Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2016 | |
Document And Entity Information [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2016 |
Trading Symbol | MBOT |
Entity Registrant Name | MICROBOT MEDICAL INC. |
Entity Central Index Key | 883,975 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||||
Cash and cash equivalents | $ 573,384 | $ 436,717 | $ 295,345 | $ 790,246 |
Other receivables and current assets | 55,259 | 49,761 | 103,239 | 114,211 |
Assets, Current, Total | 628,643 | 486,478 | 398,584 | 904,457 |
Long term receivables | 3,584 | |||
Fixed Assets, net | 29,245 | 37,680 | 41,258 | 53,401 |
Assets, Total | 657,888 | 527,742 | 439,842 | 957,858 |
Current liabilities | ||||
Trade accounts payable | 80,891 | 24,661 | 39,972 | 19,815 |
Other current liabilities | 345,989 | 148,236 | 64,948 | 81,457 |
Liabilities, Current, Total | 426,880 | 172,897 | 104,920 | 101,272 |
Convertible loans from shareholders | 976,563 | 419,099 | ||
Commitments | ||||
Shareholders' equity | ||||
Share capital | 2,760 | 2,616 | 2,616 | 2,616 |
Additional paid-in capital | 4,842,987 | 3,305,342 | 3,305,342 | 3,119,342 |
Receivables on account of shares | (255,750) | |||
Accumulated deficit | (5,149,552) | (3,186,212) | (2,787,036) | (2,265,372) |
Stockholders' Equity Attributable to Parent, Total | (745,555) | (64,254) | 334,922 | 856,586 |
Liabilities and Equity, Total | $ 657,888 | 527,742 | $ 439,842 | $ 957,858 |
Scenario, Previously Reported [Member] | ||||
Shareholders' equity | ||||
Additional paid-in capital | $ 3,119,342 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||||
Research and development expenses, net | $ 340,051 | $ 15,613 | $ 602,575 | $ 477,607 | $ 822,759 | $ 836,698 |
General and administrative expenses | 304,516 | 14,081 | 1,120,008 | 45,390 | 92,018 | 65,113 |
Operating loss | 644,567 | 29,694 | 1,722,583 | 522,997 | 914,777 | 901,811 |
Financing expenses (income), net | 7,333 | 7,647 | 240,757 | (1,333) | 6,063 | 119,023 |
Loss for the period | $ 651,900 | $ 37,341 | $ 1,963,340 | $ 521,664 | $ 920,840 | $ 1,020,834 |
Basic and diluted loss per share (in USD) | $ (0.079) | $ (0.005) | $ (0.253) | $ (0.069) | $ (0.122) | $ (0.135) |
Weighted average number of shares outstanding used in computing basic and diluted loss per share - in thousands | 8,166 | 7,541 | 7,733 | 7,541 | 7,541 | 7,541 |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity - USD ($) | Total | Share Capital | Additional paid-in capital | Accumulated deficit | Receivables on account of shares |
Balance at Dec. 31, 2013 | $ 374,653 | $ 1,741 | $ 1,617,450 | $ (1,244,538) | |
Issuance of shares | 1,502,767 | 875 | 1,501,892 | ||
Loss for the period | (1,020,834) | (1,020,834) | |||
Balance (Scenario, Previously Reported [Member]) at Dec. 31, 2014 | 3,119,342 | (2,265,372) | |||
Balance at Dec. 31, 2014 | 856,586 | 2,616 | 3,305,342 | (2,451,372) | |
Loss for the period | (521,664) | (521,664) | |||
Balance at Sep. 30, 2015 | 334,922 | 2,616 | 3,305,342 | (2,973,036) | |
Balance (Scenario, Previously Reported [Member]) at Dec. 31, 2014 | 3,119,342 | (2,265,372) | |||
Balance at Dec. 31, 2014 | 856,586 | 2,616 | 3,305,342 | (2,451,372) | |
Loss for the period | (920,840) | (920,840) | |||
Balance (Scenario, Previously Reported [Member]) at Dec. 31, 2015 | 3,119,342 | (3,186,212) | |||
Balance at Dec. 31, 2015 | (64,254) | 2,616 | 3,305,342 | (3,372,212) | |
Balance at Jun. 30, 2015 | 372,263 | 2,616 | 3,305,342 | (2,935,695) | |
Loss for the period | (37,341) | (37,341) | |||
Balance at Sep. 30, 2015 | 334,922 | 2,616 | 3,305,342 | (2,973,036) | |
Balance at Dec. 31, 2015 | (64,254) | 2,616 | 3,305,342 | (3,372,212) | |
Loss for the period | (1,963,340) | (1,963,340) | |||
Conversion of convertible loan and exercise warrants issued upon conversion | 452,650 | 144 | 862,256 | $ (255,750) | |
Share based compensation | 675,389 | 675,389 | |||
Balance at Sep. 30, 2016 | (745,555) | 2,760 | 4,842,987 | (5,335,552) | (255,750) |
Balance at Jun. 30, 2016 | (700,305) | 2,616 | 3,980,731 | (46,837,652) | |
Loss for the period | (651,900) | (651,900) | |||
Conversion of convertible loan and exercise warrants issued upon conversion | 452,650 | 144 | 862,256 | (255,750) | |
Balance at Sep. 30, 2016 | $ (745,555) | $ 2,760 | $ 4,842,987 | $ (5,335,552) | $ (255,750) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS - OPERATING ACTIVITIES: | ||||||
Loss for the period | $ (651,900) | $ (37,341) | $ (1,963,340) | $ (521,664) | $ (920,840) | $ (1,020,834) |
Adjustments required to present cash flows from operating activities (Appendix A) | 230,431 | (50,994) | 1,196,007 | 28,288 | 156,342 | (42,385) |
Net cash used for operating activities | (421,469) | (88,335) | (767,333) | (493,376) | (764,498) | (1,063,219) |
CASH FLOWS - INVESTMENT ACTIVITIES | ||||||
Investment in fixed assets | (1,525) | (1,525) | (11,428) | |||
Deposit for operational leasing | 3,590 | |||||
Net cash used for investment activities | (1,525) | (1,525) | (7,838) | |||
CASH FLOWS - FINANCING ACTIVITIES: | ||||||
Issuance of shares | 1,502,767 | |||||
Exercise of warrants | 154,000 | 154,000 | ||||
Receipt of convertible loans | 750,000 | 412,494 | ||||
Net cash generated by financing activities | 154,000 | 904,000 | 412,494 | 1,502,767 | ||
Increase (decrease) in cash and cash equivalents | (267,469) | (88,335) | 136,667 | (494,901) | (353,529) | 431,710 |
Cash and cash equivalents - beginning of year | 840,853 | 383,680 | 436,717 | 790,246 | 790,246 | 358,536 |
Cash and cash equivalents - end of year | 573,384 | 295,345 | 573,384 | 295,345 | 436,717 | 790,246 |
Appendix A - Adjustments required to present cash flows from operating activities: | ||||||
Depreciation | 2,666 | 4,938 | 8,435 | 13,668 | 17,246 | 16,373 |
Accumulated interest on convertible loans | 27,124 | 260,114 | 6,605 | |||
Share-based compensation | 675,389 | |||||
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities, Total | 29,790 | 4,938 | 943,938 | 13,668 | 23,851 | 16,373 |
Changed in assets and liabilities: | ||||||
Decrease (increase) in other receivables | (12,335) | (28,002) | (1,914) | 10,972 | 60,865 | (31,064) |
Increase (decrease) in trade payables | 72,800 | (4,202) | 56,230 | 20,157 | 4,847 | (19,778) |
Increase (decrease) in other payables | 140,176 | (23,728) | 197,753 | (16,509) | 66,779 | (7,916) |
Increase (Decrease) in Operating Capital | 200,641 | (55,932) | 252,069 | 14,620 | 132,491 | (58,758) |
Adjustments required to present cash flows from operating activities (Appendix A) | $ 230,431 | $ (50,994) | $ 1,196,007 | $ 28,288 | $ 156,342 | $ (42,385) |
GENERAL
GENERAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GENERAL | NOTE 1 GENERAL A. Description of business The Company was incorporated and registered with the Registrar of Companies on November 10, 2010 and commenced its business operations in January 2011. The Company is engaged in the research and development of medical equipment. On August 15, 2016, the Company entered into an agreement to merge with a wholly-owned subsidiary of StemCells, Inc., a Delaware corporation that is traded on NASDAQ. The merger was completed on November 28, 2016 and all company securities were converted into the right to receive the Securities of StemCells, Inc. B. Definitions The Company - Microbot Medical Ltd Related parties - as defined in Accounting Standards Codification 850 (ASC 850) USD or $ - the U.S. dollar. NIS - New Israeli Shekel. TRDF - Technion Research and Development Foundation C. Use of estimates The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates. D. Risk factors and Company’s business condition To date the Company has not generated any revenues from its activities and has incurred substantial operating losses. 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, however there can be no assurance that such additional funds will be available on terms acceptable to the Company or that the Company will not incur additional unforeseen costs or expenses. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. 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. | NOTE 1 GENERAL A. Description of business The Company was incorporated and registered with the Registrar of Companies on November 10, 2010 and commenced its business operations in January 2011. The Company is engaged in the research and development of medical equipment. B. Definitions The Company - Microbot Medical Ltd Related parties - as defined in Accounting Standards Codification 850 (ASC 850) USD or $ - the U.S. dollar. TRDF - Technion Research and Development Foundation C. Use of estimates The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates. D. Risk factors and Company’s business condition The Company has a limited operating history and faces a number of risks, including uncertainties regarding the development of its product. Additionally, the Company expects that it will continue to incur significant operating costs and losses in connection with the development of its products and financing of its business development operations. As of the date of the financial statements, the continuation of the Company’s activities and its obligations are dependent upon the receipt of financing from its shareholders or new investors |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the preparation of the financial statements are as follows: A. Basis of presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). B. Financial statement in U.S. dollars The functional currency of the Company is the U.S dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured 830-10, All transaction gains and losses from re-measurement non-dollar C. Cash and cash equivalents Cash and cash equivalents consist of cash and demand deposits in banks, and other short-term liquid investments (primarily interest-bearing time deposits) with original maturities of less than three months. D. Fair value of financial instruments The carrying values of cash and cash equivalents, other receivable and prepaid expenses, marketable equity securities loans and other accounts payable approximate their fair value due to the short-term maturity of these instruments. E. Fixed assets Property and equipment are presented at cost, net of investment grants received and less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets, as follows: % Research equipment and software 25-33 Leasehold improvements 10 Furniture and office equipment 7 F. Related parties Detailed disclosure has been provided regarding transactions with related parties as defined in Accounting Standards Codification 850 (ASC 850). See Note 14 regarding these transactions. G. Share premium A premium representing surplus receipts due to shares on their nominal value (see Note 10). H. Liabilities due to termination of employer-employee relations The employees of the Company are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”) for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies. Payments in accordance with Article 14 release the Company from any future severance payments (under the Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. I. Basic and diluted net loss per share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been issued, using the treasury stock method, in accordance with ASC 260-10 J. Research and development expenses, net Research and development expenses are charged to the statement of operations as incurred. Grants for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from the research and development expenses. K. Convertible debentures Proceeds from the sale of debt securities with a conversion feature are allocated to equity based on the intrinsic value of such conversion feature in accordance with ASC 470-20 Convertible notes with characteristics of both liabilities and equity are classified as either debt or equity based on the characteristics of its monetary value, with convertible notes classified as debt being measured at fair value, in accordance with ASC 480-10, L. Share-based compensation The Company applies ASC 718-10, ASC 718-10 The Company recognizes compensation expenses for the value of non-employee The Company estimates the fair value of stock options granted as equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon non-employees | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the preparation of the financial statements are as follows: A. Basis of presentation The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America (“US GAAP”). B. Financial statement in U.S. dollars The functional currency of the Company is the U.S dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of ASC 830-10, “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. C. Cash and cash equivalents Cash and cash equivalents consist of cash and demand deposits in banks, and other short-term liquid investments (primarily interest-bearing time deposits) with original maturities of less than three months. D. Fair value of financial instruments: The carrying values of cash and cash equivalents, other receivable and prepaid expenses, marketable equity securities and other accounts payable approximate their fair value due to the short-term maturity of these instruments. E. Fixed assets Property and equipment are presented at cost, net of investment grants received and less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets, as follows: % Research equipment and software 25-33% Leasehold improvements 10 Furniture and office equipment 7 F. Related parties Detailed disclosure has been provided regarding transactions with related parties as defined in Accounting Standards Codification 850 (ASC 850). See Note 13 regarding these transactions. G. Share premium A premium representing surplus receipts due to shares on their nominal value (see Note 9). H. Liabilities due to termination of employer-employee relations The employees of the Company are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”) for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies. Payments in accordance with Article 14 release the Company from any future severance payments (under the Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. I. Basic and diluted net loss per share: Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. Potentially dilutive common shares were excluded from the diluted loss per share calculation because they were anti-dilutive. J. Research and development expenses, net: Research and development expenses, are charged to the statement of operations as incurred. Grants for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from the research and development expenses. K. Convertible debentures: Proceeds from the sale of debt securities with a conversion feature are allocated to equity based on the intrinsic value of such conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”, with a corresponding discount on the debt instrument recorded in liabilities which is amortized in finance expense over the term of the loan. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | ||
CASH AND CASH EQUIVALENTS | NOTE 3 CASH AND CASH EQUIVALENTS As of September 30, As of December 31, 2016 2015 2015 Unaudited Cash $ 573,384 $ 285,672 $ 426,992 Deposits — 9,673 9,725 $ 573,384 $ 295,345 $ 436,717 | NOTE 3 CASH AND CASH EQUIVALENTS As of December 31, 2015 2014 Cash $ 426,992 $ 630,826 Deposits 9,725 159,420 $ 436,717 $ 790,246 |
OTHER RECEIVABLE AND CURRENT AS
OTHER RECEIVABLE AND CURRENT ASSETS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
OTHER RECEIVABLE AND CURRENT ASSETS | NOTE 4 OTHER RECEIVABLE AND CURRENT ASSETS As of September 30, As of December 31, 2016 2015 2015 Unaudited Government institutions $ 15,628 $ 13,009 $ 9,820 Prepaid expenses 36,237 19,212 25,383 Shareholders 3,394 14,480 14,558 Grants receivable from chief scientist — 56,538 — $ 55,259 $ 103,239 $ 49,761 | NOTE 4 OTHER RECEIVABLE AND CURRENT ASSETS As of December 31, 2015 2014 Government institutions $ 9,820 $ 13,349 Prepaid expenses 25,383 33,334 Shareholders 14,558 2,341 Grants receivable from chief scientist — 65,187 $ 49,761 $ 114,211 |
FIXED ASSETS, NET
FIXED ASSETS, NET | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
FIXED ASSETS, NET | NOTE 5 FIXED ASSETS, NET As of September 30, As of December 31, 2016 2015 2015 Unaudited Cost Research equipment and software $ 28,654 $ 28,654 $ 28,654 Furniture and office equipment 58,230 58,230 58,230 Leasehold improvements 4,649 4,649 4,649 91,533 91,533 91,533 Accumulated Depreciation Research equipment and software 22,098 16,916 18,383 Furniture and office equipment 38,276 31,910 33,905 Leasehold improvements 1,914 1,449 1,565 62,288 50,275 53,853 $ 29,245 $ 41,258 $ 37,680 | NOTE 5 FIXED ASSETS, NET As of December 31, 2015 2014 Cost Research equipment and software $ 28,654 $ 28,654 Furniture and office equipment 58,230 56,705 Leasehold improvements 4,649 4,649 91,533 90,008 Accumulated Depreciation Research equipment and software 18,383 12,733 Furniture and office equipment 33,905 22,774 Leasehold improvements 1,565 1,100 53,853 36,607 $ 37,680 $ 53,401 |
TRADE ACCOUNTS PAYABLE
TRADE ACCOUNTS PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Payables and Accruals [Abstract] | ||
TRADE ACCOUNTS PAYABLE | NOTE 6 TRADE ACCOUNTS PAYABLE As of September 30, As of December 31, 2016 2015 2015 Unaudited Accounts payable $ 79,239 $ 27,244 $ 24,533 Outstanding checks 1,652 12,728 128 $ 80,891 $ 39,972 $ 24,661 | NOTE 6 TRADE ACCOUNTS PAYABLE As of December 31, 2015 2014 Accounts payable $ 24,533 $ 19,694 Outstanding checks 128 121 $ 24,661 $ 19,815 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | ||
OTHER CURRENT LIABILITIES | NOTE 7 OTHER CURRENT LIABILITIES As of September 30, As of December 31, 2016 2015 2015 Unaudited Employees $ 60,171 $ 23,107 $ 51,867 Government institution 15,183 11,748 18,231 Expenses payable 73,373 (11,693 ) 68,455 Other 125,543 41,786 (189 ) Chief scientist 71,719 — 9,872 $ 345,989 $ 64,948 $ 148,236 | NOTE 7 OTHER CURRENT LIABILITIES As of December 31, 2015 2014 Employees $ 51,867 $ 56,946 Government institution 18,231 17,754 Expenses payable 68,455 3,708 Chief scientist 9,872 — Other (189 ) 3,049 $ 148,236 $ 81,457 |
CONVERTIBLE LOAN FROM SHAREHOLD
CONVERTIBLE LOAN FROM SHAREHOLDERS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE LOAN FROM SHAREHOLDERS | NOTE 8 CONVERTIBLE LOANS FROM SHAREHOLDERS A. On October 8, 2015, the Company entered into a convertible loan agreement with several investors who were also existing shareholders. According to the loan agreement, the Company will receive an amount up to USD 500,000. The loan bears interest of 10%, and is converted to both equity shares and warrants of the Company. The company concluded the conversion feature is not a Beneficial Conversion Feature pursuant to the provisions of ASC 470-20, On July 7, 2016 the outstanding principal and accrued interest were converted into 452,650 series A preferred shares, NIS 0.001 nominal value each and 452,650 warrants to purchase the Company’s series A preferred shares, NIS 0.001 nominal value each, at an exercise price of 1 dollar per share. The warrants were exercised in September 2016. B. On May 11, 2016 the Company signed a convertible note agreement with several investors who were also existing shareholders. According to the loan agreement, the Company received an amount of USD 750,000. The loan bears an interest at a fixed rate of 10% per annum beginning on the issuance date. At maturity, all of the outstanding principal and accrued interest are converted into the Company’s ordinary shares subject to the conversion or default events specified in the loan agreement, based on a conversion price that represents a 20% discount on the Company’s valuation upon such default events Furthermore, in the event of a reverse merger transaction or a qualified financing, each as defined in the promissory notes with respect to such loans, all of the outstanding principal and accrued interest shall be converted into the securities issued in the reverse merger or the qualified financing, as the case may be. On November 28, 2016 the loan was converted into 598,225 series A preferred shares, NIS 0.001 nominal value each. See also note 16. The company concluded the value of the note is predominantly based on a fixed monetary amount known at the date of issuance as represented by the 20% discount on the Company’s valuation. Accordingly, the note was classified as debt and is measured at its fair value, pursuant to the provisions of ASC 480-10, The fair value of the note is measured based on observable inputs as the fixed monetary value of the variable amount of shares to be issued upon conversion (level 2 measurement). | NOTE 8 CONVERTIBLE LOAN FROM SHAREHOLDERS On October 8, 2015, the Company signed a convertible loan agreement with the shareholders. According to the loan agreement, the Company will receive an amount up to USD 500,000. The loan bears interest of 10%. The company concluded the conversion feature is not a Beneficial Conversion Feature pursuant to the provisions of ASC 470-20. Accordingly, the proceeds were recorded in liabilities in their entirely. |
COMMITMENTS
COMMITMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS | NOTE 9 COMMITMENTS A. Israeli Innovation Authority The Company obtained from the Israeli Innovation Authority (IIA) grants for participation in research and development for the years 2013 through 2016, and, in return, the Company is obligated to pay royalties amounting to 3% of its future sales up to the amount of the grant. The grant is linked to the exchange rate of the dollar and bears interest of Libor per annum. Through the period ended September 30, 2016, total grants obtained amounted to $893,673. The refund of the grants is contingent upon the successful outcome of the Company’s research and development programs 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 Government of Israel. The grants are received from the Government on a project-by-project B . In June 2012, the Company received approval from the IIA for participation in research and development expenses of up to NIS 2,973,010 (USD 764,466). The IIA will participate in 50% of these expenses for the period from July 1, 2012 until April 30, 2014. As of the date of the financial statements, the Company had received a refund for its participation in the amount of NIS 1,189,204 (USD 305,787). C. The Company signed an agreement with the Technion Research and Development Foundation (hereinafter “TRDF”) in June 2012 by which the TRDF transferred a global, exclusive, royalty-bearing license to the Company in accordance with the license agreement. As partial consideration for the license, the Company shall pay TRDF royalties on net sales (between 1.5%-3%) D. In August 2014, the Company received approval from the IIA for participation in research and development expenses of up to NIS 3,594,082 (USD 924,166). The IIA will participate in 50% of these expenses for the period from May 1, 2014 until September 30, 2015. As of the date of the financial statements, the Company had received a refund for its participation in the amount of NIS 1,554,156 (USD 400,143). E. On March 29, 2016, the company’s program with the IIA was segregated into two separate programs, one for subcontractors outside of Israel and the other for all other expenses incurred in Israel. With regard to the expenses incurred in Israel program, the Company received approval from the IIA for participation in research and development expenses of up to NIS 3,041,529 (USD 794,963). The IIA will participate in 60% of these expenses. With regard to the expenses outside of Israel program, the Company received approval from the IIA for participation in research and development expenses of up to NIS 825,000 (USD 215,630). The IIA will participate in 30% of these expenses. As of the date of the financial statements, the Company had received a refund for its participation in the amount of NIS 725,826 (USD 187,743). | NOTE 9 COMMITMENTS A. Office of the Chief Scientist The Company obtained from the Chief Scientist of the State of Israel grants for participation in research and development for the years 2013 through 2015, and, in return, the Company is obligated to pay royalties amounting to 3% of its future sales up to the amount of the grant. The grant is linked to the exchange rate of the dollar and bears interest of Libor per annum. Through the year ended December 31, 2015, total grants obtained amounted to $705,930. The refund of the grants is contingent upon the successful outcome of the Company’s research and development programs 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 Government of Israel. The grants are received from the Government 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. B. In June 2012, the Company received approval from the Chief Scientist (“CS”) for participation in research and development expenses of up to NIS 2,973,010 (USD 764,466). The CS will participate in 50% of these expenses for the period from July 1, 2012 until April 30, 2014. As of the date of the financial statements, the Company had received a refund for its participation in amount of NIS 1,189,204 (USD 305,787). C. In August 2014, the Company received approval from the CS for participation in research and development expenses of up to NIS 3,594,082 (USD 924,166). The CS will participate in 50% of these expenses for the period from May 1, 2014 until September 30, 2015. As of the date of the financial statements, the Company had received a refund for its participation in amount of NIS 1,554,156 (USD 400,143). D. The Company signed an agreement with the Technion Research and Development Foundation (hereinafter “TRDF”) in June 2012 by which the TRDF transferred a global, exclusive, royalty-bearing license to the Company in accordance with the license agreement. As partial consideration for the license, the Company shall pay TRDF royalties on net sales (between 1.5%-3%) and on sublicense income as detailed in the agreement. |
SHARE CAPITAL
SHARE CAPITAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||
SHARE CAPITAL | NOTE 10 SHARE CAPITAL A. Composition of share capital As of September 30, As of December 31, 2016 2015 2015 Unaudited Number of ordinary shares of NIS 0. 001 par value Authorized 20,000,000 20,000,000 20,000,000 Issued and outstanding 4,541,500 4,541,500 4,541,500 As of September 30, As of December 31, 2016 2015 2015 Unaudited Number of preferred A shares of NIS 0.001 par value Authorized 4,000,000 4,000,000 4,000,000 Issued and outstanding 3,862,400 3,000,000 3,000,000 B. Share capital developments (1) On November 10, 2010, the date of incorporation, the Company issued 800,000 ordinary shares, NIS 0.001 nominal value each, to its founders. (2) On February 6, 2012, the Company performed a recapitalization of the Company’s share capital by which the Company issued 3,565,000 ordinary shares, NIS 0.001 nominal value each, in accordance with the recapitalization. a. The Company allocated 1,021,410 ordinary shares, NIS 0.001 nominal value each, to TRDF in accordance with the recapitalization. b. The Company allocated 2,543,590 ordinary shares, NIS 0.001 nominal value each, to its founders in accordance with the recapitalization. (3) In June 2012, the Company allocated 135,000 ordinary shares, NIS 0.001 nominal value each, to TRDF as partial consideration for the transfer of an exclusive, royalty-bearing license in accordance with the license agreement. B. Share capital developments (cont.) (4) On August 29, 2012, the Company received an investment of USD 1,500,000 from a number of investors in accordance with a share purchase agreement. In addition, the Company issued warrants in a ratio of 1:1 for the option to purchase the Company’s series A preferred shares, NIS 0.001 nominal value each. In 2013, the Company allocated 1,500,000 series A preferred shares, NIS 0.001 nominal value each, to the investors. In February 2014, the investors exercised the warrants for 1,500,000 series A preferred shares, NIS 0.001 nominal value each, for total consideration of USD 1,500,000. (5) Pursuant to the allocation of the series A preferred shares in 2013, the Company allocated an additional 41,500 ordinary shares, NIS 0.001 nominal value each, to the TRDF in accordance with Company’s obligations as outlined in the license agreement in consideration for intellectual property received and in the framework of the anti-dilution rights issued. C. Employee share option grant On September 2014, the Company’s Board of Directors approved a grant of 403,592 options to its CEO, through MEDX Venture Group. Each option is exercisable into an ordinary share of NIS 0.001 par value at an exercise price equal to fair market value at date of grant. The options were fully vested at the date of grant. As the exercise price of the options is nominal, the Company estimated the fair value of the options as equal to the Company’s share price of 0.8 USD as the date of grant. On May 2, 2016 the Company’s board of directors approved a grant of 500,000 options to certain of its employees and consultants. Each option is exercisable into an ordinary share of NIS 0.001 par value at an exercise price equal to the share’s par value. The options were fully vested at the date of grant. As a result, the Company recognized share-based payment expenses in the amount of 675,389 USD included in general and administrative expenses. As the exercise price of the options is nominal, the Company estimated the fair value of the options as equal to the Company’s share price of 1.35 USD as the date of grant. | NOTE 10 SHARE CAPITAL A. Composition of share capital Number of ordinary shares of NIS 0.001 par value As of December 31 2015 2014 Authorized 20,000,000 20,000,000 Issued and outstanding 4,541,500 4,541,500 Number of preferred A shares of NIS 0.001 par value As of December 31, 2015 2014 Authorized 4,000,000 4,000,000 Issued and outstanding 3,000,000 3,000,000 B. Share capital developments (1) On November 10, 2010, the date of incorporation, the Company issued 800,000 ordinary shares, NIS 0.001 nominal value each, to its founders. (2) On February 6, 2012, the Company performed a recapitalization of the Company’s share capital by which the Company issued 3,565,000 ordinary shares, NIS 0.001 nominal value each, in accordance with the recapitalization. a. The Company allocated 1,021,410 ordinary shares, NIS 0.001 nominal value each, to TRDF in accordance with the recapitalization. b. The Company allocated 2,543,590 ordinary shares, NIS 0.001 nominal value each, to its founders in accordance with the recapitalization. (3) In June 2012, the Company allocated 135,000 ordinary shares, NIS 0.001 nominal value each, to TRDF as partial consideration for the transfer of an exclusive, royalty-bearing license in accordance with the license agreement. (4) On August 29, 2012, the Company received an investment of USD 1,500,000 from a number of investors in accordance with the share purchase agreement. In addition, the Company issued warrants in a ratio of 1:1 for the option to purchase the Company’s series A preferred shares, NIS 0.001 nominal value each. In 2013, the Company allocated 1,500,000 series A preferred shares, NIS 0.001 nominal value each, to the investors. In February 2014, the investors exercised the warrants for 1,500,000 series A preferred shares, NIS 0.001 nominal value each, for total consideration of USD 1,500,000. (5) Pursuant to the allocation of the series A preferred shares in 2013, the Company allocated an additional 41,500 ordinary shares, NIS 0.001 nominal value each, to the TRDF in accordance with Company’s obligations as outlined in the license agreement in consideration for intellectual property received and in the framework of the anti-dilution rights issued. |
RESEARCH EXPENSES, NET
RESEARCH EXPENSES, NET | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Research and Development [Abstract] | ||
RESEARCH EXPENSES, NET | NOTE 11 RESEARCH AND DEVELOPMENT EXPENSES, NET Nine months ended September 30, Three months ended September 30, Year ended 2016 2015 2016 2015 2015 Unaudited Unaudited Wages and related expenses $ 350,250 $ 345,802 $ 121,593 $ 109,933 $ 464,481 Materials 90,717 10,580 40,802 190 11,072 Patents 60,084 24,021 41,310 6,720 36,967 Office and maintenance 8,868 46,614 4,538 42,139 11,122 Rent 36,282 18,454 10,941 17,722 29,442 Professional services 131,935 272,441 119,511 46,326 364,638 Depreciation 3,715 7,269 2,128 4,221 6,392 Other 31,769 20,693 20,872 15,377 100,033 713,620 745,874 361,695 211,874 1,024,147 Less grants received from chief scientist (111,045 ) (268,267 ) (21,644 ) (196,261 ) (201,388 ) $ 602,575 $ 477,607 $ 340,051 $ 15,613 $ 822,759 | NOTE 11 RESEARCH EXPENSES, NET Year ended December 31, 2015 2014 Wages and related expenses $ 464,481 $ 479,717 Materials 11,072 27,083 Patents 36,967 115,853 Office and maintenance 11,122 15,258 Rent 29,442 28,689 Professional services 364,638 537,422 Depreciation 6,392 5,223 Other 100,033 57,086 1,024,147 1,266,331 Less grants received from chief scientist (201,388 ) (429,633 ) $ 822,759 $ 836,698 |
General And Administrative Expe
General And Administrative Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | ||
General And Administrative Expenses | NOTE 12 GENERAL AND ADMINISTRATIVE EXPENSES Nine months ended September 30, Three months ended September 30, Year ended 2016 2015 2016 2015 2015 Unaudited Unaudited Professional services $ 214,536 $ 5,488 $ 88,935 $ 1,337 $ 35,063 Legal fees 206,449 5,275 201,454 1,410 5,323 Travel 12,423 4,591 9,504 — 14,592 Depreciation 4,720 10,460 1,446 5,188 10,646 Other 6,491 19,576 3,177 6,146 26,394 Share based compensation 675,389 — — — — $ 1,120,008 $ 45,390 $ 304,516 $ 14,081 $ 92,018 | NOTE 12 GENERAL AND ADMINISTRATIVE EXPENSES Year ended December 31, 2015 2014 Professional services $ 35,063 $ 3,761 Legal fees 5,323 2,237 Travel 14,592 23,306 Depreciation 10,646 12,404 Other 26,394 23,405 $ 92,018 $ 65,113 |
FINANCE EXPENSES, NET
FINANCE EXPENSES, NET | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | ||
FINANCE EXPENSES, NET | NOTE 13 FINANCE EXPENSES, NET Nine months ended September 30, Three months ended September 30, Year ended 2016 2015 2016 2015 2015 Unaudited Unaudited Bank fees and interest $ 257,728 $ 518 $ (1,875 ) $ 80 $ 7,362 Exchange differences (16,971 ) (1,851 ) 9,208 7,657 (1,299 ) $ 240,757 $ (1,333 ) $ 7,333 $ 7,647 $ 6,063 | NOTE 13 FINANCE EXPENSES, NET Year ended December 31, 2015 2014 Bank fees and interest $ 7,362 $ 1,704 Exchange differences (1,299 ) 117,319 $ 6,063 $ 119,023 |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | ||
RELATED PARTIES | NOTE 14 RELATED PARTIES A. L.S.A. Life Sciences Accelerator Ltd. The Company and L.S.A. Life Sciences Accelerator Ltd. are related parties, within the definition of that term in ASC 830 as of September 30, 2016. L.S.A. Life Sciences Accelerator Ltd. has a 20.74% holding in the Company’s share capital as of September 30, 2016. B. The Technion R&D Foundation Ltd. The Technion R&D Foundation Ltd. holds 13.9% of the Company’s total share capital as of September 30, 2016. C. MEDX Ventures Group LLC 1. The Company and the MEDX Ventures Group LLC are related parties, within the definition of that term in ASC 830. MEDX provides managing services in consideration of 17,000 USD per month. 2. The MEDX Ventures Group LLC holds 14.94% of the Company’s total share capital as of September 30, 2016. | NOTE 14 RELATED PARTIES A. L.S.A. Life Sciences Accelerator Ltd. 1. The Company and L.S.A. Life Sciences Accelerator Ltd. are related parties, within the definition of that term in ASC 830. 2. L.S.A. Life Sciences Accelerator Ltd. has a 24.3% holding in the Company’s share capital. B. The Technion R&D Foundation Ltd. The Technion R&D Foundation Ltd. holds 15.88% of the Company’s total share capital. C. MEDX Ventures Group LLC 1. The Company and the MEDX Ventures Group LLC are related parties, within the definition of that term in ASC 830. MEDX is providing management consulting service in monthly consideration of 17 thousand USD 2. The MEDX Ventures Group LLC holds 12.16% of the Company’s total share. |
Taxes on Income
Taxes on Income | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
TAXES ON INCOME | NOTE 15 TAXES ON INCOME A. The Company is taxed according to Israeli tax laws: 1. Corporate tax rates in Israel The Israeli corporate tax rate was 26.5% and 25% in the years 2015 and 2016 and onwards. 2. The entity is still in its development stage and has not yet generated revenues, therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts. As of September 30, As of December 31, 2016 2015 2015 In thousands In thousands Unaudited Deferred tax assets Deferred taxes due to carryforward losses $ 1,067 $ 739 $ 844 1,067 739 844 Valuation allowance (1,067 ) (739 ) (844 ) Net deferred tax asset $ — $ — $ — | NOTE 15 TAXES ON INCOME A. The Company is taxed according to Israeli tax laws: 1. Corporate tax rates in Israel The Israeli corporate tax rate was 26.5% in the years 2015 and 2014. 2. The entity is still in its development stage and has not yet generated revenues, therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts. Year ended 2015 2014 In thousands Deferred tax assets Deferred taxes due to carryforward losses $ 844 $ 600 844 600 Valuation allowance (844 ) (600 ) Net deferred tax asset $ — $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 16 SUBSEQUENT EVENTS On August 15, 2016 the Company entered into agreement to merge with a wholly owned subsidiary of StemCells Inc., a Delaware corporation that is traded on NASDAQ. The merger was completed on November 28, 2016 and all Company securities were converted into the rights receive securities of StemCells, Inc. On November 28, 2016 the convertible loans which were received in May 2016 were converted into the company’s Series A preferred shares. | NOTE 16 SUBSEQUENT EVENTS A. On March 29, 2016, the company’s program with the Chief Scientist (“CS”) was segregated into two separate programs, one for subcontractors outside of Israel and the other for all other expenses incurred in Israel. With regard to the subcontractors incurred in Israel program, the Company received approval from the Chief Scientist (“CS”) for participation in research and development expenses of up to NIS 3,041,529 (USD 794,963). The CS will participate in 60% of these expenses. With regard to the expenses outside of Israel program, the Company received approval from the Chief Scientist (“CS”) for participation in research and development expenses of up to NIS 825,000 (USD 215,630). The CS will participate in 30% of these expenses. B. On May 11, 2016 The Company signed a convertible loan agreement with several invertors. According to the loan agreement, the Company will receive an amount of USD 750,000. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Use of estimates | C. Use of estimates The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates. | C. Use of estimates The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions pertaining to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from these estimates. |
Risk factors and Company's business condition | D. Risk factors and Company’s business condition To date the Company has not generated any revenues from its activities and has incurred substantial operating losses. 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, however there can be no assurance that such additional funds will be available on terms acceptable to the Company or that the Company will not incur additional unforeseen costs or expenses. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. 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. | D. Risk factors and Company’s business condition The Company has a limited operating history and faces a number of risks, including uncertainties regarding the development of its product. Additionally, the Company expects that it will continue to incur significant operating costs and losses in connection with the development of its products and financing of its business development operations. As of the date of the financial statements, the continuation of the Company’s activities and its obligations are dependent upon the receipt of financing from its shareholders or new investors |
Basis of presentation | A. Basis of presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). | A. Basis of presentation The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America (“US GAAP”). |
Financial statement in U.S. dollars | B. Financial statement in U.S. dollars The functional currency of the Company is the U.S dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured 830-10, All transaction gains and losses from re-measurement non-dollar | B. Financial statement in U.S. dollars The functional currency of the Company is the U.S dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of ASC 830-10, “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. |
Cash and cash equivalents | C. Cash and cash equivalents Cash and cash equivalents consist of cash and demand deposits in banks, and other short-term liquid investments (primarily interest-bearing time deposits) with original maturities of less than three months. | C. Cash and cash equivalents Cash and cash equivalents consist of cash and demand deposits in banks, and other short-term liquid investments (primarily interest-bearing time deposits) with original maturities of less than three months. |
Fair value of financial instruments | D. Fair value of financial instruments The carrying values of cash and cash equivalents, other receivable and prepaid expenses, marketable equity securities loans and other accounts payable approximate their fair value due to the short-term maturity of these instruments. | D. Fair value of financial instruments: The carrying values of cash and cash equivalents, other receivable and prepaid expenses, marketable equity securities and other accounts payable approximate their fair value due to the short-term maturity of these instruments. |
Fixed assets | E. Fixed assets Property and equipment are presented at cost, net of investment grants received and less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets, as follows: % Research equipment and software 25-33 Leasehold improvements 10 Furniture and office equipment 7 | E. Fixed assets Property and equipment are presented at cost, net of investment grants received and less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets, as follows: % Research equipment and software 25-33% Leasehold improvements 10 Furniture and office equipment 7 |
Related parties | F. Related parties Detailed disclosure has been provided regarding transactions with related parties as defined in Accounting Standards Codification 850 (ASC 850). See Note 14 regarding these transactions. | F. Related parties Detailed disclosure has been provided regarding transactions with related parties as defined in Accounting Standards Codification 850 (ASC 850). See Note 13 regarding these transactions. |
Share premium | G. Share premium A premium representing surplus receipts due to shares on their nominal value (see Note 9). | |
Liabilities due to termination of employer-employee relations | L. Share-based compensation The Company applies ASC 718-10, ASC 718-10 The Company recognizes compensation expenses for the value of non-employee The Company estimates the fair value of stock options granted as equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon non-employees | H. Liabilities due to termination of employer-employee relations The employees of the Company are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”) for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies. Payments in accordance with Article 14 release the Company from any future severance payments (under the Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. |
Basic and diluted net loss per share | I. Basic and diluted net loss per share Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been issued, using the treasury stock method, in accordance with ASC 260-10 | I. Basic and diluted net loss per share: Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”. Potentially dilutive common shares were excluded from the diluted loss per share calculation because they were anti-dilutive. |
Research and development expenses, net | J. Research and development expenses, net Research and development expenses are charged to the statement of operations as incurred. Grants for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from the research and development expenses. | J. Research and development expenses, net: Research and development expenses, are charged to the statement of operations as incurred. Grants for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from the research and development expenses. |
Convertible debentures | K. Convertible debentures Proceeds from the sale of debt securities with a conversion feature are allocated to equity based on the intrinsic value of such conversion feature in accordance with ASC 470-20 Convertible notes with characteristics of both liabilities and equity are classified as either debt or equity based on the characteristics of its monetary value, with convertible notes classified as debt being measured at fair value, in accordance with ASC 480-10, | K. Convertible debentures: Proceeds from the sale of debt securities with a conversion feature are allocated to equity based on the intrinsic value of such conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”, with a corresponding discount on the debt instrument recorded in liabilities which is amortized in finance expense over the term of the loan. |
Liabilities due to termination of employer-employee relations | H. Liabilities due to termination of employer-employee relations The employees of the Company are included under Article 14 of the Severance Compensation Act, 1963 (“Article 14”) for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies. Payments in accordance with Article 14 release the Company from any future severance payments (under the Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property and Equipment | Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets, as follows: % Research equipment and software 25-33% Leasehold improvements 10 Furniture and office equipment 7 |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | ||
Schedule of Cash and Cash Equivalents | As of September 30, As of December 31, 2016 2015 2015 Unaudited Cash $ 573,384 $ 285,672 $ 426,992 Deposits — 9,673 9,725 $ 573,384 $ 295,345 $ 436,717 | As of December 31, 2015 2014 Cash $ 426,992 $ 630,826 Deposits 9,725 159,420 $ 436,717 $ 790,246 |
OTHER RECEIVABLE AND CURRENT 25
OTHER RECEIVABLE AND CURRENT ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Other Assets | As of September 30, As of December 31, 2016 2015 2015 Unaudited Government institutions $ 15,628 $ 13,009 $ 9,820 Prepaid expenses 36,237 19,212 25,383 Shareholders 3,394 14,480 14,558 Grants receivable from chief scientist — 56,538 — $ 55,259 $ 103,239 $ 49,761 | As of December 31, 2015 2014 Government institutions $ 9,820 $ 13,349 Prepaid expenses 25,383 33,334 Shareholders 14,558 2,341 Grants receivable from chief scientist — 65,187 $ 49,761 $ 114,211 |
FIXED ASSETS, NET (Tables)
FIXED ASSETS, NET (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Fixed Assets, Net | As of September 30, As of December 31, 2016 2015 2015 Unaudited Cost Research equipment and software $ 28,654 $ 28,654 $ 28,654 Furniture and office equipment 58,230 58,230 58,230 Leasehold improvements 4,649 4,649 4,649 91,533 91,533 91,533 Accumulated Depreciation Research equipment and software 22,098 16,916 18,383 Furniture and office equipment 38,276 31,910 33,905 Leasehold improvements 1,914 1,449 1,565 62,288 50,275 53,853 $ 29,245 $ 41,258 $ 37,680 | As of December 31, 2015 2014 Cost Research equipment and software $ 28,654 $ 28,654 Furniture and office equipment 58,230 56,705 Leasehold improvements 4,649 4,649 91,533 90,008 Accumulated Depreciation Research equipment and software 18,383 12,733 Furniture and office equipment 33,905 22,774 Leasehold improvements 1,565 1,100 53,853 36,607 $ 37,680 $ 53,401 |
TRADE ACCOUNTS PAYABLE (Tables)
TRADE ACCOUNTS PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Payables and Accruals [Abstract] | ||
Summary of Trade Accounts Payable | As of September 30, As of December 31, 2016 2015 2015 Unaudited Accounts payable $ 79,239 $ 27,244 $ 24,533 Outstanding checks 1,652 12,728 128 $ 80,891 $ 39,972 $ 24,661 | As of December 31, 2015 2014 Accounts payable $ 24,533 $ 19,694 Outstanding checks 128 121 $ 24,661 $ 19,815 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | ||
Summary of Other Current Liabilities | As of September 30, As of December 31, 2016 2015 2015 Unaudited Employees $ 60,171 $ 23,107 $ 51,867 Government institution 15,183 11,748 18,231 Expenses payable 73,373 (11,693 ) 68,455 Other 125,543 41,786 (189 ) Chief scientist 71,719 — 9,872 $ 345,989 $ 64,948 $ 148,236 | As of December 31, 2015 2014 Employees $ 51,867 $ 56,946 Government institution 18,231 17,754 Expenses payable 68,455 3,708 Chief scientist 9,872 — Other (189 ) 3,049 $ 148,236 $ 81,457 |
SHARE CAPITAL (Tables)
SHARE CAPITAL (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||
Share Capital - Composition of Share Capital | A. Composition of share capital As of September 30, As of December 31, 2016 2015 2015 Unaudited Number of ordinary shares of NIS 0. 001 par value Authorized 20,000,000 20,000,000 20,000,000 Issued and outstanding 4,541,500 4,541,500 4,541,500 As of September 30, As of December 31, 2016 2015 2015 Unaudited Number of preferred A shares of NIS 0.001 par value Authorized 4,000,000 4,000,000 4,000,000 Issued and outstanding 3,862,400 3,000,000 3,000,000 | A. Composition of share capital Number of ordinary shares of NIS 0.001 par value As of December 31 2015 2014 Authorized 20,000,000 20,000,000 Issued and outstanding 4,541,500 4,541,500 Number of preferred A shares of NIS 0.001 par value As of December 31, 2015 2014 Authorized 4,000,000 4,000,000 Issued and outstanding 3,000,000 3,000,000 |
RESEARCH EXPENSES, NET (Tables)
RESEARCH EXPENSES, NET (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Research and Development [Abstract] | ||
Summary of Research Expenses, Net | Nine months ended September 30, Three months ended September 30, Year ended 2016 2015 2016 2015 2015 Unaudited Unaudited Wages and related expenses $ 350,250 $ 345,802 $ 121,593 $ 109,933 $ 464,481 Materials 90,717 10,580 40,802 190 11,072 Patents 60,084 24,021 41,310 6,720 36,967 Office and maintenance 8,868 46,614 4,538 42,139 11,122 Rent 36,282 18,454 10,941 17,722 29,442 Professional services 131,935 272,441 119,511 46,326 364,638 Depreciation 3,715 7,269 2,128 4,221 6,392 Other 31,769 20,693 20,872 15,377 100,033 713,620 745,874 361,695 211,874 1,024,147 Less grants received from chief scientist (111,045 ) (268,267 ) (21,644 ) (196,261 ) (201,388 ) $ 602,575 $ 477,607 $ 340,051 $ 15,613 $ 822,759 | Year ended December 31, 2015 2014 Wages and related expenses $ 464,481 $ 479,717 Materials 11,072 27,083 Patents 36,967 115,853 Office and maintenance 11,122 15,258 Rent 29,442 28,689 Professional services 364,638 537,422 Depreciation 6,392 5,223 Other 100,033 57,086 1,024,147 1,266,331 Less grants received from chief scientist (201,388 ) (429,633 ) $ 822,759 $ 836,698 |
General And Administrative Ex31
General And Administrative Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | ||
Schedule of General and Administrative Expenses | Nine months ended September 30, Three months ended September 30, Year ended 2016 2015 2016 2015 2015 Unaudited Unaudited Professional services $ 214,536 $ 5,488 $ 88,935 $ 1,337 $ 35,063 Legal fees 206,449 5,275 201,454 1,410 5,323 Travel 12,423 4,591 9,504 — 14,592 Depreciation 4,720 10,460 1,446 5,188 10,646 Other 6,491 19,576 3,177 6,146 26,394 Share based compensation 675,389 — — — — $ 1,120,008 $ 45,390 $ 304,516 $ 14,081 $ 92,018 | Year ended December 31, 2015 2014 Professional services $ 35,063 $ 3,761 Legal fees 5,323 2,237 Travel 14,592 23,306 Depreciation 10,646 12,404 Other 26,394 23,405 $ 92,018 $ 65,113 |
FINANCE EXPENSES, NET (Tables)
FINANCE EXPENSES, NET (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | ||
Summary of Finance Expenses, Net | Nine months ended September 30, Three months ended September 30, Year ended 2016 2015 2016 2015 2015 Unaudited Unaudited Bank fees and interest $ 257,728 $ 518 $ (1,875 ) $ 80 $ 7,362 Exchange differences (16,971 ) (1,851 ) 9,208 7,657 (1,299 ) $ 240,757 $ (1,333 ) $ 7,333 $ 7,647 $ 6,063 | Year ended December 31, 2015 2014 Bank fees and interest $ 7,362 $ 1,704 Exchange differences (1,299 ) 117,319 $ 6,063 $ 119,023 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Components of Deferred Tax Assets | As of September 30, As of December 31, 2016 2015 2015 In thousands In thousands Unaudited Deferred tax assets Deferred taxes due to carryforward losses $ 1,067 $ 739 $ 844 1,067 739 844 Valuation allowance (1,067 ) (739 ) (844 ) | Year ended 2015 2014 In thousands Deferred tax assets Deferred taxes due to carryforward losses $ 844 $ 600 844 600 Valuation allowance (844 ) (600 ) Net deferred tax asset $ — $ — |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | 10 years |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | 7 years |
Research Equipment and Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Depreciation Rate | 25.00% | 25.00% |
Research Equipment and Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Depreciation Rate | 33.00% | 33.00% |
Cash and Cash Equivalent (Detai
Cash and Cash Equivalent (Detail) - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Abstract] | |||||||
Cash | $ 573,384 | $ 426,992 | $ 285,672 | $ 630,826 | |||
Deposits | 9,725 | 9,673 | 159,420 | ||||
Cash and cash equivalents | $ 573,384 | $ 840,853 | $ 436,717 | $ 295,345 | $ 383,680 | $ 790,246 | $ 358,536 |
Other Receivable and Current 36
Other Receivable and Current Assets (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Government institutions | $ 15,628 | $ 9,820 | $ 13,009 | $ 13,349 |
Prepaid expenses | 36,237 | 25,383 | 19,212 | 33,334 |
Shareholders | 3,394 | 14,558 | 14,480 | 2,341 |
Grants receivable from chief scientist | 56,538 | 65,187 | ||
Other receivables and current assets | $ 55,259 | $ 49,761 | $ 103,239 | $ 114,211 |
Fixed Assets - Summary of Fixed
Fixed Assets - Summary of Fixed Asset Net (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||||
Cost | $ 91,533 | $ 91,533 | $ 91,533 | $ 90,008 |
Accumulated Depreciation | 62,288 | 53,853 | 50,275 | 36,607 |
Fixed Assets, net | 29,245 | 37,680 | 41,258 | 53,401 |
Research Equipment and Software [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Cost | 28,654 | 28,654 | 28,654 | 28,654 |
Accumulated Depreciation | 22,098 | 18,383 | 16,916 | 12,733 |
Furniture and Office Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Cost | 58,230 | 58,230 | 58,230 | 56,705 |
Accumulated Depreciation | 38,276 | 33,905 | 31,910 | 22,774 |
Leasehold improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Cost | 4,649 | 4,649 | 4,649 | 4,649 |
Accumulated Depreciation | $ 1,914 | $ 1,565 | $ 1,449 | $ 1,100 |
Trade Accounts Payable - Summar
Trade Accounts Payable - Summary of Trade Accounts Payable (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||||
Accounts payable | $ 79,239 | $ 24,533 | $ 27,244 | $ 19,694 |
Outstanding checks | 1,652 | 128 | 12,728 | 121 |
Total accounts payable | $ 80,891 | $ 24,661 | $ 39,972 | $ 19,815 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||||
Employees | $ 60,171 | $ 51,867 | $ 23,107 | $ 56,946 |
Government institution | 15,183 | 18,231 | 11,748 | 17,754 |
Expenses payable | 73,373 | 68,455 | (11,693) | 3,708 |
Chief scientist | 71,719 | 9,872 | ||
Other | 125,543 | (189) | 41,786 | 3,049 |
Total Other Liabilities, Current | $ 345,989 | $ 148,236 | $ 64,948 | $ 81,457 |
Convertible Loan From Shareho40
Convertible Loan From Shareholders - Additional Information (Detail) | Nov. 28, 2016$ / sharesshares | Jul. 07, 2016₪ / sharesshares | May 11, 2016USD ($) | Oct. 08, 2015USD ($) | Sep. 30, 2016₪ / shares | Jul. 07, 2016$ / shares | Dec. 31, 2015₪ / shares | Sep. 30, 2015₪ / shares | Dec. 31, 2014₪ / shares | Aug. 29, 2012₪ / shares |
Debt conversion, Series A preferred shares issued | 452,650 | |||||||||
Debt conversion, warrant issued | 452,650 | |||||||||
Number of preferred A shares, par value | ₪ / shares | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ||||
Exercise price of warrants | $ / shares | $ 1 | |||||||||
Debt, discount rate | 20.00% | |||||||||
Convertible Debt [Member] | ||||||||||
Loans Receivable | $ | $ 750,000 | |||||||||
The loan bears interest rate | 10.00% | |||||||||
The loan bears interest rate | 10.00% | |||||||||
Convertible Debt [Member] | Maximum [Member] | ||||||||||
Loans Receivable | $ | $ 500,000 | |||||||||
Convertible Debt [Member] | Subsequent Events | ||||||||||
Debt conversion, Series A preferred shares issued | 598,225 | |||||||||
Number of preferred A shares, par value | $ / shares | $ 0.001 |
Commitments (Detail)
Commitments (Detail) | Mar. 29, 2016USD ($) | Mar. 29, 2016ILS (₪) | Aug. 31, 2014USD ($) | Aug. 31, 2014ILS (₪) | Jun. 30, 2012USD ($) | Jun. 30, 2012ILS (₪) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2014ILS (₪) | Dec. 31, 2012USD ($) | Dec. 31, 2012ILS (₪) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013 | Jun. 30, 2012 | Sep. 30, 2015 | Apr. 30, 2014 |
Loss Contingencies [Line Items] | ||||||||||||||||||||
Research and development expense | $ 340,051 | $ 15,613 | $ 602,575 | $ 477,607 | $ 822,759 | $ 836,698 | ||||||||||||||
Israeli Innovation Authority [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Royalties payable as % of future sales | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||||||||||
Total grants obtained | $ 893,673 | $ 705,930 | ||||||||||||||||||
Research and development expense, CS participation percentage | 50.00% | |||||||||||||||||||
Refund for participation research and development | $ 400,143 | ₪ 1,554,156 | ||||||||||||||||||
Chief Scientist Of State Of Israel [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Research and development expense, CS participation percentage | 50.00% | |||||||||||||||||||
Refund for participation research and development | $ 305,787 | ₪ 1,189,204 | ||||||||||||||||||
ISRAEL | Israeli Innovation Authority [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Research and development expense, CS participation percentage | 60.00% | 60.00% | ||||||||||||||||||
Outside of Israel [Member] | Israeli Innovation Authority [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Research and development expense, CS participation percentage | 30.00% | 30.00% | ||||||||||||||||||
Refund for participation research and development | $ 187,743 | ₪ 725,826 | ||||||||||||||||||
Minimum [Member] | The Technician Research And Development Foundation Limited [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Royalties payable as % of future sales | 1.50% | |||||||||||||||||||
Maximum [Member] | The Technician Research And Development Foundation Limited [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Royalties payable as % of future sales | 3.00% | |||||||||||||||||||
Maximum [Member] | Israeli Innovation Authority [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Research and development expense | $ 924,166 | ₪ 3,594,082 | ||||||||||||||||||
Maximum [Member] | Chief Scientist Of State Of Israel [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Research and development expense | $ 764,466 | ₪ 2,973,010 | ||||||||||||||||||
Maximum [Member] | ISRAEL | Israeli Innovation Authority [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Research and development expense | 794,963 | 3,041,529 | ||||||||||||||||||
Maximum [Member] | Outside of Israel [Member] | Israeli Innovation Authority [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Research and development expense | $ 215,630 | ₪ 825,000 |
Composition of Share Capital (D
Composition of Share Capital (Detail) - shares | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Equity [Abstract] | ||||
Number of ordinary shares,Authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 |
Number of ordinary shares,Issued | 4,541,500 | 4,541,500 | 4,541,500 | 4,541,500 |
Number of ordinary shares, Outstanding | 4,541,500 | 4,541,500 | 4,541,500 | 4,541,500 |
Number of preferred A shares,Authorized | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 |
Number of preferred A shares, Issued | 3,862,400 | 3,000,000 | 3,000,000 | 3,000,000 |
Number of preferred A shares, Outstanding | 3,862,400 | 3,000,000 | 3,000,000 | 3,000,000 |
Composition of Share Capital (P
Composition of Share Capital (Parenthetical) (Detail) - ₪ / shares | Sep. 30, 2016 | Jul. 07, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Aug. 29, 2012 | Feb. 06, 2012 | Nov. 10, 2010 |
Equity [Abstract] | ||||||||
Number of ordinary shares, Ordinary shares par value | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ||
Number of preferred A shares, par value | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) | May 02, 2016₪ / shares$ / sharesshares | Feb. 28, 2014USD ($)shares | Aug. 29, 2012USD ($) | Feb. 06, 2012₪ / sharesshares | Nov. 10, 2010₪ / sharesshares | Jun. 30, 2012₪ / sharesshares | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2014₪ / shares$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2013₪ / sharesshares | Sep. 30, 2016₪ / sharesshares | Jul. 07, 2016₪ / shares | Dec. 31, 2015₪ / sharesshares | Sep. 30, 2015₪ / sharesshares | Dec. 31, 2014₪ / sharesshares | Feb. 28, 2014₪ / shares | Aug. 29, 2012₪ / sharesshares |
Class of Stock [Line Items] | ||||||||||||||||||
Ordinary shares, Issued | 3,565,000 | 800,000 | ||||||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ||||||||||||
Investment from issuance of shares | $ | $ 1,500,000 | $ 1,502,767 | ||||||||||||||||
Warrant to purchase preferred stock ratio | 1 | |||||||||||||||||
Number of preferred A shares, par value | ₪ / shares | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | ||||||||||||
Number of preferred A shares, Outstanding | 3,862,400 | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||||||
proceed warrant exercise | $ | $ 154,000 | $ 154,000 | ||||||||||||||||
Weighted-average exercise price per share, granted | $ / shares | $ 1.35 | |||||||||||||||||
General and Administrative Expenses [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share based payment expenses | $ | $ 675,389 | |||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.001 | |||||||||||||||||
Number of stock options granted | 403,592 | |||||||||||||||||
Weighted-average exercise price per share, granted | $ / shares | ₪ 0.8 | |||||||||||||||||
Employees And Consultants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Ordinary shares, par value | ₪ / shares | $ 0.001 | |||||||||||||||||
Number of stock options granted | 500,000 | |||||||||||||||||
Investor [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of preferred A shares, par value | ₪ / shares | ₪ 0.001 | ₪ 0.001 | ||||||||||||||||
Number of preferred A shares, Outstanding | 1,500,000 | |||||||||||||||||
Number of warrants exercised | 1,500,000 | |||||||||||||||||
proceed warrant exercise | $ | $ 1,500,000 | |||||||||||||||||
The Technician Research And Development Foundation Limited [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Ordinary shares, Issued | 1,021,410 | 135,000 | 41,500 | |||||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.001 | ₪ 0.001 | ₪ 0.001 | |||||||||||||||
Founders [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Ordinary shares, Issued | 2,543,590 | |||||||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.001 |
Research Expenses, Net (Detail)
Research Expenses, Net (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Depreciation | $ 2,666 | $ 4,938 | $ 8,435 | $ 13,668 | $ 17,246 | $ 16,373 |
Research and development expense | 340,051 | 15,613 | 602,575 | 477,607 | 822,759 | 836,698 |
Research and development expenses, net [Member] | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Wages and related expenses | 121,593 | 109,933 | 350,250 | 345,802 | 464,481 | 479,717 |
Materials | 40,802 | 190 | 90,717 | 10,580 | 11,072 | 27,083 |
Patents | 41,310 | 6,720 | 60,084 | 24,021 | 36,967 | 115,853 |
Office and maintenance | 4,538 | 42,139 | 8,868 | 46,614 | 11,122 | 15,258 |
Rent | 10,941 | 17,722 | 36,282 | 18,454 | 29,442 | 28,689 |
Professional services | 119,511 | 46,326 | 131,935 | 272,441 | 364,638 | 537,422 |
Depreciation | 2,128 | 4,221 | 3,715 | 7,269 | 6,392 | 5,223 |
Other | 20,872 | 15,377 | 31,769 | 20,693 | 100,033 | 57,086 |
Research And Development Expense Gross, Total | 361,695 | 211,874 | 713,620 | 745,874 | 1,024,147 | 1,266,331 |
Less grants received from chief scientist | $ (21,644) | $ (196,261) | $ (111,045) | $ (268,267) | $ (201,388) | $ (429,633) |
Schedule of General and Adminis
Schedule of General and Administrative Expenses (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of General Administrative And Other Operating Expenses [Line Items] | ||||||
Depreciation | $ 2,666 | $ 4,938 | $ 8,435 | $ 13,668 | $ 17,246 | $ 16,373 |
General and administrative expenses | 304,516 | 14,081 | 1,120,008 | 45,390 | 92,018 | 65,113 |
General and Administrative Expenses [Member] | ||||||
Schedule Of General Administrative And Other Operating Expenses [Line Items] | ||||||
Professional services | 88,935 | 1,337 | 214,536 | 5,488 | 35,063 | 3,761 |
Legal fees | 201,454 | 1,410 | 206,449 | 5,275 | 5,323 | 2,237 |
Travel | 9,504 | 12,423 | 4,591 | 14,592 | 23,306 | |
Depreciation | 1,446 | 5,188 | 4,720 | 10,460 | 10,646 | 12,404 |
Other | $ 3,177 | $ 6,146 | 6,491 | $ 19,576 | $ 26,394 | $ 23,405 |
Share based compensation | $ 675,389 |
Finance Expenses, Net - Summary
Finance Expenses, Net - Summary of Finance Expenses, Net (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Banking and Thrift, Interest [Abstract] | ||||||
Bank fees and interest | $ (1,875) | $ 80 | $ 257,728 | $ 518 | $ 7,362 | $ 1,704 |
Exchange differences | 9,208 | 7,657 | (16,971) | (1,851) | (1,299) | 117,319 |
Financial expenses, net | $ 7,333 | $ 7,647 | $ 240,757 | $ (1,333) | $ 6,063 | $ 119,023 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Lsa Life Sciences Accelerator Limited [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 20.74% | 24.30% |
Medx Ventures Group Llc [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 14.94% | 12.16% |
Manage consulting service | $ 17,000 | $ 17,000 |
The Technician Research And Development Foundation Limited [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 13.90% | 15.88% |
Taxes on Income - Additional In
Taxes on Income - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Foreign Tax Authority [Member] | Israel Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Corporate income tax rate | 25.00% | 26.50% | 26.50% |
Taxes on Income - Components of
Taxes on Income - Components of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||||
Deferred taxes due to carryforward losses | $ 1,067 | $ 844 | $ 739 | $ 600 |
Deferred Tax Assets, Gross | 1,067 | 844 | 739 | 600 |
Valuation allowance | (1,067) | (844) | (739) | (600) |
Net deferred tax asset | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | May 11, 2016USD ($) | Mar. 29, 2016USD ($) | Mar. 29, 2016ILS (₪) | Oct. 08, 2015USD ($) | Aug. 31, 2014USD ($) | Aug. 31, 2014ILS (₪) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015 |
Research and development expense | $ 340,051 | $ 15,613 | $ 602,575 | $ 477,607 | $ 822,759 | $ 836,698 | |||||||
Convertible Debt [Member] | |||||||||||||
Loans Receivable | $ 750,000 | ||||||||||||
Convertible Debt [Member] | Maximum [Member] | |||||||||||||
Loans Receivable | $ 500,000 | ||||||||||||
Israeli Innovation Authority [Member] | |||||||||||||
Research and development expense, CS participation percentage | 50.00% | ||||||||||||
Israeli Innovation Authority [Member] | Maximum [Member] | |||||||||||||
Research and development expense | $ 924,166 | ₪ 3,594,082 | |||||||||||
Israeli Innovation Authority [Member] | ISRAEL | |||||||||||||
Research and development expense, CS participation percentage | 60.00% | 60.00% | |||||||||||
Israeli Innovation Authority [Member] | ISRAEL | Maximum [Member] | |||||||||||||
Research and development expense | $ 794,963 | ₪ 3,041,529 | |||||||||||
Israeli Innovation Authority [Member] | Outside of Israel [Member] | |||||||||||||
Research and development expense, CS participation percentage | 30.00% | 30.00% | |||||||||||
Israeli Innovation Authority [Member] | Outside of Israel [Member] | Maximum [Member] | |||||||||||||
Research and development expense | $ 215,630 | ₪ 825,000 |