Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 09, 2014 | Jun. 28, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'SPO Global Inc | ' | ' |
Entity Central Index Key | '0000716778 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $807,000 |
Entity Common Stock, Shares Outstanding | ' | 5,560,153 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
CURRENT ASSETS | ' | ' | ||
Cash and cash equivalents | $286 | $24 | ||
Prepaid expenses and other accounts receivable | 61 | 10 | ||
Total current assets | 347 | 34 | ||
LONG TERM INVESTMENTS | ' | ' | ||
Severance pay fund | 168 | 142 | ||
PROPERTY AND EQUIPMENT,NET | 22 | ' | ||
Total net assets | 537 | 176 | ||
Current Liabilities | ' | ' | ||
Short-term loans | 700 | 1,081 | ||
Trade payables | 38 | 5 | ||
Employees and payroll accruals | 774 | 563 | ||
Accrued expenses and other liabilities | 531 | 502 | ||
Current liabilities, Total | 2,043 | 2,151 | ||
Long-Term Liabilities | ' | ' | ||
Warrants to issue shares | ' | 18 | ||
Long-term loans | 882 | 375 | ||
Accrued severance pay | 271 | 235 | ||
Long-term liabilities, Total | 1,153 | 628 | ||
STOCKHOLDERS' DEFICIENCY | ' | ' | ||
Preferred stock $0.01 par value Authorized - 2,000,000 shares, issued and outstanding - 100 and 0 Series A shares at December 30, 2013 and December 31, 2012, respectively | ' | [1] | ' | [1] |
Common stock $0.01 par value - Authorized - 100,000,000 shares, issued and outstanding - 5,305,608 and 2,823,177 shares as at December 30, 2013 and December 31, 2012 , respectively | 53 | [2] | 28 | [2] |
Additional paid-in capital | 18,971 | 18,369 | ||
Accumulated deficit | -21,683 | -21,000 | ||
Stockholders' equity attributable to parent, total | -2,659 | -2,603 | ||
Total liabilities and stockholders' deficiency | 537 | 176 | ||
Series A Preferred Stock | ' | ' | ||
STOCKHOLDERS' DEFICIENCY | ' | ' | ||
Preferred stock $0.01 par value Authorized - 2,000,000 shares, issued and outstanding - 100 and 0 Series A shares at December 30, 2013 and December 31, 2012, respectively | ' | [1] | ' | [1] |
Total liabilities and stockholders' deficiency | ' | ' | ||
[1] | Less than $1 | |||
[2] | The number of shares have been adjusted retroactively to reflect the one for twenty reverse split of our common stock dated October 7, 2013. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Common stock, par value | $0.01 | $0.01 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 5,305,608 | 2,823,177 |
Common stock, outstanding | 5,305,608 | 2,823,177 |
Series A Preferred Stock | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, authorized | 2,000,000 | 2,000,000 |
Preferred stock, issued | 100 | ' |
Preferred stock, outstanding | 100 | ' |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | ||
Income Statement [Abstract] | ' | ' | ||
Revenues | $556 | $316 | ||
Cost of revenues | 411 | 266 | ||
Gross profit | 145 | 50 | ||
Operating expenses | ' | ' | ||
Research and development | ' | 10 | ||
Selling and marketing | 58 | 510 | ||
General and administrative | 447 | 216 | ||
Total operating expenses | 505 | 736 | ||
Operating loss | -360 | -686 | ||
Financial expense, net | -323 | -202 | ||
Net Loss for the period | ($683) | ($888) | ||
Basic and diluted loss per share | ($0.17) | [1] | ($0.40) | [1] |
Weighted average number of shares outstanding used in computation of basic loss per share | 4,103,186 | [1] | 2,230,541 | [1] |
[1] | The number of shares have been adjusted retroactively to reflect the one for twenty reverse split of our common stock dated October 7, 2013. |
Statement_Of_Changes_In_Stockh
Statement Of Changes In Stockholders' Deficiency (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Balance | ($2,603) | ($2,479) |
Issuance of ordinary stock to service providers | 9 | 3 |
Issuance of warrants to service providers | ' | 500 |
Issuance of warrants to an investor | 2 | 10 |
Exercise of penny warrants | 24 | 22 |
Conversion of convertible debt to shares | 149 | 135 |
Issuance of debt containing beneficial conversion feature | 204 | 94 |
Revaluation of warrants | 12 | ' |
Shares issued for cash ($0.025 per share) | 227 | ' |
1 for 20 reverse stock split | ' | ' |
Net loss for the period | -683 | -888 |
Balance | -2,659 | -2,603 |
Stock Capital | ' | ' |
Balance | 565 | 359 |
Issuance of ordinary stock to service providers | 1 | 3 |
Issuance of warrants to service providers | ' | ' |
Issuance of warrants to an investor | ' | ' |
Exercise of penny warrants | 24 | 22 |
Conversion of convertible debt to shares | 307 | 181 |
Issuance of debt containing beneficial conversion feature | ' | ' |
Revaluation of warrants | ' | ' |
Shares issued for cash ($0.025 per share) | 100 | ' |
1 for 20 reverse stock split | -944 | ' |
Net loss for the period | ' | ' |
Balance | 53 | 565 |
Additional Paid-In Capital | ' | ' |
Balance | 17,832 | 17,274 |
Issuance of ordinary stock to service providers | 8 | ' |
Issuance of warrants to service providers | ' | 500 |
Issuance of warrants to an investor | 2 | 10 |
Exercise of penny warrants | ' | ' |
Conversion of convertible debt to shares | -158 | -46 |
Issuance of debt containing beneficial conversion feature | 204 | 94 |
Revaluation of warrants | 12 | ' |
Shares issued for cash ($0.025 per share) | 127 | ' |
1 for 20 reverse stock split | 944 | ' |
Net loss for the period | ' | ' |
Balance | 18,971 | 17,832 |
Accumulated Deficit | ' | ' |
Balance | -21,000 | -20,112 |
Issuance of ordinary stock to service providers | ' | ' |
Issuance of warrants to service providers | ' | ' |
Issuance of warrants to an investor | ' | ' |
Exercise of penny warrants | ' | ' |
Conversion of convertible debt to shares | ' | ' |
Issuance of debt containing beneficial conversion feature | ' | ' |
Revaluation of warrants | ' | ' |
Shares issued for cash ($0.025 per share) | ' | ' |
1 for 20 reverse stock split | ' | ' |
Net loss for the period | -683 | -888 |
Balance | ($21,683) | ($21,000) |
Statement_Of_Changes_In_Stockh1
Statement Of Changes In Stockholders' Deficiency (Parenthetical) (USD $) | 0 Months Ended | |
Oct. 07, 2013 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | ' | ' |
Shares issued for cash, par value | ' | $0.03 |
Reverse stock split | '1 for 20 | ' |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash Flows from Operating Activities | ' | ' |
Net loss for the period | ($683) | ($888) |
Adjustments to reconcile loss to net cash used in operating activities: | ' | ' |
Depreciation | 7 | ' |
Non-cash expenses related to convertible debt | 103 | 89 |
Stock-based compensation expenses related to employees, service providers | 9 | 503 |
Non-cash expense related to warrants to issue shares | -18 | 1 |
Non-cash expense related to warrants issued to an investor | 2 | ' |
Changes in assets and liabilities: | ' | ' |
Increase in accrued interest payable on loans | 50 | 42 |
(Increase) in prepaid expenses and other receivables | -51 | -6 |
Increase (decrease) in trade payables | 33 | -1 |
Increase in accrued severance pay, net | 10 | 2 |
Increase (decrease) in accrued expenses and other liabilities | 264 | -78 |
Net cash used in operating activities | -274 | -336 |
Cash Flows from Investing Activities | ' | ' |
Purchase of property | 29 | ' |
Net cash used in investing activities | -29 | ' |
Cash Flows from Financing Activities | ' | ' |
Proceeds from sale of shares and warrants, net of issuance costs | 227 | ' |
Payments of loans | -14 | -33 |
Proceeds from loan | 352 | 356 |
Net cash provided by financing activities | 565 | 323 |
Increase in cash and cash equivalents | 262 | -13 |
Cash and cash equivalents at the beginning of the period | 24 | 37 |
Cash and cash equivalents at the end of the period | 286 | 24 |
Non cash transactions | ' | ' |
Conversion of convertible debt to shares | 149 | 135 |
Exercise of warrants in consideration of concession of debt | 24 | 22 |
Discount on convertible notes recognized to beneficial conversion feature | 204 | ' |
Revaluation of warrants | 12 | ' |
Supplemental Disclosure Of Cash Flow Information: | ' | ' |
Cash paid during the period for interest | $76 | $43 |
General
General | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
General | ' |
NOTE 1 GENERAL | |
SPO Global Inc. (hereinafter referred to as "SPO" or the "Company") is engaged in the design, development and marketing of non-invasive pulse oximetry technologies to measure blood oxygen saturation and heart rate. The applications are marketed in the following sectors; professional medical care, homecare, sports, safety and search & rescue. | |
The Company was originally incorporated under the laws of the State of Delaware in September 1981 under the name "Applied DNA Systems, Inc." On November 16, 1994, the Company changed its name to "Nu-Tech Bio-Med, Inc." On December 23, 1998, the Company changed its name to "United Diagnostic, Inc." Effective April 21, 2005, the Company acquired (the "Acquisition Transaction") 100% of the outstanding capital stock of SPO Medical Equipment Ltd., a company incorporated under the laws of the State of Israel ("SPO Ltd."), pursuant to a Capital Stock Exchange Agreement dated as of February 28, 2005 between the Company, SPO Ltd. and the shareholders of SPO Ltd., as amended and restated on April 21, 2005 (the "Exchange Agreement"). In exchange for the outstanding capital stock of SPO Ltd., the Company issued to the former shareholders of SPO Ltd. a total of 5,769,106 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), representing approximately 90% of the Common Stock then issued and outstanding after giving effect to the Acquisition Transaction. As a result of the Acquisition Transaction, SPO Ltd. became a wholly owned subsidiary of the Company as of April 21, 2005 and, subsequent to the Acquisition Transaction, the Company changed its name to "SPO Medical Inc." Upon consummation of the Acquisition Transaction, the Company effectuated a forward subdivision of the Company's Common Stock issued and outstanding on a 2.65285:1 basis. | |
The merger between UNDI and the SPO Ltd was accounted for as a reverse merger. As the shareholders of SPO Ltd received the largest ownership interest in the Company, SPO Ltd was determined to be the "accounting acquirer" in the reverse acquisition. As a result, the historical financial statements of the Company were replaced with the historical financial statements of the SPO Ltd. | |
The Company and its subsidiary, SPO Ltd., are collectively referred to as the "Company". In January 2010, the Company restructured its operations to focus primarily on licensing its core technology for non-medical market applications. Following the restructure, the Company ceased its previous operations associated with the distribution of the PulseOx line in the medical field. In February 2011, the Company transferred research and development activities to subcontractors, thereby ceasing all internal research and development activities. | |
Effective October 4, 2013, the Company changed its corporate name to “SPO Global Inc.”. | |
The Company implemented a 1-for-20 reverse stock split on October 7, 2013. All share and per share amounts and calculations in these financial statements have been retroactively adjusted to reflect the effects of the reverse stock split. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
NOTE 2 GOING CONCERN | |
As reflected in the accompanying financial statements, the Company’s operations for the year ended December 31, 2013, resulted in a net loss of $683, and the Company’s balance sheet reflects a net stockholders’ deficit of $2,659. The Company’s ability to continue operating as a “going concern” is dependent on its ability to raise sufficient additional working capital. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis, which contemplates realization of assets and liquidation of liabilities in the ordinary course of business. As disclosed in previous filings with the Securities and Exchange Commission, management has been attempting to raise additional cash from current and potential stockholders and plans to continue these efforts. There can be no assurance that this capital will be available and if it is not, the Company may be forced to substantially curtail or cease exploration block acquisition and/or exploration and development expenditures. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Significant Accounting Policies | ' | ||||||||
Significant Accounting Policies | ' | ||||||||
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES | |||||||||
The financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America. | |||||||||
Principles of Consolidation: | |||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, SPO Ltd. All material inter-company accounts and transactions have been eliminated in consolidation. | |||||||||
Use of estimates: | |||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | |||||||||
Financial statements in U.S. dollars: | |||||||||
The reporting currency of the Company is the U.S. dollar ("dollar"). The dollar is the functional currency of the Company. Transactions and balances originally denominated in dollars are presented at their original amounts. Non-dollar transactions and balances are remeasured into dollars in accordance with the principles set forth in Accounting Standards Codification (ASC) 830-10, "Foreign Currency Translation". All exchange gains and losses from remeasurement of monetary balance sheet items resulting from transactions in non-dollar currencies are recorded in the statement of operations as they arise. | |||||||||
Cash and Cash Equivalents: | |||||||||
The Company considers all highly liquid investments originally purchased with maturities of three months or less to be cash equivalents. | |||||||||
Property and Equipment: | |||||||||
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows: | |||||||||
Computer and peripheral equipment three - seven years | |||||||||
Office furniture and equipment seven - fifteen years | |||||||||
Leasehold improvement Over the term of the lease | |||||||||
In accordance with ASC 360-10, “Accounting for Impairment or Disposal of Long-Lived Assets”, management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. There were no impairment losses in the years ended December 31, 2013 and 2012. | |||||||||
Revenue recognition: | |||||||||
The company generates revenues principally from manufacturing of products, on a subcontracted basis, and licensing of its core technology for non-medical market applications. Revenues are recognized when products are shipped and when the license fee is fixed, determinable and collectability is reasonably assured. | |||||||||
Research and development costs: | |||||||||
Research and development costs, net of government grants and participation by others, are charged to expenses as incurred. | |||||||||
Income taxes: | |||||||||
The Company accounts for income taxes in accordance with ASC 740-10, "Accounting for Income Taxes" This statement prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. | |||||||||
Fair value of financial instruments: | |||||||||
The financial instruments of the Company consist mainly of cash and cash equivalents, accounts payable and short-term loans. In view of their nature, the fair value of the Company’s financial instruments is usually identical or close to their carrying value. | |||||||||
Stock-based compensation: | |||||||||
Effective January 1, 2006, the Company adopted ASC 718, "Share-Based Payment" requiring that compensation cost relating to share-based payment awards made to employees and directors be recognized in the financial statements. The awards issued under Company's stock-based compensation plans to employees are described in Note 11, “Stockholder's Deficiency". The cost for such awards is measured at the grant date based on the calculated fair value of the award. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods (generally the vesting period of the equity award) in the Company's Consolidated Statement of Operations. | |||||||||
Stock-based compensation cost relating to stock options recognized in 2012 is based on the value of the portion of the award that is ultimately expected to vest. ASC 718-10 requires forfeitures to be estimated at the time of grant in order to estimate the portion of the award that will ultimately vest. Such portion is currently estimated at 0%, based on the Company's historical rates of forfeiture. | |||||||||
The following table summarizes the effects of stock-based compensation resulting from the application of ASC 718 and ASC 505-50 included in Statement of Operations: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Selling and marketing | $ | 9 | $ | 500 | |||||
General and administrative | — | 3 | |||||||
Financing | — | — | |||||||
$ | 9 | $ | 503 | ||||||
Under ASC 718-10, the fair market value of employee option grants was estimated on the date of grant using the “Black-Scholes option pricing” method with the following weighted-average assumptions: (1) expected life of 3 or 5 years (as per option's terms); (2) dividend yield of 0% (3) expected volatility of 273% (4) risk-free interest rate of approximately 0.4% in 2010. | |||||||||
On May 8, 2013, 50,000 (post reverse stock split) warrants were issued to a consultant. The fair value of the warrants in the amount of $9 was calculated using Black-Scholes and the following assumptions, estimated life of 0.25 years remaining, volatility of 309%, risk free interest rate of 0.04%, and dividend yield of 0%. | |||||||||
Basic and diluted net loss per share: | |||||||||
Basic and diluted net loss per share is presented in accordance with ASC 260-10, "Earnings Per Share" for all periods presented. Basic and diluted net loss per share of Common Stock was determined by dividing net loss attributable to Common stock holders by weighted average number of shares of Common Stock outstanding during the period. Diluted net loss per share of Common Stock is the same as basic net loss per share of Common Stock for all periods presented as the effect of the Company's potential additional shares of Common Stock were anti-dilutive. | |||||||||
All outstanding stock options and warrants have been excluded from the calculation of the diluted net loss per share of Common Stock because all such securities are anti-dilutive since the Company reported losses for those years. | |||||||||
Property_And_Equipment
Property And Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property And Equipment | ' | ||||||||
Property And Equipment | ' | ||||||||
NOTE 4 | PROPERTY AND EQUIPMENT | ||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Cost: | |||||||||
Office furniture and equipment | $ | 5 | $ | 5 | |||||
Automobile | $ | 24 | $ | — | |||||
Accumulated depreciation: | $ | 7 | $ | 5 | |||||
Property and Equipment, net | $ | 22 | $ | — | |||||
Depreciation expenses for the years ended December 31, 2013 and 2012 amounted to $7 and $0, respectively. |
Loans_Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Loans Payable | ' |
NOTE 5 LOANS PAYABLE | |
In December 2005, the Company completed the private placement to certain accredited investors that commenced in April 2005 for the issuance of up to $1,544 of units of its securities, with each unit comprised of (i) the Company’s 18 month 8% promissory note (collectively, the "April 2005 Notes") and (ii) three year warrants (expired). As of December 31, 2013, the remaining outstanding April 2005 Notes principal and accrued interest totaled $641. The Company reached an agreement with the investors to extend the maturity date of loans totaling $280 for an additional 24 months to December 31, 2015. The remaining balance of $361 is past due. | |
In July 2006, the Company commenced a private placement of units of its securities, the (“Loan Notes”), with each unit comprised of (i) the Company’s 8% month promissory note due 12 months from the date of issuance and (ii) warrants, pursuant to which the Company raised $550 (the maximum amount that could be raised from this offering). As of December 31, 2013, approximately $183 in respect of the principal and accrued interest on these notes remains outstanding. These notes are past due. | |
On March 25, 2011, the Company and one of its stockholders entered into a loan agreement pursuant to which the stockholder loaned to the Company $50 for working capital purposes. The original maturity date of the loan was March 25, 2012. The loan continues to bear interest at a per annum rate of 8% and is now payable on demand. | |
In July, 2011, the Company received a $5 loan from an investor. The loan was scheduled to mature in June 2013 and bear interest at the rate of 8% per annum. The loan is past due. | |
In August and November, 2011, the Company received $75 and $200 from existing investors on account for loans. The loans were scheduled to mature in August and November 2013 and bear interest at the rate of 15% per annum. Principal and accrued interest is convertible into shares of the Company’s common stock at the option of the holder at the conversion price of $0.50 (post reverse stock split) per share. In August 2013, the Company issued to the investors warrants, exercisable through August and November, 2015, to purchase, in the aggregate, up to 45,833 shares of our common stock at a per share exercise price of $0.50. The Company reached an agreement with the investors to extend the maturity date of each loan for an additional 18 months to February and May 2015, respectively. | |
On January 31, 2012, the Company entered into a Securities Purchase Agreement with an investor pursuant to which it issued its 8% convertible promissory note in the principal amount of $50. The loan, together with accrued interest, was scheduled to mature on February 7, 2013. The Investor was entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. As of December 2012, the investor converted the outstanding balance of the principal and accrued interest into shares of Common Stock. | |
On March 22, 2012, the Company entered into Convertible Note Agreements with two investors pursuant to which the Company received $25 from each investor. The original maturity date of the Notes was originally scheduled for September 22, 2012. The Notes bear interest at a per annum rate of 20%. The Notes and accrued interest are convertible to common stock of the Company at a conversion rate of $0.50 (post reverse stock split) per share. The Company reached an agreement with the investors to extend the maturity date of each loan for an additional 18 months to February 21, 2015 and March 22, 2015. | |
On May 1, 2012, the Company entered into a Convertible Note Agreement with an investor pursuant to which the Company received $25. The maturity date of the Note was November 1, 2012. The note representing the advance bears interest at a per annum rate of 20%. The Note and accrued interest are convertible to common stock of the Company at a conversion rate of $0.50 (post reverse stock split) per share. The Company reached an agreement with the investor to extend the maturity date for an additional 18 months to May 1, 2015. | |
On June 19, 2012, the Company entered into a Convertible Note Agreement with an investor pursuant to which the Company received $50. The original maturity date of the note representing the advance was June 19, 2013. The Note bears interest at a per annum rate of 23%. The Note and accrued interest are convertible to common stock of the Company at a conversion rate of $0.50 (post reverse stock split) per share. The Company reached an agreement with the investor to extend the maturity date for 18 months to December 19, 2014. | |
On July 19, 2012, the Company entered into a Convertible Note Agreement with an investor pursuant to which the Company received $50. The original maturity date of the note representing the advance was July 19, 2013. The Note bears interest at a per annum rate of 23%. The Note and accrued interest are convertible to common stock of the Company at a conversion rate of $0.50 (post reverse stock split) per share. The Company reached an agreement with the investor to extend the maturity date for 18 months to January 19, 2015. | |
On July 25, 2012, the Company entered into a Convertible Note Agreement pursuant to which the Company received $32.5. The original maturity date of the note is July 25, 2013. The note bears interest at a per annum rate of 8%. Commencing January 25, 2013, the Investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. As of December 2013, the investor converted the balance of the principal and accrued interest into shares of Common Stock. | |
On August 23, 2012, the Company entered into a Convertible Note Agreement with an investor pursuant to which the Company received $50. The original maturity date of the note was August 23, 2013. The Note bears interest at a per annum rate of 23%. The Note and accrued interest are convertible to common stock of the Company at a conversion rate of $0.50 (post reverse stock split) per share. The Company reached an agreement with the investor to extend the maturity date for 18 months to February 23, 2015. | |
On August 27, 2012, the Company entered into a Loan Agreement with an investor pursuant to which the Company is to be advanced $29 in monthly installments ranging from $4 to $1 from August 2012 through June 2013. As of December 31, 2013, the Company received $21 pursuant to the loan agreement. The loan is due on demand and is non-interest bearing. | |
On November 20, 2012, the Company entered into a Convertible Note Agreement pursuant to which the Company received $32.5. The original maturity date of the note is October 31, 2013. The note bears interest at a per annum rate of 8%. Commencing May 20, 2013, the Investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. As of December 2013, the investor converted the outstanding balance of the principal and accrued interest into shares of Common Stock. | |
On January 4, 2013, the Company entered into a Convertible Note Agreement pursuant to which the Company received a loan in the principal amount of $32.5. The scheduled maturity date of the note is January 4, 2014. The note bears interest at a per annum rate of 8%. Commencing June 18, 2013, the investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. As of December 31, 2013 the outstanding balance of the principal and accrued interest was converted into shares of Common Stock. | |
On February 5, 2013, the Company entered into a Convertible Note Agreement pursuant to which the Company received an additional loan in the principal amount of $32.5 from the above referenced investor. The scheduled maturity date of the note is February 5, 2014. The note bears interest at a per annum rate of 8%. Commencing July 28, 2013, the Investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. As of December 31, 2013 the outstanding balance of the principal and accrued interest was converted into shares of Common Stock. | |
On April 12, 2013, the Company entered into a Convertible Note Agreement pursuant to which the Company received an additional loan in the principal amount of $32.5 from the above referenced investor. The scheduled maturity date of the note is April 12, 2014. The note bears interest at a per annum rate of 8%. Commencing October 9, 2013, the Investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. As of December 31, 2013, $15 of principal and accrued interest was converted into shares of Common Stock. | |
On December 27, 2013, the Company entered into definitive agreements with an accredited investor and a current shareholder of the Company, relating to a private placement of $250 in principal amount of the Company’s Convertible Promissory Note due December 28, 2015. The note was issued pursuant to a Subscription Agreement dated as of December 27, 2013 between the Company and the Investor. Interest on the Note accrues at the rate of 10% per annum and is payable in cash in arrears upon the earlier of (i) each six months from the date of the Note (ii) or the date of conversion or (iii) at maturity, whichever occurs first, and will continue to accrue until the Note is fully converted and/or paid in full. The Note is convertible into shares of the Company’s common stock at the Investor’s option at a conversion rate equal to the average of the closing price of the Common Stock for the ten consecutive trading days immediately proceeding the date a notice of conversion is delivered. The Investor may not exercise the conversion right if the shares issuable upon conversion, together with shares held by the Investor, exceed 9.99% of the then outstanding shares of the Company after such conversion and/or exercise. Under the terms of the Subscription Agreement, at any time that the Note (or any portion thereof) is converted, the Investor is to receive warrants, exercisable for two years following the date of issuance for Common Stock equal to 50% of the number of shares of Common Stock issued upon conversion of the Note (or any part thereof) at a per share warrant exercise price equal to twice the conversion price. |
Employees_And_Payroll_Accruals
Employees And Payroll Accruals | 12 Months Ended |
Dec. 31, 2013 | |
Employees And Payroll Accruals | ' |
Employees And Payroll Accruals | ' |
NOTE 6 EMPLOYEES AND PAYROLL ACCRUALS | |
The Company recorded liability to its employees in respect of unpaid salaries and employment benefits, which also includes accruals for salaries and benefits thereon that have been deferred since July 2008. On July 15, 2010, the Company issued to part of the employees three year warrants to purchase up to 345,000 shares of the Company’s Common Stock at a per share exercise price of $0.20 (post reverse stock split) in consideration of the waiver by such employees of amounts payable to them. As of December 31, 2013 and 2012, the Company’s liability to its employees in respect of unpaid salaries aggregated $622 and $563, respectively. |
Accrued_Expenses_And_Other_Lia
Accrued Expenses And Other Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Expenses And Other Liabilities | ' | ||||||||
Accrued Expenses And Other Liabilities | ' | ||||||||
NOTE 7 ACCRUED EXPENSES AND OTHER LIABILITIES | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Royalties to the office of the Chief Scientist | $ | 467 | $ | 386 | |||||
Other accrued expenses | 64 | 116 | |||||||
$ | 531 | $ | 502 | ||||||
Accrued_Severance_Pay
Accrued Severance Pay | 12 Months Ended |
Dec. 31, 2013 | |
Accrued Severance Pay | ' |
Accrued Severance Pay | ' |
NOTE 8 ACCRUED SEVERANCE PAY | |
The Company's liability for severance pay is calculated in accordance with Israeli law based on the most recent salary paid to employees and the length of employment in the Company. The Company's liability for severance pay has been fully provided for. Part of the liability is funded through individual insurance policies. These policies are assets of the Company and under labor agreements, subject to certain limitations, they may be transferred to the ownership of the beneficiary employees. | |
Severance pay expense for the year ended December 31, 2013 and 2012 amounted to $10 and $2, respectively. |
Capital_Transactions
Capital Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Capital Transactions | ' |
Capital Transactions | ' |
NOTE 9 CAPITAL TRANSACTIONS | |
Common Stock and Common Stock Equivalents | |
On January 11, 2012, warrants with an exercise price of $0.01 were exercised for 110,603 (post reverse stock split) of the Company’s shares of Common Stock. | |
On March 20, 2012, the Company issued 12,500 (post reverse stock split) shares to a former employee in consideration of the settlement of all amounts owed to the former employee. | |
During the year ended December 31, 2012, the Company issued 903,911 (post reverse stock split) shares of its Common Stock upon conversion of $94 in principal and accrued interest of convertible promissory notes. | |
On May 8, 2013, the Company entered into a Subscription Agreement with two accredited investors (the “Investors”), pursuant to which the Company sold and issued to the Investors (the “Private Placement”) a total of 500,000 (post reverse stock split) shares of the Company's Common Stock for proceeds of $227, net of issuance expenses. In connection with the Private Placement, warrants (the “Warrants”) for an additional 250,000 (post reverse stock split) shares of the Company’s Common Stock were issued to one of the Investors. The Warrants are exercisable through May 8, 2018 at a per share exercise price of $2.00 (post reverse stock split). | |
On May 29, 2013, the Company issued 118,332 (post reverse stock split) shares to satisfy an obligation to issue shares. | |
On December 9, 2013, the Company issued 150,000 (post reverse stock split) shares to a service provider for consulting services. The shares were valued at the market price on the date issued. | |
During the year ended December 31, 2013, the Company issued 1,713,743 (post reverse stock split) shares of its common stock upon conversion of $149 in principal and accrued interest of convertible promissory notes. | |
Series A Preferred Stock | |
On August 26, 2013, the Company designated 100 shares of its preferred stock as Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). Among other things, the Certificate of Designation for the Series A Preferred Stock provides that each one share of Series A Preferred Stock has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the "Numerator"), divided by (y) 0.49, minus (z) the Numerator. On August 26, 2013, the Company entered into a Preferred Stock Purchase Agreement pursuant to which it issued one hundred (100) shares of its Series A Preferred Stock to its Chief Executive Officer. The Series A Preferred Stock has no economic value and was issued solely for voting purposes. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2013 | |
DisclosureWarrantsAbstract | ' |
Warrants | ' |
NOTE 10 WARRANTS | |
On January 3, 2012, 45,833 (post reverse stock split) warrants were issued to an investor in conjunction with financing. The fair value of the warrants was calculated using Black-Scholes and the following assumptions, estimated life of 2.84 years remaining, volatility of 319%, risk free interest rate of 0.40%, and dividend yield of 0%. | |
On May 8, 2013, 12,500 (post reverse stock split) warrants were issued to an investor in conjunction with financing. The fair value of the warrants was calculated using Black-Scholes and the following assumptions, estimated life of 0.25 years remaining, volatility of 309%, risk free interest rate of 0.04%, and dividend yield of 0%. | |
On December 31, 2013, 160,000 warrants were issued to an investor in conjunction with financing. The fair value of the warrants was calculated using Black-Scholes and the following assumptions, estimated life of 0.25 years remaining, volatility of 400%, risk free interest rate of 0.07%, and dividend yield of 0%. |
Stockholders_Defeciency
Stockholders' Defeciency | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Stockholders Defeciency | ' | ||||||||||||||||||||||
Stockholders' Defeciency | ' | ||||||||||||||||||||||
NOTE 11 STOCKHOLDER'S DEFECIENCY | |||||||||||||||||||||||
Authorized Shares | |||||||||||||||||||||||
The Company has two classes of capital stock: common and preferred. As of December 31, 2013 and 2012, the Company had 100,000,000 shares of common stock authorized and 2,000,000 shares of preferred stock authorized both at $0.01 par value per share. | |||||||||||||||||||||||
The Company’s Board of Directors is authorized to issue from time to time up to 2 million shares of preferred stock in one or more series, and to fix for each such series such voting power and such designations, preferences, relative participating or other rights, redemption rights, conversion privileges and such qualifications or restrictions thereof as shall be adopted by the board and set forth in an amendment to the Company’s Certificate of Incorporation. Unless a vote of any shareholders is required pursuant to the rights of the holders of preferred stock then outstanding, the board may from time to time increase or decrease (but not below the number of shares of such series outstanding) the number of shares of any series of Preferred Stock subsequent to the issuance of shares of that series. | |||||||||||||||||||||||
Reverse Stock Split | |||||||||||||||||||||||
The Company declared a 1-for-20 reverse stock split with an effective date of October 7, 2013. All share and per share amounts and calculations in these financial statements have been retroactively adjusted to reflect the effects of the reverse stock split. | |||||||||||||||||||||||
Equity Incentive Plans | |||||||||||||||||||||||
In April 2005, the Company adopted the 2005 Equity Incentive Plan (the "2005 Plan"). A total of 87,500 (post reverse stock split) shares of Common Stock were originally reserved for issuance under the 2005 Plan. The 2005 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, bonus stock, awards in lieu of cash obligations, other stock-based awards and performance units. The 2005 Plan also permits cash payments under certain conditions. The compensation committee of the Board of Directors is responsible for determining the type of award, when and to who awards are granted, the number of shares and the terms of the awards and exercise prices. The options are exercisable for a period not to exceed ten years from the date of grant. Vesting periods range from immediately to four years. Under the 2005 plan options granted expire no later than the tenth anniversary from the date of the grant. | |||||||||||||||||||||||
In April 2005, the Company adopted the 2005 Non-Employee Directors Stock Option Plan (the "2005 Directors Plan") providing for the issuance of up to 20,000 (post reverse stock split) shares of Common Stock to non-employee directors. Under the 2005 Directors Plan, only non-qualified options may be issued and they will be exercisable for a period of up to six years from the date of grant. | |||||||||||||||||||||||
With respect to compensation expenses recorded in 2013 and 2012, relating to options granted through December 31, 2013, the Company applied the provisions of ASC 718-10, which require employee share-based equity awards to be accounted for under the fair value method, ASC 718-10 requires the use of an option pricing model for estimating fair value, which is then amortized to expense over the service periods. | |||||||||||||||||||||||
During 2013 and 2012 the Company recorded Stock-based compensation expenses in the amount of $0 and $503, respectively. | |||||||||||||||||||||||
The 2005 Plan and the Non-Employee Directors Plan authorized options exercisable into 95,000 (post reverse stock split) shares of common stock at an exercise price of $7.80. As of December 31, 2013, options for an aggregate of 6,500 (post reverse stock split) shares of Common Stock remain available for future grants under the Company’s 2005 Plan and 2005 Directors Plan. | |||||||||||||||||||||||
Stock Options: | |||||||||||||||||||||||
Options outstanding and exercisable at December 31, 2013 and 2012 (post reverse stock split): | |||||||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||
Amount of | Weighed | ||||||||||||||||||||||
Options | Average Exercise | ||||||||||||||||||||||
Price | |||||||||||||||||||||||
Outstanding at the beginning of the year | 77,500 | $ | 9.2 | ||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||
Outstanding at the end of the year | 77,500 | $ | 9.2 | ||||||||||||||||||||
Exercisable at the end of the year | 77,500 | $ | 9.2 | ||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||
Amount of | Weighed | ||||||||||||||||||||||
Options | Average Exercise | ||||||||||||||||||||||
Price | |||||||||||||||||||||||
Outstanding at the beginning of the year | 84,000 | $ | 8.4 | ||||||||||||||||||||
Forfeited | (6,500 | ) | 2.6 | ||||||||||||||||||||
Outstanding at the end of the year | 77,500 | $ | 9.2 | ||||||||||||||||||||
Exercisable at the end of the year | 77,500 | $ | 9.2 | ||||||||||||||||||||
The options outstanding as of December 31, 2013, have been separated into ranges of exercise price as follows: | |||||||||||||||||||||||
Range of | Options | Weighted | Weighted | Options | Weighted | ||||||||||||||||||
exercise price | outstanding | average | average | exercisable | average | ||||||||||||||||||
as of | remaining | exercise | as of | exercise price | |||||||||||||||||||
December | contractual | price | December 31, | of options | |||||||||||||||||||
31, 2013 | life (years) | 2013 | exercisable | ||||||||||||||||||||
$ | 2.6 | 33,700 | 3.48 | $ | 2.6 | 33,700 | $ | 2.6 | |||||||||||||||
$ | 3 | 6,650 | 4.83 | $ | 3 | 6,650 | $ | 3 | |||||||||||||||
$ | 12 | 24,150 | 1.73 | $ | 12 | 24,150 | $ | 12 | |||||||||||||||
$ | 15.6 | 5,000 | 1 | $ | 15.6 | 5,000 | $ | 15.6 | |||||||||||||||
$ | 17 | 3,000 | 2.8 | $ | 17 | 3,000 | $ | 17 | |||||||||||||||
$ | 37 | 5,000 | 2.8 | $ | 37 | 5,000 | $ | 37 | |||||||||||||||
77,500 | 2.8 | $ | 9.18 | 77,500 | $ | 9.18 | |||||||||||||||||
Stock warrants | |||||||||||||||||||||||
The Company has the following warrants outstanding (post reverse stock split): | |||||||||||||||||||||||
Issuance date | number of | Exercise | Exercisable | Exercisable | |||||||||||||||||||
warrants | price | as of | Through | ||||||||||||||||||||
issued | December | ||||||||||||||||||||||
31, 2013 | |||||||||||||||||||||||
2005-2010 (1) | 255,884 | 0.2 | 255,884 | December 2014-September 2015 | |||||||||||||||||||
2009 (2) | 5,000 | 16 | 5,000 | Dec-14 | |||||||||||||||||||
2011 (3) | 4,167 | 0.5 | 4,167 | May-14 | |||||||||||||||||||
2012 (4) | 45,833 | 0.5 | 45,833 | Oct-15 | |||||||||||||||||||
2013 (5) | 160,000 | 0.1 | 160,000 | Dec-19 | |||||||||||||||||||
2013 (6) | 12,500 | 2 | 12,500 | May-18 | |||||||||||||||||||
2013 (7) | 50,000 | 0.8 | 50,000 | May-18 | |||||||||||||||||||
-1 | Warrants issued to service providers 223,565, and ex-employees 32,319. | ||||||||||||||||||||||
-2 | Warrants issued to directors in lieu of outstanding fees owed to them. | ||||||||||||||||||||||
-3 | Warrants issued in connection with capital raise. | ||||||||||||||||||||||
-4 | Warrants issued to investors. | ||||||||||||||||||||||
-5 | Warrants issued to lenders in return for extended maturity dates. | ||||||||||||||||||||||
-6 | Warrants issued to investors. | ||||||||||||||||||||||
-7 | Warrants issued in connection with capital raise. | ||||||||||||||||||||||
Dividends | |||||||||||||||||||||||
The Company does not intend to pay cash dividends in the foreseeable future. |
Financial_Income_Expense
Financial Income (Expense) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Other Income and Expenses [Abstract] | ' | ||||||||
Financial Income (Expenses) | ' | ||||||||
NOTE 12 | FINANCIAL INCOME (EXPENSE) | ||||||||
Financial income (expense) are comprised of the following: | |||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||
Non-cash expenses related to convertible debt | $ | (103 | ) | $ | (89 | ) | |||
Non-cash expenses related to warrants to issue shares | 18 | 1 | |||||||
Interest in respect of debt instruments and liabilities | (126 | ) | (117 | ) | |||||
Exchange rate differences caused by fluctuations in the exchange rate with the New Israeli Sbekel ("NIS") on liabilities in NIS held by the subsidiary | (112 | ) | (30 | ) | |||||
Forgiven interest | — | 33 | |||||||
$ | (323 | ) | $ | (202 | ) |
Deferred_Taxes
Deferred Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Deferred Taxes | ' | ||||||||||
Deferred Taxes | ' | ||||||||||
NOTE 13 DEFERRED TAXES | |||||||||||
Measurement of taxable income under the Income Tax Law (Inflationary Adjustments), 1985: | |||||||||||
The results for tax purposes of the Israeli subsidiary are measured in terms of earnings in NIS. As explained in Note 3, the functional currency is the U.S. dollar. The Company has not provided deferred income taxes on the difference between the functional currency and the tax bases of assets and liabilities at the Israeli subsidiary. | |||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. | |||||||||||
In accordance with ASC 740-10, the components of deferred income taxes are as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Tax on net operating losses carryforward | $ | 6,030 | $ | 5,547 | |||||||
Less - valuation allowance | (6,030 | ) | (5,547 | ) | |||||||
$ | — | $ | — | ||||||||
The Company has provided valuation allowances in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that since the Company has a history of losses it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future. | |||||||||||
Net operating loss carryforwards as of December 31, 2013 and 2012 are as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Israel | $ | 10,749 | $ | 9,027 | |||||||
USA | 9,550 | 9,401 | |||||||||
Total | $ | 20,299 | $ | 18,428 | |||||||
Net operating losses in Israel may be carried forward indefinitely. Net operating losses in the U.S. are available through 2033. |
Commitments_And_Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies | ' |
Commitments And Contingencies | ' |
NOTE 14 COMMITMENTS AND CONTINGENCIES | |
Government of Israel | |
The Company’s wholly owned subsidiary, SPO Ltd., is committed to pay royalties to the Office of the Chief Scientist of the Government of Israel (“OCS”) on sales of products, the research and development of which the OCS has participated in by way of grants, up to the amount of 100%-150% of the grants received plus interest at dollar LIBOR. The royalties are payable at a rate of 3% for the first three years of product sales and 3.5% thereafter. The total amount of grants received or accrued, net of royalties paid or accrued, as of December 31, 2013 was $1.3 million. The refund of the grants is contingent upon the successful outcome of the research and development and the attainment of sales. The Company has no obligation to refund these grants, if sales are not generated. The financial risk is assumed completely by the OCS. The grants were received from the OCS on a project-by-project basis. If the project fails the Company has no obligation to repay any grant received for the specific unsuccessful or aborted project. As of December 31, 2013 and 2012 the Company has recorded a provision for $467 and $386, respectively, in royalties from sales of its products. Owing to the current financial situation of the Company, the Company has deferred these payments under an informal agreement with the OCS. | |
Contractual Undertaking to a Private Party | |
Under the Subscription Agreement dated December 27, 2013 referred to in Note 5, the Company agreed to pay to the Investor the amount of Five Dollars in respect of each baby monitor which incorporates the Company’s patented PulseOx technology that it sells and for which it receives payment, up to a maximum amount of $75 (the “Revenue Based Payment”). Additionally, 50% the aggregate amount of the Revenue Based Payment made during the term of the promissory note representing the advance made by such investor shall be applied to the amount outstanding under such note. Accordingly, upon payment or conversion, the amount being repaid or converted under the note will be reduced by an amount equal to 50% of the aggregate Revenue Based Payment actually made on or prior to the date of payment/conversion. |
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2013 | |
DisclosureSubsequentEventAbstract | ' |
Subsequent Event | ' |
NOTE 15 SUBSEQUENT EVENTS | |
On January 16, 2014, the Company issued 254,545 shares of its common stock upon conversion of convertible debt of $4.2. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Significant Accounting Policies Policies | ' | ||||||||
Principles Of Consolidation | ' | ||||||||
Principles of Consolidation: | |||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, SPO Ltd. All material inter-company accounts and transactions have been eliminated in consolidation. | |||||||||
Use Of Estimates | ' | ||||||||
Use of estimates: | |||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | |||||||||
Financial Statements In U.S. Dollars | ' | ||||||||
Financial statements in U.S. dollars: | |||||||||
The reporting currency of the Company is the U.S. dollar ("dollar"). The dollar is the functional currency of the Company. Transactions and balances originally denominated in dollars are presented at their original amounts. Non-dollar transactions and balances are remeasured into dollars in accordance with the principles set forth in Accounting Standards Codification (ASC) 830-10, "Foreign Currency Translation". All exchange gains and losses from remeasurement of monetary balance sheet items resulting from transactions in non-dollar currencies are recorded in the statement of operations as they arise. | |||||||||
Cash And Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents: | |||||||||
The Company considers all highly liquid investments originally purchased with maturities of three months or less to be cash equivalents. | |||||||||
Property And Equipment | ' | ||||||||
Property and Equipment: | |||||||||
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows: | |||||||||
Computer and peripheral equipment three - seven years | |||||||||
Office furniture and equipment seven - fifteen years | |||||||||
Leasehold improvement Over the term of the lease | |||||||||
In accordance with ASC 360-10, “Accounting for Impairment or Disposal of Long-Lived Assets”, management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. There were no impairment losses in the years ended December 31, 2013 and 2012. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue recognition: | |||||||||
The company generates revenues principally from manufacturing of products, on a subcontracted basis, and licensing of its core technology for non-medical market applications. Revenues are recognized when products are shipped and when the license fee is fixed, determinable and collectability is reasonably assured. | |||||||||
Research And Development Costs | ' | ||||||||
Research and development costs: | |||||||||
Research and development costs, net of government grants and participation by others, are charged to expenses as incurred. | |||||||||
Income Taxes | ' | ||||||||
Income taxes: | |||||||||
The Company accounts for income taxes in accordance with ASC 740-10, "Accounting for Income Taxes" This statement prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. | |||||||||
Fair Value Of Financial Instruments | ' | ||||||||
Fair value of financial instruments: | |||||||||
The financial instruments of the Company consist mainly of cash and cash equivalents, accounts payable and short-term loans. In view of their nature, the fair value of the Company’s financial instruments is usually identical or close to their carrying value. | |||||||||
Stock-Based Compensation | ' | ||||||||
Stock-based compensation: | |||||||||
Effective January 1, 2006, the Company adopted ASC 718, "Share-Based Payment" requiring that compensation cost relating to share-based payment awards made to employees and directors be recognized in the financial statements. The awards issued under Company's stock-based compensation plans to employees are described in Note 11, “Stockholder's Deficiency". The cost for such awards is measured at the grant date based on the calculated fair value of the award. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods (generally the vesting period of the equity award) in the Company's Consolidated Statement of Operations. | |||||||||
Stock-based compensation cost relating to stock options recognized in 2012 is based on the value of the portion of the award that is ultimately expected to vest. ASC 718-10 requires forfeitures to be estimated at the time of grant in order to estimate the portion of the award that will ultimately vest. Such portion is currently estimated at 0%, based on the Company's historical rates of forfeiture. | |||||||||
The following table summarizes the effects of stock-based compensation resulting from the application of ASC 718 and ASC 505-50 included in Statement of Operations: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Selling and marketing | $ | 9 | $ | 500 | |||||
General and administrative | — | 3 | |||||||
Financing | — | — | |||||||
$ | 9 | $ | 503 | ||||||
Under ASC 718-10, the fair market value of employee option grants was estimated on the date of grant using the “Black-Scholes option pricing” method with the following weighted-average assumptions: (1) expected life of 3 or 5 years (as per option's terms); (2) dividend yield of 0% (3) expected volatility of 273% (4) risk-free interest rate of approximately 0.4% in 2010. | |||||||||
On May 8, 2013, 50,000 (post reverse stock split) warrants were issued to a consultant. The fair value of the warrants in the amount of $9 was calculated using Black-Scholes and the following assumptions, estimated life of 0.25 years remaining, volatility of 309%, risk free interest rate of 0.04%, and dividend yield of 0%. | |||||||||
Basic And Diluted Net Loss Per Share | ' | ||||||||
Basic and diluted net loss per share: | |||||||||
Basic and diluted net loss per share is presented in accordance with ASC 260-10, "Earnings Per Share" for all periods presented. Basic and diluted net loss per share of Common Stock was determined by dividing net loss attributable to Common stock holders by weighted average number of shares of Common Stock outstanding during the period. Diluted net loss per share of Common Stock is the same as basic net loss per share of Common Stock for all periods presented as the effect of the Company's potential additional shares of Common Stock were anti-dilutive. | |||||||||
All outstanding stock options and warrants have been excluded from the calculation of the diluted net loss per share of Common Stock because all such securities are anti-dilutive since the Company reported losses for those years. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Significant Accounting Policies Tables | ' | ||||||||
Summary Of Effects Of Stock Based Compensation | ' | ||||||||
The following table summarizes the effects of stock-based compensation resulting from the application of ASC 718 and ASC 505-50 included in Statement of Operations: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Selling and marketing | $ | 9 | $ | 500 | |||||
General and administrative | — | 3 | |||||||
Financing | — | — | |||||||
$ | 9 | $ | 503 |
Property_And_Equipment_Tables
Property And Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property And Equipment Tables | ' | ||||||||
Schedule Of Property And Equipment | ' | ||||||||
PROPERTY AND EQUIPMENT | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Cost: | |||||||||
Office furniture and equipment | $ | 5 | $ | 5 | |||||
Automobile | $ | 24 | $ | — | |||||
Accumulated depreciation: | $ | 7 | $ | 5 | |||||
Property and Equipment, net | $ | 22 | $ | — |
Accrued_Expenses_And_Other_Lia1
Accrued Expenses And Other Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Expenses And Other Liabilities Tables | ' | ||||||||
Schedule Of Accrued Expenses And Other Liabilities | ' | ||||||||
ACCRUED EXPENSES AND OTHER LIABILITIES | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Royalties to the office of the Chief Scientist | $ | 467 | $ | 386 | |||||
Other accrued expenses | 64 | 116 | |||||||
$ | 531 | $ | 502 |
Stockholders_Defeciency_Tables
Stockholders' Defeciency (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Stockholders Defeciency Tables | ' | ||||||||||||||||||||||
Schedule Of Options Outstanding And Exercisable | ' | ||||||||||||||||||||||
Options outstanding and exercisable at December 31, 2013 and 2012 (post reverse stock split): | |||||||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||
Amount of | Weighed | ||||||||||||||||||||||
Options | Average Exercise | ||||||||||||||||||||||
Price | |||||||||||||||||||||||
Outstanding at the beginning of the year | 77,500 | $ | 9.2 | ||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||
Outstanding at the end of the year | 77,500 | $ | 9.2 | ||||||||||||||||||||
Exercisable at the end of the year | 77,500 | $ | 9.2 | ||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||
Amount of | Weighed | ||||||||||||||||||||||
Options | Average Exercise | ||||||||||||||||||||||
Price | |||||||||||||||||||||||
Outstanding at the beginning of the year | 84,000 | $ | 8.4 | ||||||||||||||||||||
Forfeited | (6,500 | ) | 2.6 | ||||||||||||||||||||
Outstanding at the end of the year | 77,500 | $ | 9.2 | ||||||||||||||||||||
Exercisable at the end of the year | 77,500 | $ | 9.2 | ||||||||||||||||||||
Summary Of Options Outstanding Separated Into Ranges Of Exercise Price | ' | ||||||||||||||||||||||
The options outstanding as of December 31, 2013, have been separated into ranges of exercise price as follows: | |||||||||||||||||||||||
Range of | Options | Weighted | Weighted | Options | Weighted | ||||||||||||||||||
exercise price | outstanding | average | average | exercisable | average | ||||||||||||||||||
as of | remaining | exercise | as of | exercise price | |||||||||||||||||||
December | contractual | price | December 31, | of options | |||||||||||||||||||
31, 2013 | life (years) | 2013 | exercisable | ||||||||||||||||||||
$ | 2.6 | 33,700 | 3.48 | $ | 2.6 | 33,700 | $ | 2.6 | |||||||||||||||
$ | 3 | 6,650 | 4.83 | $ | 3 | 6,650 | $ | 3 | |||||||||||||||
$ | 12 | 24,150 | 1.73 | $ | 12 | 24,150 | $ | 12 | |||||||||||||||
$ | 15.6 | 5,000 | 1 | $ | 15.6 | 5,000 | $ | 15.6 | |||||||||||||||
$ | 17 | 3,000 | 2.8 | $ | 17 | 3,000 | $ | 17 | |||||||||||||||
$ | 37 | 5,000 | 2.8 | $ | 37 | 5,000 | $ | 37 | |||||||||||||||
77,500 | 2.8 | $ | 9.18 | 77,500 | $ | 9.18 | |||||||||||||||||
Schedule Of Warrants Outstanding | ' | ||||||||||||||||||||||
The Company has the following warrants outstanding (post reverse stock split): | |||||||||||||||||||||||
Issuance date | number of | Exercise | Exercisable | Exercisable | |||||||||||||||||||
warrants | price | as of | Through | ||||||||||||||||||||
issued | December | ||||||||||||||||||||||
31, 2013 | |||||||||||||||||||||||
2005-2010 (1) | 255,884 | 0.2 | 255,884 | December 2014-September 2015 | |||||||||||||||||||
2009 (2) | 5,000 | 16 | 5,000 | Dec-14 | |||||||||||||||||||
2011 (3) | 4,167 | 0.5 | 4,167 | May-14 | |||||||||||||||||||
2012 (4) | 45,833 | 0.5 | 45,833 | Oct-15 | |||||||||||||||||||
2013 (5) | 160,000 | 0.1 | 160,000 | Dec-19 | |||||||||||||||||||
2013 (6) | 12,500 | 2 | 12,500 | May-18 | |||||||||||||||||||
2013 (7) | 50,000 | 0.8 | 50,000 | May-18 |
Financial_Income_Expenses_Tabl
Financial Income (Expenses) (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Other Income and Expenses [Abstract] | ' | ||||||||
Schedule Of Financial Expense | ' | ||||||||
Financial income (expense) are comprised of the following: | |||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||
Non-cash expenses related to convertible debt | $ | (103 | ) | $ | (89 | ) | |||
Non-cash expenses related to warrants to issue shares | 18 | 1 | |||||||
Interest in respect of debt instruments and liabilities | (126 | ) | (117 | ) | |||||
Exchange rate differences caused by fluctuations in the exchange rate with the New Israeli Sbekel ("NIS") on liabilities in NIS held by the subsidiary | (112 | ) | (30 | ) | |||||
Forgiven interest | — | 33 | |||||||
$ | (323 | ) | $ | (202 | ) |
Deferred_Taxes_Tables
Deferred Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Deferred Taxes Tables | ' | ||||||||||
Schedule Of Components Of Deferred Income Taxes | ' | ||||||||||
In accordance with ASC 740-10, the components of deferred income taxes are as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Tax on net operating losses carryforward | $ | 6,030 | $ | 5,547 | |||||||
Less - valuation allowance | (6,030 | ) | (5,547 | ) | |||||||
$ | — | $ | — | ||||||||
Schedule Of Net Operating Loss Carryforwards | ' | ||||||||||
Net operating loss carryforwards as of December 31, 2013 and 2012 are as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Israel | $ | 10,749 | $ | 9,027 | |||||||
USA | 9,550 | 9,401 | |||||||||
Total | $ | 20,299 | $ | 18,428 | |||||||
Significant_Accounting_Policie3
Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Significant Accounting Policies Details | ' | ' |
Selling and marketing | $9 | $500 |
General and administrative | ' | 3 |
Financing | ' | ' |
Stock-based compensation expenses related to employees | $9 | $503 |
Property_And_Equipment_Details
Property And Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Accumulated depreciation | $7 | $5 |
Property and Equipment, net | 22 | ' |
Office Furniture And Equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 5 | 5 |
Automobiles | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | $24 | ' |
Accrued_Expenses_And_Other_Lia2
Accrued Expenses And Other Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Expenses And Other Liabilities Details | ' | ' |
Royalties to the office of the chief scientist | $467 | $386 |
Other accrued expenses | 64 | 116 |
Accrued expenses and other liabilities | $531 | $502 |
Stockholders_Defeciency_Schedu
Stockholders' Defeciency (Schedule Of Options Outstanding And Exercisable) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Amount Of Options | ' | ' |
Outstanding at the beginning of the year | 77,500 | 84,000 |
Forfeited | ' | -6,500 |
Outstanding at the end of the year | 77,500 | 77,500 |
Options exercisable at end of year | 77,500 | 77,500 |
Weighted Average Exercise Price | ' | ' |
Outstanding at the beginning of the year | $9.20 | $8.40 |
Forfeited | ' | $2.60 |
Outstanding at the end of the year | $9.20 | $9.20 |
Options exercisable at end of year | $9.20 | $9.20 |
Stockholders_Defeciency_Summar
Stockholders' Defeciency (Summary Of Options Outstanding Separated Into Ranges Of Exercise Price) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Range Of Exercise Price - 2.60 | Range Of Exercise Price - 3.00 | Range Of Exerceise Price - 12.00 | Range Of Exercise Price - 15.60 | Range Of Exercise Price - 17.00 | Range Of Exercise Price - 37.00 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Range of exercise price | ' | ' | ' | $2.60 | $3 | $12 | $15.60 | $17 | $37 |
Options Outstanding | 77,500 | 77,500 | 84,000 | 33,700 | 6,650 | 24,150 | 5,000 | 3,000 | 5,000 |
Weighted Average Remaining Contractual Life | ' | ' | ' | '3 years 5 months 23 days | '4 years 9 months 29 days | '1 year 8 months 23 days | '1 year | '2 years 9 months 18 days | '2 years 9 months 18 days |
Weighted Average Excercise Price | $9.20 | $9.20 | $8.40 | $2.60 | $3 | $12 | $15.60 | $17 | $37 |
Options Excercisable | 77,500 | 77,500 | ' | 33,700 | 6,650 | 24,150 | 5,000 | 3,000 | 5,000 |
Weighted Average Excercise Price Of Options Exercisable | $9.20 | $9.20 | ' | $2.60 | $3 | $12 | $15.60 | $17 | $37 |
Stockholders_Defeciency_Schedu1
Stockholders' Defeciency (Schedule Of Warrants Outstanding) (Details) (USD $) | Dec. 31, 2013 |
Warrants Exercise Price - 0.20 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Warrants Issuance Date | '2005 - 2010 |
Number Of Warrants Issued | 255,884 |
Exercise Price | $0.20 |
Warrant Exercisable | 255,884 |
Warrant Exercisable Through | 'December 2014 - September 2015 |
Warrants Exercise Price - 16.00 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Warrants Issuance Date | '2009 |
Number Of Warrants Issued | 5,000 |
Exercise Price | $16 |
Warrant Exercisable | 5,000 |
Warrant Exercisable Through | 'December 2014 |
Warrants Exercise Price - 0.50 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Warrants Issuance Date | '2011 |
Number Of Warrants Issued | 4,167 |
Exercise Price | $0.50 |
Warrant Exercisable | 4,167 |
Warrant Exercisable Through | 'May 2014 |
Warrants Exercise Price - 0.50 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Warrants Issuance Date | '2012 |
Number Of Warrants Issued | 45,833 |
Exercise Price | $0.50 |
Warrant Exercisable | 45,833 |
Warrant Exercisable Through | 'October 2015 |
Warrants Exercise Price - 0.10 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Warrants Issuance Date | '2013 |
Number Of Warrants Issued | 160,000 |
Exercise Price | $0.10 |
Warrant Exercisable | 160,000 |
Warrant Exercisable Through | 'December 2019 |
Warrants Exercise Price - 2.00 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Warrants Issuance Date | '2013 |
Number Of Warrants Issued | 12,500 |
Exercise Price | $2 |
Warrant Exercisable | 12,500 |
Warrant Exercisable Through | 'May 2018 |
Warrants Exercise Price - 0.80 | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Warrants Issuance Date | '2013 |
Number Of Warrants Issued | 50,000 |
Exercise Price | $0.80 |
Warrant Exercisable | 50,000 |
Warrant Exercisable Through | 'May 2018 |
Financial_Income_Expenses_Deta
Financial Income (Expenses) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Financial Income Expenses Details | ' | ' |
Non-cash expenses related to convertible debt | $103 | $89 |
Non-cash expenses related to warrants to issue shares | -18 | 1 |
Interest in respect of debt instruments and liabilities | 126 | 117 |
Exchange rate differences caused by fluctuations in the exchange rate with the New Israeli Shekel ("NIS") on liabilities denominated in NIS held by the subsidiary | -112 | -30 |
Forgiven interest | ' | 33 |
Financial expense, net | ($323) | ($202) |
Deferred_Taxes_Schedule_Of_Com
Deferred Taxes (Schedule Of Components Of Deferred Income Taxes) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Taxes Schedule Of Components Of Deferred Income Taxes Details | ' | ' |
Tax on net operating losses carryforward | $6,030 | $5,547 |
Less - valuation allowance | 6,030 | 5,547 |
Deferred Tax Asset Net | ' | ' |
Deferred_Taxes_Schedule_Of_Net
Deferred Taxes (Schedule Of Net Operating Loss Carryforwards) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Operating Loss Carryforward | $20,299 | $18,428 |
ISRAEL | ' | ' |
Operating Loss Carryforward | 10,749 | 9,027 |
USA | ' | ' |
Operating Loss Carryforward | $9,550 | $9,401 |
General_Narrative_Details
General (Narrative) (Details) (SPO Medical Equipment Limited, USD $) | 0 Months Ended |
Apr. 21, 2005 | |
SPO Medical Equipment Limited | ' |
Business Acquisition [Line Items] | ' |
Outstanding capital stock acquired, percentage | 100.00% |
Common stock issued to former shareholders | 5,769,106 |
Common stock, price per share | $0.01 |
Forward subdivision of the company common stock issued and outstanding | 'Upon consummation of the Acquisition Transaction, the Company effectuated a forward subdivision of the Company's Common Stock issued and outstanding on a 2.65285:1 basis. |
Common stock acquired, percentage | 90.00% |
Significant_Accounting_Policie4
Significant Accounting Policies (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | 8-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Warrant | Options | Minimum | Maximum | Computer And Peripheral Equipment | Computer And Peripheral Equipment | Office Furniture And Equipment | Office Furniture And Equipment | Leasehold Improvements | ||
Options | Options | Minimum | Maximum | Minimum | Maximum | |||||
Cash and cash equivalents | 'The Company considers all highly liquid investments originally purchased with maturities of three months or less to be cash equivalents. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life of property and equipment | ' | ' | ' | ' | ' | '3 years | '7 years | '7 years | '15 years | ' |
Property and equipment terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Over the term of the lease |
Expected life | ' | '3 months | ' | '3 years | '5 years | ' | ' | ' | ' | ' |
Dividend yield | ' | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' |
Expected volatility | ' | 309.00% | 273.00% | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate | ' | 0.04% | 0.40% | ' | ' | ' | ' | ' | ' | ' |
Fair market value of option method | ' | 'Black-Scholes | 'Black-Scholes option pricing | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to a consultant | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants | ' | $9 | ' | ' | ' | ' | ' | ' | ' | ' |
Loans_Payable_Narrative_Detail
Loans Payable (Narrative) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Mar. 25, 2011 | Jan. 25, 2013 | Jul. 25, 2012 | 20-May-13 | Nov. 20, 2012 | Jun. 18, 2013 | Jan. 04, 2013 | Feb. 05, 2013 | Apr. 12, 2013 | Dec. 31, 2005 | Dec. 31, 2013 | Jul. 31, 2006 | Dec. 31, 2013 | Jul. 31, 2011 | Aug. 31, 2011 | Nov. 30, 2011 | Aug. 31, 2013 | Jan. 31, 2012 | Mar. 22, 2012 | Mar. 22, 2012 | 1-May-12 | Jun. 19, 2012 | Jul. 19, 2012 | Aug. 23, 2012 | Dec. 31, 2013 | Aug. 27, 2012 | Aug. 27, 2012 | Aug. 27, 2012 | Dec. 27, 2013 |
8% Loan From Stockholder - March 25, 2011 | Convertible Note Issued On July 25, 2012 | Convertible Note Issued On July 25, 2012 | Convertible Note Issued On November 20, 2012 | Convertible Note Issued On November 20, 2012 | Convertible Note Issue on January 04, 2013 | Convertible Note Issue on January 04, 2013 | Convertible Note Issued On February 05, 2013 | Convertible Note Issued on April 12, 2013 | 8% Promissory Note - April 2005 Notes | 8% Promissory Note - April 2005 Notes | 8% Promissory Note - Loan Notes | 8% Promissory Note - Loan Notes | 8% Loan From Investor - July 2011 | 15% Loan From Investor - August 2011 | 15% Loan From Investor - November 2011 | Issued To Investors Warrants, Exerciseble through August And November, 2015 | Convertible Promissory Notes Dated January 31, 2012 | Convertible Note Issued To Investor One On March 22, 2012 | Convertible Note Issued To Investor Two On March 22, 2012 | Convertible Note Issued On May 1, 2012 | Convertible Note Issued On June 19, 2012 | Convertible Note Issue on July 19, 2012 | Convertible Note Issued On August 23, 2012 | Loan Agreement With Investor On August 27, 2012 | Loan Agreement With Investor On August 27, 2012 | Loan Agreement With Investor On August 27, 2012 | Loan Agreement With Investor On August 27, 2012 | Convertible Note Issued on December 27, 2013 - Subscription Agreement | |
Minimum | Maximum | ||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,544 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payable on demand. | Commencing January 25, 2013, the Investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. | Commencing May 20, 2013, the Investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. | Commencing June 18, 2013, the investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. | Commencing July 28, 2013, the Investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. | Commencing October 9, 2013, the Investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. | Each unit comprised of (i) the Company’s 18 month 8% promissory note (collectively, the "April 2005 Notes") and (ii) three year warrants (expired). | Each unit comprised of (i) the Company’s 8% month promissory note due 12 months from the date of issuance and (ii) warrants, pursuant to which the Company raised $550 (the maximum amount that could be raised from this offering). | The Investor was entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. | The Note and accrued interest are convertible to common stock of the Company at a conversion rate of $0.50 (post reverse stock split) per share. | The Note is convertible into shares of the Company’s common stock at the Investor’s option at a conversion rate equal to the average of the closing price of the Common Stock for the ten consecutive trading days immediately proceeding the date a notice of conversion is delivered. The Investor may not exercise the conversion right if the shares issuable upon conversion, together with shares held by the Investor, exceed 9.99% of the then outstanding shares of the Company after such conversion and/or exercise. | |||||||||||||||||||
Remaining note outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 641 | ' | 183 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note extended maturity term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The Company reached an agreement with the investors to extend the maturity date of loans totaling $280 for an additional 24 months to December 31, 2015. The remaining balance of $361 is past due. | |||||||||||||||||||||||||||||
The Company reached an agreement with the investors to extend the maturity date of each loan for an additional 18 months to February and May 2015, respectively. | The Company reached an agreement with the investors to extend the maturity date of each loan for an additional 18 months to February 21, 2015 and March 22, 2015. | The Company reached an agreement with the investors to extend the maturity date of each loan for an additional 18 months to February 21, 2015 and March 22, 2015. | The Company reached an agreement with the investor to extend the maturity date for an additional 18 months to May 1, 2015. | The Company reached an agreement with the investor to extend the maturity date for 18 months to December 19, 2014. | The Company reached an agreement with the investor to extend the maturity date for 18 months to January 19, 2015. | The Company reached an agreement with the investor to extend the maturity date for 18 months to February 23, 2015. | |||||||||||||||||||||||
Loan received from investor | 50 | ' | 32,500 | ' | 32,500 | ' | 32,500 | 32,500 | 32,500 | ' | ' | ' | ' | 5 | 75 | 200 | ' | 50 | 25 | 25 | 25 | 50 | 50 | 50 | 21 | ' | ' | ' | 250 |
Loan maturity date | 25-Mar-12 | ' | 25-Jul-13 | ' | 31-Oct-13 | ' | 4-Jan-14 | 5-Feb-14 | 12-Apr-14 | ' | ' | ' | ' | 30-Jun-13 | 31-Aug-13 | 30-Nov-13 | ' | 7-Feb-13 | 22-Sep-12 | 22-Sep-12 | 1-Nov-12 | 19-Jun-13 | 19-Jul-13 | 23-Aug-13 | ' | ' | ' | ' | 28-Dec-15 |
Interest | 8.00% | ' | 8.00% | ' | 8.00% | ' | 8.00% | 8.00% | 8.00% | ' | ' | ' | ' | 8.00% | 15.00% | 15.00% | ' | 8.00% | 20.00% | 20.00% | 20.00% | 23.00% | 23.00% | 23.00% | ' | ' | ' | ' | 10.00% |
Debt conversion rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | $0.50 | ' | ' | ' | ' | $0.50 | $0.50 | $0.50 | ' | ' | ' | ' | ' | ' |
Warrant available | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,833 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant excercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument issuance date | ' | ' | 25-Jul-12 | ' | 20-Nov-12 | ' | 4-Jan-13 | 5-Feb-13 | 12-Apr-13 | ' | ' | ' | ' | ' | ' | ' | ' | 31-Jan-12 | 22-Mar-12 | 22-Mar-12 | 1-May-12 | 19-Jun-12 | 19-Jul-12 | 23-Aug-12 | ' | ' | ' | ' | 27-Dec-13 |
Debt monthly instalment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 4 | ' |
Loan amount agreed to advance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $29 | ' | ' | ' |
Loan term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The loan is due on demand and is non-interest bearing. Monthly installments ranging from $4 to $1 from August 2012 through June 2013. | Payable in cash in arrears upon the earlier of (i) each six months from the date of the Note (ii) or the date of conversion or (iii) at maturity, whichever occurs first, and will continue to accrue until the Note is fully converted and/or paid in full. | ||||||||||||||||||||||||||||
Debt subscription agreement term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Under the terms of the Subscription Agreement, at any time that the Note (or any portion thereof) is converted, the Investor is to receive warrants, exercisable for two years following the date of issuance for Common Stock equal to 50% of the number of shares of Common Stock issued upon conversion of the Note (or any part thereof) at a per share warrant exercise price equal to twice the conversion price. |
Employees_And_Payroll_Accruals1
Employees And Payroll Accruals (Narrative) (Details) (Warrant, USD $) | 0 Months Ended |
Jul. 15, 2010 | |
Warrant | ' |
Warrants issued to employees to purchase shares | 345,000 |
Excercise price of warrants post reverse stock split | $0.20 |
Capital_Transactions_Narrative
Capital Transactions (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 26, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 20, 2012 | Aug. 26, 2013 | 29-May-13 | Jan. 11, 2012 | Dec. 09, 2013 | 8-May-13 | Dec. 31, 2013 | 8-May-13 |
Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Convertible Promissory Note | Former Employee | Chief Executive Officer | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Warrants | |||
Series A Preferred Stock | Consulting Services | Private Placement - Two Accredited Investors | Convertible Promissory Note | Private Placement - One of the Two Accredited Investors | ||||||||||
Debt converted to stock | ' | ' | ' | ' | ' | 903,911 | ' | ' | ' | ' | ' | ' | 1,713,743 | ' |
Debt converted amount | $24 | $22 | ' | ' | ' | $94 | ' | ' | ' | ' | ' | ' | $149 | ' |
Proceeds from sale of common stock to investors, net of issuane expenses | $227 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $227 | ' | ' |
Shares issued others | ' | ' | ' | ' | ' | ' | ' | ' | 118,332 | ' | ' | ' | ' | 250,000 |
Shares issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' |
Shares issued for cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' |
Warrants exercisable date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8-May-18 |
Employee settlement through share | ' | ' | ' | ' | ' | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' |
Warrant exercised for common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,603 | ' | ' | ' | ' |
Warrants excercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | $2 |
Preferred stock voting rights | ' | ' | 'On August 26, 2013, the Company designated 100 shares of its preferred stock as Series A Preferred Stock, par value $0.01 per share (the Series A Preferred Stock&).Among other things, the Certificate of Designation for the Series A Preferred Stock provides that each one share of Series A Preferred Stock has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the "Numerator"), divided by (y) 0.49, minus (z) the Numerator. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock issued, share | ' | ' | ' | 100 | ' | ' | ' | 100 | ' | ' | ' | ' | ' | ' |
Warrants_Narrative_Details
Warrants (Narrative) (Details) | 0 Months Ended | 12 Months Ended | 0 Months Ended |
8-May-13 | Dec. 31, 2013 | Jan. 03, 2012 | |
Warrant | Warrant | Warrant | |
Warrant issued | 12,500 | 160,000 | 45,833 |
Fair Value Assumption and Methodology | ' | ' | ' |
Warrant fair value methodology | 'Black-Scholes | 'Black-Scholes Model | 'Black-Scholes Model |
Warrant estimated life | '3 months | '3 months | '2 years 10 months 2 days |
Warrant voltality | 309.00% | 400.00% | 319.00% |
Warrant risk free interest rate | 0.04% | 0.07% | 0.40% |
Warrant dividend yield | 0.00% | 0.00% | 0.00% |
Stockholders_Deficiency_Narrat
Stockholder's Deficiency (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2005 | Apr. 30, 2005 |
2005 Plan | 2005 Directors Plan | |||
Common stock originally reserved for issuance | ' | ' | 87,500 | 20,000 |
Common stock share exercisable | 77,500 | 77,500 | ' | 95,000 |
Common stock exercise price | ' | ' | ' | $7.80 |
Common stock shares available for future grants | ' | 6,500 | ' | ' |
Deferred_Taxes_Narratives_Deta
Deferred Taxes (Narratives) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
ISRAEL | ' |
Net operating loss carry forward | ' |
Net operating losses in Israel may be carried forward indefinitely. | |
USA | ' |
Net operating loss carry forward | ' |
Net operating losses in the U.S. are available through 2033. |
Commitments_And_Contingencies_
Commitments And Contingencies (Narrative) (Details) (SPO Ltd, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
SPO Ltd | ' | ' |
Commitment and contingencies terms | 'The Company's wholly owned subsidiary, SPO Ltd., is committed to pay royalties to the Office of the Chief Scientist of the Government of Israel (OCS) on sales of products, the research and development of which the OCS has participated in by way of grants, up to the amount of 100%-150% of the grants received plus interest at dollar LIBOR. The royalties are payable at a rate of 3% for the first three years of product sales and 3.5% thereafter. | ' |
Royalties form sales of product | $467 | $386 |
Net of royalties paid or accrued | $1,300 | ' |
Subsequent_Event_Narrative_Det
Subsequent Event (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Jan. 16, 2014 | |
Subsequent Event | |||
Common stock issued upon conversion of convertible debt, Shares | 204 | 94 | 254,545 |
Common stock issued upon conversion of convertible debt, Amount | ' | ' | $4,200 |