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 |