Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Document And Entity Information | |
Entity Registrant Name | Therapix Biosciences Ltd. |
Entity Central Index Key | 0001611746 |
Amendment Flag | false |
Trading Symbol | TRPX |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2018 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2018 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,485 | $ 9,195 |
Restricted deposits | 10 | 24 |
Other accounts receivable | 404 | 278 |
Convertible loan | 531 | |
Total current assets | 2,430 | 9,497 |
NON-CURRENT ASSETS: | ||
Restricted deposit | 23 | |
Prepaid public offering costs | 19 | |
Property and equipment, net | 2,107 | 50 |
Total non-current assets | 2,130 | 69 |
Total assets | 4,560 | 9,566 |
CURRENT LIABILITIES: | ||
Credit from others | 91 | |
Trade payables | 1,618 | 1,017 |
Other accounts payable | 844 | 160 |
Related parties | 874 | |
Convertible debenture | 779 | |
Conversion component of convertible debenture | 277 | |
Total current liabilities | 4,483 | 1,177 |
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY: | ||
Share capital | 3,822 | 3,812 |
Share premium | 38,108 | 36,612 |
Reserve from share-based payment transactions | 4,409 | 5,311 |
Foreign currency translation reserve | 497 | 782 |
Transactions with non-controlling interests | 261 | 261 |
Accumulated deficit | (46,912) | (38,389) |
Total equity attributable to Therapix Biosciences Ltd. shareholders | 185 | 8,389 |
Non-controlling interests | (108) | |
Total equity | 77 | 8,389 |
Total liabilities and equity | $ 4,560 | $ 9,566 |
Consolidated Statements of Prof
Consolidated Statements of Profit or Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Profit or loss [abstract] | |||
Research and development expenses | $ 2,710 | $ 1,943 | $ 740 |
General and administrative expenses | 6,579 | 3,810 | 1,268 |
Other (income) expenses, net | 425 | 1 | (8) |
Operating loss | 9,714 | 5,754 | 2,000 |
Finance income | (828) | (1) | (1) |
Finance expenses | 123 | 491 | 8 |
Loss before taxes | 9,009 | 6,244 | 2,007 |
Tax benefit | (60) | ||
Net loss | 8,949 | 6,244 | 2,007 |
Attributable to: | |||
Equity holders of the Company | 8,523 | 6,244 | 1,993 |
Non-controlling interests | 426 | 14 | |
Profit loss | $ 8,949 | $ 6,244 | $ 2,007 |
Basic and diluted net loss per share attributable to equity holders of the Company | $ 0.06 | $ 0.05 | $ 0.05 |
Basic and diluted loss per ADS attributable to equity holders of the Company | $ 2.44 | $ 2.14 | $ 2.14 |
Consolidated Statements Compreh
Consolidated Statements Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements Comprehensive Income | |||
Net loss | $ 8,949 | $ 6,244 | $ 2,007 |
Amounts that will not be reclassified subsequently to profit or loss: | |||
Adjustments arising from translating financial statements from functional currency to presentation currency | 285 | (461) | (190) |
Total components that will not be reclassified subsequently to profit or loss | 285 | (461) | (190) |
Amounts that will be or that have been reclassified to profit or loss when specific conditions are met: | |||
Amounts transferred to the statement of profit or loss for sale of foreign operation | 6 | ||
Total components that will be or that have been reclassified to profit or loss | 6 | ||
Total other comprehensive income (loss) | 285 | (461) | (184) |
Total comprehensive loss | 9,234 | 5,783 | 1,823 |
Attributable to: | |||
Equity holders of the Company | 8,808 | 5,783 | 1,979 |
Non-controlling interests | 426 | (156) | |
Comprehensive income | $ 9,234 | $ 5,783 | $ 1,823 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Share capital | Share premium | Reserve from share-based payment transactions | Foreign currency translation reserve from associate | Transactions with non-controlling interests | Accumulated deficit | Foreign currency translation reserve | Total | Non-controlling interests | Total | |
Balance Beginning at Dec. 31, 2015 | $ 941 | $ 25,132 | $ 4,822 | $ 6 | $ 261 | $ (30,152) | $ 301 | $ 1,311 | $ (156) | $ 1,155 | |
Loss | (1,993) | (1,993) | (14) | (2,007) | |||||||
Total other comprehensive income (loss) | (6) | 20 | 14 | 170 | (184) | ||||||
Total comprehensive loss | (6) | (1,993) | 20 | (1,979) | 156 | 1,823 | |||||
Deconsolidation of a subsidiary (See Note 9b) | |||||||||||
Exercise of share options | 141 | 1,151 | (378) | 914 | 914 | ||||||
Expiration of share options | 296 | (296) | |||||||||
Cost of share-based payment | 5 | 21 | 301 | 327 | 327 | ||||||
Balance Ending at Dec. 31, 2016 | 1,087 | 26,600 | 4,449 | 261 | (32,145) | 321 | 573 | 573 | |||
Loss | (6,244) | (6,244) | (6,244) | ||||||||
Total other comprehensive income (loss) | 461 | 461 | (461) | ||||||||
Total comprehensive loss | (6,244) | 461 | (5,783) | 5,783 | |||||||
Issue of share capital (net of issue expenses) (see Note 13c) | [1] | 189 | 769 | 958 | 958 | ||||||
Issue of share capital (net of issue expenses) | [2] | 2,207 | 7,928 | 10,135 | 10,135 | ||||||
Issue of share capital (net of issue expenses) | [3] | 329 | 1,315 | 1,644 | 1,644 | ||||||
Cost of share-based payment | 862 | 862 | 862 | ||||||||
Balance Ending at Dec. 31, 2017 | 3,812 | 36,612 | 5,311 | 261 | (38,389) | 782 | 8,389 | 8,389 | |||
Loss | (8,523) | (8,523) | (426) | (8,949) | |||||||
Total other comprehensive income (loss) | (285) | (285) | 285 | ||||||||
Total comprehensive loss | (8,523) | (285) | (8,808) | (426) | 9,234 | ||||||
Non-controlling interests arising from initially consolidated company (see Note 5) | 318 | 318 | |||||||||
Issue of share capital (net of issue expenses) (see Note 13c) | 10 | (10) | |||||||||
Expiration of share options | 1,506 | (1,506) | |||||||||
Cost of share-based payment | 604 | 604 | 604 | ||||||||
Balance Ending at Dec. 31, 2018 | $ 3,822 | $ 38,108 | $ 4,409 | $ 261 | $ (46,912) | $ 497 | $ 185 | $ (108) | $ 77 | ||
[1] | Net of issuance expenses of $61 thousand. | ||||||||||
[2] | Net of issuance expenses of $1,865 thousand. | ||||||||||
[3] | Net of issuance expenses of $156 thousand. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of changes in equity [abstract] | |
Net of issuance expenses | $ 61 |
Net of issuance expenses | 1,865 |
Net of issuance expenses | $ 156 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Cash flows from operating activities: | ||||
Net loss | $ (8,949) | $ (6,244) | $ (2,007) | |
Adjustments to the profit or loss items: | ||||
Depreciation and amortization | 147 | 5 | 4 | |
Loss (gain) from sale of equipment | (7) | 1 | ||
Cost of share-based payment | 604 | 862 | 327 | |
Finance expenses (income), net | (748) | 525 | 2 | |
Impairment loss of intangible assets | 273 | |||
Impairment loss of goodwill | 160 | |||
Aborted public offering costs | 53 | |||
Tax benefit | (60) | |||
Gain from sale of investments in investees | (34) | |||
Profit loss | 422 | 1,393 | 299 | |
Working capital adjustments: | ||||
Increase in other accounts receivable | (99) | (143) | (110) | |
Increase in trade payables | 177 | 349 | 233 | |
Increase in other accounts payable | 649 | 66 | 111 | |
Increase in related parties | 668 | |||
Working capital | 1,395 | 272 | 234 | |
Net cash used in operating activities | (7,132) | (4,579) | (1,474) | |
Cash flows from investing activities: | ||||
Investment in restricted bank deposits | (10) | (11) | ||
Purchase of property and equipment | (17) | (44) | (4) | |
Proceeds from sale of property and equipment | 44 | 2 | ||
Proceeds from sale of an investment in previously consolidated subsidiary | [1] | (1) | ||
Grant of convertible loans | (2,125) | |||
Acquisition of initially consolidated subsidiary | [2] | 14 | ||
Net cash used in investing activities | (2,094) | (53) | (5) | |
Cash flows from financing activities: | ||||
Proceeds from issue of share capital (net of issuance expenses) | 13,193 | |||
Proceeds from exercise of share options | 914 | |||
Issue of convertible debentures (net of issuance expenses) | 1,481 | |||
Prepaid public offering costs | (36) | (18) | (349) | |
Receipt of short-term credit from others | 91 | |||
Net cash provided by financing activities | 1,536 | 13,175 | 565 | |
Exchange rate differences on cash and cash equivalents and restricted deposits in foreign currency | 301 | (527) | (8) | |
Exchange rate differences on translation differences on cash and cash equivalents | (321) | 503 | 25 | |
Exchange rate differences, Total | (20) | (24) | 17 | |
Increase (decrease) in cash and cash equivalents | (7,710) | 8,519 | (897) | |
Cash and cash equivalents at the beginning of the period | 9,195 | 676 | 1,573 | |
Cash and cash equivalents at the end of the period | $ 1,485 | $ 9,195 | $ 676 | |
[1] | Proceeds from sale of an investment in previously consolidated subsidiary | |||
[2] | Acquisition of initially consolidated subsidiary |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
(a) Proceeds from sale of an investment in previously consolidated subsidiary: The subsidiary' assets and liabilities at date of sale: | |||
Non-current liabilities | $ (205) | ||
Non-controlling interests | 171 | ||
Gain from sale of subsidiary | 33 | ||
Assets acquired and liabilities assumed, net | (1) | ||
(b)Â Acquisition of initially consolidated subsidiary: The subsidiaries' assets and liabilities at date of acquisition: | |||
Working capital (excluding cash) | 648 | ||
Property and equipment | (2,192) | ||
Customer relationships | (307) | ||
Deferred taxes liability | 60 | ||
Goodwill | (160) | ||
Non-controlling interests | 318 | ||
Assets and liabilities at date of acquisition | (1,633) | ||
Conversion of convertible loans | 1,647 | ||
Acquisition of initially consolidated subsidiary, Total | 14 | ||
(c)Â Significant non-cash transactions: | |||
Issue of share capital | 10 | ||
Unpaid issue expenses | $ 30 | $ 87 |
General
General | 12 Months Ended |
Dec. 31, 2018 | |
General | |
GENERAL | NOTE 1:- GENERAL a. Therapix Biosciences Ltd. ("Therapix" or the "Company"), a pharmaceutical company, was incorporated in Israel and commenced its operations on August 23, 2004. Until March 2014, Therapix and its subsidiaries at the time (the "Group") were mainly engaged in developing several innovative immunotherapy products and it owns patents in the immunotherapy field. In August 2015, the Company revised its business strategy according to which it will focus on developing a portfolio of approved drugs based on cannabinoid molecules. The Company's main focus will be on developing an entourage technology based cannabinoid drug for the Central Nervous System indications, including, but not limited, to Tourette syndrome, Pain, Obstructive Sleep Apnea ("OSA") and a cannabinoid based drug for Mild Cognitive Impairment using the low dose technology. The Company was a dual-listed company, which had its shares traded on the Tel-Aviv Stock Exchange ("TASE") since December 26, 2005, and on the Nasdaq Stock Market ("Nasdaq") since March 27, 2017. On August 7, 2018, the Company delisted its shares from the TASE. The Company completed an initial public offering ("IPO") in the United States on March 27, 2017, and raised approximately $13.7 million. Since the IPO, the Company has had its American Depository Shares ("ADSs") registered with the U.S. Securities and Exchange Commission ("SEC") and has been listed on the Nasdaq. The headquarters of Therapix are located in the Tel Aviv district (Givataaim), Israel. As of December 31, 2018, Therapix has four subsidiaries (the "Subsidiaries"): - NasVax Inc., a Delaware corporation - fully owned (100%); - Brain Bright Ltd., an Israeli company - fully owned (100%); - Evero Health Ltd. (previously Weex Biosciences Ltd.), an Israeli company - fully owned (100%); - Therapix Healthcare Resources Inc. ("THR"), a Delaware corporation, in which control was achieved on October 3, 2018 - Therapix holds 82.36% of THR's equity. THR was established on July 31, 2018 (see Note 5). All the Subsidiaries are private companies, and as of the date of these financial statements, except for THR, all other subsidiaries are inactive companies with no assets or liabilities. Therefore, only THR's financial statements are consolidated within the Group. Therapix also owns approximately 27% of Lara Pharm Ltd.'s ("Lara") share capital; however, the Company does not have significant influence on Lara since it has no representation in Lara's board of directors. The Company wrote-off the entire investment in Lara in 2015 (see Note 9a). All information in the financial statements regarding the ADSs is a presumption that all of the Company's shares have been converted into ADS (Each ADS represents forty (40) ordinary shares). The consolidated financial statements of the Group for the year ended December 31, 2018, were approved for issue on May 13, 2019 (the "Approval Date"). b. Functional currency and presentation currency: The functional currency of the Company, which is the currency that best reflects the economic environment in which the Company operates and conducts its transactions, was the New Israeli Shekel ("NIS") until October 1, 2018, when the Company change the functional currency to the U.S. Dollars ("USD" or "$") after concluding that according to in IAS 21, "The Effects of Changes in Foreign Exchange Rates" ("IAS 21"), the USD is the primary currency of the economic environment in which the Company operates (see Note 2d). The consolidated financial statements are presented in USD since the Company believes that preparing the consolidated financial statements in USD provides more relevant information to the investors. c. The Group incurred a net loss of approximately $9 million and had negative cash flows from operating activities of approximately $7 million for the year ended December 31, 2018. As of December 31, 2018, the Group had an accumulated deficit of approximately $47 million as a result of recurring operating losses. As discussed in Note 1a above, the Group's business strategy is to focus on developing an entourage technology based cannabinoid drug. As of the Approval Date of the consolidated financial statements, the Group has not yet started recognizing revenues from sales and its operation is dependent on its ability to raise additional funds from existing and/or new investors in order to finance its activity. This dependency will continue until the Group will be able to completely finance its operations by selling its products. In addition, as of the Approval Date of the consolidated financial statements, the Group has not raised the necessary funding in order to continue its activity in the foreseeable future. These abovementioned factors raise substantial doubt about the Group's ability to continue as a going concern. The financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that might result should the Group be unable to continue as a going concern. d. Definitions: The Company - Therapix Biosciences Ltd. The Group - Therapix Biosciences Ltd. and its investees, as detailed in Note 1a. Subsidiaries - Companies that are controlled by the Company, as defined IFRS 10, "Consolidated Financial Statements" ("IFRS 10"), and whose accounts are consolidated with those of the Company (if active). Related parties - As defined in International Accounting Standard ("IAS") 24, "Related Party Disclosures" ("IAS 24"). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The following accounting policies have been applied consistently in the financial statements for all periods presented, unless otherwise stated. a. Basis of presentation of the financial statements: These financial statements have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB"). The Group's financial statements have been prepared on a cost basis, unless otherwise indicated. The Group has elected to present the profit or loss items using the function of expense method. The financial statements are presented in USD and all values are rounded to the nearest thousand ('000), except when otherwise indicated. b. The operating cycle: The operating cycle of the Group is one year. c. Consolidated financial statements: The consolidated financial statements comprise the financial statements of companies that are controlled by the Company (Subsidiaries). Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing whether an entity has control. The consolidation of the financial statements commences on the date on which control is obtained and ends when such control ceases. The financial statements of the Company and of the Subsidiaries are prepared as of the same dates and periods. The consolidated financial statements are prepared using uniform accounting policies by all companies in the Group. Significant intragroup balances and transactions and gains or losses resulting from intragroup transactions are eliminated in full in the consolidated financial statements. Non-controlling interests in subsidiaries represent the equity in subsidiaries not attributable, directly or indirectly, to a parent. Non-controlling interests are presented in equity separately from the equity attributable to the equity holders of the Company. Profit or loss and components of other comprehensive income are attributed to the Company and to non-controlling interests. Losses are attributed to non-controlling interests even if they result in a negative balance of non-controlling interests in the consolidated statement of financial position. d. Functional currency and foreign currency: Effective on October 1, 2018, due to changes in certain economic facts and circumstances that indicate that the functional currency has changed from NIS to USD, the Company changed its functional currency from NIS to the USD. The Company accounted for the change in functional currency prospectively. The Company's management believes that since October 1, 2018, the USD is the primary currency of the economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the USD. In determining the appropriate functional currency that should be used, the Company followed the guidance in IAS 21. As of October 1, 2018, all the Company's assets and liabilities were translated using the current rate method, using the USD exchange rate as of September 30, 2018, and equity was translated using the historical exchange rate at the relevant transaction date. Until October 1, 2018, the financial statements were translated as follows: a) Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of the reporting period; b) Income and expenses for each period included in profit or loss (including comparative data) is translated at average exchange rates for the relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of the transactions; c) Share capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence or at average exchange rates for the relevant periods; d) Retained earnings are translated based on the opening balance translated at the exchange rate at that date; and e) All resulting translation differences are recognized as a separate component of other comprehensive income (loss) in equity "foreign currency translation reserve." Transactions denominated in foreign currency (other than the functional currency) are recorded on initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at each reporting date into the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currency and measured at fair value are retranslated into the functional currency using the exchange rate prevailing at the date when the fair value was determined. Non-monetary assets and liabilities measured at cost are translated at the exchange rate at the date of the transaction. The functional currency of THR is the USD as well. e. Business combinations and goodwill: Business combinations are accounted for by applying the acquisition method. The cost of the acquisition is measured at the fair value of the consideration transferred on the acquisition date with the addition of non-controlling interests in the acquiree. In each business combination, the Company chooses whether to measure the non-controlling interests in the acquiree based on their fair value on the acquisition date or at their proportionate share in the fair value of the acquiree's net identifiable assets. Direct acquisition costs are carried to the statement of profit or loss as incurred. Goodwill is initially measured at cost which represents the excess of the acquisition consideration and the amount of non-controlling interests over the net identifiable assets acquired and liabilities assumed. If the resulting amount is negative, the acquirer recognizes the resulting gain on the acquisition date. f. Cash equivalents: Cash equivalents are considered as highly liquid investments, including unrestricted short-term bank deposits with an original maturity of three months or less from the date of investment or with a maturity of more than three months, but which are redeemable on demand without penalty and which form part of the Group's cash management. g. Restricted deposit: Restricted deposit is cash invested in a short-term deposit (between three months and one year) or in a long-term deposit (with a maturity of more than one year from the date of investment). Restricted deposits are designated to secure the Company's office facilities lease agreements and its credit cards. h. Government grants: Government grants are recognized when there is reasonable assurance that the grants will be received and the Company will comply with the attached conditions. Government grants received from Israel's Innovation Authority (formerly: the Office of the Chief Scientist, the "IIA") are recognized upon receipt as a liability if future economic benefits are expected from the research project that will result in royalty-bearing sales. A liability for the loan is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses. After initial recognition, the liability is measured at amortized cost using the effective interest method. Royalty payments are treated as a reduction of the liability. If no economic benefits are expected from the research activity, the grant receipts are recognized as a reduction of the related research and development expenses. In that event, the royalty obligation is treated as a contingent liability in accordance with IAS 37, "Provisions, Contingent Liabilities and Contingent Assets" ("IAS 37"). In each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, and if so, the appropriate amount of the liability is derecognized against a corresponding reduction in research and development expenses. Amounts paid as royalties are recognized as settlement of the liability. i. Fair value measurement: Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement is based on the assumption that the transaction will take place in the asset's or the liability's principal market, or in the absence of a principal market, in the most advantageous market. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value hierarchy based on the lowest level input that is significant to the entire fair value measurement: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable directly or indirectly. Level 3 - Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). j. Taxes on income: Current or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other comprehensive income or equity. 1. Current taxes: A current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date as well as adjustments required in connection with the tax liability in respect of previous years. 2. Deferred taxes: Deferred taxes are computed in respect of temporary differences between the carrying amounts in the financial statements and the amounts attributed for tax purposes. Deferred taxes are measured at the tax rate that is expected to apply when the asset is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is not probable that they will be utilized. Deductible carryforward losses and temporary differences for which deferred tax assets had not been recognized are reviewed at each reporting date and a respective deferred tax asset is recognized to the extent that their utilization is probable. Taxes that would apply in the event of the disposal of investments in investees have not been taken into account in computing deferred taxes, as long as the disposal of the investments in investees is not probable in the foreseeable future. Also, deferred taxes that would apply in the event of distribution of earnings by investees as dividends have not been taken into account in computing deferred taxes, since the distribution of dividends does not involve an additional tax liability or since it is the Company's policy not to initiate distribution of dividends from a subsidiary that would trigger an additional tax liability. Taxes on income that relate to distributions of an equity instrument and to transaction costs of an equity transaction are accounted for pursuant to IAS 12, "Income Taxes" ("IAS 12"). Deferred taxes are offset if there is a legally enforceable right to offset a current tax asset against a current tax liability and the deferred taxes relate to the same taxpayer and the same taxation authority. k. Leases: The criteria for classifying leases as finance or operating leases depend on the substance of the agreements and are made at the inception of the lease in accordance with the following principles as set out in IAS 17, "Leases" ("IAS 17"). The Group as lessee: Leases in which substantially all the risks and rewards of ownership of the leased asset are not transferred to the Group are classified as operating leases. Lease payments are recognized as an expense in profit or loss on a straight-line basis over the lease term. l. Property and equipment, net: Property is measured at cost, including directly attributable costs, less accumulated depreciation, accumulated impairment losses and any related investment grants and excluding day-to-day servicing expenses. Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows: % Mainly % Lab equipment 6-50 33% Computers 33-50 33% Office furniture and equipment 20-33 25% Vehicles 55 - Leasehold improvements see below - Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term (including the extension option held by a company and intended to be exercised) and the expected life of the improvement. The useful life, depreciation method and residual value of an asset are reviewed at least each year-end and any changes are accounted for prospectively as a change in accounting estimate. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale and the date that the asset is derecognized. m. Intangible assets: Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible assets, excluding capitalized development costs, are recognized in profit or loss when incurred. Intangible assets with a finite useful life are amortized over their useful life and reviewed for impairment whenever there is an indication that the asset may be impaired. The amortization period and the amortization method for an intangible asset are reviewed at least at each year end. n. Impairment of non-financial assets: The Company evaluates the need to record an impairment of non-financial assets whenever events or changes in circumstances indicate that the carrying amount is not recoverable. If the carrying amount of non-financial assets exceeds their recoverable amount, the assets are reduced to their recoverable amount. The recoverable amount is the higher of fair value less costs of sale and value in use. In measuring value in use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the risks specific to the asset. The recoverable amount of an asset that does not generate independent cash flows is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss. o. Financial instruments: In July 2014, the IASB issued the final and complete version of IFRS 9, "Financial Instruments" ("IFRS 9"), which replaces IAS 39, "Financial Instruments: Recognition and Measurement" ("IAS 39"). IFRS 9 mainly focuses on the classification and measurement of financial assets and it applies to all assets within the scope of IAS 39. IFRS 9 has been applied for the first time on January 1, 2018, using the modified retrospective approach with certain reliefs and without restatement of comparative figures. After having evaluated the effects of the application of IFRS 9, the Group believes that the adoption has no material effect on the Group's financial statements. The accounting policy for financial instruments applied until December 31, 2017, is as follows: 1. Financial assets: Financial assets within the scope of IAS 39 (accounts receivable) are initially recognized at fair value plus directly attributable transaction costs. After initial recognition, accounts receivable are measured at amortized cost. 2. Financial liabilities: Financial liabilities are initially recognized at fair value. Loans and other liabilities measured at amortized cost are presented net of direct transaction costs. After initial recognition, the accounting treatment of financial liabilities is based on their classification as follows: Financial liabilities at amortized cost: After initial recognition, loans and other liabilities are measured based on their terms at amortized cost less directly attributable transaction costs using the effective interest method. 3. Offsetting of financial instruments: Financial assets and financial liabilities are offset and the net amount is presented in the consolidated statement of financial position if there is a legal enforceable right to offset the recognized amounts and there is an intention either to settle on a net basis or to realize the asset and settle the liability simultaneously. The right of offset must be legally enforceable not only during the ordinary course of business of the parties to the contract but also in the event of bankruptcy or insolvency of one of the parties. In order for the right of offset to be currently available, it must not be contingent on a future event, there may not be periods during which the right is not available, or there may not be any events that will cause the right to expire. 4. Issue of a unit of securities: The issue of a unit of securities involves the allocation of the proceeds received (before issuance expenses) to the securities issued in the unit based on the following order: financial derivatives and other financial instruments measured at fair value in each period. Then fair value is determined for financial liabilities that are measured at amortized cost. The proceeds allocated to equity instruments are determined to be the residual amount. Issuance costs are allocated to each component pro rata to the amounts determined for each component in the unit. 5. Derecognition of financial instruments: a) Financial assets - A financial asset is derecognized when the contractual rights to the cash flows from the financial asset expire or the Company has transferred its contractual rights to receive cash flows from the financial asset or assumes an obligation to pay the cash flows in full without material delay to a third party and has transferred substantially all the risks and rewards of the asset, or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. b) Financial liabilities - A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. 6. Impairment of financial assets: The Company assesses at each reporting date whether there is any objective evidence of impairment of a financial asset or group of financial assets as follows: Financial assets carried at amortized cost Objective evidence of impairment exists when one or more events that have occurred after initial recognition of the asset have a negative impact on the estimated future cash flows. The amount of the loss recorded in profit or loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not yet been incurred) discounted at the financial asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate is the current effective interest rate. In a subsequent period, the amount of the impairment loss is reversed if the recovery of the asset can be related objectively to an event occurring after the impairment was recognized. The amount of the reversal, up to the amount of any previous impairment, is recorded in profit or loss. The accounting policy, according to IFRS 9, for financial instruments applied commencing from January 1, 2018, is as follows: 1. Financial assets: Financial assets are measured upon initial recognition at fair value plus transaction costs that are directly attributable to the acquisition of the financial assets, except for financial assets measured at fair value through profit or loss in respect of which transaction costs are recorded in profit or loss. The Group classifies and measures debt instruments in the financial statements based on the following criteria: - The Group's business model for managing financial assets; and - The contractual cash flow terms of the financial asset. a) Debt instruments are measured at amortized cost when: The Group's business model is to hold the financial assets in order to collect their contractual cash flows, and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, the instruments in this category are measured according to their terms at amortized cost using the effective interest rate method, less any provision for impairment. On the date of initial recognition, the Group may irrevocably designate a debt instrument as measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency, such as when a related financial liability is also measured at fair value through profit or loss. b) Debt instruments are measured at fair value through profit or loss when: A financial asset which is a debt instrument does not meet the criteria for measurement at amortized cost or at fair value through other comprehensive income. After initial recognition, the financial asset is measured at fair value and gains or losses from fair value adjustments are recognized in profit or loss. c) Equity instruments and other financial assets held for trading: Investments in equity instruments do not meet the above criteria and accordingly are measured at fair value through profit or loss. Other financial assets held for trading such as derivatives, including embedded derivatives separated from the host contract, are measured at fair value through profit or loss unless they are designated as effective hedging instruments. Dividends from investments in equity instruments are recognized in profit or loss when the right to receive the dividends is established. 2. Derecognition of financial assets: A financial asset is derecognized only when: - The contractual rights to the cash flows from the financial asset has expired; - The Group has transferred substantially all the risks and rewards deriving from the contractual rights to receive cash flows from the financial asset or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset; or - The Group has retained its contractual rights to receive cash flows from the financial asset but has assumed a contractual obligation to pay the cash flows in full without material delay to a third party. A transaction involving factoring of accounts receivable and credit card vouchers is derecognized when the abovementioned conditions are met. 3. Financial liabilities: a) Financial liabilities measured at amortized cost: Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, the Group measures all financial liabilities at amortized cost using the effective interest rate method, except for Financial liabilities at fair value through profit or loss such as derivatives; b) Financial liabilities measured at fair value through profit or loss: At initial recognition, the Group measures financial liabilities that are not measured at amortized cost at fair value. Transaction costs are recognized in profit or loss. After initial recognition, changes in fair value are recognized in profit or loss. 4. Derecognition of financial liabilities: A financial liability is derecognized only when it is extinguished, that is when the obligation specified in the contract is discharged or cancelled or expires. A financial liability is extinguished when the debtor discharges the liability by paying in cash, other financial assets, goods or services, or is legally released from the liability. 5. Offsetting financial instruments: Financial assets and financial liabilities are offset and the net amount is presented in the statement of financial position if there is a legally enforceable right to set off the recognized amounts and there is an intention either to settle on a net basis or to realize the asset and settle the liability simultaneously. The right of set-off must be legally enforceable not only during the ordinary course of business of the parties to the contract but also in the event of bankruptcy or insolvency of one of the parties. In order for the right of set-off to be currently available, it must not be contingent on a future event, there may not be periods during which the right is not available, or there may not be any events that will cause the right to expire. 6. Compound financial instruments: Convertible debentures which contain both an equity/derivative component and a liability component are separated into two components. This separation is performed by first determining the liability component based on the fair value of an equivalent non-convertible liability. The value of the conversion component is determined to be the residual amount. Directly attributable transaction costs are apportioned between the equity component and the liability component based on the allocation of proceeds to the equity and liability components. 7. Issue of a unit of securities: The issue of a unit of securities involves the allocation of the proceeds received (before issue expenses) to the securities issued in the unit based on the following order: financial derivatives and other financial instruments measured at fair value in each period. Then fair value is determined for financial liabilities that are measured at amortized cost. The proceeds allocated to equity instruments are determined to be the residual amount. Issue costs are allocated to each component pro rata to the amounts determined for each component in the unit. p. Research and development expenditures: Research expenditures are recognized in profit or loss when incurred. The conditions enabling capitalization of development costs as an asset have not yet been met and, therefore, all development expenditures are recognized in profit or loss when incurred. q. Revenue recognition: The Group has not yet generated any revenues from the sale of goods or from rendering services related to the sold products. r. Finance income and expenses: Finance income comprises interest income on amounts invested and exchange rate gains. Interest income is recognized as it accrues using the effective interest method. Finance expenses comprise changes in the fair value of financial liabilities measured at fair value through profit or loss and exchange rate losses. Borrowing costs are recognized in profit or loss using the effective interest method. s. Earnings (loss) per share/ADS: Earnings (loss) per share or per ADS are calculated by dividing the net income (loss) attributable to equity holders of the Company by the weighted number of ordinary shares or ADSs outstanding during the period. Basic loss per share or ADS includes only shares or ADSs that were outstanding during the period. Potential ordinary shares or ADSs are included in the computation of diluted loss per share or per ADS when t. Share/ADS-based payment transactions: The Company's employees and other service providers may receive remuneration in the form of share/ADS-based payments ("Equity-settled transactions"). Equity-settled transactions: The Group's employees/other service providers may receive remuneration in the form of equity-settled share-based payment transactions. Equity-settled transactions: The cost of equity-settled transactions with employees is measured at the fair value of the equity instruments granted at grant date. The fair value is determined using an acceptable option pricing model ("OPM"). As for other service providers, the cost of the transactions is measured at the fair value of the goods or services received as consideration for equity instruments granted. The cost of equity-settled transactions is recognized in profit or loss together with a corresponding increase in equity during the period in which the performance and/or service conditions are to be satisfied ending on the date on which the relevant employees become entitled to the award (the "Vesting Period"). The cumulative expense recognized for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which the Vesting Period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether the market condition is satisfied, provided that all other vesting conditions (service and/or performance) are satisfied. u. Employee benefit liabilities: The Company has several employee benefit plans: 1. Short-term employee benefits: Short-term employee benefits are benefits that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related services. These benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions and are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Group has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made. 2. Post-employment benefits: The plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined benefit plans. The Group has defined contribution plans to its employees according to the specific laws per country. v. Provisions: A provision in accordance with IAS 37 is recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects part or all of the expense to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense is recognized in the statement of profit or loss net of any reimbursement. Following are the types of provisions included in the financial statements: Legal claims: A provision for claims is recognized when the Group has a present legal or constructive obligation as a result of a past event, it is more likely than not that an outflow of resources embodying economic benefits will be required by the Group to settle the obligation and a reliable estimate can be made of the amount of the obligation. |
Significant Accounting Judgment
Significant Accounting Judgments, Estimates and Assumptions Used in the Preparation of the Financial Statements | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Judgments Estimates And Assumptions Used In Preparation Of Financial Statements | |
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS | NOTE 3:- SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS In the process of applying the significant accounting policies, the Group has made the following judgments which have the most significant effect on the amounts recognized in the financial statements: a. Judgments: - Classification of leases: In order to determine whether to classify a lease as a finance lease or an operating lease, the Group evaluates whether the lease transfers substantially all the risks and rewards incidental to ownership of the asset. In this respect, the Group evaluates such criteria as the existence of a bargain purchase option, the lease term in relation to the economic life of the asset and the present value of the minimum lease payments in relation to the fair value of the asset. - Effective control: The Company assesses whether it controls a company in which it holds less than the majority of the voting rights, among others, by reference to the size of its holding of voting rights relative to the size and dispersion of holdings of the other vote holders including voting patterns at previous shareholders' meetings. - Determining the fair value of share-based payment transactions: The fair value of share-based payment transactions is determined upon initial recognition by an acceptable OPM. The inputs to the model include share price, exercise price and assumptions regarding expected volatility, expected life of share option and expected dividend yield. b. Estimates and assumptions: The preparation of the financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. Changes in accounting estimates are reported in the period of the change in estimate. The key assumptions made in the financial statements concerning uncertainties at the reporting date and the critical estimates computed by the Group that may result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. - Grants from the IIA: Government grants received from the IIA at the Ministry of Industry, Trade and Labor are recognized as a liability if future economic benefits are expected from the research and development activity that will result in royalty-bearing sales. There is uncertainty regarding the estimated future cash flows used to measure the amount of the liability. - Legal claims: In estimating the likelihood of outcome of legal claims filed against the Company and its investees, the companies rely on the opinion of their legal counsel. These estimates are based on the legal counsel's best professional judgment, taking into account the stage of proceedings and legal precedents in respect of the different issues. Since the outcome of the claims will be determined in courts, the results could differ from these estimates. - Fair value of financial instruments: When the fair values of financial assets and financial liabilities recorded in the statement of financial position cannot be derived from active markets, their fair value is determined using a variety of valuation techniques that include the use of valuation models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, estimation is required in establishing fair values. The models are tested for validity by calibrating to prices from any observable current market transactions in the same instrument when available. |
Disclosure of New Standards in
Disclosure of New Standards in the Period Prior to their Adoption | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of New Standards In Period Prior To Their Adoption | |
DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION | NOTE 4:- DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION a. IFRS 16, "Leases": In January 2016, the IASB issued IFRS 16, "Leases" ("IFRS 16"). According to IFRS 16, a lease is a contract, or part of a contract, that conveys the right to use an asset for a period of time in exchange for consideration. The effects of the adoption of the IFRS 16 are as follows: - Lessees are required to recognize an asset and a corresponding liability in the statement of financial position in respect of all leases (except in certain cases, see below) similar to the accounting treatment of finance leases according to the existing IAS 17, "Leases". - Lessees are required to initially recognize a lease liability for the obligation to make lease payments and a corresponding right-of-use asset. Lessees will also recognize interest and depreciation expense separately. - Variable lease payments that are not dependent on changes in the Consumer Price Index ("CPI") or interest rates, but are based on performance or use (such as a percentage of revenues) are recognized as an expense by the lessees as incurred and recognized as income by the lessors as earned. - In the event of change in variable lease payments that are CPI-linked, lessees are required to re-measure the lease liability and the effect of the re-measurement is an adjustment to the carrying amount of the right-of-use asset. - The accounting treatment by lessors remains substantially unchanged, namely classification of a lease as a finance lease or an operating lease. IFRS 16 is effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted. At this stage, the Group does not intend to early adopt IFRS 16. IFRS 16 permits lessees to use one of the following approaches: 1. Full retrospective approach - according to this approach, the effect of the adoption of IFRS 16 at the beginning of the earliest period presented will be carried to equity. Also, the Group will restate the comparative figures in its financial statements. The balance of the liability as of the date of initial adoption of IFRS 16 as per this approach will be calculated using the interest rate implicit in the lease, unless this rate cannot be easily determined in which case the lessee's incremental borrowing rate of interest will be used. 2. Modified retrospective approach - this approach does not require restatement of comparative data. The balance of the liability as of the date of initial adoption of IFRS 16 will be calculated using the lessee's incremental borrowing rate of interest on the date of initial adoption of IFRS 16. As for the outstanding right-of-use asset, the Group may apply one of the two following alternatives to account for each lease separately: - Recognizing an asset in the amount of the recognized liability, with certain adjustments; or - Recognizing an asset as if the asset had always been measured according to the provisions of IFRS 16. Any difference arising on the date of first-time adoption of IFRS 16 as a result of the modified retrospective approach will be carried to equity. The Group expects to use the modified retrospective approach for the first-time adoption of IFRS 16 by measuring the right-of-use asset equally to the obligation to make lease payments as presented on the date of initiation. The Group has extensive lease contracts consisting of buildings. In the context of examining the potential impact of IFRS 16 on the financial statements, the Group is reviewing the following issues: - The existence of lease extension options - according to IFRS 16, non-cancellable lease terms also include periods that are covered by the lease extension options if it is likely that the lessee will exercise the option. The Group is examining the existence of such options in its lease agreements and whether or not it is likely that they will be exercised by it. In the context of such examination, the Group studies all the relevant facts and circumstances that are likely to create an economic incentive for exercising the option, among others, significant leasehold improvements that have been or are expected to be performed, the significance of the leasehold to the Group's activity and past experience in connection with the exercise of such extension options. IFRS 16 incorporates two exceptions, whereby lessees are entitled to account for leases according to the current accounting treatment of operating leases, in the event of leases of assets of a low financial value or in the event of leases for a period of up to one year. - Separation of contract components - according to IFRS 16, all lease components of a contract should be separated from non-lese components when the lessee is allowed the relief of choosing not to distinguish between such components according to categories of base assets but rather jointly account for them as a single lease component. The Group is reviewing the existence of non-lease components in its current lease contracts such as for the provision of management and maintenance services and whether the above relief should be applied to each category of base assets. - Discount interest rate - the Group is examining how to determine the discount rate for measuring a right-of-use asset on the date of initial adoption of IFRS 16, based on the initial adoption approach chosen by it. In this context, the Group is also examining its ability to estimate the fair value of the leasehold and the lessor's initial costs if it should choose the retrospective approach, or alternatively estimate the lessee's incremental borrowing rate of interest assuming that the interest rate implicit in the lease cannot be determined using the full retrospective approach or if it should choose the modified retrospective approach in view of the lease period and the nature of the leasehold. The Group is also evaluating the need for adjustments to its systems, internal control, policies and procedures that will be necessary in order to apply the provisions of IFRS 16. The Group estimates that the effect of the initial adoption of IFRS 16 as of January 1, 2019, will result in an increase of approximately $2.703 million in the Group's total assets and liabilities. The above quantitative disclosures rely on the effects as they are currently known to the Group based on existing data and parameters. The adoption of IFRS 16 may require certain adjustments in the Group's future financial statements for 2018, after specific policies have been finalized with respect to the application issues currently under review. In addition, as a result of the initial adoption of IFRS 16, the Group estimates that in the year ending on December 31, 2019, there will be a decrease of rental expenses of $684 thousand , |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about business combination [abstract] | |
BUSINESS COMBINATIONS | NOTE 5:- BUSINESS COMBINATIONS: Acquisition On July 31, 2018, the Company entered into an agreement for convertible equity (the "Convertible Equity Agreement") with THR, which is a company that was incorporated in Delaware, on July 26, 2018, and an unaffiliated third party. Since July 31, 2018, THR was engaged in operating pain treatment clinics, mainly in Tennessee, to treat an assortment of different pains, including, acute pain, spine pain, chronic headaches, cancer pain, oral/maxillofacial pain, neuropathic pain and rheumatologic/myofascial pain. Under the Convertible Equity Agreement, the Company loaned an aggregate amount of $1.625 million (the "THR Loan") to THR. The maturity date of the loan, which accrues interest at a rate of 9% per annum, will occur upon demand of the Company and under certain conditions detailed in the Convertible Equity Agreement as follows: - The Company shall have the right to instruct THR in writing, no later than October 3, 2018 (the "Execution Date") to repay the THR Loan, together with all interest accrued in cash at the Execution Date. - The Company will have the right to convert the THR Loan, together with all interest accrued, into that number of shares of the most senior class of shares of THR, existing at the time of such conversion, at a price per share equal to the fair market value of such shares as shall be determined by THR's board of directors. Notwithstanding anything to the contrary, the Company shall not exercise any conversion rights under the Convertible Equity Agreement together with all interest accrued unless and until, at least, one of the following conditions is met: (1) Three THR clinics become fully operational; or (2) the directors of THR authorize the formal issuance of shares of THR at their initial meeting or in a resolution of lieu of an initial meeting. In the event the terms mentioned above are not fulfilled within twelve months after the Execution Date, then the THR Loan will be converted automatically. In addition, if the THR Loan will be converted by the Company, the Company shall have the right to appoint 50% of the members of THR's board of directors, including the chairman of the board of directors. According to THR's certificate of incorporation, the chairman of the board of directors shall cast the decisive vote in the event that voting of the board of directors is tied. On October 3, 2018 (the "Acquisition Date"), following the fact that the above mentioned conditions were met, the Company converted the entire THR Loan and as a result holds 82.36% of THR's equity, and accordingly achieved control over THR. Until December 31, 2018, no further changes were made to THR's equity. In addition, since the Acquisition Date and until December 31, 2018, the Company loaned to THR an additional amount of $487 thousand by four additional loans, which accrued interest at a rate of 9% per annum. Also, since January 1, 2019, and until the date of Approval Date, the Company loaned to THR an additional amount of $202 thousand by four additional loans under the same terms as the abovementioned loans. Up and until the Acquisition Date and the beginning of consolidation, the THR Loan was treated as a convertible loan (as a financial asset), presented at its fair value through profit or loss pursuant to IFRS 9, plus accrued interest in the total amount of $22 thousand. Accordingly, on the Acquisition Date, no adjustments were required to the value of the investment which represents the purchase consideration of $1.647 million. The Group has elected to measure the non-controlling interests in THR at the proportionate share of the non-controlling interests of the fair value of THR's net identifiable assets. The Company recognized the fair value of the assets acquired and liabilities assumed in the business combination according to a provisional measurement. The purchase consideration and the fair value of the acquired assets and liabilities may be adjusted within twelve months from the Acquisition Date. The fair value of the identifiable assets and liabilities of THR on the Acquisition Date: Fair value USD in thousands Cash $ 14 Other accounts receivable 45 Property and equipment, net 2,192 Customer relationships, net 307 2,558 Trade payables (445 ) Other accounts payable (42 ) Related Parties (206 ) Deferred taxes liability, net (60 ) (753 ) Net identifiable assets 1,805 Non-controlling interests (318 ) Goodwill arising on acquisition 160 Total purchase cost $ 1,647 The goodwill arising from the acquisition is attributed to the expected benefits from the synergies of the combination of the activities of the Company and THR. Cash outflow/inflow on the Acquisition Date: USD in thousands Cash paid $ 1,647 Cash acquired with THR at the Acquisition Date (14 ) Net cash $ 1,633 Since the Acquisition Date until December 31, 2018, THR contributed a total loss in the amount of $2.335 million to the Group's total loss for the year ended on December 31, 2018 (the loss attributed to the non-controlling interests is $412 thousand). On December 31, 2018, the Group reviewed the goodwill for impairment and due to significant losses incurred by THR, as well as its failure to maintain required licenses to operate its facilities, the Group decided to fully impair the goodwill which have arisen from THR's acquisition. Accordingly, on December 31, 2018, the intangible asset due to THR's customer relationships was fully impaired as well. On March 26, 2019, due in part to significant losses incurred by THR, as well as its failure to maintain required licenses to operate its facilities, the Group's management anticipates that THR will commence a liquidation process of its assets in the near future. The liquidation of THR's remaining assets, or potential claims that may arise from the liquidation and dissolution of THR may adversely affect the Group's reputation or divert management's attention in the event of any material litigation. As of the date of approval of the financial statements, the Group is not able to estimate reliably the timing and results of the proposed liquidation or of any consequences that may occur as a result thereof, except for what is disclosed in these financial statements. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2018 | |
Cash | |
CASH AND CASH EQUIVALENTS | NOTE 6:- CASH AND CASH EQUIVALENTS December 31, 2018 2017 USD in thousands Cash for immediate withdrawal - in NIS $ 247 $ 93 Cash for immediate withdrawal - in USD 1,238 9,102 $ 1,485 $ 9,195 |
Other Accounts Receivable
Other Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Trade and other receivables [abstract] | |
OTHER ACCOUNTS RECEIVABLE | NOTE 7:- OTHER ACCOUNTS RECEIVABLE December 31, 2018 2017 USD in thousands Prepaid expenses $ 250 $ 224 Government authorities 66 54 Other receivables 88 - $ 404 $ 278 |
Convertible Loan
Convertible Loan | 12 Months Ended |
Dec. 31, 2018 | |
Convertible Loan [Abstract] | |
CONVERTIBLE LOAN | NOTE 8:- CONVERTIBLE LOAN On April 17, 2018, the Company entered into a convertible loan agreement with Cure Pharmaceutical Holding Corp. ("Cure" and the "Convertible Loan Agreement," respectively), a U.S.-based company. Under the Convertible Loan Agreement, the Company lent Cure an amount of $500 thousand (the "Cure Loan"). The maturity date of the Cure Loan, together with an interest at a rate of 9% per annum, was set as April 30, 2019 (the "Maturity Date"). In addition, according to the Convertible Loan Agreement, the Company had the option to instruct Cure, prior to the Maturity Date, to repay the Cure Loan amount together with all interest accrued thereon, in lieu of the conversion (described below), in which case Cure will effect such repayment on the Maturity Date. Conversion of the Cure Loan could have been upon one out of several options mentioned in the Convertible Loan Agreement. On December 31, 2018, the Company instructed Cure to repay the Cure Loan (with the accrued interest) on the Maturity Date. Therefore, the Cure Loan balance as of December 31, 2018, was presented on a cost basis, with the accrued interest of 9% per annum. The Cure Loan was fully repaid, including interest, on April 30, 2019, and the Convertible Loan Agreement was terminated with no further effect. |
Investment in Associate and Inv
Investment in Associate and Investments in Investees | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about investment property [abstract] | |
INVESTMENT IN ASSOCIATE AND INVESTMENTS IN INVESTEES | NOTE 9:- INVESTMENT IN ASSOCIATE AND INVESTMENTS IN INVESTEES a. Investment in Lara: On June 15, 2014, a definitive investment agreement was signed between the Company and Lara, an Israeli company that operates in the field of medical cannabis, which determined, among others, that the Company will invest in Lara up to a total of $1.5 million, subject to the fulfillment of several prerequisites (the "Investment Agreement"). Under the Investment Agreement, the Company undertook to transfer to Lara an initial investment amount of $800 thousand against shares that will represent about 48% of Lara's issued and outstanding share capital (approximately 27% on a fully diluted basis). In May 2016, following various claims that the parties held against each other, the Company and Lara signed a settlement and termination agreement (the "Settlement Agreement"). Under the Settlement Agreement, the parties agreed that the Company will continue to hold approximately 27% of Lara's share capital, and that it will be released from making the remaining payments under the Investment Agreement and all other terms of the Investment Agreement will have no further binding effect. Pursuant to the Settlement Agreement, the Company's representative on Lara's board of directors resigned. Also, the Company doesn't have the right to appoint a director. Accordingly, the Company no longer has significant influence over Lara. As of December 31, 2018, the balance of the investment in Lara is $0. b. Sale of Orimmune Bio Ltd. and the Termination of the Hadasit License Agreement: On June 22, 2016, the Company entered into a share transfer agreement (the "Transfer Agreement") with its then wholly owned subsidiary, Orimmune Bio Ltd. ("Orimmune") and Karma Link Ltd. (the "Buyer"), whereby the Company will sell its interests in Orimmune to the Buyer and use its best efforts transfer to Orimmune and assign its rights in the Anti-CD3 technology (which was in-licensed by the Company from Hadasit Medical Research Services & Development Ltd., ("Hadasit") and certain internally developed assets and technology relating thereto) (the "License"), assist in obtaining all the necessary approvals for such technology transfer, in return to a predetermined rate (which is a low double-digit number) of all receipts which the Buyer will receive from Orimmune or from third parties in connection with the shares and/or assets of Orimmune, up to an aggregate of approximately $10 million. For each receipt in excess of said aggregate amount, the Company will be entitled to a lower rate determined therefrom (also a low double-digit number). During the interim period until the completion of the License assignment process, among others, the Buyer will bear certain of the payments in respect of the License and/or resulting therefrom (including payments for holding the patents under the License and including payments for a pending patent opposition proceeding involving the License). In August 2016, the Transfer Agreement was executed, and no consideration was paid to the Company at such time. The Transfer Agreement included a mechanism in which the Company is entitled to receive future compensation in the event of, and based on, Orimmune's future sale to a third party. As a result of the loss of control, the Company recorded a capital gain in the amount of $34 thousand. During May 2017, an amendment to the Transfer Agreement was signed (the "Orimmune Amendment") between the Company, the Buyer and Orimmune, in which the parties acknowledged that the Company's discussions with Hadasit regarding the possibility of assigning the License to Orimmune, as contemplated in the Transfer Agreement, have yet to mature into an agreement with Hadasit, due to Hadasit's objection to the proposed assignment. As a gesture of good faith, the Company agreed to bear certain fees expenses related to the License incurred prior to the date hereof in the amount of $60 thousand, which were paid to Orimmune. In addition, during a period of 6 months commencing as of the date of the Orimmune Amendment, the Company agreed to bear certain additional fees and expenses related to the License. It was determined that such additional amounts will not exceed $15 thousand. All such additional fees and expenses shall be coordinated and approved by Company in advance. The Orimmune Amendment further emphasized that in the event that the parties were unable to successfully assign the License within such 6-month period, the Company would be deemed to have satisfied its obligation to use reasonable commercial efforts according to the Transfer Agreement. In consideration of the foregoing, it was agreed to increase the percentages of the predetermined rate of all receipts which the Buyer will receive from the Orimmune or from third parties in connection with the shares and/or assets of the Orimmune. Following further discussions between the Company and Hadasit held during 2017, and through the first quarter of 2018, after not succeeding in assigning the License to the Buyer, on March 29, 2018, the Company and Hadasit signed a mutual termination agreement (the "Termination Agreement") of the License. According to the Termination Agreement, among others, the License (and its related historic consulting agreements associated with the License) shall be terminated as of that date, and will not have any further force and effect, except for certain matters as prescribed under the Termination Agreement. In addition, payment to Hadasit of outstanding amount was set, and with respect to the transfer of IP rights, Hadasit will assign to the Company all of its rights in the Hadasit/Therapix patent rights. Thereafter, the Company will re-assign to Hadasit all of its rights, title and interest in and to the Hadasit/Therapix patent rights ("Assignment of IP"). The consummation of the Assignment of IP abovementioned shall be subject to receipt of the necessary approval of the IIA. On April 18, 2018, the Company submitted an application with the IIA to approve the Assignment of IP (the "Application"). The Company had discussions with the IIA in connection with the terms of approval of the Application, which will, inter alia, address a previous refusal received by the IIA to a request to recognize the registration of a joint patent with Hadasit, under the License, which according to the IIA did not comply with the rules and regulations with respect to use of funds received under the IIA grant. Following the above-mentioned discussions, the IIA has approved an arrangement for the joint patent registration. On July 4, 2018, and according to the Termination Agreement, the Company paid Hadasit approximately $104 thousand due to, inter alia, accrued costs and expenses relating to the filing, prosecution and maintenance of the patent rights, license maintenance fee due to Hadasit for the years 2016 and 2017, and unpaid related consultancy fees for work performed during 2015. On December 13, 2018, an additional amendment to the Transfer Agreement was signed (the "Additional Amendment") between the Company, the Buyer and Orimmune, under which the parties acknowledged that despite the Company's efforts and assistance in the discussions with Hadasit regarding the possibility of assigning the License to Orimmune, Orimmune chose not to enter into an agreement with Hadasit. In addition and notwithstanding the foregoing, the Company is willing to assign to Orimmune the entire right, title and interest in specific patents, subject to fulfilment of certain conditions precedent which are still in effect as of the date of this financial statement. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 10:- PROPERTY AND EQUIPMENT, NET Computers Lab equipment Office furniture and equipment Leasehold improvements Vehicles Total USD in thousands Cost: Balance at January 1, 2018 $ 36 $ 13 $ 23 $ 23 $ - $ 95 Initially consolidated company 42 2,031 111 - 8 2,192 Additions during the year 8 - 1 7 - 16 Disposals during the year (20 ) (39 ) - - - (59 ) Adjustments arising from translating financial statements from functional currency to presentation currency - (1 ) (1 ) (1 ) - (3 ) Balance at December 31, 2018 66 2,004 134 29 8 2,241 Accumulated depreciation: Balance at January 1, 2018 26 10 8 1 - 45 Additions during the year 12 88 8 4 1 113 Disposals during the year - (3 ) - - - (3 ) Adjustments arising from translating financial statements from functional currency to presentation currency (22 ) 2 - (1 ) - (21 ) Balance at December 31, 2018 16 97 16 4 1 134 Depreciated cost at December 31, 2018 50 1,907 118 25 7 2,107 Depreciated cost at December 31, 2017 $ 10 $ 3 $ 15 $ 22 $ - $ 50 |
Trade Payables
Trade Payables | 12 Months Ended |
Dec. 31, 2018 | |
Trade and other payables [abstract] | |
TRADE PAYABLES | NOTE 11:- TRADE PAYABLES December 31, 2018 2017 USD in thousands Open debts $ 978 $ 399 Accrued expenses 640 618 $ 1,618 $ 1,017 |
Other Accounts Payable
Other Accounts Payable | 12 Months Ended |
Dec. 31, 2018 | |
Other Accounts Payable | |
OTHER ACCOUNTS PAYABLE | NOTE 12:- OTHER ACCOUNTS PAYABLE December 31, 2017 2016 USD in thousands Employees and payroll accruals $ 484 $ 130 Provisions due to litigations and claims (*) 250 - Accrued vacation 52 30 Other payables 58 - $ 844 $ 160 ( *) Refer to Note 16j for more information in this matter. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Financial Instruments | |
FINANCIAL INSTRUMENTS | NOTE 13:- FINANCIAL INSTRUMENTS a. Classification of financial assets and financial liabilities: The financial assets and financial liabilities in the consolidated statements of financial position are classified by groups of financial instruments pursuant to IFRS 9: December 31, 2018 2017 USD in thousands Financial assets: Cash and restricted deposits $ 1,518 $ 9,219 Convertible loan (see Note 8) 531 - 2,049 9,219 Financial liabilities: Current financial liabilities carried at amortized cost 3,336 1,177 Credit from others (see Note 13b) 91 - Convertible debenture (see Note 13c) 779 - Conversion component of convertible debenture (see Note 13c) 277 - $ 4,483 $ 1,177 b. Credit from others: On August 30, 2018, GLPS Staffing Solutions Professional LLC ("GLPS"), a related party of THR (see Note 22d.5), signed a Billing Services Agreement (the "Billing Services Agreement") with Anesthesia Business Consultants LLC. ("ABC"). According to the Billing Services Agreement, ABC shall provide a credit line to THR or GLPS which shall not exceed $250 thousand (the "Credit Line"). The Credit Line shall be repaid at the rate of $50 thousand for each twelve month period during the term of the Billing Services Agreement. The Credit Line will bear an annual interest of 6.5% (the interest will change according to different terms under the Billing Services Agreement). As of December 31, 2018, the withdrawn balance of the Credit Line was $91 thousand (including interest, in which the withdrawal was made on November 13, 2018), all classified under current liabilities due to the expected liquidation of THR (See Note 5). c. Convertible Debentures: On November 23, 2018 (the "Issuance Date"), the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") and a registration rights agreement with YA II PN Ltd. ("Yorkville"), a fund managed by Yorkville Advisors Global L.P., for the sale in a private placement of up to $2.5 million in principal amount of unsecured convertible debentures (the "Convertible Debentures"). Interest on the Convertible Debentures will accrue at a rate of 5% per annum and can be repaid in cash with an addition of an 10% redemption premium upon the maturity date of the Convertible Debentures, being 12 months from the issuance of each Convertible Debenture. The first tranche of $1.5 million of the Convertible Debentures was issued on November 26, 2018. In addition, $78 thousand were deducted due to issue expenses, and Yorkville received 9,171 ADSs of the Company in return to additional commitment fees (valued at $75 thousand) (see Note 17e.3). Also, an additional fee of $10 thousand was deducted from the $1.5 million due to payments to Yorkville's legal counsels. Two other tranches of $500 thousand each of the Convertible Debentures shall be purchased by Yorkville conditional on the passage of time and/or certain triggering events as disclosed in the Securities Purchase Agreement. If the Company will not comply with the triggering events mentioned, the Company will be deemed to be in default pursuant to the terms, and inter alia, the interest on the Convertible Debentures will accrue up to a rate of 15% per annum. The Company shall pay Yorkville additional commitment fees upon issuance of each such tranche, to be paid at the Company's option in cash or ADSs of the Company. From and after the date of issuance of the Convertible Debentures, the outstanding principal, together with accrued and unpaid interest, will be convertible, at the option of Yorkville, into the Company's ADSs at the lower of $7.00 or 95% of the lowest daily volume-weighted average price ("VWAP") during the five consecutive trading days immediately preceding the conversion date. As of December 31, 2018, the Convertible Debentures had not been converted. On March 14, 2019, an amendment to the Securities Purchase Agreement was signed due to the fact that the Company did not comply with certain abovementioned conditions and accordingly deemed to be in default by Yorkville. According to the amendment, Yorkville agreed to waive the requirements under the Securities Purchase Agreement and as such, the Company shall not be deemed to be in default pursuant to the terms of the Securities Purchase Agreement. In addition, the Company and Yorkville mutually agreed to waive any and all requirements to hold a second closing or third closing ($500 thousand each). Valuation process and techniques: The Company's management considers the appropriateness of the valuation methods and inputs, and may request that alternative valuation methods are applied to support the valuation arising from the method chosen. The valuation of the Convertible Debentures was set in accordance with IFRS 9 and IAS 32, "Financial Instruments: Presentation" ("IAS 32"). IFRS 9 and IAS 32 determine the accepted method in allocating the consideration received from a bundle of securities. According to the guidelines of IFRS 9 and IAS 32, the allocation is based on the method of the remainder of consideration, when there is a hierarchy regarding the financial instruments measured at fair value and the financial instruments recognized as the remainder of consideration. According to IFRS 9 and IAS 32, the allocation is based on the following hierarchy: - Derivative and other financial instrument, measured at fair value through its contractual life. - Financial liabilities and other complex instruments which are not recognized at fair value. - Equity instruments. IFRS 9 and IAS 32 also determine that a derivative which may be settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the entity's own equity instruments, will be defined as a financial liability, measured and presented at fair value each period. Accordingly, and as mentioned in the Securities Purchase Agreement, in the event of conversion, the amount of shares to be issued is unknown (not fixed). Therefore, according to the definition mentioned above, the conversion component is classified as a financial liability that will be measured at fair value, through profit or loss, as of the Issuance Date and on any following financial reporting date (accordingly, issue expenses related to the derivative will be recorded through profit or loss). The remainder of the consideration will be attributed to the debt component and no consideration will be left to attribute to the equity instrument (issuance of 9,171 ADSs mentioned above). The valuation of the conversion component of Convertible Debentures was set at fair value, as required in IFRS 9, and in accordance with IFRS 13, "Fair value measurement," and was categorized as Level 3 by the Company. General Overview of Valuation Approaches used in the Valuation: Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Economic methodology: The convertible component was calculated using the Monte Carlo Simulation Model, an OPM which takes into account six parameters as disclosed below for each period valuated: November 23, December 31, The price of the ADS as of the valuation date $ 7.46 $ 3.25 The exercise price of the option (*) $ 7 $ 7 The option contractual term 1 year 1 year The expected volatility of the price of the ADS 91.3 % 99.33 % The risk-free interest rate for the option contractual term 2.67 % 2.62 % The expected dividends over the option's expected term 0 % 0 % (*) The lower of $7.00 or 95% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date. Hereinafter is the attribution of the consideration of the Convertible Debentures: USD in thousands Conversion component of Convertible Debentures - measured at fair value $ 745 Convertible Debentures, net of issue expenses - measured at amortized cost 706 ADS issued - (*) $ 1,451 (*) Net of issue expenses in the amount of $39 thousand due to the conversion component of Convertible Debentures which were recognized in profit or loss. Reconciliation of the fair value measurements that are categorized within Level 3 of the fair value hierarchy in financial instruments: USD in thousands Balance at November 23, 2018 $ 745 Finance income (468 ) Balance at December 31, 2018 $ 277 d. Financial risk factors: The Group's activities expose it to various financial risks such as market risks (foreign currency risk and interest risk), credit risk and liquidity risk. The Group's comprehensive risk management plan focuses on activities that reduce to a minimum any possible adverse effects on the Group's financial performance. Risk management is performed by management in accordance with the policies approved by the Company's board of directors (the "Board"). The Board establishes written principles for the overall risk management activities as well as specific policies with respect to certain exposures to risks such as exchange rate risk, credit risk and the investments of surplus funds. 1. Market risks: Foreign currency risk: The Group is exposed to exchange rate risk resulting from the exposure to different currencies, mainly the USD until October 1, 2018, and since then mainly the NIS (see Note 2d). Exchange rate risk arises from recognized liabilities that are denominated in a foreign currency other than the functional currency. 2. Credit risks: All cash and cash equivalents related to the Company are held in two banks in Israel which are considered financially solid. In regards to THR, all cash and cash equivalents are also are held in two banks in the U.S., which are considered financially solid as well. 3. Liquidity risk: The Company monitors the risk of a shortage of funds on a regular basis and acts to raise funds to satisfy its liabilities. As of December 31, 2018, The Company expects to settle all of its financial liabilities in less than one year. However, as mentioned in Note 5, THR will commence a liquidation process of its assets in the near future. The carrying amounts of cash and cash equivalents, and all other financial assets and liabilities approximate their fair value. Refer to Note 1c for more information. |
Employee Benefit Liabilities
Employee Benefit Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Liabilities | |
EMPLOYEE BENEFIT LIABILITIES | NOTE 14:- EMPLOYEE BENEFIT LIABILITIES Employee benefits consist of short-term benefits and post-employment benefits. Post-employment benefits: According to the labor laws and the Israeli Severance Pay Law, 1963 (the "Severance Pay Law"), the Company is required to pay compensation to an employee upon dismissal or retirement or to make current contributions in defined contribution plans pursuant to Section 14 of the Severance Pay Law, as specified below. The Company's liability is accounted for as a post-employment benefit. The computation of the Company's employee benefit liability is made in accordance with a valid employment contract based on the employee's salary and employment term which establish the entitlement to receive the compensation. The post-employment benefits are normally financed by contributions classified as defined benefit plans or as defined contribution plans as detailed below. Defined contribution plans: Section 14 of the Severance Pay Law applies to a substantial part of the compensation payments, pursuant to which the fixed contributions paid by the Company into pension funds and/or policies of insurance companies release the Company from any additional liability to employees for whom said contributions were made. These contributions and contributions for compensation represent defined contribution plans. Year ended December 31, 2018 2017 2016 USD in thousands Expenses in respect of defined contribution plans $ 65 $ 52 $ 31 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2018 | |
Taxes On Income | |
TAXES ON INCOME | NOTE 15:- TAXES ON INCOME a. Tax rates applicable to the Group: Therapix incorporated in Israel: Presented hereunder are the tax rates relevant to the Company in the years 2016 - 2018: The Israeli statutory corporate tax rate and real capital gains were 23% in 2018, 24% in 2017 and 25% in 2016. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2017, which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018. THR incorporated in the U.S. On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the "TCJA") was signed into law, permanently lowering the corporate federal income tax rate from 35% to 21%, effective January 1, 2018. THR is subject to U.S. Federal tax and State income tax where THR operates (mainly in the state of Tennessee). The weighted tax rate in 2018 was 27.5%. The change in the tax rate had no effect on the financial statements in 2018. b. Tax assessments: The assessments of the Company are deemed final through the 2013 tax year. However, as of December 31, 2018, THR has no final tax assessments. c. Carryforward tax losses and other temporary differences: Therapix and THR both have accumulated tax losses since their inceptions. As of December 31, 2018, Therapix's net carryforward tax losses are expected to grow to approximately $34 million ($30 million as of December 31, 2017). In addition, as of December 31, 2018, THR's net carryforward tax losses are expected to be approximately $2.5 million. Therapix and THR are not expected to be profitable for tax purposes for tax year 2018. |
Contingent Liabilities, Commitm
Contingent Liabilities, Commitments, Claims and Liens | 12 Months Ended |
Dec. 31, 2018 | |
Contingent Liabilities Commitments And Liens | |
CONTINGENT LIABILITIES, COMMITMENTS, CLAIMS AND LIENS | NOTE 16:- CONTINGENT LIABILITIES, COMMITMENTS, CLAIMS AND LIENS a. The Israel Securities Authority Administrative Letter of Claims against the Company: From 2014 until 2017, the Company was subject to an administrative inquiry relating to the Company's reports (quality and scope of disclosure) to the Israel Securities Authority ("ISA") and the TASE with respect to the termination of a license agreement the Company had with Ramot at Tel-Aviv University Ltd. ("Ramot") for certain technology covering the Company's Alzheimer's technology and program, which was terminated in the beginning of 2014. In April 2017, the Company settled the administrative inquiry and admitted to the following breaches: (i) failure to submit an immediate report about a material event (the license agreement termination) in a timely and lawful manner; (ii) inclusion of a misleading detail in an immediate report; and (iii) misleading the ISA in connection with such actions. The Company was required to pay a monetary sanction of $43 thousand as an administrative penalty (the "Administrative Monetary Sum") (and potentially an additional equal sum if the Company is found to have committed the same breaches in the next 24 months). In addition, the Company's chairman was subject to a one year probationary condition, whereby if he was found to commit a similar violation, he will be prevented from serving as an officer or director of a public company. As of December 31, 2018, the entire Administrative Monetary Sum was paid by the Company. In connection with the Administrative Monetary Sum, and because of a previous undertaking by the Company under a previous investment agreement as of 2016 between the Company and Jesselson Investments Ltd. ("Jesselson"), whereby if monetary sanction by the ISA is higher than $20 thousand, it will be imposed on the Company as a result of the abovementioned proceedings, the Company will be required to compensate Jesselson on the entire amount by way of cash payment or by equity payment (i.e., issuing Jesselson additional shares in an amount equal to the amount of the monetary sanctions divided by NIS 0.5 per share), at the discretion of Jesselson. As of December 31, 2018, the Company's debt to Jesselson is still outstanding, therefore a provision in the amount of $43 thousand was recorded. In addition, under a different settlement agreement, the Company's Chairman also agreed under such proceedings, among others, to pay the same amount as an administrative penalty only (and to be subject to a one year probationary condition, whereby if he is found to have made similar alleged breaches, (which he was not), he would have been prevented from serving as an officer or director of a public company. b. New License Agreement with Ramot at Tel Aviv University Ltd.: In February 2016, the Company entered into an exclusive, irrevocable, worldwide research and license agreement with Ramot for a patent application relating to methods for treatment of cognitive decline with low doses of tetrahydrocannabinol. Pursuant to the agreement, the Company is obligated to pay patent filing and prosecution expenses, including past expenses, and to fund further research in an amount of approximately $62 thousand. Furthermore, the Company is obligated to pay fees (aggregating approximately $3.5 million) upon the occurrence of certain milestones, including achieving the completion of a Phase II clinical trial, pivotal clinical trial, filing a new drug application with the U.S. Food and Drug Administration ("FDA"), the receipt of regulatory approvals and the achievement of worldwide sales which exceed certain thresholds. Pursuant to the agreement, the Company is obligated to pay royalties at a low single digit percentage rate upon commercialization of a product based on licensed asset, and a percentage rate in the low twenties pursuant to a sublicense of the licensed assets. Pursuant to the agreement, the Company undertook to conduct technology research and the Company may terminate such obligation with no further obligation to fund it should the principal investigator cease to supervise the research and Ramot will be unable to locate an alternative scientist acceptable to the Company. The exclusivity under the license agreement expires and the agreement terminates upon expiration of all of the Company payment obligations under the agreement, after which Ramot shall be entitled to freely use, sell, and otherwise transfer the technology under the license and grant further licenses without accounting to the Company. The patent expiration date of any patent maturing from this application would likely be 2035. The Company expects the exclusivity period to end upon the earlier of the termination of the license agreement or the patent expiration date. On March 13, 2019, further to discussions between the Company and Ramot, the Company notified Ramot of its intent to terminate such agreement. As of the date hereof, the Company does not believe that terminating the agreement will have a material effect on the Company's operations and business. c. License Agreement with Dekel Pharmaceuticals Ltd.: In May 2015, the Company entered into an exclusive, irrevocable, worldwide license agreement with Dekel Pharmaceuticals Ltd. (a private company controlled by the Company's chairman and interim Chief Executive Officer, Dr. Ascher Shmulewitz) ("Dekel") for certain technology and one granted U.S. patent related to compositions and methods for treating inflammatory disorders. The agreement became effective in August 2015. The Company then granted Dekel an option to purchase 3,876,000 of its ordinary shares at an exercise price of NIS 0.5 per share, exercisable for 90 days. The option was fully exercised as of November 2015. The Company also granted Dekel an additional option to purchase 11,926,154 of its ordinary shares at an exercise price of NIS 0.65 per share, exercisable for 12 months. As of December 31, 2017, 65% of the second option (representing options to purchase 7,760,256 ordinary shares) has been exercised, for aggregate consideration of NIS 5 million, and the remainder of the option has expired. Pursuant to the license agreement, in May 2016 the Company issued Dekel 200,000 of its ordinary shares at a price per share of NIS 0.5 on account of future royalty payments. The Company also is obligated to pay Dekel fees based on specific milestones and royalties upon commercialization. The milestone payments include: (i) $25 thousand upon the successful completion of preclinical trials (which milestone was met in November 2016; this payment was paid in cash in March 2017); (ii) $75 thousand upon the successful completion of a Phase I/IIa trial; and (iii) $75 thousand upon the earlier of generating net revenues of at least $200 thousand from the commercialization of the technology or the approval of the FDA or the European Medicines Agency, of a drug based on the licensed assets. In each case, and subject to the Company's discretion, the respective milestone payments are payable in cash or equity based on a price per ordinary share of NIS 0.5. The royalty payments are 8% for commercialization and 35% pursuant to a sub-license of the licensed assets. The patent expiration dates of any patents maturing from this application would likely be 2029. On April 24, 2018, the Company paid the second milestone to the license agreement with Dekel in the amount of $75 thousand upon the successful completion of a Phase IIa trial. No other milestones were achieved during 2018 (see Note 22d.1). d. Term sheet Agreement with Belvit Pharma LLC.: On June 7, 2016 (the "Effective Date"), the Company entered into a binding term sheet-agreement with Belvit Pharma LLC. ("Belvit") for certain intellectual property rights, including a provisional patent application covering the method and formulation for the sublingual administration of tetrahydrocannabinol ("THC") with enhanced bioavailability. The Company initially intends to exploit this technology with respect to Mild Cognitive Impairments. Pursuant to the term sheet, the Company will receive an exclusive, irrevocable, worldwide, license to develop, manufacture, and commercialize a drug based on a low-dose of THC and a right of first negotiation with respect to normal-dose technology within the twenty four months of the Effective Date of the term sheet. The Company agreed to pay all costs and expenses related to the development of the technology, and to conduct, at the Company's expense, a pharmacokinetics ("PK")/bioavailability study. The Company shall further pay Belvit a low single-digit royalty rate upon commercialization of a product based on the licensed assets. Furthermore, Belvit shall have the right to use the study results. Belvit shall pay the Company a low single-digit royalty rate from any income from other uses of the technology. While the Company will be responsible for the development of the technology, Belvit will be responsible for the formulation development. The term sheet further includes the development stages and estimated development costs. Filing and patent prosecution will be borne by both parties. Entry into a definitive license agreement is subject to the Company's successful completion of a PK/bioavailability study. The patent expiration date of any patent maturing from this application would likely be 2037. On August 25, 2017, the Company has received Chesapeake IRB (an Association for the Accreditation of Human Research Protection Programs-accredited company) approval for the protocol and ICF for the above mention PK study. Accordingly, the Company paid approximately $89 thousand for the PK study. On April 30, 2018, the Company notified Belvit of its intent to terminate the binding term sheet dated June 7, 2016, between the Company and Belvit. Accordingly, the Company is discontinuing the development of its ultra-low dose THC via sublingual administration. As of December 31, 2018, the Company has no other commitments regarding this study. e. On November 22, 2016, the Company entered into with Yale University ("Yale") to conduct a phase IIa clinical trial. In December 2016, the first patient was enrolled. The proposed trial will evaluate the safety, tolerability and efficacy of THX-110 in treating approximately 18 Tourette syndrome subjects aged 18 to 60. On December 4, 2017, the enrolment was completed. During 2018, the Company paid Yale f. On November 16, 2017, the Company entered into an agreement with FGK Clinical Research GmbH ("FGK") to perform CRO activities for the Tourette syndrome study that was performed in Germany during 2018. FGK will provide, inter alia, regulatory writing and submissions, CRF services, supervision of the study conduct, data management and statistical analysis. During the year ended on December 31, 2018, the Company paid FGK $394 thousand due to the agreement. As of December 31, 2018, the agreement was on hold. Additional payments in the aggregate amount of $214 thousand are expected in the future. g. License Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem Ltd: In March 2017, the Company entered into an exclusive, worldwide, sublicensable, royalty-bearing license (the "Yissum License Agreement") with Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. ("Yissum") for the grant of a license to an issued U.S. patent, including foreign counterparts, that covers nasal delivery of cannabinoids, all subject to a development plan to be approved by Yissum for the purpose of research, developing, and commercializing. Pursuant to the agreement, Yissum will grant the Company an exclusive, worldwide, sublicensable, royalty-bearing license to the patents and the Company will pay Yissum fees based on specific milestones (aggregating approximately $1 million) and medial single-digit royalties upon the commercialization of a product based on the licensed assets. On March 18, 2018, the Company agreed to terminate the Yissum Yissum On July 29, 2018, the Company entered into exclusive, worldwide, sublicensable, royalty-bearing license with Yissum for license to make commercial use of the licensed technology, in order to develop, obtain regulatory approvals, manufacture, market, distribute or sell products, all within the field and the territory only, as determined in the agreement (the "New License Agreement"). According to the New License Agreement, the Company shall pay Yissum royalties at the rates of future net sales, subject to the royalty reductions as described in the New License Agreement. The Company is also obligated to pay sublicense fees, out of the sublicense consideration. All right, title and interest in and to the New License Agreement shall vest solely in Yissum, and the Company shall hold and make use of the rights granted. All rights in the development results shall be solely owned by the Company, except to the extent that an employee of the Yissum, including the researcher, is considered an inventor of a patentable invention arising from the development results, in which case such invention and all patent applications and/or patents claiming such invention shall be owned jointly by the Company and Yissum, as appropriate, and Yissum's share in such joint patents shall be automatically included in the New License Agreements. g. License Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem Ltd: (Cont.) On October 4, 2018, the Company paid Yissum a total amount of $50 thousand due to the New License Agreement. The Company estimates that the expenses due to the research program of the New License Agreement and additional reimbursement for historical patent costs will be approximately $135 thousand. h. On April 11, 2017, the Company entered into an investigator initiated study contract with Hannover Medical School ("MHH") to conduct during 2018 a phase IIb clinical trial titled " " in treating approximately 20 Tourette syndrome subjects aged 18 to 65. On August 13, 2018, the Company entered into an agreement with MHH to conduct a clinical investigation and laboratory services for a randomized, double-blind, placebo-controlled proof of concept study to evaluate the safety, tolerability and efficacy of daily oral THX-110 in treating adults with Tourette syndrome in an estimated amount of $835 thousand. i. On October 3, 2017, the Company entered into an agreement with Assuta Medical Center ("Assuta") to conduct a Phase IIa, sponsor-initiated trial for the treatment of OSA using the Company's proprietary cannabinoid-based technology, THX-110. The study was commenced in the second quarter of 2018. The expenses that were paid to Assuta during 2018 amounted to $20 thousand. The Company estimates that future expenses due to the agreement will aggregate to approximately $35 thousand. j. As of December 31, 2018, several claims were filed against THR by different suppliers, due to the fact that THR, due to its economic situation (as discussed in Note 5), was, and as of the Approval Date of the consolidated financial statements, is not able to comply with the terms of the contracts signed with each specific supplier. The claims are in an amount aggregating to approximately $789 thousand. THR is looking to settle all claims and as of December 31, 2018, has recorded a provision of $250 thousand. k. Operating lease commitments: - Therapix Operating Lease Agreements: On July 10, 2017, a three-year (effective on August 1, 2017), lease agreement was signed with a third party (the "Lease Agreement") for an area of approximately 167 square meters in order to relocated the Company's offices from the Azrieli Center in Tel-Aviv to Hashahar tower in Givataaim. The monthly lease fee according to the Lease Agreement was set at approximately $6 thousand, linked to the NIS and Israeli CPI. The total rent expenses for the year ended on December 31, 2018, were approximately $72 thousand. As of December 31, 2018, the minimum lease payments for the following 19 months under the Lease Agreement are expected to be in the total amount of approximately $114 thousand. According to the Lease Agreement, and in order to secure the Company's obligation for the lease of the offices above mentioned, the Company provided a bank guarantee of approximately $23 thousand in favor of the lessor. To secure the bank guarantee, the Company pledged such amount in a bank account. - THR Operating Lease Agreements: As of December 31, 2018, THR had seven operating lease agreements for its headquarters, lab and clinics in different states and cities in the U.S., in which the main lease agreement is for THR's headquarters and lab in Brentwood, Tennessee, which is estimated at $31 thousand per month, and is the longest agreement signed, which secured THR's usage of the buildings until August 2028. THR's total rent and related expenses since the Acquisition Date up until December 31, 2018, were approximately $253 thousand. The future minimum lease fees payable as of December 31, 2018, are as follows: USD in thousands For the year ended on December 31, 2019 $ 753 For the year ended on December 31, 2020 588 For the year ended on December 31, 2021 and onwards until 2028 3,261 $ 4,602 THR was not requested to provide any bank guarantees due to the lease agreements. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity | |
EQUITY | NOTE 17:- EQUITY a. Composition of share capital: December 31, 2018 December 31, 2017 Authorized Issued and outstanding Authorized Issued and outstanding Number of shares Ordinary shares of NIS 0.1 par value each 300,000,000 140,252,374 300,000,000 139,885,534 Capital consolidation: On January 1, 2014, the shareholders approved to consolidate the authorized share capital and the issued and outstanding share capital such that 10 ordinary shares of NIS 0.01 par value each in the authorized share capital and the issued and outstanding share capital of the Company were consolidated into one Ordinary share of the Company of NIS 0.1 par value. The number of the outstanding share options was adjusted accordingly. On December 12, 2016, the general meeting of the Company's shareholders approved an increase of the Company's authorized share capital to 300,000,000 ordinary shares. Description of American Depositary Shares ("ADSs"): The Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS represents forty (40) ordinary shares [or the right to receive forty (40) ordinary share] deposited with the principal Tel Aviv office of Bank HaPoalim, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. b. Changes in share capital: Issued and outstanding share capital: Number of ordinary shares NIS par value Balance at January 1, 2018 139,885,534 13,988,553 Issuance of share capital 366,840 36,684 Balance at December 31, 2018 140,252,374 14,025,237 c. Rights attached to shares: Voting rights at the shareholders meeting, right to dividends, rights upon liquidation of the Company and right to nominate the directors in the Company. d. Capital management in the Company: The Company's capital management objectives are to preserve the Company's ability to ensure business continuity thereby creating a return for the shareholders, investors and other interested parties. The Company is not under any minimal equity requirements nor is it required to attain a certain level of capital return. e. Issuance of shares: 1. On March 6, 2017, as part of a private placement, the Company issued to a private investor (the "Investor") 5,357,143 ordinary shares, at a price per share of NIS 0.70 (approximately USD 0.19). Pursuant to the agreement, in the event that the Company raises additional funds by means of private placements (excluding public offerings) upon less favorable terms relating to the price per share, then the Company would be required to issue to the Investor, for no additional consideration, such number of ordinary shares reflecting the difference between the new price per share and the price per share actually paid by the Investor. In addition, in the event that the Company raises additional funds by means of a public offering of its ordinary shares of ADSs upon less favorable terms relating to the price per share, then immediately following the closing of such public offering, the Company would be required to pay the Investor an amount, calculated as the number of his purchased shares (5,357,143 ordinary shares) multiplied by the difference between NIS 0.70 and the future public offering price per share. Pursuant to the Company's sole discretion, the Company may choose to pay this sum in cash and/or in ordinary shares (at a price per share of such public offering). In addition, the Investor is entitled to preemptive rights to participate in the Company's future private placements upon the same terms offered to future investors, on a pro-rata basis to his holdings. Since the Company has issued ADSs in the IPO which took place in March 2017 at a public offering price of USD 6.00 per ADS, which is less than USD 7.71 per ADS (approximately USD 0.19 per ordinary shares), the Company issued the Investor an additional 1,529,910 ordinary shares. These issuances had no impact on the Company's Profit or Loss for the year ended on December 31, 2017. 2. On March 27, 2017, the Company announced the closing of its IPO in the United States. The offering included 2,000,000 ADSs. Each ADS, representing 40 ordinary shares of the Company, was issued at a price of USD 6.00. The gross proceeds from this offering were USD 12 million, prior to deducting underwriting discounts, commissions and other offering expenses of approximately USD 1.7 million. The Company granted the underwriters a 45-day option to purchase up to an additional 300,000 ADSs to cover over-allotments ("Green Shoe"), if any. The underwriters decided to exercise their Green Shoe option and invested another USD 1.8 million in the Company, prior to deducting underwriting discounts of approximately USD 0.1 million. 3. Further to the matter discussed in Note 13c, on November 23, 2018, the Company issued to Yorkville 9,171 ADSs (equivalent to 366,840 ordinary shares). f. Share options: 1. Further to the matter discussed in Note 16c, on May 16, 2016, after obtaining the TASE approval and as part of the conditions of the license agreement with Dekel, which became effective on August 19, 2016, and in order to fulfill the contingent liability of the Company to Dekel under the license agreement, the Company issued to Dekel 200,000 ordinary shares associated with the advance payment according to the license agreement. 2. Further to the description in Note 16c, on August 18 and 19, 2016, the Company received exercise notices for the exercise of 5,390,986 share options which were held by Dekel, under the license agreement signed with Dekel, to purchase 5,390,986 ordinary shares, out of which Dekel exercised 993,846 share options, while the remaining were exercised by third parties, to which, to the best of the Company's knowledge, Dekel sold its share options. The consideration from the exercise of the share options by Dekel and by third parties was NIS 3.5 million. The remaining share options held by Dekel expired on August 20, 2016, according to their original terms. |
Share-Based Payment Transaction
Share-Based Payment Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Payment Transactions | |
SHARE-BASED PAYMENT TRANSACTIONS | NOTE 18:- SHARE-BASED PAYMENT TRANSACTIONS a. The expense recognized in the financial statements: The expense recognized in the Company's financial statements for services received from employees and other service providers is shown in the following table: Year ended December 31, 2018 2017 2016 USD in thousands Expense arising from equity-settled share-based payment transactions $ 604 $ 862 $ 301 1. The share-based payment transactions that the Company granted to its employees and consultants are described below. During 2005, the Company's Board adopted the 2005 Employees Share Option Plan (the "2005 ESOP"). Ten years later, during 2015, the Company's Board adopted a new plan, the 2015 Employees Share Option Plan (the "2015 ESOP"). Under both the 2005 ESOP and 2015 ESOP, the Company may grant its employees and other service providers options to purchase the Company's ordinary shares ("Share Options"). As of December 31, 2017, no Share Options under the 2005 ESOP were available for grant. On August 29, 2017, the Board reserved an additional amount of 26,000,000 ordinary shares for the purposes of the 2015 ESOP (in addition to the originally 5,000,000 ordinary shares which were reserved under the plan), out of which a total of 8,280,475 were still available for grant as of December 31, 2018. No Share Options were granted during the year ended December 31, 2018. 2. Further to the description in Note 22d.2, and following the completion of the Company's IPO (see Note 17e.2), the unvested Share Options granted to the Company's former Chief Executive Officer ("CEO") on February 16, 2016, were fully vested. The total expenses recognized in respect of these Share Options were approximately $41 thousand, $80 thousand and $13 thousand during the year 2017, 2016 and 2015, respectively. In addition, as per the Company's former CEO employment terms, all installments of his Share Options (not including the Share Options above mentioned) that have not vested yet, continued to vest until the end of his notice, by October 4, 2017. The total expenses recognized in respect to these Share Options were approximately $4 thousand during the year ended on December 31, 2017, and $46 thousand for the period stated on the dates of commencement of the CEO's other grants up until December 31, 2016. All expenses, in the amount of approximately $10 thousand, which were recognized in respect to the Share Options installments that have not vested until October 4, 2017, were forfeited. On January 4, 2018, after not exercising any of the vested Share Options for the ninety days period granted according to the 2015 ESOP, the entire reserve from share-based payment transactions due to grants to the former CEO in the total amount of approximately $174 thousand, expired. 3. On August 29, 2017, the Company granted 413,750 ADS options (equal to 16,550,000 Share Options) under the 2015 ESOP to directors (and former directors), officers, employees and consultants, some of which were approved at the November 1, 2018, general meeting of the Company's shareholders. In addition, On December 11, 2017, the Company granted 49,000 ADS options (equal to 1,960,000 Share Options) under the 2015 ESOP to employees and consultants. The fair values of the ADS options, which were approved in August and November 2017, were $4.01 and $3.46 per ADS option, respectively. One grantee's grant was valued at $3.24 per ADS option, due to a higher exercise price of $7.10 instead of $5.60 like all other grantees. The fair value of the ADS options, which were approved on December 2017, was $3.81 per ADS option. One grantee's grant (a consultant of the Company) was valued at $3.45 per ADS option, due to a different expiration date. The exercised price is $5.60. The fair value for ADS options granted during 2017 was estimated using the Black-Scholes option pricing model with the following assumptions: 2017 August November December Dividend yield (%) 0 % 0 % 0 % Expected volatility (%) 76.52 77.01 73.12-76.16 Risk-free interest rate (%) 1.83 2.1 % 2.16-2.23 Expected life of share options 6 years 6 years 6 years b. Movement during the year: 1. The following table lists the number of Share Options or ADS options (see Note 17a), the weighted average exercise prices of Share Options or ADS options and changes in directors (and former directors), officers, employees and consultants Share Options or ADS options during the current and previous year: Number of share options Weighted average exercise price Number of ADS options Weighted average exercise price USD USD 2018: Share/ADS options outstanding at the beginning of the year 22,719,525 $ 0.17 567,988 $ 6.72 Share/ADS options forfeited during the year (750,000 ) 0.14 (18,750 ) 5.60 Share/ADS options expired during the year (4,156,488 ) 0.16 (103,912 ) 6.53 Share/ADS options outstanding at the end of the year 17,813,037 0.15 445,326 6.18 Share/ADS options exercisable at the end of the year 9,138,863 0.16 228,472 6.58 2017: Share/ADS options outstanding at the beginning of the year 4,365,279 0.22 109,132 8. 84 Share/ADS options granted during the year 18,510,000 0.17 462,750 6.73 Share/ADS options forfeited during the year (155,754 ) 0.26 (3,894 ) 10.33 Share/ADS options outstanding at the end of the year 22,719,525 0.17 567,988 6.72 Share/ADS options exercisable at the end of the year 7,602,026 $ 0.19 190,051 $ 7.46 2. No share/ADS options were granted during 2018. The weighted average fair value of the Options and ADS options granted in 2017 was $0.09 and $3.51, respectively. 3. The weighted average remaining contractual life of the share/ADS options outstanding was 4.99 years and 5.28 years as of December 31, 2018 and 2017, respectively. 4. The range of exercise prices of Share Options outstanding at the end of the year was $0.13 - $0.28 as of December 31, 2018, and $0.03 - $3.46 as of December 31, 2017. The range of exercise prices of ADS options outstanding at the end of the year was $5.20 - $11.20 as of December 31, 2018, and $1.20 - $138.40 as of December 31, 2017. |
Additional Information to the I
Additional Information to the Items of Profit or Loss | 12 Months Ended |
Dec. 31, 2018 | |
Additional Information To Items Of Profit Or Loss | |
ADDITIONAL INFORMATION TO THE ITEMS OF PROFIT OR LOSS | NOTE 19:- ADDITIONAL INFORMATION TO THE ITEMS OF PROFIT OR LOSS Year ended December 31, 2018 2017 2016 USD in thousands a. Research and development expenses: Wages and related expenses $ 667 $ 321 $ 195 Share-based payment 109 103 100 clinical studies 692 511 - Regulatory and other expenses 595 316 40 Research and preclinical studies 593 362 387 Chemistry and formulations 54 330 18 2,710 1,943 740 b. General and administrative expenses: Wages and related expenses 1,866 808 399 Share-based payment 495 759 201 Professional and directors fees 1,407 1,007 495 Business development expenses 1,348 74 87 Office maintenance, rent and other expenses 768 211 58 Investor relations and business expenses 368 871 - Expenses due to litigations and claims 250 - - Regulatory expenses 77 80 28 6,579 3,810 1,268 c. Other (income) expenses: Impairment of goodwill 160 - - Impairment of intangible assets 273 - - Capital gain from sale of property and equipment (8 ) - - Share-based payment - - 26 Capital gain from sale of subsidiary - - (34 ) Capital loss from sale of property and equipment - 1 - 425 1 (8 ) d. Finance income: Finance income due to the Convertible Debentures (468 ) - - Exchange rate differences (303 ) - - Finance income from the convertible loan (35 ) - - Intercompany finance income (22 ) - - Interest income on bank deposits - (1 ) (1 ) (828 ) (1 ) (1 ) e. Finance expenses: Finance expenses due to the Convertible Debentures 112 - - Finance expenses from interest and commissions 11 5 1 Exchange rate differences - 486 7 $ 123 $ 491 $ 8 |
Loss Per Share or Ads
Loss Per Share or Ads | 12 Months Ended |
Dec. 31, 2018 | |
Loss Per Share Or Ads | |
LOSS PER SHARE OR ADS | NOTE 20:- LOSS PER SHARE OR ADS a. Details of the number of shares and loss used in the computation of loss per share: Year ended December 31, 2018 2017 2016 Weighted number of shares (*) Loss Weighted number of shares (*) Loss Weighted number of shares (*) Loss Amounts used in the computation of basic and diluted loss In thousands USD in thousands In thousands USD in thousands In thousands USD in thousands Basic loss per share 139,924 $ (8,523 ) 116,743 $ (6,244 ) 37,458 $ (1,993 ) Effect of potential dilutive Ordinary shares (**) 19,433 (395 ) - - - - Diluted loss per share 159,357 $ (8,918 ) 116,743 $ (6,244 ) 37,458 $ (1,993 ) (*) In order to calculate the weighted number of ADSs, the weighted number of shares was divided by 40 (refer to Note 17a). (**) Due to the effect of the Convertible Debentures. b. The computation of diluted loss per share or ADS did not include the following convertible securities since their inclusion would decrease the loss per share (anti-dilutive effect): 1. Share or ADS options to employees, officers, directors and consultants. 2. Non-marketable warrants to investor. |
Operating Segments
Operating Segments | 12 Months Ended |
Dec. 31, 2018 | |
Operating Segments | |
OPERATING SEGMENTS | NOTE 21:- OPERATING SEGMENTS The Group applies the principles of IFRS 8, "Operating Segments" 1. Development of drugs based on cannabinoid molecules to be approved by an official regulatory authority (the Company's operation); and 2. Pain clinic services, including lab services (THR's operation). Due to the fact that both segments do not generate any revenues, and the economic situation of THR (as described in Note 5), the Group decided that a detailed note regarding operating segments will not add any material information to the financial statements, which was not already disclosed in Note 5. |
Transactions and Balances with
Transactions and Balances with Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Transactions And Balances With Related Parties | |
TRANSACTIONS AND BALANCES WITH RELATED PARTIES | NOTE 22:- TRANSACTIONS AND BALANCES WITH RELATED PARTIES a. Balances with related parties: December 31, 2018 December 31, 2017 Key management personnel Other related parties Key management personnel Other related parties USD in thousands USD in thousands Current Liabilities $ 511 $ 629 $ 54 $ 92 b. Transactions with related parties (not including amounts described in Note 22c): Year ended December 31, 2018 2017 2016 USD in thousands Research and development expenses (Note 22d.1) $ 75 $ - $ - General and administrative expenses (Note 22d.5) $ 769 $ 1 $ 51 Other expenses $ - $ - $ 26 c. Benefits to key management personnel (including directors): Year ended December 31, 2018 2017 2016 USD in thousands Short-term benefits $ 1,379 $ 1,043 $ 592 Share-based payment (Note 18) $ 520 $ 312 $ 232 d. Material agreements signed with related parties: 1. Refer to Note 16c for information regarding the license agreement with Dekel, a private company controlled by the Company's chairman and interim CEO, Dr. Ascher Shmulewitz. 2. On May 24, 2017, the Company announced that following a mutual decision of the Board and the Company's former Chief Executive Officer, Dr. Elran Haber, Dr. Haber would step down from his position as the Company's Chief Executive Officer. As per his employment terms, all installments of his Options, which were granted on May 4, 2014, and May 20, 2015, continued to vest until the end of his notice, by October 4, 2017. See Note 18a.2 for further description in this matter. 3. On November 1, 2017, the general meeting of the Company's shareholders appointed the Chairman of the Board, Dr. Ascher Shmulewitz, as the Company's Interim CEO, to be in this office for an initial period no longer than three years. 4. In May 2017, the Company entered into an employment agreement with a Chief Financial Officer (the "Former CFO") for a three months trial period. On December 19, 2017, the Company entered into a separation agreement with the Former CFO as further detailed below. In addition, the Company's former VP Finance, Mr. Guy Goldin, has ceased providing on going services, and as of January 1, 2018, renders his financial services on an hourly basis (as a consultant to the Company). Since December 2017, Mr. Oz Adler, served as the Company's VP Finance, and during 2018 was appointed as the Company's and the Group's CFO. With respect to the departure of the Former CFO, the Company entered into a mutually-amicable separation agreement (the "Separation Agreement") on December 19, 2017 (the "Effective Date"). Under the terms of the Separation Agreement (which are similar in essence to his original termination terms under his employment agreement), the Former CFO received severance in the amount of (i) three months' salary through the end of the notice period following the Effective Date and (ii) a bonus equal to two months of salary. In addition, all of the Former CFO's outstanding options to purchase 47,500 ADSs of the Company deemed fully vested as of the Effective Date and were exercisable until June 19, 2018. On June 19, 2018, all share options, in respect of which expenses in the amount of approximately $160 thousand were recorded, expired. 5. THR works jointly with GLPS based on a signed Service Agreement (the "GLPS Service Agreement"). According to the GLPS Service Agreement, GLPS is the employer of the physicians and nurse practitioners operating THR's pain management clinics. The pain management clinics operate under the name of Therapix Medical Solutions. THR provides the corporate oversight and management services (i.e. operational and financial: accounting, payroll, human resources etc.) to the clinics. THR only employees the non-medical staff working at the clinics, as well as the corporate staff. GLPS is a related party of the Group due to the fact that GLPS in owned by the CEO and the Chief Medical Officer ("CMO") of THR, which are also Directors of THR. As of December 31, 2018, the balance due to GLPS for the services under the GLPS Service Agreement is in the amount of approximately $629 thousand. |
Events after the Reporting Date
Events after the Reporting Date | 12 Months Ended |
Dec. 31, 2018 | |
Events After Reporting Date | |
EVENTS AFTER THE REPORTING DATE | NOTE 23:- EVENTS AFTER THE REPORTING DATE On March 28, 2019, the Company entered into a definitive securities purchase agreement (the "Purchase Agreement") with institutional investors to purchase (i) 642,853 of the Company's ADSs, representing 25,714,120 ordinary shares, at a purchase price of $3.50 per ADS, in a registered direct offering (the "Registered Direct Offering"); and (ii) warrants to purchase up to 482,139 ADSs, representing 19,285,560 ordinary shares, with an initial exercise price of $3.50 per ADS (the "Warrants"), in a concurrent private placement (the "Private Placement" and, together with the Registered Direct Offering, the "Offerings"). The total gross proceeds to the Company from the Offerings were approximately $2.25 million. The closing of the sale of the ADSs and Warrants occurred on April 1, 2019. The ADSs to be issued under the Registered Direct Offering were issued pursuant to a prospectus supplement dated as of March 28, 2019, which was filed with the SEC, in connection with a takedown from the Company's shelf registration statement on Form F-3, which became effective on July 20, 2018. The Warrants which were issued in the Private Placement, along with the ADSs issuable upon their exercise, were offered pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Warrants will be exercisable beginning immediately as of their issuance date and have a term of three years. In addition, following a payment of approximately $250 thousand to Yorkville as part of their participation in the Purchase Agreement, the outstanding debt under the Securities Purchase Agreement mentioned in Note 13c, has decreased to $1.25 million. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies | |
Basis of presentation of the financial statements | a. Basis of presentation of the financial statements: These financial statements have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB"). The Group's financial statements have been prepared on a cost basis, unless otherwise indicated. The Group has elected to present the profit or loss items using the function of expense method. The financial statements are presented in USD and all values are rounded to the nearest thousand ('000), except when otherwise indicated. |
The operating cycle | b. The operating cycle: The operating cycle of the Group is one year. |
Consolidated financial statements | c. Consolidated financial statements: The consolidated financial statements comprise the financial statements of companies that are controlled by the Company (Subsidiaries). Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing whether an entity has control. The consolidation of the financial statements commences on the date on which control is obtained and ends when such control ceases. The financial statements of the Company and of the Subsidiaries are prepared as of the same dates and periods. The consolidated financial statements are prepared using uniform accounting policies by all companies in the Group. Significant intragroup balances and transactions and gains or losses resulting from intragroup transactions are eliminated in full in the consolidated financial statements. Non-controlling interests in subsidiaries represent the equity in subsidiaries not attributable, directly or indirectly, to a parent. Non-controlling interests are presented in equity separately from the equity attributable to the equity holders of the Company. Profit or loss and components of other comprehensive income are attributed to the Company and to non-controlling interests. Losses are attributed to non-controlling interests even if they result in a negative balance of non-controlling interests in the consolidated statement of financial position. |
Functional currency and foreign currency | d. Functional currency and foreign currency: Effective on October 1, 2018, due to changes in certain economic facts and circumstances that indicate that the functional currency has changed from NIS to USD, the Company changed its functional currency from NIS to the USD. The Company accounted for the change in functional currency prospectively. The Company's management believes that since October 1, 2018, the USD is the primary currency of the economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the USD. In determining the appropriate functional currency that should be used, the Company followed the guidance in IAS 21. As of October 1, 2018, all the Company's assets and liabilities were translated using the current rate method, using the USD exchange rate as of September 30, 2018, and equity was translated using the historical exchange rate at the relevant transaction date. Until October 1, 2018, the financial statements were translated as follows: a) Assets and liabilities at the end of each reporting period (including comparative data) are translated at the closing rate at the end of the reporting period; b) Income and expenses for each period included in profit or loss (including comparative data) is translated at average exchange rates for the relevant periods; however, if exchange rates fluctuate significantly, income and expenses are translated at the exchange rates at the date of the transactions; c) Share capital, capital reserves and other changes in capital are translated at the exchange rate prevailing at the date of incurrence or at average exchange rates for the relevant periods; d) Retained earnings are translated based on the opening balance translated at the exchange rate at that date; and e) All resulting translation differences are recognized as a separate component of other comprehensive income (loss) in equity "foreign currency translation reserve." Transactions denominated in foreign currency (other than the functional currency) are recorded on initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at each reporting date into the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currency and measured at fair value are retranslated into the functional currency using the exchange rate prevailing at the date when the fair value was determined. Non-monetary assets and liabilities measured at cost are translated at the exchange rate at the date of the transaction. The functional currency of THR is the USD as well. |
Business combinations and goodwill | e. Business combinations and goodwill: Business combinations are accounted for by applying the acquisition method. The cost of the acquisition is measured at the fair value of the consideration transferred on the acquisition date with the addition of non-controlling interests in the acquiree. In each business combination, the Company chooses whether to measure the non-controlling interests in the acquiree based on their fair value on the acquisition date or at their proportionate share in the fair value of the acquiree's net identifiable assets. Direct acquisition costs are carried to the statement of profit or loss as incurred. Goodwill is initially measured at cost which represents the excess of the acquisition consideration and the amount of non-controlling interests over the net identifiable assets acquired and liabilities assumed. If the resulting amount is negative, the acquirer recognizes the resulting gain on the acquisition date. |
Cash equivalents | f. Cash equivalents: Cash equivalents are considered as highly liquid investments, including unrestricted short-term bank deposits with an original maturity of three months or less from the date of investment or with a maturity of more than three months, but which are redeemable on demand without penalty and which form part of the Group's cash management. |
Restricted deposit | g. Restricted deposit: Restricted deposit is cash invested in a short-term deposit (between three months and one year) or in a long-term deposit (with a maturity of more than one year from the date of investment). Restricted deposits are designated to secure the Company's office facilities lease agreements and its credit cards. |
Government grants | h. Government grants: Government grants are recognized when there is reasonable assurance that the grants will be received and the Company will comply with the attached conditions. Government grants received from Israel's Innovation Authority (formerly: the Office of the Chief Scientist, the "IIA") are recognized upon receipt as a liability if future economic benefits are expected from the research project that will result in royalty-bearing sales. A liability for the loan is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses. After initial recognition, the liability is measured at amortized cost using the effective interest method. Royalty payments are treated as a reduction of the liability. If no economic benefits are expected from the research activity, the grant receipts are recognized as a reduction of the related research and development expenses. In that event, the royalty obligation is treated as a contingent liability in accordance with IAS 37, "Provisions, Contingent Liabilities and Contingent Assets" ("IAS 37"). In each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, and if so, the appropriate amount of the liability is derecognized against a corresponding reduction in research and development expenses. Amounts paid as royalties are recognized as settlement of the liability. |
Fair value measurement | i. Fair value measurement: Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurement is based on the assumption that the transaction will take place in the asset's or the liability's principal market, or in the absence of a principal market, in the most advantageous market. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value hierarchy based on the lowest level input that is significant to the entire fair value measurement: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable directly or indirectly. Level 3 - Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). |
Taxes on income | j. Taxes on income: Current or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other comprehensive income or equity. 1. Current taxes: A current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date as well as adjustments required in connection with the tax liability in respect of previous years. 2. Deferred taxes: Deferred taxes are computed in respect of temporary differences between the carrying amounts in the financial statements and the amounts attributed for tax purposes. Deferred taxes are measured at the tax rate that is expected to apply when the asset is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is not probable that they will be utilized. Deductible carryforward losses and temporary differences for which deferred tax assets had not been recognized are reviewed at each reporting date and a respective deferred tax asset is recognized to the extent that their utilization is probable. Taxes that would apply in the event of the disposal of investments in investees have not been taken into account in computing deferred taxes, as long as the disposal of the investments in investees is not probable in the foreseeable future. Also, deferred taxes that would apply in the event of distribution of earnings by investees as dividends have not been taken into account in computing deferred taxes, since the distribution of dividends does not involve an additional tax liability or since it is the Company's policy not to initiate distribution of dividends from a subsidiary that would trigger an additional tax liability. Taxes on income that relate to distributions of an equity instrument and to transaction costs of an equity transaction are accounted for pursuant to IAS 12, "Income Taxes" ("IAS 12"). Deferred taxes are offset if there is a legally enforceable right to offset a current tax asset against a current tax liability and the deferred taxes relate to the same taxpayer and the same taxation authority. |
Leases | k. Leases: The criteria for classifying leases as finance or operating leases depend on the substance of the agreements and are made at the inception of the lease in accordance with the following principles as set out in IAS 17, "Leases" ("IAS 17"). The Group as lessee: Leases in which substantially all the risks and rewards of ownership of the leased asset are not transferred to the Group are classified as operating leases. Lease payments are recognized as an expense in profit or loss on a straight-line basis over the lease term. |
Property and equipment, net | l. Property and equipment, net: Property is measured at cost, including directly attributable costs, less accumulated depreciation, accumulated impairment losses and any related investment grants and excluding day-to-day servicing expenses. Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows: % Mainly % Lab equipment 6-50 33% Computers 33-50 33% Office furniture and equipment 20-33 25% Vehicles 55 - Leasehold improvements see below - Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term (including the extension option held by a company and intended to be exercised) and the expected life of the improvement. The useful life, depreciation method and residual value of an asset are reviewed at least each year-end and any changes are accounted for prospectively as a change in accounting estimate. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale and the date that the asset is derecognized. |
Intangible assets | m. Intangible assets: Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible assets, excluding capitalized development costs, are recognized in profit or loss when incurred. Intangible assets with a finite useful life are amortized over their useful life and reviewed for impairment whenever there is an indication that the asset may be impaired. The amortization period and the amortization method for an intangible asset are reviewed at least at each year end. |
Impairment of non-financial assets | n. Impairment of non-financial assets: The Company evaluates the need to record an impairment of non-financial assets whenever events or changes in circumstances indicate that the carrying amount is not recoverable. If the carrying amount of non-financial assets exceeds their recoverable amount, the assets are reduced to their recoverable amount. The recoverable amount is the higher of fair value less costs of sale and value in use. In measuring value in use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the risks specific to the asset. The recoverable amount of an asset that does not generate independent cash flows is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss. |
Financial instruments | o. Financial instruments: In July 2014, the IASB issued the final and complete version of IFRS 9, "Financial Instruments" ("IFRS 9"), which replaces IAS 39, "Financial Instruments: Recognition and Measurement" ("IAS 39"). IFRS 9 mainly focuses on the classification and measurement of financial assets and it applies to all assets within the scope of IAS 39. IFRS 9 has been applied for the first time on January 1, 2018, using the modified retrospective approach with certain reliefs and without restatement of comparative figures. After having evaluated the effects of the application of IFRS 9, the Group believes that the adoption has no material effect on the Group's financial statements. The accounting policy for financial instruments applied until December 31, 2017, is as follows: 1. Financial assets: Financial assets within the scope of IAS 39 (accounts receivable) are initially recognized at fair value plus directly attributable transaction costs. After initial recognition, accounts receivable are measured at amortized cost. 2. Financial liabilities: Financial liabilities are initially recognized at fair value. Loans and other liabilities measured at amortized cost are presented net of direct transaction costs. After initial recognition, the accounting treatment of financial liabilities is based on their classification as follows: Financial liabilities at amortized cost: After initial recognition, loans and other liabilities are measured based on their terms at amortized cost less directly attributable transaction costs using the effective interest method. 3. Offsetting of financial instruments: Financial assets and financial liabilities are offset and the net amount is presented in the consolidated statement of financial position if there is a legal enforceable right to offset the recognized amounts and there is an intention either to settle on a net basis or to realize the asset and settle the liability simultaneously. The right of offset must be legally enforceable not only during the ordinary course of business of the parties to the contract but also in the event of bankruptcy or insolvency of one of the parties. In order for the right of offset to be currently available, it must not be contingent on a future event, there may not be periods during which the right is not available, or there may not be any events that will cause the right to expire. 4. Issue of a unit of securities: The issue of a unit of securities involves the allocation of the proceeds received (before issuance expenses) to the securities issued in the unit based on the following order: financial derivatives and other financial instruments measured at fair value in each period. Then fair value is determined for financial liabilities that are measured at amortized cost. The proceeds allocated to equity instruments are determined to be the residual amount. Issuance costs are allocated to each component pro rata to the amounts determined for each component in the unit. 5. Derecognition of financial instruments: a) Financial assets - A financial asset is derecognized when the contractual rights to the cash flows from the financial asset expire or the Company has transferred its contractual rights to receive cash flows from the financial asset or assumes an obligation to pay the cash flows in full without material delay to a third party and has transferred substantially all the risks and rewards of the asset, or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. b) Financial liabilities - A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. 6. Impairment of financial assets: The Company assesses at each reporting date whether there is any objective evidence of impairment of a financial asset or group of financial assets as follows: Financial assets carried at amortized cost Objective evidence of impairment exists when one or more events that have occurred after initial recognition of the asset have a negative impact on the estimated future cash flows. The amount of the loss recorded in profit or loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not yet been incurred) discounted at the financial asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate is the current effective interest rate. In a subsequent period, the amount of the impairment loss is reversed if the recovery of the asset can be related objectively to an event occurring after the impairment was recognized. The amount of the reversal, up to the amount of any previous impairment, is recorded in profit or loss. The accounting policy, according to IFRS 9, for financial instruments applied commencing from January 1, 2018, is as follows: 1. Financial assets: Financial assets are measured upon initial recognition at fair value plus transaction costs that are directly attributable to the acquisition of the financial assets, except for financial assets measured at fair value through profit or loss in respect of which transaction costs are recorded in profit or loss. The Group classifies and measures debt instruments in the financial statements based on the following criteria: - The Group's business model for managing financial assets; and - The contractual cash flow terms of the financial asset. a) Debt instruments are measured at amortized cost when: The Group's business model is to hold the financial assets in order to collect their contractual cash flows, and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, the instruments in this category are measured according to their terms at amortized cost using the effective interest rate method, less any provision for impairment. On the date of initial recognition, the Group may irrevocably designate a debt instrument as measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency, such as when a related financial liability is also measured at fair value through profit or loss. b) Debt instruments are measured at fair value through profit or loss when: A financial asset which is a debt instrument does not meet the criteria for measurement at amortized cost or at fair value through other comprehensive income. After initial recognition, the financial asset is measured at fair value and gains or losses from fair value adjustments are recognized in profit or loss. c) Equity instruments and other financial assets held for trading: Investments in equity instruments do not meet the above criteria and accordingly are measured at fair value through profit or loss. Other financial assets held for trading such as derivatives, including embedded derivatives separated from the host contract, are measured at fair value through profit or loss unless they are designated as effective hedging instruments. Dividends from investments in equity instruments are recognized in profit or loss when the right to receive the dividends is established. 2. Derecognition of financial assets: A financial asset is derecognized only when: - The contractual rights to the cash flows from the financial asset has expired; - The Group has transferred substantially all the risks and rewards deriving from the contractual rights to receive cash flows from the financial asset or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset; or - The Group has retained its contractual rights to receive cash flows from the financial asset but has assumed a contractual obligation to pay the cash flows in full without material delay to a third party. A transaction involving factoring of accounts receivable and credit card vouchers is derecognized when the abovementioned conditions are met. 3. Financial liabilities: a) Financial liabilities measured at amortized cost: Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, the Group measures all financial liabilities at amortized cost using the effective interest rate method, except for Financial liabilities at fair value through profit or loss such as derivatives; b) Financial liabilities measured at fair value through profit or loss: At initial recognition, the Group measures financial liabilities that are not measured at amortized cost at fair value. Transaction costs are recognized in profit or loss. After initial recognition, changes in fair value are recognized in profit or loss. 4. Derecognition of financial liabilities: A financial liability is derecognized only when it is extinguished, that is when the obligation specified in the contract is discharged or cancelled or expires. A financial liability is extinguished when the debtor discharges the liability by paying in cash, other financial assets, goods or services, or is legally released from the liability. 5. Offsetting financial instruments: Financial assets and financial liabilities are offset and the net amount is presented in the statement of financial position if there is a legally enforceable right to set off the recognized amounts and there is an intention either to settle on a net basis or to realize the asset and settle the liability simultaneously. The right of set-off must be legally enforceable not only during the ordinary course of business of the parties to the contract but also in the event of bankruptcy or insolvency of one of the parties. In order for the right of set-off to be currently available, it must not be contingent on a future event, there may not be periods during which the right is not available, or there may not be any events that will cause the right to expire. 6. Compound financial instruments: Convertible debentures which contain both an equity/derivative component and a liability component are separated into two components. This separation is performed by first determining the liability component based on the fair value of an equivalent non-convertible liability. The value of the conversion component is determined to be the residual amount. Directly attributable transaction costs are apportioned between the equity component and the liability component based on the allocation of proceeds to the equity and liability components. 7. Issue of a unit of securities: The issue of a unit of securities involves the allocation of the proceeds received (before issue expenses) to the securities issued in the unit based on the following order: financial derivatives and other financial instruments measured at fair value in each period. Then fair value is determined for financial liabilities that are measured at amortized cost. The proceeds allocated to equity instruments are determined to be the residual amount. Issue costs are allocated to each component pro rata to the amounts determined for each component in the unit. |
Research and development expenditures | p. Research and development expenditures: Research expenditures are recognized in profit or loss when incurred. The conditions enabling capitalization of development costs as an asset have not yet been met and, therefore, all development expenditures are recognized in profit or loss when incurred. |
Revenue recognition | q. Revenue recognition: The Group has not yet generated any revenues from the sale of goods or from rendering services related to the sold products. |
Finance income and expenses | r. Finance income and expenses: Finance income comprises interest income on amounts invested and exchange rate gains. Interest income is recognized as it accrues using the effective interest method. Finance expenses comprise changes in the fair value of financial liabilities measured at fair value through profit or loss and exchange rate losses. Borrowing costs are recognized in profit or loss using the effective interest method. |
Earnings (loss) per share/ADS | s. Earnings (loss) per share/ADS: Earnings (loss) per share or per ADS are calculated by dividing the net income (loss) attributable to equity holders of the Company by the weighted number of ordinary shares or ADSs outstanding during the period. Basic loss per share or ADS includes only shares or ADSs that were outstanding during the period. Potential ordinary shares or ADSs are included in the computation of diluted loss per share or per ADS when their conversion increases loss per share or ADS from continuing operations. |
Share/ADS-based payment transactions | t. Share/ADS-based payment transactions: The Company's employees and other service providers may receive remuneration in the form of share/ADS-based payments ("Equity-settled transactions"). Equity-settled transactions: The Group's employees/other service providers may receive remuneration in the form of equity-settled share-based payment transactions. Equity-settled transactions: The cost of equity-settled transactions with employees is measured at the fair value of the equity instruments granted at grant date. The fair value is determined using an acceptable option pricing model ("OPM"). As for other service providers, the cost of the transactions is measured at the fair value of the goods or services received as consideration for equity instruments granted. The cost of equity-settled transactions is recognized in profit or loss together with a corresponding increase in equity during the period in which the performance and/or service conditions are to be satisfied ending on the date on which the relevant employees become entitled to the award (the "Vesting Period"). The cumulative expense recognized for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which the Vesting Period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether the market condition is satisfied, provided that all other vesting conditions (service and/or performance) are satisfied. |
Employee benefit liabilities | u. Employee benefit liabilities: The Company has several employee benefit plans: 1. Short-term employee benefits: Short-term employee benefits are benefits that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related services. These benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions and are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Group has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made. 2. Post-employment benefits: The plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined benefit plans. The Group has defined contribution plans to its employees according to the specific laws per country. |
Provisions | v. Provisions: A provision in accordance with IAS 37 is recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects part or all of the expense to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense is recognized in the statement of profit or loss net of any reimbursement. Following are the types of provisions included in the financial statements: Legal claims: A provision for claims is recognized when the Group has a present legal or constructive obligation as a result of a past event, it is more likely than not that an outflow of resources embodying economic benefits will be required by the Group to settle the obligation and a reliable estimate can be made of the amount of the obligation. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies | |
Summary of estimated useful lives property, plant and equipment | % Mainly % Lab equipment 6-50 33% Computers 33-50 33% Office furniture and equipment 20-33 25% Vehicles 55 - Leasehold improvements see below - |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about business combination [abstract] | |
Schedule of fair value of the identifiable assets and liabilities | Fair value USD in thousands Cash $ 14 Other accounts receivable 45 Property and equipment, net 2,192 Customer relationships, net 307 2,558 Trade payables (445 ) Other accounts payable (42 ) Related Parties (206 ) Deferred taxes liability, net (60 ) (753 ) Net identifiable assets 1,805 Non-controlling interests (318 ) Goodwill arising on acquisition 160 Total purchase cost $ 1,647 |
Schedule of cash outflow/inflow on the acquisition date | USD in thousands Cash paid $ 1,647 Cash acquired with THR at the Acquisition Date (14 ) Net cash $ 1,633 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash | |
Schedule of cash | December 31, 2018 2017 USD in thousands Cash for immediate withdrawal - in NIS $ 247 $ 93 Cash for immediate withdrawal - in USD 1,238 9,102 $ 1,485 $ 9,195 |
Other Accounts Receivable (Tabl
Other Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Trade and other receivables [abstract] | |
Schedule of accounts receivable | December 31, 2018 2017 USD in thousands Prepaid expenses $ 250 $ 224 Government authorities 66 54 Other receivables 88 - $ 404 $ 278 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Schedule of property and equipment, net | Computers Lab equipment Office furniture and equipment Leasehold improvements Vehicles Total USD in thousands Cost: Balance at January 1, 2018 $ 36 $ 13 $ 23 $ 23 $ - $ 95 Initially consolidated company 42 2,031 111 - 8 2,192 Additions during the year 8 - 1 7 - 16 Disposals during the year (20 ) (39 ) - - - (59 ) Adjustments arising from translating financial statements from functional currency to presentation currency - (1 ) (1 ) (1 ) - (3 ) Balance at December 31, 2018 66 2,004 134 29 8 2,241 Accumulated depreciation: Balance at January 1, 2018 26 10 8 1 - 45 Additions during the year 12 88 8 4 1 113 Disposals during the year - (3 ) - - - (3 ) Adjustments arising from translating financial statements from functional currency to presentation currency (22 ) 2 - (1 ) - (21 ) Balance at December 31, 2018 16 97 16 4 1 134 Depreciated cost at December 31, 2018 50 1,907 118 25 7 2,107 Depreciated cost at December 31, 2017 $ 10 $ 3 $ 15 $ 22 $ - $ 50 |
Trade Payables (Tables)
Trade Payables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Trade and other payables [abstract] | |
Schedule of trade payable | December 31, 2018 2017 USD in thousands Open debts $ 978 $ 399 Accrued expenses 640 618 $ 1,618 $ 1,017 |
Other Accounts Payable (Tables)
Other Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Accounts Payable | |
Schedule of other accounts payable | December 31, 2017 2016 USD in thousands Employees and payroll accruals $ 484 $ 130 Provisions due to litigations and claims (*) 250 - Accrued vacation 52 30 Other payables 58 - $ 844 $ 160 ( *) Refer to Note 16j for more information in this matter. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Financial Instruments | |
Schedule of financial assets and financial liabilities | December 31, 2018 2017 USD in thousands Financial assets: Cash and restricted deposits $ 1,518 $ 9,219 Convertible loan (see Note 8) 531 - 2,049 9,219 Financial liabilities: Current financial liabilities carried at amortized cost 3,336 1,177 Credit from others (see Note 13b) 91 - Convertible debenture (see Note 13c) 779 - Conversion component of convertible debenture (see Note 13c) 277 - $ 4,483 $ 1,177 |
Schedule of economic methodology | November 23, December 31, The price of the ADS as of the valuation date $ 7.46 $ 3.25 The exercise price of the option (*) $ 7 $ 7 The option contractual term 1 year 1 year The expected volatility of the price of the ADS 91.3 % 99.33 % The risk-free interest rate for the option contractual term 2.67 % 2.62 % The expected dividends over the option's expected term 0 % 0 % (*) The lower of $7.00 or 95% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date. |
Schedule of attribution of the consideration of the convertible debentures | USD in thousands Conversion component of Convertible Debentures - measured at fair value $ 745 Convertible Debentures, net of issue expenses - measured at amortized cost 706 ADS issued - (*) $ 1,451 (*) Net of issue expenses in the amount of $39 thousand due to the conversion component of Convertible Debentures which were recognized in profit or loss. |
Summary of reconciliation of fair value measurements | USD in thousands Balance at November 23, 2018 $ 745 Finance income (468 ) Balance at December 31, 2018 $ 277 |
Employee Benefit Liabilities (T
Employee Benefit Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Liabilities | |
Schedule of defined contribution plans | Year ended December 31, 2018 2017 2016 USD in thousands Expenses in respect of defined contribution plans $ 65 $ 52 $ 31 |
Contingent Liabilities, Commi_2
Contingent Liabilities, Commitments, Claims and Liens (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Contingent Liabilities Commitments And Liens | |
Schedule of future minimum lease fees payable | USD in thousands For the year ended on December 31, 2019 $ 753 For the year ended on December 31, 2020 588 For the year ended on December 31, 2021 and onwards until 2028 3,261 $ 4,602 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity | |
Summary of share capital | December 31, 2018 December 31, 2017 Authorized Issued and outstanding Authorized Issued and outstanding Number of shares Ordinary shares of NIS 0.1 par value each 300,000,000 140,252,374 300,000,000 139,885,534 |
Summary of issued and outstanding share capital | Number of ordinary shares NIS par value Balance at January 1, 2018 139,885,534 13,988,553 Issuance of share capital 366,840 36,684 Balance at December 31, 2018 140,252,374 14,025,237 |
Share-Based Payment Transacti_2
Share-Based Payment Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Payment Transactions | |
Schedule of expense recognized for services received from employees and other service providers | Year ended December 31, 2018 2017 2016 USD in thousands Expense arising from equity-settled share-based payment transactions $ 604 $ 862 $ 301 |
Schedule of black-Scholes option pricing model | 2017 August November December Dividend yield (%) 0 % 0 % 0 % Expected volatility (%) 76.52 77.01 73.12-76.16 Risk-free interest rate (%) 1.83 2.1 % 2.16-2.23 Expected life of share options 6 years 6 years 6 years |
Schedule of share options and weighted average exercise prices of share options | Number of share options Weighted average exercise price Number of ADS options Weighted average exercise price USD USD 2018: Share/ADS options outstanding at the beginning of the year 22,719,525 $ 0.17 567,988 $ 6.72 Share/ADS options forfeited during the year (750,000 ) 0.14 (18,750 ) 5.60 Share/ADS options expired during the year (4,156,488 ) 0.16 (103,912 ) 6.53 Share/ADS options outstanding at the end of the year 17,813,037 0.15 445,326 6.18 Share/ADS options exercisable at the end of the year 9,138,863 0.16 228,472 6.58 2017: Share/ADS options outstanding at the beginning of the year 4,365,279 0.22 109,132 8. 84 Share/ADS options granted during the year 18,510,000 0.17 462,750 6.73 Share/ADS options forfeited during the year (155,754 ) 0.26 (3,894 ) 10.33 Share/ADS options outstanding at the end of the year 22,719,525 0.17 567,988 6.72 Share/ADS options exercisable at the end of the year 7,602,026 $ 0.19 190,051 $ 7.46 |
Additional Information to the_2
Additional Information to the Items of Profit or Loss (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Additional Information To Items Of Profit Or Loss | |
Schedule of information to the items of profit or loss | Year ended December 31, 2018 2017 2016 USD in thousands a. Research and development expenses: Wages and related expenses $ 667 $ 321 $ 195 Share-based payment 109 103 100 clinical studies 692 511 - Regulatory and other expenses 595 316 40 Research and preclinical studies 593 362 387 Chemistry and formulations 54 330 18 2,710 1,943 740 b. General and administrative expenses: Wages and related expenses 1,866 808 399 Share-based payment 495 759 201 Professional and directors fees 1,407 1,007 495 Business development expenses 1,348 74 87 Office maintenance, rent and other expenses 768 211 58 Investor relations and business expenses 368 871 - Expenses due to litigations & claims 250 - - Regulatory expenses 77 80 28 6,579 3,810 1,268 c. Other (income) expenses: Impairment of goodwill 160 - - Impairment of intangible assets 273 - - Capital gain from sale of property and equipment (8 ) - - Share-based payment - - 26 Capital gain from sale of subsidiary - - (34 ) Capital loss from sale of property and equipment - 1 - 425 1 (8 ) d. Finance income: Finance income due to the Convertible Debentures (468 ) - - Exchange rate differences (303 ) - - Finance income from the convertible loan (35 ) - - Intercompany finance income (22 ) - - Interest income on bank deposits - (1 ) (1 ) (828 ) (1 ) (1 ) e. Finance expenses: Finance expenses due to the Convertible Debentures 112 - - Finance expenses from interest and commissions 11 5 1 Exchange rate differences - 486 7 $ 123 $ 491 $ 8 |
Loss Per Share Or Ads (Tables)
Loss Per Share Or Ads (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Loss Per Share Or Ads | |
Schedule of shares and loss used in the computation of loss per share or ads | Year ended December 31, 2018 2017 2016 Weighted number of shares (*) Loss Weighted number of shares (*) Loss Weighted number of shares (*) Loss Amounts used in the computation of basic and diluted loss In thousands USD in thousands In thousands USD in thousands In thousands USD in thousands Basic loss per share 139,924 $ (8,523 ) 116,743 $ (6,244 ) 37,458 $ (1,993 ) Effect of potential dilutive Ordinary shares (**) 19,433 (395 ) - - - - Diluted loss per share 159,357 $ (8,918 ) 116,743 $ (6,244 ) 37,458 $ (1,993 ) (*) In order to calculate the weighted number of ADSs, the weighted number of shares was divided by 40 (refer to Note 17a). (**) Due to the effect of the Convertible Debentures. |
Transactions and Balances wit_2
Transactions and Balances with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Transactions And Balances With Related Parties | |
Schedule of balances with related parties | December 31, 2018 December 31, 2017 Key management personnel Other related parties Key management personnel Other related parties USD in thousands USD in thousands Current Liabilities $ 511 $ 629 $ 54 $ 92 |
Schedule of transactions with related parties | Year ended December 31, 2018 2017 2016 USD in thousands Research and development expenses (Note 22d.1) $ 75 $ - $ - General and administrative expenses (Note 22d.5) $ 769 $ 1 $ 51 Other expenses $ - $ - $ 26 |
Schedule of benefits to key management personnel | Year ended December 31, 2018 2017 2016 USD in thousands Short-term benefits $ 1,379 $ 1,043 $ 592 Share-based payment (Note 18) $ 520 $ 312 $ 232 |
General (Details)
General (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 27, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
General (Textual) | ||||
Subsidiary owned percentage | 27.00% | |||
Net loss | $ 8,949 | $ 6,244 | $ 2,007 | |
Operating Activities | 7,000,000 | |||
Accumulated deficit | $ (46,912) | $ (38,389) | ||
Initial public offering | $ 13,700 | |||
Ordinary shares | 40 | |||
Subsidiaries percentage description | NasVax Inc., a Delaware corporation - fully owned (100%); Brain Bright Ltd., an Israeli company - fully owned (100%); Evero Health Ltd. (previously Weex Biosciences Ltd.), an Israeli company - fully owned (100%); - Therapix Healthcare Resources Inc. ("THR"), a Delaware corporation, in which control was achieved on October 3, 2018 - Therapix holds 82.36% of THR's equity. THR was established on July 31, 2018 (see Note 5). |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Lab equipment [Member] | |
Statement Line Items [Line Items] | |
Straight-line basis over useful life of assets at annual rates | 33.00% |
Lab equipment [Member] | Bottom Of Range [Member] | |
Statement Line Items [Line Items] | |
Straight-line basis over useful life of assets at annual rates | 6.00% |
Lab equipment [Member] | Top of range [member] | |
Statement Line Items [Line Items] | |
Straight-line basis over useful life of assets at annual rates | 50.00% |
Computers [Member] | |
Statement Line Items [Line Items] | |
Straight-line basis over useful life of assets at annual rates | 33.00% |
Computers [Member] | Bottom Of Range [Member] | |
Statement Line Items [Line Items] | |
Straight-line basis over useful life of assets at annual rates | 33.00% |
Computers [Member] | Top of range [member] | |
Statement Line Items [Line Items] | |
Straight-line basis over useful life of assets at annual rates | 50.00% |
Office furniture and equipment [Member] | |
Statement Line Items [Line Items] | |
Straight-line basis over useful life of assets at annual rates | 25.00% |
Office furniture and equipment [Member] | Bottom Of Range [Member] | |
Statement Line Items [Line Items] | |
Straight-line basis over useful life of assets at annual rates | 20.00% |
Office furniture and equipment [Member] | Top of range [member] | |
Statement Line Items [Line Items] | |
Straight-line basis over useful life of assets at annual rates | 33.00% |
Vehicles [Member] | |
Statement Line Items [Line Items] | |
Straight-line basis over useful life of assets at annual rates | 55.00% |
Leasehold improvements [Member] | |
Statement Line Items [Line Items] | |
Straight-line basis over useful life of assets at annual rates | |
straight-line basis over the useful life of the assets, description | see below |
Business Combinations (Details)
Business Combinations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Disclosure of detailed information about business combination [abstract] | |
Cash | $ 14 |
Other accounts receivable | 45 |
Property and equipment, net | 2,192 |
Customer relationships, net | 307 |
Assets, net | 2,558 |
Trade payables | (445) |
Other accounts payable | (42) |
Related Parties | (206) |
Deferred taxes liability, net | (60) |
Liabilities, net | (753) |
Net identifiable assets | 1,805 |
Non-controlling interests | (318) |
Goodwill arising on acquisition | 160 |
Total purchase cost | $ 1,647 |
Business Combinations (Details
Business Combinations (Details 1) $ in Thousands | Dec. 31, 2018USD ($) |
Business Combinations | |
Cash paid | $ 1,647 |
Cash acquired with THR at the Acquisition Date | (14) |
Net cash | $ 1,633 |
Business Combinations (Detail_2
Business Combinations (Details Textual) - USD ($) $ in Thousands | Oct. 03, 2018 | Dec. 31, 2018 | Jul. 31, 2018 | Dec. 31, 2017 |
Business Combinations Details Textual Abstract | ||||
Aggregate amount | $ 1,625 | |||
Interest rate description | The Company converted the entire THR Loan and as a result holds 82.36% of THR's equity, and accordingly achieved control over THR. Until December 31, 2018, no further changes were made to THR's equity. In addition, since the Acquisition Date and until December 31, 2018, the Company loaned to THR an additional amount of $487 thousand by four additional loans, which accrued interest at a rate of 9% per annum. Also, since January 1, 2019, and until the date of Approval Date, the Company loaned to THR an additional amount of $202 thousand by four additional loans under the same terms as the abovementioned loans. | |||
Additional amount loaned | $ 487 | |||
Accrued interest | 22 | |||
Interest rate | 8.00% | |||
Total purchase cost | 1,647 | |||
Total loss | 2,335 | |||
Non-controlling interests | $ (108) |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Cash | ||
Cash for immediate withdrawal - in NIS | $ 247 | $ 93 |
Cash for immediate withdrawal - in USD | 1,238 | 9,102 |
Cash | $ 1,485 | $ 9,195 |
Other Accounts Receivable (Deta
Other Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Trade and other receivables [abstract] | ||
Prepaid expenses | $ 250 | $ 224 |
Government authorities | 66 | 54 |
Other receivables | 88 | |
Accounts receivables | $ 404 | $ 278 |
Convertible Loan (Details Textu
Convertible Loan (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 17, 2018 | Dec. 31, 2018 | Jul. 31, 2018 | |
Convertible Loan (Textual) | |||
Convertible loan amount | $ 1,625 | ||
Convertible loan interest rate | 8.00% | ||
Annually interest rate | 9.00% | ||
Cure Pharmaceutical Holding Corp. [Member] | Convertible Loan Agreement [Member] | |||
Convertible Loan (Textual) | |||
Convertible loan amount | $ 500 | ||
Convertible loan interest rate | 9.00% | ||
Convertible loan maturity date | April 30, 2019 | ||
Description of conversion loan | Conversion of the Loan will be upon one of the following: Â 1. In the event of the consummation by Cure, on or before the Maturity Date, of a transaction or series of related transactions, in which Cure issues equity securities of its company in consideration of at least $4,000,000 (a "Financing"), then the outstanding Loan abovementioned, shall be automatically converted, immediately prior to the consummation of such Financing, into such number of shares issued by Cure in the Financing, equal to the outstanding Loan amount divided by a price per share equal to 75% of the lowest price per share paid to Cure in the Financing. Â 2. In the event the Financing is not consummate by the Maturity Date, then the outstanding Loan amount, as of the Maturity Date, not previously converted hereunder, shall be automatically converted, on the Maturity Date, into such number of shares issued by Cure in the Financing, equal to the outstanding Investment Amount divided by the Voluntary Conversion. Â In addition, according to the Convertible Loan Agreement, there is an option for a voluntary conversion on the Loan ("the Voluntary Conversion Option"). According to the Voluntary Conversion option, unless earlier converted pursuant to abovementioned, at the election of the Company, the entire then outstanding Loan amount shall be converted into that number of shares of the most senior class of shares of Cure existing at the time of such conversion, at a price per share equal to 75% of the average of the closing prices of Cure's common stock over the thirty consecutive trading days prior to the delivery of the notice of conversion by the Company to Cure. |
Investment in Associate and I_2
Investment in Associate and Investments in Investees (Details) - USD ($) $ in Thousands | Jul. 04, 2018 | May 31, 2017 | Aug. 31, 2016 | Dec. 31, 2018 | Jun. 22, 2016 | May 31, 2016 | Jun. 15, 2014 |
Statement Line Items [Line Items] | |||||||
Investment of related parties | $ 1,500 | ||||||
Initial investment | $ 0 | ||||||
License incurred amount | $ 60 | ||||||
Commencing date of amendment | 6 months | ||||||
Additional amounts of fees and expenses | $ 15 | ||||||
Transfer Agreement [Member] | Lara [Member] | |||||||
Statement Line Items [Line Items] | |||||||
Capital gain | $ 34 | ||||||
License Assignment [Member] | Lara [Member] | |||||||
Statement Line Items [Line Items] | |||||||
Shares and assets of Subsidiary | $ 10,000 | ||||||
Settlement Agreement [Member] | Lara [Member] | |||||||
Statement Line Items [Line Items] | |||||||
Percentage of share capital | 27.00% | ||||||
Investment Agreement [Member] | Lara [Member] | |||||||
Statement Line Items [Line Items] | |||||||
Initial investment | $ 800 | ||||||
Percentage of shares issued and outstanding share capital | 48.00% | ||||||
Amount paid | $ 104 | ||||||
Financial derivative (option) | $ 90 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cost: | ||
Beginning Balance | $ 50 | |
Initially consolidated company | 2,192 | |
Additions during the year | 16 | |
Disposals during the year | (59) | |
Adjustments arising from translating financial statements from functional currency to presentation currency | (3) | |
Ending Balance | 2,107 | |
Accumulated depreciation: | ||
Beginning Balance | 45 | |
Additions during the year | 113 | |
Disposals during the year | (3) | |
Adjustments arising from translating financial statements from functional currency to presentation currency | (21) | |
Ending Balance | 134 | |
Depreciated cost | 2,107 | $ 50 |
Computer [Member] | ||
Cost: | ||
Beginning Balance | 36 | |
Initially consolidated company | 42 | |
Additions during the year | 8 | |
Disposals during the year | (20) | |
Adjustments arising from translating financial statements from functional currency to presentation currency | ||
Ending Balance | 66 | |
Accumulated depreciation: | ||
Beginning Balance | 26 | |
Additions during the year | 12 | |
Disposals during the year | ||
Adjustments arising from translating financial statements from functional currency to presentation currency | (22) | |
Ending Balance | 16 | |
Depreciated cost | 50 | 3 |
Lab equipment [Member] | ||
Cost: | ||
Beginning Balance | 13 | |
Initially consolidated company | 2,031 | |
Additions during the year | ||
Disposals during the year | (39) | |
Adjustments arising from translating financial statements from functional currency to presentation currency | (1) | |
Ending Balance | 2,004 | |
Accumulated depreciation: | ||
Beginning Balance | 10 | |
Additions during the year | 88 | |
Disposals during the year | (3) | |
Adjustments arising from translating financial statements from functional currency to presentation currency | 2 | |
Ending Balance | 97 | |
Depreciated cost | 1,907 | 10 |
Office Furniture and Equipment [Member] | ||
Cost: | ||
Beginning Balance | 23 | |
Initially consolidated company | 111 | |
Additions during the year | 1 | |
Disposals during the year | ||
Adjustments arising from translating financial statements from functional currency to presentation currency | (1) | |
Ending Balance | 134 | |
Accumulated depreciation: | ||
Beginning Balance | 8 | |
Additions during the year | 8 | |
Disposals during the year | ||
Adjustments arising from translating financial statements from functional currency to presentation currency | ||
Ending Balance | 16 | |
Depreciated cost | 118 | 15 |
Leasehold Improve-ments [Member] | ||
Cost: | ||
Beginning Balance | 23 | |
Initially consolidated company | ||
Additions during the year | 7 | |
Disposals during the year | ||
Adjustments arising from translating financial statements from functional currency to presentation currency | (1) | |
Ending Balance | 29 | |
Accumulated depreciation: | ||
Beginning Balance | 1 | |
Additions during the year | 4 | |
Disposals during the year | ||
Adjustments arising from translating financial statements from functional currency to presentation currency | (1) | |
Ending Balance | 4 | |
Depreciated cost | 25 | 22 |
Vehicles [member] | ||
Cost: | ||
Beginning Balance | ||
Initially consolidated company | 8 | |
Additions during the year | ||
Disposals during the year | ||
Adjustments arising from translating financial statements from functional currency to presentation currency | ||
Ending Balance | 8 | |
Accumulated depreciation: | ||
Beginning Balance | ||
Additions during the year | 1 | |
Disposals during the year | ||
Adjustments arising from translating financial statements from functional currency to presentation currency | ||
Ending Balance | 1 | |
Depreciated cost | $ 7 |
Trade Payables (Details)
Trade Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Trade and other payables [abstract] | ||
Open debts | $ 978 | $ 399 |
Accrued expenses | 640 | 618 |
Trade Payables | $ 1,618 | $ 1,017 |
Other Accounts Payable (Details
Other Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Accounts Payable | ||
Employees and payroll accruals | $ 484 | $ 130 |
Provisions due to litigations and claims | 250 | |
Accrued vacation | 52 | 30 |
Other payables | 58 | |
Other accounts payable | $ 844 | $ 160 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Financial assets: | ||
Cash and restricted cash | $ 1,518 | $ 9,219 |
Convertible loan (see Note 8) | 531 | |
Financial assets | 2,049 | 9,219 |
Financial liabilities: | ||
Financial liabilities carried at amortized cost | 3,336 | 1,177 |
Credit from others (see Note 13b) | 91 | |
Convertible debenture (see Note 13c) | 779 | |
Conversion component of convertible debenture (see Note 13c) | 277 | |
Financial liabilities | $ 4,483 | $ 1,177 |
Financial Instruments (Details
Financial Instruments (Details 1) - $ / shares | 1 Months Ended | 12 Months Ended | |
Nov. 23, 2018 | Dec. 31, 2018 | ||
Financial Instruments | |||
The price of the ADS as of the valuation date | 7.46 | 3.25 | |
The exercise price of the option | [1] | $ 7 | $ 7 |
The option contractual term | 1 year | 1 year | |
The expected volatility of the price of the ADS | 9130.00% | 9930.00% | |
The risk-free interest rate for the option contractual term | 267.00% | 262.00% | |
The expected dividends over the option's expected term | 0.00% | 0.00% | |
[1] | The lower of $7.00 or 95% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date. |
Financial Instruments (Detail_2
Financial Instruments (Details 2) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Financial Instruments | |
Conversion component of Convertible Debentures - measured at fair value | $ 745 |
Convertible Debentures, net of issue expenses - measured at amortized cost | 706 |
ADS issued | |
Consideration of the Convertible Debentures | $ 1,451 |
Financial Instruments (Detail_3
Financial Instruments (Details 3) $ in Thousands | 1 Months Ended |
Dec. 31, 2018USD ($) | |
Financial Instruments | |
Balance at November 23, 2018 | $ 745 |
Finance income | (468) |
Balance at December 31, 2018 | $ 277 |
Financial Instruments (Detail_4
Financial Instruments (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Nov. 23, 2018 | Aug. 30, 2018 | Dec. 31, 2018 | |
Billing Services Agreement [Member] | |||
Statement Line Items [Line Items] | |||
Repaid amount of Credit Line | $ 50 | ||
Annual interest rate | 6.50% | ||
Withdrawn balance of the Credit Line | $ 91 | ||
Net of issue expenses | $ 39 | ||
Securities Purchase Agreement [Member] | |||
Statement Line Items [Line Items] | |||
Description of Issuance of convertible debentures | The Company entered into a securities purchase agreement (the "Securities Purchase Agreement") and a registration rights agreement with YAÂ IIÂ PN Ltd. ("Yorkville"), a fund managed by Yorkville Advisors Global L.P., for the sale in a private placement of up to $2.5 million in principal amount of unsecured convertible debentures (the "Convertible Debentures"). Interest on the Convertible Debentures will accrue at a rate of 5% per annum and can be repaid in cash with an addition of an 10% redemption premium upon the maturity date of the Convertible Debentures, being 12 months from the issuance of each Convertible Debenture. |
Employee Benefit Liabilities (D
Employee Benefit Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Benefit Liabilities | |||
Expenses in respect of defined contribution plans | $ 65 | $ 52 | $ 31 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | 13 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 22, 2018 | |
Taxes On Income | ||||
Israeli corporate income tax | 23.00% | 24.00% | 25.00% | |
Description of corporate tax rate | The Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2017, which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018. | |||
Carry forward tax losses, total | $ 34,000 | $ 30,000 | ||
Description of THR's net carryforward tax losses | THR's net carryforward tax losses are expected to be approximately $2.5 million. | |||
Description of TCJA | The U.S. Tax Cuts and Jobs Act (the "TCJA") was signed into law, permanently lowering the corporate federal income tax rate from 35% to 21%, effective January 1, 2018. THR is subject to U.S. Federal tax and State income tax where THR operates (mainly in the state of Tennessee). The weighted tax rate in 2018 was 27.5%. |
Contingent Liabilities, Commi_3
Contingent Liabilities, Commitments, Claims and Liens (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Commitments and Contingencies [Line Items] | |
Operating lease commitments | $ 4,602 |
December 2019 [Member] | |
Commitments and Contingencies [Line Items] | |
Operating lease commitments | 753 |
December 2020 [Member] | |
Commitments and Contingencies [Line Items] | |
Operating lease commitments | 588 |
December 31, 2021 and onwards until 2028 [Member] | |
Commitments and Contingencies [Line Items] | |
Operating lease commitments | $ 3,261 |
Contingent Liabilities, Commi_4
Contingent Liabilities, Commitments, Claims and Liens (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Oct. 04, 2018 | Aug. 13, 2018 | Dec. 11, 2017 | Dec. 04, 2017 | Oct. 03, 2017 | Jul. 10, 2017 | Apr. 11, 2017 | Jun. 07, 2016 | Apr. 24, 2018 | Nov. 30, 2017 | Nov. 16, 2017 | Aug. 25, 2017 | May 31, 2017 | Mar. 31, 2017 | Nov. 22, 2016 | Aug. 18, 2016 | May 31, 2016 | Feb. 29, 2016 | May 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Line Items [Line Items] | |||||||||||||||||||||
License agreement pay amount | $ 106 | $ 122 | $ 75 | ||||||||||||||||||
Funds for research development | 62 | ||||||||||||||||||||
Patent expiration date | Dec. 31, 2037 | Dec. 31, 2029 | Dec. 31, 2035 | ||||||||||||||||||
Stock option granted purchase of shares | 3,876,000 | 11,926,154 | 7,760,256 | ||||||||||||||||||
Common stock issued | 200,000 | ||||||||||||||||||||
Commitment payments, description | The study was commenced in the second quarter of 2018. The expenses that were paid to Assuta during 2018 amounted to $20 thousand. The Company estimates that future expenses due to the agreement will aggregate to approximately $35 thousand. | The Company paid FGK $394 thousand due to the agreement. As of December 31, 2018, the agreement was on hold. Additional payments in the aggregate amount of $214 thousand are expected in the future. | (i) $25 thousand upon the successful completion of preclinical trials (which milestone was met in November 2016; this payment was paid in cash in March 2017); (ii) $75 thousand upon the successful completion of a Phase I/IIa trial; and (iii) $75 thousand upon the earlier of generating net revenues of at least $200 thousand from the commercialization of the technology or the approval of the FDA or the European Medicines Agency, of a drug based on the licensed assets. In each case, and subject to the Company's discretion, the respective milestone payments are payable in cash or equity based on a price per ordinary share of NIS 0.5. The royalty payments are 8% for commercialization and 35% pursuant to a sub-license of the licensed assets. | The claims are in an amount aggregating to approximately $789 thousand. THR is looking to settle all claims and as of December 31, 2018, has recorded a provision of $250 thousand. | |||||||||||||||||
Lease payments | $ 186 | ||||||||||||||||||||
Operating lease, Square meters | 200 | ||||||||||||||||||||
Lease payments for offices | 24 | ||||||||||||||||||||
Aggregating obligated to pay fees | $ 3,500 | ||||||||||||||||||||
Payment of monetary sanction | $ 17 | $ 43 | $ 43 | ||||||||||||||||||
Monetary sanctions by ISA higher than amount | 20 | ||||||||||||||||||||
Converted into ordinary shares | 19,000,000 | ||||||||||||||||||||
Total agreement estimating in amount | $ 835 | $ 100 | $ 65 | $ 776 | $ 66 | $ 23 | $ 230 | ||||||||||||||
License agreement expires description | Repayment Of Credit Line | ||||||||||||||||||||
Monthly rental amount | $ 6 | ||||||||||||||||||||
Exercisable term | 90 days | 12 months | |||||||||||||||||||
Payment of milestones amount | $ 1,000 | ||||||||||||||||||||
Provision | $ 120 | ||||||||||||||||||||
PK study paid | $ 89 | ||||||||||||||||||||
Description of new license agreement | The Company paid Yissum a total amount of $50 thousand due to the New License Agreement. The Company estimates that the expenses due to the research program of the New License Agreement and additional reimbursement for historical patent costs will be approximately $135 thousand. | ||||||||||||||||||||
Description of therapix operating lease agreements | On July 10, 2017, a three-year (effective on August 1, 2017), lease agreement was signed with a third party (the "Lease Agreement") for an area of approximately 167 square meters in order to relocated the Company's offices from the Azrieli Center in Tel-Aviv to Hashahar tower in Givataaim. The monthly lease fee according to the Lease Agreement was set at approximately $6 thousand, linked to the NIS and Israeli CPI. The total rent expenses for the year ended on December 31, 2018, were approximately $72 thousand. As of December 31, 2018, the minimum lease payments for the following 19 months under the Lease Agreement are expected to be in the total amount of approximately $114 thousand. | ||||||||||||||||||||
THR operating lease agreements, Description | THR had seven operating lease agreements for its headquarters, lab and clinics in different states and cities in the U.S., in which the main lease agreement is for THR's headquarters and lab in Brentwood, Tennessee, which is estimated at $31 thousand per month, and is the longest agreement signed, which secured THR's usage of the buildings until August 2028. THR's total rent and related expenses since the Acquisition Date up until December 31, 2018, were approximately $253 thousand. | ||||||||||||||||||||
NIS [Member] | |||||||||||||||||||||
Statement Line Items [Line Items] | |||||||||||||||||||||
Stock option, exercise price | $ 0.5 | $ 0.5 | $ 0.65 | ||||||||||||||||||
Payment of monetary sanction | $ 150 | ||||||||||||||||||||
Monetary sanctions divided per share | $ 0.5 | ||||||||||||||||||||
NIS [Member] | Dekel [Member] | |||||||||||||||||||||
Statement Line Items [Line Items] | |||||||||||||||||||||
Aggregate consideration value | $ 50 | ||||||||||||||||||||
ADSs [Member] | |||||||||||||||||||||
Statement Line Items [Line Items] | |||||||||||||||||||||
Converted into ordinary shares | 475,000 | ||||||||||||||||||||
Capital [member] | |||||||||||||||||||||
Statement Line Items [Line Items] | |||||||||||||||||||||
Percentage of second option | 65.00% |
Equity (Details)
Equity (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | ||
Number of shares, Authorized | 300,000,000 | 300,000,000 |
Number of shares, Issued and outstanding | 140,252,374 | 139,885,534 |
Equity (Details 1)
Equity (Details 1) - Dekel [Member] | 12 Months Ended |
Dec. 31, 2018shares | |
Statement Line Items [Line Items] | |
Balance at January 1, 2018 | 139,885,534 |
Issuance of share capital | 366,840 |
Balance at December 31, 2018 | 140,252,374 |
NIS [Member] | |
Statement Line Items [Line Items] | |
Balance at January 1, 2018 | 13,988,553 |
Issuance of share capital | 36,684 |
Balance at December 31, 2018 | 14,025,237 |
Equity (Details Textual)
Equity (Details Textual) $ / shares in Units, $ in Thousands | Mar. 06, 2017shares | Mar. 27, 2017 | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | Nov. 30, 2017$ / shares | Aug. 31, 2017$ / shares | Aug. 31, 2016$ / shares | Aug. 19, 2016$ / sharesshares | Aug. 18, 2016$ / sharesshares | Jan. 02, 2014$ / sharesshares |
Statement Line Items [Line Items] | ||||||||||
Shares outstanding | 140,252,374 | 139,885,534 | ||||||||
Shares par value | $ / shares | $ 5.6 | $ 3.81 | ||||||||
Shares authorized | 300,000,000 | 300,000,000 | ||||||||
Exercise of share options | 5,390,986 | 5,390,986 | ||||||||
Share options granted to employees | 993,846 | 993,846 | ||||||||
Description of public offering | The offering included 2,000,000 ADSs. Each ADS, representing 40 ordinary shares of the Company, was issued at a price of USD 6.00. The gross proceeds from this offering were USD 12 million, prior to deducting underwriting discounts, commissions and other offering expenses of approximately USD 1.7 million. The Company granted the underwriters a 45-day option to purchase up to an additional 300,000 ADSs to cover over-allotments ("Green Shoe"), if any. The underwriters decided to exercise their Green Shoe option and invested another USD 1.8 million in the Company, prior to deducting underwriting discounts of approximately USD 0.1 million. | |||||||||
Description of american depositary shares | The Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS will represent forty (40) ordinary shares [or the right to receive forty (40) ordinary share]) deposited with the principal Tel Aviv office of Bank HaPoalim, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. | |||||||||
NIS [Member] | ||||||||||
Statement Line Items [Line Items] | ||||||||||
Shares par value | $ / shares | $ 0.1 | $ 0.1 | $ 0.1 | |||||||
Capital share price | $ / shares | $ 0.01 | |||||||||
Exercise price | $ / shares | 0.5 | |||||||||
Dekel [Member] | ||||||||||
Statement Line Items [Line Items] | ||||||||||
Shares issued | 140,252,374 | 139,885,534 | ||||||||
Dekel [Member] | NIS [Member] | ||||||||||
Statement Line Items [Line Items] | ||||||||||
Shares issued | 14,025,237 | 13,988,553 | ||||||||
Consideration from the exercise of the share options | $ | $ 3,500 | |||||||||
ADSs [Member] | ||||||||||
Statement Line Items [Line Items] | ||||||||||
Shares par value | $ / shares | $ 3.46 | $ 4.01 | ||||||||
Capital [member] | ||||||||||
Statement Line Items [Line Items] | ||||||||||
Shares issued | 10 | |||||||||
Shares outstanding | 10 | |||||||||
Share price | $ / shares | 0.01 | |||||||||
Private Placement [Member] | ||||||||||
Statement Line Items [Line Items] | ||||||||||
Ordinary shares issued | 5,357,143 | |||||||||
Description on public offering price | The Company would be required to pay the Investor an amount, calculated as the number of his purchased shares (5,357,143 Ordinary Shares) multiplied by the difference between NIS 0.70 and the future public offering price per share. Pursuant to the Company’s sole discretion, the Company may choose to pay this sum in cash and/or in Ordinary Shares (at a price per share of such public offering). In addition, the Investor is entitled to preemptive rights to participate in its future private placements upon the same terms offered to future investors, on a pro-rata basis to his holdings. Since the Company has issued ADSs in the IPO which took place in March 2017 [see Note 15e(2)] at a public offering price of USD 6.00 per ADS, which is less than USD 7.71 per ADS (approximately USD 0.19 per Ordinary Share), the Company issued the Investor an additional 1,529,910 Ordinary Shares. |
Share-Based Payment Transacti_3
Share-Based Payment Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
NIS [Member] | |||
Statement Line Items [Line Items] | |||
Expense arising from equity-settled share-based payment transactions | $ 604 | $ 862 | $ 301 |
Share-Based Payment Transacti_4
Share-Based Payment Transactions (Details 1) | 1 Months Ended | ||
Dec. 31, 2017 | Nov. 30, 2017 | Aug. 31, 2017 | |
Statement Line Items [Line Items] | |||
Dividend yield (%) | 0% | 0% | 0% |
Expected volatility (%) | 77.01% | 76.52% | |
Risk-free interest rate (%) | 2.10% | 1.83% | |
Expected life of share options (years) | 6 years | 6 years | 6 years |
Bottom Of Range [Member] | |||
Statement Line Items [Line Items] | |||
Expected volatility (%) | 73.12% | ||
Risk-free interest rate (%) | 2.16% | ||
Top of range [member] | |||
Statement Line Items [Line Items] | |||
Expected volatility (%) | 76.16% | ||
Risk-free interest rate (%) | 2.23% |
Share-Based Payment Transacti_5
Share-Based Payment Transactions (Details 2) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | |
Statement Line Items [Line Items] | ||
Share/ADS options outstanding at the beginning of the year | shares | 22,719,525 | 4,365,279 |
Share/ADS options granted during the year | shares | (750,000) | 18,510,000 |
Share/ADS options forfeited or expired during the year | shares | (4,156,488) | (155,754) |
Share/ADS options outstanding at the end of the year | shares | 17,813,037 | 22,719,525 |
Share/ADS options exercisable at the end of the year | shares | 9,138,863 | 7,602,026 |
Share/ADS options outstanding at the beginning of the year, Weighted average exercise price | $ / shares | 0.17 | 0.22 |
Share/ADS options granted during the year, Weighted average exercise price | $ / shares | 0.14 | 0.17 |
Share/ADS options forfeited or expired during the year, Weighted average exercise price | $ / shares | 0.16 | 0.26 |
Share/ADS options outstanding at the end of the year, Weighted average exercise price | $ / shares | 0.15 | 0.17 |
Share/ADS options exercisable at the end of the year, Weighted average exercise price | $ / shares | 0.16 | 0.19 |
ADSs [Member] | ||
Statement Line Items [Line Items] | ||
Share/ADS options outstanding at the beginning of the year | shares | 567,988 | 109,132 |
Share/ADS options granted during the year | shares | (18,750) | 462,750 |
Share/ADS options forfeited or expired during the year | shares | (103,912) | (3,894) |
Share/ADS options outstanding at the end of the year | shares | 445,326 | 567,988 |
Share/ADS options exercisable at the end of the year | shares | 228,472 | 190,051 |
Share/ADS options outstanding at the beginning of the year, Weighted average exercise price | $ / shares | 6.72 | 8.84 |
Share/ADS options granted during the year, Weighted average exercise price | $ / shares | 5.60 | 6.73 |
Share/ADS options forfeited or expired during the year, Weighted average exercise price | $ / shares | 6.53 | 10.33 |
Share/ADS options outstanding at the end of the year, Weighted average exercise price | $ / shares | 6.18 | 6.72 |
Share/ADS options exercisable at the end of the year, Weighted average exercise price | $ / shares | 6.58 | 7.46 |
Share-Based Payment Transacti_6
Share-Based Payment Transactions (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Dec. 11, 2017 | Aug. 29, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2017 | Aug. 31, 2017 |
Share-Based Payment Transactions [Abstract] | ||||||||
Available for grant shares | 5,000,000 | 8,280,475 | ||||||
Weighted average remaining contractual life | 4 years 11 months 26 days | 5 years 3 months 11 days | ||||||
Additional share granted | 26,000,000 | |||||||
Share option par value | $ 5.6 | $ 3.81 | ||||||
Top of range [member] | ||||||||
Share-Based Payment Transactions [Abstract] | ||||||||
Weighted average fair value of share options granted | 3.51 | |||||||
Share option par value | 0.28 | 3.46 | ||||||
Bottom Of Range [Member] | ||||||||
Share-Based Payment Transactions [Abstract] | ||||||||
Weighted average fair value of share options granted | 0.09 | |||||||
Share option par value | $ 0.13 | 0.03 | ||||||
ADSs [Member] | ||||||||
Share-Based Payment Transactions [Abstract] | ||||||||
Available for grant shares | 49,000 | 413,750 | ||||||
Share option par value | $ 3.46 | $ 4.01 | ||||||
Share option exercised price description | The fair values of the ADS options, which were approved in August and November 2017, were $4.01 and $3.46 per ADS option, respectively. One grantee's grant was valued at $3.24 per ADS option, due to a higher exercise price of $7.10 instead of $5.60 like all other grantees. The fair value of the ADS options, which were approved on December 2017, was $3.81 per ADS option. One grantee's grant (a consultant of the Company) was valued at $3.45 per ADS option, due to a different expiration date. The exercised price is $5.60. | |||||||
ADSs [Member] | Top of range [member] | ||||||||
Share-Based Payment Transactions [Abstract] | ||||||||
Share option par value | $ 11.20 | 138.40 | ||||||
ADSs [Member] | Bottom Of Range [Member] | ||||||||
Share-Based Payment Transactions [Abstract] | ||||||||
Share option par value | 5.20 | $ 1.20 | ||||||
Elran Haberl [Member] | ||||||||
Share-Based Payment Transactions [Abstract] | ||||||||
Other expenses | $ 10 | |||||||
Stock option expenses | 41 | $ 80 | $ 13 | |||||
Stock option expenses one | $ 4 | $ 46 | ||||||
Employees and consultants [Member | ||||||||
Share-Based Payment Transactions [Abstract] | ||||||||
Available for grant shares | 1,960,000 | |||||||
Share option par value | $ 3.45 | |||||||
Directors [Member | ||||||||
Share-Based Payment Transactions [Abstract] | ||||||||
Available for grant shares | 16,550,000 | |||||||
Stock option expenses one | $ 174 |
Additional Information to the_3
Additional Information to the Items of Profit or Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Line Items [Line Items] | |||
Research and development expenses | $ 2,710 | $ 1,943 | $ 740 |
Wages and related expenses [Member] | |||
Statement Line Items [Line Items] | |||
Research and development expenses | 667 | 321 | 195 |
Share-based payment [Member] | |||
Statement Line Items [Line Items] | |||
Research and development expenses | 109 | 103 | 100 |
Clinical studies [Member] | |||
Statement Line Items [Line Items] | |||
Research and development expenses | 692 | 511 | |
Regulatory and other expenses [Member] | |||
Statement Line Items [Line Items] | |||
Research and development expenses | 595 | 316 | 40 |
Research & preclinical studies [Member] | |||
Statement Line Items [Line Items] | |||
Research and development expenses | 593 | 362 | 387 |
Chemistry & formulations [Member] | |||
Statement Line Items [Line Items] | |||
Research and development expenses | $ 54 | $ 330 | $ 18 |
Additional Information to the_4
Additional Information to the Items of Profit or Loss (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
General and administrative expenses: | |||
General and administrative expenses | $ 6,579 | $ 3,810 | $ 1,268 |
Wages and related expenses [Member] | |||
General and administrative expenses: | |||
General and administrative expenses | 1,866 | 808 | 399 |
Share-based payment [Member] | |||
General and administrative expenses: | |||
General and administrative expenses | 495 | 759 | 201 |
Professional and directors fee [Member] | |||
General and administrative expenses: | |||
General and administrative expenses | 1,407 | 1,007 | 495 |
Business development [Member] | |||
General and administrative expenses: | |||
General and administrative expenses | 1,348 | 74 | 87 |
Office maintenance, rent and other expenses [Member] | |||
General and administrative expenses: | |||
General and administrative expenses | 768 | 211 | 58 |
Investor relations and business expenses [Member] | |||
General and administrative expenses: | |||
General and administrative expenses | 368 | 871 | |
Expenses due to litigations & claims [Member] | |||
General and administrative expenses: | |||
General and administrative expenses | 250 | ||
Regulatory expenses [Member] | |||
General and administrative expenses: | |||
General and administrative expenses | $ 77 | $ 80 | $ 28 |
Additional Information to the_5
Additional Information to the Items of Profit or Loss (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other (income) expenses: | |||
Other (income) expenses, net | $ (425) | $ (1) | $ 8 |
Impairment of goodwill [Member] | |||
Other (income) expenses: | |||
Other (income) expenses, net | 160 | ||
Impairment of intangible assets [Member] | |||
Other (income) expenses: | |||
Other (income) expenses, net | 273 | ||
Capital gain from sale of subsidiary [Member] | |||
Other (income) expenses: | |||
Other (income) expenses, net | (34) | ||
Share-based payment [Member] | |||
Other (income) expenses: | |||
Other (income) expenses, net | 26 | ||
Capital loss from sale of equipment [Member] | |||
Other (income) expenses: | |||
Other (income) expenses, net | 1 | ||
Capital gain from sale of property and equipment [Member] | |||
Other (income) expenses: | |||
Other (income) expenses, net | $ (8) |
Additional Information to the_6
Additional Information to the Items of Profit or Loss (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finance income: | |||
Finance income due to the Convertible Debentures | $ (468) | ||
Exchange rate differences | (303) | ||
Finance income from the convertible loan | (35) | ||
Intercompany finance income | (22) | ||
Interest income on bank deposits | (1) | (1) | |
Finance income | (828) | (1) | (1) |
Finance expenses: | |||
Finance expenses due to the Convertible Debentures | 112 | ||
Finance expenses from interest and commissions | 11 | 5 | 1 |
Exchange rate differences | 486 | 7 | |
Finance expenses | $ 123 | $ 491 | $ 8 |
Loss Per Share Or Ads (Details)
Loss Per Share Or Ads (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Statement Line Items [Line Items] | ||||
Weighted number of shares, Amounts used in the computation of basic and diluted loss per | [1] | 159,357 | 116,743 | 37,458 |
Amounts used in the computation of basic and diluted loss per | $ (8,918) | $ (6,244) | $ (1,993) | |
ADSs [Member] | ||||
Statement Line Items [Line Items] | ||||
Weighted number of shares, Amounts used in the computation of basic and diluted loss per | [1] | 139,924 | 116,743 | 37,458 |
Amounts used in the computation of basic and diluted loss per | $ (8,523) | $ (6,244) | $ (1,993) | |
Ordinary shares [Member] | ||||
Statement Line Items [Line Items] | ||||
Weighted number of shares, Amounts used in the computation of basic and diluted loss per | [1],[2] | 19,433 | ||
Amounts used in the computation of basic and diluted loss per | $ (395) | |||
[1] | In order to calculate the weighted number of ADSs, the weighted number of shares was divided by 40 (refer to Note 17a). | |||
[2] | Due to the effect of the Convertible Debentures. |
Transactions and Balances wit_3
Transactions and Balances with Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure of transactions between related parties [line items] | ||
Current Liabilities | $ 4,483 | $ 1,177 |
Key Management Personnel [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Current Liabilities | 629 | 54 |
Other related parties [member] | ||
Disclosure of transactions between related parties [line items] | ||
Current Liabilities | $ 511 | $ 92 |
Transactions and Balances wit_4
Transactions and Balances with Related Parties (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Transactions And Balances With Related Parties | |||
Research and development expenses | $ 75 | ||
General and administrative | 769 | 1 | 51 |
Other expenses | $ 26 |
Transactions and Balances wit_5
Transactions and Balances with Related Parties (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Transactions And Balances With Related Parties | |||
Short-term benefits | $ 1,379 | $ 1,043 | $ 592 |
Share-based payment (see Note 16) | $ 520 | $ 312 | $ 232 |
Transactions and Balances wit_6
Transactions and Balances with Related Parties (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | |
Dec. 19, 2017 | Dec. 31, 2018 | |
Statement Line Items [Line Items] | ||
Due to services | $ 629 | |
Chief Financial Officer [Member] | ||
Statement Line Items [Line Items] | ||
Separation agreement, description | Under the terms of the Separation Agreement (which are similar in essence to his original termination terms under his employment agreement), the Former CFO received severance in the amount of (i) three months' salary through the end of the notice period following the Effective Date and (ii) a bonus equal to two months of salary. In addition, all of the Former CFO's outstanding options to purchase 47,500 ADSs of the Company deemed fully vested as of the Effective Date and were exercisable until June 19, 2018. On June 19, 2018, all share options, in respect of which expenses in the amount of approximately $160 thousand were recorded, expired. |
Events After The Reporting Da_2
Events After The Reporting Date (Details) - March 18, 2018 [Member] $ in Thousands | 1 Months Ended |
Mar. 28, 2019USD ($) | |
Disclosure of non-adjusting events after reporting period [line items] | |
Purchase agreement, description | In addition, following a payment of approximately $250 thousand to Yorkville as part of their participation in the Purchase Agreement, the outstanding debt under the Securities Purchase Agreement mentioned in Note 13c, has decreased to $1.25 million. |
Securities Purchase Agreement [Member] | |
Disclosure of non-adjusting events after reporting period [line items] | |
Purchase agreement, description | The Company entered into a definitive securities purchase agreement (the "Purchase Agreement") with institutional investors to purchase (i) 642,853 of the Company's ADSs, representing 25,714,120 ordinary shares, at a purchase price of $3.50 per ADS, in a registered direct offering (the "Registered Direct Offering"); and (ii) warrants to purchase up to 482,139 ADSs, representing 19,285,560 ordinary shares, with an initial exercise price of $3.50 per ADS (the "Warrants"), in a concurrent private placement (the "Private Placement" and, together with the Registered Direct Offering, the "Offerings"). |
Gross proceeds from offerings | $ 2,250,000 |