code | L3 |
Entity Interactive Data Current | Yes |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 11,017 | $ 4,341 |
Restricted deposits | 29 | |
Accounts receivable: | ||
Trade, net | 645 | 680 |
Other | 897 | 470 |
Current assets | 12,559 | 5,520 |
NON-CURRENT ASSETS: | ||
Long-term restricted deposits | 89 | 82 |
Long-term deposit | 50 | 44 |
Property and equipment, net | 144 | 266 |
Right of use assets | 543 | 441 |
Intangible assets, net | 4,201 | 4,607 |
Goodwill | 5,387 | 6,877 |
Non-current assets | 10,414 | 12,317 |
TOTAL ASSETS | 22,973 | 17,837 |
CURRENT LIABILITIES: | ||
Short-term loan | 4 | |
Accounts payable and accruals: | ||
Trade | 274 | 237 |
Other | 1,358 | 1,553 |
Contract liabilities | 441 | 562 |
Contingent consideration | 915 | 2,170 |
Convertible debentures | 7,151 | |
Derivative financial instruments | 1,448 | 1,637 |
Short-term lease liabilities | 298 | 184 |
Liability in respect of the Israeli Innovation Authority | 8 | |
Current liabilities | 4,734 | 13,506 |
NON-CURRENT LIABILITIES: | ||
Long-term contract liabilities | 41 | 82 |
Long-term lease liabilities | 365 | 324 |
Long-term contingent consideration | 684 | |
Deferred tax liabilities | 793 | 1,040 |
Liability in respect of the Israeli Innovation Authority | 140 | 108 |
Non-current liabilities | 2,023 | 1,554 |
TOTAL LIABILITIES | 6,757 | 15,060 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
EQUITY: | ||
Ordinary shares | ||
Share premium | 71,492 | 52,394 |
Other equity reserves | 15,256 | 13,070 |
Accumulated deficit | (70,532) | (62,687) |
TOTAL EQUITY | 16,216 | 2,777 |
TOTAL EQUITY AND LIABILITIES | $ 22,973 | $ 17,837 |
Consolidated Statements of Prof
Consolidated Statements of Profit or Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Profit or loss [abstract] | |||
REVENUES | $ 4,886 | $ 3,284 | $ 1,466 |
COST OF REVENUES | 2,499 | 1,889 | 791 |
GROSS PROFIT | 2,387 | 1,395 | 675 |
OPERATING EXPENSES: | |||
Research and development expenses | 2,202 | 2,485 | 2,414 |
Selling and marketing expenses | 4,215 | 3,783 | 5,542 |
General and administrative expenses | 4,197 | 3,757 | 1,925 |
Impairment of goodwill | 2,759 | 1,002 | |
Contingent consideration measurement | 345 | 159 | |
TOTAL OPERATING EXPENSES | 13,718 | 11,186 | 9,881 |
OPERATING LOSS | (11,331) | (9,791) | (9,206) |
FINANCIAL INCOME (EXPENSES), net | 3,240 | (3,184) | (2,541) |
LOSS BEFORE TAXES ON INCOME | (8,091) | (12,975) | (11,747) |
TAX BENEFIT (TAXES ON INCOME) | 246 | (23) | (6) |
NET LOSS FOR THE YEAR | $ (7,845) | $ (12,998) | $ (11,753) |
BASIC LOSS PER SHARE (IN DOLLARS) (in Dollars per share) | $ (0.02) | $ (0.96) | $ (6.66) |
DILUTED LOSS PER SHARE (IN DOLLARS) (in Dollars per share) | $ (0.02) | $ (1.03) | $ (6.99) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED TO COMPUTE (IN THOUSANDS): | |||
BASIC LOSS PER SHARE (in Shares) | 442,949 | 13,599 | 1,765 |
DILUTED LOSS PER SHARE (in Shares) | 519,419 | 14,020 | 1,782 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Ordinary shares | Share premium | Other equity reserves | Accumulated deficit | Total |
BALANCE at Dec. 31, 2017 | $ 28,494 | $ 12,583 | $ (37,936) | $ 3,141 | |
Exercise of options | 791 | (689) | 102 | ||
Expiry of options | 493 | (493) | |||
Share-based payments | 381 | 381 | |||
Classification to equity of series B warrants, see Note 16(c) | 3,479 | 3,479 | |||
Placement of shares, net of issuance costs | 2,200 | 23 | 2,223 | ||
Exercise of anti-dilution feature | 2,302 | 2,302 | |||
Public offering, net of issuance costs | 3,835 | 3,835 | |||
Net loss for the year | (11,753) | (11,753) | |||
BALANCE at Dec. 31, 2018 | 41,594 | 11,805 | (49,689) | 3,710 | |
Exercise of options | 30 | (30) | |||
Exercise of warrants and pre-funded warrants | 1,517 | (1,192) | 325 | ||
Expiry of options | 770 | (770) | |||
Share-based payments | 129 | 483 | 612 | ||
Classification to equity of series B warrants, see Note 16(c) | 902 | 902 | |||
Conversion of convertible debentures | 3,263 | 3,263 | |||
Issuance of shares in a business combination | 3,568 | 3,568 | |||
Public offering, net of issuance costs | 621 | 2,774 | 3,395 | ||
Net loss for the year | (12,998) | (12,998) | |||
BALANCE at Dec. 31, 2019 | 52,394 | 13,070 | (62,687) | 2,777 | |
Exercise of options | 8 | (8) | |||
Exercise of warrants and pre-funded warrants | 10,506 | (6,835) | 3,671 | ||
Expiry of options | 9 | (9) | |||
Share-based payments | 742 | 742 | |||
Conversion of convertible debentures | 3,414 | 3,414 | |||
Public offering, net of issuance costs | 5,161 | 8,296 | 13,457 | ||
Net loss for the year | (7,845) | (7,845) | |||
BALANCE at Dec. 31, 2020 | $ 71,492 | $ 15,256 | $ (70,532) | $ 16,216 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parentheticals) - shares shares in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Placement of shares | |||
Net of issuance costs | 1,563 | 187 | |
Public offering | |||
Net of issuance costs | 661 | 840 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of cash flows [abstract] | |||
Net loss for the year | $ (7,845) | $ (12,998) | $ (11,753) |
Adjustments required to reflect the cash flows from operating activities: | |||
Effect of exchange rate differences on cash and cash equivalents balances | 233 | 159 | 54 |
Issuance expenses | 117 | 517 | |
Depreciation and amortization | 1,363 | 1,122 | 342 |
Impairment of goodwill and intangible assets | 2,759 | 1,272 | |
Change in financial liabilities at fair value through profit or loss | (2,987) | 2,596 | 1,891 |
Share-based payments | 742 | 612 | 381 |
Exchange rate differences on restricted deposits balances | (6) | (9) | 6 |
Interest expenses related to convertible debentures | 86 | 92 | |
Total adjustments | 2,190 | 5,961 | 3,191 |
Changes in operating asset and liability items: | |||
Decrease (increase) in trade receivables | 46 | 304 | (210) |
Increase in other receivables | (315) | (64) | (68) |
Increase (decrease) in trade payables | 25 | (36) | (75) |
Increase (decrease) in other payables | (165) | 285 | 84 |
Decrease in deferred issuance expenses | 61 | ||
Increase (decrease) in deferred tax liabilities | (247) | 14 | |
Increase (decrease) in contract liabilities | (301) | (199) | 34 |
Changes in operating asset and liability, total | (957) | 304 | (174) |
Net cash used in operating activities | (6,612) | (6,733) | (8,736) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Business combination, net of cash acquired, see Note 17 | (1,070) | (5,508) | |
Long-term deposit | (6) | (44) | |
Restricted deposits | 28 | 2 | (17) |
Purchase of technology | (100) | (308) | |
Purchase of property and equipment | (41) | (46) | (44) |
Net cash used in investing activities | (1,189) | (5,596) | (369) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from public and private offerings, net of issuance expenses | 13,457 | 4,391 | 9,231 |
Israeli Innovation Authority, net | (8) | (41) | 29 |
Payment of loans | (4) | (20) | |
Proceeds from exercise of options, warrants and pre-funded warrants | 3,671 | 1,177 | 102 |
Proceeds from issuance of convertible debentures | 8,232 | ||
Payment contingent consideration | (1,600) | ||
Repayment of convertible debentures | (680) | (470) | |
Payment of interest related to convertible debentures | (29) | ||
Lease payments (interest and principal) | (126) | (128) | |
Net cash provided by financing activities | 14,710 | 13,112 | 9,362 |
INCREASE IN CASH AND CASH EQUIVALENTS | 6,909 | 783 | 257 |
EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (233) | (159) | (54) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 4,341 | 3,717 | 3,514 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 11,017 | 4,341 | 3,717 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Classification to equity of series B warrants, see Note 16(c) | 902 | 3,479 | |
Issuance of options to consultants (issuance costs) | (23) | ||
Classification to equity of liability in respect to anti-dilution feature | 1,787 | ||
Conversion of convertible debenture into ordinary shares and warrants | 4,778 | 3,199 | |
Shares issued in a business combination, see Note 17 | 3,568 | ||
Contingent consideration assumed in a business combination, see Note 17 | 684 | 2,008 | |
Inception of lease transaction | $ 336 |
General
General | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of general information about financial statements [text block] [Abstract] | |
GENERAL | NOTE 1 - GENERAL: a. Safe-T Group Ltd. (the “Company”) is engaged, as of the date hereof, (i) through its subsidiaries Safe-T Data A.R Ltd. (“Safe-T”) and Safe-T USA Inc. (“Safe-T Inc.”) in the development, marketing and sales of solutions which mitigate cyber-attacks on enterprises’ business-critical services and sensitive data, while ensuring uninterrupted business continuity as well as enabling smooth and efficient traffic flow, interruption-free service; and (ii) through its subsidiaries NetNut Ltd. (“NetNut”) and Chi Cooked LLC (“Chi Cooked”) in providing IP proxy network (“IPPN”) service to business customers. For further information regarding NetNut acquisition on June 12, 2019, and Chi Cooked acquisition on December 8, 2020, see Note 17. b. The Company’s ordinary shares are listed on the Tel Aviv Stock Exchange Ltd. (“TASE”) and as of August 17, 2018, the Company’s American Depositary Shares (the “ADSs”) are listed on the Nasdaq Capital Market (“Nasdaq”). c. Beginning in March 2020, Israel, where the Company’s headquarters office is located, began enforcing social distancing and other rules to limit the spread of infection of COVID-19, which forced the Company to modify the business practices. Due to the resilience of the Company’s operational capabilities, it has been able to continuously serve its clients during this crisis leveraging IT expertise to implement remote connections with employees, customers and vendors, to deliver a functional and productive work-from-home strategy. As a result of the COVID-19, the Company experienced an increase in the sales cycles of new products in the cyber security segment, and a slowdown in sales in some verticals of its IPPN services segment ( with respect to the goodwill impairment, refer to Note 7). d. The Company has suffered recurring losses from operations, has an accumulated deficit as of December 31, 2020, as well as negative operating cash flows in recent years. The Company expects to continue incurring losses and negative cash flows from operations until its products reach commercial profitability. The Company monitors its cash flow projections on a current basis and takes active measures to obtain the funding it requires to continue its operations. These cash flow projections are subject to various risks and uncertainties concerning their fulfilment. These factors and the risk inherent in the Company’s operations raise a substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans include the continued commercialization of the Company’s products and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it may need to reduce activities, curtail or cease operations. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of significant accounting policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: a. Basis of presentation of financial statements The consolidated financial statements as of December 31, 2020 and 2019, and for each of the three years in the period ended December 31, 2020, are in compliance with International Financial Reporting Standards (“IFRS”), and interpretations issued by the IFRS Interpretations Committee applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board. In connection with the presentation of these consolidated financial statements, the following should be noted: 1) The significant accounting policies described below have been applied consistently to all the years presented, unless otherwise stated. 2) The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial liabilities (including derivatives) at fair value through profit or loss, which are presented at fair value. 3) The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Company’s management to exercise its judgment in the process of applying the Company’s accounting policies. Actual results may differ materially from estimates and assumptions used by management. The Company's critical accounting estimates are revenue recognition, impairment of goodwill, valuation of financial liabilities and purchase price allocation (including contingent consideration). See Note 2 for further information. b. Consolidated financial statements Subsidiaries Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. Intercompany balances and transactions, including income and expenses on transactions between the Company’s subsidiaries, are eliminated. The accounting policies applied by the subsidiaries are consistent with the accounting policies adopted by the Company. c. Segment reporting Operating segments are reported in a manner consistent with the internal reporting, which are provided to the chief operating decision maker. The chief operating decision maker is the Company's Chief Executive Officer, who is responsible for allocating resources and assessing the performance of the operating segments. As of December 31, 2020, the Company has two operating segments. For further details, see Note 25. d. Translation of foreign currency balances and transactions 1) Functional and presentation currency Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (the “Functional Currency”). The consolidated financial statements of the Company are presented in U.S. dollars, which is the Company’s Functional Currency. 2) Transactions and balances Transactions made in a currency which is different from the functional currency are translated into the Functional Currency using the exchange rates prevailing at the dates of the transactions or valuations where the items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the end-of-year exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss as finance income (expense). e. Cash and cash equivalents Cash and cash equivalents include cash in hand, short-term bank deposits and other short-term highly liquid investments with original maturities of three months or less, which are subject to insignificant risk of changes in value. f. Trade receivables The trade receivables balance represents the unconditional right to consideration because only the passage of time is required before the payment is due from Company customers for licenses granted or services rendered in the ordinary course of business. If collection is expected within one year or less, trade receivables are classified as current assets. If not, trade receivables are presented as non-current assets. Trade receivables are initially recognized based on their transaction price, and subsequently measured at amortized cost using the effective interest method, less a provision for expected credit losses. For further details, see Note 2(l). g. Property and equipment, net 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, or in case of leasehold improvements, over the shorter of the related lease period or the life of the asset. Depreciation is computed primarily over the following periods: Useful Life in Years Computers and software 3 Office furniture and equipment 7-3 h. Goodwill Goodwill arising from a business combination represents the excess of the overall amount of the consideration transferred, the amount of any non-controlling interests in the acquired company over the net amount as of acquisition date of the identifiable assets acquired and the liabilities assumed. Impairment reviews of the cash-generating-unit (“CGU”) to which goodwill was allocated are undertaken annually and whenever there is any indication of impairment of a CGU. The carrying amount of the Company’s assets, including goodwill, is compared to its recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment loss is allocated to reduce the carrying amount of the Company’s assets at the following order: first to reduce the carrying amount of any goodwill allocated to a CGU and subsequently to the remaining assets of the Company, which fall within the scope of the International Accounting Standard (“IAS”) 36, “Impairment of Assets,” on a proportionate basis based on the carrying amount of each Company asset. Any impairment loss is recognized immediately in profit or loss and is not subsequently reversed. For the years ended December 31, 2020 and 2019, the Company recognized an impairment loss of goodwill in a total amount of $2,759 thousand and $1,002 thousand, respectively. For the year ended December 31, 2018, no impairment loss of goodwill was recognized. For further details, see Note 7. i. Intangible assets 1) Research and development Through December 31, 2020 and 2019, the Company has not met the criteria for capitalizing development expenses as intangible assets, and accordingly, no asset has so far been recognized in the consolidated financial statements in respect of capitalized development expenses. Consequently, the research and development expenses of the Company are fully recognized as incurred. 2) Technology and customer relations a. Technology which was acquired either separately or as part of a business combination is initially measured at fair value at the acquisition date, and amortized between 5-8 years using the straight-line method, with such amortization classified as cost of revenues. b. Customer relations which were acquired as part of a business combination are initially measured at fair value at the acquisition date, and amortized over 7-7.5 years using the straight-line method, with such amortization classified as selling and marketing expenses. j. Impairment of non-monetary assets other than goodwill An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value, less selling costs and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels of identifiable cash flows (CGUs). The Company constitutes three CGUs. Non-monetary assets, other than goodwill, that were impaired, are reviewed annually for possible reversal of the impairment recognized at each balance sheet date. For the years ended December 31, 2020 and 2018, no impermeant loss was recognized. For the year ended December 31, 2019, the Company recognized an impairment loss related to technology in a total amount of $270 thousand. For further details, see Note 7. k. Government grants Government grants received from the Israeli Innovation Authority (the “IIA”) as a participation in research and development performed by Safe-T (the “IIA Grants”) fall into the scope of “forgivable loans” as defined in IAS 20, “Accounting for Government Grants and Disclosure of Government Assistance”. IIA Grants are recognized in accordance with IFRS 9, “Financial Instruments” (“IFRS 9”). If on the date on which the right for the IIA Grants is established, the Company’s management concludes that there is no reasonable assurance that the IIA Grants, to which entitlement has been established, will not be repaid, the Company recognizes a financial liability on that date, which is accounted for under the provisions of IFRS 9 regarding financial liabilities measured at amortized cost. l. Financial assets 1) Classification The Company classifies its financial assets at amortized cost. The classification is determined, among other things, in accordance with the purpose for which the financial assets were acquired. The basis of classification depends on the Company’s business model and the contractual cash flow characteristics of the financial asset. Financial assets at amortized cost are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and their contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These assets are classified as current assets, except for maturities of more than 12 months after the financial position date, which are classified as non-current assets. The Company’s financial assets at amortized cost are included as “accounts receivable,” “restricted deposits”, “deposits” and “cash and cash equivalents” in the consolidated statements of financial position (see sections e and f above). 2) Recognition and measurement Financial assets, which are initially measured at fair value, including any transaction costs, are measured in subsequent periods at amortized cost using the effective interest method, except of for trade receivables (see section f above). 3) Impairment of financial assets - financial assets measured at amortized cost The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost. At each reporting date, the Company assesses whether the credit risk on a financial asset has increased significantly since initial recognition. If the financial asset is determined to have low credit risk at the reporting date, the Company assumes that the credit risk on a financial asset has not increased significantly since initial recognition. The Company measures the loss allowance for expected credit losses on trade receivables that are within the scope of IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) and on financial assets for which the credit risk has increased significantly since initial recognition based on lifetime expected credit losses. Otherwise, the Company measures the loss allowance at an amount equal to 12-month expected credit losses at the current reporting date. m. Financial liabilities 1) Classification The Company early adopted the narrow-scope amendment to IAS 1, “Classification of Liabilities as Current or Non-Current” from January 1, 2019 using the retrospective approach. The amendment was published in January 2020 and issued to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period and specifically whether the entity has the right to defer settlement by at least twelve months. The amendment also affects the classification of liabilities, particularly for liabilities that can be converted into equity as it clarifies that settlement could also be considered through the entity’s own equity instruments. Accordingly, the Company classified in the consolidated statements of financial position convertible debentures and derivative financial instruments as part of current liabilities. Liabilities are classified as non-current if the entity has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendment no longer refers to unconditional rights. The assessment determines whether a right exists, but it does not consider whether the entity will exercise the right. 2) Financial liabilities at fair value through profit or loss The Company designated its convertible debentures as a financial liability at fair value through profit or loss, given the conversion option derivative embedded in such instrument. Changes in the Company’s own credit risk from the date of initial recognition are negligible. The convertible debentures are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction, and are adjusted to reflect the difference between the fair value at initial recognition and the transaction price (“day 1 loss”). Changes are recorded to profit or loss on a periodic basis while unrecognized day 1 loss is amortized over the contractual life of each instrument. The Company accounts for contingent consideration as financial liability at fair value through profit or loss. The contingent consideration is measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. n. Derivatives The Company accounts for warrants with a cashless exercise mechanism and anti-dilution features issued in public and private offering, as financial liabilities. The warrants, compensation and anti-dilution features are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. The Company accounts for warrants and rights to purchase additional debenture (“green-shoe option”) issued pursuant to the 2019 securities purchase agreement, as financial liabilities. The warrants and green-shoe option are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction, adjusted to reflect the day 1 loss. Changes are recorded to profit or loss on a periodic basis while unrecognized day 1 loss is amortized over the contractual life of each instrument. See further details in Note 14. o. Unrecognized day 1 loss A financial liability in which upon initial recognition the transaction price is different than its fair value is initially recognized at fair value, adjusted to reflect the day 1 loss. After initial recognition, the unrecognized day 1 loss of the said financial liability is amortized over the contractual life of each financial liability. Upon conversion or exercise of convertible debentures or warrants for which an unrecognized day 1 loss exists, the carrying amounts are classified to equity. p. Trade payables Trade payables are the Company’s obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognized initially at fair value, and in subsequent periods at amortized cost using the effective interest method. q. Current and deferred income taxes The tax expenses for the reported years comprise current and deferred taxes. Taxes are recognized in the consolidated statements of profit or loss, except to the extent that they relate to items recognized directly in equity. In that case, the tax is also recognized in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the financial position date in the countries where the Company operates and generates taxable income. The Company’s management periodically evaluates the tax aspects applicable to its taxable income based on the relevant tax laws and makes provisions in accordance with the amounts payable to the Israeli Tax Authorities. Deferred income tax is provided using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax liabilities are not accounted for if they arise from initial recognition of goodwill. Also, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the financial position date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The Company does not provide deferred income tax on temporary differences arising from investments in subsidiaries, since the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. r. Employee benefits 1) Severance pay and pension obligations A defined contribution plan is a post-employment benefits scheme under which group companies pay fixed contributions into a separate and independent entity. The Company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Company’s severance pay and pension obligations are generally funded through payments to insurance companies or trustee-administered funds. Under their terms, the said pension plans meet the criteria for defined contribution plan as above. 2) Vacation and recreation pay Every employee is legally entitled to vacation and recreation benefits, which are computed on an annual basis. This entitlement is based on the term of employment. The Company charges a liability and expense due to vacation and recreation pay, based on the benefits that have been accumulated for each employee. s. Share-based payments The Company operates a number of equity-settled, share-based compensation plans, under which the Company receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted excluding the impact of any service and non-market performance vesting conditions. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. In addition, in some circumstances, employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognizing the expense during the period between service commencement period and grant date. At the date of each financial position, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the consolidated statements of profit or loss, with a corresponding adjustment to equity. When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. For plans that include conditions that are not vesting conditions, any relating expenses are immediately recognized in the consolidated statements of profit or loss. When the Company revises the conditions of an equity-settled grant, the Company recognizes an additional expense, in excess of the original expense calculated for every such revision that increases the overall fair value of the granted benefit or benefits the service provider, based on the fair value at the time of revision. t. Revenue recognition 1) General The Company accounts for revenue in accordance with IFRS 15. The model framework consists of five steps for analyzing transactions to determine the timing and amount of revenue recognition. a) Identify the contract with the customer. b) Identify the separate performance obligations in the contract. c) Determine the transaction price. d) Allocate the transaction price to each of the performance obligations in the contract. e) Recognize revenue as each performance obligation is satisfied, while making a distinction between satisfying an obligation on a certain date and satisfying an obligation over time. 2) Accounting for perpetual and term licenses of software and for software as a service Perpetual and term licenses of software The Company’s promise to the customer in granting a license is to provide a right to use the entity’s intellectual property as intellectual property exists (in terms of form and functionality), at the point in time at which the license is granted to the customer. This means that the customer can direct the use of, and obtain substantially all of the remaining benefits from, the license at the point in time at which the license transfers. Therefore, revenue in respect of the license component in such transactions shall be recognized at the time at which the license is granted to the customer. Software as a Service The Company’s revenues from its renewable short-period (up to 3 months) contracts with its customers are recognized ratably over the respective contract periods, since the customers consume benefits from these services. Costs to obtain a contract are expensed as incurred since commissions payable upon renewals are commensurate with the initial commission. 3) Presentation of revenue and revenue related balances The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company controls the specified goods or services before the transfer to its customers. In determining this, the Company follows the accounting guidance for principal-agent considerations. This determination involves judgment and is based on an evaluation of the terms of each arrangement, considering the party that is primarily responsible in the arrangement, whether it bears inventory risk and whether it determines the prices charged to the customers. When an entity that is a principal satisfies a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the goods or services transferred. Sales to resellers are recognized upon delivery of the license to the reseller as the reseller is considered the ultimate customer in such arrangements. Revenue is recognized net of value added tax. The Company recognized obligations in respect of sale contracts at the total amount equal to the total amount of transactions invoiced, net of transactions in respect of which revenues were recognized. 4) Allocation of revenue to multiple performance obligations The Company allocates revenue to licenses, post contract customer support and professional services on a relative stand-alone selling price basis, except in cases in which a stand-alone selling price of an individual performance obligation is highly uncertain or variable, in which case the residual method is used. u. Loss per share Basic loss per share is calculated by dividing net loss for the year by the weighted average number of ordinary shares (including pre-funded warrants). When calculating the diluted loss per share, the Company adjusts the loss attributable to holders of ordinary shares and the weighted average number of shares in issue, to reflect the effect of all potentially dilutive ordinary shares, as follows: The Company adds to the weighted average number of shares in issue that was used to calculate the basic loss per share the weighted average of the number of shares to be issued assuming the all shares that have a potentially dilutive effect would be converted into shares, and adjusts net loss attributable to holders of the Company’s ordinary shares to exclude any profits or losses recorded during the year with respect to potentially dilutive shares. The potential shares, as above, are only taken into account in cases where their effect is dilutive (reducing the earnings per share or increasing the loss per share). v. Leases Commencing January 1, 2019, the Company accounts for leases in accordance with International Financial Reporting Standard No. 16 “Leases” (“IFRS 16”). Accounting policies applied from January 1, 2019, under IFRS 16: The Company’s leases include property and motor vehicle leases. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company reassesses whether a contract is, or contains, a lease only if the terms and conditions of the contract are changed. At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date, including, inter alia, the exercise price of a purchase option if the Company is reasonably certain to exercise that option. Simultaneously, the Company recognizes a right-of-use asset in the amount of the lease liability. The discount rate applied by the Company is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The lease term is the non-cancellable period for which the Company has the right to use an underlying asset, together with both, the periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. After the commencement date, the Company measures the right-of-use asset applying the cost model, less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability. Assets are depreciated by the straight-line method over the estimated useful lives of the right of use assets or the lease period, which is shorter: Years Property 1.3 - 6 Motor vehicles 3 Interest on the lease liability is recognized in profit or loss in each period during the lease term in an amount that produces a constant periodic rate of interest on the remaining balance of the lease liability Accounting policies applied until December 31, 2018, under IAS 17: Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the consolidated statement of profit or loss on a straight-line basis over the period of the lease. w. Business combination The Company accounts for business combinations by applying the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair value of the assets transferred by the acquirer, and the liabilities incurred by the acquirer to former owners of the acquiree, in exchange for control of the acquiree. The consideration transferred also includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Identified assets acquired and liabilities assumed as part of a business combination are initially measured at fair value at the acquisition date, except for certain exceptions in accordance with IFRS 3, “Business Combinations” (Revised). Contingent consideration incurred as a part of a business combination is initially measured at fair value at the acquisition date. Subsequent changes in fair value of contingent consideration are classified as assets or liabilities, are recognized in accordance with IFRS 9 in profit or loss. x. New international financial reporting standards and amendments to existing standards adopted in 2019 and 2020 1) IFRS 16 The Company adopted IFRS 16 on January 1, 2019 using a modified retrospective transition approach. IFRS 16 replaced upon first-time implementation the existing guidance in IAS 17, “Leases” (“IAS 17”). The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases, and is updated mainly the accounting treatment applied by the lessee in a lease transaction. IFRS 16 changed the existing guidance in IAS 17 and requires lessees to recognize a lease liability that reflects future lease payments and a “right-of-use asset” in all lease contracts (except for the following), with no distinction between financing and capital leases. IFRS 16 exempts lessees in short-term leases or the when underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. IFRS 16 also changed the definition of a “lease” and the manner of assessing whether a contract contains a lease. In respect of agreements in which the Company is the lessee, the Company elected to apply the standard for the first time by recognizing lease liabilities, for leases that were previously classified as operating leases, based on the present value of the remaining lease payments, discounted at the incremental interest rate of the lessee as at the date of first-time application. At the same time, the Company recognized a right-of-use asset at an amount equal to the amount of the lease liabilities, adjusted to reflect any prepaid or accrued lease payments in respect of those leases. As a result, the application of the standard had no effect on the retained earnings balance. As part of the first-time application of the standard, the Company elected to apply the following practical expedients: In respect of leases in which the Company is the lessee, to apply a single discount rate to a portfolio of leases with reasonably similar characteristics. For leases in which the Company is the lessee, not to recognize a right-of-use asset and a lease liability in respect of leases whose lease period ends within 12 months of the date of initial application. For leases in which the Company is the lessee, to exclude initial direct costs from the measurement of the right-of-use asset upon initial application. For leases in which the Company is the lessee, to use hindsight in determining the lease term where the contract includes extension or termination options. Furthermore, it should be noted that the Company elected to apply the exemption regarding the recognition of short-term leases and leases in which the value of the underlying asset is low. The weighted average of lessee’s incremental annual borrowing rate applied to the lease liabilities was 13.70%. The effect upon first-time implementation on the Company’s consolidated statements of financial position were right-of-use lease assets of approximately $166 thousand, current lease liabilities of approximately $97 thousand and non-current lease liabilities of approximately $69 thousand. 2) Amendments to IFRS 3 'Business Combinations' - Definition of a Business The amended definition of a business requires an acqui |
Financial Instruments and Finan
Financial Instruments and Financial Risk Management | 12 Months Ended |
Dec. 31, 2020 | |
Financial Instruments and Financial Risk Management [Abstract] | |
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT | NOTE 3 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT: a. Financial risk management Financial risk factors The Company’s activities expose it to a variety of financial risks: credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. Risk management is carried out by the Company’s finance department in accordance with a policy approved by the Board of Directors. The Company’s finance department identifies, evaluates and hedges the financial risks. The Board of Directors provides written principles for the overall management of the risks. 1) Credit risks Most of the Company’s credit risks arise from trade receivables. The Company mitigates the risk by ensuring its costumer has sufficient funds to meet its needs and by selling to customers of high credit quality. No credit limits were exceeded in 2020 and 2019 and management does not expect any losses from non-performance by these counterparties beyond those that have already been recognized. 2) Foreign exchange risk The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the New Israeli Shekel (“NIS”). Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities denominated in foreign currency. The Company hedges and minimizes the foreign exchange risk by ensuring that the amounts of net current assets at a specific point in time correspond to the amount of current liabilities at that point in time. 3) Liquidity risk Prudent liquidity risk management requires maintaining sufficient cash and cash equivalents. The Company works to maintain sufficient cash and cash equivalents, taking into account forecasts as to the cash flows required to fund its activities, in order to minimize the liquidity risk to which it is exposed. Cash flow forecasting is performed by the Company’s finance department on a consolidated basis. The Company monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs. Surplus cash held by the operating entities of the Company over and above the balance required for working capital management are invested in interest bearing current accounts and time deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts. The table below categorizes non-derivative financial liabilities into relevant maturity groupings based on the remaining period at financial position date to the contractual maturity date. Derivative financial liabilities are included in the analysis if their contractual maturities are essential for an understanding of the timing of the cash flows. Less than Between U.S. dollars in thousands December 31, 2020: Contingent consideration 915 684 Lease liabilities 298 365 IIA liability - 140 Trade payables and other payables 1,632 - 2,845 1,189 December 31, 2019: Contingent consideration 2,170 - Short-term loan 4 - Convertible debentures 7,151 - Lease liabilities 184 324 IIA liability 8 108 Trade payables and other payables 1,790 - 11,307 432 b. Fair value estimation Below analyzes financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: ● Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). ● Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). ● Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). Level 1 and level 2 financial instruments: As of December 31, 2020, and 2019 the Company has no financial assets or liabilities measured at level 1 or 2. Level 3 financial instruments: As of December 31, 2020 and 2019, the Company has several financial liabilities measured at fair value through profit or loss, which meet the level 3 criteria. As of December 31, 2020 and 2019, the Company has no financial assets at level 3. c. Fair value measurements based on unobservable data (level 3) The Company evaluated the fair value of convertible debentures, contingent consideration, derivative financial instruments and anti-dilution feature that were issued in connection with capital raising transactions. The following table presents the changes in level 3 financial instruments for each of the three years in the period ended December 31, 2020: Contingent consideration Convertible debentures Derivative financial instruments Total U.S. dollar in thousands Balance as of January 1, 2020 2,170 7,151 1,637 10,958 Initial recognition of financial liability 684 - 1,450 2,134 Conversion to equity of financial liability - (4,778 ) - (4,778 ) Repayment of convertible debentures - (680 ) - (680 ) Payment of contingent consideration (1,600 ) - - (1,600 ) Recognition of day 1 loss within profit or loss - - 329 329 Changes in fair value recognized within profit or loss 345 (1,693 ) (1,968 ) (3,316 ) Balance as of December 31, 2020 1,599 - 1,448 3,047 Contingent consideration Convertible debentures Derivative financial instruments Total U.S. dollar in thousands Balance as of January 1, 2019 - - - - Initial recognition of financial liability 2,008 13,257 9,980 25,245 Initial recognition of unrecognized day 1 loss - (5,836 ) (4,856 ) (10,692 ) Conversion to equity of or other financial liability - (4,501 ) (1,061 ) (5,562 ) Repayment of convertible debentures - (470 ) - (470 ) Recognition of day 1 loss within profit or loss - 4,198 2,551 6,749 Changes in fair value recognized within profit or loss 162 503 (4,977 ) (4,312 ) Balance as of December 31, 2019 2,170 7,151 1,637 10,958 Anti-dilution feature Derivative financial instruments Total U.S. dollar in thousands Balance as of January 1, 2018 692 61 753 Initial recognition 497 2,678 3,175 Changes in fair value recognized within profit or loss 598 1,641 2,239 Classification to equity of Series B warrants - (3,479 ) (3,479 ) Classification to level 1, see Note 16(c) - (901 ) (901 ) Exercise of anti-dilution feature (1,787 ) - (1,787 ) Balance as of December 31, 2018 - - - d. Financial instruments Financial assets at amortized cost U.S. dollars December 31, 2020 Assets: Cash and cash equivalents 11,017 Trade receivable and other receivables (excluding prepaid expenses) 981 Long-term deposit 50 12,048 Financial assets at amortized cost U.S. dollars December 31, 2019 Assets: Cash and cash equivalents 4,341 Trade receivable and other receivables (excluding prepaid expenses) 970 Long-term deposit 44 Restricted deposits 29 5,384 Liabilities at fair value through profit or loss Financial liabilities at amortized cost Total U.S. dollars in thousands December 31, 2020 Liabilities: Contingent consideration 1,599 - 1,599 Lease liabilities - 663 663 Trade payables and other payables - 1,632 1,632 IIA liability - 140 140 Derivative financial instruments 1,448 - 1,448 3,047 2,435 5,482 December 31, 2019 Liabilities: Short-term loan - 4 4 Contingent consideration 2,170 - 2,170 Convertible debentures 7,151 - 7,151 Lease liabilities - 508 508 Trade payables and other payables - 1,790 1,790 IIA liability - 116 116 Derivative financial instruments 1,637 - 1,637 10,958 2,418 13,376 Assets and liabilities, which are not measured on a recurring basis at fair value, are presented at their carrying amount, which approximates their fair value. e. Valuation processes of the Company Set forth below are details regarding the valuation processes of the Company through the year ended 2020 and 2019 (for each initial recognition, financial position date and upon conversion or exercise of such instruments): 1) Convertible debentures - the Company used the binomial share price model, using the following principal assumptions (see Note 14): Year ended December 31, 2020 2019 Risk-free interest rate 0.16% - 0.4% 1.59% - 2.42% Expected term (in years) 0.68 - 1.24 0.93 - 1.5 Expected volatility 84.52% - 125.97% 83.55% - 101.89% 2) Derivative financial instruments - the Company used the binomial share price model, using the following principal assumptions (see Note 14): Year ended December 31, 2020 2019 Risk-free interest rate 0.21 % 1.58% - 2.38% Expected term (in years) 3.43 4.43 - 5 Expected volatility 104.47 % 83.32% - 85.42% The Company also used the Black-Scholes model for its MFN Warrants, using the following principal assumptions: Year ended December 31, 2020 2019 Risk-free interest rate 0.23% - 0.37% 1.76% Expected term (in years) 3.86 - 5 5.5 Expected volatility 95.43% - 101.48% 84.4% 3) Contingent considerations - the Company used the Monte Carlo method, using the following principal assumptions (see Note 17): Year ended December 31, 2020 2019 Risk-free interest rate 0.1% 1.88% Expected term (in years) 1.06 0.55 Expected volatility of revenue or both revenue and variable expenses 50.1% 51.9% |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of cash and cash equivalents [text block] [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 4 - CASH AND CASH EQUIVALENTS: As of December 31, 2020 and 2019, the balance of cash and cash equivalents was comprised of cash at banks and at PayPal accounts. |
Account Receivable - Trade, Net
Account Receivable - Trade, Net | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of trade and other receivables [text block] [Abstract] | |
ACCOUNT RECEIVABLE - TRADE, net | NOTE 5 - ACCOUNTS RECEIVABLE - TRADE, net: As of December 31, 2020 and 2019, the balance of accounts receivable - trade was comprised of open accounts. As of December 31, 2020, the Company has no provision for credit losses. As of December 31, 2019, the Company has a provision for credit losses in an amount of $95 thousand. The Company has no customers that exceed their customary credit terms. For the year ended December 31, 2020 and 2019, the Company recorded a debt write-off in an amount of $62 thousand and $29 thousand, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of property, plant and equipment [text block] [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 PROPERTY AND EQUIPMENT, NET: December 31, 2020 2019 2018 U.S. dollars in thousands Cost: Computers and software 407 382 186 Office furniture and equipment 148 131 104 Leasehold improvements 56 56 46 611 569 336 Less – accumulated depreciation (467 ) (303 ) (193 ) Property and equipment, net 144 266 143 Depreciation expenses for the years ended December 31, 2020, 2019 and 2018, were $164 thousand, $110 thousand and $68 thousand, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of intangible assets [text block] [Abstract] | |
INTANGIBLE ASSETS | NOTE 7 - INTANGIBLE ASSETS: a. Composition Cost Accumulated amortization Balance at Additions Impairment Balance Balance at Additions Retirements Balance Amortized balance beginning during during at end beginning during During at end December 31, 2020: of year the year the year of year of year the year the year of year 2020 U.S. dollar in thousands Technology 4,959 100 - 5,059 592 983 1,575 3,484 Customer relations 259 515 - 774 19 38 - 57 717 Goodwill 6,877 1,269 (2,759 ) 5,387 - 5,387 12,095 1,884 (2,759 ) 11,220 611 1,021 - 1,632 9,588 Cost Accumulated amortization Balance at Additions Retirements and Impairment Balance Balance at Additions Retirements Balance Amortized balance beginning during during at end beginning during During at end December 31, 2019: of year the year the year of year of year the year the year of year 2019 U.S. dollar in thousands Technology 2,263 4,651 (1,955 ) 4,959 1,469 808 (1,685 ) 592 4,367 Customer relations 38 259 (38 ) 259 36 21 (38 ) 19 240 Goodwill 523 7,356 (1,002 ) 6,877 - - - - 6,877 2,824 12,266 (2,995 ) 12,095 1,505 829 (1,723 ) 611 11,484 Cost Accumulated amortization Balance at Additions Retirements Balance Balance at Additions Retirements Balance Amortized balance beginning during during at end beginning during During at end December 31, 2018: of year the year the year of year of year the year the year of year 2018 U.S. dollar in thousands Technology 1,955 308 - 2,263 1,199 270 - 1,469 794 Customer relations 38 - - 38 30 6 - 36 2 Goodwill 523 - - 523 - - - - 523 2,516 308 - 2,824 1,229 276 - 1,505 1,319 Amortization expenses for the years ended December 31, 2020, 2019 and 2018 were $1,021 thousand, $829 thousand and $276 thousand, respectively. b. Testing of goodwill impairment As required by IAS 36 Impairment of Assets For the year ended December 31, 2020 NetNut CGU As of March 31, 2020, the Company performed a goodwill impairment test for its NetNut CGU. The indicators for the quantitative assessment for goodwill impairment included a decrease in forecasted operating results, among others, due to the COVID-19 implications. For the purpose of the goodwill impairment test, the recoverable amount was assessed by management based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a six-year forecasted period alongside with a terminal value beyond such forecast period. Cash flows beyond the six-year period to be generated from continuing use are extrapolated using estimated growth rate. The growth rate represents the long-term average growth prospects of the CGU. As a result of the impairment test, the Company recognized an impairment loss of $800 thousand. The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 2%, after-tax discount rate of 20.9% and pre-tax discount rate of 22.9%. As of December 31, 2020, the Company performed the annually goodwill impairment test for its NetNut CGU. The quantitative assessment for goodwill impairment included a decrease in forecasted operating results, among others, due to a potential substantial short-term legal affairs. For the purpose of the goodwill impairment test, the recoverable amount was assessed by management based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a five-year forecasted period alongside with a terminal value beyond such forecast period. Cash flows beyond the five-year period to be generated from continuing use are extrapolated using estimated growth rate. The growth rate represents the long-term average growth prospects of the CGU. As a result of the impairment test, the Company recognized an additional impairment loss of $1,959 thousand. The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 2%, after-tax discount rate of 20.7% and pre-tax discount rate of 22.5%. A hypothetical decrease in the growth rate of 1% or an increase of 1% to the discount rate would reduce the value-in-use by approximately $317 thousand and $639 thousand, respectively, and could trigger a potential impairment. As of December 31, 2020, the balance of goodwill related to the NetNut CGU amounted to $4,118 thousand. Chi Cooked CGU As of December 31, 2020, the balance of goodwill related to the Chi Cooked CGU amounted to $1,269 thousand and was acquired as a part of Chi Cooked acquisition on December 8, 2020. For further information, see Note 17. As of December 31, 2020, the balance of goodwill related to the Chi Cooked CGU amounted to $1,269 thousand. For the year ended December 31, 2019 NetNut CGU As of December 31, 2019, the Company performed a goodwill impairment test for its NetNut CGU. The indicators for the quantitative assessment for goodwill impairment included a decrease in forecasted operating results. For the purpose of the goodwill impairment test, the recoverable amount was assessed by management based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a six-year forecasted period alongside with a terminal value beyond such forecast period. Cash flows beyond the six-year period to be generated from continuing use are extrapolated using estimated growth rate. The growth rate represents the long-term average growth prospects of the CGU. As a result of the impairment test, the Company recognized an impairment loss of $479 thousand. The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 2%, after-tax discount rate of 20.5% and pre-tax discount rate of 22.8%. A hypothetical decrease in the growth rate of 1% or an increase of 1% to the discount rate would reduce the value-in-use by approximately $300 thousand and $711 thousand, respectively, and could trigger a potential impairment. As of December 31, 2019, the balance of goodwill related to the NetNut CGU amounted to $6,877 thousand. Safe-T CGU As of December 31, 2019, the Company performed a goodwill impairment test for its Safe-T CGU. For the purpose of the goodwill impairment test, the recoverable amount was assessed by management based on financial performance and future strategies considering current and expected market and economic conditions. As a result of the impairment test, the Company recognized an impairment loss of $523 thousand. As of December 31, 2019, the entire balance of goodwill related to the Safe-T CGU was written-off. For the year ended December 31, 2018 Safe-T CGU As of December 31, 2018, the Company performed a goodwill impairment test for its Safe-T CGU. For the purpose of the goodwill impairment test, the recoverable amount was calculated based on its fair value less cost to sell of Company’s share. As of December 31, 2018, the recoverable amount exceeded the Company’s equity and therefore no goodwill impairment existed. c. Intangible assets purchase 1. On June 12, 2019, the Company completed the acquisition of NetNut, and certain assets required for NetNut’s operations. The intangible assets included are technology and customer supplier which are amortized over 5 years and classified to cost of revenues, and customer relations which are amortized over 7.5 years and classified to selling and marketing expenses. For further details, see Note 17. 2. On December 8, 2020, the Company completed the acquisition of Chi Cooked. The intangible assets included are customer relations which are amortized over 7 years and classified to selling and marketing expenses. For further details, see Note 17. 3. On December 24, 2020, NetNut signed an agreement for the purchase of a Virtual Private Network Platform in the amount of $200 thousand and additional revenue share payments for a period of two years commencing the delivery date. As of December 31, 2020, such technology was not yet delivered, and as a such, the Company recognized an intangible asset of $67 thousand, which represents the amount paid by the Company as of the financial position date. On December 28, 2020, NetNut signed an additional agreement with the same seller, for the purchase of a customized open-source residential software in the amount of $100 thousand. As of December 31, 2020, such technology was not yet delivered, and as such, the Company recognized an intangible asset of $33 thousand, which represents the amount paid by the Company as of the financial position date. |
Interests in Other Entities
Interests in Other Entities | 12 Months Ended |
Dec. 31, 2020 | |
Interests In Other Entities [Abstract] | |
INTERESTS IN OTHER ENTITIES | NOTE 8 - INTERESTS IN OTHER ENTITIES Subsidiaries: Set forth below are details regarding the Company’s subsidiaries as of December 31, 2020 and 2019: Name of company Principal Nature of business activities Percentage held directly by the Company Rate of shares held by the Company % Safe-T Data A.R Ltd. Israel Development of data security software 100 100 Safe-T USA Inc. USA Business development and sales in the USA - 100 NetNut Ltd.(1) Israel Business IPPN solution 100 100 Chi Cooked LLC (2) USA IPPN solution - 100 (1) Acquired on June 12, 2019 (2) Acquired on December 8, 2020 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2020 | |
Taxes on Income [Abstract] | |
TAXES ON INCOME | NOTE 9 - TAXES ON INCOME: a. Corporate taxation The income of the Company, Safe-T and NetNut is taxed at the regular corporate tax rate in Israel, which is 23% for the year 2018 and thereafter. Safe-T Inc. was taxed at a regular U.S. federal tax rate of 21% for the tax years 2020, 2019 and 2018. For the year ended December 31, 2020, Safe-T Inc and Chi Cooked will file a consolidated tax return, with Chi Cooked’s taxation period starting from its acquisition date by Safe-T Inc. b. Tax assessments Tax assessments filed by the Company and Safe-T by 2015 are considered final. The tax assessment filed by the Safe-T Inc. by 2016 is considered final. NetNut and Chi Cooked have not received tax assessments since their incorporation. c. Carryforward tax losses Carryforward tax losses in Israel of the Company amounted to approximately $3.9 million and $1.8 million as of December 31, 2020 and 2019, respectively. Carryforward tax losses in Israel of Safe-T amounted to approximately $38.5 million and $31.5 million as of December 31, 2020 and 2019, respectively. Carryforward tax losses in Israel of NetNut amounted to approximately $1.6 million and $0.4 million as of December 31, 2020 and 2019, respectively. The Company did not recognize deferred taxes for these losses since their utilization is not expected in the foreseeable future. d. Deferred taxes Property, plant and equipment, net Intangible assets, net Total Balance as of January 1, 2020 (33 ) (1,007 ) (1,040 ) Changes during the year: Taxes on income 23 224 247 Balance as of December 31, 2020 (10 ) (783 ) (793 ) Property, plant and equipment, net Intangible assets, net Carryforward tax losses Total U.S. dollar in thousands Balance as of January 1, 2019 - - - - Initial recognition due to business combination (46 ) (1,129 ) 149 (1,026 ) Changes during the year: Taxes on income 13 122 (149 ) (14 ) Balance as of December 31, 2019 (33 ) (1,007 ) - (1,040 ) e. Theoretical tax reconciliation Following is a reconciliation of the theoretical tax expense, assuming all income is taxed at the regular tax rates applicable to companies in Israel (see section a above) and the actual tax expense: Year ended December 31, 2020 2019 2018 % U.S. dollars % U.S. dollars in thousands % U.S. dollars Loss before taxes on income, as reported in the statement of profit or loss 100 8,091 100 12,975 100 11,747 Theoretical tax saving on this profit or loss (23 ) (1,861 ) (23 ) (2,984 ) (23 ) (2,702 ) Increase in taxes resulting from permanent differences - non-deductible expenses 1.1 86 8.0 1,039 4.5 524 Increase in taxes resulting from losses in the reported year for which deferred taxes were not recognized 18.9 1,529 15.2 1,968 18.6 2,184 Tax expenses (3.04 ) (246 ) 0.18 23 0.05 6 |
Accounts Payable and Accruals
Accounts Payable and Accruals | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUALS | NOTE 10- ACCOUNTS PAYABLE AND ACCRUALS: a. Accounts payable - other December 31 2020 2019 U.S. dollars in thousands Employees and related institutions 698 654 Accrued expenses 660 899 1,358 1,553 b. The carrying amount of accounts payable, which are financial liabilities, is a reasonable approximation of their fair value since the effect of discounting is immaterial. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of commitments [text block] [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 11 - COMMITMENTS AND CONTINGENT LIABILITIES: a. Royalties payable to the IIA 1) Under the terms of a plan with IIA, Safe-T is committed to pay royalties to the IIA on proceeds from sales of products in the research and development of which the IIA participated by way of grants. Royalties are payable at the rate of 3% to 3.5% of the proceeds from such sales. Safe-T completed the performance of the plan on October 31, 2015, and filed a final report to the IIA, who approved the report. Since 2015, Safe-T received a total of $146 thousand in grants. In February 2020, Safe-T paid final royalties and has no further royalties' payments obligation. Safe-T is still liable to certain limitations under the IIA law. 2) On July 2, 2018, Safe-T completed the purchase of the intellectual property of CyKick. As part of such purchase, Safe-T committed to take CyKick’s liability of $374 thousand to pay royalties to the IIA on proceeds from sales of products in the research and development of which the IIA participated by way of grants. Royalties are payable at the rate of 3% to 3.5% of the proceeds from such sales. For the year ended December 31, 2020, the Company paid royalties in an amount of $9 thousand. As of December 31, 2020 and 2019, the Company liability to pay the IIA royalties for future sales of CyKick’s technology on the consolidated financial position amounted to approximately $140 and 108 thousand, respectively. b. Luminati action On June 11, 2020, Luminati Networks Ltd. (“Luminati”) filed an action alleging infringement of patent against several companies, including against NetNut. The action was filed in the United States District Court, Eastern District of Texas, Marshal Division. The complaint was served to the Company on June 30, 2020. Management is of the opinion that no violation was made by NetNut with respect to the asserted patents. NetNut denies any wrongdoing or liability and intends to defend itself against this complaint. The case is in its early stage and Luminati has not yet identified an alleged damage amount. As such, no amounts have been accrued related to the outcome of such claim. c. Contingent consideration related to NetNut acquisition As a result of a commercial dispute relating to the Share and Asset Purchase Agreement with respect to NetNut’s acquisition (as further described in Note (17a)), on June 25, 2020, the Company entered into a settlement and release of claims agreement (the “Settlement Agreement”) with certain former shareholders of NetNut (the “Settling Shareholders”), consisting of 80% of the holdings of the former shareholders of NetNut, pursuant to which the Company will make certain payments to the Settling Shareholders in lieu of paying the Earnout Amount. On June 29, 2020, the Company paid $1.6 million on behalf of the Settlement Agreement. Also, based on the Settlement Agreement terms, the Company committed to pay by April 30, 2021 an additional earn-out payment ranging between $440 thousand and $800 thousand, depending on NetNut’s financial results for 2020. As of December 31, 2020, based on NetNut’s financial results, the final earn-out payment was set to $440,000. As for the remining shareholder of NetNut, which elected not to join the Settling Shareholders as of December 31, 2020, the Company recorded a contingent consideration of $475 thousand, based on the same terms and amounts agreed with the Settling Shareholders within the Settlement Agreement. For further information regarding the settlement agreement signed with such shareholder after the financial position date, see Note 26(b). As of December 31, 2020, the total contingent consideration related to NetNut acquisition amounted to $915 thousand. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of leases [text block] [Abstract] | |
LEASES | NOTE 12 - LEASES: a. Right-of-use assets Balance at Additions Disposals Balance at beginning during during end of of year year year year U.S. dollars in thousands For the year ended December 31, 2020 Cost Property 465 174 - 639 Motor vehicles 113 162 (104 ) 171 578 336 (104 ) 810 Balance at Additions Disposals Balance at beginning during during end of of year year year year U.S. dollars in thousands For the year ended December 31, 2019 Cost Property 19 446 - 465 Motor vehicles 147 26 (60 ) 113 166 472 (60 ) 578 Balance at Amortization Additions Disposals Balance at beginning during during during end of of year year year year year U.S. dollars in thousands For the year ended December 31, 2020 Accumulated amortization Property (106 ) (98 ) - - (204 ) Motor vehicles (31 ) (81 ) - 49 63 ) (137 ) (179 ) - 49 (267 ) Balance at Amortization Additions Disposals Balance at beginning during during during end of of year year year year year U.S. dollars in thousands For the year ended December 31, 2019 Accumulated amortization Property - (65 ) (41 ) - (106 ) Motor vehicles - (50 ) - 19 (31 ) - (115 ) (41 ) 19 (137 ) b. Lease liabilities Balance at Additions Interest expense Termination Payments Balance at beginning during during during during end of of year year year year year year U.S. dollars in thousands Composition in 2020 Property 431 174 77 - (148 ) 534 Motor vehicles 77 162 8 (52 ) (66 ) 129 508 336 85 (52 ) (214 ) 663 Short-term lease liabilities: Property 235 Motor vehicles 63 Long-term lease liabilities: Property 299 Motor vehicles 66 663 Balance at Additions Interest expense Termination Payments Balance at beginning during during during during end of of year year year year year year U.S. dollars in thousands Composition in 2019 Property 19 443 49 - (80 ) 431 Motor vehicles 147 26 27 (44 ) (79 ) 77 166 469 76 (44 ) (159 ) 508 Short-term lease liabilities: Property 135 Motor vehicles 49 Long-term lease liabilities: Property 296 Motor vehicles 28 508 Expense relating to short-term leases for the year ended December 31, 2020 and 2019 amounted to $123 and $211 thousand, respectively. |
Retirement Benefits Obligation
Retirement Benefits Obligation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Retirement Benefits Obligation [Abstract] | |
RETIREMENT BENEFITS OBLIGATION | NOTE 13 - RETIREMENT BENEFITS OBLIGATION: a. Liability for employee rights upon retirement Labor laws and agreements require the Company to pay severance pay and/or pensions to employees dismissed or retiring from their employ in certain other circumstances. The amounts of benefits those employees are entitled to upon retirement are based on the number of years of service and the last monthly salary. Also, under labor laws and labor agreements in effect, including the Expansion Order (Combined Version) for Obligatory Pension under the Collective Agreements Law of 1957 (the “Expansion Order”), the Company is liable to make deposits with provident funds, pension funds or other such funds, to cover its employees’ pension insurance as well as some of its severance pay liabilities. Under the terms of the Expansion Order, the Company deposits for severance pay as required under the Expansion Order as well as other deposits made by those companies “in lieu of severance pay” and which were announced as such as required under the Expansion Order, replace all payment of severance pay under Section 14 of the Israeli Severance Pay Law, 1963 (the “Severance Pay Law”) with respect to the wages, components, periods and rates for which the deposit alone was made. b. Defined contribution plans The Company’s severance pay liability to Israeli employees for which the said liability is covered under section 14 of the Severance Pay Law is covered by regular deposits with defined contribution plans. The amounts funded as above are not reflected in the consolidated statements of financial position. The amounts recognized as expense in respect of defined contribution plans in 2020, 2019 and 2018, are $177 thousand, $205 thousand and $234 thousand, respectively. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of borrowings [text block] [Abstract] | |
CONVERTIBLE DEBENTURES | NOTE 14 - CONVERTIBLE DEBENTURES On April 9, 2019, the Company entered into a Securities Purchase Agreement (the “April 2019 SPA”) with certain lenders (the “Lenders”), according to which, the Company obtained a convertible loan in an aggregate amount of $6 million (the “Transaction Price”), for the issuance of convertible debentures (the “Convertible Debentures,” or the “Debentures”) and 146,341 warrants (the “Warrants”) to purchase up to 146,341 ADSs. The first tranche of the loan, in the amount of $1 million was received during April 2019, and the second tranche, in the amount of $5 million, was received during June 2019. The Convertible Debentures have an 18-month term from issuance and bear interest at 8% per annum payable quarterly in cash or ADSs. The Debentures’ initial conversion price was set to $41 per ADS, and then was several times reset following triggering of an adjustment mechanism that was agreed upon in the April 2019 Agreement, setting forth that the conversion price will be reset, if there is a subsequent issuance of the Company’s securities, below the conversion price, to the price of the subsequent issuance. The Debentures contain other customary anti-dilution features, with the Black-Scholes value of the Debentures payable upon the occurrence of a fundamental transaction. The Company can redeem the Debentures after the effective date, which was set as June 4, 2019, upon a 20 trading days prior notice to the Lenders at 120% of the principal amount of the Debentures, plus accrued interest. Upon issuance, the Warrants had an exercise price of $47.15 per ADS, with 100% warrant coverage to the value of the Debentures. The Warrants have a five-year term and will be exercisable for cash or on a cashless basis if no resale registration statement is available for resale of the ADSs issuable upon exercise. The exercise price of the Warrants was reset several times, in accordance with the adjustment mechanism setting forth that if within 18-month from the issuance of the Warrants, there is a subsequent issuance of the Company’s securities below the exercise price, to the price of the subsequent issuance. The Warrants contain other customary anti-dilution features, with the Black-Scholes value of the Warrants payable upon the occurrence of a fundamental transaction. Each Lender was granted a 12-month participation right in a subsequent financing, up to the amount equal to 50% of the subsequent financing, which expired on June 5, 2020. The Lenders had a right to purchase additional debentures on the same terms until six months from June 4, 2019 (“Greenshoe Option”), which was extended until January 4, 2020. The Lenders also have a most favored nation right (the “Most Favored Nation Right” or “MFN”) for the term of the debenture with respect to a subsequent financing on better terms, such that the Lenders may convert into the subsequent financing terms on a dollar-for-dollar basis. Each of the Company’s wholly owned subsidiaries guarantees the obligations under the April 2019 Agreement. The Debentures and Warrants contain customary beneficial ownership blockers for the Lenders, which will prevent a Lender from acquiring a controlling block in the Company. On July 22, 2019, the Company signed a repricing agreement with the Lenders (the “Repricing Agreement”) pursuant to which in exchange for the exercise of 36,232 Warrants into ADSs, the Company reduced the exercise price of these Warrants to $27.60 per ADS. The Repricing Agreement was considered as a dilutive issuance, and as a result triggered also the adjustment of the Debenture conversion price and the exercise price of other outstanding Warrants to $27.60. Following the execution of the Repricing Agreement, the Lenders exercised the Warrants into 36,232 ADSs (representing 1,449,280 ordinary shares of the Company) on July 24, 2019, for consideration of $1 million. On August 30, 2019, the Company signed an additional repricing agreement (the “Second Repricing Agreement”) with one of the Lenders pursuant to which in exchange for the exercise of 5,020 Warrants into ADSs, the Company reduced the exercise price of these Warrants to $19.92 per ADS. The Second Repricing Agreement was considered, again, as a dilutive issuance, and as a result triggered another adjustment of the Debenture conversion price and the exercise price of other outstanding Warrants to $19.92. Following the execution of the Second Repricing Agreement, the Lender exercised the said Warrants into 5,020 ADSs (representing 200,800 ordinary shares of the Company) on August 30, 2019 for consideration of $100 thousand. On August 30, 2019, pursuant to a partial exercise of such Lenders’ Greenshoe Option, the Company signed a second securities purchase agreement, according to which the Company obtained another convertible loan from one of the Lenders in the amount of $400 thousand (the “August Greenshoe Debentures”). The August Greenshoe Debentures have an 18-month term from issuance and bear interest at 8% per annum payable quarterly in cash or ADSs. Upon issuance, the August Greenshoe Debentures were convertible at $19.92. The conversion price of the August Greenshoe Debentures would reset, but not below $8 per ADS, if there was a subsequent issuance of the Company’s securities below the conversion price per share, to the price of the subsequent issuance. On October 31, 2019, the Company signed an additional securities purchase agreement, according to which the Company obtained another convertible loan from one of the Lenders, who partially exercised its Greenshoe Option in the amount of $500 thousand (the “October Greenshoe Debentures”). The October Greenshoe Debentures had an 18-month term from issuance and bear interest at 8% per annum payable quarterly in cash or ADSs. The October Greenshoe Debentures’ initial conversion price was $8.00 per ADS, subject to adjustments. The Company also signed an amendment to the April 2019 SPA with this Lender, that in exchange for waiving his Most Favored Nation Right with respect to the November 5, 2019 public offering, this Lender was able to exercise this right at any time following this offering, under the offering terms. On November 5, 2019, the Company repaid Debentures in the amount of $470 thousand to the other Lender. Also, the Company paid to the other Lender an amount of $330 thousand for waiving his Most Favored Nation Right with respect only to the November 5, 2019 public offering. Following a public offering of the Company’s ADSs on November 5, 2019, the outstanding Warrants price of the said Lender was reset to $8.00. The Company also agreed with one of the Lenders that he may exercise his respective Most Favored Nation Rights at any time for their total outstanding Debenture balance, while the respective Debenture was outstanding, in connection with the Company’s November 2019 Public Offering. If the Lender decided to exercise his Most Favored Nation Rights in connection with the November 2019 Public Offering, then the Lender would exchange his debentures for (i) ADSs at an exchange rate equal to $7.00, the per ADS offering price in the November 2019 Public Offering, and (ii) an even number of ADS purchase warrants at $7.70 per ADS (the “$7.70 MFN Warrants”), which $7.70 MFN Warrants were to be in form and substance identical to the warrants issued in the concurrent private placement to the November 2019 Public Offering, except for also having cashless exercise mechanism. During November 2019, the lender converted debentures at an aggregate amount of approximately $1.6 million and was issued with 344,144 $7.70 MFN Warrants at expiration terms of 5 years from issuance. On December 4, 2019, the Company agreed to extend the Lenders’ Greenshoe Option, until January 4, 2020. On December 26, 2019, the Company signed an additional securities purchase agreement, according to which the Company obtained another convertible loan from the Lenders, who partially exercised their Greenshoe Option in the approximate amount of $666 thousand for each Lender, for a total of $1,332 thousand (the “December Greenshoe Debentures”). The December Greenshoe Debentures had an 18-month term from issuance and bear interest at 8% per annum payable quarterly in cash or ADSs. According to the agreement, the December Greenshoe Debentures as well as all previous outstanding Debentures, are convertible at $8.00, subject to adjustments. In addition, the Lenders had a Most Favored Nation Right for a subsequent financing on better terms, for the term of the Debentures, for the December Greenshoe Debentures as well as for all previous outstanding Debentures in the amount of $3,854 thousand, such that the Lenders were able to convert into the subsequent financing on a dollar-for-dollar basis or at the terms of the Company’s December 2019 registered direct offering. The Company has also agreed with the Lenders that the Lenders may exercise their respective Most Favored Nation Rights at any time for their total outstanding Debenture balance, while the respective Debenture is outstanding, in connection with the Company’s December 2019 Registered Direct Offering. If the Lenders decided to exercise their Most Favored Nation Rights in connection with the December 2019 Registered Direct Offering, then the Lenders would exchange their debentures for (i) ADSs at an exchange rate equal to $3.15, the per ADS offering price in the December 2019 Registered Direct Offering, and (ii) an even number of ADS purchase warrants at $3.30 per ADS (the “$3.30 MFN Warrants”), which $3.30 MFN Warrants would be in form and substance identical to the warrants issued in the concurrent private placement to the December 2019 Registered Direct Offering. During 2019, the Lenders were issued 410,045 ADSs (16,401,808 ordinary shares) upon conversion of Debentures including interest, as well as exercises of Warrants, and as a result, a net amount of approximately $3.3 million thousand was classified to equity. As of December 31, 2019, the actual outstanding amount of the Debentures principle summed to $3,854 thousand. On January 4, 2020, the Greenshoe Option of the Lenders expired, with no additional exercises of the right. During the period from January 1, 2020 through April 1, 2020, the Lenders were issued 1,092,575 ADSs upon conversion of Debentures including interest at an aggregate amount of approximately $3.3 million. Also, they were issued with 1,053,417 $3.30 MFN Warrants, which can be exercised into 1,053,417 ADSs. On April 1, 2020, one of the Lenders converted in full its outstanding Debenture, excluding periodical interest payment, which accrued up to such date. On June 1, 2020, the Company issued to this Lender 17,133 ADSs on behalf the final and last accrued interest payment. On April 23, 2020, the Company retired in full its outstanding Debenture to the other Lender, by payment of $836 thousand, which included redemption premium and accrued interest of $680 thousand as well as issuance expenses of $156 thousand. For accounting purposes, these financial instruments were classified as financial liabilities in the consolidated statement of financial position as of December 31, 2020 and December 31, 2019 (the Warrants (including MFN Warrants) and Greenshoe Option as “derivative financial instruments” and the Debentures as “convertible debenture”). The Convertible Debentures were designated at fair value through profit or loss, given the conversion option derivative embedded in such instrument. Changes in the Company’s own credit risk from the date of initial recognition are negligible. The Warrants (including MFN Warrants) and Greenshoe Option are derivative financial instruments measured at fair value through profit or loss. These financial liabilities were initially recognized at fair value, adjusted to reflect the day 1 loss and are measured at fair value in each period-end while unrecognized day 1 loss is amortized over the contractual life of each instrument. |
Share Based Payment
Share Based Payment | 12 Months Ended |
Dec. 31, 2020 | |
Share Based Payment [Abstract] | |
SHARE BASED PAYMENT | NOTE 15 - SHARE BASED PAYMENT: a. The Company maintains a share-based payment plan for employees, directors and consultants (the “Plan”). According to the Plan, the options vest over a period of up to four years, and their term period is ten years. Nevertheless, the Board of Directors is qualified to resolve on different vesting terms. Below is a summary of the Company’s grants under the Plan during 2018, 2019 and 2020: Date of grant Options amount Exercise Fair value at the date of grant (2) Volatility (3) Risk free interest Expected term in NIS in thousand In years June 20, 2018 33,502 29.80-59.40 130 75.50 % 2.24 % 10 June 20, 2018 11,500 28.60 72 75.30 % 2.24 % 10 October 2, 2019 269,476 0.02-4.062 189 81.33 % 0.72 % 3 February 25, 2020 (1) 526,589 0.001 27 3 May 26, 2020 (1) 306,870 0.00 10 3 August 2, 2020 51,290,000 0.00-0.151 1,341 99.89-109.54 % 0.16-0.71 % 3-10 August 30, 2020 300,000 0.131 5 99.08 % 0.74 % 10 September 15, 2020 36,450,000 0.151 483 98.66-120.99 % 0.07-0.82 % 1.5-10 December 23, 2020 (1) 422,400 0.00 13 3 (1) Fully vested at grant date, calculated according to the intrinsic value at the date of grant. (2) The early exercise multiple used for the fair value calculations for grants during 2020, 2019 and 2018 is 2.5 for each offeree. (3) Volatility is based on volatility data of the traded share price of the Company. b. Movement in the number of share options outstanding and their related weighted average exercise prices are as follows: 2020 2019 2018 Number Average Number Average Number Average of exercise of Exercise of Exercise options price options Price options Price $ $ $ Outstanding at beginning of year: 261,276 6.20 173,628 22.19 202,763 25.20 Granted 89,296,128 0.03 269,476 0.88 45,002 9.20 Exercised (251,299 ) - (66,330 ) 0.01 (8,963 ) 11.40 Forfeited (1,050,000 ) 0.04 (20,720 ) 11.26 (47,767 ) 24.60 Expired (3,281 ) 26.05 (15,476 ) 16.89 (17,407 ) 22.60 Cancelled - - (79,302 ) 24.93 - - Outstanding at end of year 88,252,824 0.05 261,276 6.20 173,628 22.20 Exercisable at end of year 5,909,170 0.15 253,871 3.22 93,969 17.80 c. The following table summarizes information about exercise price and the remaining contractual life of options outstanding at the end of 2020, 2019 and 2018: 2020 2019 2018 Weighted Weighted Weighted Number average Number average Number average outstanding remaining outstanding remaining outstanding remaining Exercise at contractual at contractual at contractual Prices end of year Life end of year Life end of year Life $ Years Years Years - 55,571 2.40 - - - - - 3,050,000 2.59 - - - - - 422,400 2.98 - - - - - 20,850,000 9.59 - - - - - 526,859 2.15 - - - - 0.04 300,000 9.67 - - - - 0.04 180,000 2.59 - - - - 0.04 26,160,000 9.59 - - - - 0.04 34,350,000 9.59 - - - - 0.04 2,100,000 1.20 1.17 203,146 1.75 203,146 2.76 - - 7.97 14,771 3.38 14,771 4.39 14,771 5.39 7.97 10,992 4.22 10,992 5.23 16,139 6.25 7.97 13,081 5.05 13,081 6.05 13,081 7.05 7.97 500 7.47 1,281 8.48 18,501 9.48 7.97 7,500 7.47 7,500 8.48 10,000 9.48 12.20 - - - - 941 6.01 16.40 - - - - 5,000 9.48 24.40 1,000 6.91 1,000 7.91 13,500 8.91 24.80 2,004 5.66 2,004 6.66 21,570 7.66 24.80 - - - - 7,778 7.71 24.80 2,500 6.24 2,500 7.24 16,145 8.24 24.80 - - - - 11,501 8.56 24.80 - - - - 5,000 8.32 24.80 - - 2,500 1.58 7,500 8.66 25.60 - - - - - - 27.40 - - - - 170 7.66 31.60 - - - - 2,500 8.66 34.60 - - - - 2,500 0.66 35.20 - - - - 1,406 8.25 36.60 - - - - - - 38.80 2,500 6.56 2,500 7.56 5,625 8.56 88,252,824 261,276 173,628 d. Warrants grant to a service provider On December 1, 2020, the Company issued 50,000 warrants to a certain service provider, which can be exercised into 50,000 ADSs (2,000,000 ordinary shares) using a cashless mechanism. The exercise price of the warrants is $1.015 per ADS, they vest 50% upon issuance and 50% following 6 months form the date of grant, and their expiration date is 3 years from the date of issuance. The fair value of the warrants which was computed according to the Black-Scholes model, amounted to $52 thousand. This value is based on the following assumptions: expected volatility of 115.78%, risk free interest of 0.17%, expected term until exercise of 2.92. Volatility is based on volatility data of share price of software companies for periods matching the expected term of the warrant until exercise. e. Expenses recognized in the financial statements The costs which were recognized in the Company’s financial statements in respect of services received from its employees and consultants are presented in the table below: Year ended December 31, 2020 2019 2018 U.S. dollars in thousands Share-based payment plans 742 612 381 The plans are intended to be governed under rules set for that purpose in the Plan. The exercise prices of the options that are exercisable into shares as of December 31, 2020 range between $0.00 to $38.86. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Shareholders Equity Disclosure [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 16 - SHAREHOLDERS’ EQUITY a. Share capital As of December 31, 2020 and 2019, the Company’s share capital is composed as follows: Number of shares Authorized Issued and paid December 31, December 31, 2020 (*) 2019 2020 2019 Ordinary shares of no-par value 3,000,000,000 250,000,000 726,103,611 56,391,512 (*) On January 28, 2020, the Company’s shareholders approved an increase of the authorized share capital of the Company by an additional 1,250,000,000 ordinary shares, and to amend and restate the articles of association of the Company to reflect the same. On September 15, 2020, the Company’s shareholders approved an increase of the authorized share capital of the Company by an additional 1,500,000,000 ordinary shares, and to amend and restate the articles of association of the Company to reflect the same . The Company’s ordinary shares are traded on the TASE, and, commencing August 21, 2018, the Company’s ADSs are traded on the Nasdaq under the symbol “SFET.” Each ADS represents 40 ordinary shares. The last reported market price for the Company’s securities on December 31, 2020 was $1.42 per ADS on the Nasdaq and $0.037 per share on the TASE (based on the exchange rate reported by the Bank of Israel for that date). b. Private offerings During 2018, the Company raised approximately $3.5 million, before deducting issuance expenses, in a series of private offerings, as follows: Date of offering Number of shares Unit price Gross proceeds June 3, 2018 381,729 26-30 2,959 June 3, 2018 20,823 6 34 September 25, 2018 289,079 6 481 As part of the private offerings, the Company has undertaken that in case that it will decide to issue additional shares over the course of up to 12 or 24 months from the respective dates of the issuances, at a price per share that is lower than the price per share that was set as part of the private issuances, it will compensate the relevant investors by issuing additional shares in accordance with the difference between the price per share of the relevant private issuance and the price per share in that future issuance, up to a minimal price that ranges between NIS 0.88-6.00 per share, according to the terms of the relevant issuance. In addition, the Company has also undertaken to compensate certain brokers by issuing additional warrants in case of an anti-dilution trigger. Following the June 3, 2018 private offering, the Company issued 20,823 shares at an exercise price of NIS 6.0 per share, reflecting the exercise price pursuant to the anti-dilution rights held by the investors, for an approximate amount of $34 thousand, and granted an additional 645 warrants, which were also triggered by an anti-dilution clause provided in prior private offerings. Also, following the public offering as described below, the Company issued 289,079 ordinary shares in consideration for NIS 6.0 per share, reflecting the exercise price pursuant to the anti-dilution rights held by the investors, for an approximate amount of $481 thousand, and granted an additional 745 warrants which were also triggered by an anti-dilution clause provided in prior private offerings. For accounting purposes, the Company recognized financial liabilities in respect of warrants and in respect of anti-dilution features. The warrants are measured at fair value (level 1) in accordance with their quoted price. Changes are recorded to profit or loss on a periodic basis. The anti-dilution features are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. The equity component is initially recognized by subtracting the fair value of the financial liabilities from consideration received. The equity component is not re-measured in subsequent periods. Issuance expenses of $1,545 thousand in 2018 were allocated on a pro-rata basis to the three components mentioned above. c. Public and registered direct offerings 1. On August 21, 2018, the Company completed an underwritten public offering on the Nasdaq of 25,522 units comprised of 25,522 ADSs at a price of $287 per ADS, 25,522 Series A warrants to purchase up to 38,278 ADSs with an exercise price of $287 per ADS, and 25,522 Series B warrants to purchase up to a maximum of 59,670 ADSs. The Company received aggregate gross proceeds of approximately $7.335 million from the offering. The Series A warrants have a term of six years, are exercisable immediately and have an exercise price of $287 per ADS. The Series B warrants will become exercisable, if at all, commencing 120 days after issuance, at the discretion of the holder thereof until exercised in full, if at the 120th day after issuance, 80% of the lowest volume weighted average price of the ADSs during the five trading days immediately prior to such date (the “Reset Price”), is lower than $287. In such event, each Series B warrant holder will be entitled to additional ADSs at an exercise price of $0.02 per ADS, with the number of ADSs exercisable equal to the aggregate investment by such holder in connection with the closing of the offering divided by the Reset Price, less any ADSs issued to such holder at the closing of the offering. In no event shall the Reset Price be less than $86.10, subject to customary adjustments for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions. In the event the right to purchase additional ADSs is not triggered on the 120th day after issuance, the Series B warrants will expire immediately. For accounting purposes, the Company’s obligation to issue a variable number of shares pursuant to the series B warrants, was classified as a financial liability measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes in the fair value were recorded to profit and loss until the reset date (see below). The equity components are initially recognized by subtracting the fair value of the financial liability from consideration received, based on the proportion of each one of them. The equity components are not re-measured in subsequent periods. Issuance expenses of $1.3 million in 2018 were allocated on a pro-rata basis to the three components mentioned above. In connection with the underwritten public offering, the Company granted the underwriter a 45-day option to purchase up to 3,828 additional ADSs and Series A warrants to purchase up to an additional 5,742 ADSs and Series B warrants to purchase up to an additional 5,742 ADS. The underwriter did not exercise the option. The Company also granted the underwriter warrants to purchase up to 1,276 ADSs at an exercise of $287 per ADS and a term of 5 years from the issuance date. On December 19, 2018, the Reset Price of the Series B Warrants was set at $86.10 per ADS. As a result, the Series B Warrants holders are entitled to an additional 59,670 ADSs subject to payment of an exercise price of $0.001 per ADS. The exercise period is unlimited. A total of 12,275 ADSs resulting from the Series B Warrants’ Reset Price calculations were not registered with the U.S. Securities and Exchange Commission (“SEC”). As a result, in January 2019 those warrants were cancelled and replaced with substantially similar warrants that contain a mechanism for cashless exercise. As of December 31, 2019, 58,231 ADS were exercised by the Series B warrants holders, such that the unexercised balance as of this date was 1,431 ADSs. For accounting purposes, as of December 19, 2018, following the setting of the Reset Price, as described above, the fair value of the financial liability, as of such date, in the amount of $3,479 thousand, was reclassified to equity on December 31, 2018, other than the amount of ADSs not approved for registration, which was still classified as a financial liability in the statement of financial position based on fair value of the Company’s share price at December 31, 2018 (a level 1 measurement). During 2019, the remaining amount of financial liability was classified to equity, after approved for registration. 2. On November 5, 2019, the Company completed an additional underwritten public offering of approximately $3.5 million, before deducting underwriting discounts, commissions and other offering expenses. The offering consisted of (i) 121,400 units (the “November 2019 Units”) of ADSs and warrants to purchase 1.5 ADSs per warrant (the “November 2019 Warrants”), with each November 2019 Unit consisting of one ADS and one November 2019 Warrant, and (ii) 378,500 pre-funded units (the “November 2019 Pre-Funded Units”), with each November 2019 Pre-Funded Unit consisting of a pre-funded warrant to purchase one ADS (a “November 2019 Pre-Funded Warrant”) and a November 2019 Warrant. Each November 2019 Unit was sold at a price of $7.00 per unit, and each November 2019 Pre-Funded Unit was sold at a price of $7.00 per unit, including the November 2019 Pre-Funded Warrant exercise price of $0.001 per full ADS. The November 2019 Pre-Funded Warrants are exercisable at any time after the date of issuance upon payment of the exercise price. The November 2019 Warrants have a per ADS exercise price of $7.70 per full ADS, are exercisable immediately, and will expire five years from the date of issuance. The Company granted the underwriter a 45-day option to purchase up to an additional 74,985 ADSs and/or November 2019 Warrants to cover over-allotments, if any. The underwriter did not exercise its option. As of December 31, 2019, all November 2019 Pre-Funded Units from this offering were exercised in exchange for the exercise price of $0.001 per ADS, as well as 10,000 warrants that were exercised in an aggregate amount of $77 thousand. 3. On December 26, 2019, the Company completed the December 2019 Registered Direct Offering of $1,668 thousand, before deducting offering expenses. The offering consisted of (i) 269,272 ADSs, and (ii) 260,281 pre-funded warrants, each to purchase one ADS and one regular warrant to purchase one ADS at an exercise price of $3.30 (the “December 2019 Pre-Funded Warrants”). Each ADSs was sold at a price of $3.15 per ADS, and each December 2019 Pre-Funded Warrant was sold at a price of $3.15 per warrant, including the December 2019 Pre-Funded Warrant exercise price of $0.001 per full ADS. The December 2019 Pre-Funded Warrants are exercisable at any time after the date of issuance upon payment of the exercise price. The December 2019 Warrants have a per ADS exercise price of $3.30 per full ADS, are exercisable immediately, and will expire 5.5 years from the date of issuance. For accounting purposes, the Company recognized financial liability in respect of the December 2019 Warrants. These warrants are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. The equity components are initially recognized by subtracting the fair value of the financial liability from consideration received. The equity components are not re-measured in subsequent periods. Issuance expenses of $185 thousand in 2019 were allocated on a pro-rata basis to the three components mentioned above. 4. On April 2, 2020, the Company completed a registered direct offering of $720 thousand, before deducting offering expenses. The offering consisted of 450,000 ADSs at a price per ADS of $1.60. 5. On April 23, 2020, the Company completed an additional underwritten public offering of approximately $8.4 million, before deducting underwriting discounts, commissions and other offering expenses. The offering consisted of ((i) 858,600 units (the “April 2020 Units”) of ADS and warrants to purchase one ADS per warrant (the “April 2020 Warrants”), with each Unit consisting of one ADS and one Warrant, and (ii) 6,777,500 pre-funded units (the “April 2020 Pre-Funded Units”), with each Pre-Funded Unit consisting of a pre-funded warrant to purchase one ADS (an “April 2020 Pre-Funded Warrant”) and one Warrant. Each April 2020 Unit was sold at a price of $1.10 per unit, and each April 2020 Pre-Funded Unit was sold at a price of $1.099 per unit, including an exercise price of $0.001 per full ADS. The April 2020 Pre-Funded Warrants are exercisable at any time after the date of issuance upon payment of the exercise price. The Warrants have a per ADS exercise price of $1.20 per full ADS, are exercisable immediately, and will expire five years from the date of issuance. The Company granted the underwriter a 45-day option to purchase up to an additional 1,145,415 ADSs and/or April 2020 Warrants to cover over-allotments, if any. The underwriter did not exercise its option. As of December 31, 2020, all the April 2020 Pre-Funded Warrants were exercised into 6,777,500 ADSs in exchange for an aggregate exercise amount of approximately $7 thousand. Also, 3,059,000 April 2020 Warrants were exercised into 3,059,000 ADSs in exchange for an aggregate exercise amount of approximately $3.7 million. 6. On July 22, 2020, the Company closed a registered direct equity offering. The offering included the issuance of 3,075,000 ADSs at a purchase price of $1.40 per ADS, and 1,145,000 pre-funded warrants (the “July 2020 Pre-Funded Warrants”). The July 2020 Pre-Funded Warrants were sold at a price of $1.40 each, including the July 2020 Pre-Funded Warrant exercise price of $0.001 per full ADS. The July 2020 Pre-Funded Warrants will be exercisable at any time after the date of issuance upon payment of the exercise price. The offering resulted in gross proceeds to the Company of approximately $5.9 million. As of December 31, 2020, all the July 2020 Pre-Funded Warrants were exercised into 1,145,000 ADSs in exchange for an aggregate exercise amount of approximately $1 thousand. d. Reverse Split On September 26, 2019, the Company’s shareholders approved a reverse split of the share capital of the Company by a ratio of up to 20:1, to be effective at the ratio and date to be determined by the Company’s Board of Directors (the “Board of Directors”). On October 2, 2019, the Board of Directors resolved that the final ratio will be 20:1, which became effective on October 21, 2019 (the “Reverse Split”). All descriptions of the Company’s share capital in these consolidated financial statements, including share amounts and per share amounts, are presented after giving effect to the Reverse Split. e. Rights conferred by shares Ordinary shares The ordinary shares confer upon their holders voting rights, the right to receive dividends, the right to a share in excess assets upon liquidation of the Company and other rights as set out in the Company’s articles of association. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of business combinations [text block] [Abstract] | |
BUSINESS COMBINATION | NOTE 17 - BUSINESS COMBINATION a. NetNut acquisition On April 4, 2019, the Company entered into a share and asset purchase agreement (the “Share and Asset Purchase Agreement”) with NetNut and its shareholders, pursuant to which the Company acquired all (100%) of the outstanding share capital of NetNut (“Purchased Shares”), a private Israeli company, in the business IPPN solution industry, and certain assets of DiViNetworks Ltd. (“DiVi”), NetNut’s former controlling shareholder, which its assets are required for the ongoing operations of NetNut (the “Purchased Assets”). The Purchased Shares and asset acquired were accounted for together as a business combination. In consideration for the Purchased Shares, the Company agreed to pay NetNut’s shareholders: An amount equal to $3,400 thousand (the “Initial Shares Purchase Price”), out of which (i) $1,615 thousand was paid on Closing (as defined below) in immediate funds (in addition to an amount of $250 thousand down payment paid by the Company upon signing of Share and Asset Purchase Agreement); (ii) $175 thousand was deposited in escrow; and (iii) $1,360 thousand was paid by issuance of 1,217,370 ordinary shares of the Company (based on NIS 4.62 which is a per share 30-day average price of the Company’s ordinary shares on the TASE prior to the date on which the Share and Asset Purchase Agreement was signed (the “Initial Consideration PPS”)). The parties agreed that the Initial Shares Purchase Price may be increased or decreased on a dollar-for-dollar basis in the event NetNut has a negative working capital on the date of the Closing. Pursuant to this mechanism, in October 2019 the Initial Shares Purchase Price was decreased by $233 thousand which amount was repaid to the Company. An amount of up to $5,000 thousand payable in contingent consideration (the “EarnOut Amount”), to be paid and distributed to the shareholders of NetNut upon NetNut achieving certain revenue milestones in 2019 and for which the Company has granted a first security interest and pledge in 30% of the NetNut shares. The payment of the payable EarnOut Amount was deferred to the time when the Company’s financial results for the year 2019 are published. The Company, at its sole discretion, could elect to pay up to fifty percent (50%) of the EarnOut Amount in ordinary shares (the “EarnOut Shares”), provided that in any event, the amount of the EarnOut Shares will not exceed 2,237,814 ordinary shares (representing a quotient of half of the maximum EarnOut amount, i.e. $2,500 thousand, divided by the Initial Consideration PPS). In consideration for the sale, delivery, transfer and assignment of the Purchased Assets, the Company agreed to pay DiVi at Closing: An aggregate amount equal to $6,300 thousand (the “Assets Purchase Price”). The Assets Purchase Price was paid as follows: ● An amount equal to $3,455 thousand was paid at Closing in immediately payable funds; ● An amount equal to $325 thousand was deposited in escrow; ● An amount equal to $2,520 thousand, was paid at Closing in ordinary shares, issued at a per share price equal to the Initial Consideration PPS, i.e. 2,255,717 ordinary shares. In connection with the transaction, the Company agreed to pay to certain finders of the transaction a fee equal to the sum of 3% of the total purchase price of the transaction. The Company elected to pay up to 50% of such fee in equity securities of the Company. Accordingly, the Company incurred transaction costs amounting to approximately $312 thousand that were charged to profit or loss within “general and administrative expenses.” On June 12, 2019, the Company completed the acquisition according to the terms mentioned above (the “Closing”). The tables below summarize the total purchase price paid for NetNut, and the amounts of assets acquired, and liabilities assumed, as of the Closing date, at their fair values: As of June 12, 2019 U.S. dollars in thousands Purchase price: Share consideration calculation: Company’s market price per share $ 1.0274 Number of shares to be issued 3,473,087 Share consideration 3,568 Cash consideration 5,587 Contingent consideration 2,008 Total purchase price 11,163 The market price per share is the share closing price on the TASE as of June 12, 2019, translated into U.S. dollars using the exchange rate as of such date. The fair value of the contingent consideration was valued using a Monte Carlo model. The primary inputs are described in Note 3. On June 25, 2020, the Company entered into a settlement and release of claims agreement, refer also Note 11(c). As of U.S. dollars The fair values of the identifiable assets and liabilities: Cash and cash equivalents 79 Accounts receivable – trade 130 Accounts receivable – other 175 Property, plant and equipment 14 Right of use assets 405 Servers 199 Technology and supplier relations* 4,651 Customer relations* 259 Short-term loan (24 ) Accounts payable – trade (170 ) Accounts payable – other (343 ) Contract liabilities (99 ) Lease liabilities (443 ) Deferred taxes liabilities (1,026 ) Total identifiable net assets at fair value 3,807 Goodwill 7,356 Total purchase price 11,163 * Technology and supplier relations and customer relations are amortized on a straight-line basis over 5 years and 7.5 years, respectively. Goodwill primarily represented the value of expected synergies arising from the acquisition, as well as assembled workforce, and was allocated entirely to the IPPN services segment. On October 3, 2019, the Company received an amount of $233 thousand as a repayment on behalf of the acquisition, due to the acquisition working capital adjustments. The repaid amount was allocated as a deduction to the goodwill amount, which was set to $7,356 thousand. From the date of acquisition through December 31, 2019, NetNut had contributed $1,976 thousand to the revenue of the Company and had increased loss from continuing operations of the Company by $82 thousand. If the business combination had taken place on January 1, 2019, consolidated unaudited pro forma revenue and loss from continuing operations would have been $4,510 thousand and $13,045 thousand, respectively, for the year ended December 31, 2019. b. Chi Cooked acquisition On December 8, 2020, the Company entered into an equity purchase agreement (the “EPA”) with Chi Cooked LLC and its sole shareholder, pursuant to which the Company acquired all (100%) of the outstanding equity interests of Chi Cooked (“Equity Interest”), a private US, Illinois based company, in the business IPPN solution industry. The Equity Interest acquired were accounted as a business combination. In consideration for the Equity Interest, the Company agreed to pay Chi Cooked’s sole shareholder an amount equal to $1,100 thousand (the “Initial Equity Interest Price”). The parties agreed that the Initial Equity Interest Price may be increased or decreased on a dollar-for-dollar basis in the event Chi Cooked has a positive or a negative working capital on the date of the Closing. Pursuant to this mechanism, in March 2021 the Initial Equity Interest Price was decreased by $51 thousand. An additional amount equal to Chi Cooked’s 2021 revenues less $1 million, and subject to an operating margin of at least 37.5%, will be paid in April 2022. The Company, in its sole discretion, may pay up to 25% of the contingent consideration by issuing ADSs. Transaction costs, at the amount of $118 thousand were charged to profit or loss within “general and administrative expenses.” The fair value of the contingent consideration was valued using a Monte Carlo model. The primary inputs are described in Note 3. As of U.S. dollars Purchase price: Cash consideration 1,049 Contingent consideration 684 Total purchase price 1,733 As of U.S. dollars The fair values of the identifiable assets and liabilities: Cash and cash equivalents 30 Accounts receivable – trade 11 Accounts receivable – other 61 Customer relations* 515 Accounts payable – trade (12 ) Accounts payable – other (2 ) Contract liabilities (139 ) Total identifiable net assets at fair value 464 Goodwill 1,269 Total purchase price 1,733 * Customer relations are amortized on a straight-line basis over 7 years. Goodwill primarily represented the value of assembled workforce and is part of the IPPN services segment. From the date of acquisition through December 31, 2020, Chi Cooked had contributed $92 thousand to the revenue of the Company and had decreased loss from continuing operations of the Company by $4 thousand. If the business combination had taken place on January 1, 2020, consolidated unaudited pro forma revenues and gain from continuing operations would have been $1,290 thousand and $363 thousand, respectively, for the year ended December 31, 2020. |
Revenues and Cost of Revenues
Revenues and Cost of Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Revenues And Cost Of Revenues [Abstract] | |
REVENUES AND COST OF REVENUES | NOTE 18 - REVENUES AND COST OF REVENUES: a. Revenues Year ended December 31 2020 2019 2018 U.S. dollars in thousands Revenues from IPPN services 3,839 1,976 - Revenues from licenses 447 625 794 Revenues from provision of maintenance and support services 587 655 606 Revenue from other license related services 13 28 66 4,886 3,284 1,466 b. Revenue recognized in relation to contract liabilities The following table includes revenue expected to be recognized in the future related to performance obligations that are unsatisfied at the reporting date. U.S. dollars in thousands 2021 2022 and thereafter Total Contracts with customers 441 41 482 The Company recognized $562 thousand of revenue related to beginning of the period contract liability balances. c. Cost of revenues Year ended December 31 2020 2019 2018 U.S. dollars in thousands Payroll and related expenses 257 206 367 Share-based payment 5 31 55 Amortization of and depreciation 1,084 863 270 Impairment of intangible assets - 270 - Cost of internet services providers 973 360 - Cost of networks and servers 129 88 - Other 51 71 99 2,499 1,889 791 |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of research and development expense [text block] [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 19 - RESEARCH AND DEVELOPMENT EXPENSES: Year ended December 31 2020 2019 2018 U.S. dollars in thousands Payroll and related expenses 999 1,483 1,632 Share-based payment 124 6 13 Subcontractors 911 668 421 Other 168 328 348 2,202 2,485 2,414 |
Selling and Marketing Expenses
Selling and Marketing Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Selling And Marketing Expenses [Abstract] | |
SELLING AND MARKETING EXPENSES | NOTE 20 - SELLING AND MARKETING EXPENSES: Year ended December 31 2020 2019 2018 U.S. dollars in thousands Payroll and related expenses 2,009 2,007 2,801 Share-based payment 299 180 123 Professional fees 461 363 1,118 Marketing 440 452 699 Selling commissions 692 378 86 Other 314 403 715 4,215 3,783 5,542 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of general and administrative expense [text block] [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 21 - GENERAL AND ADMINISTRATIVE EXPENSES: Year ended December 31 2020 2019 2018 U.S. dollars in thousands Payroll and related expenses 1,130 838 667 Share-based payment 326 396 190 Professional fees 2,184 2,018 885 Other 557 505 183 4,197 3,757 1,925 |
Financial Expenses, Net
Financial Expenses, Net | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of finance income (cost) [text block] [Abstract] | |
FINANCIAL EXPENSES, NET | NOTE 22 - FINANCIAL EXPENSES, NET: Year ended December 31 2020 2019 2018 U.S. dollars in thousands Finance expenses: Bank fees and interest (152 ) (166 ) (20 ) Issuance expenses (156 ) (447 ) (517 ) Changes financial liabilities at fair value through profit or loss, including day 1 loss - (5,649 ) (2,839 ) Exchange differences - - (120 ) Total finance expenses (308 ) (6,262 ) (3,496 ) Financing income: Changes in financial liabilities at fair value through profit or loss, including day 1 loss 3,245 3,050 945 Interest received from institutions 14 4 10 Exchange differences 289 24 - Total financing income 3,548 3,078 955 Financing income (expenses), net 3,240 (3,184 ) (2,541 ) |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of earnings per share [text block] [Abstract] | |
LOSS PER SHARE | NOTE 23 - LOSS PER SHARE: a. Basic Basic loss per share is calculated by dividing the loss attributable to the Company’s owners by the weighted average number of ordinary shares in issue (including pre-funded warrants). Year ended December 31 2020 2019 2018 Loss attributable to Company’s owners (U.S. dollars in thousands) (7,845 ) (12,998 ) (11,753 ) The weighted average of the number of ordinary shares in issue, including pre-funded warrants (in thousands) 442,949 13,599 1,765 Basic loss per share (U.S. dollars) (0.02 ) (0.96 ) (6.66 ) b. Diluted The Company adjusts the loss attributable to holders of ordinary shares and the weighted average number of shares in issue, to reflect the effect of all potentially dilutive ordinary shares, as follows: The Company adds to the weighted average number of shares in issue that was used to calculate the basic loss per share, the weighted average of the number of shares to be issued assuming that all shares that have a potentially dilutive effect would be converted into shares, and adjusts net loss attributable to holders of the Company’s ordinary shares to exclude any profits or losses recorded during the year with respect to potentially dilutive shares. The potential shares, as mentioned above, are only taken into account in cases where their effect is dilutive (reducing the earnings per share or increasing the loss per share). Year ended December 31 2020 2019 2018 Loss attributable to Company’s owners, used in computation of basic loss per share (U.S. dollars in thousands) (7,845 ) (12,998 ) (11,753 ) Adjustment in respect of the finance income relating to anti-dilution mechanism and compensation feature (U.S. dollars in thousands) - - (710 ) Adjustment in respect of the finance income relating to B Warrants and Warrants (U.S. dollars in thousands) - (1,462 ) - Adjustment in respect of the finance income relating to Convertible Debentures (U.S. dollars in thousands) (1,692 ) - - (9,537 ) (14,460 ) (12,463 ) The weighted average of the number of ordinary shares in issue used in computation of basic loss per share (in thousands) 442,949 13,599 35,302 Adjustment in respect of incremental shares assuming the conversion to anti-dilution mechanism and compensation feature (in thousands) - - 344 Adjustment in respect of incremental shares assuming the conversion to B Warrants and Warrants (in thousands) - 421 - Adjustment in respect of incremental shares assuming the conversion to Convertible Debentures (in thousands) 12,517 - - 455,466 14,020 35,646 Diluted loss per share (U.S. dollars) (0.02 ) (1.03 ) (6.99 ) The calculation of diluted loss per share for December 31, 2020 does not gives effect to the potential share issuance of ordinary shares upon the exercise of options to employees and service providers, Warrants and MFN Warrants, as their effect is anti-dilutive. The calculation of diluted loss per share for December 31, 2019 does not gives effect to the potential share issuance of ordinary shares upon the exercise of options to employees and service providers, Convertible Debentures, Greenshoe Option, Warrants and MFN Warrants, as their effect is anti-dilutive. The calculation of diluted loss per share for December 31, 2018 does not gives effect to the potential share issuance of ordinary shares upon the exercise of options to employees and service providers, as their effect is anti-dilutive. |
Related Parties Transactions an
Related Parties Transactions and Balances | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of related party [text block] [Abstract] | |
RELATED PARTIES TRANSACTIONS AND BALANCES | NOTE 24 - RELATED PARTIES TRANSACTIONS AND BALANCES: “Related Parties” - As defined in IAS 24, “Related Party Disclosures” (“IAS 24”). Key management personnel - included together with other entities in the said definition of “related parties” in IAS 24, include the members of the Board of Directors and senior executives. a. Transactions with related parties 1) Compensation to related parties Year ended December 31 2020 2019 2018 U.S. dollars in thousands Compensation to directors employed by the Company 1,122 656 470 Compensation to other key management personnel 1,245 1,410 1,646 Compensation to directors who are not employed by the Company 80 80 66 2) Compensation to key management personnel, including employed directors The compensation paid to key management personnel for work services they provide to the Company is as follows: Year ended December 31 2020 2019 2018 U.S. dollars in thousands Payroll, management fees, and other short-term benefits 1,402 1,721 1,758 Bonuses and commissions 667 173 146 Share-based payments 297 226 219 2,366 2,120 2,123 b. Balances with related parties December 31 2020 2019 U.S. dollars in thousands Employees payable 58 53 Employees accrued vacation 141 110 Accrued bonuses & commissions 142 170 Accounts payable 71 69 412 402 |
Entity Level Disclosures and Se
Entity Level Disclosures and Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of entity's operating segments [text block] [Abstract] | |
ENTITY LEVEL DISCLOSURES AND SEGMENT INFORMATION | NOTE 25 - ENTITY LEVEL DISCLOSURES AND SEGMENT INFORMATION: Management has determined the Company’s operating segments based on the information reviewed by the Company’s chief operating decision maker for the purpose of allocating resources to the segments and assessing their performance. The chief operating decision maker, who is the Company's Chief Executive Officer, examines the performance of the operating segments based on revenues and adjusted operating profit (loss), which is calculated based on operating profit (loss) before depreciation and amortization, impairment of goodwill and intangible assets, contingent consideration measurement and the effects of share-based payment transactions. As of December 31, 2020, and following the NetNut acquisition at June 12, 2019, the Company has two operating segments: Cyber Security and IPPN services. Cyber Security IPPN Services Total Year ended December 31, 2020 U.S. dollar in thousands Revenues 1,047 3,839 4,886 Adjusted operating loss (5,287 ) (835 ) (6,122 ) Share-based payments (742 ) Contingent consideration measurement (345 ) Impairment of goodwill and intangible assets (2,759 ) Depreciation and amortization (1,363 ) Operating loss (11,331 ) Financial expenses, net 3,240 Taxes on income 246 Net loss for the period (7,845 ) Cyber Security IPPN Services Total Year ended December 31, 2019 U.S. dollar in thousands Revenues 1,308 1,976 3,284 Adjusted operating loss (6,715 ) 89 (6,626 ) Share-based payments (612 ) Contingent consideration measurement (159 ) Impairment of goodwill and intangible assets (1,272 ) Depreciation and amortization (1,122 ) Operating loss (9,791 ) Financial expenses, net (3,184 ) Taxes on income (23 ) Net loss for the period (12,998 ) As of the date of these consolidated financial statements, most of the Company’s customers are commercial Israeli and American companies. The remaining Company customers are European companies. Set forth below is a breakdown of the Company’s revenues by geographic regions: Israel USA Other Total U.S. dollars in thousands Company’s revenues: For the year 2020 973 1,837 2,076 4,886 For the year 2019 1,071 1,418 795 3,284 For the year 2018 988 353 125 1,466 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of events after reporting period [text block] [Abstract] | |
SUBSEQUENT EVENTS | NOTE 26 - SUBSEQUENT EVENTS: a. Post financial statements date conversions and exercises During the period from January 1, 2021 until the financial statements date, 3,090,900 April 2020 Warrants were exercised into 3,090,900 ADSs, for a total consideration of approximately $3.7 million. b. Settlement agreement with the last NetNut’s former shareholder On February 25, 2021, the Company signed a settlement and release of claims agreement with a NetNut’s shareholder that was not a party to the Settlement Agreement that was signed in June 2020 (See Note 11(c)). According to the agreement, the shareholder will be entitled to a contingent consideration payment of $475 thousand (after a deduction of $35 thousand), based on the same terms and amounts agreed with the Settling Shareholders within the Settlement Agreement. On February 28, 2021, the Company paid an amount of $400 thousand. The remain balance of $75 thousand will be paid as final payment by April 30, 2021. c. Registered direct equity offering On February 18, 2021, the Company closed a registered direct equity offering. The offering included the issuance of 4,615,000 ADSs at a purchase price of $2.00 per ADS, and 260,000 pre-funded warrants. The pre-funded warrants were sold at a price of $2.00 each, including the pre-funded warrant exercise price of $0.001 per full ADS. The pre-funded warrants will be exercisable at any time after the date of issuance upon payment of the exercise price. The offering resulted in gross proceeds to the Company of approximately $9.75 million. d. Options grant On March 7, 2021, the Company’s board of directors approved an aggregate grant of 12,850,183 options to purchase 12,850,183 ordinary shares, to employees and consultants. The exercise prices of the options granted range from NIS 0 to NIS 0.157 per share (approximately $0.05), their vesting schedules range between immediate vesting to 3 years, and they will expire 3-10 years from the grant date. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation of financial statements | a. Basis of presentation of financial statements The consolidated financial statements as of December 31, 2020 and 2019, and for each of the three years in the period ended December 31, 2020, are in compliance with International Financial Reporting Standards (“IFRS”), and interpretations issued by the IFRS Interpretations Committee applicable to companies reporting under IFRS. The consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board. In connection with the presentation of these consolidated financial statements, the following should be noted: 1) The significant accounting policies described below have been applied consistently to all the years presented, unless otherwise stated. 2) The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial liabilities (including derivatives) at fair value through profit or loss, which are presented at fair value. 3) The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Company’s management to exercise its judgment in the process of applying the Company’s accounting policies. Actual results may differ materially from estimates and assumptions used by management. The Company's critical accounting estimates are revenue recognition, impairment of goodwill, valuation of financial liabilities and purchase price allocation (including contingent consideration). See Note 2 for further information. |
Consolidated financial statements | b. Consolidated financial statements Subsidiaries Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. Intercompany balances and transactions, including income and expenses on transactions between the Company’s subsidiaries, are eliminated. The accounting policies applied by the subsidiaries are consistent with the accounting policies adopted by the Company. |
Segment reporting | c. Segment reporting Operating segments are reported in a manner consistent with the internal reporting, which are provided to the chief operating decision maker. The chief operating decision maker is the Company's Chief Executive Officer, who is responsible for allocating resources and assessing the performance of the operating segments. As of December 31, 2020, the Company has two operating segments. For further details, see Note 25. |
Translation of foreign currency balances and transactions | d. Translation of foreign currency balances and transactions 1) Functional and presentation currency Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (the “Functional Currency”). The consolidated financial statements of the Company are presented in U.S. dollars, which is the Company’s Functional Currency. 2) Transactions and balances Transactions made in a currency which is different from the functional currency are translated into the Functional Currency using the exchange rates prevailing at the dates of the transactions or valuations where the items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the end-of-year exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss as finance income (expense). |
Cash and cash equivalents | e. Cash and cash equivalents Cash and cash equivalents include cash in hand, short-term bank deposits and other short-term highly liquid investments with original maturities of three months or less, which are subject to insignificant risk of changes in value. |
Trade receivables | f. Trade receivables The trade receivables balance represents the unconditional right to consideration because only the passage of time is required before the payment is due from Company customers for licenses granted or services rendered in the ordinary course of business. If collection is expected within one year or less, trade receivables are classified as current assets. If not, trade receivables are presented as non-current assets. Trade receivables are initially recognized based on their transaction price, and subsequently measured at amortized cost using the effective interest method, less a provision for expected credit losses. For further details, see Note 2(l). |
Property and equipment, net | g. Property and equipment, net 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, or in case of leasehold improvements, over the shorter of the related lease period or the life of the asset. Depreciation is computed primarily over the following periods: Useful Life in Years Computers and software 3 Office furniture and equipment 7-3 |
Goodwill | h. Goodwill Goodwill arising from a business combination represents the excess of the overall amount of the consideration transferred, the amount of any non-controlling interests in the acquired company over the net amount as of acquisition date of the identifiable assets acquired and the liabilities assumed. Impairment reviews of the cash-generating-unit (“CGU”) to which goodwill was allocated are undertaken annually and whenever there is any indication of impairment of a CGU. The carrying amount of the Company’s assets, including goodwill, is compared to its recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment loss is allocated to reduce the carrying amount of the Company’s assets at the following order: first to reduce the carrying amount of any goodwill allocated to a CGU and subsequently to the remaining assets of the Company, which fall within the scope of the International Accounting Standard (“IAS”) 36, “Impairment of Assets,” on a proportionate basis based on the carrying amount of each Company asset. Any impairment loss is recognized immediately in profit or loss and is not subsequently reversed. For the years ended December 31, 2020 and 2019, the Company recognized an impairment loss of goodwill in a total amount of $2,759 thousand and $1,002 thousand, respectively. For the year ended December 31, 2018, no impairment loss of goodwill was recognized. For further details, see Note 7. |
Intangible assets | i. Intangible assets 1) Research and development Through December 31, 2020 and 2019, the Company has not met the criteria for capitalizing development expenses as intangible assets, and accordingly, no asset has so far been recognized in the consolidated financial statements in respect of capitalized development expenses. Consequently, the research and development expenses of the Company are fully recognized as incurred. 2) Technology and customer relations a. Technology which was acquired either separately or as part of a business combination is initially measured at fair value at the acquisition date, and amortized between 5-8 years using the straight-line method, with such amortization classified as cost of revenues. b. Customer relations which were acquired as part of a business combination are initially measured at fair value at the acquisition date, and amortized over 7-7.5 years using the straight-line method, with such amortization classified as selling and marketing expenses. |
Impairment of non-monetary assets other than goodwill | j. Impairment of non-monetary assets other than goodwill An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value, less selling costs and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels of identifiable cash flows (CGUs). The Company constitutes three CGUs. Non-monetary assets, other than goodwill, that were impaired, are reviewed annually for possible reversal of the impairment recognized at each balance sheet date. For the years ended December 31, 2020 and 2018, no impermeant loss was recognized. For the year ended December 31, 2019, the Company recognized an impairment loss related to technology in a total amount of $270 thousand. For further details, see Note 7. |
Government grants | k. Government grants Government grants received from the Israeli Innovation Authority (the “IIA”) as a participation in research and development performed by Safe-T (the “IIA Grants”) fall into the scope of “forgivable loans” as defined in IAS 20, “Accounting for Government Grants and Disclosure of Government Assistance”. IIA Grants are recognized in accordance with IFRS 9, “Financial Instruments” (“IFRS 9”). If on the date on which the right for the IIA Grants is established, the Company’s management concludes that there is no reasonable assurance that the IIA Grants, to which entitlement has been established, will not be repaid, the Company recognizes a financial liability on that date, which is accounted for under the provisions of IFRS 9 regarding financial liabilities measured at amortized cost. |
Financial assets | l. Financial assets 1) Classification The Company classifies its financial assets at amortized cost. The classification is determined, among other things, in accordance with the purpose for which the financial assets were acquired. The basis of classification depends on the Company’s business model and the contractual cash flow characteristics of the financial asset. Financial assets at amortized cost are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and their contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These assets are classified as current assets, except for maturities of more than 12 months after the financial position date, which are classified as non-current assets. The Company’s financial assets at amortized cost are included as “accounts receivable,” “restricted deposits”, “deposits” and “cash and cash equivalents” in the consolidated statements of financial position (see sections e and f above). 2) Recognition and measurement Financial assets, which are initially measured at fair value, including any transaction costs, are measured in subsequent periods at amortized cost using the effective interest method, except of for trade receivables (see section f above). 3) Impairment of financial assets - financial assets measured at amortized cost The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost. At each reporting date, the Company assesses whether the credit risk on a financial asset has increased significantly since initial recognition. If the financial asset is determined to have low credit risk at the reporting date, the Company assumes that the credit risk on a financial asset has not increased significantly since initial recognition. The Company measures the loss allowance for expected credit losses on trade receivables that are within the scope of IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) and on financial assets for which the credit risk has increased significantly since initial recognition based on lifetime expected credit losses. Otherwise, the Company measures the loss allowance at an amount equal to 12-month expected credit losses at the current reporting date. |
Financial liabilities | m. Financial liabilities 1) Classification The Company early adopted the narrow-scope amendment to IAS 1, “Classification of Liabilities as Current or Non-Current” from January 1, 2019 using the retrospective approach. The amendment was published in January 2020 and issued to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period and specifically whether the entity has the right to defer settlement by at least twelve months. The amendment also affects the classification of liabilities, particularly for liabilities that can be converted into equity as it clarifies that settlement could also be considered through the entity’s own equity instruments. Accordingly, the Company classified in the consolidated statements of financial position convertible debentures and derivative financial instruments as part of current liabilities. Liabilities are classified as non-current if the entity has a substantive right to defer settlement for at least 12 months at the end of the reporting period. The amendment no longer refers to unconditional rights. The assessment determines whether a right exists, but it does not consider whether the entity will exercise the right. 2) Financial liabilities at fair value through profit or loss The Company designated its convertible debentures as a financial liability at fair value through profit or loss, given the conversion option derivative embedded in such instrument. Changes in the Company’s own credit risk from the date of initial recognition are negligible. The convertible debentures are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction, and are adjusted to reflect the difference between the fair value at initial recognition and the transaction price (“day 1 loss”). Changes are recorded to profit or loss on a periodic basis while unrecognized day 1 loss is amortized over the contractual life of each instrument. The Company accounts for contingent consideration as financial liability at fair value through profit or loss. The contingent consideration is measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. |
Derivatives | n. Derivatives The Company accounts for warrants with a cashless exercise mechanism and anti-dilution features issued in public and private offering, as financial liabilities. The warrants, compensation and anti-dilution features are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. The Company accounts for warrants and rights to purchase additional debenture (“green-shoe option”) issued pursuant to the 2019 securities purchase agreement, as financial liabilities. The warrants and green-shoe option are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction, adjusted to reflect the day 1 loss. Changes are recorded to profit or loss on a periodic basis while unrecognized day 1 loss is amortized over the contractual life of each instrument. See further details in Note 14. |
Unrecognized day 1 loss | o. Unrecognized day 1 loss A financial liability in which upon initial recognition the transaction price is different than its fair value is initially recognized at fair value, adjusted to reflect the day 1 loss. After initial recognition, the unrecognized day 1 loss of the said financial liability is amortized over the contractual life of each financial liability. Upon conversion or exercise of convertible debentures or warrants for which an unrecognized day 1 loss exists, the carrying amounts are classified to equity. |
Trade payables | p. Trade payables Trade payables are the Company’s obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognized initially at fair value, and in subsequent periods at amortized cost using the effective interest method. |
Current and deferred income taxes | q. Current and deferred income taxes The tax expenses for the reported years comprise current and deferred taxes. Taxes are recognized in the consolidated statements of profit or loss, except to the extent that they relate to items recognized directly in equity. In that case, the tax is also recognized in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the financial position date in the countries where the Company operates and generates taxable income. The Company’s management periodically evaluates the tax aspects applicable to its taxable income based on the relevant tax laws and makes provisions in accordance with the amounts payable to the Israeli Tax Authorities. Deferred income tax is provided using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax liabilities are not accounted for if they arise from initial recognition of goodwill. Also, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the financial position date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The Company does not provide deferred income tax on temporary differences arising from investments in subsidiaries, since the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. |
Employee benefits | r. Employee benefits 1) Severance pay and pension obligations A defined contribution plan is a post-employment benefits scheme under which group companies pay fixed contributions into a separate and independent entity. The Company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Company’s severance pay and pension obligations are generally funded through payments to insurance companies or trustee-administered funds. Under their terms, the said pension plans meet the criteria for defined contribution plan as above. 2) Vacation and recreation pay Every employee is legally entitled to vacation and recreation benefits, which are computed on an annual basis. This entitlement is based on the term of employment. The Company charges a liability and expense due to vacation and recreation pay, based on the benefits that have been accumulated for each employee. |
Share-based payments | s. Share-based payments The Company operates a number of equity-settled, share-based compensation plans, under which the Company receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted excluding the impact of any service and non-market performance vesting conditions. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. In addition, in some circumstances, employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognizing the expense during the period between service commencement period and grant date. At the date of each financial position, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the consolidated statements of profit or loss, with a corresponding adjustment to equity. When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. For plans that include conditions that are not vesting conditions, any relating expenses are immediately recognized in the consolidated statements of profit or loss. When the Company revises the conditions of an equity-settled grant, the Company recognizes an additional expense, in excess of the original expense calculated for every such revision that increases the overall fair value of the granted benefit or benefits the service provider, based on the fair value at the time of revision. |
Revenue recognition | t. Revenue recognition 1) General The Company accounts for revenue in accordance with IFRS 15. The model framework consists of five steps for analyzing transactions to determine the timing and amount of revenue recognition. a) Identify the contract with the customer. b) Identify the separate performance obligations in the contract. c) Determine the transaction price. d) Allocate the transaction price to each of the performance obligations in the contract. e) Recognize revenue as each performance obligation is satisfied, while making a distinction between satisfying an obligation on a certain date and satisfying an obligation over time. 2) Accounting for perpetual and term licenses of software and for software as a service Perpetual and term licenses of software The Company’s promise to the customer in granting a license is to provide a right to use the entity’s intellectual property as intellectual property exists (in terms of form and functionality), at the point in time at which the license is granted to the customer. This means that the customer can direct the use of, and obtain substantially all of the remaining benefits from, the license at the point in time at which the license transfers. Therefore, revenue in respect of the license component in such transactions shall be recognized at the time at which the license is granted to the customer. Software as a Service The Company’s revenues from its renewable short-period (up to 3 months) contracts with its customers are recognized ratably over the respective contract periods, since the customers consume benefits from these services. Costs to obtain a contract are expensed as incurred since commissions payable upon renewals are commensurate with the initial commission. 3) Presentation of revenue and revenue related balances The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company controls the specified goods or services before the transfer to its customers. In determining this, the Company follows the accounting guidance for principal-agent considerations. This determination involves judgment and is based on an evaluation of the terms of each arrangement, considering the party that is primarily responsible in the arrangement, whether it bears inventory risk and whether it determines the prices charged to the customers. When an entity that is a principal satisfies a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the goods or services transferred. Sales to resellers are recognized upon delivery of the license to the reseller as the reseller is considered the ultimate customer in such arrangements. Revenue is recognized net of value added tax. The Company recognized obligations in respect of sale contracts at the total amount equal to the total amount of transactions invoiced, net of transactions in respect of which revenues were recognized. 4) Allocation of revenue to multiple performance obligations The Company allocates revenue to licenses, post contract customer support and professional services on a relative stand-alone selling price basis, except in cases in which a stand-alone selling price of an individual performance obligation is highly uncertain or variable, in which case the residual method is used. |
Loss per share | u. Loss per share Basic loss per share is calculated by dividing net loss for the year by the weighted average number of ordinary shares (including pre-funded warrants). When calculating the diluted loss per share, the Company adjusts the loss attributable to holders of ordinary shares and the weighted average number of shares in issue, to reflect the effect of all potentially dilutive ordinary shares, as follows: The Company adds to the weighted average number of shares in issue that was used to calculate the basic loss per share the weighted average of the number of shares to be issued assuming the all shares that have a potentially dilutive effect would be converted into shares, and adjusts net loss attributable to holders of the Company’s ordinary shares to exclude any profits or losses recorded during the year with respect to potentially dilutive shares. The potential shares, as above, are only taken into account in cases where their effect is dilutive (reducing the earnings per share or increasing the loss per share). |
Leases | v. Leases Commencing January 1, 2019, the Company accounts for leases in accordance with International Financial Reporting Standard No. 16 “Leases” (“IFRS 16”). Accounting policies applied from January 1, 2019, under IFRS 16: The Company’s leases include property and motor vehicle leases. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company reassesses whether a contract is, or contains, a lease only if the terms and conditions of the contract are changed. At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date, including, inter alia, the exercise price of a purchase option if the Company is reasonably certain to exercise that option. Simultaneously, the Company recognizes a right-of-use asset in the amount of the lease liability. The discount rate applied by the Company is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The lease term is the non-cancellable period for which the Company has the right to use an underlying asset, together with both, the periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. After the commencement date, the Company measures the right-of-use asset applying the cost model, less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability. Assets are depreciated by the straight-line method over the estimated useful lives of the right of use assets or the lease period, which is shorter: Years Property 1.3 - 6 Motor vehicles 3 Interest on the lease liability is recognized in profit or loss in each period during the lease term in an amount that produces a constant periodic rate of interest on the remaining balance of the lease liability Accounting policies applied until December 31, 2018, under IAS 17: Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the consolidated statement of profit or loss on a straight-line basis over the period of the lease. |
Business combination | w. Business combination The Company accounts for business combinations by applying the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair value of the assets transferred by the acquirer, and the liabilities incurred by the acquirer to former owners of the acquiree, in exchange for control of the acquiree. The consideration transferred also includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Identified assets acquired and liabilities assumed as part of a business combination are initially measured at fair value at the acquisition date, except for certain exceptions in accordance with IFRS 3, “Business Combinations” (Revised). Contingent consideration incurred as a part of a business combination is initially measured at fair value at the acquisition date. Subsequent changes in fair value of contingent consideration are classified as assets or liabilities, are recognized in accordance with IFRS 9 in profit or loss. |
New international financial reporting standards and amendments to existing standards adopted in 2019 and 2020 | x. New international financial reporting standards and amendments to existing standards adopted in 2019 and 2020 1) IFRS 16 The Company adopted IFRS 16 on January 1, 2019 using a modified retrospective transition approach. IFRS 16 replaced upon first-time implementation the existing guidance in IAS 17, “Leases” (“IAS 17”). The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases, and is updated mainly the accounting treatment applied by the lessee in a lease transaction. IFRS 16 changed the existing guidance in IAS 17 and requires lessees to recognize a lease liability that reflects future lease payments and a “right-of-use asset” in all lease contracts (except for the following), with no distinction between financing and capital leases. IFRS 16 exempts lessees in short-term leases or the when underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. IFRS 16 also changed the definition of a “lease” and the manner of assessing whether a contract contains a lease. In respect of agreements in which the Company is the lessee, the Company elected to apply the standard for the first time by recognizing lease liabilities, for leases that were previously classified as operating leases, based on the present value of the remaining lease payments, discounted at the incremental interest rate of the lessee as at the date of first-time application. At the same time, the Company recognized a right-of-use asset at an amount equal to the amount of the lease liabilities, adjusted to reflect any prepaid or accrued lease payments in respect of those leases. As a result, the application of the standard had no effect on the retained earnings balance. As part of the first-time application of the standard, the Company elected to apply the following practical expedients: In respect of leases in which the Company is the lessee, to apply a single discount rate to a portfolio of leases with reasonably similar characteristics. For leases in which the Company is the lessee, not to recognize a right-of-use asset and a lease liability in respect of leases whose lease period ends within 12 months of the date of initial application. For leases in which the Company is the lessee, to exclude initial direct costs from the measurement of the right-of-use asset upon initial application. For leases in which the Company is the lessee, to use hindsight in determining the lease term where the contract includes extension or termination options. Furthermore, it should be noted that the Company elected to apply the exemption regarding the recognition of short-term leases and leases in which the value of the underlying asset is low. The weighted average of lessee’s incremental annual borrowing rate applied to the lease liabilities was 13.70%. The effect upon first-time implementation on the Company’s consolidated statements of financial position were right-of-use lease assets of approximately $166 thousand, current lease liabilities of approximately $97 thousand and non-current lease liabilities of approximately $69 thousand. 2) Amendments to IFRS 3 'Business Combinations' - Definition of a Business The amended definition of a business requires an acquisition to include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition of the term ‘outputs’ is amended to focus on goods and services provided to customers, generating investment income and other income, and it excludes returns in the form of lower costs and other economic benefits. The amendment also provides an optional test - the concentration test. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the acquired set of assets and activities are not considered a business. The Company applied the amendment to IFRS 3 prospectively as from January 1, 2020. See also Note 17 for the acquisition of Chi Cooked. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Significant accounting policies [Abstract] | |
Schedule of property and equipment, net | Useful Life in Years Computers and software 3 Office furniture and equipment 7-3 |
Schedule of estimated useful lives of the right of use assets | Years Property 1.3 - 6 Motor vehicles 3 |
Financial Instruments and Fin_2
Financial Instruments and Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of financial instruments [Abstract] | |
Schedule of analyzes non-derivative financial liabilities | Less than Between U.S. dollars in thousands December 31, 2020: Contingent consideration 915 684 Lease liabilities 298 365 IIA liability - 140 Trade payables and other payables 1,632 - 2,845 1,189 December 31, 2019: Contingent consideration 2,170 - Short-term loan 4 - Convertible debentures 7,151 - Lease liabilities 184 324 IIA liability 8 108 Trade payables and other payables 1,790 - 11,307 432 |
Schedule of changes in level 3 instruments | Contingent consideration Convertible debentures Derivative financial instruments Total U.S. dollar in thousands Balance as of January 1, 2020 2,170 7,151 1,637 10,958 Initial recognition of financial liability 684 - 1,450 2,134 Conversion to equity of financial liability - (4,778 ) - (4,778 ) Repayment of convertible debentures - (680 ) - (680 ) Payment of contingent consideration (1,600 ) - - (1,600 ) Recognition of day 1 loss within profit or loss - - 329 329 Changes in fair value recognized within profit or loss 345 (1,693 ) (1,968 ) (3,316 ) Balance as of December 31, 2020 1,599 - 1,448 3,047 Contingent consideration Convertible debentures Derivative financial instruments Total U.S. dollar in thousands Balance as of January 1, 2019 - - - - Initial recognition of financial liability 2,008 13,257 9,980 25,245 Initial recognition of unrecognized day 1 loss - (5,836 ) (4,856 ) (10,692 ) Conversion to equity of or other financial liability - (4,501 ) (1,061 ) (5,562 ) Repayment of convertible debentures - (470 ) - (470 ) Recognition of day 1 loss within profit or loss - 4,198 2,551 6,749 Changes in fair value recognized within profit or loss 162 503 (4,977 ) (4,312 ) Balance as of December 31, 2019 2,170 7,151 1,637 10,958 Anti-dilution feature Derivative financial instruments Total U.S. dollar in thousands Balance as of January 1, 2018 692 61 753 Initial recognition 497 2,678 3,175 Changes in fair value recognized within profit or loss 598 1,641 2,239 Classification to equity of Series B warrants - (3,479 ) (3,479 ) Classification to level 1, see Note 16(c) - (901 ) (901 ) Exercise of anti-dilution feature (1,787 ) - (1,787 ) Balance as of December 31, 2018 - - - |
Schedule of financial instruments | Financial assets at amortized cost U.S. dollars December 31, 2020 Assets: Cash and cash equivalents 11,017 Trade receivable and other receivables (excluding prepaid expenses) 981 Long-term deposit 50 12,048 Financial assets at amortized cost U.S. dollars December 31, 2019 Assets: Cash and cash equivalents 4,341 Trade receivable and other receivables (excluding prepaid expenses) 970 Long-term deposit 44 Restricted deposits 29 5,384 Liabilities at fair value through profit or loss Financial liabilities at amortized cost Total U.S. dollars in thousands December 31, 2020 Liabilities: Contingent consideration 1,599 - 1,599 Lease liabilities - 663 663 Trade payables and other payables - 1,632 1,632 IIA liability - 140 140 Derivative financial instruments 1,448 - 1,448 3,047 2,435 5,482 December 31, 2019 Liabilities: Short-term loan - 4 4 Contingent consideration 2,170 - 2,170 Convertible debentures 7,151 - 7,151 Lease liabilities - 508 508 Trade payables and other payables - 1,790 1,790 IIA liability - 116 116 Derivative financial instruments 1,637 - 1,637 10,958 2,418 13,376 |
Schedule of binomial share price model | Year ended December 31, 2020 2019 Risk-free interest rate 0.16% - 0.4% 1.59% - 2.42% Expected term (in years) 0.68 - 1.24 0.93 - 1.5 Expected volatility 84.52% - 125.97% 83.55% - 101.89% Year ended December 31, 2020 2019 Risk-free interest rate 0.21 % 1.58% - 2.38% Expected term (in years) 3.43 4.43 - 5 Expected volatility 104.47 % 83.32% - 85.42% Year ended December 31, 2020 2019 Risk-free interest rate 0.23% - 0.37% 1.76% Expected term (in years) 3.86 - 5 5.5 Expected volatility 95.43% - 101.48% 84.4% Year ended December 31, 2020 2019 Risk-free interest rate 0.1% 1.88% Expected term (in years) 1.06 0.55 Expected volatility of revenue or both revenue and variable expenses 50.1% 51.9% |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of property, plant and equipment [text block] [Abstract] | |
Schedule of property and equipment, net | December 31, 2020 2019 2018 U.S. dollars in thousands Cost: Computers and software 407 382 186 Office furniture and equipment 148 131 104 Leasehold improvements 56 56 46 611 569 336 Less – accumulated depreciation (467 ) (303 ) (193 ) Property and equipment, net 144 266 143 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of intangible assets [text block] [Abstract] | |
Schedule of intangible assets | Cost Accumulated amortization Balance at Additions Impairment Balance Balance at Additions Retirements Balance Amortized balance beginning during during at end beginning during During at end December 31, 2020: of year the year the year of year of year the year the year of year 2020 U.S. dollar in thousands Technology 4,959 100 - 5,059 592 983 1,575 3,484 Customer relations 259 515 - 774 19 38 - 57 717 Goodwill 6,877 1,269 (2,759 ) 5,387 - 5,387 12,095 1,884 (2,759 ) 11,220 611 1,021 - 1,632 9,588 Cost Accumulated amortization Balance at Additions Retirements and Impairment Balance Balance at Additions Retirements Balance Amortized balance beginning during during at end beginning during During at end December 31, 2019: of year the year the year of year of year the year the year of year 2019 U.S. dollar in thousands Technology 2,263 4,651 (1,955 ) 4,959 1,469 808 (1,685 ) 592 4,367 Customer relations 38 259 (38 ) 259 36 21 (38 ) 19 240 Goodwill 523 7,356 (1,002 ) 6,877 - - - - 6,877 2,824 12,266 (2,995 ) 12,095 1,505 829 (1,723 ) 611 11,484 Cost Accumulated amortization Balance at Additions Retirements Balance Balance at Additions Retirements Balance Amortized balance beginning during during at end beginning during During at end December 31, 2018: of year the year the year of year of year the year the year of year 2018 U.S. dollar in thousands Technology 1,955 308 - 2,263 1,199 270 - 1,469 794 Customer relations 38 - - 38 30 6 - 36 2 Goodwill 523 - - 523 - - - - 523 2,516 308 - 2,824 1,229 276 - 1,505 1,319 |
Interests in Other Entities (Ta
Interests in Other Entities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Interests In Other Entities [Abstract] | |
Schedule of interests in other entities | Name of company Principal Nature of business activities Percentage held directly by the Company Rate of shares held by the Company % Safe-T Data A.R Ltd. Israel Development of data security software 100 100 Safe-T USA Inc. USA Business development and sales in the USA - 100 NetNut Ltd.(1) Israel Business IPPN solution 100 100 Chi Cooked LLC (2) USA IPPN solution - 100 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of income tax [text block] [Abstract] | |
Schedule of deferred taxes | Property, plant and equipment, net Intangible assets, net Total Balance as of January 1, 2020 (33 ) (1,007 ) (1,040 ) Changes during the year: Taxes on income 23 224 247 Balance as of December 31, 2020 (10 ) (783 ) (793 ) Property, plant and equipment, net Intangible assets, net Carryforward tax losses Total U.S. dollar in thousands Balance as of January 1, 2019 - - - - Initial recognition due to business combination (46 ) (1,129 ) 149 (1,026 ) Changes during the year: Taxes on income 13 122 (149 ) (14 ) Balance as of December 31, 2019 (33 ) (1,007 ) - (1,040 ) |
Schedule of reconciliation of theoretical tax expense | Year ended December 31, 2020 2019 2018 % U.S. dollars % U.S. dollars in thousands % U.S. dollars Loss before taxes on income, as reported in the statement of profit or loss 100 8,091 100 12,975 100 11,747 Theoretical tax saving on this profit or loss (23 ) (1,861 ) (23 ) (2,984 ) (23 ) (2,702 ) Increase in taxes resulting from permanent differences - non-deductible expenses 1.1 86 8.0 1,039 4.5 524 Increase in taxes resulting from losses in the reported year for which deferred taxes were not recognized 18.9 1,529 15.2 1,968 18.6 2,184 Tax expenses (3.04 ) (246 ) 0.18 23 0.05 6 |
Accounts Payable and Accruals (
Accounts Payable and Accruals (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Accounts Payable And Accruals Explanatory [Abstract] | |
Schedule of accounts payable - other | December 31 2020 2019 U.S. dollars in thousands Employees and related institutions 698 654 Accrued expenses 660 899 1,358 1,553 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of leases [text block] [Abstract] | |
Schedule of right-of-use assets | Balance at Additions Disposals Balance at beginning during during end of of year year year year U.S. dollars in thousands For the year ended December 31, 2020 Cost Property 465 174 - 639 Motor vehicles 113 162 (104 ) 171 578 336 (104 ) 810 Balance at Additions Disposals Balance at beginning during during end of of year year year year U.S. dollars in thousands For the year ended December 31, 2019 Cost Property 19 446 - 465 Motor vehicles 147 26 (60 ) 113 166 472 (60 ) 578 Balance at Amortization Additions Disposals Balance at beginning during during during end of of year year year year year U.S. dollars in thousands For the year ended December 31, 2020 Accumulated amortization Property (106 ) (98 ) - - (204 ) Motor vehicles (31 ) (81 ) - 49 63 ) (137 ) (179 ) - 49 (267 ) Balance at Amortization Additions Disposals Balance at beginning during during during end of of year year year year year U.S. dollars in thousands For the year ended December 31, 2019 Accumulated amortization Property - (65 ) (41 ) - (106 ) Motor vehicles - (50 ) - 19 (31 ) - (115 ) (41 ) 19 (137 ) |
Schedule of lease liabilities | Balance at Additions Interest expense Termination Payments Balance at beginning during during during during end of of year year year year year year U.S. dollars in thousands Composition in 2020 Property 431 174 77 - (148 ) 534 Motor vehicles 77 162 8 (52 ) (66 ) 129 508 336 85 (52 ) (214 ) 663 Short-term lease liabilities: Property 235 Motor vehicles 63 Long-term lease liabilities: Property 299 Motor vehicles 66 663 Balance at Additions Interest expense Termination Payments Balance at beginning during during during during end of of year year year year year year U.S. dollars in thousands Composition in 2019 Property 19 443 49 - (80 ) 431 Motor vehicles 147 26 27 (44 ) (79 ) 77 166 469 76 (44 ) (159 ) 508 Short-term lease liabilities: Property 135 Motor vehicles 49 Long-term lease liabilities: Property 296 Motor vehicles 28 508 |
Share Based Payment (Tables)
Share Based Payment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of share-based payment arrangements [text block] [Abstract] | |
Schedule of company's grants under the Plan | Date of grant Options amount Exercise Fair value at the date of grant (2) Volatility (3) Risk free interest Expected term in NIS in thousand In years June 20, 2018 33,502 29.80-59.40 130 75.50 % 2.24 % 10 June 20, 2018 11,500 28.60 72 75.30 % 2.24 % 10 October 2, 2019 269,476 0.02-4.062 189 81.33 % 0.72 % 3 February 25, 2020 (1) 526,589 0.001 27 3 May 26, 2020 (1) 306,870 0.00 10 3 August 2, 2020 51,290,000 0.00-0.151 1,341 99.89-109.54 % 0.16-0.71 % 3-10 August 30, 2020 300,000 0.131 5 99.08 % 0.74 % 10 September 15, 2020 36,450,000 0.151 483 98.66-120.99 % 0.07-0.82 % 1.5-10 December 23, 2020 (1) 422,400 0.00 13 3 |
Schedule of share options outstanding and weighted average exercise prices | 2020 2019 2018 Number Average Number Average Number Average of exercise of Exercise of Exercise options price options Price options Price $ $ $ Outstanding at beginning of year: 261,276 6.20 173,628 22.19 202,763 25.20 Granted 89,296,128 0.03 269,476 0.88 45,002 9.20 Exercised (251,299 ) - (66,330 ) 0.01 (8,963 ) 11.40 Forfeited (1,050,000 ) 0.04 (20,720 ) 11.26 (47,767 ) 24.60 Expired (3,281 ) 26.05 (15,476 ) 16.89 (17,407 ) 22.60 Cancelled - - (79,302 ) 24.93 - - Outstanding at end of year 88,252,824 0.05 261,276 6.20 173,628 22.20 Exercisable at end of year 5,909,170 0.15 253,871 3.22 93,969 17.80 |
Schedule of information about exercise price and remaining contractual life of options outstanding | 2020 2019 2018 Weighted Weighted Weighted Number average Number average Number average outstanding remaining outstanding remaining outstanding remaining Exercise at contractual at contractual at contractual Prices end of year Life end of year Life end of year Life $ Years Years Years - 55,571 2.40 - - - - - 3,050,000 2.59 - - - - - 422,400 2.98 - - - - - 20,850,000 9.59 - - - - - 526,859 2.15 - - - - 0.04 300,000 9.67 - - - - 0.04 180,000 2.59 - - - - 0.04 26,160,000 9.59 - - - - 0.04 34,350,000 9.59 - - - - 0.04 2,100,000 1.20 1.17 203,146 1.75 203,146 2.76 - - 7.97 14,771 3.38 14,771 4.39 14,771 5.39 7.97 10,992 4.22 10,992 5.23 16,139 6.25 7.97 13,081 5.05 13,081 6.05 13,081 7.05 7.97 500 7.47 1,281 8.48 18,501 9.48 7.97 7,500 7.47 7,500 8.48 10,000 9.48 12.20 - - - - 941 6.01 16.40 - - - - 5,000 9.48 24.40 1,000 6.91 1,000 7.91 13,500 8.91 24.80 2,004 5.66 2,004 6.66 21,570 7.66 24.80 - - - - 7,778 7.71 24.80 2,500 6.24 2,500 7.24 16,145 8.24 24.80 - - - - 11,501 8.56 24.80 - - - - 5,000 8.32 24.80 - - 2,500 1.58 7,500 8.66 25.60 - - - - - - 27.40 - - - - 170 7.66 31.60 - - - - 2,500 8.66 34.60 - - - - 2,500 0.66 35.20 - - - - 1,406 8.25 36.60 - - - - - - 38.80 2,500 6.56 2,500 7.56 5,625 8.56 88,252,824 261,276 173,628 |
Schedule of expenses recognized in the financial statements | Year ended December 31, 2020 2019 2018 U.S. dollars in thousands Share-based payment plans 742 612 381 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Shareholders Equity Disclosure [Abstract] | |
Schedule of ordinary share capital | Number of shares Authorized Issued and paid December 31, December 31, 2020 (*) 2019 2020 2019 Ordinary shares of no-par value 3,000,000,000 250,000,000 726,103,611 56,391,512 |
Schedule of private offerings | Date of offering Number of shares Unit price Gross proceeds June 3, 2018 381,729 26-30 2,959 June 3, 2018 20,823 6 34 September 25, 2018 289,079 6 481 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of business combinations [text block] [Abstract] | |
Schedule of total purchase price paid | As of June 12, 2019 U.S. dollars in thousands Purchase price: Share consideration calculation: Company’s market price per share $ 1.0274 Number of shares to be issued 3,473,087 Share consideration 3,568 Cash consideration 5,587 Contingent consideration 2,008 Total purchase price 11,163 As of U.S. dollars Purchase price: Cash consideration 1,049 Contingent consideration 684 Total purchase price 1,733 |
Schedule of fair values of identifiable assets and liabilities | As of U.S. dollars The fair values of the identifiable assets and liabilities: Cash and cash equivalents 79 Accounts receivable – trade 130 Accounts receivable – other 175 Property, plant and equipment 14 Right of use assets 405 Servers 199 Technology and supplier relations* 4,651 Customer relations* 259 Short-term loan (24 ) Accounts payable – trade (170 ) Accounts payable – other (343 ) Contract liabilities (99 ) Lease liabilities (443 ) Deferred taxes liabilities (1,026 ) Total identifiable net assets at fair value 3,807 Goodwill 7,356 Total purchase price 11,163 As of U.S. dollars The fair values of the identifiable assets and liabilities: Cash and cash equivalents 30 Accounts receivable – trade 11 Accounts receivable – other 61 Customer relations* 515 Accounts payable – trade (12 ) Accounts payable – other (2 ) Contract liabilities (139 ) Total identifiable net assets at fair value 464 Goodwill 1,269 Total purchase price 1,733 |
Revenues and Cost of Revenues (
Revenues and Cost of Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Revenues And Cost Of Revenues [Abstract] | |
Schedule of revenues | Year ended December 31 2020 2019 2018 U.S. dollars in thousands Revenues from IPPN services 3,839 1,976 - Revenues from licenses 447 625 794 Revenues from provision of maintenance and support services 587 655 606 Revenue from other license related services 13 28 66 4,886 3,284 1,466 |
Schedule of revenue recognized future related to performance obligations | U.S. dollars in thousands 2021 2022 and thereafter Total Contracts with customers 441 41 482 |
Schedule of cost of revenues | Year ended December 31 2020 2019 2018 U.S. dollars in thousands Payroll and related expenses 257 206 367 Share-based payment 5 31 55 Amortization of and depreciation 1,084 863 270 Impairment of intangible assets - 270 - Cost of internet services providers 973 360 - Cost of networks and servers 129 88 - Other 51 71 99 2,499 1,889 791 |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of research and development expense [text block] [Abstract] | |
Schedule of research and development expenses | Year ended December 31 2020 2019 2018 U.S. dollars in thousands Payroll and related expenses 999 1,483 1,632 Share-based payment 124 6 13 Subcontractors 911 668 421 Other 168 328 348 2,202 2,485 2,414 |
Selling and Marketing Expenses
Selling and Marketing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Selling And Marketing Expenses [Abstract] | |
Schedule of selling and marketing expenses | Year ended December 31 2020 2019 2018 U.S. dollars in thousands Payroll and related expenses 2,009 2,007 2,801 Share-based payment 299 180 123 Professional fees 461 363 1,118 Marketing 440 452 699 Selling commissions 692 378 86 Other 314 403 715 4,215 3,783 5,542 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of general and administrative expense [text block] [Abstract] | |
Schedule of general and administrative expenses | Year ended December 31 2020 2019 2018 U.S. dollars in thousands Payroll and related expenses 1,130 838 667 Share-based payment 326 396 190 Professional fees 2,184 2,018 885 Other 557 505 183 4,197 3,757 1,925 |
Financial Expenses, Net (Tables
Financial Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of finance income (cost) [text block] [Abstract] | |
Schedule of financial expenses, net | Year ended December 31 2020 2019 2018 U.S. dollars in thousands Finance expenses: Bank fees and interest (152 ) (166 ) (20 ) Issuance expenses (156 ) (447 ) (517 ) Changes financial liabilities at fair value through profit or loss, including day 1 loss - (5,649 ) (2,839 ) Exchange differences - - (120 ) Total finance expenses (308 ) (6,262 ) (3,496 ) Financing income: Changes in financial liabilities at fair value through profit or loss, including day 1 loss 3,245 3,050 945 Interest received from institutions 14 4 10 Exchange differences 289 24 - Total financing income 3,548 3,078 955 Financing income (expenses), net 3,240 (3,184 ) (2,541 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of earnings per share [text block] [Abstract] | |
Schedule of basic loss per share | Year ended December 31 2020 2019 2018 Loss attributable to Company’s owners (U.S. dollars in thousands) (7,845 ) (12,998 ) (11,753 ) The weighted average of the number of ordinary shares in issue, including pre-funded warrants (in thousands) 442,949 13,599 1,765 Basic loss per share (U.S. dollars) (0.02 ) (0.96 ) (6.66 ) |
Schedule of diluted loss per share | Year ended December 31 2020 2019 2018 Loss attributable to Company’s owners, used in computation of basic loss per share (U.S. dollars in thousands) (7,845 ) (12,998 ) (11,753 ) Adjustment in respect of the finance income relating to anti-dilution mechanism and compensation feature (U.S. dollars in thousands) - - (710 ) Adjustment in respect of the finance income relating to B Warrants and Warrants (U.S. dollars in thousands) - (1,462 ) - Adjustment in respect of the finance income relating to Convertible Debentures (U.S. dollars in thousands) (1,692 ) - - (9,537 ) (14,460 ) (12,463 ) The weighted average of the number of ordinary shares in issue used in computation of basic loss per share (in thousands) 442,949 13,599 35,302 Adjustment in respect of incremental shares assuming the conversion to anti-dilution mechanism and compensation feature (in thousands) - - 344 Adjustment in respect of incremental shares assuming the conversion to B Warrants and Warrants (in thousands) - 421 - Adjustment in respect of incremental shares assuming the conversion to Convertible Debentures (in thousands) 12,517 - - 455,466 14,020 35,646 Diluted loss per share (U.S. dollars) (0.02 ) (1.03 ) (6.99 ) |
Related Parties Transactions _2
Related Parties Transactions and Balances (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of related party [text block] [Abstract] | |
Schedule of compensation to related parties | Year ended December 31 2020 2019 2018 U.S. dollars in thousands Compensation to directors employed by the Company 1,122 656 470 Compensation to other key management personnel 1,245 1,410 1,646 Compensation to directors who are not employed by the Company 80 80 66 |
Schedule of compensation to key management personnel for work services | Year ended December 31 2020 2019 2018 U.S. dollars in thousands Payroll, management fees, and other short-term benefits 1,402 1,721 1,758 Bonuses and commissions 667 173 146 Share-based payments 297 226 219 2,366 2,120 2,123 |
Schedule of balances with related parties | December 31 2020 2019 U.S. dollars in thousands Employees payable 58 53 Employees accrued vacation 141 110 Accrued bonuses & commissions 142 170 Accounts payable 71 69 412 402 |
Entity Level Disclosures and _2
Entity Level Disclosures and Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of entity's operating segments [text block] [Abstract] | |
Schedule of revenues by geographical area | Cyber Security IPPN Services Total Year ended December 31, 2020 U.S. dollar in thousands Revenues 1,047 3,839 4,886 Adjusted operating loss (5,287 ) (835 ) (6,122 ) Share-based payments (742 ) Contingent consideration measurement (345 ) Impairment of goodwill and intangible assets (2,759 ) Depreciation and amortization (1,363 ) Operating loss (11,331 ) Financial expenses, net 3,240 Taxes on income 246 Net loss for the period (7,845 ) Cyber Security IPPN Services Total Year ended December 31, 2019 U.S. dollar in thousands Revenues 1,308 1,976 3,284 Adjusted operating loss (6,715 ) 89 (6,626 ) Share-based payments (612 ) Contingent consideration measurement (159 ) Impairment of goodwill and intangible assets (1,272 ) Depreciation and amortization (1,122 ) Operating loss (9,791 ) Financial expenses, net (3,184 ) Taxes on income (23 ) Net loss for the period (12,998 ) |
Schedule of major customers | Israel USA Other Total U.S. dollars in thousands Company’s revenues: For the year 2020 973 1,837 2,076 4,886 For the year 2019 1,071 1,418 795 3,284 For the year 2018 988 353 125 1,466 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies (Details) [Line Items] | ||
Impairment loss of goodwill | $ 2,759 | $ 1,002 |
Impairment loss related to technology | 479 | |
Weighted average of lessee’s incremental annual borrowing rate applied to the lease liabilities | 13.70% | |
Right-of-use lease assets | $ 166 | |
Amount of current lease liabilities | 97 | |
Amount of non-current lease liabilities | $ 69 | |
Technology [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Impairment loss related to technology | $ 270 | |
Technology [Member] | Minimum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Fair value at acquisition period | 5 years | |
Technology [Member] | Maximum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Fair value at acquisition period | 8 years | |
Customer Relations [Member] | Minimum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Fair value at acquisition period | 7 years | |
Customer Relations [Member] | Maximum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Fair value at acquisition period | 7 years 6 months |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of property and equipment, net | 12 Months Ended |
Dec. 31, 2020 | |
Computers and software [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, net [Line Items] | |
Useful Life | 3 years |
Office furniture and equipment [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, net [Line Items] | |
Useful Life | 7 years |
Office furniture and equipment [Member] | Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, net [Line Items] | |
Useful Life | 3 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of estimated useful lives of the right of use assets | 12 Months Ended |
Dec. 31, 2020 | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of the right of use assets [Line Items] | |
Motor vehicles | 3 years |
Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of the right of use assets [Line Items] | |
Property | 1 year 109 days |
Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of estimated useful lives of the right of use assets [Line Items] | |
Property | 6 years |
Financial Instruments and Fin_3
Financial Instruments and Financial Risk Management (Details) - Schedule of analyzes non-derivative financial liabilities - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Less than one year [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of analyzes non-derivative financial liabilities [Line Items] | ||
Contingent consideration | $ 915 | $ 2,170 |
Short-term loan | 4 | |
Convertible debentures | 7,151 | |
Lease liabilities | 298 | 184 |
IIA liability | 8 | |
Trade payables and other payables | 1,632 | 1,790 |
Non-derivative financial liabilities | 2,845 | 11,307 |
Between one to two years [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of analyzes non-derivative financial liabilities [Line Items] | ||
Contingent consideration | 684 | |
Short-term loan | ||
Convertible debentures | ||
Lease liabilities | 365 | 324 |
IIA liability | 140 | 108 |
Trade payables and other payables | ||
Non-derivative financial liabilities | $ 1,189 | $ 432 |
Financial Instruments and Fin_4
Financial Instruments and Financial Risk Management (Details) - Schedule of changes in level 3 instruments - Level 3 of fair value hierarchy [member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Financial Instruments and Financial Risk Management (Details) - Schedule of changes in level 3 instruments [Line Items] | |||
Balance | $ 10,958 | $ 753 | |
Initial recognition of financial liability | 2,134 | 25,245 | 3,175 |
Initial recognition of unrecognized day 1 loss | (10,692) | ||
Conversion to equity of financial liability | (4,778) | (5,562) | |
Repayment of convertible debentures | (680) | (470) | |
Payment of contingent consideration | (1,600) | ||
Recognition of day 1 loss within profit or loss | 329 | 6,749 | |
Changes in fair value recognized within profit or loss | (3,316) | (4,312) | 2,239 |
Classification to equity of Series B warrants | (3,479) | ||
Classification to level 1, see Note 16(d) | (901) | ||
Exercise of anti-dilution feature | (1,787) | ||
Balance | 3,047 | 10,958 | |
Contingent consideration [member] | |||
Financial Instruments and Financial Risk Management (Details) - Schedule of changes in level 3 instruments [Line Items] | |||
Balance | 2,170 | ||
Initial recognition of financial liability | 684 | 2,008 | |
Initial recognition of unrecognized day 1 loss | |||
Conversion to equity of financial liability | |||
Repayment of convertible debentures | |||
Payment of contingent consideration | (1,600) | ||
Recognition of day 1 loss within profit or loss | |||
Changes in fair value recognized within profit or loss | 345 | 162 | |
Balance | 1,599 | 2,170 | |
Convertible debentures [Member] | |||
Financial Instruments and Financial Risk Management (Details) - Schedule of changes in level 3 instruments [Line Items] | |||
Balance | 7,151 | ||
Initial recognition of financial liability | 13,257 | ||
Initial recognition of unrecognized day 1 loss | (5,836) | ||
Conversion to equity of financial liability | (4,778) | (4,501) | |
Repayment of convertible debentures | (680) | (470) | |
Payment of contingent consideration | |||
Recognition of day 1 loss within profit or loss | 4,198 | ||
Changes in fair value recognized within profit or loss | (1,693) | 503 | |
Balance | 7,151 | ||
Derivative financial instruments [Member] | |||
Financial Instruments and Financial Risk Management (Details) - Schedule of changes in level 3 instruments [Line Items] | |||
Balance | 1,637 | 61 | |
Initial recognition of financial liability | 1,450 | 9,980 | 2,678 |
Initial recognition of unrecognized day 1 loss | (4,856) | ||
Conversion to equity of financial liability | (1,061) | ||
Repayment of convertible debentures | |||
Payment of contingent consideration | |||
Recognition of day 1 loss within profit or loss | 329 | 2,551 | |
Changes in fair value recognized within profit or loss | (1,968) | (4,977) | 1,641 |
Classification to equity of Series B warrants | (3,479) | ||
Classification to level 1, see Note 16(d) | (901) | ||
Exercise of anti-dilution feature | |||
Balance | $ 1,448 | $ 1,637 | |
Anti-dilution feature [Member] | |||
Financial Instruments and Financial Risk Management (Details) - Schedule of changes in level 3 instruments [Line Items] | |||
Balance | 692 | ||
Initial recognition of financial liability | 497 | ||
Changes in fair value recognized within profit or loss | 598 | ||
Classification to equity of Series B warrants | |||
Classification to level 1, see Note 16(d) | |||
Exercise of anti-dilution feature | (1,787) | ||
Balance |
Financial Instruments and Fin_5
Financial Instruments and Financial Risk Management (Details) - Schedule of financial instruments - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||||
Cash and cash equivalents | $ 11,017 | $ 4,341 | $ 3,717 | $ 3,514 |
Trade receivable and other receivables (excluding prepaid expenses) | 981 | 970 | ||
Long-term deposit | 50 | 44 | ||
Restricted deposits | 29 | |||
Assets | 12,048 | 5,384 | ||
Liabilities: | ||||
Short-term loan | 4 | |||
Contingent consideration | 1,599 | 2,170 | ||
Convertible debentures | 7,151 | |||
Lease liabilities | 663 | 508 | $ 166 | |
Trade payables and other payables | 1,632 | 1,790 | ||
IIA liability | 140 | 116 | ||
Derivative financial instruments | 1,448 | 1,637 | ||
Liabilities | 5,482 | 13,376 | ||
Financial liabilities at amortized cost [Member] | ||||
Liabilities: | ||||
Short-term loan | 4 | |||
Lease liabilities | 663 | 508 | ||
Trade payables and other payables | 1,632 | 1,790 | ||
IIA liability | 140 | 116 | ||
Liabilities | 2,435 | 2,418 | ||
Liabilities at fair value through profit or loss [Member] | ||||
Liabilities: | ||||
Contingent consideration | 1,599 | 2,170 | ||
Convertible debentures | 7,151 | |||
Derivative financial instruments | 1,448 | 1,637 | ||
Liabilities | $ 3,047 | $ 10,958 |
Financial Instruments and Fin_6
Financial Instruments and Financial Risk Management (Details) - Schedule of valuation processes | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible debentures [Member] | Minimum [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of valuation processes [Line Items] | ||
Risk-free interest rate | 0.16% | 1.59% |
Expected term (in years) | 248 days | 339 days |
Expected volatility | 84.52% | 83.55% |
Convertible debentures [Member] | Maximum [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of valuation processes [Line Items] | ||
Risk-free interest rate | 0.40% | 2.42% |
Expected term (in years) | 1 year 87 days | 1 year 6 months |
Expected volatility | 125.97% | 101.89% |
Derivative Financial Instruments [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of valuation processes [Line Items] | ||
Risk-free interest rate | 0.21% | |
Expected term (in years) | 3 years 156 days | |
Expected volatility | 104.47% | |
Derivative Financial Instruments [Member] | Minimum [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of valuation processes [Line Items] | ||
Risk-free interest rate | 1.58% | |
Expected term (in years) | 4 years 156 days | |
Expected volatility | 83.32% | |
Derivative Financial Instruments [Member] | Maximum [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of valuation processes [Line Items] | ||
Risk-free interest rate | 2.38% | |
Expected term (in years) | 5 years | |
Expected volatility | 85.42% | |
MFN Warrants [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of valuation processes [Line Items] | ||
Risk-free interest rate | 1.76% | |
Expected term (in years) | 5 years 6 months | |
Expected volatility | 84.40% | |
MFN Warrants [Member] | Minimum [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of valuation processes [Line Items] | ||
Risk-free interest rate | 0.23% | |
Expected term (in years) | 3 years 313 days | |
Expected volatility | 95.43% | |
MFN Warrants [Member] | Maximum [Member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of valuation processes [Line Items] | ||
Risk-free interest rate | 0.37% | |
Expected term (in years) | 5 years | |
Expected volatility | 101.48% | |
Contingent consideration [member] | ||
Financial Instruments and Financial Risk Management (Details) - Schedule of valuation processes [Line Items] | ||
Risk-free interest rate | 0.10% | 1.88% |
Expected term (in years) | 1 year 21 days | 200 days |
Expected volatility | 50.10% | 51.90% |
Account Receivable - Trade, N_2
Account Receivable - Trade, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of trade and other receivables [text block] [Abstract] | ||
Provision for credit losses | $ 95 | |
Recorded debt write-off amount | $ 62 | $ 29 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of property, plant and equipment [text block] [Abstract] | |||
Depreciation expense | $ 164 | $ 110 | $ 68 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cost: | |||
Property and equipment, gross | $ 611 | $ 569 | $ 336 |
Less – accumulated depreciation | (467) | (303) | (193) |
Property and equipment, net | 144 | 266 | 143 |
Computers and software [Member] | |||
Cost: | |||
Property and equipment, gross | 407 | 382 | 186 |
Office furniture and equipment [Member] | |||
Cost: | |||
Property and equipment, gross | 148 | 131 | 104 |
Leasehold improvements [Member] | |||
Cost: | |||
Property and equipment, gross | $ 56 | $ 56 | $ 46 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 28, 2020 | Dec. 24, 2020 | Dec. 08, 2020 | Jun. 12, 2019 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible Assets (Details) [Line Items] | ||||||||
Amortization expenses | $ 1,021 | $ 829 | $ 276 | |||||
Impairment loss | $ 479 | |||||||
Terminal growth rate, description | The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 2%, after-tax discount rate of 20.9% and pre-tax discount rate of 22.9%. | |||||||
Additional impairment loss | $ 1,959 | |||||||
Description of intellectual property purchase | The intangible assets included are technology and customer supplier which are amortized over 5 years and classified to cost of revenues, and customer relations which are amortized over 7.5 years and classified to selling and marketing expenses. For further details, see Note 17. | The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 2%, after-tax discount rate of 20.7% and pre-tax discount rate of 22.5%. A hypothetical decrease in the growth rate of 1% or an increase of 1% to the discount rate would reduce the value-in-use by approximately $317 thousand and $639 thousand, respectively, and could trigger a potential impairment. | The key assumptions used as part purpose of the goodwill impairment test are terminal growth rate of 2%, after-tax discount rate of 20.5% and pre-tax discount rate of 22.8%. A hypothetical decrease in the growth rate of 1% or an increase of 1% to the discount rate would reduce the value-in-use by approximately $300 thousand and $711 thousand, respectively, and could trigger a potential impairment. | |||||
Goodwill | $ 5,387 | $ 6,877 | ||||||
Agreement of purchase amount | $ 100 | $ 200 | ||||||
Recognized an intangible asset | $ 33 | $ 67 | ||||||
Proxy services business [Member] | ||||||||
Intangible Assets (Details) [Line Items] | ||||||||
Impairment loss | $ 800 | |||||||
NetNut CGU [Member] | ||||||||
Intangible Assets (Details) [Line Items] | ||||||||
Goodwill | 4,118 | 6,877 | ||||||
Chi Cooked CGU [Member] | ||||||||
Intangible Assets (Details) [Line Items] | ||||||||
Goodwill | 1,269 | |||||||
Safe-T CGU [Member] | ||||||||
Intangible Assets (Details) [Line Items] | ||||||||
Impairment loss | 523 | |||||||
Customer supplier [Member] | ||||||||
Intangible Assets (Details) [Line Items] | ||||||||
Intangible assets amortization | 5 years | |||||||
Customer Relationships [Member] | ||||||||
Intangible Assets (Details) [Line Items] | ||||||||
Amortization expenses | $ 38 | $ 21 | $ 6 | |||||
Intangible assets amortization | 7 years | 7 years 6 months |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Balance at beginning of year | $ 12,095 | $ 2,824 | $ 2,516 |
Additions during the year | 1,884 | 12,266 | 308 |
Impairment during the year | (2,759) | (2,995) | |
Balance at end of year | 11,220 | 12,095 | 2,824 |
Balance at beginning of year | 611 | 1,505 | 1,229 |
Additions during the year | 1,021 | 829 | 276 |
Retirements during the year | (1,723) | ||
Balance at end of year | 1,632 | 611 | 1,505 |
Amortized balance | 9,588 | 11,484 | 1,319 |
Technology [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Balance at beginning of year | 4,959 | 2,263 | 1,955 |
Additions during the year | 100 | 4,651 | 308 |
Impairment during the year | (1,955) | ||
Balance at end of year | 5,059 | 4,959 | 2,263 |
Balance at beginning of year | 592 | 1,469 | 1,199 |
Additions during the year | 983 | 808 | 270 |
Retirements during the year | (1,685) | ||
Balance at end of year | 1,575 | 592 | 1,469 |
Amortized balance | 3,484 | 4,367 | 794 |
Customer relations [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Balance at beginning of year | 259 | 38 | 38 |
Additions during the year | 515 | 259 | |
Impairment during the year | (38) | ||
Balance at end of year | 774 | 259 | 38 |
Balance at beginning of year | 19 | 36 | 30 |
Additions during the year | 38 | 21 | 6 |
Retirements during the year | (38) | ||
Balance at end of year | 57 | 19 | 36 |
Amortized balance | 717 | 240 | 2 |
Goodwill [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Balance at beginning of year | 6,877 | 523 | 523 |
Additions during the year | 1,269 | 7,356 | |
Impairment during the year | (2,759) | (1,002) | |
Balance at end of year | 5,387 | 6,877 | 523 |
Balance at beginning of year | |||
Additions during the year | |||
Retirements during the year | |||
Balance at end of year | |||
Amortized balance | $ 5,387 | $ 6,877 | $ 523 |
Interests in Other Entities (De
Interests in Other Entities (Details) - Schedule of interests in other entities | 12 Months Ended | |
Dec. 31, 2020 | ||
Safe-T Data A.R Ltd. [Member] | ||
Interests in Other Entities (Details) - Schedule of interests in other entities [Line Items] | ||
Name of company | Safe-T Data A.R Ltd. | |
Principal place of business | Israel | |
Nature of business activities | Development of data security software | |
Percentage held directly by the Company | 100.00% | |
Rate of shares held by the Company | 100.00% | |
Safe-T USA Inc. [Member] | ||
Interests in Other Entities (Details) - Schedule of interests in other entities [Line Items] | ||
Name of company | Safe-T USA Inc. | |
Principal place of business | USA | |
Nature of business activities | Business development and sales in the USA | |
Percentage held directly by the Company | ||
Rate of shares held by the Company | 100.00% | |
NetNut Ltd [Member] | ||
Interests in Other Entities (Details) - Schedule of interests in other entities [Line Items] | ||
Name of company | NetNut Ltd.(1) | [1] |
Principal place of business | Israel | [1] |
Nature of business activities | Business IPPN solution | [1] |
Percentage held directly by the Company | 100.00% | [1] |
Rate of shares held by the Company | 100.00% | [1] |
Chi Cooked LLC [Member] | ||
Interests in Other Entities (Details) - Schedule of interests in other entities [Line Items] | ||
Name of company | Chi Cooked LLC (2) | [2] |
Principal place of business | USA | [2] |
Nature of business activities | IPPN solution | [2] |
Percentage held directly by the Company | [2] | |
Rate of shares held by the Company | 100.00% | [2] |
[1] | Acquired on June 12, 2019 | |
[2] | Acquired on December 8, 2020 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of income tax [text block] [Abstract] | |||
Corporate tax rate | 23.00% | ||
U.S. federal tax rate | 21.00% | 21.00% | 21.00% |
Carryforward tax losses in Israel | $ 3.9 | $ 1.8 | |
Carryforward tax losses of Safe-T | 38.5 | 31.5 | |
Carryforward tax losses of NetNut | $ 1.6 | $ 0.4 |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of deferred taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Taxes on Income (Details) - Schedule of deferred taxes [Line Items] | ||
Balance | $ (1,040) | |
Initial recognition due to business combination | (1,026) | |
Taxes on income | 247 | (14) |
Balance | (793) | (1,040) |
Property, plant and equipment, net [Member] | ||
Taxes on Income (Details) - Schedule of deferred taxes [Line Items] | ||
Balance | (33) | |
Initial recognition due to business combination | (46) | |
Taxes on income | 23 | 13 |
Balance | (10) | (33) |
Intangible assets, net [Member] | ||
Taxes on Income (Details) - Schedule of deferred taxes [Line Items] | ||
Balance | (1,007) | |
Initial recognition due to business combination | (1,129) | |
Taxes on income | 224 | 122 |
Balance | (783) | (1,007) |
Carryforward tax losses [Member] | ||
Taxes on Income (Details) - Schedule of deferred taxes [Line Items] | ||
Balance | ||
Initial recognition due to business combination | 149 | |
Taxes on income | (149) | |
Balance |
Taxes on Income (Details) - S_2
Taxes on Income (Details) - Schedule of reconciliation of theoretical tax expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of reconciliation of theoretical tax expense [Abstract] | |||
Loss before taxes on income, as reported in the statement of profit or loss, percentage | 100.00% | 100.00% | 100.00% |
Loss before taxes on income, as reported in the statement of profit or loss | $ 8,091 | $ 12,975 | $ 11,747 |
Theoretical tax saving on this profit or loss, percentage | (23.00%) | (23.00%) | (23.00%) |
Theoretical tax saving on this profit or loss | $ (1,861) | $ (2,984) | $ (2,702) |
Increase in taxes resulting from permanent differences - non-deductible expenses, percentage | 1.10% | 8.00% | 4.50% |
Increase in taxes resulting from permanent differences - non-deductible expenses | $ 86 | $ 1,039 | $ 524 |
Increase in taxes resulting from losses in the reported year for which deferred taxes were not recognized, percentage | 18.90% | 15.20% | 18.60% |
Increase in taxes resulting from losses in the reported year for which deferred taxes were not recognized | $ 1,529 | $ 1,968 | $ 2,184 |
Tax expenses, percentage | (3.04%) | 0.18% | 0.05% |
Tax expenses | $ (246) | $ 23 | $ 6 |
Accounts Payable and Accruals_2
Accounts Payable and Accruals (Details) - Schedule of accounts payable - other - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of accounts payable - other [Abstract] | ||
Employees and related institutions | $ 698 | $ 654 |
Accrued expenses | 660 | 899 |
Accounts payable - other | $ 1,358 | $ 1,553 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) - USD ($) | Jul. 02, 2018 | Jun. 29, 2020 | Jun. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of commitments [text block] [Abstract] | |||||
Grants total | $ 146,000 | ||||
Liability to pay the IIA royalties for future sales | $ 374,000 | $ 140,000 | $ 108,000 | ||
Royalties payable, description | Royalties are payable at the rate of 3% to 3.5% of the proceeds from such sales. | Royalties are payable at the rate of 3% to 3.5% of the proceeds from such sales. | |||
Royalties paid | $ 9,000 | ||||
Share and asset purchase agreement, description | As a result of a commercial dispute relating to the Share and Asset Purchase Agreement with respect to NetNut’s acquisition (as further described in Note (17a)), on June 25, 2020, the Company entered into a settlement and release of claims agreement (the “Settlement Agreement”) with certain former shareholders of NetNut (the “Settling Shareholders”), consisting of 80% of the holdings of the former shareholders of NetNut, pursuant to which the Company will make certain payments to the Settling Shareholders in lieu of paying the Earnout Amount. | ||||
Description of settlement agreement | the Company paid $1.6 million on behalf of the Settlement Agreement. Also, based on the Settlement Agreement terms, the Company committed to pay by April 30, 2021 an additional earn-out payment ranging between $440 thousand and $800 thousand, depending on NetNut’s financial results for 2020. | ||||
Final earn-out payment | 440,000 | ||||
Payments of shares and asset purchase agreement | 475,000 | ||||
Total contingent consideration | $ 915,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of leases [text block] [Abstract] | ||
Expense relating to short-term leases | $ 123 | $ 211 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of right-of-use assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cost | ||
Cost, Balance at beginning of year | $ 578 | $ 166 |
Cost, Additions during year | 336 | 472 |
Cost, Disposals during year | (104) | (60) |
Cost, Balance at end of year | 810 | 578 |
Accumulated amortization | ||
Accumulated amortization, Balance at beginning of year | (137) | |
Accumulated amortization, Amortization during year | (179) | (115) |
Accumulated amortization, Additions during year | (41) | |
Accumulated amortization, Disposals during year | 49 | 19 |
Accumulated amortization, Balance at end of year | (267) | (137) |
Property [Member] | ||
Cost | ||
Cost, Balance at beginning of year | 465 | 19 |
Cost, Additions during year | 174 | 446 |
Cost, Disposals during year | ||
Cost, Balance at end of year | 639 | 465 |
Accumulated amortization | ||
Accumulated amortization, Balance at beginning of year | (106) | |
Accumulated amortization, Amortization during year | (98) | (65) |
Accumulated amortization, Additions during year | (41) | |
Accumulated amortization, Disposals during year | ||
Accumulated amortization, Balance at end of year | (204) | (106) |
Motor vehicles [Member] | ||
Cost | ||
Cost, Balance at beginning of year | 113 | 147 |
Cost, Additions during year | 162 | 26 |
Cost, Disposals during year | (104) | (60) |
Cost, Balance at end of year | 171 | 113 |
Accumulated amortization | ||
Accumulated amortization, Balance at beginning of year | (31) | |
Accumulated amortization, Amortization during year | (81) | (50) |
Accumulated amortization, Additions during year | ||
Accumulated amortization, Disposals during year | 49 | 19 |
Accumulated amortization, Balance at end of year | $ 63 | $ (31) |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Composition in 2020 | ||
Balance at beginning of year | $ 508 | $ 166 |
Additions during year | 336 | 469 |
Interest expense during year | 85 | 76 |
Termination during year | (52) | (44) |
Payments during year | (214) | (159) |
Balance at end of year | 663 | 508 |
Property [Member] | ||
Composition in 2020 | ||
Balance at beginning of year | 431 | 19 |
Additions during year | 174 | 443 |
Interest expense during year | 77 | 49 |
Payments during year | (148) | (80) |
Balance at end of year | 534 | 431 |
Property [Member] | Short-term lease liabilities [Member] | ||
Composition in 2020 | ||
Balance at beginning of year | 135 | |
Balance at end of year | 235 | 135 |
Property [Member] | Long-term lease liabilities [Member] | ||
Composition in 2020 | ||
Balance at beginning of year | 296 | |
Balance at end of year | 299 | 296 |
Motor vehicles [Member] | ||
Composition in 2020 | ||
Balance at beginning of year | 77 | 147 |
Additions during year | 162 | 26 |
Interest expense during year | 8 | 27 |
Termination during year | (52) | (44) |
Payments during year | (66) | (79) |
Balance at end of year | 129 | 77 |
Motor vehicles [Member] | Short-term lease liabilities [Member] | ||
Composition in 2020 | ||
Balance at beginning of year | 49 | |
Balance at end of year | 63 | 49 |
Motor vehicles [Member] | Long-term lease liabilities [Member] | ||
Composition in 2020 | ||
Balance at beginning of year | 28 | |
Balance at end of year | $ 66 | $ 28 |
Retirement Benefits Obligation
Retirement Benefits Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Retirement Benefits Obligation [Abstract] | |||
Expense in respect of defined contribution plans | $ 177 | $ 205 | $ 234 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | Jun. 01, 2020 | Nov. 05, 2019 | Apr. 23, 2020 | Dec. 26, 2019 | Nov. 30, 2019 | Oct. 31, 2019 | Aug. 30, 2019 | Jul. 24, 2019 | Apr. 01, 2020 | Dec. 31, 2020 | Apr. 09, 2020 | Dec. 31, 2019 |
Convertible Debentures (Details) [Line Items] | ||||||||||||
Term of warrants | 5 years | |||||||||||
Debentures principle | $ 7,151,000 | |||||||||||
Accrued interest payment | 17,133 | |||||||||||
Accrued interest | $ 680,000 | |||||||||||
Issuance expenses | 156,000 | |||||||||||
Lenders [Member] | ||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||
Description of convertible debentures | If the Lender decided to exercise his Most Favored Nation Rights in connection with the November 2019 Public Offering, then the Lender would exchange his debentures for (i) ADSs at an exchange rate equal to $7.00, the per ADS offering price in the November 2019 Public Offering, and (ii) an even number of ADS purchase warrants at $7.70 per ADS (the “$7.70 MFN Warrants”), which $7.70 MFN Warrants were to be in form and substance identical to the warrants issued in the concurrent private placement to the November 2019 Public Offering, except for also having cashless exercise mechanism. | |||||||||||
Exercise price of other outstanding Warrants | $ 8 | |||||||||||
Description of warrants | During November 2019, the lender converted debentures at an aggregate amount of approximately $1.6 million and was issued with 344,144 $7.70 MFN Warrants at expiration terms of 5 years from issuance. | the Lenders were issued 1,092,575 ADSs upon conversion of Debentures including interest at an aggregate amount of approximately $3.3 million. Also, they were issued with 1,053,417 $3.30 MFN Warrants, which can be exercised into 1,053,417 ADSs. | ||||||||||
Repaid debentures | $ 470 | |||||||||||
Waiving amount | $ 330 | |||||||||||
Issued ADSs upon conversion of debentures | 410,045 | |||||||||||
Payment included redemption | $ 836,000 | |||||||||||
Convertible debentures [Member] | ||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||
Issued ADSs upon conversion of debentures | 16,401,808 | |||||||||||
Net amount was classified to equity | $ 3,300,000 | |||||||||||
Debentures principle | $ 3,854,000 | |||||||||||
Securities Purchase Agreement [Member] | Lenders [Member] | ||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||
Aggregate amount of convertible loan | $ 6,000,000 | |||||||||||
Warrants | 146,341 | |||||||||||
Warrants to purchase ADSs | 146,341 | |||||||||||
First tranche of loan amount received | $ 1,000,000 | |||||||||||
Second tranche of loan amount received | $ 5,000,000 | |||||||||||
Convertible debentures term | 18 years | |||||||||||
Interest per annum | 8.00% | |||||||||||
Description of convertible debentures | the Company signed an additional securities purchase agreement, according to which the Company obtained another convertible loan from the Lenders, who partially exercised their Greenshoe Option in the approximate amount of $666 thousand for each Lender, for a total of $1,332 thousand (the “December Greenshoe Debentures”). The December Greenshoe Debentures had an 18-month term from issuance and bear interest at 8% per annum payable quarterly in cash or ADSs. According to the agreement, the December Greenshoe Debentures as well as all previous outstanding Debentures, are convertible at $8.00, subject to adjustments. In addition, the Lenders had a Most Favored Nation Right for a subsequent financing on better terms, for the term of the Debentures, for the December Greenshoe Debentures as well as for all previous outstanding Debentures in the amount of $3,854 thousand, such that the Lenders were able to convert into the subsequent financing on a dollar-for-dollar basis or at the terms of the Company’s December 2019 registered direct offering. | the Company obtained another convertible loan from one of the Lenders, who partially exercised its Greenshoe Option in the amount of $500 thousand (the “October Greenshoe Debentures”). The October Greenshoe Debentures had an 18-month term from issuance and bear interest at 8% per annum payable quarterly in cash or ADSs. The October Greenshoe Debentures’ initial conversion price was $8.00 per ADS, subject to adjustments. | the Company obtained another convertible loan from one of the Lenders in the amount of $400 thousand (the “August Greenshoe Debentures”). The August Greenshoe Debentures have an 18-month term from issuance and bear interest at 8% per annum payable quarterly in cash or ADSs. Upon issuance, the August Greenshoe Debentures were convertible at $19.92. The conversion price of the August Greenshoe Debentures would reset, but not below $8 per ADS, if there was a subsequent issuance of the Company’s securities below the conversion price per share, to the price of the subsequent issuance. | The Debentures’ initial conversion price was set to $41 per ADS, and then was several times reset following triggering of an adjustment mechanism that was agreed upon in the April 2019 Agreement, setting forth that the conversion price will be reset, if there is a subsequent issuance of the Company’s securities, below the conversion price, to the price of the subsequent issuance. The Debentures contain other customary anti-dilution features, with the Black-Scholes value of the Debentures payable upon the occurrence of a fundamental transaction. The Company can redeem the Debentures after the effective date, which was set as June 4, 2019, upon a 20 trading days prior notice to the Lenders at 120% of the principal amount of the Debentures, plus accrued interest. | ||||||||
Warrants exercise price per ADS | $ 47.15 | |||||||||||
Warrant coverage, percentage | 100.00% | |||||||||||
Term of warrants | 18 years | |||||||||||
Expire date of subsequent financing | Jun. 5, 2020 | |||||||||||
Term of participation right in subsequent financing | 12 years | |||||||||||
Percentage of subsequent financing | 50.00% | |||||||||||
Repricing Agreement [Member] | Lenders [Member] | ||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||
Warrants to purchase ADSs | 36,232 | |||||||||||
Warrants exercise price per ADS | $ 27.60 | |||||||||||
Exercise price of other outstanding Warrants | $ 27.60 | |||||||||||
Description of warrants | Following the execution of the Repricing Agreement, the Lenders exercised the Warrants into 36,232 ADSs (representing 1,449,280 ordinary shares of the Company) on July 24, 2019, for consideration of $1 million. | |||||||||||
Second Repricing Agreement [Member] | Lenders [Member] | ||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||
Warrants to purchase ADSs | 5,020 | |||||||||||
Warrants exercise price per ADS | $ 19.92 | |||||||||||
Exercise price of other outstanding Warrants | $ 19.92 | |||||||||||
Description of warrants | Following the execution of the Second Repricing Agreement, the Lender exercised the said Warrants into 5,020 ADSs (representing 200,800 ordinary shares of the Company) on August 30, 2019 for consideration of $100 thousand. | |||||||||||
Lenders [Member] | ||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||
Description of convertible debentures | If the Lenders decided to exercise their Most Favored Nation Rights in connection with the December 2019 Registered Direct Offering, then the Lenders would exchange their debentures for (i) ADSs at an exchange rate equal to $3.15, the per ADS offering price in the December 2019 Registered Direct Offering, and (ii) an even number of ADS purchase warrants at $3.30 per ADS (the “$3.30 MFN Warrants”), which $3.30 MFN Warrants would be in form and substance identical to the warrants issued in the concurrent private placement to the December 2019 Registered Direct Offering. |
Share Based Payment (Details)
Share Based Payment (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share Based Payment (Details) [Line Items] | ||||
Fair value | $ 2.5 | $ 2.5 | $ 2.5 | |
Description of warrants grant | the Company issued 50,000 warrants to a certain service provider, which can be exercised into 50,000 ADSs (2,000,000 ordinary shares) using a cashless mechanism. The exercise price of the warrants is $1.015 per ADS, they vest 50% upon issuance and 50% following 6 months form the date of grant, and their expiration date is 3 years from the date of issuance. | |||
Fair value of warrants (in Dollars) | $ 52 | |||
Expected volatility rate | 115.78% | |||
Risk-free interest rate | 0.17% | |||
Expected term | 2 years 335 days | |||
Minimum [Member] | ||||
Share Based Payment (Details) [Line Items] | ||||
Exercise price of option | 0 | |||
Maximum [Member] | ||||
Share Based Payment (Details) [Line Items] | ||||
Exercise price of option | $ 38.86 |
Share Based Payment (Details) -
Share Based Payment (Details) - Schedule of company's grants under the Plan shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 03, 2008 | Dec. 02, 2008USD ($)₪ / sharesshares | ||
June 20, 2018 [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Options amount (in Shares) | shares | 33,502 | ||
Fair value at the date of grant (in Dollars) | $ | [1] | $ 130 | |
Risk free interest | 2.24% | ||
Expected term | 10 years | ||
Volatility | [2] | 75.50% | |
June 20, 2018 [Member] | Minimum [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | $ 29.80 | ||
June 20, 2018 [Member] | Top of range [member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | $ 59.40 | ||
June 20, 2018 [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Options amount (in Shares) | shares | 11,500 | ||
Fair value at the date of grant (in Dollars) | $ | [1] | $ 72 | |
Risk free interest | 2.24% | ||
Expected term | 10 years | ||
Volatility | [2] | 75.30% | |
June 20, 2018 [Member] | Top of range [member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | $ 28.60 | ||
October 2, 2019 [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Options amount (in Shares) | shares | 269,476 | ||
Fair value at the date of grant (in Dollars) | $ | [1] | $ 189 | |
Risk free interest | 0.72% | ||
Expected term | 3 years | ||
Volatility | [2] | 81.33% | |
October 2, 2019 [Member] | Minimum [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | $ 0.02 | ||
October 2, 2019 [Member] | Top of range [member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | $ 4.062 | ||
February 25, 2020 [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Options amount (in Shares) | shares | [3] | 526,589 | |
Fair value at the date of grant (in Dollars) | $ | [1],[3] | $ 27 | |
Expected term | [3] | 3 years | |
February 25, 2020 [Member] | Top of range [member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | [3] | $ 0.001 | |
May 26, 2020 [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Options amount (in Shares) | shares | [3] | 306,870 | |
Fair value at the date of grant (in Dollars) | $ | [1],[3] | $ 10 | |
Expected term | [3] | 3 years | |
May 26, 2020 [Member] | Top of range [member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | [3] | $ 0 | |
August 2, 2020 [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Options amount (in Shares) | shares | 51,290,000 | ||
Fair value at the date of grant (in Dollars) | $ | [1] | $ 1,341 | |
August 2, 2020 [Member] | Minimum [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | $ 0 | ||
Risk free interest | 0.16% | ||
Expected term | 3 years | ||
Volatility | [2] | 99.89% | |
August 2, 2020 [Member] | Top of range [member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | $ 0.151 | ||
Risk free interest | 0.71% | ||
Expected term | 10 years | ||
Volatility | [2] | 109.54% | |
August 30, 2020 [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Options amount (in Shares) | shares | 300,000 | ||
Fair value at the date of grant (in Dollars) | $ | [1] | $ 5 | |
Risk free interest | 0.74% | ||
Expected term | 10 years | ||
Volatility | [2] | 99.08% | |
August 30, 2020 [Member] | Top of range [member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | $ 0.131 | ||
September 15, 2020 [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Options amount (in Shares) | shares | 36,450,000 | ||
Fair value at the date of grant (in Dollars) | $ | [1] | $ 483 | |
September 15, 2020 [Member] | Minimum [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Risk free interest | 0.07% | ||
Expected term | 1 year 6 months | ||
Volatility | [2] | 98.66% | |
September 15, 2020 [Member] | Top of range [member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | $ 0.151 | ||
Risk free interest | 0.82% | ||
Expected term | 10 years | ||
Volatility | [2] | 120.99% | |
December 23, 2020 [Member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Options amount (in Shares) | shares | [3] | 422,400 | |
Fair value at the date of grant (in Dollars) | $ | [1],[3] | $ 13 | |
Expected term | [3] | 3 years | |
December 23, 2020 [Member] | Top of range [member] | |||
Share Based Payment (Details) - Schedule of company's grants under the Plan [Line Items] | |||
Exercise price (in New Shekels per share) | [3] | $ 0 | |
[1] | The early exercise multiple used for the fair value calculations for grants during 2020, 2019 and 2018 is 2.5 for each offeree. | ||
[2] | Volatility is based on volatility data of the traded share price of the Company. | ||
[3] | Fully vested at grant date, calculated according to the intrinsic value at the date of grant. |
Share Based Payment (Details)_2
Share Based Payment (Details) - Schedule of share options outstanding and weighted average exercise prices - Share options [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Payment (Details) - Schedule of share options outstanding and weighted average exercise prices [Line Items] | |||
Number of options, Outstanding at beginning of year | 261,276 | 173,628 | 202,763 |
Average exercise price, Outstanding at beginning of year (in Dollars per share) | $ 6.20 | $ 22.19 | $ 25.20 |
Number of options, Outstanding at end of year | 88,252,824 | 261,276 | 173,628 |
Average exercise price, Outstanding at end of year (in Dollars per share) | $ 0.05 | $ 6.20 | $ 22.19 |
Number of options, Exercisable at end of year | 5,909,170 | 253,871 | 93,969 |
Average exercise price per, Exercisable at end of year (in Dollars per share) | $ 0.15 | $ 3.22 | $ 17.80 |
Number of options, Granted | 89,296,128 | 269,476 | 45,002 |
Average exercise price, Granted (in Dollars per share) | $ 0.03 | $ 0.88 | $ 9.20 |
Number of options, Exercised | (251,299) | (66,330) | (8,963) |
Average exercise price, Exercised (in Dollars per share) | $ 0.01 | $ 11.40 | |
Number of options, Forfeited | (1,050,000) | (20,720) | (47,767) |
Average exercise price, Forfeited (in Dollars per share) | $ 0.04 | $ 11.26 | $ 24.60 |
Number of options, Expired | (3,281) | (15,476) | (17,407) |
Average exercise price, Expired (in Dollars per share) | $ 26.05 | $ 16.89 | $ 22.60 |
Number of options, Cancelled | (79,302) | ||
Average exercise price, Cancelled (in Dollars per share) | $ 24.93 |
Share Based Payment (Details)_3
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 88,252,824 | 261,276 | 173,628 |
One Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 55,571 | ||
Weighted average remaining contractual Life | 2 years 146 days | ||
Two Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 3,050,000 | ||
Weighted average remaining contractual Life | 2 years 215 days | ||
Three Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 422,400 | ||
Weighted average remaining contractual Life | 2 years 357 days | ||
Four Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 20,850,000 | ||
Weighted average remaining contractual Life | 9 years 215 days | ||
Five Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 526,859 | ||
Weighted average remaining contractual Life | 2 years 54 days | ||
0.04 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 300,000 | ||
Weighted average remaining contractual Life | 9 years 244 days | ||
0.15 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 180,000 | ||
Weighted average remaining contractual Life | 2 years 215 days | ||
0.15 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 26,160,000 | ||
Weighted average remaining contractual Life | 9 years 215 days | ||
0.15 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 34,350,000 | ||
Weighted average remaining contractual Life | 9 years 215 days | ||
0.04 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 2,100,000 | ||
Weighted average remaining contractual Life | 1 year 73 days | ||
1.17 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 203,146 | 203,146 | |
Weighted average remaining contractual Life | 1 year 9 months | 2 years 277 days | |
7.97 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 14,771 | 14,771 | 14,771 |
Weighted average remaining contractual Life | 3 years 138 days | 4 years 142 days | 5 years 142 days |
7.97 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 10,992 | 10,992 | 16,139 |
Weighted average remaining contractual Life | 4 years 80 days | 5 years 83 days | 6 years 3 months |
7.97 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 13,081 | 13,081 | 13,081 |
Weighted average remaining contractual Life | 5 years 18 days | 6 years 18 days | 7 years 18 days |
7.97 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 500 | 1,281 | 18,501 |
Weighted average remaining contractual Life | 7 years 171 days | 8 years 175 days | 9 years 175 days |
7.97 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 7,500 | 7,500 | 10,000 |
Weighted average remaining contractual Life | 7 years 171 days | 8 years 175 days | 9 years 175 days |
12.20 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 941 | ||
Weighted average remaining contractual Life | 6 years 3 days | ||
16.40 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 5,000 | ||
Weighted average remaining contractual Life | 9 years 175 days | ||
24.40 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 1,000 | 1,000 | 13,500 |
Weighted average remaining contractual Life | 6 years 332 days | 7 years 332 days | 8 years 332 days |
24.80 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 2,004 | 2,004 | 21,570 |
Weighted average remaining contractual Life | 5 years 240 days | 6 years 240 days | 7 years 240 days |
24.80 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 7,778 | ||
Weighted average remaining contractual Life | 7 years 259 days | ||
24.80 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 2,500 | 2,500 | 16,145 |
Weighted average remaining contractual Life | 6 years 87 days | 7 years 87 days | 8 years 87 days |
24.80 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 5,000 | ||
Weighted average remaining contractual Life | 8 years 116 days | ||
24.80 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 2,500 | 7,500 | |
Weighted average remaining contractual Life | 1 year 211 days | 8 years 240 days | |
25.60 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | |||
27.40 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 170 | ||
Weighted average remaining contractual Life | 7 years 240 days | ||
31.60 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 2,500 | ||
Weighted average remaining contractual Life | 8 years 240 days | ||
34.60 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 2,500 | ||
Weighted average remaining contractual Life | 240 days | ||
35.20 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 1,406 | ||
Weighted average remaining contractual Life | 8 years 3 months | ||
36.60 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | |||
Weighted average remaining contractual Life | |||
38.80 Exercise Price [Member] | |||
Share Based Payment (Details) - Schedule of information about exercise price and remaining contractual life of options outstanding [Line Items] | |||
Number outstanding at end of year | 2,500 | 2,500 | 5,625 |
Weighted average remaining contractual Life | 6 years 204 days | 7 years 204 days | 8 years 204 days |
Share Based Payment (Details)_4
Share Based Payment (Details) - Schedule of expenses recognized in the financial statements - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of expenses recognized in the financial statements [Abstract] | |||
Share-based payment plans | $ 742 | $ 612 | $ 381 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | Jul. 22, 2020 | Apr. 23, 2020 | Apr. 02, 2020 | Nov. 05, 2019USD ($) | Nov. 05, 2019USD ($) | Sep. 26, 2019 | Dec. 19, 2018USD ($) | Aug. 21, 2018 | Jun. 03, 2018USD ($)shares | Jun. 03, 2018₪ / shares | Aug. 21, 2021 | Dec. 26, 2019 | Aug. 21, 2018 | Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)₪ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Dec. 26, 2021 | Sep. 15, 2020shares | Jan. 28, 2020shares |
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Ordinary shares, description | The Company’s ordinary shares are traded on the TASE, and, commencing August 21, 2018, the Company’s ADSs are traded on the Nasdaq under the symbol “SFET.” Each ADS represents 40 ordinary shares. The last reported market price for the Company’s securities on December 31, 2020 was $1.42 per ADS on the Nasdaq and $0.037 per share on the TASE | |||||||||||||||||||
Deductible issuance expenses | $ | $ 3,500,000 | |||||||||||||||||||
Private offerings description | the Company has undertaken that in case that it will decide to issue additional shares over the course of up to 12 or 24 months from the respective dates of the issuances, at a price per share that is lower than the price per share that was set as part of the private issuances, it will compensate the relevant investors by issuing additional shares in accordance with the difference between the price per share of the relevant private issuance and the price per share in that future issuance, up to a minimal price that ranges between NIS 0.88-6.00 per share, according to the terms of the relevant issuance. | |||||||||||||||||||
Additional warrants | 74,985 | |||||||||||||||||||
Public offering, description | the Company completed an underwritten public offering on the Nasdaq of 25,522 units comprised of 25,522 ADSs at a price of $287 per ADS, 25,522 Series A warrants to purchase up to 38,278 ADSs with an exercise price of $287 per ADS, and 25,522 Series B warrants to purchase up to a maximum of 59,670 ADSs. The Company received aggregate gross proceeds of approximately $7.335 million from the offering. | |||||||||||||||||||
Warrant description | all the April 2020 Pre-Funded Warrants were exercised into 6,777,500 ADSs in exchange for an aggregate exercise amount of approximately $7 thousand. Also, 3,059,000 April 2020 Warrants were exercised into 3,059,000 ADSs in exchange for an aggregate exercise amount of approximately $3.7 million. | |||||||||||||||||||
Issuance expense | $ | $ 185,000 | |||||||||||||||||||
Underwritten public offering, description | The offering consisted of ((i) 858,600 units (the “April 2020 Units”) of ADS and warrants to purchase one ADS per warrant (the “April 2020 Warrants”), with each Unit consisting of one ADS and one Warrant, and (ii) 6,777,500 pre-funded units (the “April 2020 Pre-Funded Units”), with each Pre-Funded Unit consisting of a pre-funded warrant to purchase one ADS (an “April 2020 Pre-Funded Warrant”) and one Warrant. Each April 2020 Unit was sold at a price of $1.10 per unit, and each April 2020 Pre-Funded Unit was sold at a price of $1.099 per unit, including an exercise price of $0.001 per full ADS. The April 2020 Pre-Funded Warrants are exercisable at any time after the date of issuance upon payment of the exercise price. The Warrants have a per ADS exercise price of $1.20 per full ADS, are exercisable immediately, and will expire five years from the date of issuance. The Company granted the underwriter a 45-day option to purchase up to an additional 1,145,415 ADSs and/or April 2020 Warrants to cover over-allotments, if any. The underwriter did not exercise its option. | The offering consisted of (i) 121,400 units (the “November 2019 Units”) of ADSs and warrants to purchase 1.5 ADSs per warrant (the “November 2019 Warrants”), with each November 2019 Unit consisting of one ADS and one November 2019 Warrant, and (ii) 378,500 pre-funded units (the “November 2019 Pre-Funded Units”), with each November 2019 Pre-Funded Unit consisting of a pre-funded warrant to purchase one ADS (a “November 2019 Pre-Funded Warrant”) and a November 2019 Warrant. | the Company granted the underwriter a 45-day option to purchase up to 3,828 additional ADSs and Series A warrants to purchase up to an additional 5,742 ADSs and Series B warrants to purchase up to an additional 5,742 ADS. The underwriter did not exercise the option. | |||||||||||||||||
Underwriter warrants to purchase | 1,276 | |||||||||||||||||||
Granted exercise amount | $ | $ 287,000 | $ 287,000 | ||||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||||
American depository shares related, description | the Reset Price of the Series B Warrants was set at $86.10 per ADS. As a result, the Series B Warrants holders are entitled to an additional 59,670 ADSs subject to payment of an exercise price of $0.001 per ADS. The exercise period is unlimited. A total of 12,275 ADSs resulting from the Series B Warrants’ Reset Price calculations were not registered with the U.S. Securities and Exchange Commission (“SEC”). | Each ADSs was sold at a price of $3.15 per ADS, and each December 2019 Pre-Funded Warrant was sold at a price of $3.15 per warrant, including the December 2019 Pre-Funded Warrant exercise price of $0.001 per full ADS. The December 2019 Pre-Funded Warrants are exercisable at any time after the date of issuance upon payment of the exercise price. The December 2019 Warrants have a per ADS exercise price of $3.30 per full ADS, are exercisable immediately, and will expire 5.5 years from the date of issuance. | ||||||||||||||||||
ADS exercised | 58,231 | |||||||||||||||||||
Unexercised balance | 1,431 | |||||||||||||||||||
Fair value of the financial liability | $ | $ 3,479,000 | |||||||||||||||||||
Additional underwritten public offering | $ | $ 3.5 | $ 3.5 | ||||||||||||||||||
Sale of stock | Each November 2019 Unit was sold at a price of $7.00 per unit, and each November 2019 Pre-Funded Unit was sold at a price of $7.00 per unit, including the November 2019 Pre-Funded Warrant exercise price of $0.001 per full ADS. The November 2019 Pre-Funded Warrants are exercisable at any time after the date of issuance upon payment of the exercise price. The November 2019 Warrants have a per ADS exercise price of $7.70 per full ADS, are exercisable immediately, and will expire five years from the date of issuance. | |||||||||||||||||||
Pre-funded units related, description | As of December 31, 2019, all November 2019 Pre-Funded Units from this offering were exercised in exchange for the exercise price of $0.001 per ADS, as well as 10,000 warrants that were exercised in an aggregate amount of $77 thousand. 3. On December 26, 2019, the Company completed the December 2019 Registered Direct Offering of $1,668 thousand, before deducting offering expenses. The offering consisted of (i) 269,272 ADSs, and (ii) 260,281 pre-funded warrants, each to purchase one ADS and one regular warrant to purchase one ADS at an exercise price of $3.30 (the “December 2019 Pre-Funded Warrants”). Each ADSs was sold at a price of $3.15 per ADS, and each December 2019 Pre-Funded Warrant was sold at a price of $3.15 per warrant, including the December 2019 Pre-Funded Warrant exercise price of $0.001 per full ADS. The December 2019 Pre-Funded Warrants are exercisable at any time after the date of issuance upon payment of the exercise price. The December 2019 Warrants have a per ADS exercise price of $3.30 per full ADS, are exercisable immediately, and will expire 5.5 years from the date of issuance. For accounting purposes, the Company recognized financial liability in respect of the December 2019 Warrants. These warrants are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. The equity components are initially recognized by subtracting the fair value of the financial liability from consideration received. The equity components are not re-measured in subsequent periods. Issuance expenses of $185 thousand in 2019 were allocated on a pro-rata basis to the three components mentioned above. 4. On April 2, 2020, the Company completed a registered direct offering of $720 thousand, before deducting offering expenses. The offering consisted of 450,000 ADSs at a price per ADS of $1.60. 5. On April 23, 2020, the Company completed an additional underwritten public offering of approximately $8.4 million, before deducting underwriting discounts, commissions and other offering expenses. The offering consisted of ((i) 858,600 units (the “April 2020 Units”) of ADS and warrants to purchase one ADS per warrant (the “April 2020 Warrants”), with each Unit consisting of one ADS and one Warrant, and (ii) 6,777,500 pre-funded units (the “April 2020 Pre-Funded Units”), with each Pre-Funded Unit consisting of a pre-funded warrant to purchase one ADS (an “April 2020 Pre-Funded Warrant”) and one Warrant. Each April 2020 Unit was sold at a price of $1.10 per unit, and each April 2020 Pre-Funded Unit was sold at a price of $1.099 per unit, including an exercise price of $0.001 per full ADS. The April 2020 Pre-Funded Warrants are exercisable at any time after the date of issuance upon payment of the exercise price. The Warrants have a per ADS exercise price of $1.20 per full ADS, are exercisable immediately, and will expire five years from the date of issuance. The Company granted the underwriter a 45-day option to purchase up to an additional 1,145,415 ADSs and/or April 2020 Warrants to cover over-allotments, if any. The underwriter did not exercise its option. As of December 31, 2020, all the April 2020 Pre-Funded Warrants were exercised into 6,777,500 ADSs in exchange for an aggregate exercise amount of approximately $7 thousand. Also, 3,059,000 April 2020 Warrants were exercised into 3,059,000 ADSs in exchange for an aggregate exercise amount of approximately $3.7 million. 6. | |||||||||||||||||||
Registered direct offering, description | The offering consisted of 450,000 ADSs at a price per ADS of $1.60. | the Company completed the December 2019 Registered Direct Offering of $1,668 thousand, before deducting offering expenses. The offering consisted of (i) 269,272 ADSs, and (ii) 260,281 pre-funded warrants, each to purchase one ADS and one regular warrant to purchase one ADS at an exercise price of $3.30 (the “December 2019 Pre-Funded Warrants”). | ||||||||||||||||||
Registered direct equity offering, description | The offering included the issuance of 3,075,000 ADSs at a purchase price of $1.40 per ADS, and 1,145,000 pre-funded warrants (the “July 2020 Pre-Funded Warrants”). The July 2020 Pre-Funded Warrants were sold at a price of $1.40 each, including the July 2020 Pre-Funded Warrant exercise price of $0.001 per full ADS. The July 2020 Pre-Funded Warrants will be exercisable at any time after the date of issuance upon payment of the exercise price. The offering resulted in gross proceeds to the Company of approximately $5.9 million. | |||||||||||||||||||
Pre-Funded Warrants | 1,145,000 | 1,145,000 | ||||||||||||||||||
Aggregate exercise amount | $ | $ 1,000 | |||||||||||||||||||
Reverse stock split, description | the Company’s shareholders approved a reverse split of the share capital of the Company by a ratio of up to 20:1, to be effective at the ratio and date to be determined by the Company’s Board of Directors (the “Board of Directors”). On October 2, 2019, the Board of Directors resolved that the final ratio will be 20:1, which became effective on October 21, 2019 (the “Reverse Split”). | |||||||||||||||||||
Ordinary Shares [Member] | ||||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Additional ordinary shares | 1,250,000,000 | |||||||||||||||||||
Number of shares, authorized | 3,000,000,000 | 3,000,000,000 | 250,000,000 | 1,500,000,000 | ||||||||||||||||
Private Offering [Member] | ||||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Shares issued | 20,823 | |||||||||||||||||||
Exercise price | ₪ / shares | ₪ 6 | |||||||||||||||||||
Antidilution rights | $ | $ 34,000 | |||||||||||||||||||
Additional warrants | 645 | |||||||||||||||||||
Public Offering [Member] | ||||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Shares issued | 289,079 | |||||||||||||||||||
Exercise price | ₪ / shares | $ 6 | |||||||||||||||||||
Antidilution rights | $ | $ 481,000 | |||||||||||||||||||
Additional warrants | 745 | |||||||||||||||||||
Series A warrants [Member] | ||||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Warrant description | The Series A warrants have a term of six years, are exercisable immediately and have an exercise price of $287 per ADS. The Series B warrants will become exercisable, if at all, commencing 120 days after issuance, at the discretion of the holder thereof until exercised in full, if at the 120th day after issuance, 80% of the lowest volume weighted average price of the ADSs during the five trading days immediately prior to such date (the “Reset Price”), is lower than $287. In such event, each Series B warrant holder will be entitled to additional ADSs at an exercise price of $0.02 per ADS, with the number of ADSs exercisable equal to the aggregate investment by such holder in connection with the closing of the offering divided by the Reset Price, less any ADSs issued to such holder at the closing of the offering. In no event shall the Reset Price be less than $86.10, subject to customary adjustments for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions. In the event the right to purchase additional ADSs is not triggered on the 120th day after issuance, the Series B warrants will expire immediately. | |||||||||||||||||||
Series B warrants [Member] | ||||||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||||||
Issuance expense | $ | $ 1,300,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of ordinary share capital - Ordinary Shares [Member] - shares | Dec. 31, 2020 | Sep. 15, 2020 | Dec. 31, 2019 |
Shareholders' Equity (Details) - Schedule of ordinary share capital [Line Items] | |||
Number of shares authorized | 3,000,000,000 | 1,500,000,000 | 250,000,000 |
Number of issued and paid | 726,103,611 | 56,391,512 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of private offerings - Dec. 31, 2018 $ in Thousands | USD ($)shares | ₪ / shares |
June 3, 2018 [Member] | ||
Shareholders' Equity (Details) - Schedule of private offerings [Line Items] | ||
Number of shares (in Shares) | shares | 381,729 | |
Gross proceeds (in Dollars) | $ | $ 2,959 | |
June 3, 2018 [Member] | Minimum [Member] | ||
Shareholders' Equity (Details) - Schedule of private offerings [Line Items] | ||
Unit price | ₪ 26 | |
June 3, 2018 [Member] | Maximum [Member] | ||
Shareholders' Equity (Details) - Schedule of private offerings [Line Items] | ||
Unit price | 30 | |
June 3, 2018 [Member] | ||
Shareholders' Equity (Details) - Schedule of private offerings [Line Items] | ||
Number of shares (in Shares) | shares | 20,823 | |
Unit price | 6 | |
Gross proceeds (in Dollars) | $ | $ 34 | |
September 25, 2018 [Member] | ||
Shareholders' Equity (Details) - Schedule of private offerings [Line Items] | ||
Number of shares (in Shares) | shares | 289,079 | |
Unit price | ₪ 6 | |
Gross proceeds (in Dollars) | $ | $ 481 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ in Thousands | Oct. 03, 2019 | Jun. 12, 2019 | Apr. 04, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 | Dec. 08, 2020 |
Disclosure of business combinations [text block] [Abstract] | ||||||||
Acquired outstanding share capital, percentage | 100.00% | 100.00% | ||||||
Consideration for purchased shares, description | An amount equal to $3,400 thousand (the “Initial Shares Purchase Price”), out of which (i) $1,615 thousand was paid on Closing (as defined below) in immediate funds (in addition to an amount of $250 thousand down payment paid by the Company upon signing of Share and Asset Purchase Agreement); (ii) $175 thousand was deposited in escrow; and (iii) $1,360 thousand was paid by issuance of 1,217,370 ordinary shares of the Company (based on NIS 4.62 which is a per share 30-day average price of the Company’s ordinary shares on the TASE prior to the date on which the Share and Asset Purchase Agreement was signed (the “Initial Consideration PPS”)). The parties agreed that the Initial Shares Purchase Price may be increased or decreased on a dollar-for-dollar basis in the event NetNut has a negative working capital on the date of the Closing. Pursuant to this mechanism, in October 2019 the Initial Shares Purchase Price was decreased by $233 thousand which amount was repaid to the Company. | |||||||
Contingent consideration payable, description | An amount of up to $5,000 thousand payable in contingent consideration (the “EarnOut Amount”), to be paid and distributed to the shareholders of NetNut upon NetNut achieving certain revenue milestones in 2019 and for which the Company has granted a first security interest and pledge in 30% of the NetNut shares. The payment of the payable EarnOut Amount was deferred to the time when the Company’s financial results for the year 2019 are published. The Company, at its sole discretion, could elect to pay up to fifty percent (50%) of the EarnOut Amount in ordinary shares (the “EarnOut Shares”), provided that in any event, the amount of the EarnOut Shares will not exceed 2,237,814 ordinary shares (representing a quotient of half of the maximum EarnOut amount, i.e. $2,500 thousand, divided by the Initial Consideration PPS). | |||||||
Assets purchase price, description | An aggregate amount equal to $6,300 thousand (the “Assets Purchase Price”). The Assets Purchase Price was paid as follows: ● An amount equal to $3,455 thousand was paid at Closing in immediately payable funds; ● An amount equal to $325 thousand was deposited in escrow; ● An amount equal to $2,520 thousand, was paid at Closing in ordinary shares, issued at a per share price equal to the Initial Consideration PPS, i.e. 2,255,717 ordinary shares. In connection with the transaction, the Company agreed to pay to certain finders of the transaction a fee equal to the sum of 3% of the total purchase price of the transaction. The Company elected to pay up to 50% of such fee in equity securities of the Company. Accordingly, the Company incurred transaction costs amounting to approximately $312 thousand that were charged to profit or loss within “general and administrative expenses.” | |||||||
Useful lives of intangible assets, description | Technology and supplier relations and customer relations are amortized on a straight-line basis over 5 years and 7.5 years, respectively. | |||||||
Repayment on acquisition | $ 233 | |||||||
Deduction on goodwill | 7,356 | |||||||
Contribution to revenue | $ 92 | $ 1,976 | ||||||
Increased loss from continuing operations | 4 | 82 | ||||||
Pro-forma revenue | 4,510 | |||||||
Pro-forma loss from continuing operations | 363 | 13,045 | ||||||
Equity interest payable | $ 1,100 | $ 51 | ||||||
Operating description | An additional amount equal to Chi Cooked’s 2021 revenues less $1 million, and subject to an operating margin of at least 37.5%, will be paid in April 2022. The Company, in its sole discretion, may pay up to 25% of the contingent consideration by issuing ADSs. | |||||||
Transaction cost charges | $ 118 | $ 117 | $ 517 | |||||
Amortized on straight-line basis | 7 years | |||||||
Business Acquisition, Pro Forma Revenue | $ 1,290 |
Business Combination (Details)
Business Combination (Details) - Schedule of total purchase price paid $ / shares in Units, $ in Thousands | Dec. 08, 2020USD ($) | Jun. 12, 2019USD ($)$ / shares |
Purchase price: | ||
Company’s market price per share (in Dollars per share) | $ / shares | $ 1.0274 | |
Number of shares to be issued | 3,473,087 | |
Share consideration | $ 3,568 | |
Cash consideration | $ 1,049 | 5,587 |
Contingent consideration | 684 | 2,008 |
Total purchase price | $ 1,733 | $ 11,163 |
Business Combination (Details_2
Business Combination (Details) - Schedule of fair values of identifiable assets and liabilities - USD ($) $ in Thousands | Dec. 08, 2020 | Jun. 12, 2019 | |||
Schedule of fair values of identifiable assets and liabilities [Abstract] | |||||
Cash and cash equivalents | $ 30 | $ 79 | |||
Accounts receivable - trade | 11 | 130 | |||
Accounts receivable - other | 61 | 175 | |||
Property, plant and equipment | 14 | ||||
Right of use assets | 405 | ||||
Servers | 199 | ||||
Technology and supplier relations | [1] | 4,651 | |||
Customer relations | 515 | [2] | 259 | [1] | |
Short-term loan | (24) | ||||
Accounts payable - trade | (12) | (170) | |||
Accounts payable - other | (2) | (343) | |||
Contract liabilities | (139) | (99) | |||
Lease liabilities | (443) | ||||
Deferred taxes liabilities | (1,026) | ||||
Total identifiable net assets at fair value | 464 | 3,807 | |||
Goodwill | 1,269 | 7,356 | |||
Total purchase price | $ 1,733 | $ 11,163 | |||
[1] | Technology and supplier relations and customer relations are amortized on a straight-line basis over 5 years and 7.5 years, respectively. Goodwill primarily represented the value of expected synergies arising from the acquisition, as well as assembled workforce, and was allocated entirely to the IPPN services segment. | ||||
[2] | Customer relations are amortized on a straight-line basis over 7 years. Goodwill primarily represented the value of assembled workforce and is part of the IPPN services segment. |
Revenues and Cost of Revenues_2
Revenues and Cost of Revenues (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Disclosure Of Revenues And Cost Of Revenues [Abstract] | |
Revenue related to beginning of the period contract liability balances | $ 562 |
Revenues and Cost of Revenues_3
Revenues and Cost of Revenues (Details) - Schedule of revenues - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of revenues [Abstract] | |||
Revenues from IPPN services | $ 3,839 | $ 1,976 | |
Revenues from licenses | 447 | 625 | 794 |
Revenues from provision of maintenance and support services | 587 | 655 | 606 |
Revenue from other license related services | 13 | 28 | 66 |
Total revenues | $ 4,886 | $ 3,284 | $ 1,466 |
Revenues and Cost of Revenues_4
Revenues and Cost of Revenues (Details) - Schedule of revenue recognized future related to performance obligations $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of revenue recognized future related to performance obligations [Abstract] | |
2020 | $ 441 |
2022 and thereafter | 41 |
Total | $ 482 |
Revenues and Cost of Revenues_5
Revenues and Cost of Revenues (Details) - Schedule of cost of revenues - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of cost of revenues [Abstract] | |||
Payroll and related expenses | $ 257 | $ 206 | $ 367 |
Share-based payment | 5 | 31 | 55 |
Amortization of and depreciation | 1,084 | 863 | 270 |
Impairment of intangible assets | 270 | ||
Cost of internet services providers | 973 | 360 | |
Cost of networks and servers | 129 | 88 | |
Other | 51 | 71 | 99 |
Cost of revenues | $ 2,499 | $ 1,889 | $ 791 |
Research and Development Expe_3
Research and Development Expenses (Details) - Schedule of research and development expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of research and development expenses [Abstract] | |||
Payroll and related expenses | $ 999 | $ 1,483 | $ 1,632 |
Share-based payment | 124 | 6 | 13 |
Subcontractors | 911 | 668 | 421 |
Other | 168 | 328 | 348 |
Total | $ 2,202 | $ 2,485 | $ 2,414 |
Selling and Marketing Expense_2
Selling and Marketing Expenses (Details) - Schedule of selling and marketing expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of selling and marketing expenses [Abstract] | |||
Payroll and related expenses | $ 2,009 | $ 2,007 | $ 2,801 |
Share-based payment | 299 | 180 | 123 |
Professional fees | 461 | 363 | 1,118 |
Marketing | 440 | 452 | 699 |
Selling commissions | 692 | 378 | 86 |
Other | 314 | 403 | 715 |
Total | $ 4,215 | $ 3,783 | $ 5,542 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - Schedule of general and administrative expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
General and Administrative Expenses (Details) - Schedule of general and administrative expenses [Line Items] | |||
General and administrative expenses | $ 4,197 | $ 3,757 | $ 1,925 |
Payroll and related expenses [Member] | |||
General and Administrative Expenses (Details) - Schedule of general and administrative expenses [Line Items] | |||
General and administrative expenses | 1,130 | 838 | 667 |
Share based payment [Member] | |||
General and Administrative Expenses (Details) - Schedule of general and administrative expenses [Line Items] | |||
General and administrative expenses | 326 | 396 | 190 |
Professional Fees [Member] | |||
General and Administrative Expenses (Details) - Schedule of general and administrative expenses [Line Items] | |||
General and administrative expenses | 2,184 | 2,018 | 885 |
Other [Member] | |||
General and Administrative Expenses (Details) - Schedule of general and administrative expenses [Line Items] | |||
General and administrative expenses | $ 557 | $ 505 | $ 183 |
Financial Expenses, Net (Detail
Financial Expenses, Net (Details) - Schedule of financial expenses, net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finance expenses: | |||
Bank fees and interest | $ (152) | $ (166) | $ (20) |
Issuance expenses | (156) | (447) | (517) |
Changes financial liabilities at fair value through profit or loss, including day 1 loss | (5,649) | (2,839) | |
Exchange differences | (120) | ||
Total finance expenses | (308) | (6,262) | (3,496) |
Financing income: | |||
Changes in financial liabilities at fair value through profit or loss, including day 1 loss | 3,245 | 3,050 | 945 |
Interest received from institutions | 14 | 4 | 10 |
Exchange differences | 289 | 24 | |
Total financing income | 3,548 | 3,078 | 955 |
Financing income (expenses), net | $ 3,240 | $ (3,184) | $ (2,541) |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of basic loss per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of basic loss per share [Abstract] | |||
Loss attributable to Company’s owners | $ (7,845) | $ (12,998) | $ (11,753) |
The weighted average of the number of ordinary shares in issue, including pre-funded warrants | 442,949 | 13,599 | 1,765 |
Basic loss per share | $ (0.02) | $ (0.96) | $ (6.66) |
Loss Per Share (Details) - Sc_2
Loss Per Share (Details) - Schedule of diluted loss per share - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of diluted loss per share [Abstract] | |||
Loss attributable to Company’s owners, used in computation of basic loss per share | $ (7,845) | $ (12,998) | $ (11,753) |
Adjustment in respect of the finance income relating to anti-dilution mechanism and compensation feature | (710) | ||
Adjustment in respect of the finance income relating to B Warrants and Warrants | (1,462) | ||
Adjustment in respect of the finance income relating to Convertible Debentures | (1,692) | ||
Total loss per share | $ (9,537) | $ (14,460) | $ (12,463) |
The weighted average of the number of ordinary shares in issue used in computation of basic loss per share | 442,949 | 13,599 | 35,302 |
Adjustment in respect of incremental shares assuming the conversion to anti-dilution mechanism and compensation feature | 344 | ||
Adjustment in respect of incremental shares assuming the conversion to B Warrants and Warrants | 421 | ||
Adjustment in respect of incremental shares assuming the conversion to Convertible Debentures | 12,517 | ||
Total weighted average of the number of ordinary shares | 455,466 | 14,020 | 35,646 |
Diluted loss per share | $ (0.02) | $ (1.03) | $ (6.99) |
Related Parties Transactions _3
Related Parties Transactions and Balances (Details) - Schedule of compensation to related parties - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of compensation to related parties [Abstract] | |||
Compensation to directors employed by the Company | $ 1,122 | $ 656 | $ 470 |
Compensation to other key management personnel | 1,245 | 1,410 | 1,646 |
Compensation to directors who are not employed by the Company | $ 80 | $ 80 | $ 66 |
Related Parties Transactions _4
Related Parties Transactions and Balances (Details) - Schedule of compensation to key management personnel for work services - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of compensation to key management personnel for work services [Abstract] | |||
Payroll, management fees, and other short-term benefits | $ 1,402 | $ 1,721 | $ 1,758 |
Bonuses and commissions | 667 | 173 | 146 |
Share-based payments | 297 | 226 | 219 |
Compensation paid to key management personnel | $ 2,366 | $ 2,120 | $ 2,123 |
Related Parties Transactions _5
Related Parties Transactions and Balances (Details) - Schedule of balances with related parties - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of balances with related parties [Abstract] | ||
Employees payable | $ 58 | $ 53 |
Employees accrued vacation | 141 | 110 |
Accrued bonuses & commissions | 142 | 170 |
Accounts payable | 71 | 69 |
Total | $ 412 | $ 402 |
Entity Level Disclosures and _3
Entity Level Disclosures and Segment Information (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of entity's operating segments [text block] [Abstract] | |
Number of operating segment | two |
Entity Level Disclosures and _4
Entity Level Disclosures and Segment Information (Details) - Schedule of revenues by geographical area - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Entity Level Disclosures and Segment Information (Details) - Schedule of revenues by geographical area [Line Items] | |||
Revenues | $ 4,886 | $ 3,284 | $ 1,466 |
Adjusted operating loss | (6,122) | (6,626) | |
Share-based payments | (742) | (612) | |
Contingent consideration measurement | (345) | (159) | |
Impairment of goodwill and intangible assets | (2,759) | (1,272) | |
Depreciation and amortization | (1,363) | (1,122) | |
Operating loss | (11,331) | (9,791) | (9,206) |
Financial expenses, net | 3,240 | (3,184) | |
Taxes on income | 246 | (23) | |
Net loss for the period | (7,845) | (12,998) | $ (11,753) |
Cyber Security [Member] | |||
Entity Level Disclosures and Segment Information (Details) - Schedule of revenues by geographical area [Line Items] | |||
Revenues | 1,047 | 1,308 | |
Adjusted operating loss | (5,287) | (6,715) | |
IPPN Services [Member] | |||
Entity Level Disclosures and Segment Information (Details) - Schedule of revenues by geographical area [Line Items] | |||
Revenues | 3,839 | 1,976 | |
Adjusted operating loss | $ (835) | $ 89 |
Entity Level Disclosures and _5
Entity Level Disclosures and Segment Information (Details) - Schedule of major customers - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Company’s revenues: | |||
Revenues | $ 4,886 | $ 3,284 | $ 1,466 |
Israel [Member] | |||
Company’s revenues: | |||
Revenues | 973 | 1,071 | 988 |
USA [Member] | |||
Company’s revenues: | |||
Revenues | 1,837 | 1,418 | 353 |
Other [Member] | |||
Company’s revenues: | |||
Revenues | $ 2,076 | $ 795 | $ 125 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events [Member] - USD ($) $ in Thousands | Mar. 07, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Feb. 25, 2021 | Feb. 18, 2021 | Mar. 22, 2021 |
Subsequent Events (Details) [Line Items] | ||||||
Share conversion (in Shares) | 3,090,900 | |||||
Warrant exercised American depositary share (in Shares) | 3,090,900 | |||||
Total consideration | $ 3,700 | |||||
Contingent consideration payment | $ 400 | $ 475 | ||||
Payment deduction | $ 35 | |||||
Final payments | $ 75 | |||||
Conversion of shares, description | the Company closed a registered direct equity offering. The offering included the issuance of 4,615,000 ADSs at a purchase price of $2.00 per ADS, and 260,000 pre-funded warrants. The pre-funded warrants were sold at a price of $2.00 each, including the pre-funded warrant exercise price of $0.001 per full ADS. | |||||
Gross proceeds | $ 9,750 | |||||
Options grant description | the Company’s board of directors approved an aggregate grant of 12,850,183 options to purchase 12,850,183 ordinary shares, to employees and consultants. The exercise prices of the options granted range from NIS 0 to NIS 0.157 per share (approximately $0.05), their vesting schedules range between immediate vesting to 3 years, and they will expire 3-10 years from the grant date. |