Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 10, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Save Foods Inc. | |
Entity Central Index Key | 0001789192 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,202,146 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 310,571 | $ 290,815 |
Restricted cash | 38,361 | 38,194 |
Accounts receivable, net | 64,003 | |
Inventories | 11,267 | 16,302 |
Other current assets | 34,098 | 15,300 |
Total Current assets | 394,297 | 424,614 |
Right-of-Use Asset Arising from Operating Lease | 17,168 | 48,982 |
Property and Equipment, Net | 58,885 | 81,119 |
Funds in Respect of Employee Rights Upon Retirement | 113,009 | 109,955 |
Total Assets | 583,359 | 664,670 |
Current Liabilities | ||
Short-term loan from banking institution | 7,385 | 7,230 |
Current maturities of convertible loans (Note 3) | 31,250 | |
Accounts payable | 209,917 | 235,864 |
Other accounts payable | 455,676 | 380,732 |
Total Current Liabilities | 704,228 | 623,826 |
Fair Value of Convertible Component in Convertible Loans (Note 3) | 18,692 | |
Convertible Loans (Note 3) | 75,250 | 285,917 |
Long term from Banking Institution | 9,454 | 14,955 |
Liability for Employee Rights Upon Retirement | 146,665 | 142,091 |
Total Liabilities | 954,289 | 1,066,789 |
Stockholders' Deficit | ||
Common stock par value $0.0001 per share (the “Common Stock”): 495,000,000 shares authorized as of September 30, 2020 and December 31, 2019; issued and outstanding 11,202,146 and 10,209,487 shares as of September 30, 2020 and December 31, 2019, respectively. | 1,120 | 1,021 |
Preferred stock par value $ 0.0001 per share (“Preferred Stock”): 5,000,000 shares authorized as of September 30, 2020 and December 31, 2019; issued and outstanding 0 shares as of September 30, 2020 and December 31, 2019. | ||
Additional paid-in capital | 11,743,602 | 10,328,696 |
Foreign currency translation adjustments | (26,275) | (26,275) |
Accumulated deficit | (12,061,100) | (10,684,508) |
Stockholders' Equity | (342,653) | (381,066) |
Non-controlling interests | (28,277) | (21,053) |
Total Stockholders' Deficit | (370,930) | (402,119) |
Total Liabilities and Stockholders' Deficit | $ 583,359 | $ 664,670 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stocks, par value | $ 0.0001 | $ 0.0001 |
Common stocks, shares authorized | 495,000,000 | 495,000,000 |
Common stocks, shares issued | 11,202,146 | 10,209,487 |
Common stocks, shares outstanding | 11,202,146 | 10,209,487 |
Preferred stocks, par value | $ 0.0001 | $ 0.0001 |
Preferred stocks, shares authorized | 5,000,000 | 5,000,000 |
Preferred stocks, shares issued | 0 | 0 |
Preferred stocks, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues from sales of products | $ 63,566 | $ 129,733 | ||
Cost of sales | (25,686) | (99,035) | ||
Gross profit | 37,880 | 30,698 | ||
Research and development expenses | (87,465) | (152,404) | (340,808) | (371,407) |
Selling and marketing expenses | (6,734) | (120,449) | (43,482) | (378,610) |
General and administrative expenses | (337,886) | (231,878) | (851,262) | (659,629) |
Operating loss | (432,085) | (504,731) | (1,197,672) | (1,378,948) |
Financing expenses, net | (6,478) | (9,805) | (206,829) | (31,123) |
Other income | 881 | 881 | ||
Share in losses of affiliated company | (4,468) | (10,851) | ||
Gain on disposal of affiliated company | 15,690 | |||
Net loss | (437,682) | (519,004) | (1,387,930) | (1,420,921) |
Less: Net loss attributable to non-controlling interests | 3,782 | 4,757 | 11,338 | 13,489 |
Net loss attributable to the Company | $ (433,900) | $ (514,247) | $ (1,376,592) | $ (1,407,432) |
Loss per share (basic and diluted) | $ (0.04) | $ (0.05) | $ (0.13) | $ (0.14) |
Basic and diluted weighted average number of shares of Common Stock outstanding | 10,904,449 | 10,171,443 | 10,442,832 | 9,886,403 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Proceeds on Account of shares [Member] | Accumulated Deficit [Member] | Total Company's Stockholders' Equity [Member] | Non-controlling Interests [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 923 | $ 8,851,670 | $ (26,275) | $ 105,000 | $ (8,713,091) | $ 218,227 | $ (6,712) | $ 211,515 |
Beginning balance, shares at Dec. 31, 2018 | 9,228,339 | |||||||
Issuance of shares for cash | $ 98 | 945,595 | (105,000) | 840,693 | 840,693 | |||
Issuance of shares for cash, shares | 981,148 | |||||||
Stock based compensation | 240,871 | 240,871 | 2,579 | 243,450 | ||||
Comprehensive loss | (1,407,432) | (1,407,432) | (13,489) | (1,420,921) | ||||
Ending balance at Sep. 30, 2019 | $ 1,021 | 10,038,136 | (26,275) | (10,120,523) | (107,641) | (17,622) | (125,263) | |
Ending balance, shares at Sep. 30, 2019 | 10,209,487 | |||||||
Beginning balance at Dec. 31, 2019 | $ 1,021 | 10,328,696 | (26,275) | (10,684,508) | (381,066) | (21,053) | (402,119) | |
Beginning balance, shares at Dec. 31, 2019 | 10,209,487 | |||||||
Issuance of shares for cash | $ 32 | 349,968 | 350,000 | 350,000 | ||||
Issuance of shares for cash, shares | 321,102 | |||||||
Stock based compensation | 384,378 | 384,378 | 4,114 | 388,492 | ||||
Conversion of convertible loans | $ 47 | 620,580 | 620,627 | 620,627 | ||||
Conversion of convertible loans, shares | 471,557 | |||||||
Exercise of warrants | $ 20 | 59,980 | 60,000 | 60,000 | ||||
Exercise of warrants, shares | 200,000 | |||||||
Comprehensive loss | (1,376,592) | (1,376,592) | (11,338) | (1,387,930) | ||||
Ending balance at Sep. 30, 2020 | $ 1,120 | $ 11,743,602 | $ (26,275) | $ (12,061,100) | $ (342,653) | $ (28,277) | $ (370,930) | |
Ending balance, shares at Sep. 30, 2020 | 11,202,146 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (1,387,930) | $ (1,420,921) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation and amortization | 42,458 | 12,410 |
Share in losses of affiliated company | 10,851 | |
Gain on disposal of affiliated company | (15,690) | |
Increase in liability for employee rights upon retirement | 4,574 | 15,875 |
Stock based compensation | 388,492 | 243,450 |
Expenses on convertible loans | 141,981 | 1,370 |
Conversion of convertible loans | 57,793 | |
Increase in accounts receivable | 64,003 | 135,297 |
Decrease in inventory | 5,035 | 38,085 |
Decrease (increase) in other current assets | (16,094) | 8,210 |
Increase (decrease) in accounts payable | (25,947) | 57,615 |
Increase in other accounts payable | 121,928 | 17,978 |
Net cash used in operating activities | (619,397) | (879,780) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments on (proceeds from) investment in unconsolidated entity | 4,863 | (7,567) |
Short term deposits in banking institutions | (37,909) | |
Purchase of property and equipment | (4,919) | |
Increase in funds in respect of employee rights upon retirement | (3,054) | (10,670) |
Net cash used in investing activities | 1,809 | (61,065) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Secured promissory notes | 135,000 | |
Convertible loans | 125,000 | |
Repayments of right of use asset arising from operating lease | (27,272) | |
Repayments of long-term banking institute | (5,384) | (40,227) |
Exercise of warrants | 60,000 | |
Proceeds from stock issued for cash | 350,000 | 840,693 |
Net cash provided by financing activities | 637,344 | 800,466 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 19,756 | (140,379) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 290,815 | 439,806 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 310,571 | 229,427 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for: Interest | 316 | 1,082 |
Non-cash transactions: | ||
Disposal of affiliated company | 2,704 | |
Termination of lease agreement | 11,590 | |
Issuance of warrants in convertible loans | 53,388 | |
Conversion of convertible loans | $ 528,138 |
General
General | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | NOTE 1 - GENERAL Save Foods, Inc. (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware. On April 27, 2009, the Company acquired from its stockholders all the issued and outstanding shares of Save Foods Ltd. (formerly Pimi Agro Cleantech Ltd.) (“Save Foods Israel”), including preferred and ordinary shares (the Company and Save Foods Israel, collectively, the “Group”). Save Foods Israel was incorporated in 2004 and commenced its operations in 2005. Save Foods Israel develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and prolonging shelf life of fresh produce. In February 2010, the Company’s shares of Common Stock were initially quoted on the OTC Bulletin Board under the symbol “PIMZ.OB.” As of the date of these financial statements, the Company’s Common Stock quoted on the OTC Pink under the symbol “SAFO.” Going Concern Since its incorporation (April 1, 2009), the Company has not had any operations other than those carried out by Save Foods Israel. The development and commercialization of Save Foods Israel’s products will require substantial expenditures. Save Foods Israel and the Company have not yet generated sufficient revenues from their operations to fund the Group activities and are therefore dependent upon external sources for financing their operations. There can be no assurance that Save Foods Israel and the Company will succeed in obtaining the necessary financing to continue their operations. As of September 30, 2020, the Company had $310,571 in cash, a negative working capital of $309,931 and an accumulated deficit of $12,061,100. The Company will need to secure additional capital in the future in order to meet its anticipated liquidity needs primarily through the sale of additional Common Stock or other equity securities and/or debt financing. Funds from these sources may not be available to the Company on acceptable terms, if at all, and the Company cannot give assurance that it will be successful in securing such additional capital. The Company focuses its solutions towards vegetables and fruits which are considered the largest in terms of worldwide consumption. Among other things, the Company commenced cooperation with certain major fruit packing houses in Israel and abroad. These factors raise substantial doubt about Save Foods Israel and the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On March 11, 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus (SARS-CoV-2) to be a global pandemic (COVID-19), which continues to spread throughout the United States and around the world. The COVID-19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. COVID-19 may impact various aspects of the Company’s operations and financial results during the year 2020, including, but not limited to, reduction is sales, difficulties in obtaining additional financing, or potential shortages of personnel. The Company believes it is taking appropriate actions to mitigate the negative impacts. However, the full impact of COVID-19 is unknown and cannot be reasonably estimated as these events occurred subsequent to year end and are still developing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Basis of Presentation | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the nine months ended September 30, 2020. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2020. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report for the year ended December 31, 2019. Principles of Consolidation The consolidated financial statements are prepared in accordance with GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions, share based compensation and convertible loans. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses,” which amends the scope and transition requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Topic 326 will originally become effective for the Company beginning January 1, 2020, with early adoption permitted, on a modified retrospective approach. As a smaller reporting company, the effective date for the Company has been delayed until fiscal years beginning after December 15, 2022, in accordance with ASU 2019-10, although early adoption is still permitted. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” and subsequent amendments, which replaced existing lease guidance in GAAP and requires lessees to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet for leases longer than twelve months and disclose key information about leasing arrangements. The Company adopted the standard on January 1, 2019 using the modified retrospective method and used the effective date as our date of initial application. Financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients for transition. The Company elected the package of practical expedients under the transition guidance which permits the Company not to reassess under the new standards our prior conclusions for lease identification and lease classification on expired or existing contracts and whether initial direct costs previously capitalized would qualify for capitalization under Accounting Standards Codification (“ASC”) 842. The Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The new standard also provides practical expedients and recognition exemptions for an entity’s ongoing accounting policy elections. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities. The Company also elected the practical expedient not to separate lease and non-lease components for all of our leases. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting.” The standard expands the scope of Topic 718 to include share-based payments issued to nonemployees for goods or services, simplifying the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted, including adoption in an interim period. The Company adopted this ASU on January 1, 2019. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation. |
Convertible Loans
Convertible Loans | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Loans | NOTE 3 – CONVERTIBLE LOANS A. In December 2019, the Company entered into a series of Convertible Loan Agreements (each a “CLA”) with third parties and certain existing shareholders (the “Lenders”), pursuant to which the Lenders agreed to provide the Company loans in the aggregate amount of $379,000 and in exchange the Company issued to the Lenders (i) convertible promissory notes (the “Notes”) and (ii) warrants with an exercise price of $1.20. In January and March 2020, the Company entered into two additional CLA agreements for an aggregate amount of $135,000, consisting of the same terms. According to the terms of the CLA, the Notes bear interest at a rate of 5% per annum and the loan amount represented by the Notes is to be repaid to the Lenders according to the following schedule: (i) the principal amount represented by the Notes to be repaid in twenty four equal monthly installments, commencing on the twenty fifth month following the closing of each CLA, and (ii) the interest accrued on the loan amount to be paid in two bi-annual installments, commencing on the first anniversary of the first payment of the principal amount. In addition, according to the terms of the CLA, the outstanding loan amount matures on the earlier of (i) the third anniversary of each CLA or (ii) a deemed liquidation event (as defined therein), and the Lenders may convert all or any portion of the Notes at any time prior to the one-year anniversary of each issuance into shares of the Company’s Common Stock at a conversion price of $1.20 per share. In accordance with ASC 815-15-25, the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. As a result of the above issuances, the Company recorded in the periods ended March 31, 2020 and December 31, 2019, a total amount of $34,696 and $97,406, respectively, in respect of the detachable warrants, as a credit to stockholders’ equity (additional paid in capital). The fair value of the Warrants was determined using the Black-Scholes pricing model, assuming a risk free rate of 1.6%, a volatility factor of 54.00%, dividend yields of 0% and an expected life of 3 years. On June 24, 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with the Lenders in connection with the sale and issuance of 485,318 units (“Units”), at a purchase price of $1.09 per Unit. Each Unit consists of: (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of $1.20 (the “Warrant”). In connection with the SPA, the Company issued to the Lenders an aggregate of 485,318 shares of Common Stock and Warrants to purchase an aggregate of 485,318 shares of Common Stock. The shares of Common Stock were issued on July 2, 2020. Simultaneous with and conditioned upon the execution of the SPA, the Company and each of the Lenders agreed to effectively cancel the CLA and the equity securities issued thereunder. In connection therewith, each of the Lenders voluntarily waived any right to receive interest that accrued thereupon pursuant to the CLA. The Company evaluated the transaction as an exchange of instruments and as a result of the above conversion, recorded a compensation expenses in a total amount of $57,793, in the nine months ended September 30, 2020, and as a credit to stockholders’ equity (additional paid in capital). The fair value of the additional shares granted in the conversion was calculated based on the Company’s share price as of the date of the conversion. The fair value of the additional warrants granted in the conversion was determined using the Black-Scholes pricing model, assuming a risk-free rate of 0.21%, a volatility factor of 51.96%, dividend yields of 0% and an expected life of 2.45-2.71 years. During the periods ended September 30, 2020 and December 31, 2019, the Company recorded net interest and amortization expenses in the amount of $141,917 and $4,323, respectively, in respect of the discounts recorded on the CLAs. B. On September 21, 2020, the Company entered into a series of additional convertible loan agreements (each a “2020 CLA”) with certain lenders (the “2020 Lenders”) to sell convertible promissory notes with an aggregate principal amount of $125,000 (each a “2020 Note”). The outstanding loan amount under the 2020 CLA will mature on the earlier of (i) the third anniversary of each 2020 CLA or (ii) a deemed liquidation event (as defined therein), and the 2020 Lenders may convert all or any portion of the 2020 Notes into shares of Common Stock at any time prior to a mandatory conversion event (as defined therein) at a conversion price of $1.09 per share. The 2020 Notes will bear interest at a rate of 5% per annum. The loan amount represented by the 2020 Notes will be repaid to the 2020 Lenders according to the following schedule: (i) the principal amount represented by the 2020 Notes will be repaid in four bi-annual installments, commencing on the first anniversary following the closing of each 2020 CLA, and (ii) the interest accrued on the loan amount will be paid in two bi-annual installments, commencing on the first anniversary of the first payment of that principal amount. As part of the 2020 CLA, the Company entered into a registration rights agreement with each of the 2020 Lenders, whereby each 2020 Lender received piggyback registration rights for the shares issuable upon conversion of the 2020 Notes to shares of Common Stock. The loans are convertible into common Stock upon (i) a completion of underwritten public offering (“Mandatory Conversion”) convert the outstanding loan amount at a share price as shall be determined in the offering, or (ii) at the lender’s discretion (“Optional Conversion”) convert the outstanding loan amount at a share price per share of $1.09. In accordance with ASC 815-15-25, the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser as weighted average of the two possible scenarios of the total loan amount conversion: 70% probability for the Mandatory Conversion and 30% probability for the Optional Conversion. The Mandatory Conversion was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The Company has estimated the fair value of such derivative at a value of $15,208 as of September 21, 2020. The following are the data and assumptions used as of the balance sheet date: September 21, 2020 Dividend yield 0 Risk-free interest rate 0.19 % Expected term (years) 0.775 Volatility 51.96 % Share price 0.96 Exercise price 1.09 The Optional Conversion was estimated by the appraiser using binomial option pricing model and simulating and waiver of the lender as an exercise price, to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company has estimated the fair value of such derivative at a value of $26,824 as of September 21, 2020. The following are the data and assumptions used as of the balance sheet date: September 21, 2020 Dividend yield 0 Risk-free interest rate 0.12%-0.16% Volatility 51.96 % Share price 0.96 The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios at $18,692. The fair value allocated to the convertible loan was estimated by third party appraiser as the residual value of the proceeds net of the convertible component and was estimated at a value of $106,308 at the issuance date. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Common Stock | NOTE 4 – COMMON STOCK On May 9, 2019, the Company entered into a Securities Purchase Agreement (the “May Agreement”) with an existing shareholder (the “Investor”), pursuant to which the Company sold to the Investor for an aggregated amount of $100,000, 91,743 units at a price per unit of $1.09 (the “2019 Units”), each 2019 Unit consists of (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of $1.20 for a period of 36 months following the issuance date. The shares of Common Stock were issued on July 2, 2020. On July 2, 2020, the Company issued 471,557 shares of Common Stock in respect of the conversion of convertible loans as detailed in Note 3A above. During July and August 2020, the Company entered into additional Securities Purchase Agreements with existing shareholders (the “Additional Investors”), pursuant to which the Company sold to the Additional Investors for an aggregate amount of $150,000, 137,616 units, based substantially upon the same terms as in the May Agreement. On September 23, 2020, the Company entered into a Securities Purchase Agreement (the “Medigus SPA”) with Medigus Ltd. (“Medigus”) in connection with the sale and issuance of 91,743 units for total consideration of $100,000, based substantially upon the same terms as in the May Agreement. The Medigus SPA contemplates an additional investment by Medigus not to exceed $25,000 (the “Additional Medigus Investment”), which shall be triggered following the parties’ initiation of a proof of concept procedure to test the effectiveness of the Company’s sanitizers and its residual effects against different pathogens. In consideration for the Additional Medigus Investment, the Company has agreed to issue an additional 22,935 units at a purchase price of $1.09, which units shall contain the same composition of securities as described in the foregoing description of the Medigus SPA. On September 22, 2020 and September 24, 2020, the Chairman of the Board of Directors of the Company (the “Board”), exercised a warrant to purchase an aggregate of 200,000 shares of Common Stock, which warrants were granted to him on June 15, 2020 by the Board as a replacement for his recently expired options, which were previously granted to him in April 2018. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | NOTE 5 – STOCK OPTIONS On June 23, 2020, the Company granted 148,000 options to purchase its Common Stock under the 2018 Equity Incentive Plan (the “Plan”). The options shall vest quarterly over two years commencing June 23, 2020, whereby 12.50% of the shares covered by the options will vest on the three month anniversary of June 23, 2020, and 12.50% of the shares covered by the options will vest at the end of each subsequent three month period thereafter over the course of the subsequent 21 months. On July 1, 2020, the Company granted 500,000 options to purchase its Common Stock under the 2018 Equity Incentive Plan. The options shall vest quarterly over two years commencing June 1, 2020, whereby 12.50% of the shares covered by the options will vest on the three month anniversary of June 1, 2020, and 12.50% of the shares covered by the options will vest at the end of each subsequent three month period thereafter over the course of the subsequent 21 months. The fair value of the options was estimated at a value of $344,767 at the date of issuance using the Black-Scholes option pricing model. In addition, on July 1, 2020, the Board approved an increase to the share option pool under the Plan by 696,258 shares of Common Stock, such that after the increase the total number of shares of Common Stock issuable under the Plan is 2,029,591 shares of Common Stock. On September 22, 2020, the Board approved an amendment of the terms of the outstanding options granted to certain employees and directors of the Company. According to the new terms, subject to the consummation of equity financing in excess of $1,000,000 and the completion of listing of the Company’s Common Stock for trade on the Nasdaq, and in the event that the employment or engagement of such grantee is either terminated (not for cause) or otherwise changed thereby resulting in the conclusion of such engagement (including voluntary resignation), all outstanding options of such grantee shall vest immediately and shall be exercisable for a period of three years following the termination date. The following table presents the Company’s stock option activity for employees and directors of the Company for the nine months ended September 30, 2020: Number of Options Weighted Average Exercise Price Outstanding at December 31,2019 1,150,004 0.45 Granted 648,000 0.525 Exercised - - Forfeited or expired (216,668 ) 0.45 Outstanding at September 30, 2020 1,581,336 0.488 Number of options exercisable at September 30, 2020 544,890 0.475 The aggregate intrinsic value of the awards outstanding as of September 30, 2020 is $952,198. These amounts represent the total intrinsic value, based on the Company’s stock price of $1.09 as of September 30, 2020, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date. Costs incurred in respect of stock-based compensation for employees and directors, for the nine and three months ended September 30, 2020 were $388,492 and $168,825, respectively. |
Commitements
Commitements | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitements | NOTE 6 – COMMITEMENTS (1) On September 22, 2020, the Company entered into a non-exclusive Commission Agreement with Earthbound Technologies, LLC (“EBT”) for a period of 12 months, according to which EBT shall introduce the Company to potential clients, pre-approved by the Company (“Introduced Parties”) and shall assist the Company in finalizing commercial agreements with the Introduced Parties. In consideration for its services, the Company agreed to pay EBT 12.5% of the net revenues generated from Introduced Parties (during the agreement period and within 18 months following the termination of the agreement) up to a total aggregated amount of $2,000,000, provided that the compensation shall not exceed 25% of the Company’s gross profit under the given commercial agreement signed with the Introduced Party. In addition, in the event that the aggregated net revenues generated from Introduces Parties exceeds $500,000, and subject to the approval of the Board, the Company shall issue to EBT 50,000 options to purchase 50,000 shares of Common Stock at an exercise price of $1.2 per share. In the event that certain additional events detailed in the agreement occur, the Company will also issue to EBT, subject to the approval of the Board, an additional 50,000 options to purchase 50,000 shares of Common Stock at an exercise price of $1.2 per share. (2) On September 22, 2020, the Company entered into a Distribution Agreement (the “Distribution Agreement”), with Safe-Pack Products Ltd (“Safe-Pack”) according to which the Company granted Safe-Pack an exclusive right to resell, distribute, advertise, and market Company’s products related to the citrus industry in Israel and other territories, as well as additional products as shall be mutually agreed upon in the future. In addition, the Company agreed to grant Safe-Pack a right of first refusal to be designated as an exclusive distributor of the Company in certain agreed upon territory for additional products of the Company as they relate to the field of post-harvest. In consideration for the above rights granted to Safe-Pack, Safe-Pack will submit to the Company purchase orders of its products at a price specified in the Distribution Agreement. Commencing upon the second calendar year of the agreement, Safe-Pack is required to meet a minimum purchase quota, as shall be mutually agreed upon between the parties. In the event that the parties fail to agree on a quota, the quota shall be equal to last year quota plus 3%. |
Investment In Savecann Solution
Investment In Savecann Solutions Inc | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Investment In Savecann Solutions Inc | NOTE 7 – INVESTMENT IN SAVECANN SOLUTIONS INC On April 2, 2019, the Company invested 10,000 Canadian Dollars for 20% of the outstanding shares of Savecann Solutions Inc. (“Savescann”) a newly formed company registered in Canada. Savecann intended to market the Company’s solutions to the Cannabis market. On April 21, 2020, the Company sold its entire holdings in Savecann for total consideration of 10,000 Canadian Dollars. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 8 – RELATED PARTIES A. Transactions and balances with related parties Nine months ended September 30 2020 2019 General and administrative expenses: Directors’ compensation (*) 311,848 170,444 Salaries and fees to officers (*) 238,128 119,799 561,148 290,243 (*) share based compensation 309,640 122,049 Research and development expenses: Salaries and fees to officers 25,272 86,964 B. Balances with related parties and officers: As of September 30, 2020 2019 Other accounts payables 295,413 156,082 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS 1. During October 2020, the Company entered into a series of additional convertible loan agreements as detailed in Note 3B above, with certain lenders to sell convertible promissory notes with an aggregate principal amount of $75,000. 2. On October 12, 2020, certain of the Company’s stockholders representing more than 50% of the Company’s outstanding share capital (the “Majority Consenting Stockholders”) approved an amendment to the Company’s Certificate of Incorporation (the “Reverse Stock Split Certificate of Amendment”) in order to effect a reverse stock split of the Company’s Common Stock pursuant to a range of between 5-to-1 and 7-to-1 (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, each five or seven shares of Common Stock, as shall be determined by the Board at a later time, will be automatically converted, without any further action by the stockholders, into one share of Common Stock. No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. Instead, each stockholder of the Company will be entitled to receive one share of Common Stock in lieu of the fractional share that would have resulted from the Reverse Stock Split. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) and the filing with the Secretary of the State of Delaware, which both were not completed as of the date of the filing of these financial statements. 3. Additionally, on October 12, 2020, the Majority Consenting Stockholders approved an additional amendment to the Company’s Certificate of Incorporation (the “Staggered Board Certificate of Amendment”) in order to affect the implementation of a staggered board structure. The Staggered Board Certificate of Amendment will be effective upon the filing with the Secretary of the State of Delaware, which was not filed as of the date of the filing of these financial statements. 4. On November 5, 2020, the board of directors of the Company appointed Mr. David Palach, to serve as co-Chief Executive Officer of the Company, effective as of the same date. In connection with Mr. Palach’s appointment, the parties entered into a Consulting Agreement pursuant to which the Company and Mr. Palach agreed upon, inter alia, the following engagement terms: (a) a monthly retainer of $8,000, and (b) a grant of options to purchase shares of the Company’s common stock, which amount shall be determined by the Board on a future date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the nine months ended September 30, 2020. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2020. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report for the year ended December 31, 2019. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements are prepared in accordance with GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions, share based compensation and convertible loans. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses,” which amends the scope and transition requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Topic 326 will originally become effective for the Company beginning January 1, 2020, with early adoption permitted, on a modified retrospective approach. As a smaller reporting company, the effective date for the Company has been delayed until fiscal years beginning after December 15, 2022, in accordance with ASU 2019-10, although early adoption is still permitted. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” and subsequent amendments, which replaced existing lease guidance in GAAP and requires lessees to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet for leases longer than twelve months and disclose key information about leasing arrangements. The Company adopted the standard on January 1, 2019 using the modified retrospective method and used the effective date as our date of initial application. Financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients for transition. The Company elected the package of practical expedients under the transition guidance which permits the Company not to reassess under the new standards our prior conclusions for lease identification and lease classification on expired or existing contracts and whether initial direct costs previously capitalized would qualify for capitalization under Accounting Standards Codification (“ASC”) 842. The Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The new standard also provides practical expedients and recognition exemptions for an entity’s ongoing accounting policy elections. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities. The Company also elected the practical expedient not to separate lease and non-lease components for all of our leases. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting.” The standard expands the scope of Topic 718 to include share-based payments issued to nonemployees for goods or services, simplifying the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted, including adoption in an interim period. The Company adopted this ASU on January 1, 2019. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation. |
Convertible Loans (Tables)
Convertible Loans (Tables) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2020 | |
Valuation Technique, Black-Scholes Option Pricing Model [Member] | |
Schedule of Weighted-average Assumptions Valuation Method | The Mandatory Conversion was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The Company has estimated the fair value of such derivative at a value of $15,208 as of September 21, 2020. The following are the data and assumptions used as of the balance sheet date: September 21, 2020 Dividend yield 0 Risk-free interest rate 0.19 % Expected term (years) 0.775 Volatility 51.96 % Share price 0.96 Exercise price 1.09 |
Valuation Technique, Binomial Option Pricing Model [Member] | |
Schedule of Weighted-average Assumptions Valuation Method | The Optional Conversion was estimated by the appraiser using binomial option pricing model and simulating and waiver of the lender as an exercise price, to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company has estimated the fair value of such derivative at a value of $26,824 as of September 21, 2020. The following are the data and assumptions used as of the balance sheet date: September 21, 2020 Dividend yield 0 Risk-free interest rate 0.12%-0.16% Volatility 51.96 % Share price 0.96 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table presents the Company’s stock option activity for employees and directors of the Company for the nine months ended September 30, 2020: Number of Options Weighted Average Exercise Price Outstanding at December 31,2019 1,150,004 0.45 Granted 648,000 0.525 Exercised - - Forfeited or expired (216,668 ) 0.45 Outstanding at September 30, 2020 1,581,336 0.488 Number of options exercisable at September 30, 2020 544,890 0.475 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Transactions and Balances with Related Parties | A. Transactions and balances with related parties Nine months ended September 30 2020 2019 General and administrative expenses: Directors’ compensation (*) 311,848 170,444 Salaries and fees to officers (*) 238,128 119,799 561,148 290,243 (*) share based compensation 309,640 122,049 Research and development expenses: Salaries and fees to officers 25,272 86,964 B. Balances with related parties and officers: As of September 30, 2020 2019 Other accounts payables 295,413 156,082 |
General (Details Narrative)
General (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 310,571 | $ 290,815 |
Working capital | (309,931) | |
Accumulated deficit | $ (12,061,100) | $ (10,684,508) |
Convertible Loans (Details Narr
Convertible Loans (Details Narrative) | Jun. 24, 2020$ / sharesshares | Aug. 31, 2020shares | Jul. 31, 2020shares | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Sep. 21, 2020USD ($)$ / shares | Mar. 31, 2020USD ($) | Jan. 31, 2020USD ($) |
Common stock exercise price | $ / shares | $ 1.09 | ||||||||
Compensation expenses | $ 388,492 | $ 243,450 | |||||||
Fair value of convertible debt | $ 18,692 | ||||||||
Warrant [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |||||||||
Fair value of derivative instrument | $ 15,208 | ||||||||
Warrant [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | |||||||||
Fair value of derivative instrument | 26,824 | ||||||||
Risk Free Interest Rate [Member] | |||||||||
Measurement input, percentage | 0.21 | ||||||||
Volatility [Member] | |||||||||
Measurement input, percentage | 51.96 | ||||||||
Dividend Yield [Member] | |||||||||
Measurement input, percentage | 0 | ||||||||
Convertible Loan Agreements [Member] | |||||||||
Principal amount | $ 379,000 | ||||||||
Warrant exercise price per share | $ / shares | $ 1.20 | ||||||||
Interest rate | 5.00% | ||||||||
Conversion price per share | $ / shares | $ 1.20 | ||||||||
Detachable warrants | $ 97,406 | $ 34,696 | |||||||
Amortization expenses | $ 141,917 | $ 4,323 | |||||||
Convertible Loan Agreements [Member] | Risk Free Interest Rate [Member] | |||||||||
Measurement input, percentage | 0.016 | ||||||||
Convertible Loan Agreements [Member] | Volatility [Member] | |||||||||
Measurement input, percentage | 0.5400 | ||||||||
Convertible Loan Agreements [Member] | Dividend Yield [Member] | |||||||||
Measurement input, percentage | 0 | ||||||||
Convertible Loan Agreements [Member] | Expected Term (Years) [Member] | |||||||||
Measurement input, term | 3 years | ||||||||
Two Additional Convertible Loan Agreements [Member] | |||||||||
Principal amount | $ 135,000 | $ 135,000 | |||||||
Securities Purchase Agreement [Member] | |||||||||
Sale of stock in units | shares | 485,318 | 137,616 | 137,616 | ||||||
Sale of stock price per unit | $ / shares | $ 1.09 | ||||||||
Common stock exercise price | $ / shares | $ 1.20 | ||||||||
Warrant description | Each Unit consists of: (i) one share of Common Stock and (ii) one warrant to purchase one share of Common Stock with an exercise price of US$1.20 (the "Warrant"). | ||||||||
Compensation expenses | $ 57,793 | ||||||||
Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||
Measurement input, term | 2 years 5 months 12 days | ||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||
Measurement input, term | 2 years 8 months 16 days | ||||||||
Securities Purchase Agreement [Member] | Lenders [Member] | |||||||||
Issuance of shares of common stock | shares | 485,318 | ||||||||
Warrants to purchase common stock | shares | 485,318 | ||||||||
2020 Convertible Loan Agreements [Member] | |||||||||
Principal amount | $ 125,000 | ||||||||
Interest rate | 5.00% | ||||||||
Conversion price per share | $ / shares | $ 1.09 | ||||||||
Share price per share | $ / shares | $ 1.09 | ||||||||
Mandatory conversion probability percentage | 70.00% | ||||||||
Optional conversion probability percentage | 30.00% | ||||||||
Fair value of convertible debt | $ 18,692 | ||||||||
Estimated fair value of debt instrument | $ 106,308 |
Convertible Loans - Schedule of
Convertible Loans - Schedule of Weighted-average Assumptions Valuation Method (Details) | Sep. 21, 2020$ / shares |
Dividend Yield [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |
Fair value measurement of derivative instrument percentage | 0 |
Dividend Yield [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | |
Fair value measurement of derivative instrument percentage | 0 |
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |
Fair value measurement of derivative instrument percentage | 0.19 |
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Minimum [Member] | |
Fair value measurement of derivative instrument percentage | 0.12 |
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Maximum [Member] | |
Fair value measurement of derivative instrument percentage | 0.16 |
Expected Term (Years) [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |
Fair value measurement of derivative instrument term | 93 months |
Volatility [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |
Fair value measurement of derivative instrument percentage | 51.96 |
Volatility [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | |
Fair value measurement of derivative instrument percentage | 51.96 |
Share Price [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |
Fair value of derivative instrument price | $ 0.96 |
Share Price [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | |
Fair value of derivative instrument price | 0.96 |
Exercise Price [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |
Fair value of derivative instrument price | $ 1.09 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Sep. 23, 2020 | Jul. 02, 2020 | Jun. 24, 2020 | May 09, 2019 | Aug. 31, 2020 | Jul. 31, 2020 | Sep. 30, 2020 | Sep. 24, 2020 | Sep. 22, 2020 |
Stock price | $ 1.09 | ||||||||
Board of Directors Chairman [Member] | |||||||||
Warrants exercised to purchase aggregate shares of common stock | 200,000 | 200,000 | |||||||
Securities Purchase Agreement [Member] | |||||||||
Sale of stock, value | $ 150,000 | $ 150,000 | |||||||
Sale of stock | 485,318 | 137,616 | 137,616 | ||||||
Sale of stock, price | $ 1.09 | ||||||||
Conversion of convertible loans, shares | 471,557 | ||||||||
Stock price | $ 1.20 | ||||||||
Securities Purchase Agreement [Member] | Investor [Member] | |||||||||
Sale of stock, value | $ 100,000 | ||||||||
Sale of stock | 91,743 | ||||||||
Sale of stock, price | $ 1.09 | ||||||||
Warrants exercise price | $ 1.20 | ||||||||
Warrants description | Unit consists of (i) one share of Common Stock of the Company and (ii) one warrant to purchase one share of Common Stock with an exercise price of $1.20 for a period of 36 months following the issuance date. The shares of Common Stock were issued on July 2, 2020. | ||||||||
Securities Purchase Agreement [Member] | Medigus [Member] | |||||||||
Sale of stock, value | $ 100,000 | ||||||||
Sale of stock | 91,743 | ||||||||
Stock issued during period shares | 22,935 | ||||||||
Stock price | $ 1.09 | ||||||||
Securities Purchase Agreement [Member] | Medigus [Member] | Maximum [Member] | |||||||||
Additional investment amount | $ 25,000 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | Sep. 22, 2020 | Jul. 02, 2020 | Jun. 23, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Options granted | 648,000 | |||||
Aggregate intrinsic value | $ 952,198 | $ 952,198 | ||||
Stock price | $ 1.09 | $ 1.09 | ||||
Share based compensation | $ 388,492 | $ 243,450 | ||||
Employees and Directors [Member] | ||||||
Share based compensation | $ 168,825 | $ 388,492 | ||||
Employees and Directors [Member] | Maximum [Member] | ||||||
Equity financing | $ 1,000,000 | |||||
2018 Equity Incentive Plan [Member] | ||||||
Options granted | 500,000 | 148,000 | ||||
Vesting percentage | 12.50% | 12.50% | ||||
Share based compensation description | The options shall vest quarterly over two years commencing June 1, 2020, whereby 12.50% of the shares covered by the options will vest on the three month anniversary of June 1, 2020, and 12.50% of the shares covered by the options at the end of each subsequent three month period thereafter over the course of the subsequent twenty-one months. | The options shall vest quarterly over two years commencing June 23, 2020, whereby 12.50% of the shares covered by the options will vest on the three month anniversary of June 23, 2020, and 12.50% of the shares covered by the options at the end of each subsequent three month period thereafter over the course of the subsequent twenty-one months. | ||||
Estimated fair value of options | $ 344,767 | |||||
Increase in number of shares approved | 696,258 | |||||
Shares issued under equity incentive plan | 2,029,591 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options Outstanding, Beginning | shares | 1,150,004 |
Number of Options, Granted | shares | 648,000 |
Number of Options, Exercised | shares | |
Number of Options, Forfeited or Expired | shares | (216,668) |
Number of Options Outstanding, Ending | shares | 1,581,336 |
Number of Options Exercisable | shares | 544,890 |
Weighted Average Exercise Price, Beginning | $ / shares | $ 0.45 |
Weighted Average Exercise Price, Granted | $ / shares | 0.525 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited or Expired | $ / shares | 0.45 |
Weighted Average Exercise Price, Ending | $ / shares | 0.488 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.475 |
Commitements (Details Narrative
Commitements (Details Narrative) - USD ($) | Sep. 22, 2020 | Sep. 30, 2020 |
Options issued to purchase shares of common stock | ||
Commission Agreement [Member] | Earthbound Technologies, LLC [Member] | Introduced Parties [Member] | ||
Percentage of net revenues | 12.50% | |
Aggregate amount of revenues | $ 2,000,000 | |
Maximum compensation percentage of gross profit | 25.00% | |
Commission Agreement [Member] | Earthbound Technologies, LLC [Member] | Introduced Parties [Member] | Exceeds in Net Revenue [Member] | ||
Aggregate amount of revenues | $ 500,000 | |
Options issued to purchase shares of common stock | 50,000 | |
Common stock shares purchased | 50,000 | |
Share price per share | $ 1.2 | |
Commission Agreement [Member] | Earthbound Technologies, LLC [Member] | Introduced Parties [Member] | Occurance of Additional Events in Agreement [Member] | ||
Options issued to purchase shares of common stock | 50,000 | |
Common stock shares purchased | 50,000 | |
Share price per share | $ 1.2 | |
Distribution Agreement [Member] | Safe-Pack Products Ltd [Member] | ||
Percentage of purchase quota | 3.00% |
Investment In Savecann Soluti_2
Investment In Savecann Solutions Inc (Details Narrative) - Savescann Solutions Inc [Member] - Canadian Dollars [Member] - CAD ($) | Apr. 21, 2020 | Apr. 02, 2019 |
Investment | $ 10,000 | |
Investment percentage | 20.00% | |
Total consideration | $ 10,000 |
Related Parties - Schedule of T
Related Parties - Schedule of Transactions and Balances with Related Parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
General and administrative expense | $ 337,886 | $ 231,878 | $ 851,262 | $ 659,629 |
Research and development expense | 87,465 | 152,404 | 340,808 | 371,407 |
Share based compensation | 388,492 | 243,450 | ||
Other accounts payables | $ 295,413 | $ 156,082 | 295,413 | 156,082 |
General and Administrative Expense [Member] | ||||
General and administrative expense | 561,148 | 290,243 | ||
Share based compensation | 309,640 | 122,049 | ||
General and Administrative Expense [Member] | Directors' Compensation[Member] | ||||
General and administrative expense | 311,848 | 170,444 | ||
General and Administrative Expense [Member] | Salaries and Fees to Officers [Member] | ||||
General and administrative expense | 238,128 | 119,799 | ||
Research and Development Expense [Member] | Salaries and Fees to Officers [Member] | ||||
Research and development expense | $ 25,272 | $ 86,964 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 05, 2020 | Oct. 12, 2020 | Oct. 31, 2020 | Dec. 31, 2019 |
Convertible Loan Agreements [Member] | ||||
Aggregate principal amount | $ 379,000 | |||
Subsequent Event [Member] | ||||
Percentage of outstanding share capital | 50.00% | |||
Reverse stock split, description | The Company's Certificate of Incorporation (the "Reverse Stock Split Certificate of Amendment") in order to effect a reverse stock split of the Company's Common Stock pursuant to a range of between 5-to-1 and 7-to-1 (the "Reverse Stock Split"). Pursuant to the Reverse Stock Split, each five or seven shares of Common Stock, as shall be determined by the Board at a later time, will be automatically converted, without any further action by the stockholders, into one share of Common Stock. No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. Instead, each stockholder of the Company will be entitled to receive one share of Common Stock in lieu of the fractional share that would have resulted from the Reverse Stock Split | |||
Subsequent Event [Member] | Co-Chief Executive Officer [Member] | ||||
Monthly retainer | $ 8,000 | |||
Subsequent Event [Member] | Convertible Loan Agreements [Member] | ||||
Aggregate principal amount | $ 75,000 | |||
Subsequent Event [Member] | Consulting Agreement [Member] | Co-Chief Executive Officer [Member] | ||||
Terms of agreement | In connection with Mr. Palach’s appointment, the parties entered into a Consulting Agreement pursuant to which the Company and Mr. Palach agreed upon, inter alia, the following engagement terms: (a) a monthly retainer of $8,000, and (b) a grant of options to purchase shares of the Company’s common stock, which amount shall be determined by the Board on a future date. |