Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2018 | Mar. 10, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | XTL BIOPHARMACEUTICALS LTD | |
Entity Central Index Key | 0001023549 | |
Trading Symbol | XTLB | |
Amendment Flag | false | |
Document Fiscal Period Focus | FY | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 20-F | |
Document Period End Date | Dec. 31, 2018 | |
Document Fiscal Year Focus | 2018 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 514,205,799 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,255 | $ 3,289 |
Short term bank deposit | 2,020 | 2,507 |
Marketable securities - InterCure Ltd | 2,847 | 298 |
Prepaid expenses | 73 | 112 |
Total current assets | 8,195 | 6,206 |
NON-CURRENT ASSETS: | ||
Intangible assets, net | 380 | 380 |
Total assets | 8,575 | 6,586 |
CURRENT LIABILITIES: | ||
Accounts payable | 253 | 300 |
NON-CURRENT LIABILITIES: | ||
Warrants at fair value | 2,667 | |
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY: | ||
Share capital - ordinary shares of NIS 0.1 par value: Authorized - December 31, 2018 and 2017 - 1,450,000,000; Issued and outstanding - December 31, 2018 and 2017 - 514,205,799 | 13,182 | 13,182 |
Premium on shares, options and warrants | 147,708 | 146,015 |
Reserve from transactions with non-controlling interests | 20 | 20 |
Other comprehensive income | 47 | |
Accumulated deficit | (152,588) | (155,645) |
Total equity | 8,322 | 3,619 |
Total liabilities and equity | $ 8,575 | $ 6,586 |
Consolidated Statements of Fi_2
Consolidated Statements of Financial Position (Parenthetical) - ₪ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of financial position [Abstract] | ||
Ordinary shares, par value | ₪ 0.1 | ₪ 0.1 |
Ordinary shares, authorized | 1,450,000,000 | 1,450,000,000 |
Ordinary shares, issued | 514,205,799 | 514,205,799 |
Ordinary shares, outstanding | 514,205,799 | 514,205,799 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Profit or loss [abstract] | |||
Research and development expenses | $ (38) | $ (43) | $ (443) |
General and administrative expenses | (755) | (1,203) | (1,270) |
Impairment of intangible assets | (848) | ||
Operating loss from continuing operations | (793) | (1,246) | (2,561) |
Issuance cost related to warrants to investors | (329) | ||
Revaluation of warrants to purchase ADS's | 974 | 765 | |
Revaluation of marketable securities | 2,753 | ||
Other finance income | 87 | 37 | 23 |
Other finance expenses | (35) | (8) | (7) |
Finance income, net | 3,779 | 465 | 16 |
Total income (loss) | 2,986 | (781) | (2,545) |
Items that may be reclassified to profit or loss: | |||
Changes in the fair value of available-for-sale financial assets | (116) | 163 | |
Total comprehensive income (loss) | 2,986 | (897) | (2,382) |
Total income (loss) attributable to: | |||
Equity holders of the Company | 2,986 | (781) | (2,545) |
Total comprehensive income (loss) attributable to: | |||
Equity holders of the Company | $ 2,986 | $ (897) | $ (2,382) |
Basic and diluted earnings (loss) per share: | $ 0.006 | $ (0.002) | $ (0.009) |
Weighted average number of issued ordinary shares | 514,205,799 | 470,188,629 | 274,035,533 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Share capital | Premium on shares, options and warrants | Accumulated deficit | Other comprehensive income | Reserve from transactions with non-controlling interests |
Beginning Balance at Dec. 31, 2015 | $ 4,887 | $ 6,606 | $ 150,748 | $ (152,487) | $ 20 | |
Income (loss) for the year | (2,545) | (2,545) | ||||
Other comprehensive loss | 163 | 163 | ||||
Total comprehensive loss | (2,382) | (2,545) | 163 | |||
Share-based payment to employees and non-employees | 128 | 128 | ||||
Issuance of Ordinary Shares, net of issuance costs ($ 164 thousands) | 54 | 18 | 36 | |||
Ending Balance at Dec. 31, 2016 | 2,687 | 6,624 | 150,784 | (154,904) | 163 | 20 |
Income (loss) for the year | (781) | (781) | ||||
Other comprehensive loss | (116) | (116) | ||||
Total comprehensive loss | (897) | (781) | (116) | |||
Share-based payment to employees and non-employees | 40 | 40 | ||||
Issuance of Ordinary Shares, net of issuance costs ($ 164 thousands) | 1,789 | 6,558 | (4,769) | |||
Ending Balance at Dec. 31, 2017 | 3,619 | 13,182 | 146,015 | (155,645) | 47 | 20 |
Impact of the adoption of IFRS 9 | 47 | (47) | ||||
Updated balance as of January 1, 2018 | 3,619 | 13,182 | 146,015 | (155,598) | 20 | |
Income (loss) for the year | 2,986 | 2,986 | ||||
Total comprehensive loss | 2,986 | |||||
Share-based payment to employees and non-employees | 24 | 24 | ||||
Reclassification of warrants (see Note 12) | 1,693 | 1,693 | ||||
Ending Balance at Dec. 31, 2018 | $ 8,322 | $ 13,182 | $ 147,708 | $ (152,588) | $ 20 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of changes in equity [abstract] | |
Net of issuance costs | $ 164 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Cash flows from operating activities: | ||||
Income (loss) for the year | $ 2,986 | $ (781) | $ (2,545) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities (a) | (3,802) | (344) | 813 | |
Net cash used in operating activities | (816) | (1,125) | (1,732) | |
Cash flows from investing activities: | ||||
Proceeds from selling of marketable securities | 204 | |||
Investment in short-term bank deposit | (6,300) | (2,500) | ||
Repayment of short-term bank deposit | 6,800 | |||
Interest from bank deposit | 74 | 4 | ||
Purchase of property and equipment | (2) | |||
Proceeds from sale of property and equipment | 1 | |||
Purchase of intangible assets | (64) | |||
Net cash from (used in) investing activities | 778 | (2,495) | (66) | |
Cash flows from financing activities: | ||||
Proceeds from issuance of units comprise from ordinary shares and warrants, net of issuance costs | 4,892 | |||
Net cash provided by financing activities | 4,892 | |||
Increase (decrease) in cash and cash equivalents | (38) | 1,272 | (1,798) | |
Gains (losses) from exchange rate differences on cash and cash equivalents | 4 | (2) | [1] | |
Cash and cash equivalents at beginning of year | 3,289 | 2,019 | 3,817 | |
Cash and cash equivalents at end of year | 3,255 | 3,289 | 2,019 | |
Income and expenses not involving operating cash flows: | ||||
Loss from disposal of property and equipment | 9 | 3 | ||
Revaluation of marketable securities | (2,753) | |||
Issuance costs related to warrants granted to investors | 329 | |||
Revaluation of warrants to purchase ADS's | (974) | (765) | ||
Share-based payment transactions to employees and non-employees | 24 | 40 | 182 | |
Losses (gains) from exchange rate differences on cash and cash equivalents | (4) | 2 | [1] | |
Impairment of intangible assets | 848 | |||
Interest income | (87) | (11) | ||
Net income and expenses not involving cash flows | (3,794) | (396) | 1,033 | |
Changes in operating asset and liability items: | ||||
Decrease (increase) in other accounts receivable | 39 | 209 | (114) | |
Decrease in accounts payable | (47) | (157) | (106) | |
Net operating asset and liability | (8) | 52 | (220) | |
Net cash provided by (used in) operating activities | (3,802) | (344) | 813 | |
Non-cash transactions: | ||||
Purchase of intangible asset | 127 | |||
Interest on bank deposit | 13 | |||
Share-based payment to third party | $ 54 | |||
[1] | Representing amount less than $1 thousand |
General
General | 12 Months Ended |
Dec. 31, 2018 | |
General [Abstract] | |
GENERAL | NOTE 1: GENERAL a. A general description of the Company and its activity: XTL Biopharmaceuticals Ltd. (the “Company”) is engaged in the development of therapeutics for the treatment of unmet medical needs. The Company was incorporated under the Israeli Companies Law on March 9, 1993. The registered office of the Company is located at 5 Badner Street, Ramat Gan, Israel. The Company’s American Depository Shares (“ADSs”) are listed for trading on the Nasdaq Capital Market (“Nasdaq”) and its ordinary shares are traded on the Tel-Aviv Stock Exchange (“TASE”). As of December 31, 2018, the Company has a wholly-owned subsidiary, Xtepo Ltd. (“Xtepo”), which was incorporated in Israel. The Company and Xtepo are heretofore referred to as the Group. b. The Company has incurred continuing losses and depends on outside financing resources to continue its activities. Based on existing business plans, the Company’s management estimates that its outstanding cash and cash equivalent balances will allow the Company to finance its activities for an additional period of at least 12 months from the date of this report. However, the amount of cash which the Company will need in practice to finance its activities depends on numerous factors which include, but are not limited to, the timing, planning and execution of clinical trials of existing drugs and future projects which the Company might acquire or other business development activities such as acquiring new technologies and/or changes in circumstances which are liable to cause significant expenses to the Company in excess of management’s current and known expectations as of the date of these Financial Statements and which will require the Company to reallocate funds against plans, also due to circumstances beyond its control. The Company expects to incur additional losses in 2019 arising from research and development activities, testing additional technologies and operating activities, which will be reflected in negative cash flows from operating activities. In order to perform the clinical trials aimed at developing a product until obtaining its marketing approval, the Company will need to raise additional funds by issuing securities. Should the Company fail to raise additional capital at terms acceptable to the Company, it will be required to further reduce its development activities or sell or grant a sublicense to third parties to use all or part of its technologies. c. Approval of financial statements: These financial statements were authorized by the board of directors for issue on March 11, 2019. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation of the consolidated financial statements: The consolidated financial statements of the Company (the “Financial Statements”) have been prepared in accordance with International Financial Reporting Standards (IFRSs), as issued by the International Accounting Standards Board (IASB). The accounting policies have been consistently applied to all the years presented, unless otherwise stated and have been prepared under the historical cost convention, as adjusted for financial assets and liabilities measured at fair value. The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Group’s management to exercise its judgment in the process of applying the Group’s accounting policies. The areas that involve judgment which have significant effect or complexity or where assumptions and estimates are significant to the Financial Statements are disclosed in note 3. Actual results could significantly differ from the estimates and assumptions used by the Group’s management. b. Consolidated financial statements: Subsidiary consolidation and business combinations: The consolidated financial statements include the accounts of the Company and entities controlled by the Company. Control exists when the Company has the power over the investee; has exposure, or rights, to variable returns from involvement in the investee; and has the ability to use its power over the investee to affect its returns. Subsidiary is fully consolidated starting from the date on which control therein is attained by the Company. The consolidation ceases when such control discontinues. Intra-group balances and transactions, including expenses in respect of transactions between the Group companies, are eliminated. c. Translation of balances and transactions in foreign currency: 1. Functional currency and presentation currency: Items included in the Financial Statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “Functional Currency”). The consolidated financial statements are presented in U.S. dollars, which is the Functional Currency of each of the Group’s entities and the Company’s presentation currency. Below are the exchange rate of the U.S. dollar in relation to the NIS: Exchange rate As of of U.S. $ 1 NIS December 31, 2018 3.748 December 31, 2017 3.467 2. Transactions and balances: Transactions in a currency other than the Functional Currency (“Foreign Currency”) are translated into the Functional Currency using the exchange rates at the dates of the transactions. After initial recognition, monetary assets and liabilities denominated in Foreign Currency are translated at the end of each reporting period into the Functional Currency at the exchange rate at that date. Exchange differences are recognized in the statement of comprehensive income (loss) in the line item finance income (expenses), net. Non-monetary assets and liabilities denominated in foreign currency and measured at cost are translated at the exchange rate at the date of the transaction. d. Property and equipment: Items of property and equipment are measured at cost with the addition of direct acquisition costs, less accumulated depreciation and accumulated impairment losses. Depreciation of property and equipment is calculated on a straight-line basis to reduce their cost to their residual value over their useful life as follows: % per-year Computers 33 Office furniture and equipment 6 - 15 (mainly 6) An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (see also Note 2f). e. Intangible assets: 1. Unamortized intangible assets (licenses and patent rights): These assets are reviewed for impairment once a year and whenever there are indicators of a possible impairment, in accordance with the provisions of IAS 36, Impairment of Assets 2. Research and development: Research expenditures are recognized as expenses when incurred. Costs arising from development projects are recognized as intangible assets when the following criteria are met: - it is technically feasible to complete the intangible asset so that it will be available for use; - management intends to complete the intangible asset and use or sell it; - there is an ability to use or sell the intangible asset; - it can be demonstrated how the intangible asset will generate probable future economic benefits; - adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and - the expenditure attributable to the intangible asset during its development can be reliably measured. Other development expenditures that do not meet these criteria are recognized as an expense when incurred. Development costs that were previously recognized as an expense are not recognized as an asset in a later period. As of December 31, 2018 and 2017, the Group did not capitalize development project costs as intangible assets. f. Impairment of non-financial assets: Intangible assets which are not yet available for use are not depreciated and impairment in their respect is tested at least every year. Depreciable assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets that sustained impairment are reviewed for possible reversal of the impairment at each date of the statement of financial position. g. Investments and other financial assets: 1. Classification: From 1 January 2018, the Company classifies its financial assets in the following measurement categories: ● those to be measured subsequently at fair value (either through OCI or through profit or loss) ● those to be measured at amortized cost. The influence of the initially applying the new standard was as follows: The Company’s marketable securities, which were equity instruments classified as Available-For-Sale financial assets, are now measured at fair value through profit or loss. Therefore, the accumulated appreciation of such marketable securities, which was included in accumulated other comprehensive income ($47 as of December 31, 2017), were reclassified to the opening balance of retained earnings as of January 1, 2018. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The Company reclassifies debt investments when and only when its business model for managing those assets changes. 2. Recognition and de-recognition: Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. 3. Measurement: At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. 4. Impairment: From 1 January 2018, the Company assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk . Accounting policies applied until 31 December 2017: 1. Classification: The Group classifies its financial assets into the loans and receivables and available for sale categories. The classification depends on the purpose for which the financial assets were acquired. The Group’s management determines the classification of its financial assets at initial recognition. Loans and receivables: Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the date of the statement of financial position. The Group’s loans and receivables are included in the line items: “other accounts receivable”, “cash and cash equivalents”, and short term bank deposit in the statements of financial position. Recognition and measurement: Regular purchases and sales of financial assets are recognized in the books of the Group companies on the transaction settlement date which is the date on which the asset is transferred to the Group or transferred by the Group. Investments are initially recognized at fair value plus transaction costs and are subsequently carried at fair value through other comprehensive income (loss). Loans and receivables are subsequently carried at amortized cost using the effective interest method. 3. Impairment of financial assets: Assets classified as available-for-sale If there is objective evidence of impairment for available-for-sale financial assets, the cumulative loss is measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss is removed from equity and recognized in profit or loss. Impairment losses on equity instruments that were recognized in profit or loss are not reversed through profit or loss in a subsequent period. Financial assets carried at amortized cost: The Group assesses at the date of each statement of financial position whether there is objective evidence that a financial asset or group of financial assets is impaired. Impairment losses are incurred only if there is an objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognized in profit or loss h. Cash and cash equivalents: Cash and cash equivalents include cash at hand and short-term bank deposits with original maturities of three months or less, that are not restricted as to withdrawal or use, and are therefore considered to be cash equivalents. i. Share capital: The Company’s ordinary shares are classified as share capital. Incremental costs directly attributable to the issuance of new shares, options and warrants are shown in equity as a deduction, from the issuance proceeds. j. Trade payables: Trade payables are the Group’s obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method. k. Employee benefits: 1. Employment benefits for retirement compensation/pension: The Group operates various pension plans. The plans are generally funded through payments to insurance companies or trustee-administered funds. Said pension plans qualify for the criteria of defined contribution plan based on their terms. 2. Vacation and recreation benefits: According to the Law, an employee is entitled to paid annual leave and sick leave on an annual basis. The entitlement is based on the number of years of service. The Company recognizes an obligation and expense for paid annual leave and sick leave based on the benefit accumulated for each employee. l. Share-based payment: The Group operates a number of share-based payment plan to employees, directors, officers and to other service providers who render services that are settled with the Group’s equity instruments. In this framework, the Company grants employees, from time to time, and, at its discretion, options to purchase shares of the Company. The fair value of options granted to employees is measured according to the Black-Scholes model as of the date of grant (the date of the Company’s Board of Directors’ decision unless shareholders’ approval is required) and recognized as an expense in the statement of comprehensive income (loss) and correspondingly carried to equity. The total amount recognized as an expense over the vesting term of the options (the term over which all pre-established vesting conditions are expected to be satisfied) is determined by reference to the fair value of the options granted at grant date. The fair value of options granted to service providers is measured based on the fair value of goods or services at the date it was received and recognized as an expense in the statement of comprehensive income (loss) during the period of the service/goods received and correspondingly carried to equity. At each reporting date, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions and recognizes the impact of the revision to original estimates, if any, in the statement of comprehensive income (loss) with a corresponding adjustment in equity. When options are exercised, the Company issues new shares. The proceeds net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. m. Income per share: Basic income per share is calculated by dividing the income attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the period, less treasury shares. For the diluted earnings per share calculation, the weighted average number of shares outstanding during the year is adjusted for the average number of shares and warrants that are potentially issuable in connection with employee/service-provider share-based payment and warrants, using the treasury stock method. If the inclusion of potentially issuable shares would decrease loss per share, the potentially issuable shares are excluded from the weighted average number of shares outstanding used to calculate diluted earnings per share. In 2018 there was earning per share and not loss per share, therefore the weighted average number of shares for the diluted calculation could have been different from the one used for the basic calculation, if the share-based payment and warrants were in the money. n. Issuance of units comprised of warrants and ordinary shares: The Company allocated the total proceeds to the issuance components as follows: While the warrants classified as financial liabilities, the Company has initially recognized them at fair value as of the date of issuance (measured through third-party appraiser, using a Black and Scholes model); In March 2018 the Company registered its warrants. This act cancelled the cashless exercise mechanism and therefore the Company reclassified the warrants from non-current liability to share premium. The amount recognized in shareholders equity, which represents the funds attributed to the ordinary shares issued, was calculated as the difference between the total issuance proceeds and the fair value of the warrants at that date. Incremental and direct issuance costs were allocated by the Company based on the relative value of the warrants (as calculated on the date of issuance) and the Ordinary Shares (calculated as the difference between the proceeds and the fair value of the warrants). The portion of issuance costs that was allocated to the warrants was recognized immediately as finance expenses in the statement of comprehensive income (loss) and the portion of issuance costs related to the Ordinary Shares was deducted from additional-paid in capital. o. Segment information: The Company operates in one operating segment. |
Critical Accounting Estimates a
Critical Accounting Estimates and Judgments | 12 Months Ended |
Dec. 31, 2018 | |
Critical Accounting Estimates and Judgments [Abstract] | |
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS | NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. a. Critical accounting estimates and assumptions: Accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. 1. Share-based payments - in evaluating the fair value of share-based payment, the Company’s management is required to estimate, among others, different parameters included in the computation of the fair value of the options and the number of options that will vest. 2. Warrants - In accordance with International Accounting Standard 32: “Financial Instruments: Presentation”, warrants allotted to investors with a cashless exercise mechanism are a “financial liability”. As the aforementioned liability is a non-equity derivative financial instrument, it is classified in accordance with International Accounting Standard 32 “Financial Instruments: Presentation ” as a financial liability at fair value through profit or loss, which is measured at its fair value using Black-Scholes model at each date of the balance sheet, with changes in the fair value carried to “revaluation of warrants to purchase ADS’s” in the statements of comprehensive income (loss). The Company’s management is required to estimate, among others, different parameters included in the computation of the fair value of the warrants such as risk-free interest rate, expected volatility and dividend yield. The aforementioned is not relevant since March 2018, when the Company registered its warrants. This act cancelled the cashless exercise mechanism and therefore the Company allocated the warrants from non-current liability to share premium. |
Financial Instruments and Finan
Financial Instruments and Financial Risk Management | 12 Months Ended |
Dec. 31, 2018 | |
Financial Instruments and Financial Risk Management [Abstract] | |
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT | NOTE 4: FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT a. Financial risk management: 1. Financial risk factors: The Group’s activities expose it to a variety of financial risks: market risks, currency risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. Risk management is carried out by the Group’s management under policies approved by the Board. The Group’s treasury identifies, evaluates and defines financial risks. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk and investment of excess liquidity. a. Market risks: Foreign currency exchange rate risk: The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures with respect to the NIS. Foreign exchange risk arises from assets and liabilities denominated in currency that is other than the functional currency. The Company treasury’s risk management policy is to hold NIS-denominated cash and cash equivalents in the amount of the anticipated NIS-denominated liabilities for six to twelve consecutive months from time to time and this in line with the directives of the Company’s Board. As of December 31, 2018, had the Group’s functional currency strengthened by 8% against the NIS with all other variables remaining constant, post-tax profit for the year would have been $289 thousand higher (2017 - loss approximately $38 thousand lower; 2016 - loss approximately $22 thousand lower), mainly as a result of exchange rate changes on translation of other accounts receivable and exchange rate changes on NIS-denominated cash and cash equivalents. b. Liquidity risk: Cash flow forecasting is performed by the Group’s management both in the entities of the Group and aggregated by the Group. The Group’s management monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operations. The Group does not use borrowing credit facilities. Surplus cash held to finance operating activities is invested in interest bearing current accounts and time deposits. These channels were chosen by reference to their appropriate maturities or liquidity to provide sufficient cash balances to the Group as determined by the abovementioned forecasts. As of December 31, 2018 and 2017, the maturity of the Group’s financial liabilities are less than one year from each of the reporting dates. 2. Capital management: The Group’s objectives when managing capital are to ensure the Group’s ability to continue as a going concern in order to provide returns on investments for shareholders and benefits for other interested parties and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may take a variety of measures such as issue new shares or sell assets to reduce liabilities. b. Financial instruments by category: From January 1, 2018 all financial assets are classified in one of two categories: (a) those to be measured subsequently at fair value (either through OCI or through profit or loss) and (b) those to be measured at amortized cost. As of December 31, 2017 all financial assets were classified in one of two categories: (a) loans and receivables, measured at amortized cost, and (b) marketable securities measured at fair value. As of December 31, 2018 all financial liabilities were classified as (a) Trade and other account payables, measured at amortized cost. As of December 31, 2017 all financial liabilities were classified in one of two categories: (a) Trade and other account payables, measured at amortized cost, and (b) warrants measured at fair value. c. Changes in financial liabilities classified as cash flow from finance activities: Warrants Total U.S. dollars in thousands Balance as of January 1, 2018 2,667 2,667 Revaluation during the year (974 ) (974 ) Reclassification of warrants (see Note 12) (1,693 ) (1,693 ) Balance as of December 31, 2018 - - Warrants Total U.S. dollars in thousands Balance as of January 1, 2017 - - Fair value as of issuance date 3,432 3,432 Revaluation during the year (765 ) (765 ) Balance as of December 31, 2017 2,667 2,667 |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 5: CASH AND CASH EQUIVALENTS December 31, 2018 2017 U.S. dollars in thousands Cash in banks and on hand 946 1,083 Bank deposits with original maturities of three months or less* 2,309 2,206 3,255 3,289 * Deposit with maturity of three months, which bear an interest of 2.27% per annum (in 2017: 1.22%-1.4%). The currencies in which the cash and cash equivalents are denominated or linked to are: December 31, 2018 2017 U.S. dollars in thousands U.S. dollars 3,168 3,172 NIS (not linked to the Israeli CPI) 87 117 3,255 3,289 |
Short-Term Bank Deposit
Short-Term Bank Deposit | 12 Months Ended |
Dec. 31, 2018 | |
Short-Term Bank Deposit [Abstract] | |
SHORT-TERM BANK DEPOSIT | NOTE 6: SHORT-TERM BANK DEPOSIT The deposit bears an annual interest of 2.38% (in 2017: 1.4%) and was deposited for a six months period. The deposit is invested with high quality financial corporation in Israel. |
Marketable Securities - InterCu
Marketable Securities - InterCure Ltd | 12 Months Ended |
Dec. 31, 2018 | |
Marketable Securities - InterCure Ltd [Abstract] | |
MARKETABLE SECURITIES - InterCure Ltd | NOTE 7: MARKETABLE SECURITIES – InterCure Ltd a. All marketable securities held by the Company constitute Level 1 financial instruments, as defined in IFRS 13 - “ Fair Value Measurement b. The Company holds the following financial instruments: December 31, 2018 2017 U.S. dollars in thousands Marketable securities 2,847 298 Marketable securities 2,847 298 The entire investment in marketable securities is classified as a financial asset at fair value through profit or loss. c. Changes in marketable securities for the years ended December 31, 2018 and 2017, were as follows: December 31, 2018 2017 U.S. dollars in thousands Fair value opening balance 298 414 Sales (204 ) - Changes in fair value during the year 2,753 (116 ) 2,847 298 |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | NOTE 8: PREPAID EXPENSES Composition: December 31, 2018 2017 U.S. dollars in thousands Government authorities (*) 11 15 Prepaid expenses 51 85 Other 11 12 73 112 (*) The government authorities and others are monetary items which are denominated or linked is NIS. The carrying amount of other accounts receivable is a reasonable approximation of the fair value because the effect of discounting is immaterial. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 9: INTANGIBLE ASSETS a. In 2010 the Company acquired 100% of the shares of Xtepo, which for the Transaction purposes held an exclusive license to use the patented recombinant EPO (rHuEPO) drug for treating Multiple Myeloma. Following the acquisition, the Company recognized in its accounts an intangible asset representing the license for the exclusive use of the patent for the rHuEPO drug as well as every clinical study and accumulated know how underlying the patent. According to the guidance of IAS 38, this asset is not ready for usage according to the Company’s management intention and therefore has not amortized yet and the Company reviews the asset for impairment once a year or more frequently if indicators show that the asset may be impaired. As of December 2015, The asset impairment test (in accordance with the guidance of IAS 36) showed that the book value of the rHuEPO intangible asset exceeded its recoverable amount by $1,604 thousand. Therefore, a loss from impairment was recorded. The Company’s Board of Directors decided on the abandonment of the EPO development and therefore the carrying amount of the rHuEPO intangible asset of $848 has been reduced to zero as of December 31, 2016 in a separate line in the statement of comprehensive income (loss). b. On January 7, 2014, the Company signed a licensing agreement with Yeda to develop hCDR1, a Phase II-ready asset for the treatment of Systemic Lupus Erythematosus (“SLE”). The terms of the licensing agreement include, among other things, expense reimbursement for patent expenses payable in six installments, certain milestone payments to Yeda, low single-digit royalties based on net sales, and additional customary royalties to the Office of the Israel innovation authority. This asset is not ready for usage (the development was abandoned before finishing) and therefore has not been amortized yet. As of December 31, 2018 all royalties to Yeda were paid except for a remaining liability of $127 thousand, disclosed under other accounts payable. The Company reviews the hCDR1 asset for impairment once a year on December 31 or more frequently if events or changes in circumstances indicate that there is impairment. If the carrying amount exceeds their recoverable amount, the assets are reduced to their recoverable amount. In order to measure the recoverable amount of the hCDR1 asset, Company management deducted the fair value of its other assets and liabilities from the amount representing its market value as of December 31, 2018. The resulting fair value attributable to the hCDR1 asset was higher than the book value of the hCDR1 asset and therefore no impairment was recorded in the Company’s financial statements as of December 31, 2018. The Company exclusively licensed two families of patents relating to hCDR1: One expires on September 22, 2022 and the other expires on January 14, 2024. c. Composition and movement: The composition of intangible assets, net, by major classes, and the movement therein in the three years ended December 31, 2018, 2017 and 2016, are: rHuEPO hCDR1 Total Cost: Balance at January 1, 2018 - 380 380 Amortized cost at December 31, 2018 - 380 380 rHuEPO hCDR1 Total Cost: Balance at January 1, 2017 - 253 253 Additions during the year - 127 127 Amortized cost at December 31, 2017 - 380 380 rHuEPO hCDR1 Total Cost: Balance at January 1, 2016 848 189 1,037 Additions during the year - 64 64 Impairment of intangible assets (848 ) - (848 ) Amortized cost at December 31, 2016 - 253 253 |
Accounts Payable
Accounts Payable | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Payables [Abstract] | |
ACCOUNTS PAYABLE | NOTE 10: ACCOUNTS PAYABLE a. Composition: December 31, 2018 2017 U.S. dollars in thousands Trade payables 8 4 Employees, consultants and payroll accruals 20 20 Accrued expenses 225 276 253 300 The carrying amount of other accounts payable is a reasonable approximation of their fair value because the effect of discounting is immaterial. b. The carrying amount of other accounts payable is denominated in the following currencies: December 31, 2018 2017 U.S. dollars in thousands U.S. dollars 189 244 NIS (not linked to the Israeli CPI) 64 56 253 300 |
Employee Benefit Liabilities
Employee Benefit Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Liabilities [Abstract] | |
EMPLOYEE BENEFIT LIABILITIES | NOTE 11: EMPLOYEE BENEFIT LIABILITIES According to the effective labor laws and employment agreements in Israel, the Company is obligated to pay compensation and/or pension to employees who are dismissed and, under certain circumstances, to employees who retire. The Company’s obligation for pension payment in Israel and the Company’s obligation for compensation payments to employees in Israel for whom the applicable obligation is pursuant to section 14 to the Severance Pay Law, are covered by fixed contributions into defined contribution plans. The amounts contributed as above are not reflected in the statements of financial position. Section 14 to the Severance Pay Law applies to all of the Company’s employees. The amounts recognized as expenses for defined contribution plans for employees of the Company in 2018, 2017 and 2016 was $6, $11 and $17 thousand, respectively. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Warrants [Abstract] | |
WARRANTS | NOTE 12: WARRANTS During the year ended December 31, 2017, the Company raised gross funds amounted to $5,300 thousand by issuance of 2,400,000 ADS’s and 2,400,000 warrants to purchase the same amount of ADS’s. The warrants shall be exercisable six months following the issuance date and will expire five and one-half years from the issuance date. The number of warrants and their exercise price could be adjusted upon standard anti-dilution protection clauses and subject to a cashless exercise mechanism (see also Note 14e). IFRS 13 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. IFRS 13 establishes three levels of inputs that may be used to measure fair value. Level 1 - quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company accounted for the warrants issued to investors with a cashless exercise mechanism as a non-current liability according to provisions of IAS 32. The Company measured the warrants at fair value by using a Black and Scholes model. The warrants were measured in each reporting period. Changes in the fair value were recognized in the Company’s statement of comprehensive income (loss) as financial income or expense, as appropriate. The warrants were classified as level 3. In March 2018 the Company registered its warrants. This act cancelled the cashless exercise mechanism and therefore the Company reclassified the warrants from non-current liability to share premium. The Company used the following assumptions to estimate the Investors’ warrants: As of 2018 As of December 31, As of March 7, As of February 16, Risk-free interest rate (1) 2.61 % 2.18 % 2.11 % 2.05 % Expected volatility (2) 65.5 % 61.1 % 70.26 % 70.22 % Contractual term life (in years) (3) 4.5 4.6 5.5 5.5 Dividend yield (4) 0 % 0 % 0 % 0 % (1) Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. (2) Expected volatility - was calculated based on actual historical share price movements of the Company over a term that is equivalent to the contractual term of the option. If the change in standard deviation for that warrants shifted +/- 5%, the impact on profit or loss would be $ 1 (3) Expected life - the expected life was based on the expiration date of the warrants. (4) Dividend yield - was based on the fact that the Company has not paid dividends to its shareholders in the past and does not expect to pay dividends to its shareholders in the future. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments [Abstract] | |
COMMITMENTS | NOTE 13: COMMITMENTS a. Royalty and contingent milestone payments: On August 3, 2010, the Company entered into Asset Purchase Agreement (“APA”) to acquire from Bio-Gal the rights to develop rHuEPO for the treatment of multiple myeloma under the research and license agreement with Yeda (see also Note 9b). According to the APA, the Company is obligated to pay 1% royalties on net sales of the developed product as well as a fixed royalty payment in the amount of $350 thousand upon the successful completion of a phase 2 clinical trial. The payment conditions for the above amount are at the earlier of occurrence of the following events: (i) Raising capital of at least $2 million by the Company or Xtepo after a successful completion of a phase 2 clinical trial; (ii) Six months after the successful completion of a phase 2 clinical trial. As of December 31, 2018, the Company has not completed the phase 2 clinical trial and therefore no royalty expenses have been recorded. b. In August 2017, the annual General Meeting of Shareholders, approved the terms of the new Employment Agreement with the Company’s Chief Executive Officer (“CEO”) which includes among the others reduction in his capacity to 50% commencing June 11, 2017, one-time bonus upon achieving milestones, grant of 1,000,000 options to purchase 1,000,000 Ordinary Shares of the Company at an exercise price of NIS 0.11 and acceleration of vesting period of the aforementioned granted options upon specific milestone achievement regarding the lupus property and/or HCDR1 product. |
Share Capital, Reserves and Ret
Share Capital, Reserves and Retained Earnings | 12 Months Ended |
Dec. 31, 2018 | |
Share Capital, Reserves and Retained Earnings [Abstract] | |
SHARE CAPITAL, RESERVES AND RETAINED EARNINGS | NOTE 14: SHARE CAPITAL, RESERVES AND RETAINED EARNINGS a. The Company’s Ordinary shares of NIS 0.1 are traded on the TASE. The Company’s ADSs are listed for trading on the Nasdaq Capital Market in the U.S. The share price was NIS 0.064 as of December 31, 2018. Ordinary shares confer upon their holders voting rights and right to participate in the shareholders’ meeting, right to receive dividends and the right to participate in the excess of assets upon liquidation of the Company. b. On June 1, 2012, the Company applied for the relisting of its ADSs on the Nasdaq (delisted in July 2009). The Company changed the number of shares underlying the ADSs such that 20 ordinary shares will constitute a single ADS, this in order to support the Company’s compliance with the listing conditions. The relisting application was approved and on July 15, 2013, the Company’s ADSs began trading on Nasdaq. c. In February 2016 and May 2016, the Company issued total of 680,000 ordinary shares, represented by 6,800 ADSs, to a service provider, as part of the terms of a investor relationship service agreement signed in January 2016. Consequently, the Company recorded expenses amounted to $54 thousand, which representing the fair value of the ordinary shares in January 2016. d. On August 3, 2017, the Company held its Annual General Meeting of Shareholders, pursuant to which, inter alia, it was decided to increase the Company’s authorized share capital from 700,000,000 Ordinary Shares to 1,450,000,000 Ordinary Shares. e. Investment rounds: On February 17, 2017, the Company entered into a Securities Purchase Agreement (“SPA”) with Institutional Investors (“Investors”) for the sale of 1,000,000 registered ADS’s for gross proceeds of $2,500 thousand, representing a purchase price of $2.50 per ADS in a registered direct offering (“Offering”). Additionally, for each ADS purchased by Investors, the Investors received an unregistered warrant to purchase one ADS (“Warrant”). The Warrant has an exercise price of $4.10 per ADS, shall be exercisable six months following the issuance date and will expire five and one-half years from the issuance date. The closing of the Offering took place on February 23, 2017. In addition, the Company entered into engagement agreement (“Agreement”) with an exclusive Placement Agent (“Agent”) pursuant to which at the closing of each Offering, the Company will compensate the Agent for its service under the Agreement as follows: Cash fee equal to 7% of the aggregate gross proceeds raised in each Offering, except that in relation to any proceeds raised from certain existing shareholders of the Company participating in an Offering and listed in the Agreement (“Existing Shareholders”), the Company shall pay to the Agent a cash fee equal to 3.5% of the aggregate gross proceeds raised from such Existing Shareholders in each such Offering. In addition, the Company shall pay the Agent a cash management fee equal to 1% of the aggregate gross proceeds raised in each Offering. ● Warrants to purchase ADS’s equal to 5% of the aggregate number of warrants to purchase ADS’s placed in each Offering. The Warrant shall have the same terms as the warrants, if any, issued to investors in the applicable Offering. If no warrants are issued to investors in an Offering, the Warrant shall have a term of five years and an exercise price equal to 120% of the then market price of the ADS’s. The fair value of such warrants amounted to $84 thousand at the issuance date. ● Expense allowance equal to $35 thousand for accountable fees and expenses of HCW (other than legal) as defined in the Agreement. The direct and incremental costs related to the aforementioned Offering under SPA amounted to approximately $429 thousand ($84 thousand related to warrants granted to Agent’s). 1. On March 7 In addition, for each ADS’s purchased by investors, the investors will receive an unregistered warrant to purchase one ADS subject to authorized capital increase through the Company’s shareholders meeting. The warrants have a term of five and a half years, an exercise price of $2.30 per ADS and shall be exercisable on the later of the effectiveness of the authorized share increase or six months following the issuance date. The closing of the offering took place on March 22, 2017. The exercise price of the aforementioned warrants is adjusted upon standard anti-dilution protections clauses but the number of warrants is subject to cashless exercise mechanism pursuant to which the fixed to fixed test is not met and therefore the warrants are accounted for as a non-current liability. The Company allocated the issuance costs based on the relative value of the warrants (as calculated on the date of issuance) and the Ordinary Shares (calculated as the difference between the proceeds and the fair value of the warrants). The portion of issuance costs that was related to the warrants was recognized immediately as finance expenses in the statement of comprehensive income (loss) and the portion of issuance costs related to the Ordinary Shares was deducted from additional-paid in capital. Total amount of $329 thousand ($291 thousand related to the investment during February 2017 and $3 8 Amount of $165 thousand was deducted from additional-paid in capital as it was allocated to the Ordinary Shares. f. Outstanding warrants: The table below summarizes the outstanding warrants as of December 31, 2018 - Warrants Number of shares exercisable Issuance date Exercise price in USD (per warrant) Expiration date 177,778 (*) 17,777,780 April 1, 2015 2.25 March 30, 2020 14,444 (*) 1,444,440 April 1, 2015 2.81 March 30, 2020 1,050,000 105,000,000 February 17, 2017 4.1 August 16, 2022 1,400,000 140,000,000 March 7, 2017 2.3 September 6, 2022 2,642,222 264,222,220 (*) On January 17, 2017, the Company’s Board of Directors approved the change which was effective as of February 10, 2017 in the number of shares underlying the ADSs such that 100 ordinary shares of the Company will constitute a single ADS, this in order to support the Company’s compliance with the Nasdaq’s ADS listing conditions. All ADS data was adjusted to reflect the current ADS to ordinary share ratio, meaning 1:100. |
Share-Based Payment
Share-Based Payment | 12 Months Ended |
Dec. 31, 2018 | |
Share-Based Payment [Abstract] | |
SHARE-BASED PAYMENT | NOTE 15: SHARE-BASED PAYMENT On August 29, 2011, the Company’s Board of Directors approved the adoption of an employee share option plan for the grant of options exercisable into shares of the Company in accordance with section 102 to the Israeli Tax Ordinance (the “2011 Plan”) which ended after 10 years, and the holding of up to 10,000,000 shares in the framework of the 2011 Plan, for option allocation to Company employees, directors and consultants. The terms of the options which will be granted according to the 2011 Plan, including the option period, exercise price, vesting period and exercise period shall be determined by the Company’s Board of Directors on the date of the actual allocation. As of December 31, 2018, the remaining number of options available for grant under the 2011 Plan is 3,800,000 options. Movements in the number of share options and their related weighted average exercise prices (in dollars) during the years ended December 31, 2018, 2017 and 2016 are as follows: Year ended December 31, 2018 2017 2016 Number of options Weighted average exercise price (USD) Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding at beginning of year 7,355,833 0.16 6,750,000 0.17 4,870,000 0.15 Granted - - 1,000,000 0.03 2,950,000 0.16 Exercised - - - - - - Expired (1,155,833 ) 0.16 (40,000 ) 0.21 (1,070,000 ) 0.08 Forfeited - - (354,167 ) 0.14 - - Outstanding at end of year 6,200,000 0.15 7,355,833 0.16 6,750,000 0.17 Exercisable at end of year 5,529,166 0.16 5,514,166 0.19 3,833,333 0.18 Below is information about the exercise price (in dollars) and the remaining contractual life (in years) for options outstanding at end of year: December 31, 2018 2017 Options outstanding at end of year Range of exercise prices (USD) Weighted average remaining contractual life Options outstanding at end of year Range of exercise prices (USD) Weighted average remaining contractual life 2,150,000 0 - 0.14 7.24 2,362,500 0 - 0.14 7.55 4,050,000 0.15 - 1.6 6.12 4,993,333 0.15 -1.6 5.86 6,200,000 7,355,833 Net expenses recognized in the Company’s statements of comprehensive income (loss) for the years ended December 31, 2018, 2017 and 2016 for grant of options to employees were $24, $40 and $182 thousand, respectively. The table below summarizes the outstanding options as of December 31, 2018 that have been granted to the Company’s executives, directors and consultants - Options Position Grant date (*) Exercise price in NIS Fair value USD Vesting schedule 900,000 Chief Executive Officer October 15, 2013 0.9 143 12 equal portions each quarter over a period of 3 years from the grant date 600,000 Chief Executive Officer October 15, 2013 0.6 97 12 equal portions each quarter over a period of 3 years from the grant date 600,000 Four Directors December 30, 2014 0.4325 46 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 150,000 Consultant December 30, 2014 0.4915 12 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 300,000 Two Directors March 25, 2015 0.40 24 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 100,000 Chief Executive Officer March 25, 2015 0.4 7 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 50,000 Medical Director March 4, 2016 0.6 2 12 equal portions each quarter over a period of 3 years from the date of grant 1,500,000 Chairman of Board March 31, 2016 0.6 63 12 equal portions each quarter over a period of 3 years from the date of grant 1,000,000 Chief Executive Officer March 31, 2016 0.6 42 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first anniversary 1,000,000 Chief Executive Officer August 3, 2017 0.11 28 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first anniversary 6,200,000 (*) Date of the Company’s Board of Directors’ decision (or shareholders, if required). The fair value for options granted in 2018 and 2017 is estimated at the date of grant using a Black-Scholes-Merton Options pricing model with the following weighted average assumptions: 2018(*) 2017 Dividend yield - 0 % Expected volatility - 76.8 % Risk-free interest - 1.87 % Expected life (years) - 10 (*) There were no new grants in 2018. We have calculated the volatility based on the company’s historical volatility and comparable companies’ historical volatility. The share price was set according to the Company’s share market value. |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development Expenses [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 16: RESEARCH AND DEVELOPMENT EXPENSES Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Fees related to service providers 38 51 145 Expenses relating to options to employees and non-employees - 2 7 Professional consulting - - 109 Lab materials - 2 134 Other - (12 ) 48 38 43 443 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2018 | |
General and Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 17: GENERAL AND ADMINISTRATIVE EXPENSES Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Salaries and expenses relating to employees and service providers 109 247 297 Expenses relating to options and shares to employees and non-employees 22 37 175 Patents and fees 121 158 162 Directors’ fees 140 119 124 Investor relations and travel 24 98 168 Rent and office maintenance 18 29 39 Insurance 48 34 48 Professional services 255 *440 213 Other 18 41 44 755 1,203 1,270 *) An amount of $206 thousands related to F-1 registration and amendments. |
Finance Income (Expenses), Net
Finance Income (Expenses), Net | 12 Months Ended |
Dec. 31, 2018 | |
Finance Income (Expenses), Net [Abstract] | |
FINANCE INCOME (EXPENSES), NET | NOTE 18: FINANCE INCOME (EXPENSES), NET Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Finance expenses: Issuance cost related to warrants to investors - 329 - Bank account management fees and commissions 7 8 7 Exchange differences 28 - - Total finance expenses 35 337 7 Finance income: Revaluation of warrants to purchase ADS’s 974 765 - Revaluation of marketable securities 2,753 - - Interest income on bank deposits 87 16 - Exchange differences - 21 23 Total finance income 3,814 802 23 Finance income, net 3,779 465 16 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2018 | |
Taxes on income [abstract] | |
TAXES ON INCOME | NOTE 19: TAXES ON INCOME a. Tax rates applicable to the Company: 1. Taxable income of the Company is subject to a corporate tax rate as follow: 2016 - 25%, 2017 - 24% and 2018 - 23%. 2. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018. b. The Group’s carryforward tax losses as of December 31, 2018, totaled approximately $35 million which may be carried forward and offset against taxable income in the future for an indefinite period. The Company did not recognize deferred taxes for carryforward losses and temporary differences, as well as capital losses and real losses, because their utilization in the foreseeable future is not probable. c. Below is the reconciliation between the “theoretical” tax expense, assuming that all the income were taxed at the regular tax rate applicable to companies in Israel and the taxes recorded in the statements of comprehensive income (loss) in the reporting year: Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Income (loss) before taxes on income, as reported in the statements of comprehensive income (loss) 2,986 (781 ) (2,545 ) Theoretical tax expense (benefit) 687 (187 ) (636 ) Expenses (income) not recognized for tax purposes (201 ) (95 ) 32 Temporary differences in the reported year for which no deferred taxes were recognized (633 ) - - Increase in taxes resulting mainly from taxable losses in the reported year for which no deferred taxes were recognized 147 282 604 Tax benefit - - - d. Tax assessments: The Company filed self-assessments that are deemed final through the 2013 tax year. Xtepo has not received tax assessments since its incorporation in November 2009. |
Transactions and Balances with
Transactions and Balances with Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Transactions and Balances with Related Parties [abstract] | |
TRANSACTIONS AND BALANCES WITH RELATED PARTIES | NOTE 20: TRANSACTIONS AND BALANCES WITH RELATED PARTIES “Related party” - as the term is defined in IAS 24, “Related Party Disclosures” The Company’s key management personnel who are included, along with other factors, in the definition of related party, as above in IAS 24, includes directors, members of the executive committee and InterCure Ltd. Compensation to key management personnel: The compensation to key management personnel for employee services provided to the Company is shown below: Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Salaries, management and consulting fees and other short-term benefits 283 373 407 Pension, post retirement and other benefits 7 12 17 Share-based payments, net 22 39 127 312 424 551 Number of persons 9 9 10 As of December 31, 2018 and 2017, the Company’s balances with related parties total approximately $71 thousand ($20 thousand out of which were linked to the NIS) and $24 thousand (of which $24 thousand were linked to the NIS), respectively. For further information regarding share-based payment to related parties, see also Note 15 above. InterCure Ltd: The Company’s investment in the shares of InterCure Ltd (is presented as Marketable securities. As of December 31, 2018 and 2017, the Company’s balances of InterCure Ltd’s shares total approximately $2,847 thousand and $298 thousand, respectively. As of December 31, 2018 and 2017, the Company’s share in the shares of InterCure Ltd was 2.56% and 3.58%, respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings (Loss) Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 21: EARNINGS (LOSS) PER SHARE In 2018 there was earning per share and not loss per share, therefore the weighted average number of shares for the diluted calculation could have been different from the one used for the basic calculation, if the share-based payment and warrants were in the money. All outstanding options and warrants could be exercised to 6,200,000 and 264,222,220 ordinary shares, respectively. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
Basis of presentation of the consolidated financial statements | a. Basis of presentation of the consolidated financial statements: The consolidated financial statements of the Company (the “Financial Statements”) have been prepared in accordance with International Financial Reporting Standards (IFRSs), as issued by the International Accounting Standards Board (IASB). The accounting policies have been consistently applied to all the years presented, unless otherwise stated and have been prepared under the historical cost convention, as adjusted for financial assets and liabilities measured at fair value. The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Group’s management to exercise its judgment in the process of applying the Group’s accounting policies. The areas that involve judgment which have significant effect or complexity or where assumptions and estimates are significant to the Financial Statements are disclosed in note 3. Actual results could significantly differ from the estimates and assumptions used by the Group’s management. |
Consolidated financial statements | b. Consolidated financial statements: Subsidiary consolidation and business combinations: The consolidated financial statements include the accounts of the Company and entities controlled by the Company. Control exists when the Company has the power over the investee; has exposure, or rights, to variable returns from involvement in the investee; and has the ability to use its power over the investee to affect its returns. Subsidiary is fully consolidated starting from the date on which control therein is attained by the Company. The consolidation ceases when such control discontinues. Intra-group balances and transactions, including expenses in respect of transactions between the Group companies, are eliminated. |
Translation of balances and transactions in foreign currency | c. Translation of balances and transactions in foreign currency: 1. Functional currency and presentation currency: Items included in the Financial Statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “Functional Currency”). The consolidated financial statements are presented in U.S. dollars, which is the Functional Currency of each of the Group’s entities and the Company’s presentation currency. Below are the exchange rate of the U.S. dollar in relation to the NIS: Exchange rate As of of U.S. $ 1 NIS December 31, 2018 3.748 December 31, 2017 3.467 2. Transactions and balances: Transactions in a currency other than the Functional Currency (“Foreign Currency”) are translated into the Functional Currency using the exchange rates at the dates of the transactions. After initial recognition, monetary assets and liabilities denominated in Foreign Currency are translated at the end of each reporting period into the Functional Currency at the exchange rate at that date. Exchange differences are recognized in the statement of comprehensive income (loss) in the line item finance income (expenses), net. Non-monetary assets and liabilities denominated in foreign currency and measured at cost are translated at the exchange rate at the date of the transaction. |
Property and equipment | d. Property and equipment: Items of property and equipment are measured at cost with the addition of direct acquisition costs, less accumulated depreciation and accumulated impairment losses. Depreciation of property and equipment is calculated on a straight-line basis to reduce their cost to their residual value over their useful life as follows: % per-year Computers 33 Office furniture and equipment 6 - 15 (mainly 6) An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (see also Note 2f). |
Intangible assets | e. Intangible assets: 1. Unamortized intangible assets (licenses and patent rights): These assets are reviewed for impairment once a year and whenever there are indicators of a possible impairment, in accordance with the provisions of IAS 36, Impairment of Assets 2. Research and development: Research expenditures are recognized as expenses when incurred. Costs arising from development projects are recognized as intangible assets when the following criteria are met: - it is technically feasible to complete the intangible asset so that it will be available for use; - management intends to complete the intangible asset and use or sell it; - there is an ability to use or sell the intangible asset; - it can be demonstrated how the intangible asset will generate probable future economic benefits; - adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and - the expenditure attributable to the intangible asset during its development can be reliably measured. Other development expenditures that do not meet these criteria are recognized as an expense when incurred. Development costs that were previously recognized as an expense are not recognized as an asset in a later period. As of December 31, 2018 and 2017, the Group did not capitalize development project costs as intangible assets. |
Impairment of non-financial assets | f. Impairment of non-financial assets: Intangible assets which are not yet available for use are not depreciated and impairment in their respect is tested at least every year. Depreciable assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets that sustained impairment are reviewed for possible reversal of the impairment at each date of the statement of financial position. |
Investments and other financial assets | g. Investments and other financial assets: 1. Classification: From 1 January 2018, the Company classifies its financial assets in the following measurement categories: ● those to be measured subsequently at fair value (either through OCI or through profit or loss) ● those to be measured at amortized cost. The influence of the initially applying the new standard was as follows: The Company’s marketable securities, which were equity instruments classified as Available-For-Sale financial assets, are now measured at fair value through profit or loss. Therefore, the accumulated appreciation of such marketable securities, which was included in accumulated other comprehensive income ($47 as of December 31, 2017), were reclassified to the opening balance of retained earnings as of January 1, 2018. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The Company reclassifies debt investments when and only when its business model for managing those assets changes. 2. Recognition and de-recognition: Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. 3. Measurement: At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. 4. Impairment: From 1 January 2018, the Company assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk . Accounting policies applied until 31 December 2017: 1. Classification: The Group classifies its financial assets into the loans and receivables and available for sale categories. The classification depends on the purpose for which the financial assets were acquired. The Group’s management determines the classification of its financial assets at initial recognition. Loans and receivables: Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the date of the statement of financial position. The Group’s loans and receivables are included in the line items: “other accounts receivable”, “cash and cash equivalents”, and short term bank deposit in the statements of financial position. 2. Recognition and measurement: Regular purchases and sales of financial assets are recognized in the books of the Group companies on the transaction settlement date which is the date on which the asset is transferred to the Group or transferred by the Group. Investments are initially recognized at fair value plus transaction costs and are subsequently carried at fair value through other comprehensive income (loss). Loans and receivables are subsequently carried at amortized cost using the effective interest method. 3. Impairment of financial assets: Assets classified as available-for-sale If there is objective evidence of impairment for available-for-sale financial assets, the cumulative loss is measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss is removed from equity and recognized in profit or loss. Impairment losses on equity instruments that were recognized in profit or loss are not reversed through profit or loss in a subsequent period. Financial assets carried at amortized cost: The Group assesses at the date of each statement of financial position whether there is objective evidence that a financial asset or group of financial assets is impaired. Impairment losses are incurred only if there is an objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. The amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognized in profit or loss |
Cash and cash equivalents | h. Cash and cash equivalents: Cash and cash equivalents include cash at hand and short-term bank deposits with original maturities of three months or less, that are not restricted as to withdrawal or use, and are therefore considered to be cash equivalents. |
Share capital | i. Share capital: The Company’s ordinary shares are classified as share capital. Incremental costs directly attributable to the issuance of new shares, options and warrants are shown in equity as a deduction, from the issuance proceeds. |
Trade payables | Trade payables: Trade payables are the Group’s obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method. |
Employee benefits | Employee benefits: 1. Employment benefits for retirement compensation/pension: The Group operates various pension plans. The plans are generally funded through payments to insurance companies or trustee-administered funds. Said pension plans qualify for the criteria of defined contribution plan based on their terms. 2. Vacation and recreation benefits: According to the Law, an employee is entitled to paid annual leave and sick leave on an annual basis. The entitlement is based on the number of years of service. The Company recognizes an obligation and expense for paid annual leave and sick leave based on the benefit accumulated for each employee. |
Share-based payment | l. Share-based payment: The Group operates a number of share-based payment plan to employees, directors, officers and to other service providers who render services that are settled with the Group’s equity instruments. In this framework, the Company grants employees, from time to time, and, at its discretion, options to purchase shares of the Company. The fair value of options granted to employees is measured according to the Black-Scholes model as of the date of grant (the date of the Company’s Board of Directors’ decision unless shareholders’ approval is required) and recognized as an expense in the statement of comprehensive income (loss) and correspondingly carried to equity. The total amount recognized as an expense over the vesting term of the options (the term over which all pre-established vesting conditions are expected to be satisfied) is determined by reference to the fair value of the options granted at grant date. The fair value of options granted to service providers is measured based on the fair value of goods or services at the date it was received and recognized as an expense in the statement of comprehensive income (loss) during the period of the service/goods received and correspondingly carried to equity. At each reporting date, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions and recognizes the impact of the revision to original estimates, if any, in the statement of comprehensive income (loss) with a corresponding adjustment in equity. When options are exercised, the Company issues new shares. The proceeds net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. |
Income per share | m. Income per share: Basic income per share is calculated by dividing the income attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the period, less treasury shares. For the diluted earnings per share calculation, the weighted average number of shares outstanding during the year is adjusted for the average number of shares and warrants that are potentially issuable in connection with employee/service-provider share-based payment and warrants, using the treasury stock method. If the inclusion of potentially issuable shares would decrease loss per share, the potentially issuable shares are excluded from the weighted average number of shares outstanding used to calculate diluted earnings per share. In 2018 there was earning per share and not loss per share, therefore the weighted average number of shares for the diluted calculation could have been different from the one used for the basic calculation, if the share-based payment and warrants were in the money. |
Issuance of units comprised of warrants and ordinary shares | n. Issuance of units comprised of warrants and ordinary shares: The Company allocated the total proceeds to the issuance components as follows: While the warrants classified as financial liabilities, the Company has initially recognized them at fair value as of the date of issuance (measured through third-party appraiser, using a Black and Scholes model); In March 2018 the Company registered its warrants. This act cancelled the cashless exercise mechanism and therefore the Company reclassified the warrants from non-current liability to share premium. The amount recognized in shareholders equity, which represents the funds attributed to the ordinary shares issued, was calculated as the difference between the total issuance proceeds and the fair value of the warrants at that date. Incremental and direct issuance costs were allocated by the Company based on the relative value of the warrants (as calculated on the date of issuance) and the Ordinary Shares (calculated as the difference between the proceeds and the fair value of the warrants). The portion of issuance costs that was allocated to the warrants was recognized immediately as finance expenses in the statement of comprehensive income (loss) and the portion of issuance costs related to the Ordinary Shares was deducted from additional-paid in capital. |
Segment information | o. Segment information: The Company operates in one operating segment. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
Schedule of exchange rate of the U.S. dollar in relation to the NIS | Exchange rate As of of U.S. $ 1 NIS December 31, 2018 3.748 December 31, 2017 3.467 |
Schedule of depreciation of property and equipment | % per-year Computers 33 Office furniture and equipment 6 - 15 (mainly 6) |
Financial Instruments and Fin_2
Financial Instruments and Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Financial Instruments and Financial Risk Management [Abstract] | |
Schedule of changes in financial liabilities from finance activities | Warrants Total U.S. dollars in thousands Balance as of January 1, 2018 2,667 2,667 Revaluation during the year (974 ) (974 ) Reclassification of warrants (see Note 12) (1,693 ) (1,693 ) Balance as of December 31, 2018 - - Warrants Total U.S. dollars in thousands Balance as of January 1, 2017 - - Fair value as of issuance date 3,432 3,432 Revaluation during the year (765 ) (765 ) Balance as of December 31, 2017 2,667 2,667 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Summary of cash and cash equivalents | December 31, 2018 2017 U.S. dollars in thousands Cash in banks and on hand 946 1,083 Bank deposits with original maturities of three months or less* 2,309 2,206 3,255 3,289 * Deposit with maturity of three months, which bear an interest of 2.27% per annum (in 2017: 1.22%-1.4%). |
Summary of currencies cash and cash equivalents are denominated | December 31, 2018 2017 U.S. dollars in thousands U.S. dollars 3,168 3,172 NIS (not linked to the Israeli CPI) 87 117 3,255 3,289 |
Marketable Securities - Inter_2
Marketable Securities - InterCure Ltd (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Marketable Securities - InterCure Ltd [Abstract] | |
Schedule of financial instruments | December 31, 2018 2017 U.S. dollars in thousands Marketable securities 2,847 298 Marketable securities 2,847 298 |
Schedule of changes in marketable securities | December 31, 2018 2017 U.S. dollars in thousands Fair value opening balance 298 414 Sales (204 ) - Changes in fair value during the year 2,753 (116 ) 2,847 298 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses [Abstract] | |
Schedule of prepaid expenses | December 31, 2018 2017 U.S. dollars in thousands Government authorities (*) 11 15 Prepaid expenses 51 85 Other 11 12 73 112 (*) The government authorities and others are monetary items which are denominated or linked is NIS. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets, net, by major classes | rHuEPO hCDR1 Total Cost: Balance at January 1, 2018 - 380 380 Amortized cost at December 31, 2018 - 380 380 rHuEPO hCDR1 Total Cost: Balance at January 1, 2017 - 253 253 Additions during the year - 127 127 Amortized cost at December 31, 2017 - 380 380 rHuEPO hCDR1 Total Cost: Balance at January 1, 2016 848 189 1,037 Additions during the year - 64 64 Impairment of intangible assets (848 ) - (848 ) Amortized cost at December 31, 2016 - 253 253 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Payables [Abstract] | |
Schedule of composition of other accounts payable | December 31, 2018 2017 U.S. dollars in thousands Trade payables 8 4 Employees, consultants and payroll accruals 20 20 Accrued expenses 225 276 253 300 December 31, 2018 2017 U.S. dollars in thousands U.S. dollars 189 244 NIS (not linked to the Israeli CPI) 64 56 253 300 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Warrants [Abstract] | |
Schedule of warrants valuation assumptions of investors' warrants | As of 2018 As of December 31, As of March 7, As of February 16, Risk-free interest rate (1) 2.61 % 2.18 % 2.11 % 2.05 % Expected volatility (2) 65.5 % 61.1 % 70.26 % 70.22 % Contractual term life (in years) (3) 4.5 4.6 5.5 5.5 Dividend yield (4) 0 % 0 % 0 % 0 % (1) Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. (2) Expected volatility - was calculated based on actual historical share price movements of the Company over a term that is equivalent to the contractual term of the option. If the change in standard deviation for that warrants shifted +/- 5%, the impact on profit or loss would be $ 1 (3) Expected life - the expected life was based on the expiration date of the warrants. (4) Dividend yield - was based on the fact that the Company has not paid dividends to its shareholders in the past and does not expect to pay dividends to its shareholders in the future. |
Share Capital, Reserves and R_2
Share Capital, Reserves and Retained Earnings (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share Capital, Reserves and Retained Earnings [Abstract] | |
Summary of outstanding warrants | Warrants Number of shares exercisable Issuance date Exercise price in USD (per warrant) Expiration date 177,778 (*) 17,777,780 April 1, 2015 2.25 March 30, 2020 14,444 (*) 1,444,440 April 1, 2015 2.81 March 30, 2020 1,050,000 105,000,000 February 17, 2017 4.1 August 16, 2022 1,400,000 140,000,000 March 7, 2017 2.3 September 6, 2022 2,642,222 264,222,220 (*) On January 17, 2017, the Company’s Board of Directors approved the change which was effective as of February 10, 2017 in the number of shares underlying the ADSs such that 100 ordinary shares of the Company will constitute a single ADS, this in order to support the Company’s compliance with the Nasdaq’s ADS listing conditions. All ADS data was adjusted to reflect the current ADS to ordinary share ratio, meaning 1:100. |
Share-Based Payment (Tables)
Share-Based Payment (Tables) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-Based Payment [Abstract] | ||
Summary of number of share options and their related weighted average exercise prices | Year ended December 31, 2018 2017 2016 Number of options Weighted average exercise price (USD) Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding at beginning of year 7,355,833 0.16 6,750,000 0.17 4,870,000 0.15 Granted - - 1,000,000 0.03 2,950,000 0.16 Exercised - - - - - - Expired (1,155,833 ) 0.16 (40,000 ) 0.21 (1,070,000 ) 0.08 Forfeited - - (354,167 ) 0.14 - - Outstanding at end of year 6,200,000 0.15 7,355,833 0.16 6,750,000 0.17 Exercisable at end of year 5,529,166 0.16 5,514,166 0.19 3,833,333 0.18 | Year ended December 31, 2017 2016 2015 Number of options Weighted average exercise price (USD) Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding at beginning of year 6,750,000 0.17 4,870,000 0.15 6,683,862 0.19 Granted 1,000,000 0.03 2,950,000 0.16 700,000 0.10 Exercised - - - - - - Expired (40,000 ) 0.21 (1,070,000 ) 0.08 (2,513,862 ) 0.23 Forfeited (354,167 ) 0.14 - - - - Outstanding at end of year 7,355,833 0.16 6,750,000 0.17 4,870,000 0.15 Exercisable at end of year 5,514,166 0.19 3,833,333 0.18 2,939,168 0.16 |
Summary of exercise price and the remaining contractual life (in years) | December 31, 2018 2017 Options outstanding at end of year Range of exercise prices (USD) Weighted average remaining contractual life Options outstanding at end of year Range of exercise prices (USD) Weighted average remaining contractual life 2,150,000 0 - 0.14 7.24 2,362,500 0 - 0.14 7.55 4,050,000 0.15 - 1.6 6.12 4,993,333 0.15 -1.6 5.86 6,200,000 7,355,833 | December 31, 2017 2016 Options outstanding at end of year Range of Weighted average remaining contractual life Options outstanding at end of year Range of Weighted average remaining contractual life 2,362,500 0 - 0.14 7.55 1,450,000 0 - 0.14 8.13 4,993,333 0.15 -1.6 5.86 5,300,000 0.15 -1.6 7.93 7,355,833 6,750,000 |
Summary of outstanding options | Options Position Grant date (*) Exercise price in NIS Fair value USD Vesting schedule 900,000 Chief Executive Officer October 15, 2013 0.9 143 12 equal portions each quarter over a period of 3 years from the grant date 600,000 Chief Executive Officer October 15, 2013 0.6 97 12 equal portions each quarter over a period of 3 years from the grant date 600,000 Four Directors December 30, 2014 0.4325 46 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 150,000 Consultant December 30, 2014 0.4915 12 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 300,000 Two Directors March 25, 2015 0.40 24 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 100,000 Chief Executive Officer March 25, 2015 0.4 7 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 50,000 Medical Director March 4, 2016 0.6 2 12 equal portions each quarter over a period of 3 years from the date of grant 1,500,000 Chairman of Board March 31, 2016 0.6 63 12 equal portions each quarter over a period of 3 years from the date of grant 1,000,000 Chief Executive Officer March 31, 2016 0.6 42 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first anniversary 1,000,000 Chief Executive Officer August 3, 2017 0.11 28 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first anniversary 6,200,000 (*) Date of the Company’s Board of Directors’ decision (or shareholders, if required). | Options Position Grant Exercise price in NIS Fair value Vesting schedule 60,000 Legal counsel January 15, 2008 1.575 12 25% on grant date and 25% on each year over a period of 3 years from the grant date 900,000 Chief Executive Officer October 15, 2013 0.9 143 12 equal portions each quarter over a period of 3 years from the grant date 600,000 Chief Executive Officer October 15, 2013 0.6 97 12 equal portions each quarter over a period of 3 years from the grant date 750,000 Chief Financial Officer December 30, 2013 0.5328 101 12 equal portions each quarter over a period of 3 years from the grant date 600,000 Four Directors December 30, 2014 0.4325 46 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 150,000 Consultant December 30, 2014 0.4915 12 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 300,000 Two Directors March 25, 2015 0.40 24 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 100,000 Chief Financial Officer March 25, 2015 0.4 7 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 87,500 Chief Executive Office March 25, 2015 0.4 7 100,000 options were granted. 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 12,500 option were forfeited. 125,000 Chief Financial Officer June 1, 2015 0.4283 14 200,000 options were granted 12 equal portions each quarter over a period of 3 years from the grant date. 75,000 options were forfeited. 300,000 Two Directors March 25, 2015 0.40 24 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 100,000 Chief Financial Officer March 25, 2015 0.4 7 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first 50,000 Medical Director March 4, 2016 0.6 2 12 equal portions each quarter over a period of 3 years from the date of grant 1,500,000 Chairman of Board March 31, 2016 0.6 63 12 equal portions each quarter over a period of 3 years from the date of grant 1,000,000 Chief Executive Officer March 31, 2016 0.6 42 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first anniversary 133,333 Chief Financial Officer May 31, 2016 0.6 14 400,000 options were granted. 1,000,000 Chief Executive Officer August 3, 2017 0.11 28 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first anniversary 7,355,833 (*) Date of the Company's Board of Directors’ decision (or shareholders, if required). |
Summary of detailed information about the fair value for options granted | 2018(*) 2017 Dividend yield - 0 % Expected volatility - 76.8 % Risk-free interest - 1.87 % Expected life (years) - 10 (*) There were no new grants in 2018. | 2017 2016 Dividend yield 0 % 0 % Expected volatility 76.8 % 74.4 % Risk-free interest 1.87 % 1.97 % Expected life (years) 10 10 |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development Expenses [Abstract] | |
Schedule of research and development expenses | Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Fees related to service providers 38 51 145 Expenses relating to options to employees and non-employees - 2 7 Professional consulting - - 109 Lab materials - 2 134 Other - (12 ) 48 38 43 443 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
General and Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Salaries and expenses relating to employees and service providers 109 247 297 Expenses relating to options and shares to employees and non-employees 22 37 175 Patents and fees 121 158 162 Directors’ fees 140 119 124 Investor relations and travel 24 98 168 Rent and office maintenance 18 29 39 Insurance 48 34 48 Professional services 255 *440 213 Other 18 41 44 755 1,203 1,270 *) An amount of $206 thousands related to F-1 registration and amendments. |
Finance Income (Expenses), Net
Finance Income (Expenses), Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Finance Income (Expenses), Net [Abstract] | |
Schedule of finance income (expenses), net | Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Finance expenses: Issuance cost related to warrants to investors - 329 - Bank account management fees and commissions 7 8 7 Exchange differences 28 - - Total finance expenses 35 337 7 Finance income: Revaluation of warrants to purchase ADS’s 974 765 - Revaluation of marketable securities 2,753 - - Interest income on bank deposits 87 16 - Exchange differences - 21 23 Total finance income 3,814 802 23 Finance income, net 3,779 465 16 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Taxes on income [abstract] | |
Schedule of reconciliation between the "theoretical" tax expense | Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Income (loss) before taxes on income, as reported in the statements of comprehensive income (loss) 2,986 (781 ) (2,545 ) Theoretical tax expense (benefit) 687 (187 ) (636 ) Expenses (income) not recognized for tax purposes (201 ) (95 ) 32 Temporary differences in the reported year for which no deferred taxes were recognized (633 ) - - Increase in taxes resulting mainly from taxable losses in the reported year for which no deferred taxes were recognized 147 282 604 Tax benefit - - - |
Transactions and Balances wit_2
Transactions and Balances with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Transactions and Balances with Related Parties [abstract] | |
Schedule of compensation to key management personnel for employee services | Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Salaries, management and consulting fees and other short-term benefits 283 373 407 Pension, post retirement and other benefits 7 12 17 Share-based payments, net 22 39 127 312 424 551 Number of persons 9 9 10 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - NIS | Dec. 31, 2018 | Dec. 31, 2017 |
Significant Accounting Policies [Abstract] | ||
Exchange rate of U.S. $ 1 | 3.748 | 3.467 |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2018 | |
Computers [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Property and equipment useful life, percentage | 33 |
Office furniture and equipment [Member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Property and equipment useful life, percentage | 6 - 15 (mainly 6) |
Significant Accounting Polici_6
Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Significant Accounting Policies [Abstract] | ||
Other comprehensive income | $ 47 |
Financial Instruments and Fin_3
Financial Instruments and Financial Risk Management (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Financial Instruments And Financial Risk Management [Line Items] | ||
Balance | $ 2,667 | |
Fair value as of issuance date | 3,432 | |
Revaluation during the year | (974) | (765) |
Reclassification of warrants (see Note 12) | (1,693) | |
Balance | 2,667 | |
Warrants [Member] | ||
Financial Instruments And Financial Risk Management [Line Items] | ||
Balance | 2,667 | |
Fair value as of issuance date | 3,432 | |
Revaluation during the year | (974) | (765) |
Reclassification of warrants (see Note 12) | (1,693) | |
Balance | $ 2,667 |
Financial Instruments and Fin_4
Financial Instruments and Financial Risk Management (Details Textual) | 12 Months Ended |
Dec. 31, 2018 | |
Financial Instruments and Financial Risk Management (Textual) | |
Description of foreign currency exchange rate risk | The Group's functional currency strengthened by 8% against the NIS with all other variables remaining constant, post-tax profit for the year would have been $289 thousand higher (2017 - loss approximately $38 thousand lower; 2016 - loss approximately $22 thousand lower), mainly as a result of exchange rate changes on translation of other accounts receivable and exchange rate changes on NIS-denominated cash and cash equivalents. |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |||||
Cash in banks and on hand | $ 946 | $ 1,083 | |||
Bank deposits with original maturities of three months or less | [1] | 2,309 | 2,206 | ||
Cash and cash equivalents | $ 3,255 | $ 3,289 | $ 2,019 | $ 3,817 | |
[1] | Deposit with maturity of three months, which bear an interest of 2.27% per annum (in 2017: 1.22%-1.4%). |
Cash and Cash Equivalents (De_2
Cash and Cash Equivalents (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Disclosure of currencies in cash and cash equivalents [line items] | ||||
Cash and cash equivalents | $ 3,255 | $ 3,289 | $ 2,019 | $ 3,817 |
U.S. dollars [Member] | ||||
Disclosure of currencies in cash and cash equivalents [line items] | ||||
Cash and cash equivalents | 3,168 | 3,172 | ||
NIS (not linked to the Israeli CPI) [Member] | ||||
Disclosure of currencies in cash and cash equivalents [line items] | ||||
Cash and cash equivalents | $ 87 | $ 117 |
Cash and Cash Equivalents (De_3
Cash and Cash Equivalents (Details Textual) | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of detailed information about borrowings [line items] | ||
Interest rate per annum | 2.27% | |
Bottom of range [member] | ||
Disclosure of detailed information about borrowings [line items] | ||
Interest rate per annum | 1.22% | |
Top of range [member] | ||
Disclosure of detailed information about borrowings [line items] | ||
Interest rate per annum | 1.40% |
Short-Term Bank Deposit (Detail
Short-Term Bank Deposit (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Short-Term Bank Deposit (Textual) | ||
Short term bank deposit interest rate | 2.38% | 1.40% |
Marketable Securities - Inter_3
Marketable Securities - InterCure Ltd (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of fair value measurement of assets [line items] | ||
Total marketable securities | $ 2,847 | $ 298 |
Marketable securities [Member] | ||
Disclosure of fair value measurement of assets [line items] | ||
Total marketable securities | $ 2,847 | $ 298 |
Marketable Securities - Inter_4
Marketable Securities - InterCure Ltd (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Marketable Securities - InterCure Ltd [Abstract] | ||
Fair value opening balance | $ 298 | $ 414 |
Sales | (204) | |
Changes in fair value during the period | 2,753 | (116) |
Total marketable securities | $ 2,847 | $ 298 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Prepaid Expenses [Abstract] | |||
Government authorities | [1] | $ 11 | $ 15 |
Prepaid expenses | 51 | 85 | |
Other | 11 | 12 | |
Total | $ 73 | $ 112 | |
[1] | The government authorities and others are monetary items which are denominated or linked is NIS. |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cost: | |||
Balance | $ 380 | $ 253 | $ 1,037 |
Additions | 127 | 64 | |
Impairment of intangible assets | (848) | ||
Amortized cost | 380 | 380 | 253 |
rHuEPO [Member] | |||
Cost: | |||
Balance | 848 | ||
Additions | |||
Impairment of intangible assets | (848) | ||
Amortized cost | |||
hCDR1 [Member] | |||
Cost: | |||
Balance | 380 | 253 | 189 |
Additions | 127 | 64 | |
Impairment of intangible assets | |||
Amortized cost | $ 380 | $ 380 | $ 253 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2010 | |
Intangible Assets (Textual) | |||||
Ownership interest | 100.00% | ||||
Recoverable amount | $ 1,604 | ||||
Carrying amount of intangible asset | $ (848) | ||||
Other current payables | 253 | $ 300 | |||
Yeda [Member] | |||||
Intangible Assets (Textual) | |||||
Other current payables | 127 | ||||
rHuEPO [Member] | |||||
Intangible Assets (Textual) | |||||
Carrying amount of intangible asset | $ (848) |
Accounts Payable (Details)
Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Payables [Abstract] | ||
Trade payables | $ 8 | $ 4 |
Employees, consultants and payroll accruals | 20 | 20 |
Accrued expenses | 225 | 276 |
Total accounts payable | $ 253 | $ 300 |
Accounts Payable (Details 1)
Accounts Payable (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Accounts Payable [Line Items] | ||
Other accounts payable | $ 253 | $ 300 |
U.S dollars [Member] | ||
Other Accounts Payable [Line Items] | ||
Other accounts payable | 189 | 244 |
NIS (not linked to the Israeli CPI) [Member] | ||
Other Accounts Payable [Line Items] | ||
Other accounts payable | $ 64 | $ 56 |
Employee Benefit Liabilities (D
Employee Benefit Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Benefit Liabilities [Abstract] | |||
Defined contribution plans for employees | $ 6 | $ 11 | $ 17 |
Warrants (Details)
Warrants (Details) - Investors Warrants [Member] | Mar. 08, 2018 | Mar. 07, 2017 | Feb. 16, 2017 | Dec. 31, 2017 | |
Warrants at Fair Value [Line Items] | |||||
Risk-free interest rate | [1] | 2.61% | 2.11% | 2.05% | 2.18% |
Expected volatility | [2] | 65.50% | 70.26% | 70.22% | 61.10% |
Contractual term life (in years) | [3] | 4 years 6 months | 5 years 6 months | 5 years 6 months | 4 years 7 months 6 days |
Dividend yield | [4] | 0.00% | 0.00% | 0.00% | 0.00% |
[1] | Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. | ||||
[2] | Expected volatility - was calculated based on actual historical share price movements of the Company over a term that is equivalent to the contractual term of the option. If the change in standard deviation for that warrants shifted +/- 5%, the impact on profit or loss would be $162 thousands and $159 thousands, respectively. The higher the standard deviation, the higher the fair value. | ||||
[3] | Expected life - the expected life was based on the expiration date of the warrants. | ||||
[4] | Dividend yield - was based on the fact that the Company has not paid dividends to its shareholders in the past and does not expect to pay dividends to its shareholders in the future. |
Warrants (Details Textual)
Warrants (Details Textual) - USD ($) $ in Thousands | Mar. 07, 2017 | Feb. 16, 2017 | Dec. 31, 2017 |
Warrants (Textual) | |||
Gross funds raised | $ 5,300 | ||
Description of warrants exercisable | The warrants shall be exercisable six months following the issuance date and will expire five and one-half years from the issuance date. | ||
Warrants [Member] | |||
Warrants (Textual) | |||
Expected volatility rate | 5.00% | ||
Impact on profit or loss | $ 162 | $ 159 | |
ADS [Member] | |||
Warrants (Textual) | |||
Warrants purchased | 2,400,000 |
Commitments (Details)
Commitments (Details) $ in Thousands | 1 Months Ended | |
Aug. 31, 2017₪ / sharesshares | Aug. 03, 2010USD ($) | |
Schedule Of Commitment Contingencies [Line Items] | ||
Percentage of obligation to pay royalties | 1.00% | |
Payment of royalties | $ | $ 350 | |
Raising capital | $ | $ 2,000 | |
CEO [Member] | ||
Schedule Of Commitment Contingencies [Line Items] | ||
Percentage of others reduction | 50.00% | |
Granted | shares | 1,000,000 | |
Purchase of ordinary shares | shares | 1,000,000 | |
Exercise price | ₪ / shares | ₪ 0.11 |
Share Capital, Reserves and R_3
Share Capital, Reserves and Retained Earnings (Details) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | ||
April 1, 2015 [Member] | ||
Warrants [Line Items] | ||
Warrants outstanding to purchase ADSs | 177,778 | [1] |
Number of shares exercisable | 17,777,780 | |
Issuance date | Apr. 1, 2015 | |
Exercise price in USD (per warrant) | $ / shares | $ 2.25 | |
Expiration date | Mar. 30, 2020 | |
April 1, 2015 [Member] | ||
Warrants [Line Items] | ||
Warrants outstanding to purchase ADSs | 14,444 | [1] |
Number of shares exercisable | 1,444,440 | |
Issuance date | Apr. 1, 2015 | |
Exercise price in USD (per warrant) | $ / shares | $ 2.81 | |
Expiration date | Mar. 30, 2020 | |
February 17, 2017 [Member] | ||
Warrants [Line Items] | ||
Warrants outstanding to purchase ADSs | 1,050,000 | |
Number of shares exercisable | 105,000,000 | |
Issuance date | Feb. 17, 2017 | |
Exercise price in USD (per warrant) | $ / shares | $ 4.1 | |
Expiration date | Aug. 16, 2022 | |
March 7, 2017 [Member] | ||
Warrants [Line Items] | ||
Warrants outstanding to purchase ADSs | 1,400,000 | |
Number of shares exercisable | 140,000,000 | |
Issuance date | Mar. 7, 2017 | |
Exercise price in USD (per warrant) | $ / shares | $ 2.3 | |
Expiration date | Sep. 6, 2022 | |
[1] | On January 17, 2017, the Company's Board of Directors approved the change which was effective as of February 10, 2017 in the number of shares underlying the ADSs such that 100 ordinary shares of the Company will constitute a single ADS, this in order to support the Company's compliance with the Nasdaq's ADS listing conditions. All ADS data was adjusted to reflect the current ADS to ordinary share ratio, meaning 1:100. |
Share Capital, Reserves and R_4
Share Capital, Reserves and Retained Earnings (Details Textual) $ / shares in Units, $ in Thousands | Mar. 07, 2017USD ($)$ / sharesshares | Feb. 17, 2017USD ($)$ / sharesshares | Jan. 17, 2017 | Mar. 31, 2017USD ($) | Feb. 28, 2017USD ($) | Jan. 31, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2018₪ / sharesshares | Dec. 31, 2017₪ / sharesshares | Aug. 03, 2017shares | May 31, 2016shares | Feb. 29, 2016shares | Jun. 01, 2012shares |
Share Capital, Reserves and Retained Earnings (Textual) | ||||||||||||||
Share price | ₪ / shares | ₪ 0.1 | ₪ 0.1 | ||||||||||||
Ordinary per share | ₪ / shares | ₪ 0.064 | |||||||||||||
Gross funds raised | $ | $ 5,300 | |||||||||||||
Ordinary shares | shares | 514,205,799 | 514,205,799 | 680,000 | |||||||||||
Ordinary shares, authorized | shares | 1,450,000,000 | 1,450,000,000 | ||||||||||||
Finance expenses | $ | $ 38 | $ 291 | $ 329 | |||||||||||
Reduction of additional-paid in capital | $ | $ 165 | |||||||||||||
Changes in effective date of shares, Description | The Company's Board of Directors approved the change which was effective as of February 10, 2017 in the number of shares underlying the ADSs such that 100 ordinary shares of the Company will constitute a single ADS, this in order to support the Company's compliance with the Nasdaq's ADS listing conditions. All ADS data was adjusted to reflect the current ADS to ordinary share ratio, meaning 1:100. | |||||||||||||
Annual General Meeting of Shareholders [Member] | ||||||||||||||
Share Capital, Reserves and Retained Earnings (Textual) | ||||||||||||||
Ordinary shares | shares | 1,450,000,000 | |||||||||||||
Ordinary shares, authorized | shares | 700,000,000 | |||||||||||||
Warrants granted [Member] | ||||||||||||||
Share Capital, Reserves and Retained Earnings (Textual) | ||||||||||||||
Direct and incremental costs | $ | $ 84 | |||||||||||||
ADS [Member] | ||||||||||||||
Share Capital, Reserves and Retained Earnings (Textual) | ||||||||||||||
Ordinary shares | shares | 2,400,000 | 6,800 | 6,800 | 20 | ||||||||||
Warrants purchased | shares | 2,400,000 | |||||||||||||
ADS [Member] | Private Placements [Member] | ||||||||||||||
Share Capital, Reserves and Retained Earnings (Textual) | ||||||||||||||
Investors for the sale | shares | 1,400,000 | |||||||||||||
Gross proceeds for the sale | $ | $ 2,800 | |||||||||||||
Purchase per price | $ / shares | $ 2 | |||||||||||||
Direct and incremental costs | $ | $ 64 | |||||||||||||
ADS [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Share Capital, Reserves and Retained Earnings (Textual) | ||||||||||||||
Warrant exercise price | $ / shares | $ 4.10 | |||||||||||||
Investors for the sale | shares | 1,000,000 | |||||||||||||
Gross proceeds for the sale | $ | $ 2,500 | |||||||||||||
Purchase per price | $ / shares | $ 2.50 | |||||||||||||
Engagement agreement, Description | The Company entered into engagement agreement ("Agreement") with an exclusive Placement Agent ("Agent") pursuant to which at the closing of each Offering, the Company will compensate the Agent for its service under the Agreement as follows: Cash fee equal to 7% of the aggregate gross proceeds raised in each Offering, except that in relation to any proceeds raised from certain existing shareholders of the Company participating in an Offering and listed in the Agreement ("Existing Shareholders"), the Company shall pay to the Agent a cash fee equal to 3.5% of the aggregate gross proceeds raised from such Existing Shareholders in each such Offering. In addition, the Company shall pay the Agent a cash management fee equal to 1% of the aggregate gross proceeds raised in each Offering. ? Warrants to purchase ADS's equal to 5% of the aggregate number of warrants to purchase ADS's placed in each Offering. The Warrant shall have the same terms as the warrants, if any, issued to investors in the applicable Offering. If no warrants are issued to investors in an Offering, the Warrant shall have a term of five years and an exercise price equal to 120% of the then market price of the ADS's. The fair value of such warrants amounted to $84 thousand at the issuance date. ? Expense allowance equal to $35 thousand for accountable fees and expenses of HCW (other than legal) as defined in the Agreement. | |||||||||||||
Direct and incremental costs | $ | $ 429 | |||||||||||||
ADS [Member] | Unregistered Warrants [Member] | ||||||||||||||
Share Capital, Reserves and Retained Earnings (Textual) | ||||||||||||||
Warrant exercise price | $ / shares | $ 2.30 | |||||||||||||
Warrants term | 5 years 6 months | |||||||||||||
Investors [Member] | ADS [Member] | ||||||||||||||
Share Capital, Reserves and Retained Earnings (Textual) | ||||||||||||||
Ordinary shares | shares | 680,000 | 680,000 | ||||||||||||
Expenses amount | $ | $ 54 |
Share-Based Payment (Details)
Share-Based Payment (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of options | |||
Outstanding at beginning of year | 7,355,833 | ||
Outstanding at end of year | 6,200,000 | 7,355,833 | |
Share Options [Member] | |||
Number of options | |||
Outstanding at beginning of year | 7,355,833 | 6,750,000 | 4,870,000 |
Granted | 1,000,000 | 2,950,000 | |
Exercised | |||
Expired | (1,155,833) | (40,000) | (1,070,000) |
Forfeited | (354,167) | ||
Outstanding at end of year | 6,200,000 | 7,355,833 | 6,750,000 |
Exercisable at end of year | 5,529,166 | 5,514,166 | 3,833,333 |
Weighted average exercise price (USD) | |||
Outstanding at beginning of year | $ 0.16 | $ 0.17 | $ 0.15 |
Granted | 0.03 | 0.16 | |
Exercised | |||
Expired | 0.16 | 0.21 | 0.08 |
Forfeited | 0.14 | ||
Outstanding at end of year | 0.15 | 0.16 | 0.17 |
Exercisable at end of year | $ 0.16 | $ 0.19 | $ 0.18 |
Share-Based Payment (Details 1)
Share-Based Payment (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Share Based Payment Award [Line Items] | ||
Options outstanding at end of year | 6,200,000 | 7,355,833 |
Range of Exercise Prices One [Member] | ||
Schedule of Share Based Payment Award [Line Items] | ||
Options outstanding at end of year | 2,150,000 | 2,362,500 |
Weighted average remaining contractual life | 7 years 2 months 27 days | 7 years 6 months 18 days |
Range of Exercise Prices One [Member] | Bottom of range [Member] | ||
Schedule of Share Based Payment Award [Line Items] | ||
Range of exercise prices | $ 0 | $ 0 |
Range of Exercise Prices One [Member] | Top of range [Member] | ||
Schedule of Share Based Payment Award [Line Items] | ||
Range of exercise prices | $ 0.14 | $ 0.14 |
Range of Exercise Prices Two [Member] | ||
Schedule of Share Based Payment Award [Line Items] | ||
Options outstanding at end of year | 4,050,000 | 4,993,333 |
Weighted average remaining contractual life | 6 years 1 month 13 days | 5 years 10 months 10 days |
Range of Exercise Prices Two [Member] | Bottom of range [Member] | ||
Schedule of Share Based Payment Award [Line Items] | ||
Range of exercise prices | $ 0.15 | $ 0.15 |
Range of Exercise Prices Two [Member] | Top of range [Member] | ||
Schedule of Share Based Payment Award [Line Items] | ||
Range of exercise prices | $ 1.6 | $ 1.6 |
Share-Based Payment (Details 2)
Share-Based Payment (Details 2) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)₪ / sharesshares | Dec. 31, 2017shares | ||
Schedule of Share Based Payment Award [Line Items] | |||
Options outstanding | 6,200,000 | 7,355,833 | |
Chief Executive Officer [Member] | October 15, 2013 [Member] | |||
Schedule of Share Based Payment Award [Line Items] | |||
Options outstanding | 900,000 | ||
Grant date | [1] | Oct. 15, 2013 | |
Exercise price | ₪ / shares | ₪ 0.9 | ||
Fair value | $ | ₪ 143 | ||
Vesting schedule | 12 equal portions each quarter over a period of 3 years from the grant date | ||
Chief Executive Officer One [Member] | October 15, 2013 [Member] | |||
Schedule of Share Based Payment Award [Line Items] | |||
Options outstanding | 600,000 | ||
Grant date | [1] | Oct. 15, 2013 | |
Exercise price | ₪ / shares | ₪ 0.6 | ||
Fair value | $ | ₪ 97 | ||
Vesting schedule | 12 equal portions each quarter over a period of 3 years from the grant date | ||
Four Directors [Member] | December 30, 2014 [Member] | |||
Schedule of Share Based Payment Award [Line Items] | |||
Options outstanding | 600,000 | ||
Grant date | [1] | Dec. 30, 2014 | |
Exercise price | ₪ / shares | ₪ 0.4325 | ||
Fair value | $ | ₪ 46 | ||
Vesting schedule | 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first | ||
Consultant [Member] | December 30, 2014 [Member] | |||
Schedule of Share Based Payment Award [Line Items] | |||
Options outstanding | 150,000 | ||
Grant date | [1] | Dec. 30, 2014 | |
Exercise price | ₪ / shares | ₪ 0.4915 | ||
Fair value | $ | ₪ 12 | ||
Vesting schedule | 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first | ||
Two Directors [Member] | March 25, 2015 [Member] | |||
Schedule of Share Based Payment Award [Line Items] | |||
Options outstanding | 300,000 | ||
Grant date | [1] | Mar. 25, 2015 | |
Exercise price | ₪ / shares | ₪ 0.40 | ||
Fair value | $ | ₪ 24 | ||
Vesting schedule | 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first | ||
Chief Financial Officer One [Member] | March 25, 2015 [Member] | |||
Schedule of Share Based Payment Award [Line Items] | |||
Grant date | [1] | Mar. 25, 2015 | |
Exercise price | ₪ / shares | ₪ 0.4 | ||
Vesting schedule | 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first | ||
Chief Executive Officer Two [Member] | March 25, 2015 [Member] | |||
Schedule of Share Based Payment Award [Line Items] | |||
Options outstanding | 100,000 | ||
Fair value | $ | ₪ 7 | ||
Medical Director [Member] | March 4, 2016 [Member] | |||
Schedule of Share Based Payment Award [Line Items] | |||
Options outstanding | 50,000 | ||
Grant date | [1] | Mar. 4, 2016 | |
Exercise price | ₪ / shares | ₪ 0.6 | ||
Fair value | $ | ₪ 2 | ||
Vesting schedule | 12 equal portions each quarter over a period of 3 years from the date of grant | ||
Chairman of Board [Member] | March 31, 2016 [Member] | |||
Schedule of Share Based Payment Award [Line Items] | |||
Options outstanding | 1,500,000 | ||
Grant date | [1] | Mar. 31, 2016 | |
Exercise price | ₪ / shares | ₪ 0.6 | ||
Fair value | $ | ₪ 63 | ||
Vesting schedule | 12 equal portions each quarter over a period of 3 years from the date of grant | ||
Chief Executive Officer Three [Member] | March 31, 2016 [Member] | |||
Schedule of Share Based Payment Award [Line Items] | |||
Options outstanding | 1,000,000 | ||
Grant date | [1] | Mar. 31, 2016 | |
Exercise price | ₪ / shares | ₪ 0.6 | ||
Fair value | $ | ₪ 42 | ||
Vesting schedule | 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first anniversary | ||
Chief Executive Officer Four [Member] | August 3, 2017 [Member] | |||
Schedule of Share Based Payment Award [Line Items] | |||
Options outstanding | 1,000,000 | ||
Grant date | [1] | Aug. 3, 2017 | |
Exercise price | ₪ / shares | ₪ 0.11 | ||
Fair value | $ | ₪ 28 | ||
Vesting schedule | 33.33% of the stock options vest following the lapse of 12 months from the grant date, and the remaining 66.67% vest in 8 equal portions each quarter over a period of 2 years from the first anniversary | ||
[1] | Date of the Company's Board of Directors' decision (or shareholders, if required). |
Share-Based Payment (Details 3)
Share-Based Payment (Details 3) - Option pricing model [Member] | 12 Months Ended | ||
Dec. 31, 2018 | [1] | Dec. 31, 2017 | |
Schedule of Share Based Payment Award [Line Items] | |||
Dividend yield | 0.00% | ||
Expected volatility | 76.80% | ||
Risk-free interest | 1.87% | ||
Expected life (years) | 10 years | ||
[1] | There were no new grants in 2018. |
Share-Based Payment (Details Te
Share-Based Payment (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 29, 2011 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-Based Payment (Textual) | ||||
Net expenses recognized for grant of options to employees | $ 24 | $ 40 | $ 182 | |
2011 Plan [Member] | ||||
Share-Based Payment (Textual) | ||||
Share based payment award remaining contractual term | 10 years | |||
Number of share holding of up | 10,000,000 | |||
Number of options, Granted | 3,800,000 |
Research and Development Expe_3
Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Research and Development Expenses [Abstract] | |||
Fees related to service providers | $ 38 | $ 51 | $ 145 |
Expenses relating to options to employees and non-employees | 2 | 7 | |
Professional consulting | 109 | ||
Lab materials | 2 | 134 | |
Other | (12) | 48 | |
Research and development expense | $ 38 | $ 43 | $ 443 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
General and Administrative Expenses [Abstract] | ||||
Salaries and expenses relating to employees and service providers | $ 109 | $ 247 | $ 297 | |
Expenses relating to options and shares to employees and non-employees | 22 | 37 | 175 | |
Patents and fees | 121 | 158 | 162 | |
Directors' fees | 140 | 119 | 124 | |
Investor relations and travel | 24 | 98 | 168 | |
Rent and office maintenance | 18 | 29 | 39 | |
Insurance | 48 | 34 | 48 | |
Professional services | 255 | 440 | [1] | 213 |
Other | 18 | 41 | 44 | |
General and administrative expenses | $ 755 | $ 1,203 | $ 1,270 | |
[1] | An amount of $206 thousands related to F-1 registration and amendments. |
General and Administrative Ex_4
General and Administrative Expenses (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
General and Administrative Expenses (Textual) | |
Amount of registration and amendments | $ 206 |
Finance Income (Expenses), Ne_2
Finance Income (Expenses), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finance expenses: | |||
Issuance cost related to warrants to investors | $ 329 | ||
Bank account management fees and commissions | 7 | 8 | 7 |
Exchange differences | 28 | ||
Total finance expenses | 35 | 337 | 7 |
Finance income: | |||
Revaluation of warrants to purchase ADS's | 974 | 765 | |
Revaluation of marketable securities | 2,753 | ||
Interest income on bank deposits | 87 | 16 | |
Exchange differences | 21 | 23 | |
Total finance income | 3,814 | 802 | 23 |
Finance income, net | $ 3,779 | $ 465 | $ 16 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Taxes on income [abstract] | |||
Income (loss) before taxes on income, as reported in the statements of comprehensive income (loss) | $ 2,986 | $ (781) | $ (2,545) |
Theoretical tax expense (benefit) | 687 | (187) | (636) |
Expenses (income) not recognized for tax purposes | (201) | (95) | 32 |
Temporary differences in the reported year for which no deferred taxes were recognized | (633) | ||
Increase in taxes resulting mainly from taxable losses in the reported year for which no deferred taxes were recognized | 147 | 282 | 604 |
Tax benefit |
Taxes on Income (Details Textua
Taxes on Income (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Taxes on Income [line items] | |||
Corporate tax rate | 23.00% | 24.00% | 25.00% |
Carryforward tax losses | $ 35 | ||
Israeli Parliament [Member] | |||
Taxes on Income [line items] | |||
Corporate tax rate in future years | In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018. |
Transactions and Balances wit_3
Transactions and Balances with Related Parties (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)persons | Dec. 31, 2017USD ($)persons | Dec. 31, 2016USD ($)persons | |
Transactions and Balances with Related Parties [abstract] | |||
Salaries, management and consulting fees and other short-term benefits | $ 283 | $ 373 | $ 407 |
Pension, post retirement and other benefits | 7 | 12 | 17 |
Share-based payments, net | 22 | 39 | 127 |
Total compensation expense | $ 312 | $ 424 | $ 551 |
Number of persons | persons | 9 | 9 | 10 |
Transactions and Balances wit_4
Transactions and Balances with Related Parties (Details Textual) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018ILS (₪) | Dec. 31, 2017ILS (₪) | |
Transactions and Balances with Related Parties (Textual) | ||||
Amount of related parties | $ 71 | $ 24 | ₪ 20 | ₪ 24 |
Balances of InterCure Ltd's shares total | $ 2,847 | $ 298 | ||
Company's share in the shares of InterCure Ltd | 2.56% | 3.58% |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) | 12 Months Ended |
Dec. 31, 2018shares | |
Earnings (Loss) Per Share (Textual) | |
Number of share options exercised | 6,200,000 |
Number of share warrants exercised | 264,222,220 |