N2OFF (NITO) 10-Q 18 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 14, 2021
Cover [Abstract]
Entity Registrant Name	Save Foods Inc.
Entity Central Index Key	0001789192
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,673,642
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current Assets
Cash and cash equivalents	$ 370,072	$ 242,900
Restricted cash	21,596	22,395
Accounts receivable, net	158,502	147,941
Inventories	15,979	16,356
Other current assets	135,426	65,579
Total Current assets	701,575	495,171
Right of use asset arising from operating lease	10,631	14,700
Property and equipment, net	50,373	55,194
Funds in respect of employee rights upon retirement	118,209	122,584
Total assets	880,788	687,649
Current Liabilities
Short-term loan from banking institution	7,708	7,949
Current maturities of convertible loans	89,586	56,250
Accounts payable	240,591	203,323
Other accounts liabilities	566,091	517,711
Total current liabilities	903,976	785,233
Fair value of convertible component in convertible loans	505,774	54,970
Convertible loans	188,185	146,929
Long term from banking institution	5,881	8,115
Liability for employee rights upon retirement	152,220	157,855
Total liabilities	1,756,036	1,153,102
Stockholders' Deficit
Common stock of $0.0001 par value each ("Common Stock"): 495,000,000 shares authorized as of March 31, 2021 and December 31, 2020; issued and outstanding 1,606,765 shares as of March 31, 2021 and December 31, 2020.	161	161
Preferred stock of $0.0001 par value ("Preferred stock"): 5,000,000 shares authorized as of March 31, 2021 and December 31, 2020; issued and outstanding 0 shares as of March 31, 2021 and December 31, 2020.
Additional paid-in capital	11,951,190	11,867,585
Foreign currency translation adjustments	(26,275)	(26,275)
Accumulated deficit	(12,770,049)	(12,277,647)
Stockholders' Equity	(844,973)	(436,176)
Non-controlling interests	(30,275)	(29,277)
Total stockholders' deficit	(875,248)	(465,453)
Total liabilities and stockholders' deficit	$ 880,788	$ 687,649

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
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	1,606,765	1,606,765
Common stocks, shares outstanding	1,606,765	1,606,765
Preferred stocks, par value	$ 0.0001	$ 0.0001
Preferred stocks, shares authorized	5,000,000	5,000,000
Preferred stocks, shares issued	0	0
Preferred stocks, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenues from sales of products	$ 123,074	$ 63,566
Cost of sales	(2,933)	(20,775)
Gross profit	120,141	42,791
Research and development expenses	(69,791)	(157,636)
Selling and marketing expenses	(44,258)	(28,937)
General and administrative expenses	(252,971)	(218,079)
Operating loss	(246,879)	(361,861)
Financing expenses, net	(247,416)	(7,202)
Net loss	(494,295)	(369,063)
Less: net loss attributable to non-controlling interests	1,893	3,416
Net loss attributable to the Company	$ (492,402)	$ (365,647)
Loss per share (basic and diluted)	$ (0.31)	$ (0.25)
Basic and diluted weighted average number of shares of Common Stock outstanding	1,606,765	1,458,598

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit [Member]	Total Company's Stockholders' Equity [Member]	Non-controlling Interests [Member]	Total
Beginning balance at Dec. 31, 2019	$ 146	$ 10,329,571	$ (26,275)	$ (10,684,508)	$ (381,066)	$ (21,053)	$ (402,119)
Beginning balance, shares at Dec. 31, 2019	1,458,598
Value of warrant issued in convertible loans		34,696			34,696		34,696
Stock based compensation		35,028			35,028	375	35,403
Comprehensive loss				(365,647)	(365,647)	(3,416)	(369,063)
Ending balance at Mar. 31, 2020	$ 146	10,399,295	(26,275)	(11,050,155)	(676,989)	(24,094)	(701,083)
Ending balance, shares at Mar. 31, 2020	1,458,598
Beginning balance at Dec. 31, 2020	$ 161	11,867,585	(26,275)	(12,277,647)	(436,176)	(29,277)	(465,453)
Beginning balance, shares at Dec. 31, 2020	1,606,765
Stock based compensation		83,605			83,605	895	84,500
Comprehensive loss				(492,402)	(492,402)	(1,893)	(494,295)
Ending balance at Mar. 31, 2021	$ 161	$ 11,951,190	$ (26,275)	$ (12,770,049)	$ (844,973)	$ (30,275)	$ (875,248)
Ending balance, shares at Mar. 31, 2021	1,606,765

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the period	$ (494,295)	$ (369,063)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation and amortization	8,890	19,084
Increase (decrease) in liability for employee rights upon retirement	(5,635)	266
Stock based compensation	84,500	35,403
Expenses on convertible loans	251,396	17,325
Decrease (increase) in accounts receivable	(10,561)	64,003
Decrease in inventory	377	5,035
Increase in other current assets	(5,167)	(10,859)
Increase (decrease) in accounts payable	37,268	(16,719)
Increase in other accounts payable	51,859	21,889
Net cash used in operating activities	(81,368)	(233,636)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in funds in respect of employee rights upon retirement	4,375	84
Net cash provided by investing activities	4,375	84
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from secured promissory notes	274,000	135,000
Repayments of right to use asset arising from operating lease	(3,180)	(10,473)
Repayments of long-term banking institutes	(1,975)	(1,787)
Increase in prepaid issuance expenses	(64,680)
Net cash provided by financing activities	204,165	122,740
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	127,172	(110,812)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	242,900	290,815
CASH AND CASH EQUIVALENTS AT END OF PERIOD	370,072	180,003
Non cash transactions:
Issuance of warrants in convertible loans		$ 34,696

General

General	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General	NOTE 1 - GENERAL Save Foods, Inc. (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware. On April 27, 2009, the Company acquired from its stockholders 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. Through May 13, 2021, the Company’s common stock was quoted on the OTC, Pink Tier, under the symbol “SAFO.” On May 18, 2021, the Company closed an underwritten public offering of 1,090,909 shares of Common Stock of the Company at a price to the public of $11.00 per share. The gross proceeds to the Company from this offering are expected to be approximately $12,000,000, before deducting underwriting discounts, commissions and other offering expenses, and excluding the exercise of the over-allotment option, if any by the underwriter. The Company has granted the underwriter a 45-day option to purchase up to 163,636 additional shares of Common Stock of the Company to cover over-allotments, if any, at the public offering price, less the underwriting discounts and commissions. All of the shares of common stock are being offered by the Company. In addition, the Company agreed to issue to the underwriter as compensation warrants to purchase up to 54,545 shares of Common Stock (5% of the aggregate number of shares of Common Stock sold in this offering exclusive of the over-allotment option, or the underwriter’s warrants). The underwriter’s warrants will be exercisable at a per share exercise price equal to 125% of the public offering price per share in this offering (excluding the over-allotment option). The underwriter’s warrants are exercisable at any time and from time to time, in whole or in part, during the four and one half year period commencing 180 days from the effective date of the registration statement of which this prospectus is a part. The Company has received approval to list its Common Stock on the Nasdaq Capital Market under the symbol “SVFD” and began trading on May 14, 2021. Reverse Stock Split 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 were 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies and Basis of Presentation	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies and Basis of Presentation	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the for three-months ended March 31, 2021. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2021. The preparation of financial statements in conformity with U.S. GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its majority-owned subsidiary. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to share based compensation and convertible loans. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 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”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new guidance, but does not expect it to have a material impact on its financial statements.

Convertible Loans

Convertible Loans	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Convertible Loans	NOTE 3 – CONVERTIBLE LOANS On September 21, 2020, the Company entered into a series of additional convertible loan agreements (each, a “September 2020 CLA”) with certain lenders (the “September 2020 Lenders”) to sell convertible promissory notes with an aggregate principal amount of $125,000 (each a “September 2020 Note”). The outstanding loan amount under the September 2020 CLA will mature on the earlier of (i) the third anniversary of each September 2020 CLA or (ii) a deemed liquidation event (as defined therein), and the September 2020 Lenders may convert all or any portion of the September 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 September 2020 Notes will bear interest at a rate of 5% per annum. The loan amount represented by the September 2020 Notes will be repaid to the September 2020 Lenders according to the following schedule: (i) the principal amount represented by the September 2020 Notes will be repaid in four bi-annual installments, commencing on the first anniversary following the closing of each September 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 convertible loan agreements with additional lenders to sell notes with an aggregate principal amount of $100,000, pursuant to the same terms a set in the September 2020 CLAs. During January 2021, the Company entered into a series of additional convertible loan agreements with additional lenders to sell notes with an aggregate principal amount of $274,000, pursuant to the same terms a set in the September 2020 CLAs. As part of the convertible loan agreements, the Company entered into a registration rights agreement with each of the lenders, whereby each lender received piggyback registration rights for the shares issuable upon conversion of the notes to shares of Common Stock. The loans are convertible into Common Stock upon (i) a completion of underwritten public offering (“Mandatory Conversion”), whereby the outstanding loan amount is converted at a share price as shall be determined in the offering, or (ii) at the lender’s discretion (“Optional Conversion”), whereby the outstanding loan amount is converted 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 December 31, 2020, 75% probability for the Mandatory Conversion and 25% probability for the Optional Conversion and as of March 31, 2021, 85% probability for the Mandatory Conversion and 15% 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: December 31, 2020 March 31, 2021 Dividend yield 0 0 Risk-free interest rate 0.09 % 0.05 % Expected term (years) 0.417 0.167 Volatility 48.06 % 48.06 % Share price 8.61 15 Exercise price 7.63 7.63 Fair value 47,499 224,345 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: December 31, 2020 March 31, 2021 Dividend yield 0 0 Risk-free interest rate 0.10-0.14 % 0.05-0.17 % Volatility 48.06 % 48.06 % Share price 8.61 15 Fair value 77,381 258,114 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 December 31, 2020, which was $54,970 and as of March 31, 2021, which was $229,411. 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 $209,631 as of March 31, 2021 of which $59,566 is presented under current liabilities and $150,065 is presented under long term liabilities. 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 January 19, 2021, 75% probability for the Mandatory Conversion and 25% probability for the Optional Conversion and as of March 31, 2021, 85% probability for the Mandatory Conversion and 15% 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: January 19, 2021 March 31, 2021 Dividend yield 0 0 Risk-free interest rate 0.11 % 0.05 % Expected term (years) 0.36 0.167 Volatility 48.06 % 48.06 % Share price 13.23 15 Exercise price 7.63 7.63 Fair value 205,884 269,366 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: January 19, 2021 March 31, 2021 Dividend yield 0 0 Risk-free interest rate 0.10-0.2 % 0.06-0.22 % Volatility 48.06 % 48.06 % Share price 13.23 15 Fair value 225,024 316,010 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 $218,169 and as of March 31, 2021 was $276,363. 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 $68,140 as of March 31, 2021 of which $30,020 is presented under current liabilities and $38,120 is presented under long term liabilities. On May 11, 2021 and May 12, 2021, the Company issued an aggregate of 66,877 shares of Common Stock following the conversion of the entire balance of the convertible promissory notes in the aggregate principal amount of $499,000 and of aggregated accrued interest amount of $11,211, at a conversion price of $7.63 per share.

Stock Options

Stock Options	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Stock Options	NOTE 4 – STOCK OPTIONS The following table presents the Company’s stock option activity for employees and directors of the Company for the three months ended March 31, 2021: Number of Options Weighted Average Exercise Price Outstanding at December 31,2020 206,862 3.37 Granted - - Exercised - - Forfeited or expired - - Outstanding at March 31,2021 206,862 3.37 Number of options exercisable at March 31, 2021 118,447 3.29 The aggregate intrinsic value of the awards outstanding as of March 31, 2021 is $2,406,313. These amounts represent the total intrinsic value, based on the Company’s stock price of $ 15 as of March 31, 2021, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date. Costs incurred in respect of stock-based compensation for employees and directors, for the three months ended March 31, 2021 and 2020 were $84,500 and $35,403, respectively

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Parties	NOTE 5 – RELATED PARTIES A. Transactions and balances with related parties Three months ended March 31 2021 2020 General and administrative expenses: Directors compensation (*) 63,402 52,002 Salaries and fees to officers (*) 106,161 78,003 169,563 130,005 (*) share based compensation 57,440 39,054 Research and development expenses: Salaries and fees to officers - 25,272 (*) share based compensation - - B. Balances with related parties and officers: As of March 31, 2021 2020 Other accounts payables 485,611 227,309

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 6 – SUBSEQUENT EVENTS The Company has received approval to list its common stock on the Nasdaq Capital Market under the symbol “SVFD” and began trading on May 14, 2021 – see note 1 above. On May 11, 2021 and May 12, 2021, the Company issued an aggregate of 66,877 shares of Common Stock following the conversion of the entire balance of the convertible promissory notes - see note 3 above.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the for three-months ended March 31, 2021. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2021. The preparation of financial statements in conformity with U.S. GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its majority-owned subsidiary. All inter-company balances and transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to share based compensation and convertible loans.
New Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 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”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new guidance, but does not expect it to have a material impact on its financial statements.

Convertible Loans (Tables)

Convertible Loans (Tables) - Warrant [Member]	3 Months Ended
	Mar. 31, 2021
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: December 31, 2020 March 31, 2021 Dividend yield 0 0 Risk-free interest rate 0.09 % 0.05 % Expected term (years) 0.417 0.167 Volatility 48.06 % 48.06 % Share price 8.61 15 Exercise price 7.63 7.63 Fair value 47,499 224,345 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: January 19, 2021 March 31, 2021 Dividend yield 0 0 Risk-free interest rate 0.11 % 0.05 % Expected term (years) 0.36 0.167 Volatility 48.06 % 48.06 % Share price 13.23 15 Exercise price 7.63 7.63 Fair value 205,884 269,366
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: December 31, 2020 March 31, 2021 Dividend yield 0 0 Risk-free interest rate 0.10-0.14 % 0.05-0.17 % Volatility 48.06 % 48.06 % Share price 8.61 15 Fair value 77,381 258,114 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: January 19, 2021 March 31, 2021 Dividend yield 0 0 Risk-free interest rate 0.10-0.2 % 0.06-0.22 % Volatility 48.06 % 48.06 % Share price 13.23 15 Fair value 225,024 316,010

Stock Options (Tables)

Stock Options (Tables)	3 Months Ended
	Mar. 31, 2021
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 three months ended March 31, 2021: Number of Options Weighted Average Exercise Price Outstanding at December 31,2020 206,862 3.37 Granted - - Exercised - - Forfeited or expired - - Outstanding at March 31,2021 206,862 3.37 Number of options exercisable at March 31, 2021 118,447 3.29

Related Parties (Tables)

Related Parties (Tables)	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Schedule of Transactions and Balances with Related Parties	A. Transactions and balances with related parties Three months ended March 31 2021 2020 General and administrative expenses: Directors compensation (*) 63,402 52,002 Salaries and fees to officers (*) 106,161 78,003 169,563 130,005 (*) share based compensation 57,440 39,054 Research and development expenses: Salaries and fees to officers - 25,272 (*) share based compensation - - B. Balances with related parties and officers: As of March 31, 2021 2020 Other accounts payables 485,611 227,309

General (Details Narrative)

General (Details Narrative) - USD ($)	May 18, 2021	Feb. 23, 2021	Mar. 31, 2021	Apr. 27, 2009
Equity ownership percentage				98.94%
Share issued price per share			$ 15
Reverse stock split		7 to 1 reverse stock split
Subsequent Event [Member]
Number of common stock issued	1,090,909
Share issued price per share	$ 11
Proceeds from issuance of offerings	$ 12,000,000
Option to purchase common stock	163,636
Warrants to purchase common stock	54,545
Warrant description	In addition, the Company agreed to issue to the underwriter as compensation warrants to purchase up to 54,545 shares of Common Stock (5% of the aggregate number of shares of Common Stock sold in this offering exclusive of the over-allotment option, or the underwriter's warrants). The underwriter's warrants will be exercisable at a per share exercise price equal to 125% of the public offering price per share in this offering (excluding the over-allotment option). The underwriter's warrants are exercisable at any time and from time to time, in whole or in part, during the four and one half year period commencing 180 days from the effective date of the registration statement of which this prospectus is a part.

Convertible Loans (Details Narr

Convertible Loans (Details Narrative) - USD ($)	May 12, 2021	May 11, 2021	Mar. 31, 2021	Jan. 31, 2021	Jan. 19, 2021	Dec. 31, 2020	Oct. 30, 2020	Sep. 21, 2020
Fair value of convertible debt			$ 505,774			$ 54,970
Subsequent Event [Member]
Debt convertible conversion shares	66,877	66,877
September 2020 Convertible Loan Agreements [Member]
Face amount				$ 274,000			$ 100,000	$ 125,000
Conversion price per share								$ 7.63
Interest rate								5.00%
Share price per share								$ 7.63
Mandatory conversion probability percentage					75.00%	75.00%
Optional conversion probability percentage					25.00%	25.00%
Fair value of convertible debt						$ 54,970
Value of convertible debt						$ 218,169
2021 Convertible Loan Agreements [Member]
Mandatory conversion probability percentage			85.00%
Optional conversion probability percentage			15.00%
Fair value of convertible debt			$ 229,411
Estimated fair value of debt instrument			209,631
Value of convertible debt			276,363
Proceeds from fair value of debt			68,140
2021 Convertible Loan Agreements [Member] | Current Liabilities [Member]
Fair value of derivative instrument			59,566
Value of convertible debt			30,020
2021 Convertible Loan Agreements [Member] | Long Term Liabilities [Member]
Fair value of derivative instrument			150,065
Value of convertible debt			$ 38,120
2021 Convertible Loan Agreements [Member] | Subsequent Event [Member]
Conversion price per share	$ 7.63	$ 7.63
Debt convertible conversion shares	66,877	66,877
Debt principal amount	$ 499,000	$ 499,000
Debt accrued interest	$ 11,211	$ 11,211
2021 Convertible Loan Agreements [Member] | Third Party [Member]
Mandatory conversion probability percentage			85.00%
Optional conversion probability percentage			15.00%

Convertible Loans - Schedule of

Convertible Loans - Schedule of Weighted-average Assumptions Valuation Method (Details)	Mar. 31, 2021USD ($)$ / shares	Jan. 19, 2021USD ($)$ / shares	Dec. 31, 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, Black-Scholes Option Pricing Model [Member] | Mandatory Conversion[Member]
Fair value measurement of derivative instrument percentage	0
Dividend Yields [Member] | Valuation Technique, Binomial Option Pricing Model [Member]
Fair value measurement of derivative instrument percentage	0	0	0
Dividend Yields [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | Mandatory Conversion[Member]
Fair value measurement of derivative instrument percentage	0
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member]
Fair value measurement of derivative instrument percentage	0.05	0.11	0.09
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Mandatory Conversion[Member]
Fair value measurement of derivative instrument percentage	0.05
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Minimum [Member]
Fair value measurement of derivative instrument percentage	0.05	0.10	0.10
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Minimum [Member] | Mandatory Conversion[Member]
Fair value measurement of derivative instrument percentage	0.06
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Maximum [Member]
Fair value measurement of derivative instrument percentage	0.17	0.2	0.14
Risk Free Interest Rate [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Maximum [Member] | Mandatory Conversion[Member]
Fair value measurement of derivative instrument percentage	0.22
Expected Life [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member]
Fair value measurement of derivative instrument term	20 months 2 days	4 months 9 days	50 months 1 day
Expected Life [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Mandatory Conversion[Member]
Fair value measurement of derivative instrument term	20 months 2 days
Volatility [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member]
Fair value measurement of derivative instrument percentage	48.06	48.06	48.06
Volatility [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Mandatory Conversion[Member]
Fair value measurement of derivative instrument percentage	48.06
Volatility [Member] | Valuation Technique, Binomial Option Pricing Model [Member]
Fair value measurement of derivative instrument percentage	48.06	48.06	48.06
Volatility [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | Mandatory Conversion[Member]
Fair value measurement of derivative instrument percentage	48.06
Share Price [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member]
Fair value of derivative instrument price	$ 15	$ 13.23	$ 8.61
Share Price [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Mandatory Conversion[Member]
Fair value of derivative instrument price	15
Share Price [Member] | Valuation Technique, Binomial Option Pricing Model [Member]
Fair value of derivative instrument price	15	13.23	8.61
Share Price [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | Mandatory Conversion[Member]
Fair value of derivative instrument price	15
Exercise Price [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member]
Fair value of derivative instrument price	7.63	$ 7.63	$ 7.63
Exercise Price [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Mandatory Conversion[Member]
Fair value of derivative instrument price	$ 7.63
Fair Value [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member]
Fair value of derivative instrument | $	$ 224,345	$ 205,884	$ 47,499
Fair Value [Member] | Valuation Technique, Black-Scholes Option Pricing Model [Member] | Mandatory Conversion[Member]
Fair value of derivative instrument | $	269,366
Fair Value [Member] | Valuation Technique, Binomial Option Pricing Model [Member]
Fair value of derivative instrument | $	258,114	$ 225,024	$ 77,381
Fair Value [Member] | Valuation Technique, Binomial Option Pricing Model [Member] | Mandatory Conversion[Member]
Fair value of derivative instrument | $	$ 316,010

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Aggregate intrinsic value	$ 2,406,313
Stock price	$ 15
Share based compensation	$ 84,500	$ 35,403

Stock Options - Schedule of Sto

Stock Options - Schedule of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Share-based Payment Arrangement [Abstract]
Number of Options Outstanding, Beginning | shares	206,862
Number of Options, Granted | shares
Number of Options, Exercised | shares
Number of Options, Forfeited or Expired | shares
Number of Options Outstanding, Ending | shares	206,862
Number of Options Exercisable | shares	118,447
Weighted Average Exercise Price, Beginning | $ / shares	$ 3.37
Weighted Average Exercise Price, Granted | $ / shares
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Forfeited or Expired | $ / shares
Weighted Average Exercise Price, Ending | $ / shares	3.37
Weighted Average Exercise Price, Exercisable | $ / shares	$ 3.29

Related Parties - Schedule of T

Related Parties - Schedule of Transactions and Balances with Related Parties (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
General and administrative expense	$ 252,971	$ 218,079
Share based compensation	84,500	35,403
Research and development expense	69,791	157,636
Other accounts payables	485,611	227,309
General and Administrative Expense [Member]
General and administrative expense	169,563	130,005
Share based compensation	57,440	39,054
General and Administrative Expense [Member] | Directors' Compensation[Member]
General and administrative expense	63,402	52,002
General and Administrative Expense [Member] | Salaries and Fees to Officers [Member]
General and administrative expense	106,161	78,003
Research and Development Expense [Member] | Salaries and Fees to Officers [Member]
Share based compensation
Research and development expense		$ 25,272

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - shares	May 12, 2021	May 11, 2021
Subsequent Event [Member]
Debt convertible conversion shares	66,877	66,877