Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended |
Mar. 31, 2014 | |
Document Information [Line Items] | ' |
Document Type | 'S-1 |
Amendment Flag | 'false |
Document Period End Date | 31-Mar-14 |
Entity Registrant Name | 'CELL SOURCE, INC. |
Entity Central Index Key | '0001569340 |
Entity Filer Category | 'Smaller Reporting Company |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' | ' |
Cash | $936,086 | $28,878 | $161,323 |
Prepaid expenses | 96,150 | 0 | ' |
Total Current Assets | 1,032,236 | 28,878 | ' |
Other Assets | 143,686 | 63,337 | 35,832 |
Total Assets | 1,175,922 | 92,215 | 197,155 |
Current Liabilities | ' | ' | ' |
Accounts payable and accrued expenses | 167,052 | 558,349 | 48,177 |
Derivative liabilities | 1,376,500 | 231,200 | 38,300 |
Covertible notes net of debt discount of $— and $43,167 at December 31, 2013 and 2012, respectively | ' | 0 | 258,039 |
Total Current Liabilities | 1,543,552 | 789,549 | 344,516 |
Commitments and Contingencies | ' | 0 | 0 |
Stockholders' Deficit | ' | ' | ' |
Common shares of $0.01 par value: 50,000,000 shares authorized; 17,152,185 and 14,155,190 and 12,763,818 shares issued and outstanding at March 31, 2014 and December 31, 2013 and 2012, respectively | 171,522 | 141,552 | 127,637 |
Additional paid-in capital | 4,222,101 | 3,102,125 | 1,882,363 |
Accumulated deficit | -4,761,253 | -3,941,011 | -2,157,361 |
Total Stockholders’ Deficit | -367,630 | -697,334 | -147,361 |
Total Liabilities and Stockholders’ Deficit | $1,175,922 | $92,215 | $197,155 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parentheticals) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.01 | $0.01 | $0.01 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 17,152,185 | 14,155,190 | 12,763,818 |
Common Stock, Shares, Outstanding | 17,152,185 | 14,155,190 | 12,763,818 |
Debt Instrument, Unamortized Discount (in dollars) | ' | $0 | $43,167 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues | $0 | $0 | $0 | $0 |
Operating Expenses | ' | ' | ' | ' |
Research and development | -536,775 | -179,246 | -1,135,513 | -1,219,515 |
General and administrative | -235,967 | -48,753 | -319,857 | -447,264 |
Total Operating Expenses | -772,742 | -227,999 | -1,455,370 | -1,666,779 |
Operating Loss | -772,742 | -227,999 | -1,455,370 | -1,666,779 |
Interest Expense | 0 | -34,533 | -681,780 | -8,633 |
Change in Fair Value of Derivative Liability | -47,500 | 10,200 | 353,500 | 13,500 |
Net Loss | ($820,242) | ($252,332) | ($1,783,650) | ($1,661,912) |
Loss Per Share - Basic and Diluted (in dollars per share) | $0.05 | $0.02 | ($0.14) | ($0.14) |
Weighted Average Number of Shares Outstanding (in shares) | 17,304,524 | 12,763,818 | 13,168,636 | 12,067,243 |
STATEMENTS_OF_STOCKHOLDERS_DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] |
Balance at Dec. 31, 2011 | $704,551 | $105,137 | $1,094,863 | ($495,449) |
Balance (in shares) at Dec. 31, 2011 | ' | 10,513,818 | ' | ' |
Issuance of common stock for cash | 810,000 | 22,500 | 787,500 | 0 |
Issuance of common stock for cash (in shares) | 2,250,000 | 2,250,000 | ' | ' |
Reclassification of detachable warrants to derivative liability | 0 | ' | ' | ' |
Forgiveness of Accrued Interest | 0 | ' | ' | ' |
Net loss | -1,661,912 | 0 | 0 | -1,661,912 |
Balance at Dec. 31, 2012 | -147,361 | 127,637 | 1,882,363 | -2,157,361 |
Balance (in shares) at Dec. 31, 2012 | ' | 12,763,818 | ' | ' |
Issuance of Common Stock and Warrants Value For Cash | 551,497 | 7,354 | 544,143 | 0 |
Issuance of Common Stock and Warrants For Cash (in shares) | ' | 735,327 | ' | ' |
Reclassification of detachable warrants to derivative liability | -231,200 | 0 | -231,200 | 0 |
Forgiveness of Accrued Interest | 15,300 | 0 | 15,300 | 0 |
Issuance of common stock for settlement of convertible notes | 821,090 | 26,999 | 794,091 | 0 |
Issuance of common stock for settlement of convertible notes (in Shares) | ' | 2,699,880 | ' | ' |
Exchange of common stock for warrants to founders | 0 | -20,438 | 20,438 | 0 |
Exchange of common stock for warrants to founders (in shares) | ' | -2,043,835 | ' | ' |
Contribution of services by officers for no consideration | 76,990 | 0 | 76,990 | 0 |
Net loss | -1,783,650 | 0 | 0 | -1,783,650 |
Balance at Dec. 31, 2013 | -697,334 | 141,552 | 3,102,125 | -3,941,011 |
Balance (in shares) at Dec. 31, 2013 | ' | 14,155,190 | ' | ' |
Issuance of common stock for cash | 2,247,746 | ' | ' | ' |
Issuance of common stock for cash (in shares) | 2,996,995 | ' | ' | ' |
Issuance of Common Stock and Warrants Value For Cash | 2,247,746 | 29,970 | 2,217,776 | 0 |
Issuance of Common Stock and Warrants For Cash (in shares) | ' | 2,996,995 | ' | ' |
Reclassification of detachable warrants to derivative liability | -1,097,800 | 0 | -1,097,800 | ' |
Net loss | -820,242 | 0 | 0 | -820,242 |
Balance at Mar. 31, 2014 | ($367,630) | $171,522 | $4,222,101 | ($4,761,253) |
Balance (in shares) at Mar. 31, 2014 | ' | 17,152,185 | ' | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net loss | ($820,242) | ($252,332) | ($1,783,650) | ($1,661,912) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' |
Contribution of services by officers | ' | ' | 76,990 | 0 |
Forgiveness of Accrued Interest | ' | ' | 15,300 | 0 |
Accretion of debt discount | 0 | 34,533 | 358,367 | 8,633 |
Change in Fair Value of Derivative Liability | 47,500 | -10,200 | -353,500 | -13,500 |
Interest Expense | ' | ' | 309,885 | 0 |
Changes in assets and liabilities: | ' | ' | ' | ' |
(Increase) decrease in other assets | -80,349 | 12,695 | -27,505 | 82,188 |
(Increase) decrease in prepaid expenses | -96,149 | 0 | ' | ' |
(Decrease) increase in accrued expenses and other liabilities | -391,298 | 31,595 | 510,171 | 49,383 |
Total Adjustments | -520,296 | 68,623 | 889,708 | 126,704 |
Net Cash Used in Operating Activities | -1,340,538 | -183,709 | -893,942 | -1,535,208 |
Cash Flows from Financing Activities | ' | ' | ' | ' |
Proceeds from issuance of convertible loan | 0 | 210,000 | 210,000 | 300,000 |
Proceeds from issuance of common stock and warrants, net | 2,247,746 | 0 | 551,497 | 810,000 |
Net Cash Provided by Financing Activities | 2,247,746 | 210,000 | 761,497 | 1,110,000 |
Increase in Cash | 907,208 | 26,291 | -132,445 | -425,208 |
Cash - Beginning of period | 28,878 | 161,323 | 161,323 | 586,531 |
Cash - End of period | 936,086 | 187,614 | 28,878 | 161,323 |
Supplemental Disclosures of Cash Flow Information: | ' | ' | ' | ' |
Cash paid for income taxes | 0 | 0 | 0 | 0 |
Cash paid for interest expense | 0 | 0 | 0 | 0 |
Non-cash investing and financing transactions: | ' | ' | ' | ' |
Issuance of common stock for settlement of debt | ' | ' | 511,206 | 0 |
Reclassification of detachable warrants to derivative liability | $1,097,800 | $0 | $231,200 | $0 |
ORGANIZATION_AND_NATURE_OF_BUS
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Nature of Operations [Text Block] | ' | ' |
Note 1 - Organization and Nature of Business | Note 1 - Organization and Nature of Business | |
Cell Source Limited ("the Company") was incorporated on September 15, 2011 under the General Corporation Law of Israel to engage in the research and development of cell therapy treatments and a new source of human organs based on research performed at the Weizman Institute of Science in Israel. The Company’s operations and corporate headquarters are located in Israel. | Cell Source Limited ("the Company") was incorporated on September 15, 2011 under the General Corporation Law of Israel to engage in the research and development of cell therapy treatments and a new source of human organs based on research performed at the Weizman Institute of Science in Israel. The Company’s operations and corporate headquarters are located in Israel. | |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure Text Block [Abstract] | ' |
Basis of Accounting [Text Block] | ' |
Note 2 - Basis of Presentation | |
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. The interim condensed financial statements should be read in connection with the audited financial statements and footnotes for the year ended December 31, 2013. | |
GOING_CONCERN
GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Going Concern [Abstract] | ' | ' |
Going Concern [Text Block] | ' | ' |
Note 3 - Going Concern | Note 2 - Going Concern | |
The Company has not generated any revenues since its inception, has recurring net losses, a working capital deficiency as of March 31, 2014 and December 31, 2013 of approximately $511,000 and $761,000, respectively, and used cash in operations of approximately $1,340,500 and $183,700 for the three months ended March 31, 2014 and 2013, respectively. In addition, the Company has an accumulated deficit of approximately $4,761,000 from inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | The Company has not generated any revenues since its inception, has recurring net losses, and a working capital deficit as of December 31, 2013 and 2012 of approximately $761,000 and $183,200, respectively, and used cash in operations of approximately $894,000 and $1,535,000 for the years ended December 31, 2013 and 2012, respectively. In addition, the Company has an accumulated deficit from inception of approximately $3,941,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |
The financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. The ability of the Company to continue its operations is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. If the Company were not to continue as a going concern, it would likely not be able to realize on its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements. | The financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. The ability of the Company to continue its operations is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. If the Company were not to continue as a going concern, it would likely not be able to realize on its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements. | |
There can be no assurances that the Company will be successful in generating additional cash from equity or other sources to be used for operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets if necessary. | There can be no assurances that the Company will be successful in generating additional cash from equity or other sources to be used for operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets if necessary. | |
SHARE_EXCHANGE_TRANSACTION
SHARE EXCHANGE TRANSACTION | 12 Months Ended |
Dec. 31, 2013 | |
Share Exchange Transaction [Abstract] | ' |
Share Exchange Transaction Disclosure [Text Block] | ' |
Note 3 – Share Exchange Transaction | |
On June 30, 2014, Ticket to See, Inc. (“TTSE”) entered into an Acquisition and Share Exchange Agreement with the Company. Upon the terms and subject to the conditions of the agreement, at the effective date of the share exchange, the Company was merged with and into TSTE, with TSTE continuing as the surviving corporation. | |
At the closing date, TSTE acquired 100% of the issued and outstanding shares of the Company. At the effective date of the share exchange, each share of the Company's common stock was cancelled and converted automatically into the right to receive common shares of TSTE for an aggregate of 18,245,923 shares common shares of Cell Source Limited, which constituted 78.5% of the post-acquisition outstanding shares of TSTE’s stock at the end of the share exchange. TSTE’s existing shareholders retained a total of 5,000,000 shares of TSTE’s stock, which constituted 21.5% of the post-acquisition outstanding shares of TSTE. Post-acquisition and after share exchange, there was a total of 23,245,923 issued and outstanding shares of TSTE stock, which was recorded as a recapitalization of TSTE. | |
For accounting purposes, the transaction described above will be treated as a recapitalization of the Company, the accounting acquirer, because the Company shareholders own the majority of TSTE’s outstanding common stock following the transaction and exercise significant influence over the operating and financial policies of the consolidated entity. TSTE was a non-operating company prior to the share exchange. Pursuant to Securities and Exchange Commission rules, the merger or acquisition of a private operating company into a non-operating public company with nominal net assets is considered a capital transaction in substance, rather than a business combination. | |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended | ||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ' | ||||||||||||
Significant Accounting Policies [Text Block] | ' | ' | ||||||||||||
Note 4 - Significant Accounting Policies | Note 4 - Significant Accounting Policies | |||||||||||||
Use of Estimates | Use of Estimates | |||||||||||||
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. | The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. | |||||||||||||
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates, among other things, are used in accounting for allowances for deferred income taxes, contingencies, as well as the recording and presentation of its common stock and related warrant issuances. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions. | Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates, among other things, are used in accounting for valuation allowances for deferred income taxes, contingencies, as well as the recording and presentation of convertible notes and the embedded conversion feature and common stock and related warrants issuances. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions. | |||||||||||||
Research and Development Costs | Cash and Cash Equivalents | |||||||||||||
Research and development costs are expensed as they are incurred and consist of salaries, stock-based compensation benefits and other personnel related costs, fees paid to consultants, clinical trials and related clinical manufacturing costs, license and milestone fees, and facilities and overhead costs. For the three months ended March 31, 2014 and 2013, the Company has recorded a charge of research and development of approximately $537,000 and $179,000, respectively. | The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2013 and 2012, the Company did not have any cash equivalents. | |||||||||||||
Loss Per Share | Income Taxes | |||||||||||||
Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted loss per share includes the effect of dilutive common stock equivalents from the assumed exercise of warrants. Common stock equivalents were excluded from the computation of diluted loss per share since their inclusion would be anti-dilutive. Total shares issuable upon the exercise of warrants as of March 31, 2014 and 2013 were as follows: | The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Income tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. | |||||||||||||
March 31, | Research and Development Costs | |||||||||||||
2014 | 2013 | |||||||||||||
Research and development costs are expensed as they are incurred and consist of salaries, stock-based compensation benefits and other personnel related costs, fees paid to consultants, clinical trials and related clinical manufacturing costs, license and milestone fees, and facilities and overhead costs. For the years ended December 31, 2013 and 2012 the Company has recorded a charge of research and development of approximately $1,135,500 and $1,219,500, respectively. | ||||||||||||||
Warrants | 5,809,494 | — | ||||||||||||
Loss Per Share | ||||||||||||||
For the three months ended March 31, 2014, 2,043,835 warrants were included in loss per share because their exercise price was determined to be nominal. | ||||||||||||||
Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted loss per share includes the effect of dilutive common stock equivalents from the assumed exercise of warrants and convertible debt. Common stock equivalents would be excluded from the computation of diluted loss per share since their inclusion would be anti-dilutive. Total shares issuable upon the exercise of warrants and convertible debt as of December 31, 2013 and 2012, were comprised as follows: | ||||||||||||||
Derivative Financial Instruments | ||||||||||||||
December 31, | ||||||||||||||
In connection with the issuance of certain convertible promissory notes, the terms of the convertible notes included an embedded conversion feature; which provided for a conversion of the convertible notes into shares of common stock at a rate which was determined to be variable. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 “Derivatives and Hedging” | 2013 | 2012 | ||||||||||||
Warrants | 2,812,499 | — | ||||||||||||
The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. | Convertible notes | — | 643,199 | |||||||||||
The fair value of an embedded conversion option that is convertible into at variable amount of shares and warrants that include price protection reset provision features are deemed to be a “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. | Total | 2,812,499 | 643,199 | |||||||||||
The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes Method to be materially the same. The Black-Scholes option valuation model is used to estimate the fair value of the warrants granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted. | For the year ended December 31, 2013, 2,043,835 warrants were included in loss per share because their exercise price was determined to be nominal. | |||||||||||||
Recent Accounting Standards | Fair Value of Financial Instruments | |||||||||||||
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.” This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and shareholders’ deficit, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company has elected to adopt this ASU effective with this Annual Financial Statements and its adoption resulted in the removal of all development stage disclosures. | Financial instruments consist of cash, accounts payable, accrued expenses, convertible debt and derivative liabilities. The Company determines the estimated fair value of such financial instruments presented in these financial statements using available market information and appropriate methodologies. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short term nature, except derivative instruments which are marked to market at the end of each reporting period. | |||||||||||||
The Company has implemented all new accounting standards that are in effect and may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. | Derivative Financial Instruments | |||||||||||||
Subsequent Events | In connection with the issuance of convertible notes, the terms of the convertible notes included an embedded conversion feature; which provided for a conversion of the convertible notes into shares of common stock at a rate which was determined to be variable. In addition, the Company granted warrants to investors whereby the exercise prices contained price protection reset provisions. The Company determined that the conversion feature and exercise prices were derivative instruments pursuant to ASC 815 “Derivatives and Hedging”. | |||||||||||||
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would require adjustment or disclosure in the condensed financial statements other than disclosed in Note 11. | The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. | |||||||||||||
The fair value of an embedded conversion option that is convertible into at variable amount of shares and warrants that include price protection reset provision features are deemed to be a “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. | ||||||||||||||
The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes Method to be materially the same. The Black-Scholes option valuation model is used to estimate the fair value of the warrants granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted. | ||||||||||||||
Foreign Currency Translation | ||||||||||||||
The New Israeli Shekel is the functional currency of the Company. Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of other comprehensive income. | ||||||||||||||
Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in results of operations. | ||||||||||||||
Translation gains and losses were immaterial for the years ended December 31, 2013 and 2012. The Company recorded approximately $21,000 and $64,000 of transaction losses for the years ended December 31, 2013 and 2012 which have been included in general and administrative expenses, respectively. | ||||||||||||||
Comprehensive Income (Loss) | ||||||||||||||
The Company reports comprehensive income (loss) and its components in its financial statements. Comprehensive income (loss) consists of net loss and foreign currency translation adjustments affecting stockholders’ deficit that, under U.S. GAAP, are excluded from net loss. The differences between net loss as reported and comprehensive income (loss) have historically been immaterial. | ||||||||||||||
Stock Split | ||||||||||||||
On November 11, 2013, the Company’s Board approved a 32-for-1 forward stock split of its common stock, which was approved at a meeting of stockholders held on November 11, 2013. Each share of common stock outstanding immediately prior to the approval date was combined, reclassified and changed into thirty two of fully paid and non-assessable shares of common stock. All common share and common per share information in these financial statements and accompanying notes have been retroactively adjusted to reflect the forward stock split for all periods presented. Simultaneous with the forward stock split the Company increased its authorized shares from 3,800,000 shares to 50,000,000 shares. | ||||||||||||||
Recent Accounting Standards | ||||||||||||||
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.” This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and shareholders’ deficit, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company has elected to adopt this ASU effective with these Annual Financial Statements and its adoption resulted in the removal of all development stage disclosures. | ||||||||||||||
The Company has implemented all new accounting standards that are in effect and may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. | ||||||||||||||
Subsequent Events | ||||||||||||||
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would require adjustment or disclosure in the financial statements other than as disclosed in Note 14. | ||||||||||||||
FAIR_VALUE
FAIR VALUE | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ' | ||||||||||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ' | ||||||||||||||||||||||||
Note 5 - Fair Value | Note 5 - Fair Value | |||||||||||||||||||||||||
The Company determines the estimated fair value of amounts presented in these financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of March 31, 2014 and 2013 and, as of those dates, the carrying value of all amounts approximates fair value. | The Company determines the estimated fair value of amounts presented in these financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of December 31, 2013 and 2012 and, as of those dates, the carrying value of all amounts approximates fair value. | |||||||||||||||||||||||||
The Company has categorized its assets and liabilities at fair value based upon the following fair value hierarchy: | The Company has categorized its assets and liabilities at fair value based upon the following fair value hierarchy: | |||||||||||||||||||||||||
Level 1 - Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | Level 1 - Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |||||||||||||||||||||||||
Level 2 - Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. | Level 2 - Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. | |||||||||||||||||||||||||
Level 3 - Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. | Level 3 - Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. | |||||||||||||||||||||||||
In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability. | In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability. | |||||||||||||||||||||||||
Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category presented in the tables below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. | Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category presented in the tables below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. | |||||||||||||||||||||||||
The following table summarizes the valuation of the Company’s derivatives by the above fair value hierarchy levels as of March 31, 2014 and December 31, 2013 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): | The following table summarizes the valuation of the Company’s investment by the above fair value hierarchy levels as of December 31, 2013 and 2012 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): | |||||||||||||||||||||||||
Quoted Prices | Quoted Prices | |||||||||||||||||||||||||
In Active | Significant | In Active | Significant | |||||||||||||||||||||||
Markets for | Other | Significant | Markets for | Other | Significant | |||||||||||||||||||||
Identical | Observable | Unobservable | Identical | Observable | Unobservable | |||||||||||||||||||||
Liabilities | Inputs | Inputs | Liabilities | Inputs | Inputs | |||||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||
Warrant liability | 1,376,500 | — | — | 1,376,500 | Warrant liability | $ | 231,200 | $ | 231,200 | |||||||||||||||||
Balance - March 31, 2014 | $ | 1,376,500 | $ | — | $ | — | $ | 1,376,500 | Balance - December 31, 2013 | $ | 231,200 | $ | 231,200 | |||||||||||||
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities consist of the tainted warrants as the Company cannot determine if it will have sufficient authorized common stock to settle such arrangements. | Embedded conversion option | $ | 38,300 | $ | 38,300 | |||||||||||||||||||||
Assumptions utilized in the development of Level 3 liabilities as of March 31, 2014 are described as follows: | Balance - December 31, 2012 | $ | 38,300 | $ | 38,300 | |||||||||||||||||||||
Risk-free interest rate | 1.46%-1.73% | Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities consist of derivative liabilities associated with the convertible debt that contains an indeterminable conversion share price and the tainted warrants as the Company cannot determine if it will have sufficient authorized common stock to settle such arrangements. | ||||||||||||||||||||||||
Expected life of grants | 5 years | |||||||||||||||||||||||||
Expected volatility of underlying stock | 165% - 169% | Assumptions utilized in the development of Level 3 liabilities as of and during the year ended December 31, 2013 are described as follows. | ||||||||||||||||||||||||
Dividends | $— | |||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||
The expected stock price volatility for the Company’s stock options was determined by the historical volatilities for industry peers and used an average of those volatilities. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. The expected life was the contractual life. | 2012 | 2013 | ||||||||||||||||||||||||
Risk-free interest rate | 0.05% | 1.75% | ||||||||||||||||||||||||
The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using Level III unobservable inputs during the three months ended March 31, 2014. | Expected life of grants | 0.5 Years | 0.5 - 5 years | |||||||||||||||||||||||
Expected volatility of underlying stock | 98% - 112% | 98% - 117% | ||||||||||||||||||||||||
Warrant | Dividends | $0 | $0 | |||||||||||||||||||||||
Liability | Total | |||||||||||||||||||||||||
The expected stock price volatility for the Company’s stock options was determined by the historical volatilities for industry peers and used an average of those volatilities. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. The expected life was the contractual life. | ||||||||||||||||||||||||||
Balance - December 31, 2013 | $ | 231,200 | $ | 231,200 | ||||||||||||||||||||||
The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using Level III unobservable inputs during the years ended December 31, 2012 and 2013. | ||||||||||||||||||||||||||
Change in fair value of derivative liability | 47,500 | 47,500 | ||||||||||||||||||||||||
Reclassification of warrants to derivative liability | 1,097,800 | 1,097,800 | Embedded | |||||||||||||||||||||||
Warrant | Conversion | |||||||||||||||||||||||||
Balance - March 31, 2014 | $ | 1,376,500 | $ | 1,376,500 | Liability | Feature | Total | |||||||||||||||||||
Balance - January 1, 2012 | $ | — | $ | — | $ | — | ||||||||||||||||||||
The Company’s significant financial instruments such as cash, accounts payable and accrued expenses were deemed to approximate fair value due to their short term nature. | ||||||||||||||||||||||||||
Included in debt discount | — | 51,800 | 51,800 | |||||||||||||||||||||||
Change in fair value of derivative liability | — | -13,500 | -13,500 | |||||||||||||||||||||||
Balance - December 31, 2012 | — | 38,300 | 38,300 | |||||||||||||||||||||||
Included in debt discount | — | $ | 315,200 | 315,200 | ||||||||||||||||||||||
Change in fair value of derivative liability | — | -353,500 | -353,500 | |||||||||||||||||||||||
Reclassification of warrants to derivative liability | 231,200 | — | 231,200 | |||||||||||||||||||||||
Balance - December 31, 2013 | $ | 231,200 | $ | — | $ | 231,200 | ||||||||||||||||||||
The Company’s significant financial instruments such as cash, accounts payable and accrued expenses and convertible notes payable were deemed to be Level 1 as they approximate fair value due to their short term nature. | ||||||||||||||||||||||||||
CONVERTIBLE_NOTES
CONVERTIBLE NOTES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Debt Disclosure [Abstract] | ' | ||
Debt Disclosure [Text Block] | ' | ||
Note 6 - Convertible Notes | |||
During the years ended December 31, 2013 and 2012, the Company has issued convertible notes in the amount of $210,000 and $300,000, respectively. The convertible notes accrue interest at annual interest rates of 6% and mature within six months of original note issuance dates of December 5, 2012, March 5, 2013 and March 24, 2013 respectively and may be prepaid without penalty at any time. | |||
The Convertible Notes are also convertible at any time at the option of the holder into shares of the Company’s common stock at a conversion price ranging from 4% to 8% of the total shares of common stock on a fully diluted basis. Therefore, since this embedded conversion feature provides for the settlement of this convertible note with shares of common stock at a rate which is variable in nature, this embedded conversion feature must be classified and accounted for as a derivative financial instrument. | |||
Generally accepted accounting principles require that: | |||
a) | Derivative financial instruments be recorded at their fair value on the date of issuance and then adjusted to fair value at each subsequent balance sheet date with any change in fair value reported in the statement of operations; and | ||
b) | The classification of derivative financial instruments be reassessed as of each balance sheet date and, if appropriate, be reclassified as a result of events during the reporting period then ended. | ||
The fair value of the embedded conversion feature aggregated to approximately $315,200 and $51,800 for the years ended December 31, 2013 and 2012, respectively, which has been recorded as a debt discount. The debt discount will be amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the straight-line method which approximates the interest method. The amortization of debt discount included as a component of interest expense in the statements of operations for the years ended December 31, 2013 and 2012 was approximately $358,370 and $8,600, respectively. | |||
On November 11, 2013, the Company issued 2,699,880 common shares for settlement of approximately $511,200 of convertible notes which was 770,283 shares in excess of the contractual amount in the conversion provision. The fair value of the shares issued by the Company in excess was $309,890. Accordingly, the Company recorded a charge of this amount to interest expense. (see Note 10). For the year ended December 31, 2013, the note holders forgave approximately $15,300 of interest expense for no consideration and the Company recorded the charge to interest expense as a contribution to equity. | |||
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | ||||||||||||
Payables and Accruals [Abstract] | ' | ' | |||||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | ' | |||||||||||
Note 6 - Accrued Expenses and Accounts Payable | Note 7 – Accounts Payable and Accrued Expenses | ||||||||||||
As of March 31, 2014 accrued expenses consisted of the following: | As of December 31, 2013 and 2012 accrued expenses consisted of the following: | ||||||||||||
Accrued consulting and related expenses | $ | 142,043 | December 31, | ||||||||||
Accrued payroll | 25,009 | 2013 | 2012 | ||||||||||
Accrued consulting expenses and related expenses | $ | 436,348 | $ | — | |||||||||
Total | $ | 167,052 | Professional fees | 109,057 | 30,477 | ||||||||
Accrued payroll | 12,944 | 17,700 | |||||||||||
$ | 558,349 | $ | 48,177 | ||||||||||
CONSULTING_AGREEMENTS_RELATED_
CONSULTING AGREEMENTS - RELATED PARTY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Consulting Agreements Related Party [Abstract] | ' | ' |
Consulting Agreements Related Party Disclosure [Text Block] | ' | ' |
Note 7 - Consulting Agreement – Related Party | Note 8 - Consulting Agreements - Related Party | |
On October 3, 2011, the Company entered into a definitive license agreement and an exclusive option agreement to negotiate a commercial license with Yeda Research and Development Company Ltd. (“Yeda”), a founder and shareholder of the Company. Yeda is the technology transfer and commercial arm of the Weizmann Institute of Science, for research conducted at the Weitzman Institute of Science for an invention comprising methods of bone marrow transplantation and cell therapy utilizing Veto cells. The option to negotiate originally expired on June 20, 2014 and was extended to September 1, 2014. | On October 3, 2011, the Company entered into a definitive license agreement and an exclusive option agreement to negotiate a commercial license with Yeda Research and Development Company Ltd. (“Yeda”), a founder and shareholder of the Company. Yeda is the technology transfer and commercial arm of the Weizmann Institute of Science, for research conducted at the Weitzman Institute of Science for an invention comprising methods of bone marrow transplantation and cell therapy utilizing Veto cells. The option to negotiate originally expired on June 20, 2014 and was extended to September 1, 2014. | |
Under the terms of the agreement, Yeda granted the Company an exclusive worldwide license under the licensed information and the patents for the development, manufacture and sale of the products. In consideration for the grant of the license, the Company has paid and will pay Yeda: (1) on the date of signature of the agreement $210,000; (2) an annual license fee for 3 years in the amount of $800,000 for the period until October 3, 2014; (3) A non-refundable and non-creditable license fee of $50,000 per year during the terms of the agreement, commencing on the first day after the date of termination or expiry of the research period; (4) a royalty of 4% of net future sales by or on behalf of the Company or any sub licensees. | ||
Under the terms of the agreement, Yeda granted the Company an exclusive worldwide license under the licensed information and the patents for the development, manufacture and sale of the products. In consideration for the grant of the license, the Company has paid and will pay Yeda: (1) on the date of signature of the agreement $210,000; (2) an annual license fee for 3 years in the amount of $800,000 for the period until October 3, 2014; (3) A non-refundable and non-creditable license fee of $50,000 per year during the terms of the agreement, commencing on the first day after the date of termination or expiry of the research period, (4) a royalty of 4% of net future sales by or on behalf of the Company or any sub licensees. | ||
If the Company fails to achieve any of the milestones by the dates set forth in the agreement, Yeda is entitled to terminate the license upon written notice to the Company. Either Yeda or the Company may terminate the agreement and the license after the commitment of a material breach by the other party and in certain other instances as detailed in the agreement. | ||
If the Company fails to achieve any of the milestones by the dates set forth in the agreement, Yeda is entitled to terminate the license upon written notice to the Company. Either Yeda or the Company may terminate the agreement and the license after the commitment of a material breach by the other party and in certain other instances as detailed in the agreement. | ||
For the years ended December 31, 2013 and 2012, the Company has recorded a charge to operations of approximately $784,000 and $796,000, respectively, for this consulting arrangement as a component of research and development expense. As of December 31, 2013, approximately $441,700 | ||
For the three months ended March 31, 2014 and 2013, the Company has recorded a charge to operations of $410,000 and $160,300, respectively, for this consulting arrangement. As of March 31, 2014 and December 31, 2013, approximately 0 and $380,000 has been accrued and is payable, respectively. | ||
RELATED_PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 9 - Related Parties | |
During the year ended December 31, 2013, the officers and founders of the Company contributed approximately $77,000 of services for no consideration. | |
STOCKHOLDERS_DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Stockholders Equity Note [Abstract] | ' | ' |
Stockholders Equity Note Disclosure [Text Block] | ' | ' |
Note 8 - Stockholders’ Deficit | Note 10 - Stockholders’ Deficit | |
Common Stock | Common Stock | |
During the three months ended March 31, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $2,247,746 in exchange for 2,996,995 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 pershare. | As of December 31, 2013 the Company is authorized to issue up to 50,000,000 shares of common stock with $0.001 par value. The ordinary shares confer upon their holders the right to participate and vote in general stockholders’ meetings of the Company and to share in the distribution of dividends, if any, declared by the Company. | |
The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features.. The Company reclassified $1,097,800 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period. | During the year ended December 31, 2012, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the Company issued 2,250,000 shares in exchange for $810,000 of cash proceeds. | |
During the year ended December 31, 2013, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $551,497 in exchange for 735,327 of common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. | ||
The warrants carried provisions that were deemed to be “down round” price protection features. The Company reclassified approximately $231,200 for the fair value of the warrants to derivative liabilities which will be marked to market at each reporting period. | ||
On November 11, 2013, the Company issued 2,699,880 common shares for settlement of approximately $511,200 of convertible notes which was 770,283 shares in excess of the contractual amount in the conversion provision. The fair value of the shares issued by the Company in excess was $309,890. Accordingly, the Company recorded a charge of this amount to interest expense. (see Note 6). | ||
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2013 | |
Warrants and Rights Note Disclosure [Abstract] | ' |
Warrants [Text Block] | ' |
Note 11 - Warrants | |
Pursuant to an agreement, on November 11, 2013, certain founders returned to the Company 2,043,835 shares of common stock in exchange for 2,043,835 of warrants. The warrants have an exercise price of $0.001 per share and have a life of 7 years. In addition, the warrants have a cashless exercise provision and were fully vested on the date of the grant. The Company determined that the exchange was a modification of a previously granted equity instrument whereby a gain or loss is calculated as the incremental difference between the fair value of the warrants and the fair value of the shares of common stock returned. The fair value of the warrants was determined using the Black-Scholes fair value model. Since the fair value of the warrants was less than the common stock returned, no incremental charge was required to be recorded for the year ended December 31, 2013. Subsequent to the returning of the shares to the Company retired such shares. | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||
Note 12 - Income Taxes | |||||||||
The income tax provision (benefit) for the years ended December 31, 2013 and 2012 consists of the following: | |||||||||
2013 | 2012 | ||||||||
Current | $ | — | $ | — | |||||
Deferred | |||||||||
Federal (Israel) | -445,913 | -233,418 | |||||||
State | — | — | |||||||
Foreign | — | — | |||||||
Change in Valuation Allowance | 445,913 | 233,418 | |||||||
Income tax provision | $ | — | $ | — | |||||
The reconciliation between the Israeli income tax rate and the Company’s effective rate for the years ended December 31, 2013 and 2012 is as follows: | |||||||||
2013 | 2012 | ||||||||
Statutory tax rate | -25 | % | -25 | % | |||||
Change in valuation allowance | 25 | 25 | % | ||||||
— | % | — | % | ||||||
As of December 31, 2013 and 2012, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: | |||||||||
2013 | 2012 | ||||||||
Net loss carry forwards | 679,330 | 233,418 | |||||||
Total Deferred Tax Asset | 679,330 | 233,418 | |||||||
Less: valuation allowance | -679,330 | -233,418 | |||||||
Total | $ | — | $ | — | |||||
As of December 31, 2013 and 2012, the Company had approximately $2,717,000 and $934,000, respectively, of net operating loss (“NOL”) carryovers available to offset future taxable income. Utilized losses may be carried over indefinitely. | |||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of deferred tax assets, management considers, whether it is “more likely than not”, that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. | |||||||||
ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2013 and 2012. As of December 31, 2013 and December 31, 2012, the change in valuation allowance was $445,913 and $233,418 respectively. | |||||||||
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in Israel. Based on the Company’s evaluation, it has been concluded that there are no material uncertain tax positions requiring recognition in the Company’s financial statements for the years ended December 31, 2013 and 2012. | |||||||||
The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as interest expense and as a component of selling, general and administrative expense, respectively. There were no amounts accrued for interest or penalties for the years ended December 31, 2013 and 2012. Management does not expect any material changes in its unrecognized tax benefits in the next year. The Company also files tax returns in Israel and is subject to examination by tax authorities beginning with the year ended December 31, 2011. | |||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Commitments and Contingencies Disclosure [Text Block] | ' | ' |
Note 9 - Commitments and Contingencies | Note 13 - Commitments and Contingencies | |
Litigation | Litigation | |
Certain conditions may exist as of the date the condensed financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. | Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. | |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. | In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |
Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of March 31, 2014 and December 31, 2013, the Company has not accrued any amounts for contingencies. | If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |
Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of December 31, 2013 and 2012, the Company has not accrued any amounts for contingencies. | ||
Credit Risk | ||
Financial instruments that subject the Company to credit risk consist principally of cash deposits at financial institutions in Israel. These amounts are uninsured, however, Company believes that credit risk is limited because the Company routinely assesses the financial strength these institutions. As of December 31, 2013 and 2012, the Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash. | ||
Severance Pay Fund | ||
Assets held for employees’ severance payments represent contributions to insurance policies that are recorded at their current redemption value. The deposited funds include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israel’s Severance Pay Law or labor agreements. | ||
Accrued Severance Pay | ||
Under Israeli law and labor agreements the Company is required to pay severance payments to each employee who was employed by the Company for over one year and has been terminated by the Company or resigned under certain specified circumstances. The Company’s liability for the severance payments is partially covered by deposits with insurance companies in the name of the employee. As of December 31, 2013 and 2012, the Company has accrued $0 and $8,225 for severance pay which has been included in accounts payable and accrued expenses | ||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' | ' |
Subsequent Events [Text Block] | ' | ' |
Note 11 - Subsequent Events | Note 14 - Subsequent Events | |
On April 2, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $182,100 in exchange for 242,800 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. | On January 29, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $245,000 in exchange for 326,667 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $119,100 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period. | |
On April 3, 2014, the Company entered into an investment agreement with two investors. Pursuant to the agreement, the investors contributed to the Company the amount of $55,000 in exchange for 73,333 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. | On January 31, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $56,250 in exchange for 75,000 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $27,300 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period. | |
On April 4, 2014, the Company entered into an investment agreement with two investors. Pursuant to the agreement, the investors contributed to the Company the amount of $317,900 in exchange for 423,867 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. | On February 3, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $62,500 in exchange for 83,333 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $30,400 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period. | |
On April 7, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $265,250 in exchange for 353,666 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. | On February 4, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $63,000 in exchange for 84,000 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $30,600 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period. | |
On June 30, 2014, Ticket to See, Inc. (“TTSE”) entered into an Acquisition and Share Exchange Agreement with the Company. Upon the terms and subject to the conditions of the agreement, at the effective date of the share exchange, the Company was merged with and into TSTE, with TSTE continuing as the surviving corporation. | On February 6, 2014, the Company entered into an investment agreement with an investor. Pursuant to the agreement, the investor contributed to the Company the amount of $75,000 in exchange for 100,000 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $36,500 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period. | |
At the closing date, TSTE acquired 100% of the issued and outstanding shares of the Company. At the effective date of the share exchange, each share of the Company's common stock was cancelled and converted automatically into the right to receive common shares of TSTE for an aggregate of 18,245,923 shares common shares of Cell Source Limited, which constituted 78.5% of the post-acquisition outstanding shares of TSTE’s stock at the end of the share exchange. TSTE’s existing shareholders retained a total of 5,000,000 shares of TSTE’s stock, which constituted 21.5% of the post-acquisition outstanding shares of TSTE. Post-acquisition and after share exchange, there was a total of 23,245,923 issued and outstanding shares of TSTE stock, which was recorded as a recapitalization of TSTE. | On February 7, 2014, the Company entered into an investment agreement with an investor. Pursuant to the agreement, the investor contributed to the Company the amount of $52,500 in exchange for 70,000 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $19,100 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period. | |
For accounting purposes, the transaction described above will be treated as a recapitalization of the Company, the accounting acquirer, because the Company shareholders own the majority of TSTE’s outstanding common stock following the transaction and exercise significant influence over the operating and financial policies of the consolidated entity. TSTE was a non-operating company prior to the share exchange. Pursuant to Securities and Exchange Commission rules, the merger or acquisition of a private operating company into a non-operating public company with nominal net assets is considered a capital transaction in substance, rather than a business combination. | On February 27, 2014, the Company entered into an investment agreement with an investor. Pursuant to the agreement, the investor contributed to the Company the amount of $50,000 in exchange for 66,667 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $30,800 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period. | |
On July 2014, the Company issued 100,000 shares of common stock in lieu of cash payment for legal services. | On March 6, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $1,643,496 in exchange for 2,191,328 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share and were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. The Company reclassified $804,000 for the fair value of the warrants to derivative liabilities and will be marked to market for each reporting period. | |
On April 2, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $182,100 in exchange for 242,800 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share and were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. | ||
On April 3, 2014, the Company entered into an investment agreement with two investors. Pursuant to the agreement, the investors contributed to the Company the amount of $55,000 in exchange for 73,333 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. The warrants carried provisions that were deemed to be down round price protection features. | ||
On April 4, 2014, the Company entered into an investment agreement with two investors. Pursuant to the agreement, the investors contributed to the Company the amount of $317,900 in exchange for 423,867 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share and were fully vested on the date of the grant.. The warrants carried provisions that were deemed to be down round price protection features. | ||
On April 7, 2014, the Company entered into an investment agreement with a group of investors. Pursuant to the agreement, the investors contributed to the Company the amount of $265,250 in exchange for 353,666 common shares. Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share and were fully vested on the date of the grant. The warrants carried provisions that were deemed to be down round price protection features. | ||
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended | ||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ' | ||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ' | ||||||||||||
Use of Estimates | Use of Estimates | |||||||||||||
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. | The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. | |||||||||||||
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates, among other things, are used in accounting for allowances for deferred income taxes, contingencies, as well as the recording and presentation of its common stock and related warrant issuances. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions. | Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates, among other things, are used in accounting for valuation allowances for deferred income taxes, contingencies, as well as the recording and presentation of convertible notes and the embedded conversion feature and common stock and related warrants issuances. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions. | |||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ' | ||||||||||||
Cash and Cash Equivalents | ||||||||||||||
The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2013 and 2012, the Company did not have any cash equivalents. | ||||||||||||||
Income Tax, Policy [Policy Text Block] | ' | ' | ||||||||||||
Income Taxes | ||||||||||||||
The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Income tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. | ||||||||||||||
Research and Development Expense, Policy [Policy Text Block] | ' | ' | ||||||||||||
Research and Development Costs | Research and Development Costs | |||||||||||||
Research and development costs are expensed as they are incurred and consist of salaries, stock-based compensation benefits and other personnel related costs, fees paid to consultants, clinical trials and related clinical manufacturing costs, license and milestone fees, and facilities and overhead costs. For the three months ended March 31, 2014 and 2013, the Company has recorded a charge of research and development of approximately $537,000 and $179,000, respectively. | Research and development costs are expensed as they are incurred and consist of salaries, stock-based compensation benefits and other personnel related costs, fees paid to consultants, clinical trials and related clinical manufacturing costs, license and milestone fees, and facilities and overhead costs. For the years ended December 31, 2013 and 2012 the Company has recorded a charge of research and development of approximately $1,135,500 and $1,219,500, respectively. | |||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ' | ||||||||||||
Loss Per Share | Loss Per Share | |||||||||||||
Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted loss per share includes the effect of dilutive common stock equivalents from the assumed exercise of warrants. Common stock equivalents were excluded from the computation of diluted loss per share since their inclusion would be anti-dilutive. Total shares issuable upon the exercise of warrants as of March 31, 2014 and 2013 were as follows: | Basic loss per share was computed using the weighted average number of outstanding common shares. Diluted loss per share includes the effect of dilutive common stock equivalents from the assumed exercise of warrants and convertible debt. Common stock equivalents would be excluded from the computation of diluted loss per share since their inclusion would be anti-dilutive. Total shares issuable upon the exercise of warrants and convertible debt as of December 31, 2013 and 2012, were comprised as follows: | |||||||||||||
March 31, | December 31, | |||||||||||||
2014 | 2013 | 2013 | 2012 | |||||||||||
Warrants | 2,812,499 | — | ||||||||||||
Warrants | 5,809,494 | — | Convertible notes | — | 643,199 | |||||||||
For the three months ended March 31, 2014, 2,043,835 warrants were included in loss per share because their exercise price was determined to be nominal. | Total | 2,812,499 | 643,199 | |||||||||||
For the year ended December 31, 2013, 2,043,835 warrants were included in loss per share because their exercise price was determined to be nominal. | ||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ' | ||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Financial instruments consist of cash, accounts payable, accrued expenses, convertible debt and derivative liabilities. The Company determines the estimated fair value of such financial instruments presented in these financial statements using available market information and appropriate methodologies. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short term nature, except derivative instruments which are marked to market at the end of each reporting period. | ||||||||||||||
Derivatives, Policy [Policy Text Block] | ' | ' | ||||||||||||
Derivative Financial Instruments | Derivative Financial Instruments | |||||||||||||
In connection with the issuance of certain convertible promissory notes, the terms of the convertible notes included an embedded conversion feature; which provided for a conversion of the convertible notes into shares of common stock at a rate which was determined to be variable. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 “Derivatives and Hedging” | In connection with the issuance of convertible notes, the terms of the convertible notes included an embedded conversion feature; which provided for a conversion of the convertible notes into shares of common stock at a rate which was determined to be variable. In addition, the Company granted warrants to investors whereby the exercise prices contained price protection reset provisions. The Company determined that the conversion feature and exercise prices were derivative instruments pursuant to ASC 815 “Derivatives and Hedging”. | |||||||||||||
The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. | The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. | |||||||||||||
The fair value of an embedded conversion option that is convertible into at variable amount of shares and warrants that include price protection reset provision features are deemed to be a “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. | The fair value of an embedded conversion option that is convertible into at variable amount of shares and warrants that include price protection reset provision features are deemed to be a “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. | |||||||||||||
The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes Method to be materially the same. The Black-Scholes option valuation model is used to estimate the fair value of the warrants granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted. | The Company determined the fair value of the Binomial Lattice Model and the Black-Scholes Method to be materially the same. The Black-Scholes option valuation model is used to estimate the fair value of the warrants granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted. | |||||||||||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | ' | ||||||||||||
Foreign Currency Translation | ||||||||||||||
The New Israeli Shekel is the functional currency of the Company. Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of other comprehensive income. | ||||||||||||||
Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in results of operations. | ||||||||||||||
Translation gains and losses were immaterial for the years ended December 31, 2013 and 2012. The Company recorded approximately $21,000 and $64,000 of transaction losses for the years ended December 31, 2013 and 2012 which have been included in general and administrative expenses, respectively. | ||||||||||||||
Comprehensive Income, Policy [Policy Text Block] | ' | ' | ||||||||||||
Comprehensive Income (Loss) | ||||||||||||||
The Company reports comprehensive income (loss) and its components in its financial statements. Comprehensive income (loss) consists of net loss and foreign currency translation adjustments affecting stockholders’ deficit that, under U.S. GAAP, are excluded from net loss. The differences between net loss as reported and comprehensive income (loss) have historically been immaterial. | ||||||||||||||
Stock Split [Policy Text Block] | ' | ' | ||||||||||||
Stock Split | ||||||||||||||
On November 11, 2013, the Company’s Board approved a 32-for-1 forward stock split of its common stock, which was approved at a meeting of stockholders held on November 11, 2013. Each share of common stock outstanding immediately prior to the approval date was combined, reclassified and changed into thirty two of fully paid and non-assessable shares of common stock. All common share and common per share information in these financial statements and accompanying notes have been retroactively adjusted to reflect the forward stock split for all periods presented. Simultaneous with the forward stock split the Company increased its authorized shares from 3,800,000 shares to 50,000,000 shares. | ||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ' | ||||||||||||
Recent Accounting Standards | Recent Accounting Standards | |||||||||||||
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.” This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and shareholders’ deficit, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company has elected to adopt this ASU effective with this Annual Financial Statements and its adoption resulted in the removal of all development stage disclosures. | In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.” This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and shareholders’ deficit, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company has elected to adopt this ASU effective with these Annual Financial Statements and its adoption resulted in the removal of all development stage disclosures. | |||||||||||||
The Company has implemented all new accounting standards that are in effect and may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. | The Company has implemented all new accounting standards that are in effect and may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. | |||||||||||||
Subsequent Events, Policy [Policy Text Block] | ' | ' | ||||||||||||
Subsequent Events | Subsequent Events | |||||||||||||
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would require adjustment or disclosure in the condensed financial statements other than disclosed in Note 11. | The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would require adjustment or disclosure in the financial statements other than as disclosed in Note 14. | |||||||||||||
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended | ||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ' | ||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ' | ||||||||||||
Total shares issuable upon the exercise of warrants as of March 31, 2014 and 2013 were as follows: | Total shares issuable upon the exercise of warrants and convertible debt as of December 31, 2013 and 2012, were comprised as follows: | |||||||||||||
March 31, | December 31, | |||||||||||||
2014 | 2013 | 2013 | 2012 | |||||||||||
Warrants | 2,812,499 | — | ||||||||||||
Warrants | 5,809,494 | — | Convertible notes | — | 643,199 | |||||||||
Total | 2,812,499 | 643,199 | ||||||||||||
FAIR_VALUE_Tables
FAIR VALUE (Tables) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ' | ||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ' | ||||||||||||||||||||||||
The following table summarizes the valuation of the Company’s derivatives by the above fair value hierarchy levels as of March 31, 2014 and December 31, 2013 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): | The following table summarizes the valuation of the Company’s investment by the above fair value hierarchy levels as of December 31, 2013 and 2012 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): | |||||||||||||||||||||||||
Quoted Prices | Quoted Prices | |||||||||||||||||||||||||
In Active | Significant | In Active | Significant | |||||||||||||||||||||||
Markets for | Other | Significant | Markets for | Other | Significant | |||||||||||||||||||||
Identical | Observable | Unobservable | Identical | Observable | Unobservable | |||||||||||||||||||||
Liabilities | Inputs | Inputs | Liabilities | Inputs | Inputs | |||||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||
Warrant liability | 1,376,500 | — | — | 1,376,500 | Warrant liability | $ | 231,200 | $ | 231,200 | |||||||||||||||||
Balance - March 31, 2014 | $ | 1,376,500 | $ | — | $ | — | $ | 1,376,500 | Balance - December 31, 2013 | $ | 231,200 | $ | 231,200 | |||||||||||||
Embedded conversion option | $ | 38,300 | $ | 38,300 | ||||||||||||||||||||||
Balance - December 31, 2012 | $ | 38,300 | $ | 38,300 | ||||||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | ' | ' | ||||||||||||||||||||||||
Assumptions utilized in the development of Level 3 liabilities as of March 31, 2014 are described as follows: | Assumptions utilized in the development of Level 3 liabilities as of and during the year ended December 31, 2013 are described as follows. | |||||||||||||||||||||||||
Risk-free interest rate | 1.46%-1.73% | December 31, | ||||||||||||||||||||||||
Expected life of grants | 5 years | 2012 | 2013 | |||||||||||||||||||||||
Expected volatility of underlying stock | 165% - 169% | Risk-free interest rate | 0.05% | 1.75% | ||||||||||||||||||||||
Dividends | $— | Expected life of grants | 0.5 Years | 0.5 - 5 years | ||||||||||||||||||||||
Expected volatility of underlying stock | 98% - 112% | 98% - 117% | ||||||||||||||||||||||||
Dividends | $0 | $0 | ||||||||||||||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ' | ||||||||||||||||||||||||
The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using Level III unobservable inputs during the three months ended March 31, 2014. | The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using Level III unobservable inputs during the years ended December 31, 2012 and 2013. | |||||||||||||||||||||||||
Warrant | Embedded | |||||||||||||||||||||||||
Liability | Total | Warrant | Conversion | |||||||||||||||||||||||
Liability | Feature | Total | ||||||||||||||||||||||||
Balance - December 31, 2013 | $ | 231,200 | $ | 231,200 | Balance - January 1, 2012 | $ | — | $ | — | $ | — | |||||||||||||||
Change in fair value of derivative liability | 47,500 | 47,500 | Included in debt discount | — | 51,800 | 51,800 | ||||||||||||||||||||
Reclassification of warrants to derivative liability | 1,097,800 | 1,097,800 | Change in fair value of derivative liability | — | -13,500 | -13,500 | ||||||||||||||||||||
Balance - March 31, 2014 | $ | 1,376,500 | $ | 1,376,500 | Balance - December 31, 2012 | — | 38,300 | 38,300 | ||||||||||||||||||
Included in debt discount | — | $ | 315,200 | 315,200 | ||||||||||||||||||||||
Change in fair value of derivative liability | — | -353,500 | -353,500 | |||||||||||||||||||||||
Reclassification of warrants to derivative liability | 231,200 | — | 231,200 | |||||||||||||||||||||||
Balance - December 31, 2013 | $ | 231,200 | $ | — | $ | 231,200 | ||||||||||||||||||||
ACCOUNTS_PAYABLE_AND_ACCRUED_E1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | ||||||||||||
Payables and Accruals [Abstract] | ' | ' | |||||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | ' | ' | |||||||||||
As of March 31, 2014 accrued expenses consisted of the following: | As of December 31, 2013 and 2012 accrued expenses consisted of the following: | ||||||||||||
Accrued consulting and related expenses | $ | 142,043 | December 31, | ||||||||||
Accrued payroll | 25,009 | 2013 | 2012 | ||||||||||
Accrued consulting expenses and related expenses | $ | 436,348 | $ | — | |||||||||
Total | $ | 167,052 | Professional fees | 109,057 | 30,477 | ||||||||
Accrued payroll | 12,944 | 17,700 | |||||||||||
$ | 558,349 | $ | 48,177 | ||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Expected Benefit Payments [Table Text Block] | ' | ||||||||
The income tax provision (benefit) for the years ended December 31, 2013 and 2012 consists of the following: | |||||||||
2013 | 2012 | ||||||||
Current | $ | — | $ | — | |||||
Deferred | |||||||||
Federal (Israel) | -445,913 | -233,418 | |||||||
State | — | — | |||||||
Foreign | — | — | |||||||
Change in Valuation Allowance | 445,913 | 233,418 | |||||||
Income tax provision | $ | — | $ | — | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||
The reconciliation between the Israeli income tax rate and the Company’s effective rate for the years ended December 31, 2013 and 2012 is as follows: | |||||||||
2013 | 2012 | ||||||||
Statutory tax rate | -25 | % | -25 | % | |||||
Change in valuation allowance | 25 | 25 | % | ||||||
— | % | — | % | ||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||
As of December 31, 2013 and 2012, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: | |||||||||
2013 | 2012 | ||||||||
Net loss carry forwards | 679,330 | 233,418 | |||||||
Total Deferred Tax Asset | 679,330 | 233,418 | |||||||
Less: valuation allowance | -679,330 | -233,418 | |||||||
Total | $ | — | $ | — | |||||
GOING_CONCERN_Details_Textual
GOING CONCERN (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Going Concern [Line Items] | ' | ' | ' | ' |
Retained Earnings (Accumulated Deficit), Total | ($4,761,253) | ' | ($3,941,011) | ($2,157,361) |
Net Cash Provided by (Used in) Operating Activities, Total | 1,340,500 | 183,700 | 894,000 | 1,535,000 |
Working Capital | 511,000 | ' | 761,000 | 183,200 |
Inception Date [Member] | ' | ' | ' | ' |
Going Concern [Line Items] | ' | ' | ' | ' |
Retained Earnings (Accumulated Deficit), Total | $4,761,000 | ' | $3,941,000 | ' |
SHARE_EXCHANGE_TRANSACTION_Det
SHARE EXCHANGE TRANSACTION (Details textual) | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
TSTE [Member] | Post Acquisition [Member] | Post Acquisition [Member] | Post Acquisition [Member] | Post Acquisition [Member] | Pre Acquisition [Member] | ||||
Subsequent Event [Member] | Subsequent Event [Member] | TSTE [Member] | TSTE [Member] | TSTE [Member] | TSTE [Member] | ||||
Subsequent Event [Member] | Maximum [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Member] | Subsequent Event [Member] | ||||||||
Share Exchange Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | 100.00% | ' | ' | 78.50% | 21.50% | ' |
Conversion of Stock, Shares Issued | ' | ' | ' | ' | 18,245,923 | 18,245,923 | ' | ' | ' |
Common Stock, Shares, Outstanding | 17,152,185 | 14,155,190 | 12,763,818 | ' | ' | 5,000,000 | ' | ' | 5,000,000 |
Shares Issued And Outstanding | ' | ' | ' | 23,245,923 | ' | ' | ' | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Warrants | 2,812,499 | 0 | 5,809,494 | 0 |
Convertible notes | 0 | 643,199 | ' | ' |
Total | 2,812,499 | 643,199 | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 11, 2013 | Nov. 11, 2013 | |
Common Stock [Member] | Common Stock [Member] | Consultants [Member] | Consultants [Member] | Consultants [Member] | Consultants [Member] | Maximum [Member] | Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and Development Expense, Total | $536,775 | $179,246 | $1,135,513 | $1,219,515 | ' | ' | $537,000 | $179,000 | $1,135,500 | $1,219,500 | ' | ' |
Class of Warrant or Right, Outstanding | 5,809,494 | 0 | 2,812,499 | 0 | 2,043,835 | 2,043,835 | ' | ' | ' | ' | ' | ' |
Foreign Currency Transaction Gain (Loss), Unrealized | ' | ' | $21,000 | $64,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Stock Splits | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | 3,800,000 |
FAIR_VALUE_Details
FAIR VALUE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Warrant liability | $1,376,500 | $231,200 | ' |
Balance | 1,376,500 | 231,200 | 38,300 |
Embedded conversion option | ' | 315,200 | 38,300 |
Fair Value, Inputs, Level 1 [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Warrant liability | 0 | ' | ' |
Balance | 0 | ' | ' |
Embedded conversion option | ' | ' | ' |
Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Warrant liability | 0 | ' | ' |
Balance | 0 | ' | ' |
Embedded conversion option | ' | ' | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Warrant liability | 1,376,500 | 231,200 | ' |
Balance | 1,376,500 | 231,200 | 38,300 |
Embedded conversion option | ' | ' | $38,300 |
FAIR_VALUE_Details_1
FAIR VALUE (Details 1) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' | ' |
Risk-free interest rate | ' | 1.75% | 0.05% |
Expected life of grants | '5 years | ' | '6 months |
Dividends | $0 | $0 | $0 |
Maximum [Member] | ' | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' | ' |
Risk-free interest rate | 1.73% | ' | ' |
Expected life of grants | ' | '5 years | ' |
Expected volatility of underlying stock | 169.00% | 117.00% | 112.00% |
Minimum [Member] | ' | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' | ' |
Risk-free interest rate | 1.46% | ' | ' |
Expected life of grants | ' | '6 months | ' |
Expected volatility of underlying stock | 165.00% | 98.00% | 98.00% |
FAIR_VALUE_Details_2
FAIR VALUE (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Balance | $231,200 | $231,200 | $231,200 | $0 |
Change in fair value of derivative liability | 47,500 | ' | -353,500 | -13,500 |
Included in debt discount | ' | ' | 315,200 | 51,800 |
Reclassification of warrants to derivative liability | 1,097,800 | 0 | 231,200 | 0 |
Balance | 1,376,500 | ' | 231,200 | 231,200 |
Warrant Liability [Member] | ' | ' | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Balance | 231,200 | 231,200 | 231,200 | 0 |
Change in fair value of derivative liability | 47,500 | ' | 0 | 0 |
Included in debt discount | ' | ' | 0 | 0 |
Reclassification of warrants to derivative liability | 1,097,800 | ' | 231,200 | ' |
Balance | 1,376,500 | ' | 231,200 | 231,200 |
Embedded Conversion Feature [Member] | ' | ' | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Balance | ' | 38,300 | 38,300 | 0 |
Change in fair value of derivative liability | ' | ' | -353,500 | -13,500 |
Included in debt discount | ' | ' | 315,200 | 51,800 |
Reclassification of warrants to derivative liability | ' | ' | 0 | ' |
Balance | ' | ' | $0 | $38,300 |
CONVERTIBLE_NOTES_Details_Text
CONVERTIBLE NOTES (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Nov. 11, 2013 | Mar. 24, 2013 | Dec. 05, 2012 | Mar. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | ' | ' | ' | $210,000 | $300,000 |
Debt Conversion, Original Debt, Interest Rate of Debt | ' | ' | ' | ' | 6.00% | ' |
Debt Conversion, Original Debt, Issuance Date of Debt | ' | 24-Mar-13 | 5-Dec-12 | 5-Mar-13 | ' | ' |
Debt Instrument, Convertible, Beneficial Conversion Feature | ' | ' | ' | ' | 315,200 | 38,300 |
Amortization of Debt Discount (Premium) | ' | ' | ' | ' | 358,370 | 8,600 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,699,880 | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | 511,200 | ' | ' | ' | ' | ' |
Convertible Debt, Fair Value Disclosures | 309,890 | ' | ' | ' | ' | ' |
Interest and Debt Expense, Total | ' | ' | ' | ' | $15,300 | ' |
Debt Conversion Converted Instrument Excess Shares Issued | 770,283 | ' | ' | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Rate | ' | ' | ' | ' | 8.00% | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Rate | ' | ' | ' | ' | 4.00% | ' |
ACCOUNTS_PAYABLE_AND_ACCRUED_E2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | |
Accounts Payable And Accrued Expenses [Line Items] | ' | ' | ' |
Accrued consulting expenses and related expenses | $436,348 | $0 | $142,043 |
Professional fees | 109,057 | 30,477 | ' |
Accrued payroll | 12,944 | 17,700 | 25,009 |
Accounts Payable and Accrued Liabilities, Total | $558,349 | $48,177 | $167,052 |
CONSULTING_AGREEMENTS_RELATED_1
CONSULTING AGREEMENTS - RELATED PARTY (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 03, 2011 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Yeda [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | Consulting Agreement [Member] | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research And Development Arrangement Contract To Perfrom For Others Non Refundable Amount | ' | ' | ' | ' | $50,000 | ' | ' | ' | ' |
Royalty Effective Percentage | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' |
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross | ' | ' | ' | ' | 210,000 | ' | ' | ' | ' |
Research and Development Expense, Total | 536,775 | 179,246 | 1,135,513 | 1,219,515 | ' | 410,000 | 160,300 | 784,000 | 796,000 |
Accrued Liabilities | $0 | ' | $380,000 | ' | ' | ' | ' | ' | ' |
Research and Development Arrangement, Contract to Perform for Others, Description and Terms | ' | ' | ' | ' | 'annual license fee for 3 years in the amount of $800,000 for the period until October 3, 2014 | ' | ' | ' | ' |
License Agreement Description | ' | ' | ' | ' | 'The option to negotiate originally expired on June 20, 2014 and was extended to September 1, 2014. | ' | ' | ' | ' |
RELATED_PARTIES_Details_Textua
RELATED PARTIES (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ' |
Contribution Of Services By Employees And Founders | $77,000 |
STOCKHOLDERS_DEFICIT_Details_T
STOCKHOLDERS' DEFICIT (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 11, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
CommonStock Shares Authorized [Line Items] | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | 50,000,000 | 50,000,000 | ' | 50,000,000 | 50,000,000 |
Common Stock, Par or Stated Value Per Share | ' | $0.01 | $0.01 | ' | $0.01 | $0.01 |
Stock Issued During Period, Shares, New Issues | ' | 735,327 | 2,996,995 | ' | ' | 2,250,000 |
Proceeds from Issuance of Common Stock | ' | ' | ' | ' | ' | $810,000 |
Stock Issued During Period, Value, New Issues | ' | 551,497 | 2,247,746 | ' | ' | 810,000 |
Stockholders Equity Note Description | ' | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. | ' | ' | ' | ' |
Share Price | ' | $0.75 | ' | ' | $0.75 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.001 | 0.75 | ' | ' | 0.75 | ' |
Debt Conversion, Converted Instrument, Shares Issued | 2,699,880 | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | 511,200 | ' | ' | ' | ' | ' |
Debt Conversion Converted Instrument Excess Shares Issued | 770,283 | ' | ' | ' | ' | ' |
Convertible Debt, Fair Value Disclosures | 309,890 | ' | ' | ' | ' | ' |
Reclassification of Warrants to Derivative Liability | ' | ' | 1,097,800 | 0 | 231,200 | 0 |
Investment Repurchase Agreement, Description of Investments Subject to Agreement | ' | ' | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 pershare. | ' | ' | ' |
Warrant [Member] | ' | ' | ' | ' | ' | ' |
CommonStock Shares Authorized [Line Items] | ' | ' | ' | ' | ' | ' |
Derivative Liability | ' | $231,200 | ' | ' | $231,200 | ' |
WARRANTS_Details_Textual
WARRANTS (Details Textual) | 0 Months Ended | |
Nov. 11, 2013 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ' | ' |
Conversion Of Stock Warrants Issued | 2,043,835 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.001 | 0.75 |
Warrants Expiry Period | '7 years | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Expense Benefit [Line Items] | ' | ' |
Current | $0 | $0 |
Deferred | ' | ' |
Federal (Israel) | -445,913 | -233,418 |
State | 0 | 0 |
Foreign | 0 | 0 |
Change in Valuation Allowance | 445,913 | 233,418 |
Income Tax Expense (Benefit), Total | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Effective Income Tax Reconciliation [Line Items] | ' | ' |
Statutory tax rate | -25.00% | -25.00% |
Change in valuation allowance | 25.00% | 25.00% |
Effective Income Tax Rate Reconciliation, Percent, Total | 0.00% | 0.00% |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Tax Assets [Line Items] | ' | ' |
Net loss carry forwards | $679,330 | $233,418 |
Total Deferred Tax Asset | 679,330 | 233,418 |
Less: valuation allowance | -679,330 | -233,418 |
Total | $0 | $0 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Expenses Benefit Disclosure [Line Items] | ' | ' |
Operating Loss Carryforwards | $2,717,000 | $934,000 |
Change in Valuation Allowance | $445,913 | $233,418 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments And Contingencies [Line Items] | ' | ' |
Accrued Severance Pay | $0 | $8,225 |
SUBSEQUENT_EVENTS_Detail_Textu
SUBSEQUENT EVENTS (Detail Textuals) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2012 | Nov. 11, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 02, 2014 | Apr. 03, 2014 | Apr. 04, 2014 | Apr. 07, 2014 | Mar. 06, 2014 | Feb. 03, 2014 | Feb. 04, 2014 | Feb. 06, 2014 | Feb. 07, 2014 | Feb. 27, 2014 | Jan. 29, 2014 | Jan. 31, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 06, 2014 | Feb. 27, 2014 | Feb. 07, 2014 | Feb. 06, 2014 | Feb. 04, 2014 | Feb. 03, 2014 | Jan. 31, 2014 | Jan. 29, 2014 | |
Warrant [Member] | Common Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||
Post Acquisition [Member] | TSTE [Member] | TSTE [Member] | TSTE [Member] | TSTE [Member] | TSTE [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | ||||||||||||||||||||
Post Acquisition [Member] | Post Acquisition [Member] | Post Acquisition [Member] | Pre Acquisition [Member] | |||||||||||||||||||||||||||||||
Maximum [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | $551,497 | $2,247,746 | $810,000 | ' | ' | $22,500 | $182,100 | $55,000 | $317,900 | $265,250 | $1,643,496 | $62,500 | $63,000 | $75,000 | $52,500 | $50,000 | $245,000 | $56,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 735,327 | 2,996,995 | 2,250,000 | ' | ' | 2,250,000 | 242,800 | 73,333 | 423,867 | 353,666 | 2,191,328 | 83,333 | 84,000 | 100,000 | 70,000 | 66,667 | 326,667 | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | $0.75 | ' | ' | ' | ' | ' | $0.75 | $0.75 | $0.75 | $0.75 | $0.75 | $0.75 | $0.75 | $0.75 | $0.75 | $0.75 | $0.75 | $0.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders Equity Note Description | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. | ' | ' | ' | ' | ' | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. | 'Each unit was sold for $0.75 and consisted of 1 share of common stock and 1 five-year warrant, which entitles the holder to purchase 1 share of common stock at an exercise price of $0.75 per share. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liability | ' | ' | ' | ' | $231,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $804,000 | $30,800 | $19,100 | $36,500 | $30,600 | $30,400 | $27,300 | $119,100 |
Business Acquisition, Date of Acquisition Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | 78.50% | 21.50% | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Stock, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,245,923 | ' | 18,245,923 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | 14,155,190 | 17,152,185 | 12,763,818 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued And Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,245,923 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.75 | ' | ' | 0.001 | ' | ' | 0.75 | 0.75 | 0.75 | 0.75 | 0.75 | 0.75 | 0.75 | 0.75 | 0.75 | 0.75 | 0.75 | 0.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid inlieu for legal services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |