Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2016shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | PV Nano Cell, Ltd. |
Entity Central Index Key | 1,627,480 |
Trading Symbol | PVNNF |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2016 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,016 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 14,505,126 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 126,222 | $ 10,912 |
Other current assets | 152,504 | 153,120 |
Inventories | 57,072 | 62,685 |
Total current assets | 335,798 | 226,717 |
LONG-TERM ASSETS: | ||
Property and equipment, net | 400,992 | 217,794 |
Total assets | 736,790 | 444,511 |
CURRENT LIABILITIES: | ||
Short term bank credit | 18,677 | 37,707 |
Trade payables | 673,537 | 284,061 |
Employees and payroll accruals | 171,798 | 138,484 |
Other current liabilities | 614,183 | 634,350 |
Total current liabilities | 1,478,195 | 1,094,602 |
LONG TERM LIABILITIES: | ||
Warrants | 1,117,321 | 961,922 |
Capital Note | 45,493 | 43,568 |
Total liabilities | 2,641,009 | 2,100,092 |
SHAREHOLDERS' DEFICIT: | ||
Share capital - Ordinary shares of NIS 0.01 par value - Authorized: 100,000,000 shares at December 31, 2015 and 2016; Issued and outstanding: 12,907,898 and 14,505,126 shares at December 31, 2015 and 2016, respectively | 37,648 | 33,506 |
Additional paid in capital | 10,300,428 | 8,927,429 |
Accumulated deficit | (12,242,295) | (10,616,516) |
Total shareholders' deficit | (1,904,219) | (1,655,581) |
Total liabilities and shareholders' deficit | $ 736,790 | $ 444,511 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - ₪ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value | ₪ 0.01 | ₪ 0.01 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, shares, issued | 14,505,126 | 12,907,898 |
Ordinary shares, shares outstanding | 14,505,126 | 12,907,898 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenues | $ 67,678 | $ 60,740 | $ 41,953 |
Other income | 10,403 | 7,592 | 15,898 |
Total revenues | 78,081 | 68,332 | 57,851 |
Cost of revenues | 78,622 | 69,051 | 79,215 |
Gross loss | 541 | 719 | 21,364 |
Operating expenses: | |||
Research and development | 976,882 | 901,030 | 1,088,966 |
Less - research and development grants | (344,056) | (180,033) | (129,220) |
Research and development, net | 632,826 | 720,997 | 959,746 |
Sales and marketing | 336,287 | 245,756 | 136,770 |
General and administrative | 571,110 | 807,277 | 809,927 |
Total operating expenses | 1,540,223 | 1,774,030 | 1,906,443 |
Operating loss | 1,540,764 | 1,774,749 | 1,927,807 |
Financial expenses (income), net | 80,636 | (1,094) | 236,561 |
Net loss | 1,621,400 | 1,773,655 | 2,164,368 |
Deemed dividend | 1,842,061 | ||
Net loss attributable to holders of ordinary shares | $ 1,621,400 | $ 1,773,655 | $ 4,006,429 |
Net loss attributable to holders of ordinary shares per share: | |||
Basic and diluted net loss attributable to holders of ordinary shares per share | $ 0.12 | $ 0.14 | $ 1.24 |
Weighted average number of ordinary shares used in computing basic and diluted net loss per share | 13,704,673 | 12,745,710 | 3,222,644 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Total | Ordinary shares | Preferred shares | Additional paid-in Capital | Accumulated deficit |
Balance at Dec. 31, 2013 | $ (61,704) | $ 5,742 | $ 22,438 | $ 4,746,548 | $ (4,836,432) |
Balance, Shares at Dec. 31, 2013 | 2,226,900 | 8,624,145 | |||
Conversion of preferred shares to ordinary shares on November 26, 2014 | $ 22,438 | $ (22,438) | |||
Conversion of preferred shares to ordinary shares on November 26, 2014, Shares | 8,624,145 | (8,624,145) | |||
Reclassification of warrants from liability to equity on November 26, 2014 | 16,883 | 16,883 | |||
Conversion of convertible loans to ordinary shares on November 26, 2014 | 720,276 | $ 1,920 | 718,356 | ||
Conversion of convertible loans to ordinary shares on November 26, 2014, Shares | 743,372 | ||||
Issuance of ordinary shares, net of issuance cost, on November 26, 2014 | 1,007,420 | $ 2,626 | 1,004,794 | ||
Issuance of ordinary shares, net of issuance cost, on November 26, 2014, Shares | 1,016,668 | ||||
Deemed dividend in respect of equity restructuring | 1,842,061 | (1,842,061) | |||
Issuance of warrants and capital note in respect of equity restructuring | (90,280) | (90,280) | |||
Stock based compensation | 382,595 | 382,595 | |||
Net loss | (2,164,368) | (2,164,368) | |||
Balance at Dec. 31, 2014 | (189,178) | $ 32,726 | 8,620,957 | (8,842,861) | |
Balance, Shares at Dec. 31, 2014 | 12,611,085 | ||||
Issuance of ordinary shares, net of issuance cost | 298,464 | $ 780 | 297,684 | ||
Issuance of ordinary shares, net of issuance cost, Shares | 296,813 | ||||
Stock based compensation | 8,788 | 8,788 | |||
Net loss | (1,773,655) | (1,773,655) | |||
Balance at Dec. 31, 2015 | (1,655,581) | $ 33,506 | 8,927,429 | (10,616,516) | |
Balance, Shares at Dec. 31, 2015 | 12,907,898 | ||||
Issuance of ordinary shares, net of issuance cost | 1,013,808 | $ 3,199 | 1,010,609 | ||
Issuance of ordinary shares, net of issuance cost, Shares | 1,234,001 | ||||
Beneficial conversion feature related to bridge financing notes | 74,160 | 74,160 | |||
Conversion of bridge financing notes to ordinary shares | 206,000 | $ 713 | 205,287 | ||
Conversion of bridge financing notes to ordinary shares, Shares | 274,667 | ||||
Exercise of warrants | 26,251 | $ 76 | 26,175 | ||
Exercise of warrants, Shares | 28,638 | ||||
Exercise of options | 154 | $ 154 | |||
Exercise of options, Shares | 59,922 | ||||
Cumulative effect adjustment from adoption of ASU 2016-09 | 4,379 | (4,379) | |||
Stock based compensation | 52,389 | 52,389 | |||
Net loss | (1,621,400) | (1,621,400) | |||
Balance at Dec. 31, 2016 | $ (1,904,219) | $ 37,648 | $ 10,300,428 | $ (12,242,295) | |
Balance, Shares at Dec. 31, 2016 | 14,505,126 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (1,621,400) | $ (1,773,655) | $ (2,164,368) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 55,212 | 50,826 | 46,435 |
Share-based compensation | 52,389 | 8,788 | 382,595 |
Beneficial conversion feature related to bridge financing notes | 74,160 | ||
Change in other current assets | 616 | (60,243) | (56,732) |
Change in inventories | 5,613 | (20,228) | (8,733) |
Change in trade payables | 164,926 | 234,939 | (64,420) |
Change in employees and payroll accruals | 33,314 | 44,204 | (12,040) |
Change in other current liabilities | (20,167) | 428,227 | (28,811) |
Change in fair value of warrants and capital note | (25,936) | (19,278) | 235,382 |
Net cash used in operating activities | (1,281,273) | (1,106,420) | (1,670,692) |
Cash flows from investing activities: | |||
Purchase of property and equipment | (13,860) | (42,074) | (57,874) |
Net cash used in investing activities | (13,860) | (42,074) | (57,874) |
Cash flows from financing activities: | |||
Proceeds from convertible loans | 206,000 | 836,294 | |
Proceeds from issuance of shares, net | 1,013,808 | 298,464 | 1,007,420 |
Proceeds from warrants exercise | 26,251 | ||
Proceeds from stock options exercise | 154 | ||
Increase (decrease) in short term bank credit | (19,030) | 37,707 | |
Proceeds from issuance of warrants presented as liability | 183,260 | 142,470 | 457,501 |
Net cash provided by financing activities | 1,410,443 | 478,641 | 2,301,215 |
Increase (decrease) in cash | 115,310 | (669,853) | 572,649 |
Cash at the beginning of the year | 10,912 | 680,765 | 108,116 |
Cash at the end of the year | 126,222 | 10,912 | 680,765 |
Supplemental information and disclosure of non-cash financing activities | |||
Conversion of convertible loans including interest in to shares | 206,000 | 720,276 | |
Issuance of warrants presented as liability | 334,517 | ||
Reclassification of warrants from liability to equity | 16,883 | ||
Issuance of warrants and capital note in respect of equity restructuring | 90,280 | ||
Purchase of property and equipment on credit | $ 224,550 |
General
General | 12 Months Ended |
Dec. 31, 2016 | |
General [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. P.V. Nano Cell Ltd. (the “Company”) was incorporated in June 2009 under the laws of Israel. The Company has a wholly-owned subsidiary, Nano Size Ltd., a company incorporated under the laws of Israel (“the subsidiary”). The Company and its subsidiary are mainly engaged in developing, manufacturing, marketing and commercializing conductive inks for digital inkjet conductive printing applications. As of December 31, 2016, the Company had only limited sales of its products and had not yet commenced larger scale commercial production or sales. During 2013, the Company formed together with IP Bank International (Suzhou) Co., Ltd. (“IPB”), Leed Thick Film Past Co. and Leed Ink (Suzhou) Co. Ltd. (“Leed”), a Chinese joint venture (“JV”). The Company owns 40% of the outstanding equity securities of the JV. The JV is inactive and is in the process to be dissolved. b. Since its inception, the Company has incurred operating losses and has used cash in its operations. During the year ended December 31, 2016, the Company used cash in operating activities of $1.3 million, incurred a net loss of $1.6 million and had a total accumulated deficit of $12.2 million as of December 31, 2016. The Company requires additional financing in order to continue to fund its current operations and pay existing and future liabilities. The Company intends to finance operating costs over the next twelve months through issuance of equity securities. The Company is currently negotiating with third parties in an attempt to obtain additional sources of funds which, in management’s opinion, would provide adequate cash flows to finance the Company’s operations. The satisfactory completion of these negotiations is essential to provide sufficient cash flow to meet current operating requirements. However, the Company cannot give any assurance that it will be able to achieve a level of profitability from the sale of its products to sustain its operations in the future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty (Refer to note 14 for additional financing in 2017). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared according to United States generally accepted accounting principles (“U.S. GAAP”). a. Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to tax assets and liabilities, fair values of stock-based awards, warrants to purchase the Company’s shares, capital note and inventories write-offs. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. b. Financial statements in U.S. dollars: The accompanying financial statements have been prepared in U.S. dollars (“dollar” or “dollars”). A substantial portion of the Company’s costs are incurred in New Israeli Shekels. However, the Company finances its operations mainly in U.S. dollars and a majority of the Company’s revenues are denominated in dollars. As such, the Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the U.S. dollar. Transactions and balances that are denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters”. All foreign currency transaction gains and losses are reflected in the statements of operations as financial income or expenses, as appropriate. c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiary, intercompany transactions and balances have been eliminated upon consolidation. d. Inventories: Inventories are measured at the lower of cost and net realizable value, cost is computed on a first-in, first-out basis. The inventories consist of finished goods and raw materials. e. Property and equipment: Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated by the straight-line method, over the estimated useful lives of the assets, at the following annual rates: % Computers 15 – 33 Equipment 7 – 33 Office furniture 6 – 15 Leasehold improvements *) *) Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term (including the extension option held by the Company and intended to be exercised) and the expected life of the improvement. Long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During 2014, 2015 and 2016, no impairment losses were identified. f. Revenues Recognition: Revenues from ink sales are recognized in accordance with ASC No. 605-15, “Revenue Recognition” when delivery has occurred, persuasive evidence of an agreement exists, the vendor’s fee is fixed or determinable, and collectability is reasonably assured. Other income, represent a recurring sale of production waste. g. Cost of revenues: Cost of revenues is comprised of cost of materials production, employees’ salaries and related costs, allocated overhead expenses, packaging, import taxes, royalties paid to third parties and to the Government of Israel and other programs, as described in note 7. h. Research and development, net: Research and development expenses are charged to the consolidated statements of operations as incurred, net of grants received, as described in note 2i. i. Government grants: The Company receives participation funds and grants, which represents participation of the government of Israel and European grants. These amounts are recognized on the accrual basis as a reduction of research and development costs as such costs are incurred. j. Income taxes: The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes”. This Statement prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that more likely than not to be realized. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. k. Accounting for stock-based compensation: The Company accounts for share based compensation in accordance with ASC No. 718, “Compensation - Stock Compensation” that requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line attribution method over the requisite service period of each of the awards. The Company recognizes forfeitures of awards as they occur. The Company selected the Black-Scholes option pricing model as the most appropriate fair value method for its stock-options awards. The Black-Scholes option-pricing model requires a number of assumptions, of which the most significant are the expected stock volatility and the expected option term. Expected volatility was calculated based upon similar traded companies’ historical stock price movements. The Company uses the simplified method until such time as there is sufficient historical exercise data to allow the Company to make and rely upon assumptions as to the expected life of outstanding options. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected life of the options. Historically the Company has not paid dividends and in addition has no foreseeable plans to pay dividends, and therefore uses an expected dividend yield of zero in the option pricing model. The fair value for options granted is estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: 2014 2015 2016 Dividend yield * ) 0% 0% Expected volatility * ) 64%- 69% 68%-71 % Risk-free interest * ) 1.12%-1.63% 0.83%-0.97 % Expected life (in years) * 4.375 2.98 *) No grants were made in 2014. l. Concentrations of credit risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company’s cash balances are managed in major banks in Israel. m. Severance pay: Pursuant to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”), the Company’s employees, covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Company to an Israeli insurance company. Payments in accordance with Section 14 release the Company from any future the severance liabilities in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 for such employees is recorded on the Company’s balance sheet. Severance expenses for the years ended December 31, 2014, 2015 and 2016 amounted to $36,456, $39,194 and $44,511, respectively. n. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures”. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent from the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. In accordance with ASC 480, the Company measures its warrants to purchase the Company’s shares classified as liability and the capital note at fair value. The carrying amounts of cash, other current assets, trade payables and other accounts liabilities approximate their fair value due to the short-term maturity of such instruments. The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2015: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 961,922 $ 961,922 Capital note - - 43,568 43,568 Total financial liabilities - - $ 1,005,490 $ 1,005,490 The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2016: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 1,117,321 $ 1,117,321 Capital note - - 45,493 45,493 Total financial liabilities - - $ 1,162,814 $ 1,162,814 The following table presents reconciliations for the Company’s liabilities measured and recorded at fair value on a recurring basis, using significant unobservable inputs (Level 3): Level 3 Balance at January 1, 2014 $ - Fair value of warrants and capital note 882,298 Balance at December 31, 2014 882,298 Fair value of warrants to investors 142,470 Changes in Fair value of warrants and capital note (19,278 ) Balance at December 31, 2015 1,005,490 Fair value of warrants to investors 183,260 Changes in Fair value of warrants and capital note (25,936 ) Balance at December 31, 2016 $ 1,162,814 o. Basic and diluted net loss per share: Basic net loss per share is computed based on the weighted average number of ordinary shares outstanding during each year. Diluted net loss per share is computed based on the weighted average number of ordinary shares outstanding during each year, plus the dilutive potential of ordinary shares considered outstanding during the year in accordance with ASC 260, “Earnings Per Share”. Diluted loss per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus the dilutive effect of ordinary shares considered outstanding during the period. The total number of shares related to the outstanding stock options excluded from the calculations of diluted loss per share, since it would have an anti-dilutive effect, was 697,595, 1,021,917 and 836,514 for 2014, 2015 and 2016, respectively. The total number of warrants to purchase ordinary shares related to the outstanding options excluded from the calculations of diluted loss per share, since it would have an anti-dilutive effect, was 2,241,112, 2,542,262 and 2,834,410 for 2014, 2015 and 2016, respectively. p. Recently issued accounting standards: 1. In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance related to “Revenue from contracts with customers”. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. As currently issued and amended, the standard will become effective for the Company in 2019. The Company is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. 2. In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The Company adopted the provisions of ASU 2014-15 for the year ended December 31, 2016. 3. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). The standard requires that long-term lease arrangements be recognized on the balance sheet. As currently issued and amended, the standard will become effective for the Company in 2020. Early adoption is permitted. The Company is currently evaluating the impact of adoption on its consolidated financial statements. 4. In March 2016, the FASB issued ASU No. 2016-09, “Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. As currently issued and amended, the ASU will become effective for the Company in 2018. Early adoption is permitted. The Company early adopted ASU 2016-09 in 2016 using a modified retrospective transition method. Under the new guidance, the Company has elected to change its policy and has started to recognize forfeitures of awards as they occur. The change in forfeiture policy was adopted using a modified retrospective transition method. The Company recorded a total cumulative-effect adjustment in accumulated deficit as of January 1, 2016 for the revision of the forfeiture fair value that have not previously been recognized in an amount of $4,379 upon transition. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3:- OTHER CURRENT ASSETS December 31, 2015 2016 Grants from the Authority $ 124,862 $ 56,514 Government authorities 14,579 70,332 Account receivables 11,816 18,607 Other 1,863 7,051 $ 153,120 $ 152,504 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4:- PROPERTY AND EQUIPMENT, NET December 31, 2015 2016 Cost: Computers $ 43,964 $ 43,964 Equipment 422,641 661,051 Office furniture 14,394 14,394 Leasehold improvements 23,458 23,458 504,457 742,867 Accumulated depreciation: 286,663 341,875 Property and equipment, net $ 217,794 $ 400,992 Depreciation expenses for the years ended December 31, 2014, 2015 and 2016 were $46,435, $50,826 and $55,212, respectively. |
Other Current Liablities
Other Current Liablities | 12 Months Ended |
Dec. 31, 2016 | |
Other Current Liablities [Abstract] | |
OTHER CURRENT LIABLITIES | NOTE 5:- OTHER CURRENT LIABLITIES December 31, 2015 2016 Provision for professional fees $ 443,695 $ 254,430 Grants received in advance 115,062 299,421 Provision for legal claims 40,000 40,000 Other 35,593 20,332 $ 634,350 $ 614,183 |
Convertible Bridge Financing
Convertible Bridge Financing | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Bridge Financing [Abstract] | |
CONVERTIBLE BRIDGE FINANCING | NOTE 6:- CONVERTIBLE BRIDGE FINANCING a. During 2014, the Company issued convertible bridge financing notes (the “Series 2 Notes”) with an aggregate principal amount of $836,294. The Series 2 Notes accrue interest at a rate of 6% per year and mature prior to conversion only upon an event of default thereunder (as defined in the agreement). Each Series 2 Note shall automatically convert into the most senior class of securities offered by the Company in its next completed equity financing transaction completed within 12 months after the issuance date of such note (based on a conversion price per share equal to 75% of the sales price of such securities in the equity financing transaction) or, if no such transaction is completed within such 12 month period, the notes will be converted into Series B Preferred Shares at a conversion price of $0.917 per share and no interest shall be payable in respect of such converted Series 2 Notes. In addition, the Company granted the holders of the convertible notes warrants to purchase the most senior class of securities of the Company issued in the next equity round in a total amount equal to 7.4% of the aggregate principal amount of the Series 2 Notes. In accordance with ASC 480, the warrants were classified as a liability instrument as the number of warrants and exercise price are not fixed. The Company measures the warrants at fair value by using the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company’s statement of operations as financial expense (income), net. The conversion features upon a financing round was determined to be the predominant events and therefore the entire instrument was considered as a liability pursuant to ASC No. 480 “Distinguishing Liabilities from Equity” and measures at fair value. Upon the issuance by the Company of ordinary shares in November 2014, as described in Note 9a, it was determined that the warrants issued to the lenders under the Series 2 Notes, in the aggregate, would represent the right to purchase 41,179 ordinary shares at an exercise price of $1.50 per share, and as such the warrants in the amount of $16,883 (the Company used the following assumptions: 0% dividend yield, 66.8% expected volatility, 1.67% risk free rate and 3.21 expected life in years) were classified from liability to additional paid in capital. Upon the issuance by the Company of ordinary shares in November 2014, as described in Note 9a, the Series 2 Notes were converted into 743,372 units. Each unit includes ordinary shares at a price per share of $1.125, and an additional 743,372 warrants, at an exercise price of $1.50 per ordinary share. The entire redemption amount was classified as paid in capital in the amount of $218,499. The warrants issued in connection with the conversion may be redeemed by their holders, without the control of the Company, upon the occurrence of certain fundamental transactions as describe in the agreement. In accordance with ASC 480, the warrants were recorded as a liability as of December 31, 2015 and 2016 in the amount of $321,434 and $311,837, respectively (refer to assumptions used as detailed in note 9a). b. In February and March 2016, the Company issued convertible bridge financing notes (the “Additional Notes”) with an aggregate principal amount of $206,000. Each Additional Note may be converted at the choice of the holder into the same class of securities offered by the Company in its next equity financing transaction completed within six months after the issuance date of such note, or, if no such transaction is completed within such six month period, the notes will be converted into units at a price of $1.50 per unit. The Additional Notes accrue interest at a rate of 6% per year. No interest shall accrue if the principal sum is converted pursuant to the terms of the Additional Note as stated above. Upon the issuance by the Company of ordinary shares in July 2016, as detailed in note 9a, the Additional Notes were converted into 274,667 ordinary shares based on a conversion price of $0.75 per share. The Company determined that the Additional Notes contained a beneficial conversion feature. In accordance with the accounting guidance on convertible instruments, the beneficial conversion feature of $74,160 was recognized as additional interest expense when the Additional Notes were converted into ordinary shares. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingent Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 7:- COMMITMENTS AND CONTINGENT LIABILITIES a. The Company was engaged in research and development programs with the National Technological Innovation Authority, or the “Authority” (formerly operating as Office of the Chief Scientist of the Ministry of Economy of the State of Israel, or the OCS). The Company is committed to pay royalties to the Authority at the rate of 3.5% of sales of products resulting from research and development partially financed by the Authority. The amount shall not exceed the grant amount received, linked to the dollar, including accrued interest at the LIBOR rate. The obligation to pay these royalties is contingent on actual sales of the products and in the absence of such sales, no payment is required. During the years ended December 31, 2014, 2015 and 2016 the Company received $16,330, $0 and $0, respectively. During 2014, 2015 and 2016, the Company paid royalties to the Authority in the amount $1,147, $1,621 and $2,109, respectively. As of December 31, 2016, the Company and its subsidiary received from the Authority grants in the amount of $1,009,506 (including interest). The Company’s total contingent liability (including interest) with respect to royalty-bearing participation received, net of royalties paid, amounted to $1,354,412 as of December 31, 2016. b. In September 2009, the Company entered into a License Agreement with Ramot - Tel Aviv University (“Ramot”) for a joint research program. The program was approved by the Magneton committee of the Authority. The Magneton program supports cooperative research programs between industry and academia and encourages the transfer of technology from academic institutions to commercial firms. Under the terms of the Magneton program, the Company received from the Authority an aggregate amount of NIS 1,467,683 (approximately $382 thousand at December 31, 2016), and no royalties are payable to the Authority with respect to this program. Pursuant to the terms of the License Agreement, the Company was required to fund the research and development of the technology subject to such agreement during the research period (two years starting September 2009) in a total amount of NIS 1,077,000 ($280 thousand at December 31, 2016). In addition, the Company issued to Ramot warrants to purchase 117,209 ordinary shares. The warrants are exercisable until the occurrence of an exit event, as defined in the agreement, at an exercise price of NIS 0.01 per share. In return, the Company was required to pay to Tel Aviv University royalties of between 3.4% and 3.9% on all net sales of any product, component, device or material that is used in the preparation of coated substrates meeting certain specifications (“Licensed Film”) and services resulting from the license; and royalties of between 2.4% and 3.0% on all net sales of Licensed Film products and services, and a sublicense fee at a rate of 25% of all sublicense fees the Company receives with respect to the intellectual property developed under such agreement. The royalties and sublicense fees may be creditable against the annual license fee due to Ramot in such calendar year and the following calendar year, in the amount of $20,000 in the three years that follow the research period, $50,000 for the fourth, fifth and sixth years and $75,000 from the seventh year. License fees in the amount of $20,000, $20,000 and $0 were paid in 2014, 2015 and 2016, respectively. As of December 31, 2016, revenues related to the license agreement had not yet started. On January 4, 2016, Ramot provided the Company with a notice of termination of the License Agreement due to failure to meet the development milestones. The termination of the agreement was effective on January 4, 2016. No fees were due with respect to 2016. c. In December, 2011, the Company signed a research and development agreement with the Israeli Ministry of National Infrastructures, Energy and Water Resources. Pursuant to the agreement, the ministry will fund up to 62.5% of the Company’s expenses related to the approved program up to a maximum amount of NIS 625,000 ($163 thousand at December 31, 2016), in exchange for the Company’s agreement to pay royalties of 5% of any revenues generated from the intellectual property generated under the program. The period of the program was 18 months starting January 1, 2012. During the years 2014, 2015 and 2016 the Company received $13,483, $0 and $0, respectively. During the years ended December 31, 2015 and 2016, the Company accrued royalties in the amount of $116 and $281, respectively. As of December 31, 2016, the aggregate contingent liability to the Israeli Ministry of National Infrastructures, Energy and Water Resources amounted to $178,559. d. In October 2010, the Company entered into a Convertible Bridge Financing Agreement with IEC and, as part of the agreement, the Company committed to pay IEC royalties equal to 2% of the total net sales of the Company’s products and service revenues from the product developed and manufactured through this agreement, up to a cap of NIS 8,000,000 ($2,081 thousand at December 31, 2016). During the years ended December 31, 2015 and 2016, the Company accrued royalties in the amount of $4,336 e. In connection with previously made acquisition of Nano Size, the Company is obligated to pay 3% from future sales and 10% of sublicense fees derived from Nano Size’s intellectual property, until the aggregate consideration amounts to $1,400,000. The consideration included a minimum consideration of $60,000 which was paid during 2011, and will be off set against future royalty payments which will be payable by the Company from sales of products and services. f. On March 11, 2013, the Company entered into a Joint Venture Agreement for the establishment of a joint venture in China. The closing conditions in the Joint Venture Agreement have not been met, and the parties resolved to dissolve the joint venture. The Company received from one of the parties to the Joint Venture Agreement, a payment demand for reimbursement of expenses. The Company disputes the claim but has offered to settle the claim, and recorded a provision in an amount that according to management’s assessment is sufficient to settle the claim. g. In September 2012, the Company entered into a Know-How License Agreement with IKTS, pursuant to which the Company purchases from Fraunhofer Institute (“IKTS”) certain additives. The Company has the right to receive the production file and knowhow to its chosen manufacturer, in consideration for payment to IKTS of royalties of €25 ($26 at December 31, 2016) per kilo of the ingredients not manufactured by IKTS. In addition, as of December 31, 2016, the Company is obligated to pay IKTS a minimum annual royalty amount deductible against royalties. During the year ended December 31, 2014, 2015 and 2016, the Company recorded royalty expenses in the amount of $5,184, $2,177 h. In May 2014, the Company entered into an agreement with XaarJet Limited, or Xaar, a producer of printer heads. Once the first ink (Silver Nano-Particle Ink) is certified by Xaar, the Company will be required to pay Xaar a fee for all certified inks sold for use with Xaar print heads as follows: 2% of the certified ink price until the cumulative value of the fees received by Xaar exceeds £50,000 ($61 thousand at December 31, 2016), and thereafter, 1% of the certified ink price. Once the cumulative value of the fees received by Xaar with respect to all products exceeds £1,000,000 ($1,229 thousand at December 31, 2016), the Company and Xaar have agreed to review the percentage payable in the light of the prevailing business conditions. As of December 31, 2016, no such sales commenced. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2016 | |
Taxes on Income [Abstract] | |
TAXES ON INCOME | NOTE 8:- TAXES ON INCOME a. Tax rates: Taxable income is subject to the Israeli corporate tax at the rate as follows: 2016 - 25%, 2014 and 2015 - 26.5%. 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), which reduces the corporate income tax rate to 24% effective from January 1, 2017 and to 23% effective from January 1, 2018. Israeli companies are generally subject to Capital Gains Tax at the corporate tax rate. b. Net operating losses carryforwards: As of December 31, 2016, the Company has accumulated losses for tax purposes in the amount of $7.6 million which may be carried forward and offset against taxable income for an indefinite period. As of December 31, 2016, the Company’s subsidiary has accumulated losses for tax purposes in the amount of $4.4 million which may be carried forward and offset against taxable income for an indefinite period. c. Accounting for uncertainty in income taxes: For the years ended December 31, 2014, 2015 and 2016, the Company did not have any unrecognized tax benefits and no interest and penalties related to unrecognized tax benefits had been accrued. The Company does not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months. d. Tax assessments: Tax reports filed by the Company and the Company’s subsidiary through the year ended December 31, 2011 are considered final. e. Deferred taxes on income: Significant components of the Company’s deferred tax assets are as follows: December 31, 2015 2016 Deferred tax assets Operating loss carryforward $ 2,784,560 $ 2,767,407 Temporary differences 161,500 150,883 Total deferred tax assets 2,946,060 2,918,290 Valuation allowance (2,946,060 ) (2,918,290 ) Net deferred tax assets $ - $ - The net change in the total valuation allowance for the year ended December 31, 2016 primarily relates to an increase in deferred taxes on NOLs for which a full valuation allowance was recorded. The change in corporate income tax rate decreased valuation allowance (Refer to note 8a). In assessing the likelihood that deferred tax assets will be realized, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences and tax loss carryforwards are deductible. f. Reconciliation of the theoretical tax benefit and the actual tax expense: Year ended December 31, 2014 2015 2016 Loss before tax benefit $ (2,164,368 ) $ (1,773,655 ) $ (1,621,400 ) Statutory tax rate 26.5 % 26.5 % 25 % Income tax benefit 573,557 470,019 405,350 Effect of: Losses and timing differences for which valuation allowance was provided, net (112,002 ) (463,890 ) (347,128 ) Foreign exchange differences (*) (286,106 ) (10,104 ) - Non-deductible expenses and other permanent differences (162,870 ) (482 ) (27,055 ) Other (12,579 ) 4,457 (31,167 ) Income tax expense recognized in profit or loss $ - $ - $ - (*) Results for tax purposes are measured under measurement of results for tax purposes under the Income Tax (Inflationary Adjustments) Law, 1985, in terms of earnings in NIS. As explained in Note 2b, the financial statements are measured in U.S. dollars. The difference between the annual change in the NIS/dollar exchange rate causes a difference between taxable income and the income before taxes shown in the financial statements. In accordance with ASC 740-10-25-3(F), the Company has not provided deferred income taxes in respect of the difference between the functional currency and the tax bases of assets and liabilities. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2016 | |
Share Capital [Abstract] | |
SHARE CAPITAL | NOTE 9:- SHARE CAPITAL a. Issuance of ordinary shares: 1. In November 2014, the Company converted, immediately prior to the consummation of the Private Placement, 8,624,145 Preferred A-1, A-2, B-1 and B-2 shares, constituting its entire issued Preferred Share capital, to 8,624,145 ordinary shares, no consideration was provided. In addition, all warrants convertible into preferred shares were replaced to warrants to ordinary shares at 1:1 ratio. Following such conversion, the preferred rights afforded to preferred shareholders have been cancelled, and the Company has one class of shares, of ordinary shares par value NIS 0.01 each. As a result of the conversion, the per-share fair value of ordinary shares increased. Under ASC 718-20-10 such a transaction is considered to be an equity restructuring. In accordance with ASC 718-20-35-6, the Company recorded a compensation expense in the amount of $376,643 in connection with employee’s options and warrants. The Company used the Black-Scholes option pricing model to measure the employees’ options and warrants on the conversion date. (the Company used the following assumptions: 0% dividend yield, 54.9% - 64.2% expected volatility, 0.28% - 2.1% risk free rate and 1.4 - 8.5 expected life in years). Additionally, a deemed divided to other ordinary shareholders was recorded in the amount of $1.8 million for the year ended December 31, 2014. In connection with the conversion of the Series 2 Notes, as discussed in note 6a, the Company issued in November 2014, 743,372 units of one ordinary shares and one warrant to purchase an ordinary share. In November 2014, the Company issued 6.423 ordinary shares for each one outstanding ordinary share held by each of its shareholders, after effecting the increase of its authorized shares by an additional 35,048,750 shares and the conversion of all Preferred Shares into ordinary shares. In the aggregate, the Company issued 9,389,231 ordinary bonus shares post conversion of its share capital for no consideration. In addition, the number of outstanding options, warrants, per share data, exercise price and convertible notes conversion ratio included in these financial statements for all periods presented have been retroactively adjusted to reflect the bonus share issuance (equivalent to a 7.423-for-1 stock split). 2. In November 2014, as part of the Private Placement, the Company issued and sold an aggregate of 1,016,668 units at a price of $1.50 per unit. Each unit includes one ordinary share and one warrant to purchase an ordinary share at an exercise price of $1.50 per share. The Company received aggregate net proceeds of $1,464,921 from the sale of such unit, net of issuance costs of $60,080. The warrants may be redeemed by their holders, without the control of the Company, upon the occurrence of certain fundamental transactions such as a change in control as defined in the warrant agreement. The warrants are exercisable on a cashless basis under certain circumstances. In accordance with ASC 815, as of December 31, 2015 and 2016, warrants in amount of $439,607 and $426,481, respectively (the Company used the following assumptions for 2015 and 2016: 0% dividend yield, 59.3% and 79.3% expected volatility, 1.54% and 147% risk free rate, and 3.9 and 2.9 expected life in years, respectively) were recorded as liabilities. The Company measures the warrants at fair value by using the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company’s statement of operations as financial expense (income), net. As the occurrence of certain fundamental transactions defined in the warrant agreement that may lead to liquidation are not expected to occur, the Company classified the warrants in long term liability. On July 9, 2015, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with a new investor, pursuant to which the Company may, at its election and sole discretion, issue and sell to the investor, from time to time ordinary shares as provided in the SEDA. The maximum investment amount is $3,000,000 at a price per share equal to 95% of the lowest daily volume weighted average price of the ordinary shares for the five consecutive trading days following the election date. The Company’s ability to purchase shares under the SEDA is subject to, among other things, the qualification of the ordinary shares on the OTCQB and the filing and effectiveness of a registration statement registering for resale the ordinary shares issuable to the investor under the SEDA. Pursuant to the terms of the SEDA, the Company agreed to pay a structuring and due diligence fee in an amount equal to $15,000 and a commitment fee in an aggregate amount of $150,000, payable by the issuance of 100,000 ordinary shares. In addition, pursuant to the SEDA, the investor purchased in October 2015 100,000 units, at a purchase price of $1.50 per unit. Each unit consists of (i) one ordinary share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per share. Between July 2015 and December 31, 2015, as part of the Private Placement and the SEDA, the Company issued and sold an aggregate of 296,813 units (which includes the issuance of 100,000 units under SEDA agreement, as described above) at a price of $1.50 per unit. Each unit includes one ordinary share and one warrant to purchase ordinary share at an exercise price of $1.50 per share. The Company received aggregate net proceeds of $445,219 from the sale of such units, net of issuance costs of $4,285. The warrants may be redeemed by their holders, without the control of the Company, upon the occurrence of certain fundamental transactions such as “change in control” as defined in the warrant agreement. The warrants are exercisable on a cashless basis under certain circumstances. In accordance with ASC 815, as of December 31, 2015 and 2016, warrants in the amount of $139,680 and $135,762 (the Company used the following assumptions: 0% dividend yield, 66.8% and 75.8% expected volatility, 1.67% and 1.61% risk free rate, and 5 and 3.63 expected life in years, respectively) were recorded as liability. The Company measures the warrants at fair value by using the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company’s statement of operations as financial expense (income), net. As the occurrence of certain fundamental transactions defined in the warrant agreement that may lead to liquidation are not expected to occur, the Company classified the warrants in long term liability. 3. Between January and October 2016, as part of the Private Placement, the Company issued 374,001 units at a price of $1.50 per unit. Each unit consists of (i) one ordinary share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per share. The Company received aggregate net proceeds of $561,000 from the sale of such units, net of issuance costs of $9,709. The warrants may be redeemed by their holders, without the control of the Company, upon the occurrence of certain fundamental transactions such as “change in control” as defined in the warrant agreement. The warrants are exercisable on a cashless basis under certain circumstances. In accordance with ASC 815, warrants in the amount of $183,260 (the Company used the following assumptions: 0% dividend yield, 68.11% expected volatility, 1.14% risk free rate and 5 expected life in years) were recorded as liability. The Company measures the warrants at fair value by using the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company’s statement of operations as financial expense (income), net. As the occurrence of certain fundamental transactions defined in the warrant agreement that may lead to liquidation are not expected to occur, the Company classified the warrants in long term liability. As of December 31, 2016 the fair value of the warrants amounted to $182,041. 4. On July 7, 2016, the board approved an internal equity investment round in an aggregate amount of up to $900,000 at a price per Ordinary Share of $0.75, to be raised from existing shareholders. The investment round resulted in the issuance of 860,000 Ordinary Shares in consideration for an aggregate investment amount of $645,000. In connection with the conversion of the Additional Notes, as discussed in note 6b, the Company issued in July 2016, 274,667 Ordinary Shares. 5. During 2016 Company’s founders paid $777 owed to Company due to shares issued to them upon inception. b. Rights of ordinary shares: Ordinary shares confer upon their holders the rights to elect all of the directors of the Company, to participate and vote in the general meetings of the Company, to receive dividends, if and when declared, subject to the payment in full of all preferential dividends to which the holders of the Preferred Share are entitled under the Company’s articles of association and to participate in the distribution of the surplus assets and funds of the Company in the event of liquidation, subject to the liquidation preference of the Preferred Shares (if any). Each ordinary share entitles its holder to one vote on all matters submitted to a vote of the Company’s shareholders. c. Stock option plan: Under the Company’s 2010 option plan, options may be granted to officers, directors, employees, consultants and service providers of the Company. The vesting period of the options is subject for Board approval and can vary from grant to grant. Options vest over a period of zero to three years from date of grant. Any options that are cancelled or forfeited before expiration become available for future grants. The options may be exercised for a period of seven years from grant. The total number of shares available for future grants as of December 31, 2016 was 386,923. A summary of the Company’s stock option activities and related information for the year ended December 31, 2016, is as follows: Number of options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic-value Outstanding at the beginning of the year 1,021,917 $ 0.51 Granted 75,000 0.92 Exercised (59,922 ) *) Options forfeited (200,481 ) 0.32 Outstanding at the end of the year 836,514 $ 0.63 3.63 $ 318,326 Exercisable as of December 31 745,885 $ 0.59 3.36 $ 309,867 *) Represent amount lower than $0.01 The options granted to officers, directors, employees, consultants and service providers of the Company which were outstanding as of December 31, 2016 have been classified into exercise prices as follows: Outstanding Exercisable Exercise price Number of options Weighted average remaining contractual life (years) Number of options Weighted average remaining contractual life (years) * ) 230,425 3.4 230,425 3.4 $0.45 63,097 0.7 63,097 0.7 $0.92 542,992 4.1 452,363 3.7 836,514 745,885 *) Represent amount lower than $0.01 As of December 31, 2016, the total compensation cost related to options granted to employees, consultants and service providers, not yet recognized, amounted to $29,981 and is expected to be recognized over a weighted average period of 1.08 years. d. Stock based compensation amounted to $382,595, $8,788 and $52,389 in 2014, 2015 and 2016, respectively, and were recorded as follows: Year Ended December 31, 2014 2015 2016 Cost of Revenues $ 2,134 $ 107 $ (99 ) Research and Development 202,769 2,597 8,828 Sales & Marketing 28,458 839 7,220 General and Administrative 149,234 5,245 36,440 $ 382,595 $ 8,788 $ 52,389 e. The Company’s outstanding warrants classified as equity as of December 31, 2016 are as follows: Issuance date Outstanding Exercise price Exercisable through 2009 117,209 (***) Exit event 2011 6,546 $ 0.92 2017 2012 28,637 $ 0.92 (*) . 2013 59,384 $ 0.92 2023 2013 8,182 $ 0.92 (*) 2014 51,096 $ 1.50 (*) 2015 4,337 $ 1.50 (**) 2016 7,832 $ 1.50 (**) 2016 333 $ 0.75 (**) 283,556 *) The earlier of: 5 years from the issuance date or the consummation of IPO or M&A Transaction. **) The earlier of: 2 years from the issuance date or the consummation of IPO or M&A Transaction ***) Represent amount lower than $0.01 All warrants are exercised to ordinary shares. The exercise price of the warrants and the number of shares issuable thereunder is subject to standard anti diluted features, including dividends, stock splits, combinations and reclassifications of the Company’s capital stock. In accordance with ASC 815, “Derivatives and Hedging”, the warrants were classified as an equity instrument. f. In July 2014, the Company entered into an agreement with one of its shareholders according to which the Company issued to the shareholder, in November 2014, upon the initial closing of the Private Placement, a warrant to purchase up to 120,000 ordinary shares at an exercise price of $0.92 per share (or lower if the price per share paid by the investors in the Private Placement is lower than $1.44). The warrants are exercisable until the first to occur of an M&A Event or the completion by the Company of a public offering. As the exercised price is subject to changes, in accordance with ASC 480, as of December 31, 2015 and 2016 the Company classified the warrants as liabilities in the amount of $61,200 (the Company used the following assumptions: 0% dividend yield, 78% expected volatility, 1.19% and 1.34% risk free rate , respectively, and 2.5 expected life in years). The Company measures the warrants at fair value by using the Black-Scholes option pricing model in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company’s statement of operations as financial expense (income). In addition, the Company issued the investor, a cash settled capital note in the aggregate principal amount of $100,000, which becomes due and payable upon the earlier to occur of: (i) an M&A Transaction, (ii) a qualified IPO (as defined in the agreement) or (iii) an equity financing by the Company resulting in aggregate gross proceeds of at least $6,000,000. The Company elected to present the capital note at fair value in accordance with ASC 825, in the amounts of $43,568 and $45,493 as of December 31, 2015 and 2016, respectively. As the Company does not expect the capital note to become due in the following 12 months it presented the capital note as a long term liability. |
Warrants Presented at Fair Valu
Warrants Presented at Fair Value | 12 Months Ended |
Dec. 31, 2016 | |
Warrants Presented at Fair Value [Abstract] | |
WARRANTS PRESENTED AT FAIR VALUE | NOTE 10:- WARRANTS PRESENTED AT FAIR VALUE The warrants issued in the November 2014 Private Placement to the new investors and the Series 2 lenders (as discussed in Note 9a), may be redeemed by their holders, without the control of the Company, upon the occurrence of certain Fundamental Transactions defined in the warrant agreement, mainly transactions involving a change in control of the Company, consolidation or merger with or into another entity; sale of all or substantially all of its assets, sale of 50% of its shares, etc. The warrants redemption price shall be a cash amount equal to the Black-Scholes value thereof, determined as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated. The warrants may be exercisable on a cashless basis at any time including if the Company fails to comply with its registration obligations. The exercise price and the number of warrant shares will be subject to adjustment upon the occurrence of certain events, including stock dividends, stock splits, combinations and reclassifications of the Company’s capital stock. In accordance with ASC 480 the warrants were classified as liability. The Company’s outstanding warrants classified as a liability as of December 31, 2016 are as follows: Outstanding Exercise price Exercisable through Fair value 1,016,668 $ 1.5 2019 $ 426,481 Refer to Note 9a 743,372 $ 1.5 2019 311,837 Refer to Note 6a 120,000 $ 0.92 (*) (**) 61,200 Refer to Note 9f 296,813 $ 1.5 2020 135,762 Refer to Note 9a 374,001 $ 1.5 2021 182,041 Refer to Note 9a 2,550,854 $ 1,117,321 (*) Subject to changes as describe in the agreement. (**) M&A or qualified IPO as described in the agreement. |
Financial Expenses (Income), Ne
Financial Expenses (Income), Net | 12 Months Ended |
Dec. 31, 2016 | |
Financial Expenses (Income), Net [Abstract] | |
FINANCIAL EXPENSES (INCOME), NET | NOTE 11:- FINANCIAL EXPENSES (INCOME), NET Year ended December 31, 2014 2015 2016 Financial income: Change in fair value of warrants and capital note presented at fair value $ - $ (19,278 ) $ (25,936 ) Foreign exchange gain, net (9,933 ) - - Financial expenses: Change in fair value of warrants and capital note presented at fair value 235,382 - - Beneficial conversion feature related to bridge financing notes - - 74,160 Foreign exchange loss, net - 8,111 17,982 Other 11,112 10,073 14,430 $ 236,561 $ (1,094 ) $ 80,636 |
Additional Information to the S
Additional Information to the Statements of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Additional Information to the Statements of Operations [Abstract] | |
ADDITIONAL INFORMATION TO THE STATEMENTS OF OPERATIONS | NOTE 12:- ADDITIONAL INFORMATION TO THE STATEMENTS OF OPERATIONS Geographic information: Revenues reported in the financial statements derive from the Company’s country of domicile (Israel) and foreign countries based on the location of the customers, are as follows: Year ended December 31, 2014 2015 2016 Israel $ 23,128 $ 9,632 $ 18,903 Germany 12,037 9,350 16,040 France 6,621 8,681 7,126 Holland 5,836 1,740 4,936 Austria 1,494 14,967 1,135 United states 4,212 11,395 16,935 Other 4,523 12,567 13,006 $ 57,851 $ 68,332 $ 78,081 All of the Company’s long-lived assets are located in Israel. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13:- RELATED PARTY TRANSACTIONS In 2012, the Company entered into a business development services consultancy agreement with one of its board of director members. In 2013, under the consultancy agreement, the Company granted fully vested options to purchase up to an aggregate of 263,517 ordinary shares at an exercise price of $0.917 per share. The options are exercisable for a period of seven years from the date of grant. In 2013 and 2014, the Company recorded $1,065 and $86,961, respectively, general and administrative expenses in connection with the consultancy agreement. The above director resigned from the board on October 19, 2015. No expense was recorded with respect to this agreement in 2015 and 2016. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14:- SUBSEQUENT EVENTS a. Between February and May 2017 the Company extended the Private Placement for a total amount of $80,000. The Company issued 53,333 units at a price of $1.50 per unit to existing and new investors. Each unit consists of (i) one Ordinary Share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per share with the same terms and conditions as discussed in note 9a. b. On March 22, 2017 the Company received a loan for a principal amount of $162,000 from new investors according to a promissory note executed between the parties. In connection with the loan, commitment fees in the total amount of $12,000 were deducted from the consideration received. The loan bears an interest rate of 12% annually, which must be repaid in five equal monthly installments, commencing on May 31, 2017 and ending on September 30, 2017, subject to any early repayment in accordance with the terms set forth in the promissory note. In addition, pursuant to the loan agreement, the investor received a five-year Warrant to purchase up to 75,000 Ordinary Shares, at an exercise price of $1.50 per share. c. In April 2017, the Company issued 60,000 restricted Ordinary Shares and 12,500 Ordinary Shares to service providers. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Use of estimates | a. Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to tax assets and liabilities, fair values of stock-based awards, warrants to purchase the Company’s shares, capital note and inventories write-offs. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Financial statements in U.S. dollars | b. Financial statements in U.S. dollars: The accompanying financial statements have been prepared in U.S. dollars (“dollar” or “dollars”). A substantial portion of the Company’s costs are incurred in New Israeli Shekels. However, the Company finances its operations mainly in U.S. dollars and a majority of the Company’s revenues are denominated in dollars. As such, the Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the U.S. dollar. Transactions and balances that are denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters”. All foreign currency transaction gains and losses are reflected in the statements of operations as financial income or expenses, as appropriate. |
Principles of consolidation | c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiary, intercompany transactions and balances have been eliminated upon consolidation. |
Inventories | d. Inventories: Inventories are measured at the lower of cost and net realizable value, cost is computed on a first-in, first-out basis. The inventories consist of finished goods and raw materials. |
Property and equipment | e. Property and equipment: Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated by the straight-line method, over the estimated useful lives of the assets, at the following annual rates: % Computers 15 – 33 Equipment 7 – 33 Office furniture 6 – 15 Leasehold improvements *) *) Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term (including the extension option held by the Company and intended to be exercised) and the expected life of the improvement. Long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During 2014, 2015 and 2016, no impairment losses were identified. |
Revenues Recognition | f. Revenues Recognition: Revenues from ink sales are recognized in accordance with ASC No. 605-15, “Revenue Recognition” when delivery has occurred, persuasive evidence of an agreement exists, the vendor’s fee is fixed or determinable, and collectability is reasonably assured. Other income, represent a recurring sale of production waste. |
Cost of revenues | g. Cost of revenues: Cost of revenues is comprised of cost of materials production, employees’ salaries and related costs, allocated overhead expenses, packaging, import taxes, royalties paid to third parties and to the Government of Israel and other programs, as described in note 7. |
Research and development, net | h. Research and development, net: Research and development expenses are charged to the consolidated statements of operations as incurred, net of grants received, as described in note 2i. |
Government grants | i. Government grants: The Company receives participation funds and grants, which represents participation of the government of Israel and European grants. These amounts are recognized on the accrual basis as a reduction of research and development costs as such costs are incurred. |
Income taxes | j. Income taxes: The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes”. This Statement prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that more likely than not to be realized. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. |
Accounting for stock-based compensation | k. Accounting for stock-based compensation: The Company accounts for share based compensation in accordance with ASC No. 718, “Compensation - Stock Compensation” that requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line attribution method over the requisite service period of each of the awards. The Company recognizes forfeitures of awards as they occur. The Company selected the Black-Scholes option pricing model as the most appropriate fair value method for its stock-options awards. The Black-Scholes option-pricing model requires a number of assumptions, of which the most significant are the expected stock volatility and the expected option term. Expected volatility was calculated based upon similar traded companies’ historical stock price movements. The Company uses the simplified method until such time as there is sufficient historical exercise data to allow the Company to make and rely upon assumptions as to the expected life of outstanding options. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term to the expected life of the options. Historically the Company has not paid dividends and in addition has no foreseeable plans to pay dividends, and therefore uses an expected dividend yield of zero in the option pricing model. The fair value for options granted is estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: 2014 2015 2016 Dividend yield * ) 0% 0% Expected volatility * ) 64%- 69% 68%-71 % Risk-free interest * ) 1.12%-1.63% 0.83%-0.97 % Expected life (in years) * 4.375 2.98 *) No grants were made in 2014. |
Concentrations of credit risks | l. Concentrations of credit risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company’s cash balances are managed in major banks in Israel. |
Severance pay | m. Severance pay: Pursuant to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”), the Company’s employees, covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Company to an Israeli insurance company. Payments in accordance with Section 14 release the Company from any future the severance liabilities in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 for such employees is recorded on the Company’s balance sheet. Severance expenses for the years ended December 31, 2014, 2015 and 2016 amounted to $36,456, $39,194 and $44,511, respectively. |
Fair value of financial instruments | n. Fair value of financial instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures”. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent from the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. In accordance with ASC 480, the Company measures its warrants to purchase the Company’s shares classified as liability and the capital note at fair value. The carrying amounts of cash, other current assets, trade payables and other accounts liabilities approximate their fair value due to the short-term maturity of such instruments. The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2015: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 961,922 $ 961,922 Capital note - - 43,568 43,568 Total financial liabilities - - $ 1,005,490 $ 1,005,490 The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2016: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 1,117,321 $ 1,117,321 Capital note - - 45,493 45,493 Total financial liabilities - - $ 1,162,814 $ 1,162,814 The following table presents reconciliations for the Company’s liabilities measured and recorded at fair value on a recurring basis, using significant unobservable inputs (Level 3): Level 3 Balance at January 1, 2014 $ - Fair value of warrants and capital note 882,298 Balance at December 31, 2014 882,298 Fair value of warrants to investors 142,470 Changes in Fair value of warrants and capital note (19,278 ) Balance at December 31, 2015 1,005,490 Fair value of warrants to investors 183,260 Changes in Fair value of warrants and capital note (25,936 ) Balance at December 31, 2016 $ 1,162,814 |
Basic and diluted net loss per share | o. Basic and diluted net loss per share: Basic net loss per share is computed based on the weighted average number of ordinary shares outstanding during each year. Diluted net loss per share is computed based on the weighted average number of ordinary shares outstanding during each year, plus the dilutive potential of ordinary shares considered outstanding during the year in accordance with ASC 260, “Earnings Per Share”. Diluted loss per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus the dilutive effect of ordinary shares considered outstanding during the period. The total number of shares related to the outstanding stock options excluded from the calculations of diluted loss per share, since it would have an anti-dilutive effect, was 697,595, 1,021,917 and 836,514 for 2014, 2015 and 2016, respectively. The total number of warrants to purchase ordinary shares related to the outstanding options excluded from the calculations of diluted loss per share, since it would have an anti-dilutive effect, was 2,241,112, 2,542,262 and 2,834,410 for 2014, 2015 and 2016, respectively. |
Recently issued accounting standards | p. Recently issued accounting standards: 1. In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance related to “Revenue from contracts with customers”. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. As currently issued and amended, the standard will become effective for the Company in 2019. The Company is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. 2. In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The Company adopted the provisions of ASU 2014-15 for the year ended December 31, 2016. 3. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). The standard requires that long-term lease arrangements be recognized on the balance sheet. As currently issued and amended, the standard will become effective for the Company in 2020. Early adoption is permitted. The Company is currently evaluating the impact of adoption on its consolidated financial statements. 4. In March 2016, the FASB issued ASU No. 2016-09, “Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. As currently issued and amended, the ASU will become effective for the Company in 2018. Early adoption is permitted. The Company early adopted ASU 2016-09 in 2016 using a modified retrospective transition method. Under the new guidance, the Company has elected to change its policy and has started to recognize forfeitures of awards as they occur. The change in forfeiture policy was adopted using a modified retrospective transition method. The Company recorded a total cumulative-effect adjustment in accumulated deficit as of January 1, 2016 for the revision of the forfeiture fair value that have not previously been recognized in an amount of $4,379 upon transition. |
Significant Accounting Polici22
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Schedule of property and equipment, net of accumulated depreciation | % Computers 15 – 33 Equipment 7 – 33 Office furniture 6 – 15 Leasehold improvements *) *) Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term (including the extension option held by the Company and intended to be exercised) and the expected life of the improvement. |
Schedule of fair value for options granted using the black-scholes option-pricing model | 2014 2015 2016 Dividend yield * ) 0% 0% Expected volatility * ) 64%- 69% 68%-71 % Risk-free interest * ) 1.12%-1.63% 0.83%-0.97 % Expected life (in years) * 4.375 2.98 *) No grants were made in 2014. |
Schedule of fair value, assets and liabilities measured on recurring basis | The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2015: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 961,922 $ 961,922 Capital note - - 43,568 43,568 Total financial liabilities - - $ 1,005,490 $ 1,005,490 The following table presents liabilities measured at fair value on a recurring basis as of December 31, 2016: Fair value measurements using input type Level 1 Level 2 Level 3 Total Warrants - - $ 1,117,321 $ 1,117,321 Capital note - - 45,493 45,493 Total financial liabilities - - $ 1,162,814 $ 1,162,814 |
Schedule of liabilities measured at fair value on a recurring basis | Level 3 Balance at January 1, 2014 $ - Fair value of warrants and capital note 882,298 Balance at December 31, 2014 882,298 Fair value of warrants to investors 142,470 Changes in Fair value of warrants and capital note (19,278 ) Balance at December 31, 2015 1,005,490 Fair value of warrants to investors 183,260 Changes in Fair value of warrants and capital note (25,936 ) Balance at December 31, 2016 $ 1,162,814 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Current Assets [Abstract] | |
Schedule of other current assets | December 31, 2015 2016 Grants from the Authority $ 124,862 $ 56,514 Government authorities 14,579 70,332 Account receivables 11,816 18,607 Other 1,863 7,051 $ 153,120 $ 152,504 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment, Net [Abstract] | |
Schedule of property and equipment, net | December 31, 2015 2016 Cost: Computers $ 43,964 $ 43,964 Equipment 422,641 661,051 Office furniture 14,394 14,394 Leasehold improvements 23,458 23,458 504,457 742,867 Accumulated depreciation: 286,663 341,875 Property and equipment, net $ 217,794 $ 400,992 |
Other Current Liablities (Table
Other Current Liablities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Current Liablities [Abstract] | |
Schedule of other current liabilities | December 31, 2015 2016 Provision for professional fees $ 443,695 $ 254,430 Grants received in advance 115,062 299,421 Provision for legal claims 40,000 40,000 Other 35,593 20,332 $ 634,350 $ 614,183 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Taxes on Income [Abstract] | |
Schedule of deferred tax assets | December 31, 2015 2016 Deferred tax assets Operating loss carryforward $ 2,784,560 $ 2,767,407 Temporary differences 161,500 150,883 Total deferred tax assets 2,946,060 2,918,290 Valuation allowance (2,946,060 ) (2,918,290 ) Net deferred tax assets $ - $ - |
Schedule of reconciliation of tax benefit | Year ended December 31, 2014 2015 2016 Loss before tax benefit $ (2,164,368 ) $ (1,773,655 ) $ (1,621,400 ) Statutory tax rate 26.5 % 26.5 % 25 % Income tax benefit 573,557 470,019 405,350 Effect of: Losses and timing differences for which valuation allowance was provided, net (112,002 ) (463,890 ) (347,128 ) Foreign exchange differences (*) (286,106 ) (10,104 ) - Non-deductible expenses and other permanent differences (162,870 ) (482 ) (27,055 ) Other (12,579 ) 4,457 (31,167 ) Income tax expense recognized in profit or loss $ - $ - $ - (*) Results for tax purposes are measured under measurement of results for tax purposes under the Income Tax (Inflationary Adjustments) Law, 1985, in terms of earnings in NIS. As explained in Note 2b, the financial statements are measured in U.S. dollars. The difference between the annual change in the NIS/dollar exchange rate causes a difference between taxable income and the income before taxes shown in the financial statements. In accordance with ASC 740-10-25-3(F), the Company has not provided deferred income taxes in respect of the difference between the functional currency and the tax bases of assets and liabilities. |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share Capital [Abstract] | |
Summary of stock option activities and related information | Number of options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic-value Outstanding at the beginning of the year 1,021,917 $ 0.51 Granted 75,000 0.92 Exercised (59,922 ) *) Options forfeited (200,481 ) 0.32 Outstanding at the end of the year 836,514 $ 0.63 3.63 $ 318,326 Exercisable as of December 31 745,885 $ 0.59 3.36 $ 309,867 *) Represent amount lower than $0.01 |
Summary of options granted outstanding and exercise prices | Outstanding Exercisable Exercise price Number of options Weighted average remaining contractual life (years) Number of options Weighted average remaining contractual life (years) * ) 230,425 3.4 230,425 3.4 $0.45 63,097 0.7 63,097 0.7 $0.92 542,992 4.1 452,363 3.7 836,514 745,885 *) Represent amount lower than $0.01 |
Summary of stock based compensation | Year Ended December 31, 2014 2015 2016 Cost of Revenues $ 2,134 $ 107 $ (99 ) Research and Development 202,769 2,597 8,828 Sales & Marketing 28,458 839 7,220 General and Administrative 149,234 5,245 36,440 $ 382,595 $ 8,788 $ 52,389 |
Summary of outstanding warrants | Issuance date Outstanding Exercise price Exercisable through 2009 117,209 (***) Exit event 2011 6,546 $ 0.92 2017 2012 28,637 $ 0.92 (*) . 2013 59,384 $ 0.92 2023 2013 8,182 $ 0.92 (*) 2014 51,096 $ 1.50 (*) 2015 4,337 $ 1.50 (**) 2016 7,832 $ 1.50 (**) 2016 333 $ 0.75 (**) 283,556 *) The earlier of: 5 years from the issuance date or the consummation of IPO or M&A Transaction. **) The earlier of: 2 years from the issuance date or the consummation of IPO or M&A Transaction ***) Represent amount lower than $0.01 |
Warrants Presented at Fair Va28
Warrants Presented at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants Presented at Fair Value [Abstract] | |
Schedule of outstanding warrants classified as a liability | Outstanding Exercise price Exercisable through Fair value 1,016,668 $ 1.5 2019 $ 426,481 Refer to Note 9a 743,372 $ 1.5 2019 311,837 Refer to Note 6a 120,000 $ 0.92 (*) (**) 61,200 Refer to Note 9f 296,813 $ 1.5 2020 135,762 Refer to Note 9a 374,001 $ 1.5 2021 182,041 Refer to Note 9a 2,550,854 $ 1,117,321 (*) Subject to changes as describe in the agreement. (**) M&A or qualified IPO as described in the agreement. |
Financial Expenses (Income), 29
Financial Expenses (Income), Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Financial Expenses (Income), Net [Abstract] | |
Schedule of financial expenses (income), net | Year ended December 31, 2014 2015 2016 Financial income: Change in fair value of warrants and capital note presented at fair value $ - $ (19,278 ) $ (25,936 ) Foreign exchange gain, net (9,933 ) - - Financial expenses: Change in fair value of warrants and capital note presented at fair value 235,382 - - Beneficial conversion feature related to bridge financing notes - - 74,160 Foreign exchange loss, net - 8,111 17,982 Other 11,112 10,073 14,430 $ 236,561 $ (1,094 ) $ 80,636 |
Additional Information to the30
Additional Information to the Statements of Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Additional Information to the Statements of Operations [Abstract] | |
Schedule of revenues in financial statements | Year ended December 31, 2014 2015 2016 Israel $ 23,128 $ 9,632 $ 18,903 Germany 12,037 9,350 16,040 France 6,621 8,681 7,126 Holland 5,836 1,740 4,936 Austria 1,494 14,967 1,135 United states 4,212 11,395 16,935 Other 4,523 12,567 13,006 $ 57,851 $ 68,332 $ 78,081 |
General (Details)
General (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
General (Textual) | ||||
Ownership percentage outstanding | 40.00% | |||
Cash used in operating activities | $ (1,281,273) | $ (1,106,420) | $ (1,670,692) | |
Net loss | (1,621,400) | (1,773,655) | $ (2,164,368) | |
Accumulated deficit | $ (12,242,295) | $ (10,616,516) |
Significant Accounting Polici32
Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2016 | ||
Computers [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment net of accumulated depreciation, annual rate | 15.00% | |
Computers [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment net of accumulated depreciation, annual rate | 33.00% | |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment net of accumulated depreciation, annual rate | 7.00% | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment net of accumulated depreciation, annual rate | 33.00% | |
Office furniture [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment net of accumulated depreciation, annual rate | 6.00% | |
Office furniture [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment net of accumulated depreciation, annual rate | 15.00% | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment net of accumulated depreciation, annual rate | [1] | |
[1] | Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term (including the extension option held by the Company and intended to be exercised) and the expected life of the improvement. |
Significant Accounting Polici33
Significant Accounting Policies (Details 1) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Dividend yield | 0.00% | 0.00% | [1] | ||
Expected volatility | [1] | ||||
Risk-free interest | [1] | ||||
Expected life (in years) | 2 years 11 months 23 days | 4 years 4 months 15 days | |||
Minimum [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Expected volatility | 68.00% | 64.00% | |||
Risk-free interest | 0.83% | 1.12% | |||
Maximum [Member] | |||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||||
Expected volatility | 71.00% | 69.00% | |||
Risk-free interest | 0.97% | 1.63% | |||
[1] | No grants were made in 2014. |
Significant Accounting Polici34
Significant Accounting Policies (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants | $ 1,117,321 | $ 961,922 |
Capital note | 45,493 | 43,568 |
Total financial liabilities | 1,162,814 | 1,005,490 |
Level 1 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants | ||
Capital note | ||
Total financial liabilities | ||
Level 2 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants | ||
Capital note | ||
Total financial liabilities | ||
Level 3 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Warrants | 1,117,321 | 961,922 |
Capital note | 45,493 | 43,568 |
Total financial liabilities | $ 1,162,814 | $ 1,005,490 |
Significant Accounting Polici35
Significant Accounting Policies (Details 3) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Beginning Balance | $ 1,005,490 | $ 882,298 | |
Fair value of warrants and capital note | (25,936) | (19,278) | $ 235,382 |
Fair value of warrants to investors | 183,260 | 142,470 | 457,501 |
Changes in Fair value of warrants and capital note | (74,160) | ||
Ending Balance | 1,005,490 | 882,298 | |
Level 3 [Member] | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Beginning Balance | 1,005,490 | 882,298 | |
Fair value of warrants and capital note | 882,298 | ||
Fair value of warrants to investors | 183,260 | 142,470 | |
Changes in Fair value of warrants and capital note | (25,936) | (19,278) | |
Ending Balance | $ 1,162,814 | $ 1,005,490 | $ 882,298 |
Significant Accounting Polici36
Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Significant Accounting Policies (Textual) | |||
Income tax benefit, percentage | 50.00% | ||
Deposit liabilities, description | Monthly deposits, at a rate of 8.33% of their monthly salary. | ||
Severance expenses | $ 44,511 | $ 39,194 | $ 36,456 |
Forfeiture fair value amount | $ 4,379 | ||
Warrants [Member] | |||
Significant Accounting Policies (Textual) | |||
Anti-dilutive total number of shares outstanding diluted loss per share | 2,834,410 | 2,542,262 | 2,241,112 |
Stock Options [Member] | |||
Significant Accounting Policies (Textual) | |||
Anti-dilutive total number of shares outstanding diluted loss per share | 836,514 | 1,021,917 | 697,595 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Other Current Assets [Abstract] | ||
Grants from the Authority | $ 56,514 | $ 124,862 |
Government authorities | 70,332 | 14,579 |
Account receivables | 18,607 | 11,816 |
Other | 7,051 | 1,863 |
Total | $ 152,504 | $ 153,120 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Cost: | $ 742,867 | $ 504,457 |
Accumulated depreciation: | 341,875 | 286,663 |
Property and equipment, net | 400,992 | 217,794 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost: | 43,964 | 43,964 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost: | 661,051 | 422,641 |
Office furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost: | 14,394 | 14,394 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost: | $ 23,458 | $ 23,458 |
Property and Equipment, Net (39
Property and Equipment, Net (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment, Net (Textual) | |||
Depreciation expenses | $ 55,212 | $ 50,826 | $ 46,435 |
Other Current Liablities (Detai
Other Current Liablities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Other Current Liablities [Abstract] | ||
Provision for professional fees | $ 254,430 | $ 443,695 |
Grants received in advance | 299,421 | 115,062 |
Provision for legal claims | 40,000 | 40,000 |
Other | 20,332 | 35,593 |
Other current liabilities | $ 614,183 | $ 634,350 |
Convertible Bridge Financing (D
Convertible Bridge Financing (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Nov. 30, 2014 | Apr. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Convertible Bridge Financing (Textual) | ||||||||
Debt conversion price | $ 0.75 | $ 1.125 | $ 0.917 | |||||
Conversion of shares | 274,667 | 743,372 | ||||||
Additional warrants | 743,372 | |||||||
Exercise price | $ 1.50 | |||||||
Change in fair value of warrants and capital note | $ (25,936) | $ (19,278) | $ 235,382 | |||||
Dividend yield | 0.00% | 0.00% | 0.00% | |||||
Accrued interest rate of debt | 6.00% | |||||||
Warrants amount | $ 283,556 | |||||||
Redemption amount paid in capital | 90,280 | |||||||
Expected volatility | 64.20% | 75.80% | 66.80% | |||||
Expected life in years | 3 years 7 months 17 days | 5 years | ||||||
Beneficial conversion feature | $ (74,160) | |||||||
Convertible Bridge Financing [Member] | ||||||||
Convertible Bridge Financing (Textual) | ||||||||
Debt aggregate principal amount | $ 206,000 | $ 206,000 | $ 836,294 | |||||
Conversion price per share percentage | 75.00% | |||||||
Debt conversion price | $ 1.50 | $ 1.50 | $ 1.125 | $ 0.917 | ||||
Debt instrument, description | The Company granted the holders of the convertible notes warrants to purchase the most senior class of securities of the Company issued in the next equity round in a total amount equal to 7.4% of the aggregate principal amount of the Series 2 Notes. | |||||||
Warrants to purchase ordinary shares. | 41,179 | |||||||
Conversion of shares | 743,372 | |||||||
Exercise price | $ 1.50 | |||||||
Change in fair value of warrants and capital note | $ 311,837 | $ 321,434 | ||||||
Dividend yield | 0.00% | |||||||
Accrued interest rate of debt | 6.00% | |||||||
Warrants amount | $ 16,883 | |||||||
Redemption amount paid in capital | $ 218,499 | |||||||
Expected volatility | 66.80% | |||||||
Risk free rate | 1.67% | |||||||
Expected life in years | 3 years 2 months 16 days |
Commitments and Contingent Li42
Commitments and Contingent Liabilities (Details) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2014$ / shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2016ILS (₪)₪ / shares | Dec. 31, 2016EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)₪ / shares | Dec. 31, 2014USD ($) | Dec. 31, 2011USD ($) | Dec. 31, 2016ILS (₪)shares | |
Commitments and Contingent Liabilities (Textual) | |||||||||
Research and development | $ 976,882 | $ 901,030 | $ 1,088,966 | ||||||
Warrants to purchase of ordinary shares | shares | 2,550,854 | 2,550,854 | |||||||
Exercise price | $ / shares | $ 1.50 | ||||||||
Royalties description | The Company is obligated to pay 3% from future sales and 10% of sublicense fees derived from Nano Size's intellectual property. | The Company is obligated to pay 3% from future sales and 10% of sublicense fees derived from Nano Size's intellectual property. | The Company is obligated to pay 3% from future sales and 10% of sublicense fees derived from Nano Size's intellectual property. | ||||||
Annual license fee due during calendar year | $ 20,000 | ||||||||
Annual license fee due in second year | 20,000 | ||||||||
Annual license fee due in third year | 20,000 | ||||||||
Annual license fee due in fourth year | 50,000 | ||||||||
Annual license fee due in fivth year | 50,000 | ||||||||
Annual Llcense fee due in sixth year | 50,000 | ||||||||
Annual license fee due in seventh year | 75,000 | ||||||||
License fees | 0 | 20,000 | 20,000 | ||||||
Research and development agreement expense | 632,826 | 720,997 | 959,746 | ||||||
Aggregate consideration amounts | 1,400,000 | $ 60,000 | |||||||
Royalty expenses | 2,202 | 2,177 | 5,184 | ||||||
National Technological Innovation Authority [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
Research and development | 0 | 0 | 16,330 | ||||||
Payments of royalties | $ 2,109 | 1,621 | 1,147 | ||||||
Payment of royalties authority rate | 3.5 | 3.5 | 3.5 | ||||||
Licensed Film [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
Royalties net sales percentage | 25.00% | 25.00% | |||||||
Licensed Film [Member] | Minimum [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
Royalties net sales percentage | 2.40% | 2.40% | |||||||
Licensed Film [Member] | Maximum [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
Royalties net sales percentage | 3.00% | 3.00% | |||||||
Tel Aviv University [Member] | Minimum [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
Royalties net sales percentage | 3.40% | 3.40% | |||||||
Tel Aviv University [Member] | Maximum [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
Royalties net sales percentage | 3.90% | 3.90% | |||||||
Israeli Ministry Of National Infrastructures [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
Company received amount | $ 0 | 0 | $ 0 | $ 13,483 | |||||
Research and development agreement expense | 163,000 | ₪ 625,000 | |||||||
Accrued royalties | $ 281 | 116 | $ 116 | ||||||
Payment of royalties authority rate | 5 | 5 | 5 | ||||||
Xaarjet Limited [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
Other commitments, description | Once the first ink (Silver Nano-Particle Ink) is certified by Xaar, the Company will be required to pay Xaar a fee for all certified inks sold for use with Xaar print heads as follows: 2% of the certified ink price until the cumulative value of the fees received by Xaar exceeds £50,000 ($61 thousand at December 31, 2016), and thereafter, 1% of the certified ink price. Once the cumulative value of the fees received by Xaar with respect to all products exceeds £1,000,000 ($1,229 thousand at December 31, 2016), the Company and Xaar have agreed to review the percentage payable in the light of the prevailing business conditions. | Once the first ink (Silver Nano-Particle Ink) is certified by Xaar, the Company will be required to pay Xaar a fee for all certified inks sold for use with Xaar print heads as follows: 2% of the certified ink price until the cumulative value of the fees received by Xaar exceeds £50,000 ($61 thousand at December 31, 2016), and thereafter, 1% of the certified ink price. Once the cumulative value of the fees received by Xaar with respect to all products exceeds £1,000,000 ($1,229 thousand at December 31, 2016), the Company and Xaar have agreed to review the percentage payable in the light of the prevailing business conditions. | Once the first ink (Silver Nano-Particle Ink) is certified by Xaar, the Company will be required to pay Xaar a fee for all certified inks sold for use with Xaar print heads as follows: 2% of the certified ink price until the cumulative value of the fees received by Xaar exceeds £50,000 ($61 thousand at December 31, 2016), and thereafter, 1% of the certified ink price. Once the cumulative value of the fees received by Xaar with respect to all products exceeds £1,000,000 ($1,229 thousand at December 31, 2016), the Company and Xaar have agreed to review the percentage payable in the light of the prevailing business conditions. | ||||||
License Agreement [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
License agreement aggregate amount | $ 382,000 | ₪ 1,467,683 | |||||||
Research and development | $ 280,000 | ₪ 1,077,000 | |||||||
Warrants to purchase of ordinary shares | shares | 117,209 | 117,209 | |||||||
Exercise price | ₪ / shares | ₪ 0.01 | $ 0.01 | |||||||
Subsidiary received | $ 1,009,506 | ||||||||
Total contingent liability | 1,354,412 | ||||||||
Research And Development Agreement [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
Total contingent liability | 178,559 | ||||||||
Convertible Bridge Financing Agreement [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
Accrued royalties | 3,577 | $ 4,336 | $ 4,336 | ||||||
Convertible bridge financing agreement amount | $ 2,081,000 | ₪ 8,000,000 | |||||||
Royalties net sales percentage | 2.00% | 2.00% | |||||||
Know-How License Agreement [Member] | |||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||
Payments of royalties | $ 26 | € 25 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Taxes on Income [Abstract] | ||
Operating loss carryforward | $ 2,767,407 | $ 2,784,560 |
Temporary differences | 150,883 | 161,500 |
Total deferred tax assets | 2,918,290 | 2,946,060 |
Valuation allowance | (2,918,290) | (2,946,060) |
Net deferred tax assets |
Taxes on Income (Details 1)
Taxes on Income (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Taxes on Income [Abstract] | |||
Loss before tax benefit | $ (1,621,400) | $ (1,773,655) | $ (2,164,368) |
Statutory tax rate | 25.00% | 26.50% | 26.50% |
Income tax benefit | $ 405,350 | $ 470,019 | $ 573,557 |
Effect of: | |||
Losses and timing differences for which valuation allowance was provided, net | (347,128) | (463,890) | (112,002) |
Foreign exchange differences (*) | (10,104) | (286,106) | |
Non-deductible expenses and other permanent differences | (27,055) | (482) | (162,870) |
Other | (31,167) | 4,457 | (12,579) |
Income tax expense recognized in profit or loss |
Taxes on Income (Details Textua
Taxes on Income (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Taxes on Income (Textual) | |||
Statutory tax rate | 25.00% | 26.50% | 26.50% |
Accumulated losses for tax purposes | $ 7.6 | ||
Israel Tax Authority [Member] | |||
Taxes on Income (Textual) | |||
Corporate income tax rate, description | 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), which reduces the corporate income tax rate to 24% effective from January 1, 2017 and to 23% effective from January 1, 2018. | ||
Subsidiaries [Member] | |||
Taxes on Income (Textual) | |||
Accumulated losses for tax purposes | $ 4.4 |
Share Capital (Details)
Share Capital (Details) | 12 Months Ended | |
Dec. 31, 2016USD ($)$ / sharesshares | ||
Share Capital [Abstract] | ||
Number of options, Granted | shares | 75,000 | |
Number of options, Options forfeited | shares | (200,481) | |
Number of options, Outstanding at the ending of the year | shares | 836,514 | |
Number of options, Exercisable | shares | 745,885 | |
Weighted average exercise price, Granted | $ 0.92 | |
Weighted average exercise price, Exercised | [1] | |
Weighted average exercise price, Options forfeited | 0.32 | |
Weighted average exercise price, Outstanding at the end of the year | 0.63 | |
Weighted average exercise price, Exercisable | $ 0.59 | |
Weighted average remaining contractual term, Outstanding at the end of the year | 3 years 7 months 17 days | |
Weighted average remaining contractual term, Exercisable | 3 years 7 months 17 days | |
Aggregate intrinsic-value, Outstanding | $ | $ 318,326 | |
Aggregate intrinsic-value, Exercisable | $ | $ 309,867 | |
[1] | Represent amount lower than $0.01 |
Share Capital (Details 1)
Share Capital (Details 1) | 12 Months Ended | |
Dec. 31, 2016$ / sharesshares | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ / shares | $ 0.63 | |
Outstanding, Number of options | 836,514 | |
Exercisable, Number of options | 745,885 | |
Range 1 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ / shares | [1] | |
Outstanding, Number of options | 230,425 | |
Outstanding, Weighted average remaining contractual life (years) | 3 years 4 months 24 days | |
Exercisable, Number of options | 230,425 | |
Exercisable, Weighted average remaining contractual life (years) | 3 years 4 months 24 days | |
Range 2 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ / shares | $ 0.45 | |
Outstanding, Number of options | 63,097 | |
Outstanding, Weighted average remaining contractual life (years) | 8 months 12 days | |
Exercisable, Number of options | 63,097 | |
Exercisable, Weighted average remaining contractual life (years) | 8 months 12 days | |
Range 3 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price | $ / shares | $ 0.92 | |
Outstanding, Number of options | 542,992 | |
Outstanding, Weighted average remaining contractual life (years) | 4 years 1 month 6 days | |
Exercisable, Number of options | 452,363 | |
Exercisable, Weighted average remaining contractual life (years) | 3 years 8 months 12 days | |
[1] | Represent amount lower than $0.01 |
Share Capital (Details 2)
Share Capital (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | $ 52,389 | $ 8,788 | $ 382,595 |
Cost of Revenues [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | (99) | 107 | 2,134 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | 8,828 | 2,597 | 202,769 |
Sales & Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | 7,220 | 839 | 28,458 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock based compensation | $ 36,440 | $ 5,245 | $ 149,234 |
Share Capital (Details 3)
Share Capital (Details 3) | 12 Months Ended | |
Dec. 31, 2016USD ($)$ / shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding | $ | $ 283,556 | |
Exercise price | $ / shares | $ 0.92 | |
Outstanding warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance date | 2,009 | |
Outstanding | $ | $ 117,209 | |
Exercise price | $ / shares | [1] | |
Exercisable through | Exit event | |
Outstanding warrants 1 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance date | 2,011 | |
Outstanding | $ | $ 6,546 | |
Exercise price | $ / shares | $ 0.92 | |
Exercisable through | 2,017 | |
Outstanding warrants 2 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance date | 2,012 | |
Outstanding | $ | $ 28,637 | |
Exercise price | $ / shares | $ 0.92 | |
Outstanding warrants 3 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance date | 2,013 | |
Outstanding | $ | $ 59,384 | |
Exercise price | $ / shares | $ 0.92 | |
Exercisable through | 2,023 | |
Outstanding warrants 4 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance date | 2,013 | |
Outstanding | $ | $ 8,182 | |
Exercise price | $ / shares | $ 0.92 | |
Outstanding warrants 5 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance date | 2,014 | |
Outstanding | $ | $ 51,096 | |
Exercise price | $ / shares | $ 1.50 | |
Outstanding warrants 6 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance date | 2,015 | |
Outstanding | $ | $ 4,337 | |
Exercise price | $ / shares | $ 1.50 | |
Outstanding warrants 7 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance date | 2,016 | |
Outstanding | $ | $ 7,832 | |
Exercise price | $ / shares | $ 1.50 | |
Outstanding warrants 8 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance date | 2,016 | |
Outstanding | $ | $ 333 | |
Exercise price | $ / shares | $ 0.75 | |
[1] | Represent amount lower than $0.01 |
Share Capital (Details Textual)
Share Capital (Details Textual) | Jul. 07, 2016USD ($)$ / sharesshares | Jul. 09, 2015USD ($)$ / sharesshares | Jul. 31, 2016shares | Nov. 30, 2014USD ($)$ / sharesshares | Jul. 31, 2014 | Apr. 30, 2013 | Dec. 31, 2015USD ($)$ / sharesshares | Oct. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2016₪ / shares | Dec. 31, 2015₪ / shares | Nov. 30, 2014₪ / shares |
Share Capital (Textual) | ||||||||||||||
Conversion of shares | shares | 274,667 | 743,372 | ||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||||||||||||
Compensation expense | $ 52,389 | $ 8,788 | $ 382,595 | |||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | |||||||||||
Expected volatility | 64.20% | 75.80% | 66.80% | |||||||||||
Risk free rate | 0.30% | 1.61% | 1.67% | |||||||||||
Expected life in years | 3 years 7 months 17 days | 5 years | ||||||||||||
Ordinary shares, Description | The Company issued 6.423 ordinary shares for each one outstanding ordinary share held by each of its shareholders, after effecting the increase of its authorized shares by an additional 35,048,750 shares and the conversion of all Preferred Shares into ordinary shares. In the aggregate, the Company issued 9,389,231 ordinary bonus shares post conversion of its share capital for no consideration. | |||||||||||||
Warrants amount | $ 135,762 | $ 139,680 | ||||||||||||
Exercised for grant term | 1 year 7 months 17 days | |||||||||||||
Stock option plan [Member] | ||||||||||||||
Share Capital (Textual) | ||||||||||||||
Compensation expense | $ 29,981 | |||||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||||
Expected volatility | 78.00% | 78.00% | ||||||||||||
Risk free rate | 1.34% | 1.19% | ||||||||||||
Expected life in years | 2 years 6 months | 2 years 6 months | ||||||||||||
Vesting rights description | Options vest over a period of zero to three years from date of grant. | |||||||||||||
Exercised for grant term | 7 years | |||||||||||||
Total number of shares available for grants | shares | 386,923 | |||||||||||||
Issuance date description | (i) an M&A Transaction, (ii) a qualified IPO (as defined in the agreement) or (iii) an equity financing by the Company resulting in aggregate gross proceeds of at least $6,000,000. | |||||||||||||
Warrants description | Warrant to purchase up to 120,000 ordinary shares at an exercise price of $0.92 per share (or lower if the price per share paid by the investors in the Private Placement is lower than $1.44). | |||||||||||||
Warrants liabilities amount | $ 61,200 | $ 61,200 | $ 61,200 | |||||||||||
Principal amount | 100,000 | |||||||||||||
Fair value amount | $ 43,568 | $ 45,493 | $ 43,568 | |||||||||||
Issuance of Ordinary Shares [Member] | ||||||||||||||
Share Capital (Textual) | ||||||||||||||
Conversion of shares | shares | 274,667 | |||||||||||||
Preferred share capital to ordinary shares | shares | 8,624,145 | |||||||||||||
Warrants to ordinary shares ratio | 1:1 | |||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | |||||||||||||
Compensation expense | $ 376,643 | |||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||
Expected volatility | 68.11% | 79.30% | 59.30% | |||||||||||
Risk free rate | 1.14% | 147.00% | 1.54% | |||||||||||
Expected life in years | 5 years | 2 years 10 months 24 days | 3 years 10 months 24 days | |||||||||||
Deemed divided to ordinary shares | $ 1,800,000 | |||||||||||||
Stock split | 7.423-for-1 stock split | |||||||||||||
Ordinary shares, Description | The Company issued in November 2014, 743,372 units of one ordinary shares and one warrant to purchase an ordinary share. | Each unit consists of (i) one ordinary share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per share. | ||||||||||||
Aggregate of sale of stock | shares | 860,000 | 1,016,668 | ||||||||||||
Sale of stock, Price per share | $ / shares | $ 1.50 | |||||||||||||
Aggregate net proceeds of sale of stock | $ 645,000 | $ 1,464,921 | $ 561,000 | |||||||||||
Net of issuance costs | $ 60,080 | 9,709 | ||||||||||||
Warrants amount | $ 183,260 | $ 426,481 | $ 439,607 | |||||||||||
Maximum investment amount | $ 900,000 | |||||||||||||
Shares issued, Price per share | $ / shares | $ 0.75 | $ 1.50 | ||||||||||||
Purchase price of per share | $ / shares | $ 1.50 | |||||||||||||
Issuance of shares | shares | 374,001 | |||||||||||||
Fair value amount | 182,041 | |||||||||||||
Amount paid by founders | $ 777 | |||||||||||||
Issuance of Ordinary Shares [Member] | Maximum [Member] | ||||||||||||||
Share Capital (Textual) | ||||||||||||||
Expected volatility | 64.20% | |||||||||||||
Risk free rate | 2.10% | |||||||||||||
Expected life in years | 8 years 6 months | |||||||||||||
Issuance of Ordinary Shares [Member] | Minimum [Member] | ||||||||||||||
Share Capital (Textual) | ||||||||||||||
Expected volatility | 54.90% | |||||||||||||
Risk free rate | 0.28% | |||||||||||||
Expected life in years | 1 year 4 months 24 days | |||||||||||||
Issuance of Ordinary Shares [Member] | SEDA [Member] | ||||||||||||||
Share Capital (Textual) | ||||||||||||||
Ordinary shares, Description | Each unit consists of (i) one ordinary share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per share. | Each unit includes one ordinary share and one warrant to purchase ordinary share at an exercise price of $1.50 per share. | ||||||||||||
Aggregate of sale of stock | shares | 296,813 | |||||||||||||
Aggregate net proceeds of sale of stock | $ 445,219 | |||||||||||||
Net of issuance costs | $ 4,285 | $ 4,285 | ||||||||||||
Maximum investment amount | $ 3,000,000 | |||||||||||||
Lowest daily volume of weighted average price percentage | 95.00% | |||||||||||||
Shares issued, Price per share | $ / shares | $ 1.50 | $ 1.50 | ||||||||||||
Diligence fee | $ 15,000 | |||||||||||||
Commitment fee | $ 150,000 | |||||||||||||
Issuance of ordinary shares | shares | 100,000 | |||||||||||||
Issuance of purchase shares | shares | 100,000 | |||||||||||||
Purchase price of per share | $ / shares | $ 1.50 | |||||||||||||
Issuance of shares | shares | 100,000 | 100,000 | ||||||||||||
Preferred A-1 [Member] | Issuance of Ordinary Shares [Member] | ||||||||||||||
Share Capital (Textual) | ||||||||||||||
Conversion of shares | shares | 8,624,145 | |||||||||||||
Preferred A-2 [Member] | Issuance of Ordinary Shares [Member] | ||||||||||||||
Share Capital (Textual) | ||||||||||||||
Conversion of shares | shares | 8,624,145 | |||||||||||||
Preferred B-1 [Member] | Issuance of Ordinary Shares [Member] | ||||||||||||||
Share Capital (Textual) | ||||||||||||||
Conversion of shares | shares | 8,624,145 | |||||||||||||
Preferred B-2 [Member] | Issuance of Ordinary Shares [Member] | ||||||||||||||
Share Capital (Textual) | ||||||||||||||
Conversion of shares | shares | 8,624,145 |
Warrants Presented at Fair Va51
Warrants Presented at Fair Value (Details) | 12 Months Ended | |
Dec. 31, 2016$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 2,550,854 | |
Fair value | 1,117,321 | |
Refer to Note 9a [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 1,016,668 | |
Exercise price | $ / shares | $ 1.5 | |
Exercisable through | Dec. 31, 2019 | |
Fair value | 426,481 | |
Refer to Note 6a [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 743,372 | |
Exercise price | $ / shares | $ 1.5 | |
Exercisable through | Dec. 31, 2019 | |
Fair value | 311,837 | |
Refer to Note 9f [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 120,000 | |
Exercise price | $ / shares | $ 0.92 | [1] |
Fair value | 61,200 | |
Refer to Note 9a One [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 296,813 | |
Exercise price | $ / shares | $ 1.5 | |
Exercisable through | Dec. 31, 2020 | |
Fair value | 135,762 | |
Refer to Note 9a Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Outstanding | 374,001 | |
Exercise price | $ / shares | $ 1.5 | |
Exercisable through | Dec. 31, 2021 | |
Fair value | 182,041 | |
[1] | Subject to changes as describe in the agreement. |
Financial Expenses (Income), 52
Financial Expenses (Income), Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Financial income: | |||
Change in fair value of warrants and capital note presented at fair value | $ (25,936) | $ (19,278) | |
Foreign exchange gain, net | (9,933) | ||
Financial expenses: | |||
Change in fair value of warrants and capital note presented at fair value | 235,382 | ||
Beneficial conversion feature related to bridge financing notes | 74,160 | ||
Foreign exchange loss, net | 17,982 | 8,111 | |
Other | 14,430 | 10,073 | 11,112 |
Financial expenses (income), net | $ 80,636 | $ (1,094) | $ 236,561 |
Additional Information to the53
Additional Information to the Statements of Operations (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 78,081 | $ 68,332 | $ 57,851 |
Israel [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 18,903 | 9,632 | 23,128 |
Germany [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 16,040 | 9,350 | 12,037 |
France [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 7,126 | 8,681 | 6,621 |
Holland [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 4,936 | 1,740 | 5,836 |
Austria [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 1,135 | 14,967 | 1,494 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 16,935 | 11,395 | 4,212 |
Other States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 13,006 | $ 12,567 | $ 4,523 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions (Textual) | ||||
Options exercisable term | 3 years 7 months 17 days | |||
General and administrative | $ 571,110 | $ 807,277 | $ 809,927 | |
Consultancy Agreement [Member] | ||||
Related Party Transactions (Textual) | ||||
Options granted to purchase shares | 263,517 | |||
Exercise price | $ 0.917 | |||
Options exercisable term | 7 years | |||
General and administrative | $ 86,961 | $ 1,065 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | |||||||
May 31, 2017USD ($)$ / sharesshares | Apr. 30, 2017shares | Mar. 22, 2017USD ($)$ / sharesshares | Dec. 31, 2016₪ / sharesshares | Jul. 31, 2016$ / shares | Dec. 31, 2015₪ / sharesshares | Dec. 31, 2014$ / shares | Nov. 30, 2014$ / shares | |
Subsequent Events (Textual) | ||||||||
Conversion price per share | $ / shares | $ 0.75 | $ 0.917 | $ 1.125 | |||||
Ordinary shares, issued | shares | 14,505,126 | 12,907,898 | ||||||
Ordinary Shares at price per Ordinary Shares | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||||||
Subsequent Events [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Private Placement total amount | $ | $ 80,000 | |||||||
Units issued | shares | 53,333 | |||||||
Units price per unit | $ / shares | $ 1.50 | |||||||
Unit consists description | The Company issued 53,333 units at a price of $1.50 per unit to existing and new investors. Each unit consists of (i) one Ordinary Share and (ii) a five-year warrant to purchase one ordinary share at an exercise price of $1.50 per share with the same terms and conditions as discussed in note 9a. | |||||||
Exercise price of warrant | $ / shares | $ 1.50 | |||||||
Loan for principal amount | $ | $ 162,000 | |||||||
Warrant to purchase of ordinary share | 5 years | 5 years | ||||||
Loan interest rate percentage | 12.00% | |||||||
Ordinary shares, issued | shares | 60,000 | 75,000 | ||||||
Ordinary Shares at price per Ordinary Shares | $ / shares | $ 1.50 | |||||||
Ordinary Shares to service providers | shares | 12,500 |