Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | Save Foods Inc. |
Entity Central Index Key | 0001789192 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 242,900 | $ 290,815 |
Restricted cash (Note 2D) | 22,395 | 38,194 |
Accounts receivable, net | 147,941 | 64,003 |
Inventories | 16,356 | 16,302 |
Other current assets (Note 3) | 65,579 | 15,300 |
Total Current assets | 495,171 | 424,614 |
Right Of Use asset arising from operating lease | 14,700 | 48,982 |
Property and Equipment, Net (Note 4) | 55,194 | 81,119 |
Funds in Respect of Employee Rights Upon Retirement | 122,584 | 109,955 |
Total assets | 687,649 | 664,670 |
Current Liabilities | ||
Short-term loan from banking institution (Note 7) | 7,949 | 7,230 |
Current maturities of convertible loans | 56,250 | |
Accounts payable | 203,323 | 235,864 |
Other accounts liabilities (Note 5) | 517,711 | 380,732 |
Total current liabilities | 785,233 | 623,826 |
Fair Value of Convertible Component in Convertible Loans (Note 6) | 54,970 | |
Convertible Loans (Notes 6) | 146,929 | 285,917 |
Long term from banking institution (Note 7) | 8,115 | 14,955 |
Liability for employee rights upon retirement | 157,855 | 142,091 |
Total liabilities | 1,153,102 | 1,066,789 |
Stockholders' Deficit (Note 9) | ||
Common stocks of US$ 0.0001 par value each ("Common Stocks"): 495,000,000 shares authorized as of December 31, 2020 and 2019; issued and outstanding 1,606,760 and 1,458,593 shares as of December 31, 2020 and 2019, respectively. | 161 | 146 |
Preferred stocks of US$ 0.0001 par value ("Preferred stocks"): 5,000,000 shares authorized as of December 31, 2020 and 2019; issued and outstanding 0 shares as of December 31, 2020 and 2019. | ||
Additional paid-in capital | 11,867,585 | 10,329,571 |
Foreign currency translation adjustments | (26,275) | (26,275) |
Accumulated deficit | (12,277,647) | (10,684,508) |
Stockholders' Equity | (436,176) | (381,066) |
Non-controlling interests | (29,277) | (21,053) |
Total stockholders' deficit | (465,453) | (402,119) |
Total liabilities and stockholders' deficit | $ 687,649 | $ 664,670 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 1,606,760 | 1,458,593 |
Common stocks, shares outstanding | 1,606,760 | 1,458,593 |
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 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues from sales of products | $ 232,274 | $ 175,823 |
Cost of sales (Note 11) | (43,405) | (144,548) |
Gross profit (loss) | 188,869 | 31,275 |
Research and development expenses (Note 12) | (417,000) | (615,623) |
Selling and marketing expenses | (51,105) | (342,058) |
General and administrative expenses (Note 13) | (1,070,109) | (1,004,899) |
Operating loss | (1,349,345) | (1,931,305) |
Financing expenses, net (Note 14) | (270,393) | (43,408) |
Other expenses, net | (2,532) | |
Shares in losses of affiliated company | (15,690) | |
Gain on disposal of affiliated company | 15,690 | |
Net loss | (1,606,580) | (1,990,403) |
Less: Net loss attributable to non-controlling interests | 13,441 | 18,986 |
Net loss attributable to the Company | $ (1,593,139) | $ (1,971,417) |
Loss per share (basic and diluted) (Note 16) | $ (1.05) | $ (1.38) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - 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 | $ 132 | $ 8,852,461 | $ (26,275) | $ 105,000 | $ (8,713,091) | $ 218,227 | $ (6,712) | $ 211,515 |
Beginning balance, shares at Dec. 31, 2018 | 1,318,422 | |||||||
Issuance of shares for cash | $ 14 | 945,679 | (105,000) | 840,693 | 840,693 | |||
Issuance of shares for cash, shares | 140,171 | |||||||
Value of warrant issued in convertible loans | 97,406 | 97,406 | 97,406 | |||||
Stock based compensation | 434,025 | 434,025 | 4,645 | 438,670 | ||||
Comprehensive loss for the year | (1,971,417) | (1,971,417) | (18,986) | $ (1,990,403) | ||||
Exercise of options, shares | ||||||||
Ending balance at Dec. 31, 2019 | $ 146 | 10,329,571 | (26,275) | (10,684,508) | (381,066) | (21,053) | $ (402,119) | |
Ending balance, shares at Dec. 31, 2019 | 1,458,593 | |||||||
Issuance of shares for cash | $ 5 | 349,995 | 350,000 | 350,000 | ||||
Issuance of shares for cash, shares | 45,876 | |||||||
Value of warrant issued in convertible loans | 34,696 | 34,696 | 34,696 | |||||
Stock based compensation | 487,402 | 487,402 | 5,217 | 492,619 | ||||
Comprehensive loss for the year | (1,593,139) | (1,593,139) | (13,441) | (1,606,580) | ||||
Conversion of convertible loans | $ 7 | 585,924 | 585,931 | 585,931 | ||||
Conversion of convertible loans, shares | 67,369 | |||||||
Exercise of warrants | $ 2 | 59,998 | 60,000 | 60,000 | ||||
Exercise of warrants, shares | 28,572 | |||||||
Exercise of options | $ 1 | 19,999 | 20,000 | $ 20,000 | ||||
Exercise of options, shares | 6,350 | 6,350 | ||||||
Ending balance at Dec. 31, 2020 | $ 161 | $ 11,867,585 | $ (26,275) | $ (12,277,647) | $ (436,176) | $ (29,277) | $ (465,453) | |
Ending balance, shares at Dec. 31, 2020 | 1,606,760 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Loss for the period | $ (1,606,580) | $ (1,990,403) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation and amortization | 45,205 | 27,351 |
Loss from sales of Property and Equipment | 2,382 | |
Share in losses (gain on disposal) of affiliated company | (15,690) | 15,690 |
Increase (decrease) in liability for employee rights upon retirement | 15,764 | 16,019 |
Stock based compensation | 492,619 | 438,670 |
Expenses on convertible loans | 176,216 | 6,147 |
Compensation expenses in exchange of instruments | 57,793 | |
Decrease (increase) in accounts receivable | (83,938) | 71,294 |
Decrease (increase) in inventory | (54) | 21,783 |
Decrease (increase) in other current assets | (47,575) | 49,739 |
Increase (decrease) in accounts payable | (32,541) | 39,313 |
Increase in other accounts payable | 197,659 | 59,625 |
Net cash used in operating activities | (798,740) | (1,244,772) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from (payments on) investment in unconsolidated entity | 4,864 | (7,567) |
Decrease (increase) in Short term deposits in banking institutions | 15,799 | (38,194) |
Increase in funds in respect of employee rights upon retirement | (12,629) | (12,567) |
Proceeds from sales of Property and Equipment | 1,031 | |
Purchase of Property and Equipment | (23,327) | |
Net cash provided by (used in) investing activities | 9,065 | (81,655) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Secured promissory notes | 135,000 | |
Proceeds from convertible loans | 225,000 | 379,000 |
Repayments of long-term loans from banking institutes | (7,272) | (42,257) |
Repayments of right of use asset arising from operating lease | (40,968) | |
Proceeds from stock issued for cash | 350,000 | 840,693 |
Exercise of options | 20,000 | |
Exercise of warrants | 60,000 | |
Net cash provided by financing activities | 741,760 | 1,177,436 |
INCREASE IN CASH AND CASH EQUIVALENTS | (47,915) | (148,991) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 290,815 | 439,806 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 242,900 | 290,815 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for: Interest | 408 | 836 |
Non cash transactions: | ||
Disposal of affiliated company | 2,704 | |
Termination of lease agreement | 11,590 | |
Issuance of warrants in convertible loans | 53,388 | 97,406 |
Conversion of convertible loans | 528,138 | |
Initial recognition of operating lease right-of-use assets | 48,982 | |
Initial recognition of operating lease liability | $ (48,982) |
General
General | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | NOTE 1 – GENERAL A. Operations 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 98.94% of the issued and outstanding shares of Save Foods Ltd., including preferred and common stock. Save Foods Ltd. was incorporated in 2004 and commenced its operations in 2005. Save Foods Ltd. develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and prolonging shelf life of fresh produce. The Company’s common stock is quoted on the OTC, Pink Tier, under the symbol “SAFO”. B. Reverse stock split On April 23, 2019, the Company amended and restated its Certificate of Incorporation to effect a 15 to 1 reverse stock split of the Company’s outstanding Common Stock. As a result of the reverse stock split, which became effective on June 11, 2019, every 15 shares of the Company’s outstanding Common Stock prior to the effect of that amendment was combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split. The number of outstanding shares of the Company’s Common Stock and par value of the shares remained unchanged. On February 23, 2021, the Company amended its Certificate of Incorporation to effect a 7 to 1 reverse stock split of the Company’s outstanding Common Stock. As a result of the reverse stock split, every 7 shares of the Company’s outstanding Common Stock prior to the effect of that amendment was combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split. The number of authorized capital of the Company’s Common Stock and par value of the shares remained unchanged. All share, stock option and per share information in these condensed consolidated financial statements have been restated to reflect the stock split on a retroactive basis. C. Going concern uncertainty Since its incorporation (April 1, 2009), the Company has not had any operations other than those carried out by Save Foods Ltd. The development and commercialization of Save Foods Ltd.’s products will require substantial expenditures. Save Foods Ltd. and the Company have not yet generated sufficient revenues from their operations to fund the Group’s (as defined below) activities and are therefore dependent upon external sources for financing their operations. There can be no assurance that the Company will succeed in obtaining the necessary financing to continue its operations. As of December 31, 2020, the Company had $242,900 in cash, a negative working capital of $290,062 and an accumulated deficit of $12,277,647. 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 tries to cooperate with major fruit packing houses in Israel and abroad. These factors raise substantial doubt about Save Foods Ltd. 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. D In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. This virus continues to spread globally and, has spread to over 180 countries, including the United States and Israel. The spread of COVID-19 from China to other countries has resulted in the World Health Organization declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020. Many countries around the world have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus, including in the United States and in Israel. Governments may divert spending from other budgeted resources as they seek to reduce and/or stop the spread of an infectious disease, such as COVID-19. Such events may result in a period of business and manufacturing disruption, and in reduced operations, any of which could materially affect the Company’s business, financial condition and results of operations. The extent to which COVID-19 impacts the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. 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. E. Risk factors The Company and Save Foods Ltd. (collectively, the “Group”) face a number of risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Group’s products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group’s future results. In addition, the Group expects to continue incurring significant operating costs and losses in connection with the development of its products and increased marketing efforts. As mentioned above, the Group has not yet generated significant revenues from its operations to fund its activities, and therefore the continuance of its activities as a going concern depends on the receipt of additional funding from its current stockholders and investors or from third parties. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2– SIGNIFICANT ACCOUNTING POLICIES The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). A. Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions, share based compensation and convertible loans. B. Functional currency A majority of the Group’s revenues is generated in U.S. dollars. In addition, most of the Group’s costs are denominated and determined in U.S. dollars and in new Israeli shekels. Management believes that the dollar is the currency in the primary economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with Accounting Standards Codification (ASC) 830, “Foreign Currency Matters”. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. C. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiary, Save Foods Ltd. All significant intercompany balances and transactions have been eliminated on consolidation. D. Cash and cash equivalents, and Restricted cash Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. Restricted cash as of December 31, 2020 and 2019 included a NIS 72,000 ($22,395) and NIS 132,000 ($38,194), respectively collateral account for the Company’s corporate credit cards and a loan and is classified in current assets. E. Accounts receivables Accounts receivables are stated at their net realizable value. The allowance against gross accounts receivables reflects the best estimate of losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. As of December 31, 2020, and 2019, an allowance for doubtful debts in the amount of $26,553 and $24,702, respectively, is reflected in net accounts receivables. Accounts receivables are written off after all reasonable means to collect the full amount have been exhausted. F. Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss. 2. Rates of depreciation: % Furniture and office equipment 7-15 Machines 10-15 Computers 33 Vehicle 15 G. Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31, 2020 or 2019. H. Deferred income taxes The Group accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Group accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2020 and 2019 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. I. Liability for employee rights upon retirement Save Foods Ltd’s liability for employee rights upon retirement with respect to its Israeli employees is calculated, pursuant to Israeli Severance Pay Law, based on the most recent salary of each employee multiplied by the number of years of employment, as of the balance sheet date. Employees are entitled to one month’s salary for each year of employment, or a portion thereof. Save Foods Ltd. makes monthly deposits to insurance policies and severance pay funds. The liability of the Company is fully provided for. The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn upon the fulfillment of the obligation pursuant to Israeli severance pay laws or labor agreements. The value of the deposited funds is based on the cash surrender value of these policies, and includes immaterial profits/losses. Severance expenses for the years ended December 31, 2020 and 2019, amounted to $7,419 and $24,000, respectively. J. Revenue recognition Revenues are recognized when delivery has occurred and there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivables is reasonably assured and no further obligations exist. Revenues from sales of products are recognized when title and risk and rewards for the products are transferred to the customer. K. Research and development expenses Research and development expenses are charged to operations as incurred. L. Royalty-bearing grants Royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) for funding approved research and development projects are recognized at the time Save Foods Ltd. is entitled to such grants (i.e. at the time that there is reasonable assurance that the Company will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs. The cumulative research and development grants received by the Company from inception through December 2020 amounted to NIS 484,429 (US$150,678). As of December 31, 2020, and 2019, the Company did not accrue for or pay any royalties to the IIA since no revenues were recognized in respect of the funded projects. M. Inventories Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average costs basis. The Company regularly reviews its inventories for impairment and reserves are established when necessary. N. Basic and diluted loss per common stock Basic loss per common stock is computed by dividing the loss for the period applicable to shareholders, by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. O. Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. P. Fair Value Measurements Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 54,970 54,970 Total liabilities - - 54,970 54,970 The following table presents the changes in fair value of the level 3 liabilities for the Year ended December 31, 2020: Fair value of Convertible component Outstanding at January 1, 2020 - Fair value of issued level 3 liability 27,762 Changes in fair value 27,208 Outstanding at December 31, 2020 54,970 Q. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. R. Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. S. New 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, 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 did not have a material impact to the Company’s consolidated financial statements after evaluation. 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. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This standard will require entities to disclose the amount of total gains or losses for the period recognized in other comprehensive income that is attributable to fair value changes in assets and liabilities held as of the balance sheet date and categorized within Level 3 of the fair value hierarchy. This ASU will be effective for the Company for annual and interim periods beginning after December 31, 2020. Early adoption of this standard is permitted. This standard did not have a material impact to the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management has not yet evaluated the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2020 are not expected to have a material impact on the Company’s consolidated financial statements. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | NOTE 3 – OTHER CURRENT ASSETS December 31, 2020 2019 Prepaid expenses and advances to vendors 51,020 4,811 Receivables from sale of subsidiary (Note 5) 2,704 - Government Institutions 11,855 10,489 65,579 15,300 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 4 – PROPERTY AND EQUIPMENT, NET December 31, 2020 2019 Computers 10,328 10,328 Furniture and office equipment 5,002 5,002 Machines 130,797 134,665 Vehicles 85,149 85,149 231,276 235,144 Less - accumulated depreciation (139,382 ) (117,325 ) Less – Impairment of long lived assets (36,700 ) (36,700 ) Total property and equipment, net 55,194 81,119 In the years ended December 31, 2020 and 2019, depreciation expenses were US$ 22,512 and US$ 27,351 respectively, and additional property and equipment were purchased in an amount of US$ 23,327 for the years ended December 31, 2019 (none for the year ended December 31, 2020). |
Other Accounts Liabilities
Other Accounts Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Accounts Liabilities | NOTE 5 – OTHER ACCOUNTS LIABILITIES December 31, 2020 2019 Employees and related institutions 110,220 135,901 Accrued expenses 392,442 184,616 Right Of Use liability arising from operating lease 15,049 52,093 Affiliated company (*) - 8,122 517,711 380,732 (*) 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 ($7,000), of which $2,704 were not paid yet and are presented as part of other current assets. |
Convertible Loans
Convertible Loans | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Loans | NOTE 6 – 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 $8.40. 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 $8.40 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 69,332 units (“Units”), at a purchase price of $7.63 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 $8.4 (the “Warrant”). In connection with the SPA, the Company issued to the Lenders an aggregate of 67,369 shares of Common Stock and Warrants to purchase an aggregate of 67,369 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, as of the exchange date, 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 years ended December 31, 2020 and 2019, the Company recorded net interest and amortization expenses in the amount of $199,709 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 $7.63 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. During October 2020, the Company entered into a series of additional 2020 CLAs with additional 2020 Lenders to sell additional 2020 Notes with an aggregate principal amount of $100,000. During January 2021, the Company entered into a series of additional 2020 CLAs with additional 2020 Lenders to sell additional 2020 Notes with an aggregate principal amount of $274,000. 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 $7.63. 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: as of September 21, 2020 and October 23, 2020, 70% probability for the Mandatory Conversion and 30% probability for the Optional Conversion and as of December 31, 2020, 75% probability for the Mandatory Conversion and 25% probability for the Optional Conversion. The Mandatory Conversion (scenario 1) 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 following are the data and assumptions used as of issuance dates and as of the balance sheet date: September 21, 2020 October 23, 2020 December 31, 2020 Dividend yield 0 0 0 Risk-free interest rate 0.19 % 0.11 % 0.09 % Expected term (years) 0.775 0.685 0.417 Volatility 51.96 % 51.96 % 48.06 % Share price 6.72 5.88 8.61 Exercise price 7.63 7.63 7.63 Fair value 15,208 6,457 47,499 The Optional Conversion (scenario 2) 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 following are the data and assumptions used as of the issuance dates and as of balance sheet date: September 21, 2020 October 23, 2020 December 31, 2020 Dividend yield 0 0 0 Risk-free interest rate 0.12-0.16 % 0.12-0.2 % 0.10-0.14 % Volatility 51.96 % 51.96 % 48.06 % Share price 6.72 5.88 8.61 Fair value 26,824 15,167 77,381 The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of issuance dates was $27,762 and as of December 31, 2020 was $54,970. 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 $203,179 as of December 31, 2020 of which $56,250 is presented under current liabilities and $146,929 is presented under long term liabilities. |
Long-Term Loans from Banking In
Long-Term Loans from Banking Institutions | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Loans from Banking Institutions | NOTE 7 - LONG-TERM LOANS FROM BANKING INSTITUTIONS A. Composition Interest rate at 2020 December 31, % 2020 2019 Long-term loans 2.1 16,064 22,185 Less current maturities (7,949 ) (7,230 ) 8,115 14,955 B. Maturity dates: First year 7,949 Second year 8,115 16,064 |
Commitment and Contingent Liabi
Commitment and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingent Liabilities | NOTE 8 – COMMITMENT AND CONTINGENT LIABILITIES A. Save Foods Ltd. is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. Save Foods Ltd. was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA. As of December 31, 2020, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is NIS 484,429 (US$ 150,678), not including interest. B. The Company and its subsidiary currently lease office space at Kibbutz Alonim under a short-term operating lease agreement ends at December 31, 2020 with an option to extend the agreement with additional year ended at December 31, 2021. During the years 2020 and 2019, the Company paid an annual rent of $14,967 and $10,605, respectively under the above agreement. The agreement was automatically renewed (option) until December 31, 2021. In addition, the Company and Save Foods Ltd. entered into a short term lease agreement for the period ended at May 31, 2019, with a shareholder for the lease of an office and related services for a monthly fee of NIS 5,000 (approximately $1,400). On May 1, 2019 the Company and Save Foods Ltd. entered into a lease agreement for its offices in Tel Aviv for the period ending December 31, 2020, for the lease of an office and management fees for a monthly fee of NIS 11,214 (approximately $3,450). On August 9, 2020, the Company and the lessor agreed that the Company would pay the lessor a one-time NIS10,000 ($3,100) and the agreement would be terminate as of August 13, 2020 On September 1, 2017, the Company entered into a lease agreement for office space in New York, hereinafter the New York Lease. The New York Lease will expire on September 30, 2020, unless terminated earlier by either party by providing 30 days prior written notice to the other party. The New York Lease rent amount, $7,200, was fully paid for through an issuance of 720,000 shares of our Common Stock on November 5, 2017. C. In July 2011, Save Foods, Ltd. filed with the Commissioner of Patent of the Israeli Patent Office (the “Commissioner”) a claim stating its opposition to a patent application made by Xeda International S.A, (“Xeda”), which would have restricted Save Foods Ltd’s operations. In June 2018, the Commissioner accepted Save Foods Ltd’s claims against Xeda’s patent application and, accordingly, rejected Xeda’s application. The Commissioner awarded Save Foods Ltd. with expenses and legal fees in the aggregate amount of approximately NIS 165,000 (approximately $46,000) In September 2018, Xeda filed an appeal with the District Court in Jerusalem (the “Court”), with respect to the Commissioner’s decision, and in January 2019, the Court dismissed Xeda’s appeal and awarded Save Foods Ltd. expenses and legal fees in the aggregate amount of approximately NIS 50,000 (approximately $13,000). In February 2019, Xeda filed a request to appeal the Court’s decision with the Israeli Supreme Court. In May 2019, the Israeli Supreme Court rejected Xeda’s request to appeal and awarded Save Foods Ltd. expenses and legal fees in the aggregate amount of NIS 8,000. D. 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 7,143 options to purchase 7,143 shares of Common Stock at an exercise price of $8.4 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 7,143 options to purchase 7,143 shares of Common Stock at an exercise price of $8.4 per share. E. 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%. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 9 – SHAREHOLDERS’ EQUITY Description of the rights attached to the Shares in the Company: Common stock: Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company’s common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law. Transactions: During January 2019 the Company issued total of 19,050 shares of Common Stock of the Company $0.0001 par value, to accredited investors for total consideration of $120,000. During February 2019 the Company issued total of 35,717 shares of Common Stock of the Company $0.0001 par value, to accredited investors for total consideration of $225,000. During March 2019 the Company issued total of 15,874 shares of Common Stock of the Company $0.0001 par value, to accredited investor for total consideration of $100,000. In addition, during March 2019 the Company issued 7,937 shares of Common Stock of the Company $0.0001 par value, to an accredited investor for total consideration of $50,000 and at the same time issued him 7,937 shares of Common Stock $0.0001 par value for total consideration of $66,666 and 7,937 warrants to purchase the company shares of Common Stock at an exercise price of 84 cents. During June 2019, the Company issued total of 31,747 shares of Common Stock of the Company $0.0001 par value, to accredited investors for total consideration of $200,000. In addition, During June 2019 the Company issued 10,004 shares of Common Stock of the Company $0.0001 par value, to an accredited investor for total consideration of $84,034 and at the same time issued that accredited investor 10,004 warrants to purchase the company shares of Common Stock at an exercise price of 84 cents. During August 2019, the Company signed a subscription agreement with an investor according to which the Company will issue total of 11,905 shares of Common Stock of the Company $0.0001 par value, to accredited investor for total consideration of $100,000. In addition, and at the same time issued that accredited investor 11,905 warrants to purchase the company shares of Common Stock at an exercise price of 84 cents. On May 9, 2020, 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, 13,107 units at a price per unit of $7.63 (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 $8.40 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 67,369 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, 19,662 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 13,107 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 on surfaces against different pathogens including COVID-19. In consideration for the Additional Medigus Investment, the Company has agreed to issue an additional 3,277 units at a purchase price of $7.63, 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 28,572 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. During December 2020, two directors on Save Food Ltd exercised 6,350 options under the 2018 Equity Incentive Plan into 6,350 shares of common stock of the Company total consideration of $20,000. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | NOTE 10 – STOCK OPTIONS On October 18, 2018, the Company adopted the 2018 Share Incentive Plan (the “2018 Equity Incentive Plan”), pursuant to which the Company’s Board of Directors is authorized to grant up to 190,477 options, exercisable into 190,477 shares of Common Stock of the Company. The purpose of the 2018 Equity Incentive Plan is to offer attract and retain the best available personnel, provide incentive to individuals who perform services for the Company and promote the success of the Company’s business. On January 3, 2019, the Company granted of 80,954 options under the 2018 Equity Incentive Plan of which 9,524 options are vested quarterly over three years commencing May 15, 2018, 35,715 options are vested 1/3 after a year commencing October 1, 2018 and the remaining 2/3 are vested quarterly over additional two years, 14,286 options are vested quarterly over three years commencing October 1, 2018 and 21,429 options are vested 1/3 after a year commencing January 1, 2019 and the remaining 2/3 are vested quarterly over additional two years On April, 2019, the Board of Directors of the Company approved the issuance of 28,572 options to purchase 28,572 Company’s Common Stock 0.0001 par value, to Mr. Dan Sztybel, under the Company’s 2018 Equity Incentive Plan. The options shall vest quarterly over three years, commencing April 1, 2019, and shall be exercisable for an exercise price of $3.15 per share. In addition, the Board of Directors of the Company approved the issuance of 14,286 options to purchase 14,286 Company’s Common Stock 0.0001 par value, to Mr. Dan Sztybel, subject to Save Foods Ltd’s obtainment of certain EPA and FDA approvals by the end of the second quarter of 2020. Such conditions did not met as of June 30, 2020. On November 12, 2019, the Board of Directors of the Company approved the grant of 45,239 options under the 2018 Equity Incentive Plan of which 28,572 options are vested quarterly over three years commencing January 3, 2019, 9,524 options are vested 1/3 after a year commencing January 3, 2019 and the remaining 2/3 are vested quarterly over additional two years, and 7,143 options are vested 1/3 after a year commencing October 1, 2019 and the remaining 2/3 are vested quarterly over additional two years. In addition, the Board of Directors approved the agreement with a consultant, according to which the consultant would receive 2,858 fully vested options to purchase Company’s shares at exercise price of $6.3 per option for certain “closed” introduction made by the consultant in Chile. No options were granted under this agreement as of December 31, 2020. On June 23, 2020, the Company granted 21,143 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 71,431 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 99,466 shares of Common Stock, such that after the increase the total number of shares of Common Stock issuable under the Plan is 289,942 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 year ended December 31, 2020 and 2019: Number of Options Weighted Average Exercise Price Outstanding at January 1, 2019 59,525 3.15 Granted (*) 109,526 3.15 Exercised - - Forfeited (4,762 ) 3.15 Outstanding at January 1, 2020 164,289 3.15 Granted 92,574 3.64 Exercised (6,350 ) 3.15 Forfeited (29,365 ) 3.15 Expired (14,286 ) 3.15 Outstanding at December 31, 2020 206,862 3.15 Number of options exercisable at December 31, 2020 97,351 3.27 (*) Options that were granted on January 3, 2019 with vesting that commences before December 31, 2018. The aggregate intrinsic value of the awards outstanding as of December 31, 2020 is US$1,084,465. These amounts represent the total intrinsic value, based on the Company’s stock price of US$ 8.61 as of December 31, 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. The fair value of options granted was estimated at the dates of grant using the Black-Scholes option pricing model. The following are the data and assumptions used: 2020 2019 Dividend yield 0 0 Expected volatility (%) (*) 52 % 54 % Risk-free interest rate (%) (**) 0.23 % 1.56-2.39 % Expected term of options (years) (***) 5 5 Exercise price (US dollars) 3.15-3.78 3.15 Share price (US dollars) 7.63 6.3 Fair value (US dollars) 4.83-5.17 4.19 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on the historical volatility of the share price of other public companies that operate in the same industry sector as the Company (agricultural chemical industry). (**) The risk-free interest rate represented the risk-free rate of US$ zero – coupon US Government Loans. (***) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method” in accordance with SEC Staff Accounting Bulletin No. 110. The total fair value estimation of the non-cash compensation of the grant at 2020 and 2019 was approximately $453,976 and $440,848, respectively. Costs incurred in respect of stock-based compensation for employees and directors, for the year ended December 31, 2020 and 2019 were $492,619 and $438,670, respectively. As of December 31, 2020, there are 76,730 options available for future grants under the 2018 Equity Incentive Plan. |
Cost of Sales
Cost of Sales | 12 Months Ended |
Dec. 31, 2020 | |
Cost Of Sales | |
Cost of Sales | NOTE 11 – COST OF SALES Year ended December 31 2020 2019 Salaries and related expenses 8,074 35,142 Share based compensation 5,402 14,531 Materials 16,692 69,390 Vehicle maintenance 2,063 8,455 Travel expenses 978 3,408 Transportation and storage 5,632 13,299 Other expenses 4,564 323 43,405 144,548 |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
Research and Development Expenses | NOTE 12 – RESEARCH AND DEVELOPMENT EXPENSES Year ended December 31 2020 2019 Salaries and related expenses 39,021 177,712 Share based compensation 91,190 75,998 Professional fees 130,592 178,854 Depreciation 29,319 20,544 Travel expenses 7,190 26,138 Vehicle maintenance 13,657 26,227 Rent and asset management - 10,582 Laboratory and Field tests 72,593 73,968 Other expenses 33,438 25,600 417,000 615,623 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2020 | |
General And Administrative Expenses | |
General and Administrative Expenses | NOTE 13 – GENERAL AND ADMINISTRATIVE EXPENSES Year ended December 31 2020 2019 Professional services 443,883 461,840 Share based compensation 416,996 283,910 Legal expenses 67,492 125,753 Insurance 63,380 54,367 Rent and office maintenance 11,135 38,080 Levies and tolls 28,477 8,601 Communications 1,679 1,910 Depreciation 13,914 2,133 Travel expenses 5,305 15,310 Other expenses 17,848 12,995 1,070,109 1,004,899 |
Financing Expenses, Net
Financing Expenses, Net | 12 Months Ended |
Dec. 31, 2020 | |
Financing Expenses Net | |
Financing Expenses, Net | NOTE 14 – FINANCING EXPENSES, NET Year ended December 31 2020 2019 Interest and amortization expenses 202,917 4,323 Currency exchange differences 34,037 28,266 Changes in fair value of convertible loans 27,208 - Bank charges and other finance expenses, net 6,231 10,819 270,393 43,408 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 15 – INCOME TAX A. US resident companies are taxed on their worldwide income for corporate income tax purposes at a statutory rate of 21% this reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes. No further taxes are payable on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax exempt in the US under applicable tax treaties to avoid double taxation. Income of the Israeli company is taxable from 2018 and onwards, at corporate tax rate of 23%. The Company and Save Foods Ltd. has not received final tax assessments since its inception. As of December 31, 2020, the Company and Save Foods Ltd. has estimated carry forward losses for tax purposes of approximately $1,264,000 and $9,412,000, respectively, which can be offset against future taxable income, if any. B. The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements: Year ended December 31 2020 2019 Pretax loss 1,593,139 1,971,417 Federal tax rate 21 % 21 % Income tax computed at the ordinary tax rate 334,559 413,998 Non-deductible expenses (63,565 ) (2,278 ) Stock-based compensation (109,772 ) (93,970 ) Tax in respect of differences in corporate tax rates 13,480 26,688 Losses and timing differences in respect of which no deferred taxes were generated (174,702 ) (344,438 ) - - C. Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company’s future tax assets are as follows: Year ended December 31 2020 2019 Composition of deferred tax assets: Provision for employee related obligation 31,627 29,353 Non capital loss carry forwards 2,350,367 2,171,821 Valuation allowance (2,381,994 ) (2,201,174 ) - - |
Loss Per Common Stock
Loss Per Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Common Stock | NOTE 16 – LOSS PER COMMON STOCK Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per common stock for the years ended December 31, 2020 and 2019, are as follows: Year ended December 31 2020 2019 Number of shares Weighted average number of shares of Common Stock outstanding attributable to shareholders 1,519,122 1,424,045 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) 206,862 164,289 (*) The effect of the inclusion of option and convertible loans in 2020 and 2019 is anti-dilutive. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 17 – RELATED PARTIES A. Transactions and balances with related parties Year ended December 31 2020 2019 General and administrative expenses: Directors compensation 380,756 295,088 Salaries and fees to officers 336,433 358,370 Consultants and other fees 52,331 - (*) 769,520 (*) 653,458 (*) share based compensation 394,756 272,077 Research and development expenses: Salaries and fees to officers 25,301 116,692 B. Balances with related parties and officers: Other accounts payables 424,515 199,983 C. Other information: A. 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. B. On October 10, 2018 the Board of directors of Save Foods Ltd. approved to engage in consulting agreements with Amir Uziel Economic Consultant Ltd (a company controlled by Amir Uziel) and with L.A Pure Capital Ltd (a company controlled by Kfir Zilberman) at a monthly fee of $1,500. C. On October 10, 2018 the Board of directors of Save Foods Ltd. approved a monthly directors fee of $1,500 to Itzhak Shrem. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 – SUBSEQUENT EVENTS A. On February 23, 2021, the Company amended its Certificate of Incorporation to effect a 7 to 1 reverse stock split of the Company’s outstanding Common Stock. As a result of the reverse stock split, which became effective on February 23, 2021, every 7 shares of the Company’s outstanding Common Stock prior to the effect of that amendment was combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split. The number of authorized capital of the Company’s Common Stock and par value of the shares remained unchanged. All share, stock option and per share information in these condensed consolidated financial statements have been restated to reflect the stock split on a retroactive basis. B. During January 2021, the Company entered into a series of additional 2020 CLAs (See note 6B above) with additional 2020 Lenders to sell additional 2020 Notes with an aggregate principal amount of $274,000. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates in the Preparation of Financial Statements | A. Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions, share based compensation and convertible loans. |
Functional Currency | B. Functional currency A majority of the Group’s revenues is generated in U.S. dollars. In addition, most of the Group’s costs are denominated and determined in U.S. dollars and in new Israeli shekels. Management believes that the dollar is the currency in the primary economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with Accounting Standards Codification (ASC) 830, “Foreign Currency Matters”. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. |
Principles of Consolidation | C. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiary, Save Foods Ltd. All significant intercompany balances and transactions have been eliminated on consolidation. |
Cash and Cash Equivalents, and Restricted Cash | D. Cash and cash equivalents, and Restricted cash Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. Restricted cash as of December 31, 2020 and 2019 included a NIS 72,000 ($22,395) and NIS 132,000 ($38,194), respectively collateral account for the Company’s corporate credit cards and a loan and is classified in current assets. |
Accounts Receivables | E. Accounts receivables Accounts receivables are stated at their net realizable value. The allowance against gross accounts receivables reflects the best estimate of losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. As of December 31, 2020, and 2019, an allowance for doubtful debts in the amount of $26,553 and $24,702, respectively, is reflected in net accounts receivables. Accounts receivables are written off after all reasonable means to collect the full amount have been exhausted. |
Property, Plant and Equipment, Net | F. Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss. 2. Rates of depreciation: % Furniture and office equipment 7-15 Machines 10-15 Computers 33 Vehicle 15 |
Impairment of Long-lived Assets | G. Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31, 2020 or 2019. |
Deferred Income Taxes | H. Deferred income taxes The Group accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Group accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2020 and 2019 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. |
Liability for Employee Rights Upon Retirement | I. Liability for employee rights upon retirement Save Foods Ltd’s liability for employee rights upon retirement with respect to its Israeli employees is calculated, pursuant to Israeli Severance Pay Law, based on the most recent salary of each employee multiplied by the number of years of employment, as of the balance sheet date. Employees are entitled to one month’s salary for each year of employment, or a portion thereof. Save Foods Ltd. makes monthly deposits to insurance policies and severance pay funds. The liability of the Company is fully provided for. The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn upon the fulfillment of the obligation pursuant to Israeli severance pay laws or labor agreements. The value of the deposited funds is based on the cash surrender value of these policies, and includes immaterial profits/losses. Severance expenses for the years ended December 31, 2020 and 2019, amounted to $7,419 and $24,000, respectively. |
Revenue Recognition | J. Revenue recognition Revenues are recognized when delivery has occurred and there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivables is reasonably assured and no further obligations exist. Revenues from sales of products are recognized when title and risk and rewards for the products are transferred to the customer. |
Research and Development Expenses | K. Research and development expenses Research and development expenses are charged to operations as incurred. |
Royalty-Bearing Grants | L. Royalty-bearing grants Royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) for funding approved research and development projects are recognized at the time Save Foods Ltd. is entitled to such grants (i.e. at the time that there is reasonable assurance that the Company will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs. The cumulative research and development grants received by the Company from inception through December 2020 amounted to NIS 484,429 (US$150,678). As of December 31, 2020, and 2019, the Company did not accrue for or pay any royalties to the IIA since no revenues were recognized in respect of the funded projects. |
Inventories | M. Inventories Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average costs basis. The Company regularly reviews its inventories for impairment and reserves are established when necessary. |
Basic and Diluted Loss Per Common Stock | N. Basic and diluted loss per common stock Basic loss per common stock is computed by dividing the loss for the period applicable to shareholders, by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. |
Stock-based Compensation | O. Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. |
Fair Value Measurements | P. Fair Value Measurements Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 54,970 54,970 Total liabilities - - 54,970 54,970 The following table presents the changes in fair value of the level 3 liabilities for the Year ended December 31, 2020: Fair value of Convertible component Outstanding at January 1, 2020 - Fair value of issued level 3 liability 27,762 Changes in fair value 27,208 Outstanding at December 31, 2020 54,970 |
Concentrations of Credit Risk | Q. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Contingencies | R. Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
New Accounting Pronouncements | S. New 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, 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 did not have a material impact to the Company’s consolidated financial statements after evaluation. 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. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This standard will require entities to disclose the amount of total gains or losses for the period recognized in other comprehensive income that is attributable to fair value changes in assets and liabilities held as of the balance sheet date and categorized within Level 3 of the fair value hierarchy. This ASU will be effective for the Company for annual and interim periods beginning after December 31, 2020. Early adoption of this standard is permitted. This standard did not have a material impact to the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management has not yet evaluated the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2020 are not expected to have a material impact on the Company’s consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment Depreciation Rates | Rates of depreciation: % Furniture and office equipment 7-15 Machines 10-15 Computers 33 Vehicle 15 |
Schedule of Recurring Basis Financial Assets and Liabilities | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 54,970 54,970 Total liabilities - - 54,970 54,970 |
Schedule of Changes in Fair Value Liabilities | The following table presents the changes in fair value of the level 3 liabilities for the Year ended December 31, 2020: Fair value of Convertible component Outstanding at January 1, 2020 - Fair value of issued level 3 liability 27,762 Changes in fair value 27,208 Outstanding at December 31, 2020 54,970 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | December 31, 2020 2019 Prepaid expenses and advances to vendors 51,020 4,811 Receivables from sale of subsidiary (Note 5) 2,704 - Government Institutions 11,855 10,489 65,579 15,300 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | December 31, 2020 2019 Computers 10,328 10,328 Furniture and office equipment 5,002 5,002 Machines 130,797 134,665 Vehicles 85,149 85,149 231,276 235,144 Less - accumulated depreciation (139,382 ) (117,325 ) Less – Impairment of long lived assets (36,700 ) (36,700 ) Total property and equipment, net 55,194 81,119 |
Other Accounts Liabilities (Tab
Other Accounts Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Account Liabilities | December 31, 2020 2019 Employees and related institutions 110,220 135,901 Accrued expenses 392,442 184,616 Right Of Use liability arising from operating lease 15,049 52,093 Affiliated company (*) - 8,122 517,711 380,732 (*) 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 ($7,000), of which $2,704 were not paid yet and are presented as part of other current assets. |
Convertible Loans (Tables)
Convertible Loans (Tables) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Valuation Technique, Black-Scholes Option Pricing Model [Member] | |
Schedule of Weighted-average Assumptions Valuation Method | The Mandatory Conversion (scenario 1) 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 following are the data and assumptions used as of issuance dates and as of the balance sheet date: September 21, 2020 October 23, 2020 December 31, 2020 Dividend yield 0 0 0 Risk-free interest rate 0.19 % 0.11 % 0.09 % Expected term (years) 0.775 0.685 0.417 Volatility 51.96 % 51.96 % 48.06 % Share price 6.72 5.88 8.61 Exercise price 7.63 7.63 7.63 Fair value 15,208 6,457 47,499 |
Valuation Technique, Binomial Option Pricing Model [Member] | |
Schedule of Weighted-average Assumptions Valuation Method | The Optional Conversion (scenario 2) 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 following are the data and assumptions used as of the issuance dates and as of balance sheet date: September 21, 2020 October 23, 2020 December 31, 2020 Dividend yield 0 0 0 Risk-free interest rate 0.12-0.16 % 0.12-0.2 % 0.10-0.14 % Volatility 51.96 % 51.96 % 48.06 % Share price 6.72 5.88 8.61 Fair value 26,824 15,167 77,381 |
Long-Term Loans from Banking _2
Long-Term Loans from Banking Institutions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Composition of Long Term Debt | A. Composition Interest rate at 2020 December 31, % 2020 2019 Long-term loans 2.1 16,064 22,185 Less current maturities (7,949 ) (7,230 ) 8,115 14,955 |
Schedule of Maturities of Long Term Debt | B. Maturity dates: First year 7,949 Second year 8,115 16,064 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended December 31, 2020 and 2019: Number of Options Weighted Average Exercise Price Outstanding at January 1, 2019 59,525 3.15 Granted (*) 109,526 3.15 Exercised - - Forfeited (4,762 ) 3.15 Outstanding at January 1, 2020 164,289 3.15 Granted 92,574 3.64 Exercised (6,350 ) 3.15 Forfeited (29,365 ) 3.15 Expired (14,286 ) 3.15 Outstanding at December 31, 2020 206,862 3.15 Number of options exercisable at December 31, 2020 97,351 3.27 (*) Options that were granted on January 3, 2019 with vesting that commences before December 31, 2018. |
Schedule of Estimated Fair Value of Options Granted | The fair value of options granted was estimated at the dates of grant using the Black-Scholes option pricing model. The following are the data and assumptions used: 2020 2019 Dividend yield 0 0 Expected volatility (%) (*) 52 % 54 % Risk-free interest rate (%) (**) 0.23 % 1.56-2.39 % Expected term of options (years) (***) 5 5 Exercise price (US dollars) 3.15-3.78 3.15 Share price (US dollars) 7.63 6.3 Fair value (US dollars) 4.83-5.17 4.19 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on the historical volatility of the share price of other public companies that operate in the same industry sector as the Company (agricultural chemical industry). (**) The risk-free interest rate represented the risk-free rate of US$ zero – coupon US Government Loans. (***) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method” in accordance with SEC Staff Accounting Bulletin No. 110. |
Cost of Sales (Tables)
Cost of Sales (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cost Of Sales Tables Abstract | |
Schedule of Cost of Sales | Year ended December 31 2020 2019 Salaries and related expenses 8,074 35,142 Share based compensation 5,402 14,531 Materials 16,692 69,390 Vehicle maintenance 2,063 8,455 Travel expenses 978 3,408 Transportation and storage 5,632 13,299 Other expenses 4,564 323 43,405 144,548 |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
Schedule of Research and Development Expenses | Year ended December 31 2020 2019 Salaries and related expenses 39,021 177,712 Share based compensation 91,190 75,998 Professional fees 130,592 178,854 Depreciation 29,319 20,544 Travel expenses 7,190 26,138 Vehicle maintenance 13,657 26,227 Rent and asset management - 10,582 Laboratory and Field tests 72,593 73,968 Other expenses 33,438 25,600 417,000 615,623 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
General And Administrative Expenses Tables Abstract | |
Schedule of General amd Administrative Expenses | Year ended December 31 2020 2019 Professional services 443,883 461,840 Share based compensation 416,996 283,910 Legal expenses 67,492 125,753 Insurance 63,380 54,367 Rent and office maintenance 11,135 38,080 Levies and tolls 28,477 8,601 Communications 1,679 1,910 Depreciation 13,914 2,133 Travel expenses 5,305 15,310 Other expenses 17,848 12,995 1,070,109 1,004,899 |
Financing Expenses, Net (Tables
Financing Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Financing Expenses Net | |
Schedule of Financing Expenses Net | Year ended December 31 2020 2019 Interest and amortization expenses 202,917 4,323 Currency exchange differences 34,037 28,266 Changes in fair value of convertible loans 27,208 - Bank charges and other finance expenses, net 6,231 10,819 270,393 43,408 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expenses | B. The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements: Year ended December 31 2020 2019 Pretax loss 1,593,139 1,971,417 Federal tax rate 21 % 21 % Income tax computed at the ordinary tax rate 334,559 413,998 Non-deductible expenses (63,565 ) (2,278 ) Stock-based compensation (109,772 ) (93,970 ) Tax in respect of differences in corporate tax rates 13,480 26,688 Losses and timing differences in respect of which no deferred taxes were generated (174,702 ) (344,438 ) - - |
Schedule of Deferred Tax Assets and Liabilities | C. Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company’s future tax assets are as follows: Year ended December 31 2020 2019 Composition of deferred tax assets: Provision for employee related obligation 31,627 29,353 Non capital loss carry forwards 2,350,367 2,171,821 Valuation allowance (2,381,994 ) (2,201,174 ) - - |
Loss Per Common Stock (Tables)
Loss Per Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | Year ended December 31 2020 2019 Number of shares Weighted average number of shares of Common Stock outstanding attributable to shareholders 1,519,122 1,424,045 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) 206,862 164,289 (*) The effect of the inclusion of option and convertible loans in 2020 and 2019 is anti-dilutive. |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Transactions and Balances with Related Parties | A. Transactions and balances with related parties Year ended December 31 2020 2019 General and administrative expenses: Directors compensation 380,756 295,088 Salaries and fees to officers 336,433 358,370 Consultants and other fees 52,331 - (*) 769,520 (*) 653,458 (*) share based compensation 394,756 272,077 Research and development expenses: Salaries and fees to officers 25,301 116,692 B. Balances with related parties and officers: Other accounts payables 424,515 199,983 |
General (Details Narrative)
General (Details Narrative) - USD ($) | Feb. 23, 2021 | Apr. 23, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 27, 2009 |
Equity ownership percentage | 98.94% | ||||
Reverse stock split | 15 to 1 reverse stock split | ||||
Cash | $ 242,900 | $ 290,815 | |||
Working capital | 290,062 | ||||
Accumulated deficit | $ (12,277,647) | $ (10,684,508) | |||
Subsequent Event [Member] | |||||
Reverse stock split | 7 to 1 reverse stock split |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 12 Months Ended | ||||
Dec. 31, 2020USD ($) | Dec. 31, 2020ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2020ILS (₪) | Dec. 31, 2019ILS (₪) | |
Restricted cash | $ 22,395 | $ 38,194 | |||
Allownace for doubtful accounts | 26,553 | 24,702 | |||
Impaiement expenses | |||||
Severance expenses | 7,419 | 24,000 | |||
Cumulative research and development grants received | 150,678 | ||||
Revenues | 232,274 | 175,823 | |||
Israeli Innovation Authority [Member] | |||||
Revenues | |||||
NIS [Member] | |||||
Restricted cash | ₪ | ₪ 72,000 | ₪ 132,000 | |||
Cumulative research and development grants received | ₪ | ₪ 484,429 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Property, Plant and Equipment Depreciation Rates (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Furniture and Office Equipment [Member] | Minimum [Member] | |
Rate of depreciation, percentage | 7.00% |
Furniture and Office Equipment [Member] | Maximum [Member] | |
Rate of depreciation, percentage | 15.00% |
Machines [Member] | Minimum [Member] | |
Rate of depreciation, percentage | 10.00% |
Machines [Member] | Maximum [Member] | |
Rate of depreciation, percentage | 15.00% |
Computers [Member] | |
Rate of depreciation, percentage | 33.00% |
Vehicles [Member] | |
Rate of depreciation, percentage | 15.00% |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Recurring Basis Financial Assets and Liabilities (Details) | Dec. 31, 2020USD ($) |
Fair Value of convertible component in convertible loan | $ 54,970 |
Total liabilities | 54,970 |
Level 1 [Member] | |
Fair Value of convertible component in convertible loan | |
Total liabilities | |
Level 2 [Member] | |
Fair Value of convertible component in convertible loan | |
Total liabilities | |
Level 3 [Member] | |
Fair Value of convertible component in convertible loan | 54,970 |
Total liabilities | $ 54,970 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Changes in Fair Value Liabilities (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Outstanding beginning balance | |
Fair value of issued level 3 liability | 27,762 |
Changes in fair value | 27,208 |
Outstanding ending balance | $ 54,970 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Other current assets | $ 65,579 | $ 15,300 |
Prepaid Expenses and Advances to Vendors [Member] | ||
Other current assets | 51,020 | 4,811 |
Receivables From Sale of Subsidiary [Member] | ||
Other current assets | 2,704 | |
Government Institutions [Member] | ||
Other current assets | $ 11,855 | $ 10,489 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation of property plant and equipment | $ 22,512 | $ 27,351 |
Purchase of property and equipment | $ 23,327 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property and equipment, gross | $ 231,276 | $ 235,144 |
Less - accumulated depreciation | (139,382) | (117,325) |
Less - Impairment of long lived assets | (36,700) | (36,700) |
Total property and equipment, net | 55,194 | 81,119 |
Computers [Member] | ||
Property and equipment, gross | 10,328 | 10,328 |
Furniture and Office Equipment [Member] | ||
Property and equipment, gross | 5,002 | 5,002 |
Machines [Member] | ||
Property and equipment, gross | 130,797 | 134,665 |
Vehicles [Member] | ||
Property and equipment, gross | $ 85,149 | $ 85,149 |
Other Accounts Liabilities - Sc
Other Accounts Liabilities - Schedule of Other Account Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Other accounts liabilities | $ 517,711 | $ 380,732 | |
Employees and Related Institutions [Member] | |||
Other accounts liabilities | 110,220 | 135,901 | |
Accrued Expenses [Member] | |||
Other accounts liabilities | 392,442 | 184,616 | |
Right of Use Liability Arising from Operating Lease [Member] | |||
Other accounts liabilities | 15,049 | 52,093 | |
Affiliated Company [Member] | |||
Other accounts liabilities | [1] | $ 8,122 | |
[1] | 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. |
Other Accounts Liabilities - _2
Other Accounts Liabilities - Schedule of Other Account Liabilities (Details) (Parenthetical) | Apr. 21, 2020USD ($) | Apr. 21, 2020CAD ($) | Apr. 02, 2019CAD ($) | Apr. 27, 2009 |
Ownership pecentage | 98.94% | |||
Savescann Solutions Inc [Member] | ||||
Ownership pecentage | 20.00% | |||
Proceeds from sale of investments | $ 7,000 | |||
Amount receivable on sale of investments | $ 2,704 | |||
Savescann Solutions Inc [Member] | Canadian Dollars [Member] | ||||
Investment amount | $ 10,000 | |||
Proceeds from sale of investments | $ 10,000 |
Convertible Loans (Details Narr
Convertible Loans (Details Narrative) | Jun. 24, 2020$ / sharesshares | Aug. 31, 2020shares | Jul. 31, 2020shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Jan. 31, 2021USD ($) | Oct. 30, 2020USD ($) | Oct. 23, 2020USD ($) | Sep. 21, 2020USD ($)$ / shares | Mar. 31, 2020USD ($) | Jan. 31, 2020USD ($) |
Common stock exercise price | $ / shares | $ 8.61 | ||||||||||
Compensation expenses | $ 492,619 | $ 438,670 | |||||||||
Share price per share | $ / shares | $ 6.3 | ||||||||||
Fair value of convertible debt | $ 54,970 | ||||||||||
Minimum [Member] | |||||||||||
Share price per share | $ / shares | $ 7.63 | ||||||||||
Risk Free Interest Rate [Member] | |||||||||||
Measurement input, percentage | 0.21 | ||||||||||
Volatility [Member] | |||||||||||
Measurement input, percentage | 51.96 | ||||||||||
Dividend Yields [Member] | |||||||||||
Measurement input, percentage | 0 | ||||||||||
Convertible Loan Agreements [Member] | |||||||||||
Principal amount | $ 379,000 | ||||||||||
Warrant exercise price per share | $ / shares | $ 8.40 | ||||||||||
Interest rate | 5.00% | ||||||||||
Conversion price per share | $ / shares | $ 8.40 | ||||||||||
Detachable warrants | $ 97,406 | $ 34,696 | |||||||||
Amortization expenses | $ 199,709 | $ 4,323 | |||||||||
Convertible Loan Agreements [Member] | Risk Free Interest Rate [Member] | |||||||||||
Measurement input, percentage | 1.6 | ||||||||||
Convertible Loan Agreements [Member] | Volatility [Member] | |||||||||||
Measurement input, percentage | 54 | ||||||||||
Convertible Loan Agreements [Member] | Dividend Yields [Member] | |||||||||||
Measurement input, percentage | 0 | ||||||||||
Convertible Loan Agreements [Member] | Expected Life [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 | 69,332 | 19,662 | 19,662 | ||||||||
Sale of stock price per unit | $ / shares | $ 7.63 | ||||||||||
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 $8.4 (the "Warrant"). | ||||||||||
Common stock exercise price | $ / shares | $ 8.4 | ||||||||||
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 | 67,369 | ||||||||||
Warrants to purchase common stock | shares | 67,369 | ||||||||||
2020 Convertible Loan Agreements [Member] | |||||||||||
Principal amount | $ 100,000 | $ 125,000 | |||||||||
Interest rate | 5.00% | ||||||||||
Conversion price per share | $ / shares | $ 7.63 | ||||||||||
Share price per share | $ / shares | $ 7.63 | ||||||||||
Mandatory conversion probability percentage | 70.00% | 70.00% | |||||||||
Optional conversion probability percentage | 30.00% | 30.00% | |||||||||
Fair value of convertible debt | $ 54,970 | $ 27,762 | $ 27,762 | ||||||||
Estimated fair value of debt instrument | 203,179 | ||||||||||
2020 Convertible Loan Agreements [Member] | Current Liabilities [Member] | |||||||||||
Estimated fair value of debt instrument | 56,250 | ||||||||||
2020 Convertible Loan Agreements [Member] | Long Term Liabilities [Member] | |||||||||||
Estimated fair value of debt instrument | $ 146,929 | ||||||||||
2020 Convertible Loan Agreements [Member] | Subsequent Event [Member] | |||||||||||
Principal amount | $ 274,000 | ||||||||||
Mandatory conversion probability percentage | 75.00% | ||||||||||
Optional conversion probability percentage | 25.00% |
Convertible Loans - Schedule of
Convertible Loans - Schedule of Weighted-average Assumptions Valuation Method (Details) | Dec. 31, 2020USD ($)$ / shares | Oct. 23, 2020USD ($)$ / shares | Sep. 21, 2020USD ($)$ / shares |
Dividend Yields [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |||
Fair value measurement of derivative instrument percentage | 0 | 0 | 0 |
Dividend Yields [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | |||
Fair value measurement of derivative instrument percentage | 0 | 0 | 0 |
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |||
Fair value measurement of derivative instrument percentage | 0.09 | 0.11 | 0.19 |
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Minimum [Member] | |||
Fair value measurement of derivative instrument percentage | 0.10 | 0.12 | 0.12 |
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Maximum [Member] | |||
Fair value measurement of derivative instrument percentage | 0.14 | 0.2 | 0.16 |
Expected Life [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |||
Fair value measurement of derivative instrument term | 50 months 1 day | 82 months 6 days | 93 months |
Volatility [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |||
Fair value measurement of derivative instrument percentage | 48.06 | 51.96 | 51.96 |
Volatility [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | |||
Fair value measurement of derivative instrument percentage | 48.06 | 51.96 | 51.96 |
Share Price [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |||
Fair value of derivative instrument price | $ 8.61 | $ 5.88 | $ 6.72 |
Share Price [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | |||
Fair value of derivative instrument price | 8.61 | 5.88 | 6.72 |
Exercise Price [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |||
Fair value of derivative instrument price | $ 7.63 | $ 7.63 | $ 7.63 |
Fair Value [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | |||
Fair value of derivative instrument | $ | $ 47,499 | $ 6,457 | $ 15,208 |
Fair Value [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | |||
Fair value of derivative instrument | $ | $ 77,381 | $ 15,167 | $ 26,824 |
Long-Term Loans from Banking _3
Long-Term Loans from Banking Institutions - Schedule of Composition of Long Term Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Long-term loans, interest rate | 2.10% | |
Long-term loans | $ 16,064 | $ 22,185 |
Less current maturities | (7,949) | (7,230) |
Long term from banking institution | $ 8,115 | $ 14,955 |
Long-Term Loans from Banking _4
Long-Term Loans from Banking Institutions - Schedule of Maturitites of Long Term Debt (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
First year | $ 7,949 | |
Second year | 8,115 | |
Long-term loans | $ 16,064 | $ 22,185 |
Commitment and Contingent Lia_2
Commitment and Contingent Liabilities (Details Narrative) | Sep. 22, 2020USD ($)$ / sharesshares | Aug. 09, 2020USD ($) | Aug. 09, 2020ILS (₪) | May 31, 2019USD ($) | May 31, 2019ILS (₪) | May 02, 2019USD ($) | May 02, 2019ILS (₪) | Nov. 05, 2017USD ($)shares | Sep. 01, 2017 | May 31, 2019ILS (₪) | Jan. 31, 2019USD ($) | Jan. 31, 2019ILS (₪) | Jun. 30, 2018USD ($) | Jun. 30, 2018ILS (₪) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020ILS (₪) |
Options issued to purchase shares of common stock | shares | 6,350 | ||||||||||||||||
Share price per share | $ / shares | $ 6.3 | ||||||||||||||||
Short-term Operating Lease Agreement [Member] | |||||||||||||||||
Agreement term, description | Short-term operating lease agreement ends at December 31, 2020 with an option to extend the agreement with additional year ended at December 31, 2021. | ||||||||||||||||
Annual rent expenses | $ 14,967 | $ 10,605 | |||||||||||||||
Office and related service fees | $ 1,400 | ||||||||||||||||
Lease Agreement [Member] | |||||||||||||||||
Office and related service fees | $ 3,450 | ||||||||||||||||
Lessor one-time payment amount | $ 3,100 | ||||||||||||||||
Lease term expiration date | Aug. 13, 2020 | Aug. 13, 2020 | Sep. 30, 2020 | ||||||||||||||
Lease rent amount | $ 7,200 | ||||||||||||||||
Issuance of common stock shares | shares | 720,000 | ||||||||||||||||
NIS [Member] | Short-term Operating Lease Agreement [Member] | |||||||||||||||||
Office and related service fees | ₪ | ₪ 5,000 | ||||||||||||||||
NIS [Member] | Lease Agreement [Member] | |||||||||||||||||
Office and related service fees | ₪ | ₪ 11,214 | ||||||||||||||||
Lessor one-time payment amount | ₪ | ₪ 10,000 | ||||||||||||||||
Israeli Innovation Authority [Member] | |||||||||||||||||
Royalty percentage, description | Save Foods Ltd. is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. Save Foods Ltd. was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA. | ||||||||||||||||
Contingent liabilities | $ 150,678 | ||||||||||||||||
Israeli Innovation Authority [Member] | NIS [Member] | |||||||||||||||||
Contingent liabilities | ₪ | ₪ 484,429 | ||||||||||||||||
Xeda International S.A [Member] | Save Foods Ltd [Member] | |||||||||||||||||
Legal fees | $ 13,000 | $ 46,000 | |||||||||||||||
Xeda International S.A [Member] | NIS [Member] | Save Foods Ltd [Member] | |||||||||||||||||
Legal fees | ₪ | ₪ 8,000 | ₪ 50,000 | ₪ 165,000 | ||||||||||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [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% | ||||||||||||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [Member] | Introduced Parties [Member] | Exceeds in Net Revenue [Member] | |||||||||||||||||
Aggregate amount of revenues | $ 500,000 | ||||||||||||||||
Options issued to purchase shares of common stock | shares | 7,143 | ||||||||||||||||
Common stock shares purchased | shares | 7,143 | ||||||||||||||||
Share price per share | $ / shares | $ 8.4 | ||||||||||||||||
Earthbound Technologies, LLC [Member] | Commission Agreement [Member] | Introduced Parties [Member] | Occurance of Additional Events in Agreement [Member] | |||||||||||||||||
Options issued to purchase shares of common stock | shares | 7,143 | ||||||||||||||||
Common stock shares purchased | shares | 7,143 | ||||||||||||||||
Share price per share | $ / shares | $ 8.4 | ||||||||||||||||
Safe-Pack Products Ltd [Member] | Distribution Agreement [Member] | |||||||||||||||||
Percentage of purchase quota | 3.00% |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Sep. 23, 2020 | Jul. 02, 2020 | Jun. 24, 2020 | May 09, 2019 | Dec. 31, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Aug. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 24, 2020 | Sep. 22, 2020 |
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Number of common stock shares issued, value | $ 350,000 | $ 840,693 | ||||||||||||||
Stock price | $ 8.61 | $ 8.61 | ||||||||||||||
Exercise of options, shares | 6,350 | |||||||||||||||
Proceeds from stock options exercised | $ 20,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Issuance of shares of common stock | 45,876 | 140,171 | ||||||||||||||
Number of common stock shares issued, value | $ 5 | $ 14 | ||||||||||||||
Conversion of convertible loans, shares | 67,369 | |||||||||||||||
Exercise of options, shares | 6,350 | |||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Sale of stock, value | $ 150,000 | $ 150,000 | ||||||||||||||
Sale of stock | 69,332 | 19,662 | 19,662 | |||||||||||||
Sale of stock, price | $ 7.63 | |||||||||||||||
Conversion of convertible loans, shares | 67,369 | |||||||||||||||
Stock price | $ 8.4 | |||||||||||||||
Securities Purchase Agreement [Member] | Medigus [Member] | ||||||||||||||||
Issuance of shares of common stock | 3,277 | |||||||||||||||
Sale of stock, value | $ 100,000 | |||||||||||||||
Sale of stock | 13,107 | |||||||||||||||
Stock price | $ 7.63 | |||||||||||||||
Securities Purchase Agreement [Member] | Medigus [Member] | Maximum [Member] | ||||||||||||||||
Additional investment amount | $ 25,000 | |||||||||||||||
Accredited Investors [Member] | ||||||||||||||||
Issuance of shares of common stock | 31,747 | 15,874 | 35,717 | 19,050 | ||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Number of common stock shares issued, value | $ 200,000 | $ 100,000 | $ 225,000 | $ 120,000 | ||||||||||||
Accredited Investors [Member] | Subscription Agreement [Member] | ||||||||||||||||
Issuance of shares of common stock | 11,905 | |||||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||
Number of common stock shares issued, value | $ 100,000 | |||||||||||||||
Warrants to purchase shares of common stock | 11,905 | |||||||||||||||
Warrant exercise price | $ 84 | |||||||||||||||
Accredited Investors One [Member] | ||||||||||||||||
Issuance of shares of common stock | 10,004 | 7,937 | ||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||||||||
Number of common stock shares issued, value | $ 84,034 | $ 50,000 | ||||||||||||||
Warrants to purchase shares of common stock | 10,004 | |||||||||||||||
Warrant exercise price | $ 84 | |||||||||||||||
Accredited Investors Two [Member] | ||||||||||||||||
Issuance of shares of common stock | 7,937 | |||||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||
Number of common stock shares issued, value | $ 66,666 | |||||||||||||||
Warrants to purchase shares of common stock | 7,937 | |||||||||||||||
Warrant exercise price | $ 84 | |||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Warrant exercise price | $ 8.40 | |||||||||||||||
Sale of stock, value | $ 100,000 | |||||||||||||||
Sale of stock | 13,107 | |||||||||||||||
Sale of stock, price | $ 7.63 | |||||||||||||||
Warrants description | 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 $8.40 for a period of 36 months following the issuance date. The shares of Common Stock were issued on July 2, 2020. | |||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||
Warrants to purchase shares of common stock | 28,572 | 28,572 | ||||||||||||||
Two Directors [Member] | 2018 Equity Incentive Plan [Member] | ||||||||||||||||
Exercise of options, shares | 6,350 | |||||||||||||||
Proceeds from stock options exercised | $ 20,000 | |||||||||||||||
Two Directors [Member] | 2018 Equity Incentive Plan [Member] | Common Stock [Member] | ||||||||||||||||
Issuance of shares of common stock | 6,350 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | Sep. 22, 2020 | Jul. 02, 2020 | Jan. 23, 2020 | Nov. 12, 2019 | Apr. 30, 2019 | Jan. 03, 2019 | Oct. 18, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options granted | [1] | 92,574 | 109,526 | ||||||||
Options exercisable shares of common stock | 97,351 | ||||||||||
Stock option issuance | 206,862 | 164,289 | 59,525 | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||
Stock price | $ 8.61 | ||||||||||
Aggregate intrinsic value | $ 1,084,465 | ||||||||||
Estimated fair value of non cash compensation granted | 453,976 | $ 440,848 | |||||||||
Share based compensation | $ 492,619 | 438,670 | |||||||||
Consultant [Member] | |||||||||||
Options vested to purchase of share | 2,858 | ||||||||||
Stock price | $ 6.3 | ||||||||||
Employees and Directors [Member] | |||||||||||
Share based compensation | $ 492,619 | $ 438,670 | |||||||||
Maximum [Member] | Employees and Directors [Member] | |||||||||||
Equity financing | $ 1,000,000 | ||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||
Options granted | 71,431 | 21,143 | 80,954 | 76,730 | |||||||
Options exercisable shares of common stock | 190,477 | ||||||||||
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. | The Company granted of 80,954 options under the 2018 Equity Incentive Plan of which 9,524 options are vested quarterly over three years commencing May 15, 2018, 35,715 options are vested 1/3 after a year commencing October 1, 2018 and the remaining 2/3 are vested quarterly over additional two years, 14,286 options are vested quarterly over three years commencing October 1, 2018 and 21,429 options are vested 1/3 after a year commencing January 1, 2019 and the remaining 2/3 are vested quarterly over additional two years | ||||||||
Vesting percentage | 12.50% | ||||||||||
Estimated fair value of options | $ 344,767 | ||||||||||
Increase in number of shares approved | 99,466 | ||||||||||
Shares issued under equity incentive plan | 289,942 | ||||||||||
2018 Equity Incentive Plan [Member] | Mr. Dan Sztubel [Member] | |||||||||||
Share based compensation description | The options shall vest quarterly over three years, commencing April 1, 2019, and shall be exercisable for an exercise price of $3.15 per share. In addition, the Board of Directors of the Company approved the issuance of 14,286 options to purchase 14,286 Company's Common Stock 0.0001 par value, to Mr. Dan Sztybel, subject to Save Foods Ltd's obtainment of certain EPA and FDA approvals by the end of the second quarter of 2020. | ||||||||||
Stock option issuance | 28,572 | ||||||||||
Option to purchase of common stock | 28,572 | ||||||||||
Common stock par value | $ 0.0001 | ||||||||||
Option exercise price | $ 3.15 | ||||||||||
2018 Equity Incentive Plan [Member] | Board of Directors [Member] | |||||||||||
Options granted | 45,239 | ||||||||||
Share based compensation description | Under the 2018 Equity Incentive Plan of which 28,572 options are vested quarterly over three years commencing January 3, 2019, 9,524 options are vested 1/3 after a year commencing January 3, 2019 and the remaining 2/3 are vested quarterly over additional two years. | ||||||||||
Stock option issuance | 14,286 | ||||||||||
Option to purchase of common stock | 14,286 | ||||||||||
Common stock par value | $ 0.0001 | ||||||||||
2018 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||
Options granted | 190,477 | ||||||||||
[1] | Options that were granted on January 3, 2019 with vesting that commences before December 31, 2018. |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Share-based Payment Arrangement [Abstract] | |||
Number of Options Outstanding, Beginning | 164,289 | 59,525 | |
Number of Options, Granted | [1] | 92,574 | 109,526 |
Number of Options, Exercised | (6,350) | ||
Number of Options, Forfeited | (29,365) | (4,762) | |
Number of Options, Expired | (14,286) | ||
Number of Options Outstanding, Ending | 206,862 | 164,289 | |
Number of Options Exercisable | 97,351 | ||
Weighted Average Exercise Price, Beginning | $ 3.15 | $ 3.15 | |
Weighted Average Exercise Price, Granted | 3.64 | 3.15 | |
Weighted Average Exercise Price, Exercised | 3.15 | ||
Weighted Average Exercise Price, Forfeited | 3.15 | 3.15 | |
Weighted Average Exercise Price, Expired | 3.15 | ||
Weighted Average Exercise Price, Ending | 3.15 | $ 3.15 | |
Weighted Average Exercise Price, Exercisable | $ 3.27 | ||
[1] | Options that were granted on January 3, 2019 with vesting that commences before December 31, 2018. |
Stock Options - Schedule of Fai
Stock Options - Schedule of Fair Value Measurement of Pricing Model (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Dividend yield | 0.00% | 0.00% | |
Expected volatility | [1] | 52.00% | 54.00% |
Risk-free interest rate | [2] | 0.23% | |
Expected term of options (years) | [3] | 5 years | 5 years |
Exercise price (US dollars) | $ 3.15 | ||
Share price (US dollars) | 6.3 | ||
Fair value (US dollars) | $ 4.19 | ||
Minimum [Member] | |||
Risk-free interest rate | [2] | 1.56% | |
Exercise price (US dollars) | $ 3.15 | ||
Share price (US dollars) | 7.63 | ||
Fair value (US dollars) | 4.83 | ||
Maximum [Member] | |||
Risk-free interest rate | [2] | 2.39% | |
Exercise price (US dollars) | 3.78 | ||
Fair value (US dollars) | $ 5.17 | ||
[1] | Due to the low trading volume of the Company's Common Stock, the expected volatility was based on the historical volatility of the share price of other public companies that operate in the same industry sector as the Company (agricultural chemical industry). | ||
[2] | The risk-free interest rate represented the risk-free rate of US$ zero-coupon US Government Loans. | ||
[3] | Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the "simplified method" in accordance with SEC Staff Accounting Bulletin No. 110. |
Cost of Sales (Details)
Cost of Sales (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cost of sales | $ 43,405 | $ 144,548 |
Salaries and Related Expenses [Member] | ||
Cost of sales | 8,074 | 35,142 |
Share Based Compensation [Member] | ||
Cost of sales | 5,402 | 14,531 |
Materials [Member] | ||
Cost of sales | 16,692 | 69,390 |
Vehicle Maintenance [Member] | ||
Cost of sales | 2,063 | 8,455 |
Travel Expenses [Member] | ||
Cost of sales | 978 | 3,408 |
Transportation and Storage [Member] | ||
Cost of sales | 5,632 | 13,299 |
Other Expenses [Member] | ||
Cost of sales | $ 4,564 | $ 323 |
Research and Development Expe_3
Research and Development Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Research and development expenses | $ 417,000 | $ 615,623 |
Salaries and Related Expenses [Member] | ||
Research and development expenses | 39,021 | 177,712 |
Share Based Compensation [Member] | ||
Research and development expenses | 91,190 | 75,998 |
Professional Fees [Member] | ||
Research and development expenses | 130,592 | 178,854 |
Depreciation [Member] | ||
Research and development expenses | 20,544 | 29,319 |
Travel Expenses [Member] | ||
Research and development expenses | 7,190 | 26,138 |
Vehicle Maintenance [Member] | ||
Research and development expenses | 13,657 | 26,227 |
Rent and asset management [Member] | ||
Research and development expenses | 10,582 | |
Laboratory and Field tests [Member] | ||
Research and development expenses | 72,593 | 73,968 |
Other Expenses [Member] | ||
Research and development expenses | $ 33,438 | $ 25,600 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
General and administrative expenses | $ 1,070,109 | $ 1,004,899 |
Professional Services [Member] | ||
General and administrative expenses | 443,883 | 461,840 |
Share Based Compensation [Member] | ||
General and administrative expenses | 416,996 | 283,910 |
Legal Expenses [Member] | ||
General and administrative expenses | 67,492 | 125,753 |
Insurance [Member] | ||
General and administrative expenses | 63,380 | 54,367 |
Rent and Office Maintenance [Member] | ||
General and administrative expenses | 11,135 | 38,080 |
Levies and Tolls [Member] | ||
General and administrative expenses | 28,477 | 8,601 |
Communications [Member] | ||
General and administrative expenses | 1,679 | 1,910 |
Depreciation [Member] | ||
General and administrative expenses | 13,914 | 2,133 |
Travel Expenses [Member] | ||
General and administrative expenses | 5,305 | 15,310 |
Other Expenses [Member] | ||
General and administrative expenses | $ 17,848 | $ 12,995 |
Financing Expenses, Net - Sched
Financing Expenses, Net - Schedule of Financing Expenses Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Financing Expenses Net | ||
Interest and amortization expenses | $ 202,917 | $ 4,323 |
Currency exchange differences | 34,037 | 28,266 |
Changes in fair value of convertible loans | 27,208 | |
Bank charges and other finance expenses, net | 6,231 | 10,819 |
Financing expenses, net | $ 270,393 | $ 43,408 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statutory income tax rate | 21.00% | 21.00% |
Income tax description | US resident companies are taxed on their worldwide income for corporate income tax purposes at a statutory rate of 21% this reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes | |
Minimum [Member] | ||
Carry forward losses | $ 1,264,000 | |
Maximum [Member] | ||
Carry forward losses | $ 9,412,000 |
Income Tax - Schedule of Income
Income Tax - Schedule of Income Tax Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Pretax loss | $ 1,593,139 | $ 1,971,417 |
Federal tax rate | 21.00% | 21.00% |
Income tax computed at the ordinary tax rate | $ 334,559 | $ 413,998 |
Non-deductible expenses | (63,565) | (2,278) |
Stock-based compensation | (109,772) | (93,970) |
Tax in respect of differences in corporate tax rates | 13,480 | 26,688 |
Losses and timing differences in respect of which no deferred taxes were generated | (174,702) | (344,438) |
Total Income tax expense |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Provision for employee related obligation | $ 31,627 | $ 29,353 |
Non capital loss carry forwards | 2,350,367 | 2,171,821 |
Valuation allowance | (2,381,994) | (2,201,174) |
Deferred tax assets |
Loss Per Common Stock - Schedul
Loss Per Common Stock - Schedule of Basic and Diluted Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Earnings Per Share [Abstract] | |||
Weighted average number of shares of Common Stock outstanding attributable to shareholders | 1,519,122 | 1,424,045 | |
Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share | [1] | 206,862 | 164,289 |
[1] | The effect of the inclusion of option and convertible loans in 2020 and 2019 is anti-dilutive. |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Nov. 05, 2020 | Oct. 10, 2018 |
Consulting Agreements [Member] | Amir Uziel Economic Consultants Ltd [Member] | ||
Monthly consultancy fee | $ 1,500 | |
Mr. David Palach [Member] | ||
Monthly retainer | $ 8,000 | |
Itzhak Shrem [Member] | ||
Monthly directors fee | $ 1,500 |
Related Parties - Schedule of T
Related Parties - Schedule of Transactions and Balances with Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
General and administrative expense | $ 1,070,109 | $ 1,004,899 |
Share based compensation | 492,619 | 438,670 |
Research and development expense | 417,000 | 615,623 |
Other accounts payables | 424,515 | 199,983 |
General and Administrative Expense [Member] | ||
General and administrative expense | 769,520 | 653,458 |
Share based compensation | 394,756 | 272,077 |
General and Administrative Expense [Member] | Directors' Compensation[Member] | ||
General and administrative expense | 380,756 | 295,088 |
General and Administrative Expense [Member] | Salaries and Fees to Officers [Member] | ||
General and administrative expense | 336,433 | 358,370 |
General and Administrative Expense [Member] | Consultants and Other Fees [Member] | ||
General and administrative expense | 52,331 | |
Research and Development Expense [Member] | Salaries and Fees to Officers [Member] | ||
Research and development expense | $ 25,301 | $ 116,692 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Feb. 23, 2021 | Apr. 23, 2019 | Jan. 31, 2021USD ($) | Oct. 30, 2020USD ($) | Sep. 21, 2020USD ($) |
Reverse stock split, description | 15 to 1 reverse stock split | ||||
2020 Convertible Loan Agreements [Member] | |||||
Debt instrument, aggregate principal amount | $ 100,000 | $ 125,000 | |||
Subsequent Event [Member] | |||||
Reverse stock split, ratio | 0.143 | ||||
Reverse stock split, description | 7 to 1 reverse stock split | ||||
Subsequent Event [Member] | 2020 Convertible Loan Agreements [Member] | |||||
Debt instrument, aggregate principal amount | $ 274,000 |