Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 13, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | CITRINE GLOBAL, CORP. | |
Entity Central Index Key | 0001498067 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 942,568,006 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 294,732 | $ 17,636 |
Inventory | 34,513 | |
Accounts receivable | 9,141 | |
Inventory subject to refund | 2,159 | |
Prepaid share-based payment to a service provider | 2,612,960 | |
Short-term loan measured at fair value (Note 8) | 151,954 | |
Other current assets | 18,522 | |
Total Current assets | 3,059,646 | 81,971 |
Non-current assets | ||
Right of use asset | 14,502 | |
Investments valued under the measurement alternative (Notes 3 and 4) | 450,000 | |
Trading Securities (Note 8) | 464,477 | |
Long-term deposits | 4,699 | |
Property and equipment, net | 155,655 | |
Total non-current assets | 914,477 | 174,856 |
Total assets | 3,974,123 | 256,827 |
Current Liabilities | ||
Accounts payable and accrued expenses | 263,503 | 223,841 |
Related parties | 105,000 | 123,494 |
Fair value of a liability in connection with stock exchange agreement (Note 8) | 59,629 | |
Convertible component in convertible notes (Note 5) | 320,279 | |
Deferred Revenue | 4,998 | |
Current maturities of long-term lease liability | 7,295 | |
Total current liabilities | 748,411 | 359,628 |
Non-current liability | ||
Lease liability | 7,962 | |
Convertible Notes (Note 5) | 676,781 | |
Total non-current liability | 676,781 | 7,962 |
Total liabilities | 1,425,192 | 367,590 |
Redeemable convertible preferred stock | ||
Redeemable convertible Series A preferred stock, par value $0.0001 per share 12,413,794 shares authorized; 0 and 10,344,828 issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 300,000 | |
Stockholders' Equity (Deficit) (Note 6) | ||
Preferred stock (excluding redeemable Series A preferred stock), par value $0.0001 per share, 37,586,206 shares authorized at September 30, 2020 and December 31, 2019; none issued and outstanding at September 30, 2020 and December 31, 2019 | ||
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized; 496,865,285 and 35,449,398 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 49,686 | 3,545 |
Additional paid-in capital | 15,980,723 | 10,042,496 |
Stock to be issued | 30,000 | 30,000 |
Accumulated deficit | (13,617,314) | (10,602,292) |
Accumulated other Comprehensive Income | 105,836 | 115,488 |
Total stockholders' equity (deficit) | 2,548,931 | (410,763) |
Total liabilities and stockholders' equity (deficit) | $ 3,974,123 | $ 256,827 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Redeemable Series A preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable Series A preferred stock, shares authorized | 12,413,794 | 12,413,794 |
Redeemable Series A preferred stock, shares issued | 0 | 10,344,828 |
Redeemable Series A preferred stock, shares outstanding | 0 | 10,344,828 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 37,586,206 | 37,586,206 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 496,865,285 | 35,449,398 |
Common stock, shares outstanding | 496,865,285 | 35,449,398 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 35,652 | $ 11,372 | $ 120,849 | |
Cost of revenues | 32,656 | 13,621 | 150,384 | |
Gross profit | 2,996 | (2,249) | (29,535) | |
Research and development expenses | (34,479) | (17,586) | (114,511) | |
Marketing, general and administrative expenses | (1,058,335) | (365,806) | (2,815,282) | (1,177,133) |
Change in fair value of option liability | 6,944 | 6,944 | ||
Gain from deconsolidation of a subsidiary (Note 4) | 52,330 | |||
Operating loss | (1,058,335) | (390,345) | (2,782,787) | (1,314,235) |
Financing income (expenses), net: | ||||
Fair value adjustment of liability in connection with stock exchange agreement (Note 8) | 5,951 | (59,629) | ||
Change in fair value of trading securities (Note 8) | (49,809) | (49,809) | ||
Change in fair value of short-term loan measured at fair value (Note 8) | 6,954 | 6,954 | ||
Change in convertible component in convertible notes (Note 5) | (35,251) | (35,251) | ||
Other Financing income (expenses), net | (98,980) | (15,314) | (94,500) | (28,020) |
Net loss attributable to common stockholders | $ (1,229,470) | $ (405,659) | $ (3,015,022) | $ (1,342,255) |
Loss per common stock (basic and diluted) | $ 0 | $ (0.01) | $ (0.01) | $ (0.04) |
Basic weighted average number of shares of common stock outstanding | 495,074,789 | 35,449,398 | 389,877,347 | 34,680,182 |
Comprehensive loss: | ||||
Net loss | $ (1,229,470) | $ (405,659) | $ (3,015,022) | $ (1,342,255) |
Other Comprehensive income (expense) attributable to foreign currency translation | 5,777 | (9,652) | 15,311 | |
Comprehensive loss | $ (1,229,470) | $ (399,882) | $ (3,024,674) | $ (1,326,944) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Stock to be Issued [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Beginning Balance at Dec. 31, 2018 | $ 3,322 | $ 9,329,419 | $ 30,000 | $ (8,728,157) | $ 106,870 | $ 741,454 | |
Beginning Balance, shares at Dec. 31, 2018 | 33,212,036 | ||||||
Conversion preferred stock to common stock | |||||||
Issuance of common stock | $ 223 | $ 457,232 | 457,455 | ||||
Issuance of common stock, shares | 2,237,364 | ||||||
Option liability | (7,707) | (7,707) | |||||
Waiver of fee by related party | 199,237 | 199,237 | |||||
Stock-based compensation | 9,352 | 9,352 | |||||
Other Comprehensive Income (loss) | 15,310 | 15,310 | |||||
Net loss for the period | (1,342,255) | (1,342,255) | |||||
Ending Balance at Sep. 30, 2019 | $ 3,545 | $ 9,987,533 | $ 30,000 | $ (10,070,412) | $ 122,180 | $ 72,846 | |
Ending Balance, shares at Sep. 30, 2019 | 35,449,400 | ||||||
Beginning Balance at Dec. 31, 2019 | $ 300,000 | $ 3,545 | $ 10,042,496 | $ 30,000 | $ (10,602,292) | $ 115,488 | $ (410,763) |
Beginning Balance, shares at Dec. 31, 2019 | 10,344,828 | 35,449,400 | |||||
Conversion preferred stock to common stock | $ (300,000) | $ 1,034 | 298,966 | 300,000 | |||
Conversion preferred stock to common stock, shares | (10,344,828) | 10,344,828 | |||||
Issuance of common stock | $ 43,393 | $ 28,607 | $ 72,000 | ||||
Issuance of common stock, shares | 433,927,587 | ||||||
Issuance of common stock to service provider | $ 1,500 | $ 4,783,500 | $ 4,785,000 | ||||
Issuance of common stock to service provider, shares | 15,000,000 | ||||||
Waiver of fee by related party | $ 11,417 | $ 11,417 | |||||
Other Comprehensive Income (loss) | (9,652) | (9,652) | |||||
Warrants issued in connection with convertible notes (Note 5) | 301,665 | 301,665 | |||||
Issuance of common stock in exchange investment in marketable securities | $ 214 | $ 514,072 | $ 514,286 | ||||
Issuance of common stock in exchange investment in marketable securities, shares | 2,143,470 | ||||||
Net loss for the period | $ (3,015,022) | $ (3,015,022) | |||||
Ending Balance at Sep. 30, 2020 | $ 49,686 | $ 15,980,723 | $ 30,000 | $ (13,617,314) | $ 105,836 | $ 2,548,931 | |
Ending Balance, shares at Sep. 30, 2020 | 496,865,285 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,015,022) | $ (1,342,255) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,664 | 21,811 |
Finance expenses, net | 2,026 | 999 |
Interest with respect to convertible notes | 95,857 | |
Change in fair value of convertible component in convertible notes | 35,251 | |
Change in fair value of short-term loan measured at fair value | (6,954) | |
Inventory subject to refund | 1,299 | 43,157 |
Change in fair value of trading securities | 49,809 | |
Gain from deconsolidation of a subsidiary | (52,330) | |
Share based payment to a service provider | 2,201,100 | |
Fair value adjustment of liability in connection with stock exchange agreement (Note 8) | 59,629 | |
Change in fair value of option liability | (6,944) | |
Management fee waiver | 11,417 | 199,237 |
Stock-based compensation | 9,352 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,714) | (16,949) |
Net changes in operating leases | (864) | (999) |
Related parties | (9,320) | |
Other current assets | (33,302) | 169,200 |
Inventory | 6,789 | 68,362 |
Accounts payable and accrued expenses | 45,254 | (82,609) |
Deferred Revenue | (4,998) | |
Refund liability | (74,994) | |
Severance payment, net | (22,791) | |
Net cash used in operating activities | (613,409) | (1,035,423) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (3,888) | |
Net cash outflow from deconsolidation of a subsidiary (Appendix A) | (13,810) | |
Investment valued under the measurement alternative (Note 3) | (450,000) | |
Short-term loan (Note 8) | (145,000) | |
Long-term deposit | 603 | |
Net cash provided by (used in) investing activities | (608,810) | (3,285) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from related parties' loans | 154,341 | |
Proceeds from issuance of common stock | 72,000 | 698,585 |
Commitment to issue shares to related parties | 105,000 | |
Proceeds from the issued convertible notes and warrants | 1,170,000 | |
Net cash provided by financing activities | 1,501,341 | 698,585 |
Effect of exchange rates on cash and cash equivalents | (2,026) | (8,901) |
Net increase (decrease) in cash and cash equivalents | 277,096 | (349,024) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 17,636 | 474,715 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 294,732 | 125,691 |
Non cash transactions: | ||
Conversion preferred stock to common stock | 300,000 | |
Issuance of common stock in exchange investment in trade securities | 514,286 | |
Appendix A - Net cash outflow from deconsolidation of a subsidiary | ||
Working capital (excluding cash and cash equivalents), net | (217,111) | |
Long term assets | 155,988 | |
Long term liabilities | (5,017) | |
Gain from deconsolidation of a subsidiary | 52,330 | |
Net cash outflow from deconsolidation of a subsidiary | $ (13,810) |
General
General | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | NOTE 1 - GENERAL Citrine Global, Corp. (“Citrine Global” or the “Company”) (which changed its name from TechCare Corp. effective August 26, 2020) was incorporated under the laws of the State of Delaware on May 26, 2010. The Company’s common stock is traded in the United States on the OTCQB market under the ticker symbol “CTGL.” As reported in the Company’s annual report on Form 10-K for the year ended December 31, 2019, the Company’s board of directors explored during 2019 strategic alternatives to enhance stockholder value, which the Company had previously reported might include future acquisitions, a merger with another company, the sale of the Company, or a potential sale of certain assets, including the Company’s then wholly-owned subsidiary Novomic Ltd. (“Novomic”), a technology company engaged in the design, development, and commercialization of unique proprietary and patented delivery platform utilizing vaporization of various natural compounds for multiple health, beauty and wellness applications. As of December 31, 2019, the Company had incurred accumulated losses of approximately $10.6 million, and based on the projected cash flows, and Company’s cash balance, the Company’s management was of the opinion that without further fundraising, it would not have sufficient resources to enable it to continue advancing its activities, including the development, manufacturing, and marketing of its products, which cast substantial doubt on the entity’s ability to continue as a going concern. On November 21, 2019, in light of the above, and after the board of directors of the Company concluded that the Company would not be able to commercialize any products or secure sufficient financing successfully, the Company entered into a memorandum of understanding with Citrine S A L Investment & Holdings Ltd., which provided for the issuance and sale of a number of shares resulting in Citrine S A L Investment & Holdings Ltd. and/or its designee(s) holding 95% of the fully diluted capital stock of the Company, and the sale by the Company of 90% of its shares in Novomic. On January 6, 2020, definitive agreements were executed for the sale of 90% of the shares in Novomic to Traistman Radziejewski Fundacja Ltd., which was completed on May 14, 2020, and for the issuance and sale of a number of shares equal after the issuance to 95% of the fully diluted capital stock of the Company to Citrine S A L Investment & Holdings Ltd. and a group of related persons and entities (the “Citrine Global Transaction”). Traistman Radziejewski Fundacja Ltd. is controlled by Oren Traistman, who was a holder of over 5% of the Company’s issued share capital and a director of the Company until February 27, 2020. See additional information in Note 4 below. On February 23, 2020, the Company entered into an agreement amending and restating the January 6, 2020 agreement concerning the Citrine Global Transaction, which provided for the issuance and sale of the shares in stages. Pursuant to this agreement, on February 27, 2020 and March 5, 2020, 432,996,555 shares of common stock of the Company were issued to Citrine S A L Investment & Holdings Ltd. and its group of related persons and entities, resulting in a change of control of the Company. The amended and restated agreement provided for the issuance of 893,699,276 shares of common stock in total in consideration for $150 thousand, however, the Company was unable to complete the issuance of all these shares at that time because the Company did not have sufficient authorized capital to issue such shares of common stock. The Company’s certificate of incorporation was amended on May 14, 2020, increasing its authorized share capital by one billion shares of common stock, after filing an information statement on Form 14C. As of September 30, 2020, the Company received the aforementioned $150 thousand mentioned above. Out of such $150 thousand, an amount of approximately $105 thousand is presented as a current liability within the Company’s condensed consolidated balance sheet as of September 30, 2020, as the shares related to this amount were not yet issued, and legally can be called back by the investors. On November 12, 2020, the Company issued the remaining shares of common stock (refer also to Note 10 below). Until May 14, 2020, the date on which the sale of 90% of Novomic’s shares was completed (refer to Note 4 below), the Company continued selling the Novokid® product produced by Novomic both online and physical sales channels, including through its own website. Novomic was not presented as held for sale, although the held-for-sale criteria were met, because the Company concluded that the disposal of 90% of Novomic’s shares is comprised of substantially almost all of the Company’s net assets and operations and since the separate presentation of such a significant portion of the entity’s net assets as a single line item on the balance sheet would not be meaningful to financial statement users. Also, starting Q1 2020, the Company began its plans for new business activities. The Company’s new business activity comprises creating value and implementing expansion strategies for growth-stage technology companies. The Company believes the health, wellness, food tech and Israeli medical cannabis fields are demonstrating high growth potential, and, therefore, the Company has begun by focusing on these sectors. The Company aims to empower innovative companies to become global leaders and improve the health and quality of life of as many people as possible worldwide. The Company aims to support local and global expansion of such target companies via an array of services customized to each company’s needs, from assistance with strategic business planning to solving real estate-related and finance issues. The Company plans to offer multi-strategy solutions combining strategic marketing, business development, real estate and site management services and financing solutions. By offering such a wide spectrum of services, the Company aims to help create an integrated strategy that supports its target companies in achieving their local and global expansion ambitions. The Company seeks to work proactively and collaboratively with the target companies in order to allow them to scale quickly and achieve their milestones. As part of this process, the Company established a new Israeli subsidiary, CTGL – Citrine Global Israel Ltd, which was incorporated on June 3, 2020 (the “Israeli Subsidiary”). On July 21, 2020, the Israeli Subsidiary began to work with certain shareholders of the Company who have been working towards establishing a innovation Center which focuses on the medical cannabis industry, cannabidiol (CBD), hemp, botanical, food supplements and cosmetics products The Company’s board of directors approved for the Israeli Subsidiary to proceed with preparations for entering into an agreement with certain shareholders of the Company pursuant to which (1) the Israeli Subsidiary would hold approximately 60% of the shares in the Cannovation Center, and certain shareholders of the Company would hold approximately 40% of the shares; and (2) the Israeli Subsidiary would accept limitations on its rights in the Cannovation Center if and as mandated under Israeli regulations on the involvement of foreign entities. As part of this process, the Israeli Subsidiary established a new Israeli subsidiary Cannovation Center Israel Ltd, which was incorporated on August 20, 2020 (the “Cannovation Center”) and the Company’s Israeli Subsidiary holds 60% of the shares in the Cannovation Center. Based on the Company’s current cash balances, capital raised during the nine months ended September 30, 2020 and the irrevocable letter it has received (as further noted below), the Company has sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its new activity as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits. Citrine S A L Investment & Holdings Ltd., on behalf of itself and its affiliates and related parties, has furnished the Company with an irrevocable letter of obligation to financially support the Company until December 31, 2021 that will allow it to be operational as planned and budgeted through this period. On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (SARS-CoV-2) to be a global pandemic (COVID-19), which continues to spread throughout the world. The COVID-19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. Specific to the Company, COVID-19 may impact various parts of its 2020 plans, operations and financial results, including but not limited to difficulties in obtaining additional financing. The Company believes it is taking appropriate actions to mitigate the negative impact, including by focusing its activities initially only within the country of Israel. However, the full impact of COVID-19 is unknown and cannot be reasonably estimated as these events are still developing. On May 26, 2020, the board of directors of the Company appointed Ms. Ilanit Halperin as Chief Financial Officer of the Company, replacing Mr. Zviel Gedalihou, effective from May 27, 2020. The board of directors also appointed Ms. Halperin as Chief Financial Officer of the Company’s wholly-owned Israel subsidiary, effective once incorporated. While management believes the Company will be successful in its current and planned operating activities, the Company intends to raise capital, through the issuance of equity or debt instruments, from other sources to grow our business and sustain our operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis Of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Basis Of Presentation | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations, and cash flows for the three and nine-month ended September 30, 2020, and 2019. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2020. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on May 11, 2020, for the year ended December 31, 2019 Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates include fair value estimates of derivative liabilities discussed in Notes 5 and 8, as well as the estimated service period related to share based payment to the Company’s legal advisor (refer to Note 6). Actual results could differ from those estimates. Functional Currency and Foreign Currency Translation and Transactions. The currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the New Israeli Shekel (“NIS”). The presentation currency of the financial statements is the U.S. dollar. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at actual exchange rates during the year. Differences resulting from translation are presented in equity, under accumulated other comprehensive income (loss). Gains and losses arising from foreign currency transactions of monetary balances denominated in non-functional currencies are reflected in financial income (expense), net in the consolidated statements of operations and comprehensive loss. Other financial expenses (income), net in the consolidated statements of operations and comprehensive loss comprised mainly of exchange rate differentials. Trading securities and short-term loan measured at fair value The Company accounts for its investments in trading securities in accordance with Accounting Standard Codification (“ASC”) No. 320, “Investments—Debt and Equity Securities.” The Company determines the appropriate classification of its investments in trading securities at the time of purchase and re-evaluates the fair value at each balance sheet date. The Company’s trading securities are recorded at fair value on the balance sheet as well as the short-term loan according to the Company’s election (see also Note 8). Changes in fair value of trading securities and short-term loans are recorded in financing income (expenses), net in the consolidated statement of operations. The Company classifies its trading securities as either short-term or long-term based on the Company’s expectations regarding the trading securities sale. Investments valued under the measurement alternative The Company’s investments, as described in Notes 3 and 4, are valued under the measurement alternative include equity securities in other proprietary investments for which the Company does not have significant influence, and fair value is not readily determinable. Accounting Standard Update (“ASU”) 2016-01 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. Due to the lack of readily determinable fair values for such investments, for which the Company does not have significant influence, the Company accounts for these investments under the measurement alternative at cost, less impairment. The Company performs qualitative impairment assessments on its investments recorded under the measurement alternative. Derivatives Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of income. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with (“ASC 820”), “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earnings are reported in the statement of income. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of September 30, 2020 Level 1 Level 2 Level 3 Total Trading Securities (Note 8) - 464,477 - 464,477 Short-term loan measured at fair value (Note 8) 151,954 151,954 Total assets - 464,477 151,954 616,431 Liabilities: Fair value of convertible component in convertible notes (Note 5) - - 320,279 320,279 Fair value of a liability in connection with stock exchange agreement - - 59,629 59,629 Total liabilities - - 379,908 379,908 Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. The guidance became effective on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance and has concluded that there was no material impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU No. 2018-13”) as part of the FASB’s broader disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures, providing greater focus on requirements that clearly communicate the most important information to the users of the financial statements with respect to fair value measurements. The adoption of ASU No. 2018-13 as of January 1, 2020 did not have a material impact on the Company’s consolidated financial statements. |
Investment Valued Under the Mea
Investment Valued Under the Measurement Alternative | 9 Months Ended |
Sep. 30, 2020 | |
Investment Valued Under Measurement Alternative | |
Investment Valued Under the Measurement Alternative | NOTE 3 - INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE On June 22, 2020, the Company entered into a share purchase agreement with Nanomedic Technologies Ltd., an Israeli private company and a related party as further described below (“Nanomedic”) as part of an A-1 funding round open only to existing Nanomedic shareholders and their affiliates. Nanomedic developed SpinCare™, a system that integrates electrospinning technology into a portable, bedside device, offering immediate wound and burn care treatment. The Company paid $450,000 for A-1 preferred shares of Nanomedic and also received warrants to purchase A-1 preferred shares. Such investment represents a holding of approximately 3.3% in Nanomedic. The round raised approximately $2.2 million in total. Citrine S A L Investment & Holdings Ltd and certain of its partnerships, all affiliates of the Company, were already beneficial shareholders of Nanomedic immediately prior to the A-1 funding round. Ilan Ben-Ishay, a director of the Company was already a beneficial shareholder of Nanomedic immediately prior to the A-1 funding round. Ora Meir Soffer, chairperson and CEO of the Company, was already a director of both Nanomedic and its Israeli parent company Nicast Ltd. immediately prior to the A-1 funding round, and she was also already a beneficial shareholder of Nanomedic immediately prior to the A-1 funding round. The Company accounts for the investment in Nanomedic in accordance with the provisions of ASC 321, “Investments - Equity Securities”, and elected to use the measurement alternative therein. The investment will be re-measured upon future observable price change(s) in orderly transaction(s) or upon impairment, if any. |
Sale of Novomic
Sale of Novomic | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Novomic | NOTE 4 - SALE OF NOVOMIC As described in Note 1 above, on January 6, 2020, definitive agreements were executed for the sale of 90% of the shares in Novomic to Traistman Radziejewski Fundacja Ltd., which was completed on May 14, 2020. The remaining investment in Novomic (represents 10% holding) is not presented within the Company’s condensed consolidated balance sheet as of September 30, 2020, as it had no significant value as of that date. Starting on the deconsolidation date, the remaining investment in Novomic is accounted as an investment valued under the measurement alternative as described in Note 2 above. The following table summarizes the assets and liabilities of Novomic as of the deconsolidation date: Cash and cash equivalents 13,810 Working capital (excluding cash and cash equivalents), net (deficit) (217,111 ) Long term assets 155,988 Long term liabilities (5,017 ) (52,330 ) Amounts received - GAIN FROM DECONSOLIDATION OF A SUBSIDIARY $ 52,330 |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 5 – CONVERTIBLE NOTES On April 1, 2020 the Company entered into a Convertible Note Purchase Agreement (the “CL Agreement”) with Citrine S A L Investment & Holdings Ltd, WealthStone Private Equity Ltd, WealthStone Holdings Ltd, Golden Holdings Neto Ltd, Beezz Home Technologies Ltd, Citrine Biotech 5 LP, Citrine High Tech 6 LP, Citrine High Tech 7 LP, Citrine 8 LP, Citrine 9 LP and Citrine Biotech 10 LP (together, the “Buyer”), all of which are affiliated with the Company. Under the CL Agreement, the Buyer agreed to purchase and the Company agreed to issue and sell, for up to an aggregate principal amount of up to $1,800 thousand, notes convertible into shares of common stock of the Company (the “Notes”), with a drawdown period starting on April 1, 2020 and ending upon the earlier of (i) 6 months thereafter and (ii) the consummation of a public offering by the Company. The CL Agreement provides that the Notes will bear an annual interest rate of six percent (6%) and that the conversion price per share of Common Stock shall equal 85% multiplied by the market price (as defined in the Notes), representing a discount of 15%, and that each Note will mature 18 months following the payment date. On April 19, 2020 and June 12, 2020, the Company provided draw down notices under the CL Agreement for amounts of $170 thousand and $1 million, respectively, which were received in cash by the Company. On June 12, 2020, the CL Agreement (hereafter “CL Agreement Amendment”) was amended to provide that for each draw down made by the Company under the CL Agreement, the Buyer shall be entitled to receive two types of warrants: A Warrants and B Warrants, with the A Warrants exercisable at any time between 6 and 12 months after issuance for an exercise price per share equal to 1.25 times the average of the closing prices of the 3 trading days preceding the draw down, and the B Warrants exercisable at any time between 6 and 24 months after issuance for an exercise price per share equal to 1.5 times the average of the closing prices of the 3 trading days preceding the draw down, and that the number of each of the A Warrants and the B Warrants issued will be equal to the draw down amount divided by the average of the closing prices of the 3 trading days preceding the draw down, and that these amended terms will apply in respect of all draw downs, including drawdowns made prior to the date of the amendment. Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value of $320,279 and derived service period of 1.2 years. The assumptions used to perform the Monte-Carlo simulation were consistent with those utilized in the Company’s Black-Scholes valuation for stock options, specifically: expected volatility of 101.62%, risk-free interest rate of return of 0.12% and dividend yield of 0.0%. Warrants As mentioned above, as part of the June 12, 2020 CL Agreement Amendment, the Company issued the Buyer 5,589,172 A warrants and 5,589,172 B warrants to purchase a total of 11,178,344 shares of common stock of the Company. The fair value of such warrants as of the drawdowns dates was estimated at $301,665 using the Black-Scholes option-pricing model and is presented within the consolidated statements of changes in shareholders equity (deficit). The following are the data and assumptions used: Warrants A Common stock price 0.21 Expected volatility 65.31 % Expected term 1 years Risk free rate 0.17 % Expected dividend yield 0 % Warrants B Common stock price 0.21 Expected volatility 68.73 % Expected term 2 years Risk free rate 0.19 % Expected dividend yield 0 % Convertible Notes The drawdowns notices amount, net of the Conversion feature and the Warrants amounts (hereafter “Convertible notes”), is $580,925 as of the agreement date. The convertible notes are accounted for according to the effective interest method. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 6 – SHAREHOLDERS’ EQUITY On January 29, 2020, holders of 10,344,828 Redeemable convertible Series A preferred stock, par value $0.0001, converted their shares into shares of common stock, par value $0.0001. See also Note 9 below. The terms of the transaction for the issuance of 893,699,276 shares of common stock in total are described in Note 1 above. During February and March 2020, the Company issued 432,996,555 shares of common stock, par value $0.0001, to investors in respect of the transaction described in Note 1 above, for a total consideration of $45 thousand, and on November 12, 2020, the Company issued the remaining shares of common stock (refer also to Note 10 below). On March 5, 2020 the Company issued 15,000,000 shares of common stock to its legal advisor in respect of legal consulting services, with respect to the Citrine Global Transaction as well as other legal services, as agreed between the parties, which, as of September 30, 2020, is expected to be provided until June 30, 2021. The Company estimated the fair value of the shares issued based on the share price at the grant date at $4,785 thousand, of which $2,201 thousand and $861 thousand were recorded as share based compensation expense in the nine and three month periods ended September 30, 2020, respectively, and the remaining was recorded as prepaid share based payment. The prepaid services will be expensed over the attribution period of the remaining legal consulting services. Such expense is included in the Marketing, general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. On May 14, 2020 the Company amended its Certificate of Incorporation to reflect the increase of its authorized capital by one billion shares of common stock. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | NOTE 7 – STOCK OPTIONS The following table presents the Company’s stock option activity for employees and directors of the Company for the nine months ended September 30, 2020: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2019 521,065 0.0011 Granted - - Exercised - - Forfeited or expired (474,303 ) 0.0011 Outstanding at September 30, 2020 46,762 0.0011 Number of options exercisable at September 30, 2020 46,762 0.0011 |
Agreements With Intelicanna Ltd
Agreements With Intelicanna Ltd | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Agreements With Intelicanna Ltd | NOTE 8 – AGREEMENTS WITH INTELICANNA LTD On May 31, 2020, the Company entered into a strategic partnership with Intelicanna Ltd., an Israeli medical cannabis company listed on the Tel Aviv Stock Exchange with ticker symbol INTL (“Intelicanna”), via a share exchange agreement and an agreement for future issuance of shares. The share exchange agreement provides that (i) the number of shares each party issues to the other will be calculated by dividing $500 thousand by the volume weighted average price (VWAP) of the issuing party’s shares in the three trading days preceding the signing of the agreement, (ii) the issuance by Intelicanna will take place upon, and subject to, receipt of approval from the Tel Aviv Stock Exchange, and the issuance by the Company will follow immediately thereafter, and (iii) the parties may not sell the shares within the first six months after issuance, and thereafter the parties may sell the shares issued to them if the shares become registered through a prospectus approved by the relevant securities authority, or under an exemption provided by applicable securities law, subject to a limit on the number of shares either party may sell per day. The agreement for future issuance of shares provides that a fall in a share price of a party, not exceeding 20%, measured six months after issuance of shares by both parties pursuant the share exchange agreement, will be offset by the issuance of additional shares to the other party to bring up to $500 thousand the total value of the shares issued to the other party. The features of the shares exchange agreement are considered a derivative and accounted for at fair value. The fair value of these features amounted as of September 30, 2020 to $59,629, which is presented among current liabilities within the Company’s condensed consolidated balance sheet. The fair value of such shares exchange agreement was estimated using the Black-Scholes option-pricing model. The following are the data and assumptions used as of the balance sheet date related to future potential issuance of shares as describe above for potential fall in share price of a party, not exceeding 20%: Derivative related to Intelicanna’s shares September 30,2020 Common stock price 0.83 Expected volatility 70.99 % Expected term 2 months Risk free rate 0.11 % Expected dividend yield 0 % Derivative related to Citrine Global’s shares September 30,2020 Common stock price 0.102 Expected volatility 143.65 % Expected term 2 months Risk free rate 0.11 % Expected dividend yield 0 % Furthermore, on June 25, 2020, the Israeli Subsidiary entered into a services agreement with Intelicanna to provide business development and consulting services to Intelicanna, including assistance with raising financing (the “Services Agreement”) (references in this paragraph to the Company include the Israeli Subsidiary). The terms of the Services Agreement include: (1) the Company will, for a period of 18 months, assist Intelicanna to raise up to NIS 15 million for Intelicanna’s working capital purposes, whether through issuance of convertible securities or any other means; all sums raised must be approved in advance by the Company, and in accordance with a business plan presented to the Company from time to time; the Company will have no obligation under the Services Agreement to invest in Intelicanna, and no liability if its efforts to source financing for Intelicanna are unsuccessful; (2) in the event Intelicanna raises funds through assistance from the Company, the Company will be entitled to (i) cash consideration equal to 5% of any amount raised, whether directly from the Company, or from any of its affiliates or any unrelated third party, and (ii) options to acquire a number of shares of Intelicanna equal to 5% of the amount raised divided by the Exercise Price; the “Exercise Price” will be the price per share at which the amount was raised, or if it was not raised through issuance of shares, the price per share at which Intelicanna last raised funds through issuance of shares; and (3) for one or more periods of at least 90 days, each time at Intelicanna’s request which the Company may accept or decline at its discretion, the Company will provide business development and strategy-building services, including: consulting on strategy and business plan; assistance defining financing needs; helping identify ways to develop potential sources of finance; and ongoing consulting support to Intelicanna’s management team and board. Intelicanna will pay the Company a fee of NIS 2,500 per day for such services. Also on June 25, 2020, to assist Intelicanna to raise the first NIS 1 million towards the up to NIS 15 million mentioned in the Services Agreement, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna NIS 1 million in cash (approximately USD 290 thousand) in direct financing for working capital purposes. The financing will bear 6% annual interest and Intelicanna will make additional payments equalling 6% of its gross revenues between the date the financing is received and the date Intelicanna’s aggregate gross revenues thereafter equal NIS 2 million. If the total of the 6% interest plus the additional payments would result in a return of less than 12% in the year to the Company, the interest will be increased to bring the total return to 12%. Every three months Intelicanna must pay the interest, and after 12 months, it must repay the capital, plus the total of the additional payments due, plus any outstanding interest, and it must pay interest of 2% per month on any late payments, provided however that until the foregoing obligations are paid in full Intelicanna must pay 50% of its gross revenues to the Company upon receipt. If Intelicanna does not pay all amounts due within 18 months, it shall, at the Company’s option, issue to the Company a number of its shares equal to NIS 1.5 million divided by the lower of (i) VWAP of the three trading days prior to the lapse of the 18 months, and (ii) VWAP of the three trading days prior to the signing of the financing agreement. The financing must be paid by the Company to Intelicanna within 30 days of signing the financing agreement, subject to completion of due diligence to the Company’s satisfaction and to Intelicanna receiving a commercial growing license. On July 9, 2020, the Company transferred to Intelicanna NIS 500 thousand (approximately $145 thousand) on account of the above loan. The Company elected the fair value option to account for the short-term loan. Following the strategic partnership the Company entered with Intelicanna, on September 17, 2020 the Company issued to Intelicanna 2,143,470 shares of common stock in exchange for 619,589 of Intelicanna’s ordinary shares. The Company measures its investment in Intelicanna at fair value through profit or loss at level 2. The fair value reflects the value of Intelicanna’s stock price less discounts for lack of marketability since the parties may not sell the shares within the first six months after issuance. During the period, the change in traded securities’ fair value was in the amount of approximately $50 thousand. Ilanit Halperin, a director and the Chief Financial Officer of the Company, is also the Chief Financial Officer of Intelicanna. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 9 – RELATED PARTIES a. On November 11, 2014, the Company entered into a consulting agreement with Mr. Yossef De-Levy, then a member of the Company’s Board. Pursuant to the consulting agreement, Mr. De-Levy received a gross monthly amount of NIS 5,000, which was updated on May 31, 2015, to NIS 10,000 (approximately $2,900). The foregoing payment was in addition to, and independent of, the fee that Mr. De-Levy was entitled to receive for continued services as a member of the Board. In March 2019 and April 2019, the Company entered into an amendment to the consulting agreement, according to which the monthly retainer was waived commencing on November 15, 2018, through December 31, 2019. The Company recorded the expense against equity. The consulting agreement was terminated on March 16, 2020, and the monthly retainer from December 31, 2019, was waived. b. On December 31, 2015, the Company entered into a consulting agreement with Zvi Yemini and with his affiliated entity Y.M.Y Industry Ltd. (“YMY”). Zvi Yemini served as Chairman of the Board of Directors until August 13, 2019, and as a board member until November 14, 2019, and as Chief Executive Officer from February 15, 2019, until November 14, 2019. Pursuant to the consulting agreement, Mr. Yemini received a gross monthly amount of NIS 24,000 (approximately $6,200). The foregoing payment was in addition to, and independent of, the fee that Mr. Yemini was entitled to receive for continued services as a member of the Board. On February 22, 2017, the Company signed an amendment to the original agreement with Mr. Yemini and YMY. Pursuant to the amendment, Mr. Yemini’s monthly payment was increased to NIS 45,000 (approximately $13,000) starting in February 2017. In March 2019 and April 2019, the Company entered into an amendment to the consulting agreement, according to which the monthly retainer was waived commencing on November 15, 2018 through December 31, 2019. The consulting agreement was terminated on November 14, 2019, which was also the effective date of Zvi Yemeni’s resignation as a director of the Company and of his resignation as an officer of the Company. c. On July 31, 2016, the Company entered into a consulting agreement with Mr. Oren Traistman, who was a member of the Board until February 27, 2020, including Chairman of the Board from August 13, 2019, and principal executive officer from November 14, 2019 until February 27, 2020. Pursuant to the consulting agreement, Mr. Traistman received a gross monthly amount of NIS 10,000 (approximately $2,900). In March 2019 and April 2019, the Company entered into an amendment to the consulting agreement, according to which the monthly retainer was waived commencing on November 15, 2018 through December 31, 2019. The consulting agreement was terminated on March 16, 2020 and the monthly retainer from December 31, 2019 was waived. d. On December 31, 2017, the Company entered into a consulting agreement with Mr. Ran Tuttnauer, a member of the advisory Board. Pursuant to the consulting agreement, Mr. Tuttnauer received a gross monthly amount of $2,000. In March 2019, the Company entered into an amendment to the consulting agreement, pursuant to which the monthly retainer was waived commencing on November 15, 2018. In April 2019 the consulting agreement was terminated. e. On April 28, 2019, the Company entered into a form of Securities Purchase Agreement with each of Y.M.Y. Industry Ltd. (“YMY”), Traistman Radziejewski Fundacja Ltd. (“TRF”) and Microdel Ltd. (together with YMY and TRF, the “Investors”) relating to an offering of an aggregate of 1,229,508 shares of the Company’s common stock at a purchase price of $0.183 per share for aggregate gross proceeds of approximately $225,000. In addition, the Company granted the Investors an option, for a period of twelve months, to purchase up to an additional 375,001 shares of common stock at a price per share of $0.60, for additional aggregate consideration of $225,000. The closing of the offering took place on April 29, 2019. Such option expired during the second quarter of 2020. f. On August 20, 2019, the Company entered into an additional form of securities purchase agreement with YMY and TRF, relating to an offering of an aggregate of 8,275,862 shares of the Company’s newly designated Series A Convertible Preferred Stock at a purchase price of $0.029 per share for aggregate gross proceeds of approximately $240,000. In addition, the Company granted YMY and TRF an option, for a period of twelve months, to purchase an additional 400,000 Series A Convertible Preferred Stock, in the aggregate, at a price per share of $0.60, for additional aggregate consideration of $240,000. The closing of the offering took place on August 29, 2019. Such option expired during the second quarter of 2020. g. On October 23, 2019, Novomic appointed Idan Traitsman to serve as the Chief Executive Officer of Novomic, effective immediately. In connection with Mr. Traitsman’s appointment, the Company agreed to pay Mr. Traitsman a monthly salary of NIS 10,000 (approximately $2,800) plus VAT. Idan Traistman is the brother of Oren Traistman, who served as a director of the Company until February 27, 2020. h. On November 17, 2019, the Company entered into a form of securities purchase agreement with YMY and TRF, relating to an offering of an aggregate of 2,068,966 shares of the Company’s newly designated Series A Convertible Preferred Stock at a purchase price of $0.029 per share for aggregate gross proceeds of approximately $60,000 in 2019 and 931,034 shares of the Company’s newly designated Series A Convertible Preferred Stock at a purchase price of $0.029 per share for aggregate gross proceeds of approximately $27,000 in 2020. In addition, the Company granted YMY and TRF an option, for a period of twelve months, to purchase up to an additional 100,000 Series A Convertible Preferred Stock, in the aggregate, at a price per share of $0.60, for additional aggregate consideration of $60,000 with respect to the 2019 purchase and 45,000 Series A Convertible Preferred Stock, in the aggregate, at a price per share of $0.60, for additional aggregate consideration of $27,000 with respect to the 2020 purchase. Such option expired during the second quarter of 2020. i. Commencing February 2020, Ora Elharar Soffer, CEO and chairperson of the board, is entitled to a monthly fee of $20,000. j. Commencing February 2020, Ilanit Halperin, director, and Ilan Ben-Ishay, director, are each entitled to a monthly fee of $3,500. k. Refer also to Note 3 and Note 8 regarding transactions with Nanomedic and Intelicanna, respectively. l. Refer also to Note 1 regarding establishment of a Cannovation Center. m. On August 4, 2020, the board of directors of the Company approved for the Company and/or the Israeli Subsidiary (references in this paragraph to the Company include the Israeli Subsidiary) to proceed with preparations for investing in iBOT: Israel Botanicals, an Israeli botanical nutraceutical company. iBOT has a manufacturing facility for a wide range of botanical formulations, and part of its strategy is to combine this with hemp and CBD. The board gave its approval, subject to agreement of definitive terms and receipt of all necessary corporate and other approvals, for a proposed transaction in which (1) the Company would have an option to make one or more investments during a period of 12 months in an aggregate amount of up to $1 million (one million US dollars); (2) the investments may be through loans, direct equity purchases, or other means, and would be based on milestones; and (3) iBOT would grant the Company a 25% discount in its next fundraising. In addition, the board approved for the Company to proceed with preparations for entering a services agreement with iBOT pursuant to which the Company would provide consulting and other services to iBOT. iBOT is controlled by an affiliate of the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS a. On October 8, 2020, the board of directors of the Company approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio between 1-for-40 to 1-for-100, subject to the approval of the Company’s stockholders (the “Reverse Stock Split”). The final ratio of the Reverse Stock Split will be determined by the Board at a later date. Since such stock split was not approved yet as of the approval date of these financial statements, it is not reflected in any shares information disclosed within these financial statements. b. The Company has recently submitted its formal application to list its common stock on the Nasdaq Capital Market (“Nasdaq”). Any listing of the Company’s common stock on Nasdaq is subject to review by Nasdaq and is also dependent on the Company meeting all of the necessary Nasdaq listing requirements, including, but not limited to, shareholder’s equity requirements, a sufficient price per share and a sufficient number of round lot holders. There is no guarantee that the Company will be successful in obtaining the necessary approvals to list its common stock on Nasdaq. c. On November 8, 2020, the board of directors of the company approved an amendment to its certificate of incorporation to remove from its authorized capital stock of the Company the fifty million (50,000,000) shares of undesignated preferred stock, par value $0.0001 per share, subject to the approval of the Company’s stockholders. No shares of preferred stock are currently outstanding, and such removal and cancellation would remove the authority of the board of directors or any authorized committee thereof to provide for the issuance of shares of preferred stock without further approval of the Company’s stockholders. d. On November 12, 2020, the Company issued the remaining 445,702,721 shares of common stock pursuant to the terms of the transaction for the issuance of 893,699,276 shares of common stock in total are described in Note 1 above. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations, and cash flows for the three and nine-month ended September 30, 2020, and 2019. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2020. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on May 11, 2020, for the year ended December 31, 2019 |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates include fair value estimates of derivative liabilities discussed in Notes 5 and 8, as well as the estimated service period related to share based payment to the Company’s legal advisor (refer to Note 6). Actual results could differ from those estimates. |
Functional Currency and Foreign Currency Translation and Transactions | Functional Currency and Foreign Currency Translation and Transactions. The currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the New Israeli Shekel (“NIS”). The presentation currency of the financial statements is the U.S. dollar. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at actual exchange rates during the year. Differences resulting from translation are presented in equity, under accumulated other comprehensive income (loss). Gains and losses arising from foreign currency transactions of monetary balances denominated in non-functional currencies are reflected in financial income (expense), net in the consolidated statements of operations and comprehensive loss. Other financial expenses (income), net in the consolidated statements of operations and comprehensive loss comprised mainly of exchange rate differentials. |
Trading securities and short-term loan measured at fair value | Trading securities and short-term loan measured at fair value The Company accounts for its investments in trading securities in accordance with Accounting Standard Codification (“ASC”) No. 320, “Investments—Debt and Equity Securities.” The Company determines the appropriate classification of its investments in trading securities at the time of purchase and re-evaluates the fair value at each balance sheet date. The Company’s trading securities are recorded at fair value on the balance sheet as well as the short-term loan according to the Company’s election (see also Note 8). Changes in fair value of trading securities and short-term loans are recorded in financing income (expenses), net in the consolidated statement of operations. The Company classifies its trading securities as either short-term or long-term based on the Company’s expectations regarding the trading securities sale. |
Investments Valued Under the Measurement Alternative | Investments valued under the measurement alternative The Company’s investments, as described in Notes 3 and 4, are valued under the measurement alternative include equity securities in other proprietary investments for which the Company does not have significant influence, and fair value is not readily determinable. Accounting Standard Update (“ASU”) 2016-01 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. Due to the lack of readily determinable fair values for such investments, for which the Company does not have significant influence, the Company accounts for these investments under the measurement alternative at cost, less impairment. The Company performs qualitative impairment assessments on its investments recorded under the measurement alternative. |
Derivatives | Derivatives Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of income. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. |
Fair Value | Fair value Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with (“ASC 820”), “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earnings are reported in the statement of income. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of September 30, 2020 Level 1 Level 2 Level 3 Total Trading Securities (Note 8) - 464,477 - 464,477 Short-term loan measured at fair value (Note 8) 151,954 151,954 Total assets - 464,477 151,954 616,431 Liabilities: Fair value of convertible component in convertible notes (Note 5) - - 320,279 320,279 Fair value of a liability in connection with stock exchange agreement - - 59,629 59,629 Total liabilities - - 379,908 379,908 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. The guidance became effective on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance and has concluded that there was no material impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU No. 2018-13”) as part of the FASB’s broader disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures, providing greater focus on requirements that clearly communicate the most important information to the users of the financial statements with respect to fair value measurements. The adoption of ASU No. 2018-13 as of January 1, 2020 did not have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of September 30, 2020 Level 1 Level 2 Level 3 Total Trading Securities (Note 8) - 464,477 - 464,477 Short-term loan measured at fair value (Note 8) 151,954 151,954 Total assets - 464,477 151,954 616,431 Liabilities: Fair value of convertible component in convertible notes (Note 5) - - 320,279 320,279 Fair value of a liability in connection with stock exchange agreement - - 59,629 59,629 Total liabilities - - 379,908 379,908 |
Sale of Novomic (Tables)
Sale of Novomic (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Deconsolidation of a Subsidiary | The following table summarizes the assets and liabilities of Novomic as of the deconsolidation date: Cash and cash equivalents 13,810 Working capital (excluding cash and cash equivalents), net (deficit) (217,111 ) Long term assets 155,988 Long term liabilities (5,017 ) (52,330 ) Amounts received - GAIN FROM DECONSOLIDATION OF A SUBSIDIARY $ 52,330 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Warrants | The following are the data and assumptions used: Warrants A Common stock price 0.21 Expected volatility 65.31 % Expected term 1 years Risk free rate 0.17 % Expected dividend yield 0 % Warrants B Common stock price 0.21 Expected volatility 68.73 % Expected term 2 years Risk free rate 0.19 % Expected dividend yield 0 % |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table presents the Company’s stock option activity for employees and directors of the Company for the nine months ended September 30, 2020: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2019 521,065 0.0011 Granted - - Exercised - - Forfeited or expired (474,303 ) 0.0011 Outstanding at September 30, 2020 46,762 0.0011 Number of options exercisable at September 30, 2020 46,762 0.0011 |
Agreements With Intelicanna L_2
Agreements With Intelicanna Ltd (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Agreements With Intelicanna Ltd Tables Abstract | |
Schedule of Fair Value of Shares Exchange Agreement | The following are the data and assumptions used as of the balance sheet date related to future potential issuance of shares as describe above for potential fall in share price of a party, not exceeding 20%: Derivative related to Intelicanna’s shares September 30,2020 Common stock price 0.83 Expected volatility 70.99 % Expected term 2 months Risk free rate 0.11 % Expected dividend yield 0 % Derivative related to Citrine Global’s shares September 30,2020 Common stock price 0.102 Expected volatility 143.65 % Expected term 2 months Risk free rate 0.11 % Expected dividend yield 0 % |
General (Details Narrative)
General (Details Narrative) - USD ($) | Aug. 20, 2020 | Jul. 21, 2020 | Mar. 05, 2020 | Feb. 27, 2020 | Feb. 23, 2020 | Jan. 06, 2020 | Nov. 21, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Accumulated losses | $ (13,617,314) | $ (10,602,292) | ||||||||
Number of common stock shares issued | ||||||||||
Value of common stock shares issued | $ 72,000 | $ 457,455 | ||||||||
Proceeds from issuance of common stock | 72,000 | $ 698,585 | ||||||||
Current liability | $ 748,411 | $ 359,628 | ||||||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | ||||||||
Shareholder [Member] | ||||||||||
Percentage of shares hold by certain shareholders | 4.00% | |||||||||
Amended and Restated Agreement [Member] | ||||||||||
Number of common stock shares issued | 893,699,276 | |||||||||
Citrine S A L Investment & Holdings Ltd [Member] | ||||||||||
Capital stock description | The Company entered into a memorandum of understanding with Citrine S A L Investment & Holdings Ltd., which provided for the issuance and sale of a number of shares resulting in Citrine S A L Investment & Holdings Ltd. and/or its designee(s) holding 95% of the fully diluted capital stock of the Company, and the sale by the Company of 90% of its shares in Novomic. | |||||||||
Percentage of shares sold | 90.00% | |||||||||
Number of common stock shares issued | 432,996,555 | 432,996,555 | ||||||||
Value of common stock shares issued | $ 150,000 | |||||||||
Proceeds from issuance of common stock | 150,000 | |||||||||
Current liability | $ 105,000 | |||||||||
Citrine S A L Investment & Holdings Ltd [Member] | Maximum [Member] | ||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||
Increase in common stock, shares authorized | 1,000,000,000 | |||||||||
Traistman Radziejewski Fundacja Ltd. [Member] | ||||||||||
Capital stock description | Definitive agreements were executed for the sale of 90% of the shares in Novomic to Traistman Radziejewski Fundacja Ltd., which was completed on May 14, 2020, and for the issuance and sale of a number of shares equal after the issuance to 95% of the fully diluted capital stock of the Company to Citrine S A L Investment & Holdings Ltd. and a group of related persons and entities (the "Citrine Global Transaction"). Traistman Radziejewski Fundacja Ltd. is controlled by Oren Traistman, who was a holder of over 5% of the Company's issued share capital and a director of the Company until February 27, 2020. | |||||||||
Percentage of shares sold | 90.00% | |||||||||
Novomic Ltd. [Member] | ||||||||||
Percentage of shares sold | 90.00% | |||||||||
Israeli Subsdiary [Member] | ||||||||||
Percentage of shares hold by certain shareholders | 6.00% | |||||||||
The Cannovation Center [Member] | ||||||||||
Percentage of shares hold by certain shareholders | 6.00% |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies And Basis Of Presentation - Schedule of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total assets | $ 3,974,123 | $ 256,827 |
Total Liabilities | 1,425,192 | $ 367,590 |
Fair Value, Recurring [Member] | ||
Total assets | 616,431 | |
Total Liabilities | 379,908 | |
Short-term loan [Member] | ||
Total assets | 151,954 | |
Fair Value of Convertible Component in Convertible Notes [Member] | Fair Value, Recurring [Member] | ||
Total Liabilities | 320,279 | |
Fair Value of a Liability in Connection with Stock Exchange Agreement [Member] | Fair Value, Recurring [Member] | ||
Total Liabilities | 59,629 | |
Trading Securities [Member] | ||
Total assets | 464,477 | |
Level 1 [Member] | ||
Total assets | ||
Total Liabilities | ||
Level 1 [Member] | Short-term loan [Member] | ||
Total assets | ||
Level 1 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | Fair Value, Recurring [Member] | ||
Total Liabilities | ||
Level 1 [Member] | Fair Value of a Liability in Connection with Stock Exchange Agreement [Member] | Fair Value, Recurring [Member] | ||
Total Liabilities | ||
Level 1 [Member] | Trading Securities [Member] | ||
Total assets | ||
Level 2 [Member] | ||
Total assets | 464,477 | |
Total Liabilities | ||
Level 2 [Member] | Short-term loan [Member] | ||
Total assets | ||
Level 2 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | Fair Value, Recurring [Member] | ||
Total Liabilities | ||
Level 2 [Member] | Fair Value of a Liability in Connection with Stock Exchange Agreement [Member] | Fair Value, Recurring [Member] | ||
Total Liabilities | ||
Level 2 [Member] | Trading Securities [Member] | ||
Total assets | 464,477 | |
Level 3 [Member] | ||
Total assets | 151,954 | |
Total Liabilities | 379,908 | |
Level 3 [Member] | Short-term loan [Member] | ||
Total assets | 151,954 | |
Level 3 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | Fair Value, Recurring [Member] | ||
Total Liabilities | 320,279 | |
Level 3 [Member] | Fair Value of a Liability in Connection with Stock Exchange Agreement [Member] | Fair Value, Recurring [Member] | ||
Total Liabilities | 59,629 | |
Level 3 [Member] | Trading Securities [Member] | ||
Total assets |
Investment Valued Under the M_2
Investment Valued Under the Measurement Alternative (Details Narrative) - Nanomedic Technologies Ltd [Member] - Share Purchase Agreement [Member] - A-1 Preferred Shares [Member] | Jun. 22, 2020USD ($) |
Payments for purchase of preferred stock | $ 450,000 |
Equity investment percentage | 3.30% |
Proceeds from issuance of preferred stock | $ 2,200,000 |
Sale of Novomic (Details Narrat
Sale of Novomic (Details Narrative) | Jan. 06, 2020 |
Traistman Radziejewski Fundacja Ltd. [Member] | |
Percentage of shares sold | 90.00% |
Sale of Novomic - Summary of De
Sale of Novomic - Summary of Deconsolidation of a Subsidiary (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Cash and cash equivalents | $ 13,810 | $ 13,810 | ||
Working capital (excluding cash and cash equivalents), net (deficit) | (217,111) | (217,111) | ||
Long term assets | 155,988 | 155,988 | ||
Long term liabilities | (5,017) | (5,017) | ||
Total value of a subsidiary | (52,330) | (52,330) | ||
Amounts received | ||||
GAIN FROM DECONSOLIDATION OF A SUBSIDIARY | $ 52,330 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | Jun. 12, 2020 | Apr. 02, 2020 | Sep. 30, 2020 | Apr. 19, 2020 | Dec. 31, 2019 |
Convertible component's fair value | $ 320,279 | ||||
Service period | 1 year 2 months 12 days | ||||
Fair value of warrants | $ 301,665 | ||||
Convertible Notes | $ 676,781 | ||||
Monte Carlo Simulation [Member] | |||||
Expected volatility | 10.162% | ||||
Risk free interest rate of return | 0.12% | ||||
Dividend yield | 0.00% | ||||
CL Agreement [Member] | |||||
Notes payable | $ 1,000,000 | $ 170,000 | |||
Description on agreement terms | CL Agreement (hereafter "CL Agreement Amendment") was amended to provide that for each draw down made by the Company under the CL Agreement, the Buyer shall be entitled to receive two types of warrants: A Warrants and B Warrants, with the A Warrants exercisable at any time between 6 and 12 months after issuance for an exercise price per share equal to 1.25 times the average of the closing prices of the 3 trading days preceding the draw down, and the B Warrants exercisable at any time between 6 and 24 months after issuance for an exercise price per share equal to 1.5 times the average of the closing prices of the 3 trading days preceding the draw down, and that the number of each of the A Warrants and the B Warrants issued will be equal to the draw down amount divided by the average of the closing prices of the 3 trading days preceding the draw down, and that these amended terms will apply in respect of all draw downs, including drawdowns made prior to the date of the amendment. | ||||
Convertible Notes | $ 580,925 | ||||
CL Agreement [Member] | Warrants A [Member] | |||||
Issued a warrant to purchase common stock | 5,589,172 | ||||
CL Agreement [Member] | Warrants B [Member] | |||||
Issued a warrant to purchase common stock | 5,589,172 | ||||
CL Agreement [Member] | Common Stock [Member] | |||||
Issued a warrant to purchase common stock | 11,178,344 | ||||
Buyer [Member] | CL Agreement [Member] | Notes [Member] | |||||
Principal amount | $ 1,800,000 | ||||
Debt instrument interest percentage | 6.00% | ||||
Common stock conversion price | $ 0.85 | ||||
Discount percentage | 15.00% | ||||
Debt instrument maturity description | Each Note will mature 18 months following the payment date. |
Convertible Notes - Summary of
Convertible Notes - Summary of Warrants (Details) | Sep. 30, 2020$ / shares |
Measurement Input, Share Price [Member] | Warrants A [Member] | |
Common stock price | $ 0.21 |
Measurement Input, Share Price [Member] | Warrants B [Member] | |
Common stock price | $ 0.21 |
Expected Volatility [Member] | Warrants A [Member] | |
Fair value of warrant liability, measurement input, percentage | 65.31 |
Expected Volatility [Member] | Warrants B [Member] | |
Fair value of warrant liability, measurement input, percentage | 68.73 |
Expected Term [Member] | Warrants A [Member] | |
Fair value assumption, warrant Contractual term (years) | 1 year |
Expected Term [Member] | Warrants B [Member] | |
Fair value assumption, warrant Contractual term (years) | 2 years |
Risk Free Rate [Member] | Warrants A [Member] | |
Fair value of warrant liability, measurement input, percentage | 0.17 |
Risk Free Rate [Member] | Warrants B [Member] | |
Fair value of warrant liability, measurement input, percentage | 0.19 |
Expected Dividend Yield [Member] | Warrants A [Member] | |
Fair value of warrant liability, measurement input, percentage | 0 |
Expected Dividend Yield [Member] | Warrants B [Member] | |
Fair value of warrant liability, measurement input, percentage | 0 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Mar. 05, 2020 | Feb. 27, 2020 | Feb. 23, 2020 | Jan. 29, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Redeemable Series A preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of common stock shares issued | |||||||||||
Value of common stock shares issued | $ 72,000 | $ 457,455 | |||||||||
Fair value of shares issued | 4,785,000 | ||||||||||
Stock-based compensation | $ 861,000 | $ 2,201,000 | |||||||||
Amended and Restated Agreement [Member] | |||||||||||
Number of common stock shares issued | 893,699,276 | ||||||||||
Investors [Member] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Number of common stock shares issued | 432,996,555 | 432,996,555 | |||||||||
Value of common stock shares issued | $ 45,000 | $ 45,000 | |||||||||
Legal Advisor [Member] | |||||||||||
Fair value of shares issued | $ 15,000,000 | ||||||||||
Citrine S A L Investment & Holdings Ltd [Member] | |||||||||||
Number of common stock shares issued | 432,996,555 | 432,996,555 | |||||||||
Value of common stock shares issued | $ 150,000 | ||||||||||
Redeemable Convertible Series A Preferred Stock [Member] | |||||||||||
Number of redeemable preferred stock issued, shares converted | 10,344,828 | ||||||||||
Redeemable Series A preferred stock, par value | $ 0.0001 | ||||||||||
Common stock, par value | $ 0.0001 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Option Activity (Details) - Employees and Directors [Member] | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of Options outstanding, beginning balance | shares | 521,065 |
Number of Options, Granted | shares | |
Number of Options, Exercised | shares | |
Number of Options, Forfeited or expired | shares | (474,303) |
Number of Options, outstanding, ending balance | shares | 46,762 |
Options exercisable, ending balance | shares | 46,762 |
Weighted Average Exercise Price outstanding, beginning balance | $ / shares | $ 0.0011 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | 0.0011 |
Weighted Average Exercise Price, ending balance | $ / shares | 0.0011 |
Weighted Average Exercise Price, Options exercisable, ending balance | $ / shares | $ 0.0011 |
Agreements With Intelicanna L_3
Agreements With Intelicanna Ltd (Details Narrative) | Sep. 17, 2020USD ($) | Jul. 09, 2020USD ($) | Jul. 09, 2020ILS (₪) | Jun. 25, 2020ILS (₪) | May 31, 2020 | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Value of common stock shares issued | $ 72,000 | $ 457,455 | ||||||
Fair value of a liability in connection with stock exchange agreement | 59,629 | |||||||
Changes in traded securities fair value | $ 50,000 | |||||||
Intelicanna Ltd. [Member] | ||||||||
Value of common stock shares issued | $ 2,143,470 | |||||||
Issuance of common stock exchange | $ 619,589 | |||||||
Intelicanna Ltd. [Member] | Share Exchange Agreement [Member] | ||||||||
Description on agreement terms | The share exchange agreement provides that (i) the number of shares each party issues to the other will be calculated by dividing $500 thousand by the volume weighted average price (VWAP) of the issuing party's shares in the three trading days preceding the signing of the agreement, (ii) the issuance by Intelicanna will take place upon, and subject to, receipt of approval from the Tel Aviv Stock Exchange, and the issuance by the Company will follow immediately thereafter, and (iii) the parties may not sell the shares within the first six months after issuance, and thereafter the parties may sell the shares issued to them if the shares become registered through a prospectus approved by the relevant securities authority, or under an exemption provided by applicable securities law, subject to a limit on the number of shares either party may sell per day. The agreement for future issuance of shares provides that a fall in a share price of a party, not exceeding 20%, measured six months after issuance of shares by both parties pursuant the share exchange agreement, will be offset by the issuance of additional shares to the other party to bring up to $500 thousand the total value of the shares issued to the other party. | |||||||
Intelicanna Ltd. [Member] | Services Agreement [Member] | ||||||||
Payments for loan | $ 145,000 | |||||||
Intelicanna Ltd. [Member] | Services Agreement [Member] | NIS [Member] | ||||||||
Payments for loan | ₪ | ₪ 500,000 | |||||||
Citrine Global Israel Ltd. [Member] | Services Agreement [Member] | ||||||||
Description on agreement terms | Furthermore, on June 25, 2020, the Israeli Subsidiary entered into a services agreement with Intelicanna to provide business development and consulting services to Intelicanna, including assistance with raising financing (the "Services Agreement") (references in this paragraph to the Company include the Israeli Subsidiary). The terms of the Services Agreement include: (1) the Company will, for a period of 18 months, assist Intelicanna to raise up to NIS 15 million for Intelicanna's working capital purposes, whether through issuance of convertible securities or any other means; all sums raised must be approved in advance by the Company, and in accordance with a business plan presented to the Company from time to time; the Company will have no obligation under the Services Agreement to invest in Intelicanna, and no liability if its efforts to source financing for Intelicanna are unsuccessful; (2) in the event Intelicanna raises funds through assistance from the Company, the Company will be entitled to (i) cash consideration equal to 5% of any amount raised, whether directly from the Company, or from any of its affiliates or any unrelated third party, and (ii) options to acquire a number of shares of Intelicanna equal to 5% of the amount raised divided by the Exercise Price; the "Exercise Price" will be the price per share at which the amount was raised, or if it was not raised through issuance of shares, the price per share at which Intelicanna last raised funds through issuance of shares; and (3) for one or more periods of at least 90 days, each time at Intelicanna's request which the Company may accept or decline at its discretion, the Company will provide business development and strategy-building services, including: consulting on strategy and business plan; assistance defining financing needs; helping identify ways to develop potential sources of finance; and ongoing consulting support to Intelicanna's management team and board. Intelicanna will pay the Company a fee of NIS 2,500 per day for such services. Also on June 25, 2020, to assist Intelicanna to raise the first NIS 1 million towards the up to NIS 15 million mentioned in the Services Agreement, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna NIS 1 million in cash (approximately USD 290 thousand) in direct financing for working capital purposes. The financing will bear 6% annual interest and Intelicanna will make additional payments equalling 6% of its gross revenues between the date the financing is received and the date Intelicanna's aggregate gross revenues thereafter equal NIS 2 million. If the total of the 6% interest plus the additional payments would result in a return of less than 12% in the year to the Company, the interest will be increased to bring the total return to 12%. Every three months Intelicanna must pay the interest, and after 12 months, it must repay the capital, plus the total of the additional payments due, plus any outstanding interest, and it must pay interest of 2% per month on any late payments, provided however that until the foregoing obligations are paid in full Intelicanna must pay 50% of its gross revenues to the Company upon receipt. If Intelicanna does not pay all amounts due within 18 months, it shall, at the Company's option, issue to the Company a number of its shares equal to NIS 1.5 million divided by the lower of (i) VWAP of the three trading days prior to the lapse of the 18 months, and (ii) VWAP of the three trading days prior to the signing of the financing agreement. The financing must be paid by the Company to Intelicanna within 30 days of signing the financing agreement, subject to completion of due diligence to the Company's satisfaction and to Intelicanna receiving a commercial growing license. | |||||||
Percentage of gross revenue | 50.00% | |||||||
Debt instrument interest percentage | 6.00% | |||||||
Citrine Global Israel Ltd. [Member] | Services Agreement [Member] | NIS [Member] | ||||||||
Value of common stock shares issued | ₪ | ₪ 15,000,000 | |||||||
Fee for service rendered | ₪ | 2,500 | |||||||
Aggregate gross revenues | ₪ | ₪ 2,000,000 |
Agreements With Intelicanna L_4
Agreements With Intelicanna Ltd - Schedule of Fair Value of Shares Exchange Agreement (Details) | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Measurement Input, Share Price [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Common stock price, shares | $ 0.83 |
Measurement Input, Share Price [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Common stock price, shares | $ 0.102 |
Measurement Input, Price Volatility [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair value of shares, measurement input, percentage | 70.99% |
Measurement Input, Price Volatility [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair value of shares, measurement input, percentage | 14.365% |
Expected Term [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair value assumption, shares contractual term (years) | 2 months |
Expected Term [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair value assumption, shares contractual term (years) | 2 months |
Risk Free Rate [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair value of shares, measurement input, percentage | 0.11% |
Risk Free Rate [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair value of shares, measurement input, percentage | 0.11% |
Expected Dividend Yield [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair value of shares, measurement input, percentage | 0.00% |
Expected Dividend Yield [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair value of shares, measurement input, percentage | 0.00% |
Related Parties (Details Narrat
Related Parties (Details Narrative) | Aug. 04, 2020 | Nov. 17, 2019USD ($)$ / sharesshares | Aug. 20, 2019USD ($)$ / sharesshares | Apr. 28, 2019USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Feb. 22, 2017USD ($) | Feb. 22, 2017ILS (₪) | Jul. 31, 2016USD ($) | Nov. 11, 2014USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Feb. 29, 2020USD ($) | Oct. 23, 2019USD ($) | Oct. 23, 2019ILS (₪) | Jul. 31, 2016ILS (₪) | Dec. 31, 2015USD ($) | Dec. 31, 2015ILS (₪) | May 31, 2015ILS (₪) | Nov. 11, 2014ILS (₪) |
Related Party Transaction [Line Items] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 72,000 | $ 698,585 | |||||||||||||||||
Ora Meir Soffer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | $ 20,000 | ||||||||||||||||||
Ilanit Halperin [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | 3,500 | ||||||||||||||||||
Ilan Ben-Ishay [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | $ 3,500 | ||||||||||||||||||
Israeli Subsdiary [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Description on agreement terms | On August 4, 2020, the board of directors of the Company approved for the Company and/or the Israeli Subsidiary (references in this paragraph to the Company include the Israeli Subsidiary) to proceed with preparations for investing in iBOT: Israel Botanicals, an Israeli botanical nutraceutical company. iBOT has a manufacturing facility for a wide range of botanical formulations, and part of its strategy is to combine this with hemp and CBD. The board gave its approval, subject to agreement of definitive terms and receipt of all necessary corporate and other approvals, for a proposed transaction in which (1) the Company would have an option to make one or more investments during a period of 12 months in an aggregate amount of up to $1 million (one million US dollars); (2) the investments may be through loans, direct equity purchases, or other means, and would be based on milestones; and (3) iBOT would grant the Company a 25% discount in its next fundraising. In addition, the board approved for the Company to proceed with preparations for entering a services agreement with iBOT pursuant to which the Company would provide consulting and other services to iBOT. iBOT is controlled by an affiliate of the Company. | ||||||||||||||||||
Consulting Agreement [Member] | Mr. Yossef De-Levy [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | |||||||||||||||||||
Termination date | Mar. 16, 2020 | ||||||||||||||||||
Consulting Agreement [Member] | Mr. Yossef De-Levy [Member] | NIS [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | ₪ | ₪ 10,000 | ₪ 5,000 | |||||||||||||||||
Consulting Agreement [Member] | Zvi Yemini [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | $ 6,200 | ||||||||||||||||||
Consulting Agreement [Member] | Zvi Yemini [Member] | NIS [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | ₪ | ₪ 24,000 | ||||||||||||||||||
Consulting Agreement [Member] | Oren Traistman [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | $ 2,900 | ||||||||||||||||||
Termination date | Mar. 16, 2020 | ||||||||||||||||||
Consulting Agreement [Member] | Oren Traistman [Member] | NIS [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | ₪ | ₪ 10,000 | ||||||||||||||||||
Consulting Agreement [Member] | Ran Tuttnauer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | $ 2,000 | ||||||||||||||||||
Termination date | Apr. 30, 2019 | ||||||||||||||||||
Consulting Agreement [Member] | Idan Traitsman [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | $ 2,800 | ||||||||||||||||||
Consulting Agreement [Member] | Idan Traitsman [Member] | NIS [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | ₪ | ₪ 10,000 | ||||||||||||||||||
Original Service Agreement [Member] | Zvi Yemini [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Termination date | Nov. 14, 2019 | Nov. 14, 2019 | |||||||||||||||||
Increase in monthly payments, amount | $ 13,000 | ||||||||||||||||||
Original Service Agreement [Member] | Zvi Yemini [Member] | NIS [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Increase in monthly payments, amount | ₪ | ₪ 45,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Y.M.Y. Industry Ltd [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Option to purchase shares of common stock | shares | 1,229,508 | ||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.183 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Traistman Radziejewski Fundacja Ltd. [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Option to purchase shares of common stock | shares | 1,229,508 | ||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.183 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Microdel Ltd. [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Option to purchase shares of common stock | shares | 1,229,508 | ||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.183 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Y.M.Y and TRF [Member] | Series A convertible Preferred Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Option to purchase shares of common stock | shares | 2,068,966 | 8,275,862 | |||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.029 | $ 0.029 | |||||||||||||||||
Proceeds from issuance of common stock | $ 60,000 | $ 240,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | Option for Period of Twelve Months [Member] | Y.M.Y. Industry Ltd [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Option to purchase shares of common stock | shares | 375,001 | ||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Option for Period of Twelve Months [Member] | Traistman Radziejewski Fundacja Ltd. [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Option to purchase shares of common stock | shares | 375,001 | ||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Option for Period of Twelve Months [Member] | Microdel Ltd. [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Option to purchase shares of common stock | shares | 375,001 | ||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 225,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Option for Period of Twelve Months [Member] | Y.M.Y and TRF [Member] | Series A convertible Preferred Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Option to purchase shares of common stock | shares | 400,000 | ||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 240,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 2020 Purchase [Member] | Y.M.Y and TRF [Member] | Investors [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Option to purchase shares of common stock | shares | 45,000 | ||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 27,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 2020 Purchase [Member] | Y.M.Y and TRF [Member] | Series A convertible Preferred Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Option to purchase shares of common stock | shares | 931,034 | ||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.029 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 27,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 2019 Purchase [Member] | Y.M.Y and TRF [Member] | Investors [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Option to purchase shares of common stock | shares | 100,000 | ||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.60 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 60,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | Nov. 12, 2020 | Oct. 08, 2020 | Sep. 30, 2020 | Nov. 08, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Issuance of common stock issued | |||||
Subsequent Event [Member] | |||||
Description on reverse stock split | On October 8, 2020, the board of directors of the Company approved a reverse stock split of the Company's authorized, issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio between 1-for-40 to 1-for-100, subject to the approval of the Company's stockholders (the "Reverse Stock Split"). The final ratio of the Reverse Stock Split will be determined by the Board at a later date. Since such stock split was not approved yet as of the approval date of these financial statements, it is not reflected in any shares information disclosed within these financial statements. | ||||
Remaining issuance of common stock | 445,702,721 | ||||
Issuance of common stock issued | 893,699,276 | ||||
Subsequent Event [Member] | The board of directors [Member] | |||||
Authorized capital stock of the Company | 50,000,000 | ||||
Preferred stock, par value | $ 0.0001 |