Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | IR-Med, Inc. |
Entity Central Index Key | 0001839133 |
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 ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets | |||
Cash and cash equivalents | $ 1,866 | $ 235 | |
Accounts receivable | 218 | 13 | |
Total current assets | 2,084 | 248 | |
Non-current assets | |||
Property and equipment, net | 6 | 7 | |
Total non-current assets | 6 | 7 | |
Total assets | 2,090 | 255 | |
Current liabilities | |||
Trade and other payables | 523 | 189 | |
Total current liabilities | 523 | 189 | |
Non-current liabilities | |||
Stockholders' loans | 166 | 147 | |
Total non-current liabilities | 166 | 147 | |
Total liabilities | 689 | 336 | |
Contingent Liabilities and Commitments | |||
Stockholders' equity (deficit) | |||
Common Stock, par value $0.001 per share, 250,000,000 shares authorized: 53,586,023 and 30,185,183 issued and outstanding as of December 31, 2020 and 2019, respectively | 54 | 29 | [1] |
Capital reserve | 24 | 24 | |
Additional paid-in capital | 2,803 | 594 | [1] |
Accumulated deficit | (1,480) | (728) | |
Total Stockholders' equity (deficit) | 1,401 | (81) | |
Total liabilities and stockholders' equity (deficit) | $ 2,090 | $ 255 | |
[1] | Share capital was retroactively adjusted using the exchange ratio established pursuant to the Stock Exchange Agreement to reflect the capital of the legal entity (the Parent Company), see also Note 10A. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 53,586,023 | 30,185,183 |
Common stock, shares outstanding | 53,586,023 | 30,185,183 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | |||
Research and development expenses | $ 409 | $ 61 | |
General and administrative expenses | 321 | 150 | |
Total operating loss | 730 | 211 | |
Financial expenses | 22 | 37 | |
Loss for the year | $ 752 | $ 248 | |
Loss per share | |||
Basic and dilutive loss per common stock (in dollars) | $ (0.02) | $ (0.01) | [1] |
[1] | Share capital was retroactively adjusted using the exchange ratio established pursuant to the Stock Exchange Agreement to reflect the capital of the legal entity (the Parent Company), see also Note 10A. |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock [Member] | Capital Reserve [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | |||
Balance at Dec. 31, 2018 | $ 29 | [1] | $ 4 | $ 248 | [1] | $ (480) | $ (199) | |
Balance, shares at Dec. 31, 2018 | [1] | 28,896,912 | ||||||
Effect of early adoption of ASU 2018-07 | [2] | 14 | 14 | |||||
Issuance of common stock, net | [3] | 300 | 300 | |||||
Issuance of common stock, net, shares | [1] | 1,288,271 | ||||||
Capital reserve for transaction with related parties | 20 | 20 | ||||||
Liability reclassified to equity (see note 9A) | 32 | 32 | ||||||
Loss for the year | (248) | 248 | ||||||
Balance at Dec. 31, 2019 | $ 29 | [1] | 24 | 594 | [1] | (728) | (81) | |
Balance, shares at Dec. 31, 2019 | [1] | 30,185,183 | ||||||
Issuance of common stock, net | $ 1 | 80 | 81 | |||||
Issuance of common stock, net, shares | 343,536 | |||||||
Exercise of warrants | $ 1 | 73 | 74 | |||||
Exercise of warrants, shares | 515,226 | |||||||
Private placement of common stock and warrants, net | $ 23 | 2,056 | 2,079 | |||||
Private placement of common stock and warrants, net, shares | 22,542,078 | |||||||
Loss for the year | (752) | 752 | ||||||
Balance at Dec. 31, 2020 | $ 54 | $ 24 | $ 2,803 | $ (1,480) | $ 1,401 | |||
Balance, shares at Dec. 31, 2020 | 53,586,023 | |||||||
[1] | Adjusted to reflect the share capital of the combined entity, see also Note 10A. | |||||||
[2] | See Note 2(J) and Note 9 for the adoption of ASU 2018-07 | |||||||
[3] | Represents an amount less than US$ 1 thousand. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Loss for the year | $ 752 | $ 248 |
Adjustments to reconcile loss for the year to net cash used in operating activities: | ||
Depreciation | 1 | 2 |
Compensation related to warrants issued to service providers | 25 | |
Capital reserve from transaction with related parties | 20 | |
Increase in accrued interest and exchange rates on Stockholders' loans | 20 | 37 |
Increase in accounts receivable | (16) | (7) |
Increase in trade and other payables | 320 | 124 |
Net cash used in operating activities | (402) | (72) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock, net | 81 | 300 |
Proceeds from private placement of common stock and warrants, net | 1,955 | |
Net cash provided by financing activities | 2,036 | 300 |
Effect of exchange rate changes on cash | (3) | (5) |
Net increase in cash and cash equivalents | 1,631 | 223 |
Cash and cash equivalents as at the beginning of the year | 235 | 12 |
Cash and cash equivalents as at the end of the year | 1,866 | 235 |
Non-cash financing Activities: | ||
Increase in other receivable from shares issuance | $ 189 |
General
General | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note 1 - General A. Description of Business IR-Med, Inc. (OTC Pink: IRME, hereinafter: the “Parent Company”) was incorporated in Nevada in 2007 and is a holding company. IR-Med Inc. was previously named International Display Advertising Inc. and changed its name to IR-Med Inc. in January 2021. On December 24, 2020 IR-Med Inc. entered into a stock exchange agreement (hereinafter: the “Stock Exchange Agreement” or the “Reverse Acquisition”) with an Israeli company, IR. Med Ltd. (hereinafter: the “Company” or the “Subsidiary”) which was founded in May 2013. The Parent Company and its Subsidiary are referred in these consolidated financial statements as the “Group”. According to the Stock Exchange Agreement, IR. Med Ltd. became a wholly owned subsidiary of IR-Med, Inc. pursuant to a share exchange transaction among IR Med, Inc., IR. Med Ltd. and the former shareholders of IR. Med Ltd. For further information on the Reverse Acquisition. See also Note 3 - Reverse Acquisition. The registered office of IR-Med, Inc. and the corporate headquarters and research facility of IR. Med Ltd. are located in Rosh Pina, Israel. IR-Med, Inc. and its consolidated Subsidiary, IR. Med Ltd. is an innovative development stage medical device company focused on leveraging Infra-Red (IR) and Artificial Intelligence (AI) technologies to provide solutions to currently unmet medical needs. The Company’s current products in development are non-invasive and designed to address the medical needs of large and growing patient populations by improving the efficacy and safety of treatment, reducing the widespread reliance on antibiotics and offering more accurate diagnosis and optimizing the delivery of medical services. B. The Company is in its development stage and does not expect to generate significant revenue until such time as the Company shall have completed the design and development of its initial product candidate and obtained the requisite approvals to market the product. During the year ended December 31, 2020, the Company has incurred losses of US$ 752 thousand and had a negative cash flow from operating activities of US$ 402 thousand. The accumulated deficit as of December 31, 2020 is US$ 1,480 thousand. Management’s plans regarding these matters include continued development and marketing of its products, as well as seeking additional financing arrangements. Although management continues to pursue these plans, there is no assurance that the Company will be successful in raising the needed capital from revenues or financing on commercially acceptable terms. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Between January 2021 and April 2021, the Company raised additional gross proceeds of approximately $3,525 thousand from the 2020 Private Placement. C. In March 2020, the World Health Organization declared the coronavirus (COVID-19) outbreak a global pandemic. To date, the impact of the pandemic on the Company’s operations has been mainly limited to a temporary office closure in the context of a government-mandated general lockdown that had no significant impact on the Company’s operations. Based on the information in its possession, the Company estimates that as of the date of approval of the financial statements, the Covid-19 pandemic is not expected to affect the Company’s operations. However, the Company is unable to assess with certainty the extent of future impact, in part due to the uncertainty regarding the duration of the Covid-19 pandemic, its force and its effects on the markets in which the Company operates and additional measures that the government may adopt. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies A. Basis of Presentation The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) B. Functional Currency The Group finances its operations in U.S. dollars. While the majority of the Group’s operations are currently conducted in Israel, a significant part of the Group’s expenses is denominated and determined in U.S. dollars. The Group’s management believes that the U.S. Dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Group is the U.S. Dollar. The Group’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-Dollar transactions and balances have been re-measured to U.S. Dollars in accordance with Accounting Standards Codification (ASC) 830, “Foreign Currency Matters”, of the Financial Accounting Standards Board (“FASB”). All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies 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 Parent Company and its wholly owned Subsidiary, IR. Med Ltd. Intercompany transactions and balances have been eliminated in consolidation. D. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. E. Cash and Cash Equivalents The Group considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at their carrying values, which approximates their fair values. F. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Maintenance and repair expenses are charged to operation as incurred. Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets and commences once the assets are ready for their intended use. The cost of property and equipment include expenditure that is attributable to the acquisition of the assets. Annual rates at depreciation are as follows: % Computers and software 10-33 Furniture and equipment 15 G. Research and Development Expenses Research and development expenses are expensed as incurred. Those expenses include payments to third party consultants, expenses related to conducting clinical and pre-clinical trials, patents, salaries and related personnel expenses and travel expenses. H. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivables, trade and other accounts payable and stockholders’ loans do not significantly vary from their fair values. Amounts from related parties approximate fair value because of their short-term nature. Fair value for the measurement of financial assets and liabilities is defined as 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Group utilizes a valuation hierarchy for disclosure of the inputs for fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: ● Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are quoted prices for identical or similar assets or liabilities in less active markets or model derived valuations in which significant inputs are observable for the asset or liability, either directly or indirectly through market corroboration. ● Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. By distinguishing between inputs that are observable in the marketplace, and therefore more objective, and those that are unobservable and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measurements. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. I. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. J. Accounting for Share-Based Compensation Until December 31, 2018, the Company accounted for equity-based compensation to non-employees in accordance with ASC 505-50, Equity – Equity-based Payments to Non-employees (“ASC 505-50”), with respect to warrants issued to non-employees. All transactions with nonemployees in which goods or services are received in exchange for equity-based instruments are accounted for based on the fair value of the consideration received or the fair value of the equity-based instruments issued, whichever is more reliably measurable. In June 2018, the FASB issued ASU 2018-07 “Improvement to Nonemployee Share-Based Payments Accounting.” This guidance simplifies the accounting for non-employee share-based payment transactions. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted the provisions of this update as of January 1, 2019. K. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Group records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses. L. Concentrations of credit risks Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are held in commercial banks in the U.S. and in Israel. Management believes that the financial institution that holds the Group investments have high credit ratings. The Group has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Reverse Acquisition
Reverse Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Reverse Acquisition | Note 3 – Reverse Acquisition On December 24, 2020, IR-Med Inc., IR. Med Ltd. and the former shareholders of IR. Med Ltd. entered into the Stock Exchange Agreement. Pursuant to the Stock Exchange Agreement, the former shareholders of IR. Med Ltd. contributed all of their equity interests in IR. Med Ltd. in exchange for 31,043,945 shares of the IR-Med Inc.’s common stock, which resulted in IR. Med Ltd. becoming a wholly owned subsidiary of IR-Med Inc. (the “Reverse Acquisition”). Upon the closing of the Reverse Acquisition, the former shareholders of IR. Med Ltd. collectively owned approximately 58% of IR-Med Inc.’s outstanding shares of the common stock, par value $0.001 per share (the “Common Stock”) including the issuance of shares of the December 2020 private placement. In accordance with FASB, ASC Section 805 “Business Combinations,” Prior to the business combination with IR. Med Ltd., IR-Med, Inc. did not meet the definition of a business as it was a non-operating company. As a result, the Reverse Acquisition has been accounted for as a reverse recapitalization, as the former shareholders of IR. Med Ltd controlled immediately following the Acquisition a majority of the outstanding voting shares of IR-Med, Inc, the principal officers of IR-Med Ltd. have assumed the senior management positions at IR-Med, Inc. Accordingly, IR. Med Ltd. is the acquirer for financial reporting purposes and IR-Med, Inc. is the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Acquisition are those of IR-Med Ltd. and are recorded at the historical cost basis of IR- Med Ltd., and the consolidated financial statements after completion of the Reverse Acquisition include the assets and liabilities and results of operations of the combined company. Share capital and loss per share prior to the closing of the Reverse Acquisition has been retroactively adjusted to reflect the legal capital of IR-Med Inc. Following the Reverse Acquisition, in January 2021, IR-Med Inc. filed an amended and restated certificate of incorporation where, it changed its corporate name to “IR-Med Inc.”. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Note 4 - Cash and Cash Equivalents December 31 December 31 2020 2019 US Dollars (In thousands) Cash - NIS 16 25 Cash - US dollars 1,850 210 1,866 235 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Credit Loss [Abstract] | |
Accounts Receivable | Note 5 - Accounts Receivable December 31 December 31 2020 2019 US Dollars (In thousands) Funds in trust 189 - Prepaid expenses 4 - Government institutions 22 9 Related parties 3 3 Other - 1 218 13 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 6 – Property and Equipment, Net December 31 December 31 2020 2019 US Dollars (In thousands) Computers and software 1 1 Furniture and equipment 10 10 11 11 Less - accumulated depreciation (5 ) (4 ) 6 7 |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 7 - Trade and Other Payables December 31 December 31 2020 2019 US Dollars (In thousands) Trade payables 25 35 Accrued expenses 462 136 Payroll and related 19 2 Government institution - 1 Related Parties 17 14 Other - 1 523 189 |
Stockholders' Loans
Stockholders' Loans | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Stockholders' Loans | Note 8 - Stockholders’ Loans A. In 2015, certain of the Company’s stockholders advanced loans to the Company to finance its ongoing operation (hereinafter: the “2015 Loans”). These loans bear interest at annual rate ranging in 2020 and 2019 from 2.56% to 2.62%. Under the original loan terms, the aggregate loan amount is payable to the lenders by the Company only upon the approval of the Company’s board of directors that the Company’s profits reached an amount of US$ 0.5 million and upon such terms and in such installments as shall be determined by the Company’s board of directors. As of December 31, 2020, and 2019, the carrying amounts of the 2015 Loans were US$35 thousand and US$ 28 thousand, respectively. In 2017, one of the Company’s shareholders provided the Company with a loan to finance its ongoing operation (hereinafter: the “2017 Loan”). This loan bears interest at annual rate ranging in 2020 and 2019, from 2.56% to 2.62% annually. Under the original loan terms, the aggregate loan amount are repayable by the Company upon the closing of an investment in the Company with proceeds greater than US$ 500 thousand. In March 2020, the Company and the lender agreed to amend the terms of the 2017 Loan and the repayment date was set to December 31, 2023. As of December 31, 2020, and 2019, the carrying amounts of the 2017 Loan were US$ 3.5 thousand and US$ 3 thousand, respectively. B. Convertible Loan On March 6, 2018, certain of the Company’s shareholders entered with the Company into a convertible bridge loan agreement (hereinafter: the “2018 CLA”). In accordance with 2018 CLA, the loan bears interest at a rate per annum equal to three percent (3%) compounded and accrued annually, and was originally repayable on December 31, 2018, or later date as determined by the shareholders representing more than 80% of IR. Med Ltd.’s issued and outstanding shares who has also provided loans with terms similar to the terms of the agreement (‘Majority Lenders”), unless earlier converted to shares . The CLA included certain scenarios in which the loan may be converted (“Optional conversion”), and certain scenarios in which the loan is automatically converted (“Mandatory conversion”). In case of an Exit event, as described in the 2018 CLA, the loan and all accrued interest will be either converted to shares or repaid at 200% of the outstanding amount all as per the Majority lenders decision. The Company recorded the loan amount as a liability, applying the accounting guidance in ASC 835-30. The embedded derivatives identified by the Company relating to the Exit event and Optional conversion, were estimated by the Company as immaterial amounts. In late 2018, the Majority Lenders agreed to defer the repayment date of the loan to a later date, after December 31, 2019. During 2018 and 2019 the convertible loan was not converted into shares. In March, 2020, the Company and the lenders agreed to amend and restate the 2018 CLA (“the Amended CLA”) pursuant to which the lenders waived any and all rights to convert their respective outstanding loan amounts, and the repayment date was set to December 31, 2023. In addition, in case of an Exit event, as described in the Amended CLA, the loan and all accrued interest will be fully repaid immediately following the exit event. Financing expenses recorded in respect of the loan during 2020 and 2019 were US$ 5 thousand and US$4 thousand, respectively. As of December 31, 2020 and 2019, the carrying amounts of the loans were US$128 thousand and US$ 116 thousand, respectively. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Warrants | |
Warrants | Note 9 - Warrants A. In December 2015, the Company issued a warrant (hereinafter: the “2015 Warrant”) to one of its service providers. Under the 2015 Warrant, the service provider was originally entitled to purchase such number of the Company’s ordinary shares equivalent to the outcome of US$ 24 thousand divided by a price per share in the immediate Company’s financing round greater than US$250 thousand, plus 25% discount on the price per share, in consideration of an exercise price of NIS 0.01 per share, all as described in the 2015 Warrant Agreement. Following the financing round that took place at the end of 2019, the total number of shares exercisable under the 2015 Warrant approximates to 16 thousand ordinary shares of the Company. As a result the Company reclassified the warrant to equity. B. In addition to the above, during 2014, the Company issued a warrant (“the 2014 Warrant”) to one of its service providers, according to which, the service provider is entitled to purchase 6,894 of the Company’s ordinary shares in consideration of an exercise price of NIS 0.001 per share, all as described in the 2014 Warrant agreement. The warrants will no longer be exercisable and be terminated upon the consummation of an M&A transaction of the Company, subject to and in accordance with the definitions in each of the warrant agreements. During May 2020, the Company and the above warrants holder, entered into a new warrant agreement (“the New Warrant”), according to which the 2014 Warrant and the 2015 Warrant will be cancelled and replaced by a new warrant to purchase up to approximately 60 thousand ordinary shares of the Company in consideration of an exercise price of NIS 0.01 per share, all as described in the New Warrant agreement. Following this agreement, the Company recorded additional general and administrative expenses of $25 thousands. Prior to the Reverse Acquisition, on December 24, 2020, the above referenced Warrants were exercised at par value into 59,910 shares of the Company’s ordinary shares. Per the Guidance provided in ASU 2018-07 as issued by the FASB, the Company classified the warrant as equity. C. The November 2020 Private Placement includes issuance of additional warrants to investors. For more details, see also Note 10B. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Note 10 - Stockholders’ Equity (Deficit) A. Common Stock The Parent Company has authorized 250,000,000 shares of Common Stock. As of December 31, 2020 there were 53,586,023 shares of Common Stock issued and outstanding. As a result of the Reverse Acquisition, the equity structure of IR. Med Ltd. was retroactively adjusted using the exchange ratio established pursuant to the Stock Exchange Agreement to reflect the capital of the legal entity (the Parent Company). The retroactively adjusted number of shares as of December 31, 2019 was equivalent to 30,185,183 shares of Common Stock of IR-Med Inc. Each share of IR-Med Inc.´s common stock is entitled to one vote and all shares rank equally as to voting and other matters. Dividends may be declared and paid on the common stock from funds legally available therefor, if, as and when determined by the Board of Directors. B. Financing rounds (i) During October and December 2019, IR. Med Ltd. signed investment agreements according to which the Company issued 149,799 shares of common stock for a total consideration of approximately USD 300 thousand. (ii) During July 2020, the Company signed two investment agreements according to which the Company issued 39,946 Ordinary shares of common stock for a total consideration of USD 81 thousand. (iii) On July 16, 2020, the Parent Company signed a private placement agreement (hereinafter: the “July 2020 Private Placement Agreement”) with an investor (hereinafter: the “Investor”) in a total consideration of $50,000. According to the July 2020 Private Placement Agreement, the Parent Company shall issue to the Investor 217,391 units of its securities (hereinafter: “Unit” and collectively the “Units”) at a price per Unit of $0.23. Each Unit is comprised of one share of IR-Med Inc.’s common stock and one warrant to purchase an additional share of IR-Med Inc.’s common stock, exercisable for a three year period from the date of issuance at a per share exercise price of $0.64. (iv) In connection with the Reverse Acquisition, the Parent Company signed another private placement agreement (hereinafter: the “November 2020 Private Placement”) with existing and new investors (hereinafter: the “Investors”) in a total consideration of Following the closing of the Reverse Acquisition, on December 24, 2020, the Parent Company had issued the Investors 7,206,250 common stock at a par value of $0.001 per share and 3,603,125 warrants (hereinafter: the “November 2020 Private Placement Warrant”). (v) As of April, 2021, the Company raised in the aggregate an additional $3,525,000 in gross proceeds. According to the agreements, the Company shall issue to the Investors 5,507,813 units of its securities (hereinafter: “Unit” and collectively the “Units”) at a price per Unit of $0.64. Each Unit is comprised of two shares of IR-Med Inc.’s common stock and one warrant to purchase an additional share of IR-Med Inc.’s common stock, exercisable for a three year period from the date of issuance at a per share exercise price of $0.64, subject to certain limited adjustments. C. Share-based compensation On December 23, 2020 the Group’s board of directors approved and the shareholders adopted a share based compensation plan (“2020 Incentive Stock Plan”) for future grants by the Parent Company. As of December 31, 2020 no equity awards were granted by the Parent Company. Accordingly, no expense was recorded in 2020 and 2019. |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities and Commitments | Note 11 - Contingent Liabilities and Commitments Israel Innovation Authority The Company operates within the framework of the Incubators Program (Directive No. 8.3 of the Ministry of Economy “The program”). As part of this plan, 60% of the approved program budget was financed by the IIA and 40% by the shareholders. In return for the participation of the IIA, the Company is required to pay royalties at the rate of 3.5% - 3% of the sales of the developed products linked to the dollar until the repayment date of the full amount of the grants, plus annual interest at the LIBOR rate. In addition, the IIA may stipulate any arrangement whereby the Company will be able to transfer the technology or development from Israel. As of December 31, 2020 the Company’s maximum possible future royalties commitment, subject to future sales of such products, and based on grants received from the IIA and not yet repaid is approximately $355 thousand (including interest in the amount of $28 thousand). For the years ending December 31, 2020 and 2019 no additional IIA grants were obtained. |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Research And Development Expenses | |
Research and Development Expenses | Note 12 - Research and Development Expenses For the year For the year ended ended December 31 December 31 2020 2019 US Dollars (In thousands) Clinical trials - 9 Subcontractors 393 48 Other expenses 16 4 Total research and development expenses 409 61 |
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 For the year For the year ended ended December 31 December 31 2020 2019 US Dollars (In thousands) Salaries and related expenses 15 - Professional expenses 283 125 Rent and Maintenance 18 22 Depreciation 1 2 Other expenses 4 1 Total general and administrative expenses 321 150 |
Financial Expenses
Financial Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Financial Expenses | Note 14 - Financial Expenses For the year For the year ended ended December 31 December 31 2020 2019 US Dollars (In thousands) Other 1 - Warrants revaluation - 20 Interest expenses on loans 9 4 Exchange rate loss 12 13 Total financial expenses 22 37 |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss per share | Note 15 - Loss per share The calculation of basic and diluted losses per share for the years ended on December 31, 2020 and 2019 was based on the losses attributable to the Company’s ordinary stockholders for the period divided by a weighted average number of ordinary shares outstanding, adjusted to reflect the new equity structure resulting from the Reverse Acquisition, calculated as follows: For the year For the year ended ended December 31 December 31 2020 *2019 Loss attributable to shareholders ($ in thousands) (752 ) (248 ) Weighted average number of ordinary shares: Balance at beginning of year 29,688,988 28,896,912 Effect of shares issued during the period 343,510 10,736 Weighted-average shares - basic as at end of year 30,032,498 28,907,648 Effect of dilutive share - - Weighted-average shares - dilutive as at end of year 30,032,498 28,907,648 Basic and dilutive loss per share ($) (0.02 ) (0.01 ) As of December 31, 2020, total number of warrants which granted by the Group’s board of directors and not included in the loss per share computation is 4,170,516. (*) Share capital was retroactively adjusted using the exchange ratio established pursuant to the Stock Exchange Agreement to reflect the capital of the legal entity (the Parent Company), see also Note 10A. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16 - Income Taxes A. Corporate tax rate a) The tax rates relevant to the Parent company in Nevada for the years 2019-2020 was 21%. Current taxes for the reported periods are calculated according to the enacted tax rates presented above. The tax rates relevant to the Subsidiary in Israel for the years 2019-2020 was 23%. b) Tax benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (the “Investments Law”); During January 2011, an amendment to the Israeli Investments Law (the “Amendment”) became effective. The Amendment’s provisions apply to Preferred Income derived or accrued in 2011 and thereafter by a Preferred Company, per the definition of these terms in the Amendment. The amendment provides a uniform and reduced tax rate for all the Company’s income entitled to the benefits (“Preferred Income”). Starting from tax year 2017, the tax rate on Preferred Income for a company operating in the same area as the Company is 7.5%, subject to terms as defined within the law. B. Deferred tax assets The following is a summary of the significant components of deferred tax assets: December 31 December 31 2020 2019 US Dollars (In thousands) Operating loss carry forward 252 148 Research and development costs 69 16 Gross total deferred tax assets 321 164 Valuation allowance for deferred tax assets (321 ) (164 ) Net deferred tax assets - - C. Net operating losses carry forward As of December 31, 2020, and 2019, the Company had incurred carry forward losses for tax purposes in the amount of US$ 1,096 thousand and US$ 644 thousand, respectively. As of December 31, 2020, and 2019, the Company has provided full valuation allowance of US$ 321 thousand and US$ 164 thousand against the gross deferred tax asset in respect of net operating carry forward losses given that it is not more likely than not that it will generate sufficient income for tax purposes to utilize the available deferred tax assets. D. Tax assessment As of December 31, 2020, the Company have tax assessments that are considered as final due to lapse of statute of limitation period, through tax year 2014. The Parent Company has not been assessed for tax purposes since its inception. E. Reconciliation of the statutory tax expense (benefit) to actual tax expense Reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the statements of operations is as follows: For the year For the year ended ended December 31 December 31 2020 2019 US Dollars (In thousands) Loss before taxes as reported in the statements of operations (752 ) (248 ) Statutory tax rate 21 % 21 % Theoretical tax benefit on the above amount at the Israeli statutory tax rate (158 ) (52 ) Additional tax (tax savings) in respect of: Differences in tax rates between statutory tax and income tax of the Subsidiary* (15 ) (10 ) Current year tax losses and benefits for which deferred taxes were not created. 173 62 Actual taxes on income - - (*) The Subsidiary operates in Israel in a tax jurisdiction with corporate tax rate of 23%. |
Related Parties Balances and Tr
Related Parties Balances and Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties Balances and Transactions | Note 17- Related Parties Balances and Transactions A. Balances with related parties December 31 December 31 2020 2019 US Dollars (In thousands) Assets Other receivables 3 3 Liabilities Payables 46 35 Stockholders’ loans 166 147 B. Transactions with related parties For the year For the year ended ended December 31 December 31 2020 2019 US Dollars (In thousands) R&D Subcontractors 93 25 Rent and Maintenance (1) 15 20 Interest expenses 9 4 (1) During 2019 the Company used an office facility and received office services from a related party for no consideration. The Company recorded a capital reserve for transaction for with related parties in respect of the benefit received. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | A. Basis of Presentation The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) |
Functional Currency | B. Functional Currency The Group finances its operations in U.S. dollars. While the majority of the Group’s operations are currently conducted in Israel, a significant part of the Group’s expenses is denominated and determined in U.S. dollars. The Group’s management believes that the U.S. Dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. Thus, the functional and reporting currency of the Group is the U.S. Dollar. The Group’s transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-Dollar transactions and balances have been re-measured to U.S. Dollars in accordance with Accounting Standards Codification (ASC) 830, “Foreign Currency Matters”, of the Financial Accounting Standards Board (“FASB”). All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies 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 Parent Company and its wholly owned Subsidiary, IR. Med Ltd. Intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | D. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | E. Cash and Cash Equivalents The Group considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at their carrying values, which approximates their fair values. |
Property and Equipment | F. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Maintenance and repair expenses are charged to operation as incurred. Depreciation is calculated on the straight-line method based on the estimated useful lives of the assets and commences once the assets are ready for their intended use. The cost of property and equipment include expenditure that is attributable to the acquisition of the assets. Annual rates at depreciation are as follows: % Computers and software 10-33 Furniture and equipment 15 |
Research and Development Expenses | G. Research and Development Expenses Research and development expenses are expensed as incurred. Those expenses include payments to third party consultants, expenses related to conducting clinical and pre-clinical trials, patents, salaries and related personnel expenses and travel expenses. |
Fair Value of Financial Instruments | H. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivables, trade and other accounts payable and stockholders’ loans do not significantly vary from their fair values. Amounts from related parties approximate fair value because of their short-term nature. Fair value for the measurement of financial assets and liabilities is defined as 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Group utilizes a valuation hierarchy for disclosure of the inputs for fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: ● Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are quoted prices for identical or similar assets or liabilities in less active markets or model derived valuations in which significant inputs are observable for the asset or liability, either directly or indirectly through market corroboration. ● Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. By distinguishing between inputs that are observable in the marketplace, and therefore more objective, and those that are unobservable and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measurements. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. |
Commitments and Contingencies | I. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
Accounting for Share-based Compensation | J. Accounting for Share-Based Compensation Until December 31, 2018, the Company accounted for equity-based compensation to non-employees in accordance with ASC 505-50, Equity – Equity-based Payments to Non-employees (“ASC 505-50”), with respect to warrants issued to non-employees. All transactions with nonemployees in which goods or services are received in exchange for equity-based instruments are accounted for based on the fair value of the consideration received or the fair value of the equity-based instruments issued, whichever is more reliably measurable. In June 2018, the FASB issued ASU 2018-07 “Improvement to Nonemployee Share-Based Payments Accounting.” This guidance simplifies the accounting for non-employee share-based payment transactions. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted the provisions of this update as of January 1, 2019. |
Income Taxes | K. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Group records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general, and administrative expenses. |
Concentrations of Credit Risks | L. Concentrations of credit risks Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are held in commercial banks in the U.S. and in Israel. Management believes that the financial institution that holds the Group investments have high credit ratings. The Group has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Annual Rates at Depreciation | Annual rates at depreciation are as follows: % Computers and software 10-33 Furniture and equipment 15 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | December 31 December 31 2020 2019 US Dollars (In thousands) Cash - NIS 16 25 Cash - US dollars 1,850 210 1,866 235 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Credit Loss [Abstract] | |
Schedule of Accounts Receivable | December 31 December 31 2020 2019 US Dollars (In thousands) Funds in trust 189 - Prepaid expenses 4 - Government institutions 22 9 Related parties 3 3 Other - 1 218 13 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | December 31 December 31 2020 2019 US Dollars (In thousands) Computers and software 1 1 Furniture and equipment 10 10 11 11 Less - accumulated depreciation (5 ) (4 ) 6 7 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | December 31 December 31 2020 2019 US Dollars (In thousands) Trade payables 25 35 Accrued expenses 462 136 Payroll and related 19 2 Government institution - 1 Related Parties 17 14 Other - 1 523 189 |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Research And Development Expenses | |
Schedule of Research and Development Expenses | For the year For the year ended ended December 31 December 31 2020 2019 US Dollars (In thousands) Clinical trials - 9 Subcontractors 393 48 Other expenses 16 4 Total research and development expenses 409 61 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
General And Administrative Expenses | |
Schedule of General and Administrative Expenses | For the year For the year ended ended December 31 December 31 2020 2019 US Dollars (In thousands) Salaries and related expenses 15 - Professional expenses 283 125 Rent and Maintenance 18 22 Depreciation 1 2 Other expenses 4 1 Total general and administrative expenses 321 150 |
Financial Expenses (Tables)
Financial Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Financial Expenses - Schedule Of Financial Expenses | |
Schedule of Financial Expenses | For the year For the year ended ended December 31 December 31 2020 2019 US Dollars (In thousands) Other 1 - Warrants revaluation - 20 Interest expenses on loans 9 4 Exchange rate loss 12 13 Total financial expenses 22 37 |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Losses Per Share | The calculation of basic and diluted losses per share for the years ended on December 31, 2020 and 2019 was based on the losses attributable to the Company’s ordinary stockholders for the period divided by a weighted average number of ordinary shares outstanding, adjusted to reflect the new equity structure resulting from the Reverse Acquisition, calculated as follows: For the year For the year ended ended December 31 December 31 2020 *2019 Loss attributable to shareholders ($ in thousands) (752 ) (248 ) Weighted average number of ordinary shares: Balance at beginning of year 29,688,988 28,896,912 Effect of shares issued during the period 343,510 10,736 Weighted-average shares - basic as at end of year 30,032,498 28,907,648 Effect of dilutive share - - Weighted-average shares - dilutive as at end of year 30,032,498 28,907,648 Basic and dilutive loss per share ($) (0.02 ) (0.01 ) As of December 31, 2020, total number of warrants which granted by the Group’s board of directors and not included in the loss per share computation is 4,170,516. (*) Share capital was retroactively adjusted using the exchange ratio established pursuant to the Stock Exchange Agreement to reflect the capital of the legal entity (the Parent Company), see also Note 10A. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The following is a summary of the significant components of deferred tax assets: December 31 December 31 2020 2019 US Dollars (In thousands) Operating loss carry forward 252 148 Research and development costs 69 16 Gross total deferred tax assets 321 164 Valuation allowance for deferred tax assets (321 ) (164 ) Net deferred tax assets - - |
Schedule of Reconciliation of the Statutory Tax Expense (benefit) to Actual Tax Expense | For the year For the year ended ended December 31 December 31 2020 2019 US Dollars (In thousands) Loss before taxes as reported in the statements of operations (752 ) (248 ) Statutory tax rate 21 % 21 % Theoretical tax benefit on the above amount at the Israeli statutory tax rate (158 ) (52 ) Additional tax (tax savings) in respect of: Differences in tax rates between statutory tax and income tax of the Subsidiary* (15 ) (10 ) Current year tax losses and benefits for which deferred taxes were not created. 173 62 Actual taxes on income - - (*) The Subsidiary operates in Israel in a tax jurisdiction with corporate tax rate of 23%. |
Related Parties Balances and _2
Related Parties Balances and Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties Balances and Transactions | A. Balances with related parties December 31 December 31 2020 2019 US Dollars (In thousands) Assets Other receivables 3 3 Liabilities Payables 46 35 Stockholders’ loans 166 147 B. Transactions with related parties For the year For the year ended ended December 31 December 31 2020 2019 US Dollars (In thousands) R&D Subcontractors 93 25 Rent and Maintenance (1) 15 20 Interest expenses 9 4 (1) During 2019 the Company used an office facility and received office services from a related party for no consideration. The Company recorded a capital reserve for transaction for with related parties in respect of the benefit received. |
General (Details Narrative)
General (Details Narrative) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loss for the year | $ 752 | $ 248 | |
Negative cash flow from operating activities | (402) | (72) | |
Accumulated deficit | (1,480) | (728) | |
Proceeds from private placement | $ 1,955 | ||
Subsequent Event [Member] | |||
Proceeds from private placement | $ 3,525 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Annual Rates at Depreciation (Details) | Dec. 31, 2020 |
Computers and Software [Member] | Minimum [Member] | |
Annual rates at depreciation | 10.00% |
Computers and Software [Member] | Maximum [Member] | |
Annual rates at depreciation | 33.00% |
Furniture and Equipment [Member] | |
Annual rates at depreciation | 15.00% |
Reverse Acquisition (Details Na
Reverse Acquisition (Details Narrative) - $ / shares | Dec. 24, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.001 | $ 0.001 | |
Stock Exchange Agreement [Member] | |||
Common stock issued for reverse acquisition | 31,043,945 | ||
Ownership percentage | 58.00% | ||
Common stock, par value | $ 0.001 |
Cash and Cash Equivalents - Sch
Cash and Cash Equivalents - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Cash | $ 1,866 | $ 235 |
NIS [Member] | ||
Cash | 16 | 25 |
US Dollars [Member] | ||
Cash | $ 1,850 | $ 210 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Credit Loss [Abstract] | ||
Funds in trust | $ 189 | |
Prepaid expenses | 4 | |
Government institutions | 22 | 9 |
Related parties | 3 | 3 |
Other | 1 | |
Total Accounts Receivable | $ 218 | $ 13 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property and Equipment, Gross | $ 11 | $ 11 |
Less - accumulated depreciation | (5) | (4) |
Property and Equipment, Net | 6 | 7 |
Computers and Software [Member] | ||
Property and Equipment, Gross | 1 | 1 |
Furniture and Equipment [Member] | ||
Property and Equipment, Gross | $ 10 | $ 10 |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 25 | $ 35 |
Accrued expenses | 462 | 136 |
Payroll and related | 19 | 2 |
Government institution | 1 | |
Related Parties | 17 | 14 |
Other | 1 | |
Total Trade and Other Payables | $ 523 | $ 189 |
Stockholders' Loans (Details Na
Stockholders' Loans (Details Narrative) - USD ($) | Mar. 06, 2018 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Carrying value of loans | $ 128,000 | $ 116,000 | ||
Financing expenses on loan | $ 5,000 | $ 4,000 | ||
2015 Loans [Member] | ||||
Debt instrument interest rate | 2.56% | 2.62% | ||
Terms of agreement | Under the original loan terms, the aggregate loan amount is payable to the lenders by the Company only upon the approval of the Company's board of directors that the Company's profits reached an amount of US$ 0.5 million and upon such terms and in such installments as shall be determined by the Compan's board of directors. | |||
Carrying value of loans | $ 35,000 | $ 28,000 | ||
2017 Loans [Member] | ||||
Debt instrument interest rate | 2.56% | 2.62% | ||
Terms of agreement | Under the original loan terms, the aggregate loan amount are repayable by the Company upon the closing of an investment in the Company with proceeds greater than US$ 500 thousand. | |||
Carrying value of loans | $ 3,500 | $ 3,000 | ||
Debt instrument maturity date | Dec. 31, 2023 | |||
2018 CLA [Member] | ||||
Terms of agreement | In case of an Exit event, as described in the 2018 CLA, the loan and all accrued interest will be either converted to shares or repaid at 200% of the outstanding amount all as per the Majority lenders decision. | |||
Debt instrument maturity date | Dec. 31, 2023 | |||
Debt instrument interest rate description | In accordance with 2018 CLA, the loan bears interest at a rate per annum equal to three percent (3%) compounded and accrued annually, and was originally repayable on December 31, 2018, or later date as determined by the shareholders representing more than 80% of IR. Med Ltd.'s issued and outstanding shares who has also provided loans with terms similar to the terms of the agreement ('Majority Lenders'), unless earlier converted to shares. |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 24, 2020 | May 31, 2020 | Dec. 31, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2014 |
Exercise of warrants, shares | 59,910 | |||||
General and administrative expenses | $ 321 | $ 150 | ||||
2015 Warrant [Member] | ||||||
Terms of agreement | Under the 2015 Warrant, the service provider was originally entitled to purchase such number of the Company's ordinary shares equivalent to the outcome of US$ 24 thousand divided by a price per share in the immediate Company's financing round greater than US$250 thousand, plus 25% discount on the price per share, in consideration of an exercise price of NIS 0.01 per share, all as described in the 2015 Warrant Agreement. | |||||
Exercise of warrants, shares | 16 | |||||
2014 Warrant [Member] | ||||||
Warrants issued during the period | 6,894 | |||||
2014 Warrant [Member] | NIS [Member] | ||||||
Exercise price of warrant | $ 0.001 | |||||
New Warrant Agreement [Member] | ||||||
Warrants issued during the period | 60,000 | |||||
General and administrative expenses | $ 25 | |||||
New Warrant Agreement [Member] | NIS [Member] | ||||||
Exercise price of warrant | $ 0.01 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Dec. 24, 2020 | Jul. 16, 2020 | Apr. 30, 2021 | Jul. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||||
Common stock, shares issued | 30,185,183 | 53,586,023 | 30,185,183 | ||||
Common stock, shares outstanding | 30,185,183 | 53,586,023 | 30,185,183 | ||||
Issuance of common stock, net | $ 81,000 | $ 300,000 | |||||
Subsequent Event [Member] | |||||||
Issuance of common stock, net | $ 3,525,000 | ||||||
Units issued during the period for private placement, shares | 5,507,813 | ||||||
Price per unit | $ 0.64 | ||||||
Exercisable period | 3 years | ||||||
Exercise price of warrant | $ 0.64 | ||||||
Investment Agreements [Member] | |||||||
Issuance of common stock, net | $ 300,000 | ||||||
Issuance of common stock, net, shares | 149,799 | ||||||
Two Investment Agreements [Member] | |||||||
Issuance of common stock, net | $ 81,000 | ||||||
Issuance of common stock, net, shares | 39,946 | ||||||
July 2020 Private Placement Agreement [Member] | |||||||
Issuance of common stock, net | $ 50,000 | ||||||
Units issued during the period for private placement, shares | 217,391 | ||||||
Price per unit | $ 0.23 | ||||||
Exercisable period | 3 years | ||||||
Exercise price of warrant | $ 0.64 | ||||||
November 2020 Private Placement Agreement [Member] | |||||||
Issuance of common stock, net | $ 2,144,908 | ||||||
Issuance of common stock, net, shares | 7,206,250 | ||||||
Units issued during the period for private placement, shares | 3,603,125 | ||||||
Price per unit | $ 0.001 | $ 0.64 | |||||
Exercisable period | 3 years | ||||||
Exercise price of warrant | $ 0.64 | ||||||
Issuance cost | $ 161,092 | ||||||
Warrants issued during the period | 3,603,125 |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Details Narrative) - Incubators Program [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Royalty payable | $ 355 |
Interest payable | $ 28 |
Minimum [Member] | |
Percentage of royalty | 3.50% |
Maximum [Member] | |
Percentage of royalty | 3.00% |
Shareholders [Member] | |
Percentage of finance | 40.00% |
Israel Innovation Authority [Member] | |
Percentage of finance | 60.00% |
Research and Development Expe_3
Research and Development Expenses - Schedule of Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Research And Development Expenses | ||
Clinical trials | $ 9 | |
Subcontractors | 393 | 48 |
Other expenses | 16 | 4 |
Total research and development expenses | $ 409 | $ 61 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
General And Administrative Expenses | ||
Salaries and related expenses | $ 15 | |
Professional expenses | 283 | 125 |
Rent and Maintenance | 18 | 22 |
Depreciation | 1 | 2 |
Other expenses | 4 | 1 |
Total general and administrative expenses | $ 321 | $ 150 |
Financial Expenses - Schedule o
Financial Expenses - Schedule of Financial Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Financial Expenses - Schedule Of Financial Expenses | ||
Other | $ 1 | |
Warrants revaluation | 20 | |
Interest expenses on loans | 9 | 4 |
Exchange rate loss | 12 | 13 |
Total financial expenses | $ 22 | $ 37 |
Loss per share (Details Narrati
Loss per share (Details Narrative) | 12 Months Ended |
Dec. 31, 2020shares | |
Earnings Per Share [Abstract] | |
Warrants granted | 4,170,516 |
Loss per Share - Schedule of Ca
Loss per Share - Schedule of Calculation of Basic and Diluted Losses Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | [1] | |
Earnings Per Share [Abstract] | |||
Loss attributable to shareholders ($ in thousands) | $ (752) | $ (248) | |
Balance at beginning of year | 29,688,988 | 28,896,912 | |
Effect of shares issued during the period | 343,510 | 10,736 | |
Weighted-average shares - basic as at end of year | 30,032,498 | 28,907,648 | |
Effect of dilutive share | |||
Weighted-average shares - dilutive as at end of year | 30,032,498 | 28,907,648 | |
Basic and dilutive loss per share ($) | $ (0.02) | $ (0.01) | |
[1] | Share capital was retroactively adjusted using the exchange ratio established pursuant to the Stock Exchange Agreement to reflect the capital of the legal entity (the Parent Company), see also Note 10A. |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective income tax rate | 21.00% | |
Net operating losses carry forward | $ 1,096 | $ 644 |
Valuation allowance for deferred tax assets | $ 321 | $ 164 |
Preferred Income [Member] | ||
Effective income tax rate | 7.50% | |
Israel Tax Authority [Member] | ||
Effective income tax rate | 23.00% | 23.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Operating loss carry forward | $ 252 | $ 148 |
Research and development costs | 69 | 16 |
Gross total deferred tax assets | 321 | 164 |
Valuation allowance for deferred tax assets | (321) | (164) |
Net deferred tax assets |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Statutory Tax Expense (benefit) to Actual Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Tax Disclosure [Abstract] | |||
Loss before taxes as reported in the statements of operations | $ (752) | $ (248) | |
Statutory tax rate | 21.00% | 21.00% | |
Theoretical tax benefit on the above amount at the Israeli statutory tax rate | $ (158) | $ (52) | |
Differences in tax rates between statutory tax and income tax of the Subsidiary | [1] | (15) | (10) |
Current year tax losses and benefits for which deferred taxes were not created | 173 | 62 | |
Actual taxes on income | |||
[1] | The Subsidiary operates in Israel in a tax jurisdiction with corporate tax rate of 23%. |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of the Statutory Tax Expense (benefit) to Actual Tax Expense (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective income tax rate | 21.00% | |
Israel Tax Authority [Member] | ||
Effective income tax rate | 23.00% | 23.00% |
Related Parties Balances and _3
Related Parties Balances and Transactions - Schedule of Related Parties Balances and Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Related Party Transactions [Abstract] | |||
Other receivables | $ 3 | $ 3 | |
Payables | 46 | 35 | |
Stockholders' loans | 166 | 147 | |
R&D Subcontractors | 93 | 25 | |
Rent and Maintenance | [1] | 15 | 20 |
Interest expenses | $ 9 | $ 4 | |
[1] | During 2019 the Company used an office facility and received office services from a related party for no consideration. The Company recorded a capital reserve for transaction for with related parties in respect of the benefit received. |