Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 14, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'SPO Global Inc | ' |
Entity Central Index Key | '0000716778 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
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 Common Stock, Shares Outstanding | ' | 6,418,368 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Interim_Consolidated
Condensed Interim Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
CURRENT ASSETS | ' | ' | ||
Cash and cash equivalents | $194 | $286 | ||
Prepaid expenses and other accounts receivable | 398 | 61 | ||
Total current assets | 592 | 347 | ||
LONG TERM INVESTMENTS | ' | ' | ||
Severance pay fund | 161 | 168 | ||
PROPERTY AND EQUIPMENT, NET | 19 | 22 | ||
Total net assets | 772 | 537 | ||
Current Liabilities | ' | ' | ||
Short-term loans | 1,633 | 700 | ||
Trade payables | 120 | 38 | ||
Employees and Payroll accruals | 851 | 774 | ||
Accrued expenses and other liabilities | 539 | 531 | ||
Total current liabilities | 3,143 | 2,043 | ||
Long-Term Liabilities | ' | ' | ||
Long-Term Loans | 489 | 882 | ||
Accrued severance pay | 268 | 271 | ||
Total long-term liabilities, | 757 | 1,153 | ||
STOCKHOLDERS' DEFICIENCY | ' | ' | ||
Common stock $0.01 par value- Authorized - 100,000,000 shares, issued and outstanding - 6,418,368 and 5,305,608 shares as at September 30, 2014 and December 31, 2013, respectively | 64 | [1] | 53 | [1] |
Additional paid-in capital | 18,974 | 18,971 | ||
Accumulated deficit | -22,166 | -21,683 | ||
Total stockholders' deficiency | -3,128 | -2,659 | ||
Total liabilities and stockholders' deficiency | 772 | 537 | ||
Series A Preferred Stock | ' | ' | ||
STOCKHOLDERS' DEFICIENCY | ' | ' | ||
Preferred stock $0.01 par value Authorized - 2,000,000 shares, issued and outstanding - 100 Series A shares at September 30, 2014 and December 31, 2013, respectively | ' | [2] | ' | [2] |
[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. | |||
[2] | Less than $1 |
Condensed_Interim_Consolidated1
Condensed Interim Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,418,368 | 5,305,608 |
Common stock, shares outstanding | 6,418,368 | 5,305,608 |
Series A Preferred Stock | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
Condensed_Interim_Consolidated2
Condensed Interim Consolidated Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
Revenues | $265 | $245 | $315 | $494 | ||||
Cost of revenues | 174 | 199 | 176 | 409 | ||||
Gross profit | 91 | 46 | 139 | 85 | ||||
Operating expenses | ' | ' | ' | ' | ||||
Research and development | 6 | ' | 12 | ' | ||||
Selling and marketing | 62 | 18 | 94 | 35 | ||||
General and administrative | 109 | 138 | 345 | 351 | ||||
Total operating expenses | 177 | 156 | 451 | 386 | ||||
Operating loss | -86 | -110 | -312 | -301 | ||||
Financial expense, net | -23 | -61 | -171 | -199 | ||||
Net Loss for the period | ($109) | ($171) | ($483) | ($500) | ||||
Basic and diluted loss per share | ($0.02) | [1] | ($0.04) | [1] | ($0.08) | [1] | ($0.13) | [1] |
Weighted average number of shares outstanding used in computation of basic loss per share | 6,301,428 | [1] | 4,671,544 | [1] | 5,920,970 | [1] | 3,744,787 | [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. |
Condensed_Interim_Consolidated3
Condensed Interim Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash Flows from Operating Activities | ' | ' |
Net Loss for the period | ($483) | ($500) |
Adjustments to reconcile loss to net cash used in operating activities: | ' | ' |
Depreciation | 3 | 8 |
Non-cash expenses related to convertible debt | 36 | 91 |
Non-cash (income) related to warrants to issue shares | ' | -18 |
Changes in assets and liabilities: | ' | ' |
Increase in accrued interest payable on loans | 93 | 52 |
(Increase) in prepaid expenses and other receivables | -337 | -10 |
Increase in trade payables | 82 | 118 |
Increase in accrued severance pay, net | 4 | 12 |
Increase in accrued expenses and other liabilities | 85 | 171 |
Net cash used in operating activities | -517 | -76 |
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 |
Proceeds from loan | 425 | 104 |
Net cash provided by financing activities | 425 | 317 |
Increase (decrease) in cash and cash equivalents | -92 | 212 |
Cash and cash equivalents at the beginning of the period | 286 | 24 |
Cash and cash equivalents at the end of the period | 194 | 236 |
Non cash transactions | ' | ' |
Conversion of convertible debt to shares | 14 | 135 |
Exercise of warrants in consideration of concession of debt | ' | 24 |
Discount on convertible notes recognized to beneficial conversion feature | ' | 80 |
Reduced exercise price of warrants in consideration of concession of debt | ' | 12 |
Supplemental Disclosure Of Cash Flow Information: | ' | ' |
Cash paid during the period for Interest | $106 | $59 |
General
General | 9 Months Ended | |
Sep. 30, 2014 | ||
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 | 9 Months Ended | |
Sep. 30, 2014 | ||
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 nine months ended September 30, 2014, resulted in a net loss of $483, and the Company’s balance sheet reflects a net stockholders’ deficit of $3,128. 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 operations 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 | 9 Months Ended | |
Sep. 30, 2014 | ||
Significant Accounting Policies | ' | |
Significant Accounting Policies | ' | |
NOTE 3 | SIGNIFICANT ACCOUNTING POLICIES | |
The accompanying un-audited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Rule 8-03 of Regulation S-X. These financial statements reflect all adjustments, consisting of normal recurring adjustments and accruals, which are, in the opinion of management, necessary for a fair presentation of the financial position of the Company as of September 30, 2014 and the results of operations and cash flows for the interim periods indicated in conformity with generally accepted accounting principles applicable to interim periods. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Operating results for the nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ended December 31, 2014. | ||
Certain prior years' amounts have been reclassified in conformity with current year's financial statements. |
Property_And_Equipment
Property And Equipment | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property And Equipment | ' | ||||||||
Property and Equipment | ' | ||||||||
NOTE 4 | PROPERTY AND EQUIPMENT | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(Unaudited) | |||||||||
Cost: | |||||||||
Office furniture and equipment | $ | 5 | $ | 5 | |||||
Automobile | $ | 24 | $ | 24 | |||||
Less accumulated depreciation: | $ | 10 | $ | 7 | |||||
Property and Equipment, net | $ | 19 | $ | 22 | |||||
Depreciation expense for the nine months ended September, 2014 amounted to $3. |
Loans_Payable
Loans Payable | 9 Months Ended | |
Sep. 30, 2014 | ||
Debt Disclosure [Abstract] | ' | |
Loans Payable | ' | |
NOTE 5 | LOANS PAYABLE | |
On April 12, 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 note was originally scheduled to mature on March 19, 2014. As of September 30, 2014, $28.7 of the loan principal was converted into 1,298,864 shares of Common Stock and the remaining balance in the amount of $3.8 was due and owing. The outstanding and unpaid principal amount continues to accrue interest at a per annum rate of 22% and are convertible, at the election of the holder, 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. | ||
On May 23, 2014, the Company entered into a loan agreement with an investor pursuant to which the Company received a loan in the principal amount of $175 to be used for order financing. The loan is interest-free. The principle amount of the loan with a $10 fee is repayable by September 30, 2014 and such loan may be pre-paid, at the option of the Company, without notice or penalty. If the loan is not repaid by the scheduled maturity date, the principle amount of the loan shall begin to accrue interest at a rate of 12% per annum from the maturity date until repayment in full. | ||
On July 1, 2014, the Company entered into a loan agreement with an investor pursuant to which the Company received a loan in the principal amount of $50 to be used for order financing. The loan is interest-free. The principle amount of the loan with a $4 fee is repayable by November 30, 2014 and may be pre-paid, at the option of the Company, without notice or penalty. If the loan is not repaid by the scheduled maturity date, the principle amount of the loan shall begin to accrue interest at a rate of 12% per annum from the maturity date until repayment in full. | ||
On August 1, 2014, the Company entered into a loan agreement with an investor pursuant to which the Company received a loan in the principal amount of $200 to be used for order financing. The loan is interest-free. The principle amount of the loan with a $16 fee is repayable by November 30, 2014 and may be pre-paid, at the option of the Company, without notice or penalty. If the loan is not repaid by the scheduled maturity date, the principle amount of the loan shall begin to accrue interest at a rate of 12% per annum from the maturity date until repayment in full. |
Financial_Expense
Financial Expense | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Other Income and Expenses [Abstract] | ' | ||||||||
Financial Expense | ' | ||||||||
NOTE 6 | FINANCIAL EXPENSE | ||||||||
Financial expense is comprised of the following: | |||||||||
Nine Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Non-cash expenses related to convertible debt | $ | (36 | ) | $ | (91 | ) | |||
Non-cash expenses related to warrants to issue shares | — | 18 | |||||||
Interest in respect of debt instruments and liabilities | (199 | ) | (111 | ) | |||||
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 | 64 | (15 | ) | ||||||
$ | (171 | ) | $ | (199 | ) |
Property_And_Equipment_Tables
Property And Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property And Equipment Tables | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(Unaudited) | |||||||||
Cost: | |||||||||
Office furniture and equipment | $ | 5 | $ | 5 | |||||
Automobile | $ | 24 | $ | 24 | |||||
Less accumulated depreciation: | $ | 10 | $ | 7 | |||||
Property and Equipment, net | $ | 19 | $ | 22 | |||||
Financial_Expense_Tables
Financial Expense (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Other Income and Expenses [Abstract] | ' | ||||||||
Schedule of Financial Expense | ' | ||||||||
Financial expense is comprised of the following: | |||||||||
Nine Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Non-cash expenses related to convertible debt | $ | (36 | ) | $ | (91 | ) | |||
Non-cash expenses related to warrants to issue shares | — | 18 | |||||||
Interest in respect of debt instruments and liabilities | (199 | ) | (111 | ) | |||||
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 | 64 | (15 | ) | ||||||
$ | (171 | ) | $ | (199 | ) | ||||
Property_And_Equipment_Details
Property And Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Less accumulated depreciation: | $10 | $7 |
Property and Equipment, net | 19 | 22 |
Office Furniture And Equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | 5 | 5 |
Automobile | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Cost | $24 | $24 |
Financial_Expense_Details
Financial Expense (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Financial Expense Details | ' | ' | ' | ' |
Non-cash expenses related to convertible debt | ' | ' | $36 | $91 |
Non-cash expenses related to warrants to issue shares | ' | ' | ' | -18 |
Interest in respect of debt instruments and liabilities | ' | ' | 199 | 111 |
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 | ' | ' | 64 | -15 |
Financial expense, net | ($23) | ($61) | ($171) | ($199) |
General_Narrative_Details
General (Narrative) (Details) (USD $) | 0 Months Ended | |
Oct. 07, 2013 | 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 acquisition percentage | ' | 90.00% |
Reverse stock split | ' | ' |
1-for-20 |
Loans_Payable_Narrative_Detail
Loans Payable (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Apr. 12, 2013 | 23-May-14 | Jul. 01, 2014 | Aug. 01, 2014 | |
Convertible Note Issued On April 12, 2013 | Convertible Note Issued On April 12, 2013 | Loan Payable Issued on May 23, 2014 | Loan Payable Issued On July 1, 2014 | Loan Payable On August 1, 2014 | |||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible note | ' | ' | ' | $32,500 | $175,000 | ' | ' |
Loan maturity date | ' | ' | ' | 19-Mar-14 | 30-Sep-14 | 30-Nov-14 | 30-Nov-14 |
Debt instrument converted into shares, value | ' | 24,000 | 28,700 | ' | ' | ' | ' |
Debt instrument converted into shares | ' | ' | 1,298,864 | ' | ' | ' | ' |
Remaining note outstanding | ' | ' | 3,800 | ' | ' | ' | ' |
Debt instrument interest rate | ' | ' | 22.00% | ' | ' | ' | ' |
Debt instrument conversion term | ' | ' | ' | ' | ' | ' | ' |
The election of the holder, 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. | |||||||
Debt instrument description | ' | ' | ' | ' | ' | ' | ' |
The principle amount of the loan with a $4 fee is repayable by November 30, 2014 and may be pre-paid, at the option of the Company, without notice or penalty. If the loan is not repaid by the scheduled maturity date, the principle amount of the loan shall begin to accrue interest at a rate of 12% per annum from the maturity date until repayment in full. | The principle amount of the loan with a $16 fee is repayable by November 30, 2014 and may be pre-paid, at the option of the Company, without notice or penalty. If the loan is not repaid by the scheduled maturity date, the principle amount of the loan shall begin to accrue interest at a rate of 12% per annum from the maturity date until repayment in full. | ||||||
The loan is interest-free. The principle amount of the loan with a $10 fee is repayable by September 30, 2014 and may be pre-paid, at the option of the Company, without notice or penalty. If the loan is not repaid by the scheduled maturity date, the principle amount of the loan shall begin to accrue interest at a rate of 12% per annum from the maturity date until repayment in full. | |||||||
Interst of loan terms | ' | ' | ' | ' | ' | ' | ' |
The loan is interest-free. | The loan is interest-free. | ||||||
Loan received from investor | ' | ' | ' | ' | ' | $50,000 | $200,000 |