Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Viewbix Inc. | |
Entity Central Index Key | 0000797542 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,201,669 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 166 | $ 51 | |
Restricted cash | 2 | ||
Trade receivables | 15 | ||
Prepaid expenses | 3 | 7 | |
Other accounts receivable | 61 | 78 | |
Total current assets | 230 | 153 | |
NON CURRENT ASSETS | |||
Property and equipment, net | 5 | 5 | |
Total assets | 235 | 158 | |
CURRENT LIABILITIES | |||
Trade payables | 43 | 19 | |
Payable to parent company | 1,336 | 789 | |
Other accounts payables and accrued liabilities | 167 | 25 | |
Total current liabilities | 1,546 | 833 | |
Commitments and contingencies | |||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||
Total temporary equity | [1] | 46 | |
Share Capital | |||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding at September 30, 2019 | [1] | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 31,201,669 shares issued and outstanding at September 30, 2019 and 273,049 December 31, 2018 | [1] | 3 | 1 |
Additional paid-in capital | [1] | 13,015 | 12,872 |
Accumulated deficit | [1] | (14,329) | (13,594) |
Total stockholders' deficit | [1] | (1,311) | (721) |
Total liabilities, temporary equity and stockholders' deficit | 235 | 158 | |
Preferred Stock A-1 [Member] | |||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||
Total temporary equity | [1] | ||
Preferred Stock A-2 [Member] | |||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||
Total temporary equity | [1] | 10 | |
Preferred Stock B [Member] | |||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||
Total temporary equity | [1] | 9 | |
Prefered Stock C [Member] | |||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||
Total temporary equity | [1] | 15 | |
Preferred Stock C-1 [Member] | |||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||
Total temporary equity | [1] | 11 | |
Preferred Stock C-2 [Member] | |||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||
Total temporary equity | [1] | $ 1 | |
[1] | The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 | |
Temporary equity, shares authorized | 24,989,502 | ||
Temporary equity, shares issued | 20,008,036 | ||
Temporary equity, shares outstanding | 20,008,036 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 490,000,000 | 490,000,000 | [1] |
Common stock, shares issued | 31,201,669 | 31,201,669 | [1] |
Common stock, shares outstanding | 273,049 | 273,049 | [1] |
Preferred Stock A-1 [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 199,929 | [1] | |
Temporary equity, shares issued | 199,870 | [1] | |
Temporary equity, shares outstanding | 199,870 | [1] | |
Preferred Stock A-2 [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 4,881,762 | [1] | |
Temporary equity, shares issued | 4,881,654 | [1] | |
Temporary equity, shares outstanding | 4,881,654 | [1] | |
Preferred Stock B [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 4,556,154 | [1] | |
Temporary equity, shares issued | 4,556,094 | [1] | |
Temporary equity, shares outstanding | 4,556,094 | [1] | |
Prefered Stock C [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 12,141,116 | [1] | |
Temporary equity, shares issued | 7,222,305 | [1] | |
Temporary equity, shares outstanding | 7,222,305 | [1] | |
Preferred Stock C-1 [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 2,756,158 | [1] | |
Temporary equity, shares issued | 2,755,706 | [1] | |
Temporary equity, shares outstanding | 2,755,706 | [1] | |
Preferred Stock C-2 [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 454,383 | [1] | |
Temporary equity, shares issued | 392,407 | [1] | |
Temporary equity, shares outstanding | 392,407 | [1] | |
[1] | The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Income Statement [Abstract] | |||||
Revenues | $ 63 | $ 44 | $ 139 | $ 193 | |
Cost of revenues | 1 | 9 | 4 | 65 | |
Gross profit | 62 | 35 | 135 | 128 | |
Expenses: | |||||
Research and development | 82 | 93 | 170 | 193 | |
Sales and marketing | 57 | 64 | 199 | 144 | |
General and administrative | 190 | 53 | 422 | 101 | |
Total operating expenses | 329 | 210 | 791 | 438 | |
Loss from operations | (267) | (175) | (656) | (310) | |
Finance income | 1 | 4 | |||
Finance expense | (22) | (15) | (64) | (1) | |
Loss Before taxes on income | (288) | (190) | (716) | (311) | |
Taxes on income | (4) | 19 | |||
Net Loss | $ (284) | $ (190) | $ (735) | $ (311) | |
Basic and diluted net loss per share: | $ (0.01) | $ (0.70) | $ (0.09) | $ (1.14) | |
Weighted average shares outstanding - basic and diluted | [1] | 23,044,670 | 273,049 | 7,891,496 | 273,049 |
[1] | The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Preferred Stock A-1 [Member] | Preferred Stock A-2 [Member] | Preferred Stock B [Member] | Prefered Stock C [Member] | Preferred Stock C-1 [Member] | Preferred Stock C-2 [Member] | Total Temporary Equity [Member] | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Stockholders' Deficit [Member] | Total | ||||||||
Temporary equity, balance at Dec. 31, 2017 | [1] | $ 10 | $ 9 | $ 15 | $ 11 | $ 392,407 | $ 45 | ||||||||||||
Temporary equity, balance, shares at Dec. 31, 2017 | 199,870 | 4,881,654 | 4,556,094 | 7,222,305 | 2,755,706 | ||||||||||||||
Balance at Dec. 31, 2017 | $ 1 | $ 12,623 | $ (13,019) | $ (395) | |||||||||||||||
Balance, shares at Dec. 31, 2017 | 273,049 | ||||||||||||||||||
Net loss | (121) | (121) | |||||||||||||||||
Temporary equity, balance at Jun. 30, 2018 | [1] | $ 10 | $ 9 | $ 15 | $ 11 | $ 392,407 | 45 | ||||||||||||
Temporary equity, balance, shares at Jun. 30, 2018 | 199,870 | 4,881,654 | 4,556,094 | 7,222,305 | 2,755,706 | ||||||||||||||
Balance at Jun. 30, 2018 | $ 1 | 12,623 | (13,140) | (516) | |||||||||||||||
Balance, shares at Jun. 30, 2018 | 273,049 | ||||||||||||||||||
Temporary equity, balance at Dec. 31, 2017 | [1] | $ 10 | $ 9 | $ 15 | $ 11 | $ 392,407 | 45 | ||||||||||||
Temporary equity, balance, shares at Dec. 31, 2017 | 199,870 | 4,881,654 | 4,556,094 | 7,222,305 | 2,755,706 | ||||||||||||||
Balance at Dec. 31, 2017 | $ 1 | 12,623 | (13,019) | (395) | |||||||||||||||
Balance, shares at Dec. 31, 2017 | 273,049 | ||||||||||||||||||
Net loss | (311) | ||||||||||||||||||
Temporary equity, balance at Sep. 30, 2018 | [1] | $ 10 | $ 9 | $ 15 | $ 11 | $ 392,407 | 45 | ||||||||||||
Temporary equity, balance, shares at Sep. 30, 2018 | 199,870 | 4,881,654 | 4,556,094 | 7,222,305 | 2,755,706 | ||||||||||||||
Balance at Sep. 30, 2018 | $ 1 | 12,623 | (13,330) | (706) | |||||||||||||||
Balance, shares at Sep. 30, 2018 | 273,049 | ||||||||||||||||||
Temporary equity, balance at Jun. 30, 2018 | [1] | $ 10 | $ 9 | $ 15 | $ 11 | $ 392,407 | 45 | ||||||||||||
Temporary equity, balance, shares at Jun. 30, 2018 | 199,870 | 4,881,654 | 4,556,094 | 7,222,305 | 2,755,706 | ||||||||||||||
Balance at Jun. 30, 2018 | $ 1 | 12,623 | (13,140) | (516) | |||||||||||||||
Balance, shares at Jun. 30, 2018 | 273,049 | ||||||||||||||||||
Net loss | (190) | (190) | |||||||||||||||||
Temporary equity, balance at Sep. 30, 2018 | [1] | $ 10 | $ 9 | $ 15 | $ 11 | $ 392,407 | 45 | ||||||||||||
Temporary equity, balance, shares at Sep. 30, 2018 | 199,870 | 4,881,654 | 4,556,094 | 7,222,305 | 2,755,706 | ||||||||||||||
Balance at Sep. 30, 2018 | $ 1 | 12,623 | (13,330) | (706) | |||||||||||||||
Balance, shares at Sep. 30, 2018 | 273,049 | ||||||||||||||||||
Temporary equity, balance at Dec. 31, 2018 | [1] | $ 10 | [1] | $ 9 | [1] | $ 15 | [1] | $ 11 | [1] | $ 1 | [1] | 46 | $ 46 | [1] | |||||
Temporary equity, balance, shares at Dec. 31, 2018 | 199,870 | [1] | 4,881,654 | [1] | 4,556,094 | [1] | 7,222,305 | [1] | 2,755,706 | [1] | 392,407 | [1] | 20,008,036 | ||||||
Balance at Dec. 31, 2018 | $ 1 | 12,872 | (13,594) | $ (721) | [1] | ||||||||||||||
Balance, shares at Dec. 31, 2018 | 273,049 | ||||||||||||||||||
Net loss | (451) | (451) | |||||||||||||||||
Temporary equity, balance at Jun. 30, 2019 | [1] | $ 10 | $ 9 | $ 15 | $ 11 | $ 392,407 | 46 | ||||||||||||
Temporary equity, balance, shares at Jun. 30, 2019 | 199,870 | 4,881,654 | 4,556,094 | 7,222,305 | 2,755,706 | 1 | |||||||||||||
Balance at Jun. 30, 2019 | $ 1 | 12,872 | (14,045) | (1,172) | |||||||||||||||
Balance, shares at Jun. 30, 2019 | 273,049 | ||||||||||||||||||
Temporary equity, balance at Dec. 31, 2018 | [1] | $ 10 | [1] | $ 9 | [1] | $ 15 | [1] | $ 11 | [1] | $ 1 | [1] | 46 | $ 46 | [1] | |||||
Temporary equity, balance, shares at Dec. 31, 2018 | 199,870 | [1] | 4,881,654 | [1] | 4,556,094 | [1] | 7,222,305 | [1] | 2,755,706 | [1] | 392,407 | [1] | 20,008,036 | ||||||
Balance at Dec. 31, 2018 | $ 1 | 12,872 | (13,594) | $ (721) | [1] | ||||||||||||||
Balance, shares at Dec. 31, 2018 | 273,049 | ||||||||||||||||||
Net loss | (735) | ||||||||||||||||||
Temporary equity, balance at Sep. 30, 2019 | [1] | ||||||||||||||||||
Temporary equity, balance, shares at Sep. 30, 2019 | |||||||||||||||||||
Balance at Sep. 30, 2019 | $ 3 | 13,015 | (14,329) | $ (1,311) | [1] | ||||||||||||||
Balance, shares at Sep. 30, 2019 | 31,201,669 | ||||||||||||||||||
Temporary equity, balance at Jun. 30, 2019 | [1] | $ 10 | $ 9 | $ 15 | $ 11 | $ 392,407 | 46 | ||||||||||||
Temporary equity, balance, shares at Jun. 30, 2019 | 199,870 | 4,881,654 | 4,556,094 | 7,222,305 | 2,755,706 | 1 | |||||||||||||
Balance at Jun. 30, 2019 | $ 1 | 12,872 | (14,045) | (1,172) | |||||||||||||||
Balance, shares at Jun. 30, 2019 | 273,049 | ||||||||||||||||||
Effect of reverse recapitalization | [1] | $ (10) | $ (9) | $ (15) | $ (11) | $ (392,407) | (46) | $ 2 | 143 | 145 | |||||||||
Effect of reverse recapitalization, shares | (199,870) | (4,881,654) | (4,556,094) | (7,222,305) | (2,755,706) | (1) | 30,928,620 | ||||||||||||
Net loss | (284) | (284) | |||||||||||||||||
Temporary equity, balance at Sep. 30, 2019 | [1] | ||||||||||||||||||
Temporary equity, balance, shares at Sep. 30, 2019 | |||||||||||||||||||
Balance at Sep. 30, 2019 | $ 3 | $ 13,015 | $ (14,329) | $ (1,311) | [1] | ||||||||||||||
Balance, shares at Sep. 30, 2019 | 31,201,669 | ||||||||||||||||||
[1] | The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 25, 2019 | |
Cash flows from operating activities | |||||
Net loss for the period | $ (284) | $ (190) | $ (735) | $ (311) | |
Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities: | |||||
Depreciation | 1 | 1 | 2 | ||
Changes in assets and liabilities: | |||||
Decrease in trade receivables and prepaid expenses | 3 | 7 | 19 | 28 | |
Decrease (increase) in other accounts receivable | (2) | 37 | |||
Increase (decrease) in trade payables | (17) | (25) | 13 | (46) | |
Increase (decrease) in other accounts payables and accrued liabilities | (6) | (14) | 58 | (62) | |
Increase in payable to parent company | 262 | 223 | 547 | 437 | |
Net cash provided by (used in) operating activities | (44) | 2 | (60) | 48 | |
Cash flows from investing activities | |||||
Purchase of property and equipment | (2) | (2) | |||
Proceeds from sale of property and equipment | 1 | 1 | |||
Net cash used in investing activities | (1) | (1) | |||
Cash flows from financing activities | |||||
Cash acquired in connection with the reverse recapitalization | 174 | 174 | |||
Net cash provided by financing activities | 174 | 174 | |||
Increase in cash and cash equivalents and restricted cash | 130 | 2 | 113 | 48 | |
Cash and cash equivalents and restricted cash at the beginning of the period | 36 | 70 | 53 | 24 | |
Cash and cash equivalents and restricted cash at the end of the period | $ 166 | $ 72 | $ 166 | $ 72 | |
Assets acquired (liabilities assumed): | |||||
Current assets excluding cash and cash equivalents | $ 20 | ||||
Current liabilities | (95) | ||||
Reverse recapitalization effect on equity | (99) | ||||
Cash acquired in connection with Recapitalization Transaction | $ 174 |
The Company and Significant Acc
The Company and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
The Company and Significant Accounting Policies | Note 1. The Company and Significant Accounting Policies. Organizational Background: Viewbix Inc. (formerly known as Virtual Crypto Technologies, Inc.) (the “Company” or the “Registrant”) was incorporated in the State of Ohio in 1989 under a predecessor name, Zaxis International, Inc. (“Zaxis”). On August 25, 1995, Zaxis merged with a subsidiary of The InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International, Inc. and the Company was reincorporated in Delaware under the name of Zaxis International, Inc. On December 30, 2014, Zaxis entered into an agreement with Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”). On March 16, 2015, Zaxis and Emerald Israel executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary. Emerald Israel was engaged in the business of developing Emerald Israel’s DermaCompare technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and analytics for the detection of skin cancer. On January 29, 2018, the Company ceased the DermaCompare operations of its former subsidiary. On January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (the “Subsidiary”), to develop and market software and hardware products facilitating, allowing and supporting purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices. Transaction with Algomizer Ltd (the “Recapitalization Transaction”) On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Algomizer Ltd. (TASE:ALMO), a company organized under the laws of the State of Israel (“Algomizer”), pursuant to which on the Closing Date, as defined below, Algomizer assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd. (“Viewbix Israel”) to the Company in exchange for shares of restricted common stock of the Company, representing 65% of the issued and outstanding share capital of the Company on a fully diluted basis as of the Closing Date excluding certain warrants to purchase shares of the Company’s common stock expiring in 2020 and additional warrants as further described below. In addition, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Algomizer an additional 1,642,193 shares of restricted common stock of the Company representing 5% of the Fully Diluted Share Capital immediately following the Closing Date. On July 24, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware reflecting its name change from Virtual Crypto Technologies, Inc. to Viewbix Inc. to reflect its new operations and business focus and, effective on August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol was changed from VRCP to VBIX on the OTCQB. On July 25, 2019 (the “Closing Date”), the Company issued 20,281,085 shares of its common stock to Algomizer in consideration for 99.83% holdings in Viewbix Israel, and 3,434,889 shares of its common stock to holders of convertible notes which were converted upon the Closing Date. The shares of common stock were issued under Regulation S. The Company also issued a total of 7,298,636 warrants to Algomizer to purchase the Company’s common stock, whereby (i) 3,649,318 of such warrants have an exercise price of $0.48, and (ii) 3,649,318 of such warrants have an exercise price of $0.80. As a result of the Recapitalization Transaction, Viewbix Israel became a wholly owned subsidiary of the Company. As the shareholders of Viewbix Israel received the largest ownership interest in the Company, Viewbix Israel was determined to be the “accounting acquirer” in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Viewbix Israel. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. The Company and its subsidiaries are collectively referred to as the “Company”. Viewbix Israel was incorporated on February 2006 in Israel. The Company has developed an interactive video platform based on Software as a Service (“SaaS”) business model with interactive elements, and the ability to collect and analyze information about each interactive action performed during the viewing of the video clip. The interactive elements and information gathered, allowing the advertiser to analyze user viewing habits and optimize real-time throughout the campaign while increasing the effectiveness of online and live video advertising. Going Concern: The Company has incurred $735 in net loss for the nine months ended September 30, 2019, has $1,311 stockholders’ deficit as of September 30, 2019 and $721 in total stockholders’ deficit as of December 31, 2018 and $60 in negative cash flows from operations for the nine months ended September 30, 2019. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. Basis of Presentation and Significant Accounting Policies: The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. The financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the period. However, these results are not necessarily indicative of results for any other interim period or for the full fiscal year. The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and accompanying notes of Viewbix Israel for the year ended December 31, 2018. The result of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results expected for the full fiscal year or any other future period. |
Other Accounts Receivables
Other Accounts Receivables | 9 Months Ended |
Sep. 30, 2019 | |
Credit Loss [Abstract] | |
Other Accounts Receivables | Note 2. Other Accounts receivables Composition: As of September 30 As of December 31 2 0 1 9 2 0 1 8 Unaudited Government authorities $ 44 $ 78 Other 17 - $ 61 $ 78 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 Property and equipment Composition: As of September 30 As of December 31 2 0 1 9 2 0 1 8 Unaudited Cost: Computers and related equipment $ 36 $ 34 Office furniture and equipment 8 9 44 43 Accumulated depreciation 39 38 Net book value $ 5 $ 5 |
Other Accounts Payable and Accr
Other Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Other Accounts Payable and Accrued Liabilities | Note 4 Other accounts payable and accrued liabilities Composition: As of As of 2 0 1 9 2 0 1 8 Unaudited Other payables and deferred revenues $ 62 $ 25 Other 105 - $ 167 $ 25 |
Temporary Equity and Stockholde
Temporary Equity and Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Temporary Equity and Stockholders' Deficit | Note 5. Temporary Equity Stockholders’ deficit. Composition As of September 30 As of December 31 2019 2018 (*) Authorized Issued and outstanding Authorized Issued and outstanding Unaudited Number of shares Ordinary shares 490,000,000 31,201,669 490,000,000 273,049 Temporary Equity Preferred A-1 shares - - 199,929 199,870 Preferred A-2 shares - - 4,881,762 4,881,654 Preferred B shares - - 4,556,154 4,556,094 Preferred C shares - - 12,141,116 7,222,305 Preferred C-1 shares - - 2,756,158 2,755,706 Preferred C-2 shares - - 454,383 392,407 - - 24,989,502 20,008,036 (*) The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. Voting rights: Ordinary shares confer the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution of dividends and to equally participate, on share basis, in distribution of excess of assets and funds from the Company and they shall not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights. A preferred shareholder shall have one vote for each ordinary share that would have been received if preference shares had been converted into ordinary shares. Preferred shares: Preferred shares may be converted into ordinary shares at any time. The preferred shares shall be automatically converted into ordinary shares if (a) the holders of at least (i) 67% (sixty seven percent) of the issued and outstanding Preferred C/C-1 shares, (ii) a majority of the issued and outstanding Preferred B shares, and (iii) a majority of the issued and outstanding Preferred A shares, so agree in writing; or (b) in the event of an IPO. The conversion price for any class or series of preferred share shall be subject to adjustment, as follows: at any time, upon each issuance or deemed issuance by the Company of any new securities at a price per share less than the applicable conversion price in effect on the date of and immediately prior to the issuance of such new securities, the conversion price shall be reduced. Preferred shares have priority in the distribution of dividends and upon liquidation in accordance with the Company’s Articles of Association (“AOA”). These rights may be changed if a meeting of the Company’s stockholders gather up and decides on a change of regulations in this context. The preference mechanism for liquidation and the distribution of dividends gives priority to the most recent preferred stockholders. The preferred shares are convertible into 16,199,520 ordinary shares of the Company. Redemption The Company’s AOA do not provide redemption rights to the holders of the preferred shares. In the event of a liquidation event, all the funds and assets of the Company available for distribution among all the stockholders shall be distributed based on a certain mechanism as described in the Company’s AOA. Although the preferred shares are not redeemable, in the event of certain “deemed liquidation events” that are not solely within the Company’s control (including merger, acquisition, or sale of all or substantially all of the Company’s assets), the holders of the preferred shares would be entitled to preference amounts paid before distribution to other stockholders (as explained in the previous paragraph) and hence effectively redeeming the preference amount. In accordance with ASR 268 and ASC 480 “Distinguishing Liabilities from Equity”, the Company’s preferred shares are classified outside of stockholders’ deficit as a result of these in-substance contingent redemption rights. As of December 31, 2018 and 2017, the Company did not adjust the carrying values of the convertible preferred shares to the deemed liquidation values of such shares since a liquidation event was not probable of occurring. Share Exchange As detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 30,928,620 common shares in exchange for 99.83% of the issued and outstanding ordinary shares and all the preferred shares of Viewbix Israel. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. Warrants The following table summarizes information of outstanding warrants as of September 30, 2019: Warrants Warrant Term Exercise Price Exercisable Class G Warrants 142,857 April 2020 $ 4.2 142,857 Class H Warrants 50,000 January 2020 - March 2020 $ 2.1 50,000 Class I Warrants 38,095 January 2020 $ 2.1 38,095 Class J Warrants 3,649,318 July 2029 $ 0.48 3,649,318 Class K Warrants 3,649,318 July 2029 $ 0.80 3,649,318 In connection with the Share Exchange Agreement, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Algomizer an additional 1,642,193 shares of restricted common stock of the Company. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6. Related Party Transactions. Balances: September 30, December 31, 2 0 1 9 2 0 1 8 Algomizer - Payable $ 1,336 $ 789 In May, 2018, Viewbix Israel and Algomizer entered into an agreement, pursuant to which the parties agreed to have the Viewbix Israel’s operations outsourced to Algomizer from the date of the agreement (the “Algomizer Agreement”). The following terms were included in the agreement: (a) As of May 2018 all of the Company’s employees became employees of Algomizer. (b) Between the periods of May 2018 to October 2018, Algomizer charged Viewbix all the expenses incurred in respect of these employees (see (a) above) as well as other related expenses. (c) From November 2018 until the Closing Date, the employees that transferred from the Company to Algomizer dedicated half of their time to the Company’s operations and correspondingly 50% of the costs are to be incurred by Algomizer in respect of these employees are to be charged to the Company. (d) From the Closing Date, 100% of the costs will be dedicated to the Company and 100% of the costs will be incurred by Viewbix in respect of these employees No amounts were paid by the Company to Algomizer during 2019 and 2018 in respect of the above, which resulted in a parent company payable of $789 as of December 31, 2018 and $1,336 as of September 30, 2019. |
Commitments, Contingencies and
Commitments, Contingencies and Legal Proceedings | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Legal Proceedings | Note 7. Commitments, contingencies and legal proceedings On August 7, 2019, Viewbix Israel was named as a co-defendant in a civil lawsuit filed with the Jerusalem District Court by three Shareholders of Viewbix Israel (the “Shareholders”), alleging that they were entitled to receive certain preferred shares in Viewbix Israel, pursuant to a certain 2007 loan agreement by and between Viewbix Israel and the petitioning Shareholders, following the sale of Viewbix Israel shares to Algomizer (the “Conversion”). The Shareholders have sought declaratory recourse from the Court, through which the Shareholders demand, inter alia In April 2017, a lawsuit was filed with the Tel Aviv District Court (the “District Court”) by Mr. Wayn claiming certain damages to the total amount of $100,000, under the assertion of wrongful dismissal by the Company and Emerald Israel. The Registrant believes these claims to be unsubstantiated and wholly without merit and intends to defend itself against these claims. Following the Liquidation Order, as defined below, the District Court dismiss the case against the Registrant. In December 2017, a liquidation request was filed with the District Court by a group of former employees of Emerald Israel, under the assertion of delay of pay and insolvency. On December 20, 2017, at a hearing before the court, it was ordered that the Emerald Israel shall settle its pension debts to the former employees under applicable Israeli law within 21 days and settle its other debts to them in 60 days, the failure of which would result in a winding-up order (the equivalent of a liquidation) could be given. On May 2, 2018, the District Court gave an order to liquidate Emerald Israel (“Liquidation Order”) and appointed a special executor for this purpose. The amounts being claimed by the former employees was less than $96,000 and will be awarded by the special executor to the extent that assets of Emerald Israel can be sold. The Company has not made a provision for any payments in respect of the above-mentioned claim, as any payments awarded by the Trustee to the former employees of Emerald Israel will be paid of the assets in Emerald Israel. |
Financial Expenses (Income)
Financial Expenses (Income) | 9 Months Ended |
Sep. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Financial Expenses Income | Note 8. Financial expenses (income), net Composition: For the nine months ended September 30 For the three months ended September 30 2019 2018 2019 2018 Unaudited Unaudited Bank fees $ 4 $ * $ 3 $ * Exchange rate differences 60 1 19 15 Other financial income (4 ) - (1 ) - $ 60 $ 1 $ 21 $ 15 (*) Represents an amount less than $1. |
Taxes on Income
Taxes on Income | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Taxes on Income | Note 9: Taxes on Income Tax rates applicable to the income of the Company: Viewbix Inc. is taxed according to U.S. tax laws. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. Viewbix Israel and Israeli subsidiaries are taxed according to Israeli tax laws. The Israeli corporate tax rate was 25% in the year 2016, 23% in year 2018, 2019 and onwards. Such corporate tax rate changes have no significant impact on the Company’s financial statements. Deferred income taxes: 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. Significant components of the Company’s deferred tax assets are as follows: As of As of 2 0 1 9 2 0 1 8 Unaudited Deferred R&D expenses $ 249 $ 271 Operating loss carryforward 31,761 10,784 $ 32,010 $ 11,055 Net deferred tax asset before valuation allowance $ 6,995 $ 2,543 Valuation allowance (6,995 ) (2,543 ) Net deferred tax asset $ - $ - As of September 30, 2019, the Company has provided valuation allowances of $6,995 in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that because 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. Available carryforward tax losses: As of September 30, 2019, the Company generated carryforward tax losses in the U.S. of approximately $32,010 of tax losses in the U.S. which generally can be carried forward and offset against taxable income indefinitely. Utilization of U.S. net operating tax losses may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating tax losses before utilization. Loss (income) from continuing operations, before taxes on income, consists of the following: For the nine months ended September 30 For the three months 2019 2018 2019 2018 Unaudited Unaudited USA $ 58 $ (9 ) $ 9 $ 3 Israel 658 320 279 187 $ 716 $ 311 $ 288 $ 190 |
The Company and Significant A_2
The Company and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Organizational Background | Organizational Background: Viewbix Inc. (formerly known as Virtual Crypto Technologies, Inc.) (the “Company” or the “Registrant”) was incorporated in the State of Ohio in 1989 under a predecessor name, Zaxis International, Inc. (“Zaxis”). On August 25, 1995, Zaxis merged with a subsidiary of The InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International, Inc. and the Company was reincorporated in Delaware under the name of Zaxis International, Inc. On December 30, 2014, Zaxis entered into an agreement with Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”). On March 16, 2015, Zaxis and Emerald Israel executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary. Emerald Israel was engaged in the business of developing Emerald Israel’s DermaCompare technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and analytics for the detection of skin cancer. On January 29, 2018, the Company ceased the DermaCompare operations of its former subsidiary. On January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (the “Subsidiary”), to develop and market software and hardware products facilitating, allowing and supporting purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices. |
Transaction with Algomizer Ltd (the "Acquisition") | Transaction with Algomizer Ltd (the “Recapitalization Transaction”) On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Algomizer Ltd. (TASE:ALMO), a company organized under the laws of the State of Israel (“Algomizer”), pursuant to which on the Closing Date, as defined below, Algomizer assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd. (“Viewbix Israel”) to the Company in exchange for shares of restricted common stock of the Company, representing 65% of the issued and outstanding share capital of the Company on a fully diluted basis as of the Closing Date excluding certain warrants to purchase shares of the Company’s common stock expiring in 2020 and additional warrants as further described below. In addition, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Algomizer an additional 1,642,193 shares of restricted common stock of the Company representing 5% of the Fully Diluted Share Capital immediately following the Closing Date. On July 24, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware reflecting its name change from Virtual Crypto Technologies, Inc. to Viewbix Inc. to reflect its new operations and business focus and, effective on August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol was changed from VRCP to VBIX on the OTCQB. On July 25, 2019 (the “Closing Date”), the Company issued 20,281,085 shares of its common stock to Algomizer in consideration for 99.83% holdings in Viewbix Israel, and 3,434,889 shares of its common stock to holders of convertible notes which were converted upon the Closing Date. The shares of common stock were issued under Regulation S. The Company also issued a total of 7,298,636 warrants to Algomizer to purchase the Company’s common stock, whereby (i) 3,649,318 of such warrants have an exercise price of $0.48, and (ii) 3,649,318 of such warrants have an exercise price of $0.80. As a result of the Recapitalization Transaction, Viewbix Israel became a wholly owned subsidiary of the Company. As the shareholders of Viewbix Israel received the largest ownership interest in the Company, Viewbix Israel was determined to be the “accounting acquirer” in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Viewbix Israel. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. The Company and its subsidiaries are collectively referred to as the “Company”. Viewbix Israel was incorporated on February 2006 in Israel. The Company has developed an interactive video platform based on Software as a Service (“SaaS”) business model with interactive elements, and the ability to collect and analyze information about each interactive action performed during the viewing of the video clip. The interactive elements and information gathered, allowing the advertiser to analyze user viewing habits and optimize real-time throughout the campaign while increasing the effectiveness of online and live video advertising. |
Going Concern | Going Concern: The Company has incurred $735 in net loss for the nine months ended September 30, 2019, has $1,311 stockholders’ deficit as of September 30, 2019 and $721 in total stockholders’ deficit as of December 31, 2018 and $60 in negative cash flows from operations for the nine months ended September 30, 2019. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies: The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. The financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the period. However, these results are not necessarily indicative of results for any other interim period or for the full fiscal year. The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and accompanying notes of Viewbix Israel for the year ended December 31, 2018. The result of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results expected for the full fiscal year or any other future period. |
Other Accounts receivables (Tab
Other Accounts receivables (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Other Accounts Receivables Composition | Composition: As of September 30 As of December 31 2 0 1 9 2 0 1 8 Unaudited Government authorities $ 44 $ 78 Other 17 - $ 61 $ 78 |
Property and equipment (Tables)
Property and equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property And Equipment | |
Schedule of Property and Equipment Composition | Composition: As of September 30 As of December 31 2 0 1 9 2 0 1 8 Unaudited Cost: Computers and related equipment $ 36 $ 34 Office furniture and equipment 8 9 44 43 Accumulated depreciation 39 38 Net book value $ 5 $ 5 |
Other accounts payable and ac_2
Other accounts payable and accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Shcedule of Other Accounts Payable and Accrued Liabilities | Composition: As of As of 2 0 1 9 2 0 1 8 Unaudited Other payables and deferred revenues $ 62 $ 25 Other 105 - $ 167 $ 25 |
Temporary Equity and Stockhol_2
Temporary Equity and Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Temporary Equity | Composition As of September 30 As of December 31 2019 2018 (*) Authorized Issued and outstanding Authorized Issued and outstanding Unaudited Number of shares Ordinary shares 490,000,000 31,201,669 490,000,000 273,049 Temporary Equity Preferred A-1 shares - - 199,929 199,870 Preferred A-2 shares - - 4,881,762 4,881,654 Preferred B shares - - 4,556,154 4,556,094 Preferred C shares - - 12,141,116 7,222,305 Preferred C-1 shares - - 2,756,158 2,755,706 Preferred C-2 shares - - 454,383 392,407 - - 24,989,502 20,008,036 (*) The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. |
Summary of Outstanding Warrants | The following table summarizes information of outstanding warrants as of September 30, 2019: Warrants Warrant Term Exercise Price Exercisable Class G Warrants 142,857 April 2020 $ 4.2 142,857 Class H Warrants 50,000 January 2020 - March 2020 $ 2.1 50,000 Class I Warrants 38,095 January 2020 $ 2.1 38,095 Class J Warrants 3,649,318 July 2029 $ 0.48 3,649,318 Class K Warrants 3,649,318 July 2029 $ 0.80 3,649,318 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions Tables Abstract | |
Schedule of Related Party Transactions | Balances: September 30, December 31, 2 0 1 9 2 0 1 8 Algomizer - Payable $ 1,336 $ 789 |
Financial expenses (income), ne
Financial expenses (income), net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Financial Expenses Income Net | |
Schedule of Financial Expenses (Income) | Composition: For the nine months ended September 30 For the three months ended September 30 2019 2018 2019 2018 Unaudited Unaudited Bank fees $ 4 $ * $ 3 $ * Exchange rate differences 60 1 19 15 Other financial income (4 ) - (1 ) - $ 60 $ 1 $ 21 $ 15 (*) Represents an amount less than $1. |
Taxes on Income (Tables)
Taxes on Income (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Taxes On Income | |
Schedule of Deferred Income Taxes | As of As of 2 0 1 9 2 0 1 8 Unaudited Deferred R&D expenses $ 249 $ 271 Operating loss carryforward 31,761 10,784 $ 32,010 $ 11,055 Net deferred tax asset before valuation allowance $ 6,995 $ 2,543 Valuation allowance (6,995 ) (2,543 ) Net deferred tax asset $ - $ - |
Schedule of Loss (Income) from Continuing Operations, Before Taxes on Income | Loss (income) from continuing operations, before taxes on income, consists of the following: For the nine months ended September 30 For the three months 2019 2018 2019 2018 Unaudited Unaudited USA $ 58 $ (9 ) $ 9 $ 3 Israel 658 320 279 187 $ 716 $ 311 $ 288 $ 190 |
The Company and Significant A_3
The Company and Significant Accounting Policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jul. 25, 2019 | Feb. 07, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | [1] | Dec. 31, 2017 | ||
Net loss | $ (284) | $ (190) | $ (451) | $ (121) | $ (735) | $ (311) | |||||||
Stockholders' deficit | (1,311) | [1] | (706) | $ (1,172) | $ (516) | (1,311) | [1] | (706) | $ (721) | $ (395) | |||
Negative cash flows from operations | $ (44) | $ 2 | $ (60) | $ 48 | |||||||||
Convertible Notes Holders [Member] | |||||||||||||
Number of stock issued | 3,434,889 | ||||||||||||
Algomizer Ltd [Member] | |||||||||||||
Number of stock issued | 20,281,085 | ||||||||||||
Warrants to purchase common stock | 7,298,636 | ||||||||||||
Algomizer Ltd [Member] | Warrant One [Member] | |||||||||||||
Warrants to purchase common stock | 3,649,318 | ||||||||||||
Warrants exercise price | $ 0.48 | ||||||||||||
Algomizer Ltd [Member] | Warrant Two [Member] | |||||||||||||
Warrants to purchase common stock | 3,649,318 | ||||||||||||
Warrants exercise price | $ 0.80 | ||||||||||||
Share Exchange Agreement [Member] | Viewbix Ltd [Member] | |||||||||||||
Ownership percentage | 99.83% | ||||||||||||
Share Exchange Agreement [Member] | Algomizer Ltd [Member] | |||||||||||||
Share issued and outstanding, percentage | 65.00% | ||||||||||||
Fully diluted share capital, percentage | 5.00% | ||||||||||||
Share Exchange Agreement [Member] | Algomizer Ltd [Member] | Restricted Common Stock [Member] | |||||||||||||
Number of stock issued | 1,642,193 | ||||||||||||
[1] | The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. |
Other Accounts Receivable - Sch
Other Accounts Receivable - Schedule of Other Accounts Receivables Composition (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Notes to Financial Statements | ||
Government authorities | $ 44 | $ 78 |
Other | 17 | |
Total | $ 61 | $ 78 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment Composition (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 44 | $ 43 |
Accumulated depreciation | 39 | 38 |
Property and equipment, net | 5 | 5 |
Computers and Related Equipment[Member] | ||
Property and equipment, gross | 36 | 34 |
Office Furniture and Equipment [Member] | ||
Property and equipment, gross | $ 8 | $ 9 |
Other Accounts Payable and Ac_3
Other Accounts Payable and Accrued Lliabilities - Shcedule of Other Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Other payables and deferred revenues | $ 62 | $ 25 |
Other | 105 | |
Total other accounts payable and accrued liabilities | $ 167 | $ 25 |
Temporary Equity and Stockhol_3
Temporary Equity and Stockholders' Deficit (Details Narrative) - shares | Jul. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Common stock shares voting description | Ordinary shares confer the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution of dividends and to equally participate, on share basis, in distribution of excess of assets and funds from the Company and they shall not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights. | ||
Preferred stock shares voting description | A preferred shareholder shall have one vote for each ordinary share that would have been received if preference shares had been converted into ordinary shares. | ||
Preferred shares conversion description | The preferred shares shall be automatically converted into ordinary shares if (a) the holders of at least (i) 67% (sixty seven percent) of the issued and outstanding Preferred C/C-1 shares. | ||
Conversion of preferred stock into common shares | 16,199,520 | ||
Common stock issued | 30,928,620 | 20,008,036 | |
Number of restricted common stock shares issued | 1,642,193 | ||
Preferred Shares [Member] | |||
Shares exchange rate | 99.83% |
Temporary Equity and Stockhol_4
Temporary Equity and Stockholders' Deficit - Schedule of Temporary Equity (Details) - shares | Sep. 30, 2019 | Jul. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Ordinary shares, authorized | 490,000,000 | 490,000,000 | [1] | |||||
Ordinary shares, issued | 31,201,669 | 31,201,669 | [1] | |||||
Ordinary shares, outstanding | 273,049 | 273,049 | [1] | |||||
Temporary equity, shares authorized | 24,989,502 | |||||||
Temporary equity, shares issued | 30,928,620 | 20,008,036 | ||||||
Temporary equity, shares outstanding | 20,008,036 | |||||||
Preferred Stock A-1 [Member] | ||||||||
Temporary equity, shares authorized | 199,929 | [1] | ||||||
Temporary equity, shares issued | 199,870 | 199,870 | [1] | 199,870 | 199,870 | 199,870 | ||
Temporary equity, shares outstanding | 199,870 | [1] | ||||||
Preferred Stock A-2 [Member] | ||||||||
Temporary equity, shares authorized | 4,881,762 | [1] | ||||||
Temporary equity, shares issued | 4,881,654 | 4,881,654 | [1] | 4,881,654 | 4,881,654 | 4,881,654 | ||
Temporary equity, shares outstanding | 4,881,654 | [1] | ||||||
Preferred Stock B [Member] | ||||||||
Temporary equity, shares authorized | 4,556,154 | [1] | ||||||
Temporary equity, shares issued | 4,556,094 | 4,556,094 | [1] | 4,556,094 | 4,556,094 | 4,556,094 | ||
Temporary equity, shares outstanding | 4,556,094 | [1] | ||||||
Prefered Stock C [Member] | ||||||||
Temporary equity, shares authorized | 12,141,116 | [1] | ||||||
Temporary equity, shares issued | 7,222,305 | 7,222,305 | [1] | 7,222,305 | 7,222,305 | 7,222,305 | ||
Temporary equity, shares outstanding | 7,222,305 | [1] | ||||||
Preferred Stock C-1 [Member] | ||||||||
Temporary equity, shares authorized | 2,756,158 | [1] | ||||||
Temporary equity, shares issued | 2,755,706 | 2,755,706 | [1] | 2,755,706 | 2,755,706 | 2,755,706 | ||
Temporary equity, shares outstanding | 2,755,706 | [1] | ||||||
Preferred Stock C-2 [Member] | ||||||||
Temporary equity, shares authorized | 454,383 | [1] | ||||||
Temporary equity, shares issued | 1 | 392,407 | [1] | |||||
Temporary equity, shares outstanding | 392,407 | [1] | ||||||
[1] | The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. |
Temporary Equity and Stockhol_5
Temporary Equity and Stockholders' Deficit - Summary of Outstanding Warrants (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Class G Warrant [Member] | |
Warrants | 142,857 |
Warrant Term | April 2020 |
Warrant Exercise Price | $ / shares | $ 4.2 |
Warrant Exercisable | 142,857 |
Class H Warrant [Member] | |
Warrants | 50,000 |
Warrant Term | January 2020 - March 2020 |
Warrant Exercise Price | $ / shares | $ 2.1 |
Warrant Exercisable | 50,000 |
Class I Warrant [Member] | |
Warrants | 38,095 |
Warrant Term | January 2020 |
Warrant Exercise Price | $ / shares | $ 2.1 |
Warrant Exercisable | 38,095 |
Class J Warrant [Member] | |
Warrants | 3,649,318 |
Warrant Term | July 2029 |
Warrant Exercise Price | $ / shares | $ 0.48 |
Warrant Exercisable | 3,649,318 |
Class K Warrant [Member] | |
Warrants | 3,649,318 |
Warrant Term | July 2029 |
Warrant Exercise Price | $ / shares | $ 0.80 |
Warrant Exercisable | 3,649,318 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Due to related parties | $ 1,336 | $ 789 |
Employees [Member] | ||
Related party description | From November 2018 until the Closing Date, the employees that transferred from the Company to Algomizer dedicated half of their time to the Company's operations and correspondingly 50% of the costs are to be incurred by Algomizer in respect of these employees are to be charged to the Company. From the Closing Date, 100% of the costs will be dedicated to the Company and 100% of the costs will be incurred by Viewbix in respect of these employees |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Algomizer - Payable | $ 1,336 | $ 789 |
Commitments, Contingencies an_2
Commitments, Contingencies and Legal Proceedings (Details Narrative) - Tel Aviv District Court [Member] - USD ($) $ in Thousands | Dec. 31, 2018 | Apr. 30, 2017 |
Mr. Wayne [Member] | ||
Claiming of damages value | $ 100 | |
Former Employees [Member] | ||
Amount claimed by the former employees | $ 96 |
Financial Expenses (Income) - S
Financial Expenses (Income) - Schedule of Financial Expenses (Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |||
Investments, All Other Investments [Abstract] | ||||||
Bank fees | $ 3 | [1] | $ 4 | [1] | ||
Exchange rate differences | 19 | 15 | 60 | 1 | ||
Other financial income | (1) | (4) | ||||
Financial expenses (income) | $ 21 | $ 15 | $ 60 | $ 1 | ||
[1] | Represents an amount less than $1. |
Taxes on Income (Details Narrat
Taxes on Income (Details Narrative) - USD ($) $ in Thousands | Dec. 30, 2019 | Sep. 30, 2019 | Dec. 30, 2018 | Dec. 22, 2017 | Dec. 30, 2016 | Dec. 31, 2018 |
Corporate tax rate | 35.00% | 21.00% | ||||
Deferred tax assets valuation allowance | $ 6,995 | $ 2,543 | ||||
Carryforward tax loss | $ 32,010 | $ 11,055 | ||||
Isreali Corporate Tax [Member] | ||||||
Corporate tax rate | 23.00% | 23.00% | 25.00% | |||
Tax description | The Israeli corporate tax rate was 25% in the year 2016, 23% in year 2018, 2019 and onwards. |
Taxes on Income - Schedule of D
Taxes on Income - Schedule of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred R&D expenses | $ 249 | $ 271 |
Operating loss carryforward | 31,761 | 10,784 |
Total | 32,010 | 11,055 |
Net deferred tax asset before valuation allowance | 6,995 | 2,543 |
Valuation allowance | (6,995) | (2,543) |
Net deferred tax asset |
Taxes on Income - Schedule of L
Taxes on Income - Schedule of Loss (Income) from Continuing Operations, Before Taxes on Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total loss (income) from continuing operations, before taxes on income | $ 288 | $ 190 | $ 716 | $ 311 |
USA [Member] | ||||
Total loss (income) from continuing operations, before taxes on income | 9 | 3 | 58 | (9) |
ISRAEL | ||||
Total loss (income) from continuing operations, before taxes on income | $ 279 | $ 187 | $ 658 | $ 320 |