Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Integrity Applications, Inc. | |
Entity Central Index Key | 1,506,983 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,473,318 | |
Trading Symbol | IGAP | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 17,345 | $ 53,782 |
Accounts receivable, net | 118,789 | 121,782 |
Inventories | 887,914 | 957,349 |
Other current assets | 113,965 | 94,137 |
Total current assets | 1,138,013 | 1,227,050 |
Property and Equipment, Net | 150,315 | 216,746 |
Long-Term Restricted Cash | 37,579 | 39,562 |
Funds in Respect of Employee Rights Upon Retirement | 176,266 | 185,570 |
Total assets | 1,502,173 | 1,668,928 |
Current Liabilities | ||
Accounts payable | 2,345,309 | 2,419,988 |
Other current liabilities | 1,584,874 | 1,265,954 |
Total current liabilities | 3,930,183 | 3,685,942 |
Long-Term Liabilities | ||
Long-Term Loans from Stockholders | 171,699 | 182,767 |
Liability for Employee Rights Upon Retirement | 176,266 | 185,570 |
Warrants with down-round protection | 787,453 | 768,249 |
Total long-term liabilities | 1,135,418 | 1,136,586 |
Total liabilities | 5,065,601 | 4,822,528 |
Temporary Equity | ||
Total temporary equity | 13,421,333 | 13,421,333 |
Stockholders' Deficit | ||
Common Stock of $ 0.001 par value ("Common Stock"): 40,000,000 shares authorized as of June 30, 2018 and December 31, 2017; 7,886,207 and 6,821,792 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | 8,009 | 6,824 |
Additional paid in capital | 35,101,538 | 30,676,180 |
Accumulated other comprehensive income | 146,305 | 110,675 |
Accumulated deficit | (52,240,613) | (47,368,612) |
Total stockholders' deficit | (16,984,761) | (16,574,933) |
Total liabilities, temporary equity and stockholders' deficit | 1,502,173 | 1,668,928 |
Series A Preferred Stock [Member] | ||
Temporary Equity | ||
Convertible Preferred Stock of $ 0.001 par value ("Preferred Stock"): | 221,152 | 221,152 |
Series B Preferred Stock [Member] | ||
Temporary Equity | ||
Convertible Preferred Stock of $ 0.001 par value ("Preferred Stock"): | 6,715,844 | 6,715,844 |
Series C Preferred Stock [Member] | ||
Temporary Equity | ||
Convertible Preferred Stock of $ 0.001 par value ("Preferred Stock"): | $ 6,484,337 | $ 6,484,337 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 7,886,207 | 6,821,792 |
Common stock, shares outstanding | 7,886,207 | 6,821,792 |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, shares issued | 376 | 376 |
Convertible preferred stock, shares outstanding | 376 | 376 |
Series B Preferred Stock [Member] | ||
Convertible preferred stock, shares issued | 15,031 | 15,031 |
Convertible preferred stock, shares outstanding | 15,031 | 15,031 |
Series C Preferred Stock [Member] | ||
Convertible preferred stock, shares issued | 12,004 | 12,004 |
Convertible preferred stock, shares outstanding | 12,004 | 12,004 |
Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 15,279 | $ 8,744 | $ 43,488 | $ 104,981 |
Research and development expenses | 691,894 | 616,824 | 1,284,591 | 1,198,363 |
Selling and marketing expenses | 283,467 | 361,295 | 592,104 | 598,234 |
General and administrative expenses | 1,046,174 | 1,678,719 | 2,082,858 | 3,556,078 |
Total operating expenses | 2,021,535 | 2,656,838 | 3,959,553 | 5,352,675 |
Operating loss | (2,006,256) | (2,648,094) | (3,916,065) | (5,247,694) |
Financing income, net | 43,773 | 90,893 | 105,788 | 160,168 |
Loss for the period | (1,962,483) | (2,557,201) | (3,810,277) | (5,087,526) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 28,326 | 31,697 | 35,630 | 64,436 |
Comprehensive loss for the period | $ (1,934,157) | $ (2,525,504) | $ (3,774,647) | $ (5,023,090) |
Loss per share (Basic) | $ (0.33) | $ (0.48) | $ (0.67) | $ (0.96) |
Loss per share (Diluted) | $ (0.33) | $ (0.48) | $ (0.67) | $ (0.96) |
Common shares used in computing Basic income (loss) per share | 7,555,761 | 6,205,104 | 7,290,123 | 6,116,366 |
Common shares used in computing Diluted income (loss) per share | 7,555,761 | 6,205,104 | 7,290,123 | 6,116,366 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - 6 months ended Jun. 30, 2018 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 6,824 | $ 30,676,180 | $ 110,675 | $ (47,368,612) | $ (16,574,933) |
Balance, shares at Dec. 31, 2017 | 6,821,792 | ||||
Loss for the period | (3,810,277) | (3,810,277) | |||
Other comprehensive income | 35,630 | 35,630 | |||
Amounts allocated to Series D-1, D-2 and Series D-3 Warrants, net | 1,018,495 | 1,018,495 | |||
Stock dividend on Series C Preferred Stock | $ 190 | 467,243 | (467,433) | ||
Stock dividend on Series C Preferred Stock, shares | 190,712 | ||||
Stock dividend on Series B Preferred Stock | $ 239 | 585,082 | (585,321) | ||
Stock dividend on Series B Preferred Stock, shares | 238,809 | ||||
Cash dividend on Series A Preferred Stock | (8,970) | (8,970) | |||
Amounts allocated to issuance of Common Stock from Series D offering | $ 622 | 1,220,141 | 1,220,763 | ||
Amounts allocated to issuance of Common Stock from Series D offering, shares | 621,556 | ||||
Stock-based compensation | $ 134 | 1,134,397 | 1,134,531 | ||
Stock-based compensation, shares | 13,338 | ||||
Balance at Jun. 30, 2018 | $ 8,009 | $ 35,101,538 | $ 146,305 | $ (52,240,613) | $ (16,984,761) |
Balance, shares at Jun. 30, 2018 | 7,886,207 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Loss for the period | $ (3,810,277) | $ (5,087,526) |
Adjustments to reconcile (loss) for the period to net cash used in operating activities: | ||
Depreciation | 58,789 | 33,024 |
Stock-based compensation | 1,134,531 | 1,208,236 |
Change in the fair value of warrants with down-round protection | (160,028) | (191,075) |
Linkage difference on principal of loans from stockholders | (1,963) | 26 |
Changes in assets and liabilities: | ||
Increase in accounts receivable | (4,175) | (28,615) |
Decrease in inventory | 22,113 | 49,255 |
(Increase) decrease in other current assets | (24,113) | 222,952 |
(Decrease) increase in accounts payable | (7,404) | 26,829 |
Increase in other current liabilities | 350,318 | 171,028 |
Decrease in liability for employee rights upon retirement | (10,148) | |
Net cash used in operating activities | (2,442,209) | (3,606,014) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,912) | (4,849) |
Net cash used in investing activities | (1,912) | (4,849) |
Cash flows from financing activities | ||
Cash dividend on Series A Preferred Stock | 2,686 | |
Proceeds allocated to Series C Preferred Stock, net of cash issuance expenses | 3,022,002 | |
Proceeds allocated to Series C Warrants, net of cash issuance expenses | 1,495,541 | |
Proceeds allocated to Common Stock from Series D offering, net of cash issuance expenses | 1,318,350 | |
Proceeds allocated to Series D Warrants, net of cash issuance expenses | 1,100,140 | |
Net cash provided by (used in) financing activities | 2,418,490 | 4,520,229 |
Effect of exchange rate changes on cash and cash equivalents | (10,806) | 74,420 |
Increase (decrease) in cash and cash equivalents | (36,437) | 983,786 |
Cash and cash equivalents at beginning of the period | 53,782 | 148,836 |
Cash and cash equivalents at end of the period | $ 17,345 | $ 1,132,622 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Cash dividend | $ 8,970 |
Fair value of warrants issued as consideration for placement agent services | 179,232 |
Series D-1,D-2 and D-3 Warrants [Member] | |
Direct issuance expenses | 81,645 |
Common Stock [Member] | |
Cash dividend | |
Reduction of additional paid in capital | 97,587 |
Series B Preferred Stock [Member] | |
Fair value of common stock shares issued | 585,321 |
Series C Preferred Stock [Member] | |
Fair value of common stock shares issued | $ 467,433 |
Series B and C Preferred Stock [Member] | |
Preferred stock interest rate percentage | 9.00% |
Series A Preferred Stock [Member] | |
Preferred stock interest rate percentage | 9.00% |
Cash dividend | $ 8,970 |
General
General | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Basis of presentation Accounting Principles The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission (“SEC”) on March 30, 2018. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature. The results for the six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any other interim period or for any future period. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. Significant intercompany balances and transactions have been eliminated in consolidation. B. Warrants with down-round protection The Company has determined its derivative warrant liability with respect to the remaining Series A Warrants and warrants issued to its placement agent as part of the Series A Unit offering, the Series B Unit offering, Series C Unit offering and the Series D Unit offering to be a Level 3 fair value measurement and has used the option pricing model (“OPM”) to calculate its fair value. Because the warrants contain a down round protection feature, the probability that the exercise price of the warrants would decrease as the stock price decreased was incorporated into the valuation calculations. The changes in the fair value of the Level 3 liability are as follows (in US dollars): Warrants with down-round Protection June 30, 2018 2017 (unaudited) Balance, Beginning of the period 768,249 681,970 Warrants issued as consideration for placement services 179,232 273,650 Change in fair value Warrants with Down-Round Protection (160,028 ) (191,075 ) Balance, End of period 787,453 764,545 The key inputs used in the fair value calculations were as follows: June 30, 2018 2017 Dividend yield (%) - - Expected volatility (%) (*) 56.59 56.59 Risk free interest rate (%) 1.31 0.92 Expected term of options (years) 1.50-4.94 0.70-4.98 Exercise price (US dollars) 4.50 - 7.75 4.50, 7.75 Share price (US dollars) (**) 2.45 2.38 Fair value (US dollars) 0.06-0.81 0.06-0.76 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on a sample of 254 companies operating in the Healthcare Products industry. (**) The Common Stock price, per share reflects the Company’s management’s estimation of the fair value per share of Common Stock as of June 30, 2018 and 2017. In reaching its estimation for such periods, management considered, among other things, a valuation prepared by a third-party valuation firm following the issuance of the Series D Units and the Series C Units, as applicable to each reporting period. The below chart reflects the Fair Value for each of the warrants with down-round protection that were outstanding as of June 30, 2018 in US dollars, except for Total quantity. Andrew Garrett, Inc. (“AGI”) - Series A AGI - Series B AGI - Series C Placement Agent - Series D Total quantity 364,071 566,897 844,605 286,400 Exercise price 4.5 4.5, 7.75 4.5, 7.75 4.5, 5.75, 7.75 Fair value 0.22 0.06 – 0.24 0.22 – 0.69 0.44 – 0.81 C. Revenue recognition The company recognize revenues from sales of the GlucoTrack® model DF-F and personal ear-clips (“PECs”) when control is transferred to the customer and collectability is probable. D. Recently issued accounting pronouncements 1. Accounting Standard Update 2014-09, “Revenue from Contracts with Customers” Commencing January 1, 2018 the Company adopted Accounting Standard Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 also requires entities to disclose sufficient information, both quantitative and qualitative, to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. An entity should apply the amendments in ASU 2014-09 using one of the following two methods: 1. Retrospectively to each prior reporting period presented with a possibility to elect certain practical expedients, or, 2. Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. If an entity elects the latter transition method, it also should provide certain additional disclosures. During 2016, the FASB issued several Accounting Standard Updates (“ASUs”) that focus on certain implementation issues of the new revenue recognition guidance including Narrow-Scope Improvements, Practical Expedients and technical corrections. In accordance with an amendment to ASU 2014-09, introduced by Accounting Standard 2015-14, “Revenue from contracts with Customers – Deferral of the Effective Date”, for a public entity, the amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period (the first quarter of fiscal year 2018 for the Company). Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Since the company did not report significant revenues, the adoption of ASU 2014-09 did not have a significant impact on its consolidated financial statements. See also NOTE 2C above. 2. Accounting Standard Update (ASU) No. 2017-11, “ Earnings Per Share” In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Among others, Part I of ASU 2017-11 simplifies the accounting for certain financial instruments with down round features, which is a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. Current accounting guidance creates cost and complexity for organizations that issue financial instruments with down round features by requiring, on an ongoing basis, fair value measurement of the entire instrument or conversion option. ASU 2017-11 require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. ASU 2017-11 also addresses navigational concerns within the FASB Accounting Standards Codification related to an indefinite deferral available to private companies. The provisions of the new ASU related to down rounds are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (fiscal 2019 for the Company). Early adoption is permitted for all entities. The Company is evaluating the impact of ASU 2017-11 on its financial statements. Although this process has not been completed, managements believes that its provisions might impact the accounting of the financial instruments issued by the Company that include down-round protection. See also NOTE 2B above. 3. Accounting Standard Update 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued Accounting Standard Update 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07). ASU 2018-07 aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 will be measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the goods has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share-based payment awards will be measured at the grant date. With respect to awards with performance conditions, ASU 2018-07 concludes that, consistent with the accounting for employee share-based payment awards, an entity will consider the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. ASU 2018-07 also requires that the classification of equity classified nonemployee share-based payment awards will continue to be subject to the requirements of Topic 718 unless the award was modified after the goods has been delivered, the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing goods or services. This eliminates the requirement to reassess classification of such awards upon vesting. In addition, ASU 2018-07 includes certain Non-public Entity-Specific Amendments. ASU 2018-07 is effective for Public entities in annual periods beginning after 15 December 2018, and interim periods within those years (first quarter of 2019 for the Company). Early adoption is permitted, including in an interim period, but not before an entity adopts the new revenue guidance (which was adopted by the Company in its interim financial statements for 2018). An entity should only remeasure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Upon transition, the entity is required to measure these nonemployee awards at fair value as of the adoption date. The Company is evaluating the impact of ASU 2018-07 on its financial statements. |
Recent Events
Recent Events | 6 Months Ended |
Jun. 30, 2018 | |
Recent Events | |
Recent Events | NOTE 3 – RECENT EVENTS 1. During the first six months of 2018, we received aggregate net proceeds of approximately $2.4 million (net of related cash expenses), from the issuance and sale in a private placement transaction of 621,556 Series D Units. As of June 30, 2018, the Series D Warrants (issued on December 1, 2017 and on the first half of 2018) are exercisable for an aggregate of 2,148,000 shares of Common Stock, in each case subject to adjustment in certain circumstances. Pursuant to a placement agent agreement (the “Placement Agent Agreement”) with the placement agent, the Company paid the placement agent, as a commission, an amount equal to 10% of the aggregate sales price of the Series D Units sold in each closing, plus a non-accountable expense allowance equal to 3% of the aggregate sales price of the Series D Units sold in such closing. In addition, pursuant to the Placement Agent Agreement, in connection with the closings in the first six months of 2018, the Company is required to issue to the placement agent: (a) 5-year warrants to purchase up to 124,311 shares of Common Stock at an exercise price of $4.50 per share, (b) 5-year warrants to purchase up to 62,156 shares of Common Stock at an exercise price of $5.75 per share, and (c) 5-year warrants to purchase up to 62,156 shares of Common Stock at an exercise price of $7.75 per share. The terms of such warrants are substantially similar to the Series D Warrants except that the warrants issued to the placement agent are exercisable on a cashless basis and include full ratchet anti-dilution protection. The total fair value of the Series D warrants that the Company is required to issue to the placement agent in connection with the 2018 issuances is $179,232. On February 15, 2018 and April 1, 2018, we issued ten-year non-qualified stock options to various employees, for the purchase of 767,500 and 15,000 shares of Common Stock at an exercise price of $4.50 per share, with three-year quarterly vesting commencing on the first quarter after the effective date. The total fair value of the stock options is $762,210 and $14,897, respectively. 2. On March 23, 2018, the Company held its 2018 Special Meeting of Stockholders. At the Meeting, the Company’s stockholders voted on the proposal to approve and ratify the increase of the total number of shares authorized for issuance under the Company’s Compensation Plan to 7,000,000 shares, including an amendment to the Incentive Plan on April 7, 2017 to increase from 1,000,000 shares to 5,625,000 shares and another amendment on February 15, 2018 to increase from 5,625,000 shares to 7,000,000 shares. 3. After months of protracted negotiations with our China distributor we finally reached an impasse on several critical issues and decided that it would be in the best interests of the Company to terminate the existing agreements with such distributor due to various breaches of the distributor. On May 14, 2018, the Company sent notices to the distributor regarding the Company’s intention to terminate the agreement unless the breaches are cured within 30 days. On June 6, 2018, the Company received a response from the distributor denying all the allegations of breaches. On June 25, 2018, the Company sent a formal written notice to the distributor to terminate the agreement, effective immediately, to which the distributor responded on July 20, 2018 continuing to deny all the allegations of breaches. Notwithstanding the distributor’s denials, we are of the belief that the agreement has been terminated. The distributor played a critical role in assisting the Company to obtain regulatory approval by the China Food and Drug Administration (“CFDA”) for the GlucoTrack® model DF-F. As a result of the breaches of the distributor and the termination of such relationship, the Company may likely be unable to re-submit the file to the CFDA for the current product for a period of up to five years. While the Company is of the opinion that such termination will have little adverse effect on its future business opportunities in China, as it believes that it should be able to file applications with the CFDA for its next generation products through another distributor in China, there can be no assurance that the Company will be successful in this endeavor. If we were unable to partner with another distributor in China on terms mutually agreed upon by us and receive CFDA clearance to sell its future products in China, we would not have the ability to distribute our products in China and accordingly our business potential could be materially adversely affected. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4 – INVENTORIES US dollars June 30, 2018 December 31, 2017 (unaudited) Raw materials 13,963 12,734 Work in process 1,562,223 1,556,256 Finished products 67,862 144,493 1,644,048 1,713,483 Less – provision for slow moving inventory (756,134 ) (756,134 ) 887,914 957,349 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | NOTE 5 – OTHER CURRENT LIABILITIES US dollars June 30, 2018 December 31, 2017 (unaudited) Employees and related institutions 318,411 336,783 Accrued expenses and other 1,266,463 929,171 1,584,874 1,265,954 |
Financing Income, Net
Financing Income, Net | 6 Months Ended |
Jun. 30, 2018 | |
Other Income and Expenses [Abstract] | |
Financing Income, Net | NOTE 6 – FINANCING INCOME, NET US dollars US dollars Six-month period ended June 30, Three-month period ended June 30, 2018 2017 2018 2017 (unaudited) (unaudited) Israeli CPI linkage difference on principal of loans from stockholders 1,963 (26 ) 1,052 (1,393 ) Exchange rate differences (5,621 ) (17,194 ) 8,006 (6,720 ) Change in fair value of warrants with down round protection 160,028 191,075 82,081 106,976 Interest expenses on credit from banks and other (6,302 ) (13,687 ) (3,086 ) (7,970 ) Late fee penalty of dividend payments (44,280 ) - (44,280 ) - 105,788 160,168 43,773 90,893 |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 7 – LOSS PER SHARE In periods of net loss, basic loss per share is computed by dividing net loss for the period after consideration of the effect of dividends on preferred stock by the weighted average number of shares outstanding during the period. The loss and the weighted average number of shares used in computing basic and diluted loss per share for the six and three month periods ended June 30, 2018 and 2017 are as follows: US dollars US dollars Six-month period ended June 30, Three-month period ended June 30, 2018 2017 2018 2017 (unaudited) (unaudited) Loss for the period (3,810,277 ) (5,087,526 ) (1,962,483 ) (2,557,201 ) Cash dividend on Series A Preferred Stock (8,970 ) (6,714 ) (4,270 ) (2,014 ) Stock dividend on Series B Preferred Stock (585,321 ) (491,668 ) (305,162 ) (245,637 ) Stock dividend on Series C Preferred Stock (467,433 ) (276,574 ) (243,700 ) (160,588 ) Loss for the period attributable to common stockholders (4,872,001 ) (5,862,482 ) (2,515,615 ) (2,965,440 ) Number of shares Number of shares Six-month period ended June 30, Three-month period ended June 30, 2018 2017 2018 2017 Number of shares: Common shares used in computing basic income (loss) per share 7,290,123 6,116,366 7,555,761 6,205,104 Common shares used in computing diluted income (loss) per share 7,290,123 6,116,366 7,555,761 6,203,104 Total weighted average number of common shares related to outstanding convertible Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share (*) 27,017,190 19,868,112 26,274,884 21,001,400 (*) All outstanding convertible Preferred Stock, stock options and warrants have been excluded from the calculation of the diluted net loss per share for all the reported periods, because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS On July 13, 2018, July 27, 2018 and August 10, 2018 the Company received aggregate gross proceeds of $2,632,000 in the seventh, eighth and ninth closing of the private placement of its securities from eleven accredited investors. The Company issued to the investors an aggregate of 584,889 Series D Units of the Company, each consisting of (a) one share of the Company’s Common Stock, (b) a five year warrant to purchase, at an exercise price of $4.50 per share, one share of Common Stock, (c) a five year warrant to purchase, at an exercise price of $5.75 per share, one share of Common Stock, and (d) a five year warrant to purchase, at an exercise price of $7.75 per share, one share of Common Stock. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | A. Basis of presentation Accounting Principles The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission (“SEC”) on March 30, 2018. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature. The results for the six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any other interim period or for any future period. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. Significant intercompany balances and transactions have been eliminated in consolidation. |
Warrants with Down-Round Protection | B. Warrants with down-round protection The Company has determined its derivative warrant liability with respect to the remaining Series A Warrants and warrants issued to its placement agent as part of the Series A Unit offering, the Series B Unit offering, Series C Unit offering and the Series D Unit offering to be a Level 3 fair value measurement and has used the option pricing model (“OPM”) to calculate its fair value. Because the warrants contain a down round protection feature, the probability that the exercise price of the warrants would decrease as the stock price decreased was incorporated into the valuation calculations. The changes in the fair value of the Level 3 liability are as follows (in US dollars): Warrants with down-round Protection June 30, 2018 2017 (unaudited) Balance, Beginning of the period 768,249 681,970 Warrants issued as consideration for placement services 179,232 273,650 Change in fair value Warrants with Down-Round Protection (160,028 ) (191,075 ) Balance, End of period 787,453 764,545 The key inputs used in the fair value calculations were as follows: June 30, 2018 2017 Dividend yield (%) - - Expected volatility (%) (*) 56.59 56.59 Risk free interest rate (%) 1.31 0.92 Expected term of options (years) 1.50-4.94 0.70-4.98 Exercise price (US dollars) 4.50 - 7.75 4.50, 7.75 Share price (US dollars) (**) 2.45 2.38 Fair value (US dollars) 0.06-0.81 0.06-0.76 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on a sample of 254 companies operating in the Healthcare Products industry. (**) The Common Stock price, per share reflects the Company’s management’s estimation of the fair value per share of Common Stock as of June 30, 2018 and 2017. In reaching its estimation for such periods, management considered, among other things, a valuation prepared by a third-party valuation firm following the issuance of the Series D Units and the Series C Units, as applicable to each reporting period. The below chart reflects the Fair Value for each of the warrants with down-round protection that were outstanding as of June 30, 2018 in US dollars, except for Total quantity. Andrew Garrett, Inc. (“AGI”) - Series A AGI - Series B AGI - Series C Placement Agent - Series D Total quantity 364,071 566,897 844,605 286,400 Exercise price 4.5 4.5, 7.75 4.5, 7.75 4.5, 5.75, 7.75 Fair value 0.22 0.06 – 0.24 0.22 – 0.69 0.44 – 0.81 |
Revenue Recognition | C. Revenue recognition The company recognize revenues from sales of the GlucoTrack® model DF-F and personal ear-clips (“PECs”) when control is transferred to the customer and collectability is probable. |
Recently Issued Accounting Pronouncements | D. Recently issued accounting pronouncements 1. Accounting Standard Update 2014-09, “Revenue from Contracts with Customers” Commencing January 1, 2018 the Company adopted Accounting Standard Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 also requires entities to disclose sufficient information, both quantitative and qualitative, to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. An entity should apply the amendments in ASU 2014-09 using one of the following two methods: 1. Retrospectively to each prior reporting period presented with a possibility to elect certain practical expedients, or, 2. Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. If an entity elects the latter transition method, it also should provide certain additional disclosures. During 2016, the FASB issued several Accounting Standard Updates (“ASUs”) that focus on certain implementation issues of the new revenue recognition guidance including Narrow-Scope Improvements, Practical Expedients and technical corrections. In accordance with an amendment to ASU 2014-09, introduced by Accounting Standard 2015-14, “Revenue from contracts with Customers – Deferral of the Effective Date”, for a public entity, the amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period (the first quarter of fiscal year 2018 for the Company). Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Since the company did not report significant revenues, the adoption of ASU 2014-09 did not have a significant impact on its consolidated financial statements. See also NOTE 2C above. 2. Accounting Standard Update (ASU) No. 2017-11, “ Earnings Per Share” In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Among others, Part I of ASU 2017-11 simplifies the accounting for certain financial instruments with down round features, which is a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. Current accounting guidance creates cost and complexity for organizations that issue financial instruments with down round features by requiring, on an ongoing basis, fair value measurement of the entire instrument or conversion option. ASU 2017-11 require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. ASU 2017-11 also addresses navigational concerns within the FASB Accounting Standards Codification related to an indefinite deferral available to private companies. The provisions of the new ASU related to down rounds are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (fiscal 2019 for the Company). Early adoption is permitted for all entities. The Company is evaluating the impact of ASU 2017-11 on its financial statements. Although this process has not been completed, managements believes that its provisions might impact the accounting of the financial instruments issued by the Company that include down-round protection. See also NOTE 2B above. 3. Accounting Standard Update 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued Accounting Standard Update 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07). ASU 2018-07 aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 will be measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the goods has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share-based payment awards will be measured at the grant date. With respect to awards with performance conditions, ASU 2018-07 concludes that, consistent with the accounting for employee share-based payment awards, an entity will consider the probability of satisfying performance conditions when nonemployee share-based payment awards contain such conditions. ASU 2018-07 also requires that the classification of equity classified nonemployee share-based payment awards will continue to be subject to the requirements of Topic 718 unless the award was modified after the goods has been delivered, the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing goods or services. This eliminates the requirement to reassess classification of such awards upon vesting. In addition, ASU 2018-07 includes certain Non-public Entity-Specific Amendments. ASU 2018-07 is effective for Public entities in annual periods beginning after 15 December 2018, and interim periods within those years (first quarter of 2019 for the Company). Early adoption is permitted, including in an interim period, but not before an entity adopts the new revenue guidance (which was adopted by the Company in its interim financial statements for 2018). An entity should only remeasure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Upon transition, the entity is required to measure these nonemployee awards at fair value as of the adoption date. The Company is evaluating the impact of ASU 2018-07 on its financial statements. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Changes in Fair Value of Level 3 Liability | The changes in the fair value of the Level 3 liability are as follows (in US dollars): Warrants with down-round Protection June 30, 2018 2017 (unaudited) Balance, Beginning of the period 768,249 681,970 Warrants issued as consideration for placement services 179,232 273,650 Change in fair value Warrants with Down-Round Protection (160,028 ) (191,075 ) Balance, End of period 787,453 764,545 |
Schedule of Calculations of Fair Value Assumptions | The key inputs used in the fair value calculations were as follows: June 30, 2018 2017 Dividend yield (%) - - Expected volatility (%) (*) 56.59 56.59 Risk free interest rate (%) 1.31 0.92 Expected term of options (years) 1.50-4.94 0.70-4.98 Exercise price (US dollars) 4.50 - 7.75 4.50, 7.75 Share price (US dollars) (**) 2.45 2.38 Fair value (US dollars) 0.06-0.81 0.06-0.76 (*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on a sample of 254 companies operating in the Healthcare Products industry. (**) The Common Stock price, per share reflects the Company’s management’s estimation of the fair value per share of Common Stock as of June 30, 2018 and 2017. In reaching its estimation for such periods, management considered, among other things, a valuation prepared by a third-party valuation firm following the issuance of the Series D Units and the Series C Units, as applicable to each reporting period. |
Schedule of Fair Value of Warrants with Down Round Protection | The below chart reflects the Fair Value for each of the warrants with down-round protection that were outstanding as of June 30, 2018 in US dollars, except for Total quantity. Andrew Garrett, Inc. (“AGI”) - Series A AGI - Series B AGI - Series C Placement Agent - Series D Total quantity 364,071 566,897 844,605 286,400 Exercise price 4.5 4.5, 7.75 4.5, 7.75 4.5, 5.75, 7.75 Fair value 0.22 0.06 – 0.24 0.22 – 0.69 0.44 – 0.81 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | US dollars June 30, 2018 December 31, 2017 (unaudited) Raw materials 13,963 12,734 Work in process 1,562,223 1,556,256 Finished products 67,862 144,493 1,644,048 1,713,483 Less – provision for slow moving inventory (756,134 ) (756,134 ) 887,914 957,349 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | US dollars June 30, 2018 December 31, 2017 (unaudited) Employees and related institutions 318,411 336,783 Accrued expenses and other 1,266,463 929,171 1,584,874 1,265,954 |
Financing Income, Net (Tables)
Financing Income, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of Financing Income, Net | US dollars US dollars Six-month period ended June 30, Three-month period ended June 30, 2018 2017 2018 2017 (unaudited) (unaudited) Israeli CPI linkage difference on principal of loans from stockholders 1,963 (26 ) 1,052 (1,393 ) Exchange rate differences (5,621 ) (17,194 ) 8,006 (6,720 ) Change in fair value of warrants with down round protection 160,028 191,075 82,081 106,976 Interest expenses on credit from banks and other (6,302 ) (13,687 ) (3,086 ) (7,970 ) Late fee penalty of dividend payments (44,280 ) - (44,280 ) - 105,788 160,168 43,773 90,893 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Loss and Weighted Average Number of Shares | The loss and the weighted average number of shares used in computing basic and diluted loss per share for the six and three month periods ended June 30, 2018 and 2017 are as follows: US dollars US dollars Six-month period ended June 30, Three-month period ended June 30, 2018 2017 2018 2017 (unaudited) (unaudited) Loss for the period (3,810,277 ) (5,087,526 ) (1,962,483 ) (2,557,201 ) Cash dividend on Series A Preferred Stock (8,970 ) (6,714 ) (4,270 ) (2,014 ) Stock dividend on Series B Preferred Stock (585,321 ) (491,668 ) (305,162 ) (245,637 ) Stock dividend on Series C Preferred Stock (467,433 ) (276,574 ) (243,700 ) (160,588 ) Loss for the period attributable to common stockholders (4,872,001 ) (5,862,482 ) (2,515,615 ) (2,965,440 ) Number of shares Number of shares Six-month period ended June 30, Three-month period ended June 30, 2018 2017 2018 2017 Number of shares: Common shares used in computing basic income (loss) per share 7,290,123 6,116,366 7,555,761 6,205,104 Common shares used in computing diluted income (loss) per share 7,290,123 6,116,366 7,555,761 6,203,104 Total weighted average number of common shares related to outstanding convertible Preferred Stock, options and warrants excluded from the calculations of diluted income (loss) per share (*) 27,017,190 19,868,112 26,274,884 21,001,400 (*) All outstanding convertible Preferred Stock, stock options and warrants have been excluded from the calculation of the diluted net loss per share for all the reported periods, because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive. |
General (Details Narrative)
General (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Accumulated deficit | $ 52,240,613 | $ 47,368,612 | |
Stockholder's deficit | 16,984,761 | $ 16,574,933 | |
Proceeds from issuance of common stock, net of issuance expenses | $ 1,100,140 | ||
Common stock par value | $ 0.001 | $ 0.001 | |
Series D Units [Member] | |||
Proceeds from issuance of common stock, net of issuance expenses | $ 2,418,490 | ||
Number of shares issued during period | 621,556 | ||
Common stock par value | $ 0.001 | ||
Series D Units [Member] | Exercise Price One [Member] | |||
Warrant term | 5 years | ||
Warrant exercise price | $ 4.50 | ||
Series D Units [Member] | Exercise Price Two [Member] | |||
Warrant term | 5 years | ||
Warrant exercise price | $ 5.75 | ||
Series D Units [Member] | Exercise Price Three [Member] | |||
Warrant term | 5 years | ||
Warrant exercise price | $ 7.75 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Schedule of Changes in Fair Value of Level 3 Liability (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Accounting Policies [Abstract] | ||
Balance, Beginning of the period | $ 768,249 | $ 681,970 |
Warrants issued as consideration for placement services | 179,232 | 273,650 |
Change in fair value Warrants with Down-Round Protection | (160,028) | (191,075) |
Balance, End of period | $ 787,453 | $ 764,545 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Schedule of Calculations of Fair Value Assumptions (Details) - Valuation Technique, Option Pricing Model [Member] - $ / shares | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Dividend Yield [Member] | |||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | |
Expected Volatility [Member] | |||
Fair value assumptions, measurement input, percentages | [1] | 56.59% | 56.59% |
Risk Free Interest Rate [Member] | |||
Fair value assumptions, measurement input, percentages | 1.31% | 0.92% | |
Expected Term of Options [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, term | 1 year 6 months | 8 months 12 days | |
Expected Term of Options [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, term | 4 years 11 months 8 days | 4 years 11 months 23 days | |
Exercise Price [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, per share | $ 4.50 | $ 4.50 | |
Exercise Price [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, per share | 7.75 | 7.75 | |
Share Price [Member] | |||
Fair value assumptions, measurement input, per share | [2] | 2.45 | 2.38 |
Fair Value [Member] | Minimum [Member] | |||
Fair value assumptions, measurement input, per share | 0.06 | 0.06 | |
Fair Value [Member] | Maximum [Member] | |||
Fair value assumptions, measurement input, per share | $ 0.81 | $ 0.76 | |
[1] | Due to the low trading volume of the Company's Common Stock, the expected volatility was based on a sample of 254 companies operating in the Healthcare Products industry. | ||
[2] | The Common Stock price, per share reflects the Company's management's estimation of the fair value per share of Common Stock as of June 30, 2018 and 2017. In reaching its estimation for such periods, management considered, among other things, a valuation prepared by a third-party valuation firm following the issuance of the Series D Units and the Series C Units, as applicable to each reporting period. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Schedule of Fair Value of Warrants with Down Round Protection (Details) | Jun. 30, 2018$ / sharesshares |
Andrew Garrett Inc - Series A [Member] | |
Total quantity | shares | 364,071 |
Exercise price | $ 4.5 |
Fair value | $ 0.22 |
Andrew Garrett Inc - Series B [Member] | |
Total quantity | shares | 566,897 |
Andrew Garrett Inc - Series B [Member] | Minimum [Member] | |
Fair value | $ 0.06 |
Andrew Garrett Inc - Series B [Member] | Maximum [Member] | |
Fair value | 0.24 |
Andrew Garrett Inc - Series B [Member] | Exercise Price One [Member] | |
Exercise price | 4.5 |
Andrew Garrett Inc - Series B [Member] | Exercise Price Two [Member] | |
Exercise price | $ 7.75 |
Andrew Garrett Inc - Series C [Member] | |
Total quantity | shares | 844,605 |
Andrew Garrett Inc - Series C [Member] | Minimum [Member] | |
Fair value | $ 0.22 |
Andrew Garrett Inc - Series C [Member] | Maximum [Member] | |
Fair value | 0.69 |
Andrew Garrett Inc - Series C [Member] | Exercise Price One [Member] | |
Exercise price | 4.5 |
Andrew Garrett Inc - Series C [Member] | Exercise Price Two [Member] | |
Exercise price | $ 7.75 |
Placement Agent - Series D [Member] | |
Total quantity | shares | 286,400 |
Placement Agent - Series D [Member] | Minimum [Member] | |
Fair value | $ 0.44 |
Placement Agent - Series D [Member] | Maximum [Member] | |
Fair value | 0.81 |
Placement Agent - Series D [Member] | Exercise Price One [Member] | |
Exercise price | 4.5 |
Placement Agent - Series D [Member] | Exercise Price Two [Member] | |
Exercise price | 5.75 |
Placement Agent - Series D [Member] | Exercise Price Three [Member] | |
Exercise price | $ 7.75 |
Recent Events (Details Narrativ
Recent Events (Details Narrative) - USD ($) | Apr. 02, 2018 | Feb. 15, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Apr. 07, 2017 |
Proceeds from issuance of Common Stock | $ 1,100,140 | ||||
Proceeds from issuance of warrants | 1,318,350 | ||||
Minimum [Member] | Amendment To Incentive Plan [Member] | |||||
Number of shares authorised | 1,000,000 | ||||
Minimum [Member] | Another Amendment To Incentive Plan [Member] | |||||
Number of shares authorised | 5,625,000 | ||||
Maximum [Member] | Amendment To Incentive Plan [Member] | |||||
Number of shares authorised | 5,625,000 | ||||
Maximum [Member] | Another Amendment To Incentive Plan [Member] | |||||
Number of shares authorised | 7,000,000 | ||||
Series D Units [Member] | |||||
Proceeds from issuance of Common Stock | $ 2,418,490 | ||||
Number of shares issued during period | 621,556 | ||||
Warrants Units exercisable for an common stock | 2,148,000 | ||||
Proceeds from issuance of warrants | $ 179,232 | ||||
Series D Units [Member] | Exercise Price One [Member] | |||||
Warrant term | 5 years | ||||
Warrants to purchase common stock | 124,311 | ||||
Warrant exercise price | $ 4.50 | ||||
Series D Units [Member] | Exercise Price Two [Member] | |||||
Warrant term | 5 years | ||||
Warrants to purchase common stock | 62,156 | ||||
Warrant exercise price | $ 5.75 | ||||
Series D Units [Member] | Exercise Price Three [Member] | |||||
Warrant term | 5 years | ||||
Warrants to purchase common stock | 62,156 | ||||
Warrant exercise price | $ 7.75 | ||||
Series D Units [Member] | Placement Agent Agreement [Member] | |||||
Percentage of units sold | 0.10 | ||||
Non-accountable expense allowance percentage | 3.00% | ||||
Non-qualified Stock Option [Member] | Employees [Member] | |||||
Stock option term | 10 years | ||||
Number of common stock options issued | 15,000 | 767,500 | |||
Stock option exercise price | $ 4.50 | $ 4.50 | |||
Fair value of stock options | $ 14,897 | $ 762,210 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 13,963 | $ 12,734 |
Work in process | 1,562,223 | 1,556,256 |
Finished products | 67,862 | 144,493 |
Total | 1,644,048 | 1,713,483 |
Less - provision for slow moving inventory | (756,134) | (756,134) |
Inventory, net | $ 887,914 | $ 957,349 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Employees and related institutions | $ 318,411 | $ 336,783 |
Accrued expenses and other | 1,266,463 | 929,171 |
Total other current liabilities | $ 1,584,874 | $ 1,265,954 |
Financing Income, Net - Schedul
Financing Income, Net - Schedule of Financing Income, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | ||||
Israeli CPI linkage difference on principal of loans from stockholders | $ 1,052 | $ (1,393) | $ 1,963 | $ (26) |
Exchange rate differences | 8,006 | (6,720) | (5,621) | (17,194) |
Change in fair value of Warrants with down round protection | 82,081 | 106,976 | 160,028 | 191,075 |
Interest expenses on credit from banks and other | (3,086) | (7,970) | (6,302) | (13,687) |
Late fee penalty of dividend payments | (44,280) | (44,280) | ||
Financing income, net | $ 43,773 | $ 90,893 | $ 105,788 | $ 160,168 |
Loss Per Share - Schedule of Lo
Loss Per Share - Schedule of Loss and Weighted Average Number of Shares (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Loss for the period | $ (1,962,483) | $ (2,557,201) | $ (3,810,277) | $ (5,087,526) | |
Loss for the period attributable to common stockholders | $ (2,515,615) | $ (2,965,440) | $ (4,872,001) | $ (5,862,482) | |
Common shares used in computing basic income (loss) per share | 7,555,761 | 6,205,104 | 7,290,123 | 6,116,366 | |
Common shares used in computing diluted income (loss) per share | 7,555,761 | 6,205,104 | 7,290,123 | 6,116,366 | |
Total weighted average number of common shares related to outstanding convertible preferred stock, options and warrants excluded from the calculations of diluted loss per share | [1] | 26,274,884 | 21,001,400 | 27,017,190 | 19,868,112 |
Series A Preferred Stock [Member] | |||||
Dividend on Preferred Stock | $ (4,270) | $ (2,014) | $ (8,970) | $ (6,714) | |
Series B Preferred Stock [Member] | |||||
Dividend on Preferred Stock | (305,162) | (245,637) | (585,321) | (491,668) | |
Series C Preferred Stock [Member] | |||||
Dividend on Preferred Stock | $ (243,700) | $ (160,588) | $ (467,433) | $ (276,574) | |
[1] | All outstanding convertible Preferred Stock, stock options and warrants have been excluded from the calculation of the diluted net loss per share for all the reported periods, because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Aug. 10, 2018 | Jul. 27, 2018 | Jul. 13, 2018 | Jul. 26, 2018 |
Common Stock [Member] | ||||
Number of shares units issued | 584,889 | 584,889 | 584,889 | |
Warrant One [Member] | ||||
Warrant term | 5 years | 5 years | 5 years | |
Warrants exercise price per share | $ 4.50 | $ 4.50 | $ 4.50 | |
Warrant Two [Member] | ||||
Warrant term | 5 years | 5 years | 5 years | |
Warrants exercise price per share | $ 5.75 | $ 5.75 | 5.75 | |
Warrant Three [Member] | ||||
Warrant term | 5 years | 5 years | 5 years | |
Warrants exercise price per share | $ 7.75 | $ 7.75 | $ 7.75 | |
Seven Accredited Investors [Member] | ||||
Gross proceeds from private placement | $ 2,632,000 | $ 2,632,000 | $ 2,632,000 |