Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 20, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | UAS Drone Corp. | |
Entity Central Index Key | 0001638911 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 40,075,151 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity File Number | 000-55504 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 625 | $ 23 |
Other current assets | 51 | 23 |
Total Current assets | 676 | 46 |
Property and Equipment, Net | 14 | 17 |
Total assets | 690 | 63 |
Current Liabilities | ||
Current maturities of long term bank loan | 29 | 32 |
Accounts payable | 123 | 120 |
Other accounts liabilities | 131 | 209 |
Stockholders loans | 726 | |
Convertible Loans | 830 | 450 |
Fair Value of convertible component in convertible loan | 138 | |
Total current liabilities | 1,251 | 1,537 |
Convertible Loans | 334 | |
Fair Value of convertible component in convertible loan | 129 | |
Stockholders loans | 282 | 280 |
Long term bank loans | 5 | |
Total liabilities | 1,996 | 1,822 |
Stockholders' Equity | ||
Common stocks of US$ 0.0001 par value each ("Common Stocks"): 100,000,000 shares authorized as of March 31, 2020 and December 31, 2019; issued and outstanding 40,075,151 and 25,130,126 shares as of March 31, 2020 and December 31, 2019, respectively. | 4 | 2 |
Additional paid-in capital | 3,144 | 2,002 |
Accumulated deficit | (4,454) | (3,763) |
Total stockholders' deficit | (1,306) | (1,759) |
Total liabilities and stockholders' deficit | $ 690 | $ 63 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock authorized | 100,000,000 | 100,000,000 |
Common stock issued | 40,075,151 | 25,130,126 |
Common stock outstanding | 40,075,151 | 25,130,126 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues from sales of products | ||
Cost of sales | ||
Gross profit | ||
Research and development expenses | 41 | |
General and administrative expenses | 696 | 268 |
Operating loss | 696 | 309 |
Financing expense (income), net | (5) | 56 |
Net loss | $ 691 | $ 365 |
Loss per share (basic and diluted) | $ (0.02) | $ (0.01) |
Basic and diluted weighted average number of shares of common stock outstanding | 28,853,284 | 25,130,126 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total | |
Balance at Dec. 31, 2018 | $ 2 | $ 62 | $ (1,250) | $ (1,186) | |
Balance, Shares at Dec. 31, 2018 | 25,130,126 | ||||
Comprehensive loss | (365) | (365) | |||
Share based compensation for services | 184 | 184 | |||
Balance at Mar. 31, 2019 | $ 2 | 246 | (1,615) | (1,367) | |
Balance, Shares at Mar. 31, 2019 | 25,130,126 | ||||
Balance at Dec. 31, 2019 | $ 2 | 2,002 | (3,763) | (1,759) | |
Balance, Shares at Dec. 31, 2019 | 25,130,126 | ||||
Comprehensive loss | (691) | (691) | |||
Issuance of shares in exchange for extinguishment of debt | [1] | 623 | 623 | ||
Issuance of shares in exchange for extinguishment of debt, Shares | 1,046,016 | ||||
Issuance of shares in exchange for convertible loans | [1] | 448 | 448 | ||
Issuance of shares in exchange for convertible loans, Shares | 869,470 | ||||
Share based compensation for services | [1] | 511 | 511 | ||
Share based compensation for services, Shares | 1,423,453 | ||||
Effect of Reverse Capitalization | $ 2 | (440) | (438) | ||
Effect of Reverse Capitalization, Shares | 11,606,086 | ||||
Balance at Mar. 31, 2020 | $ 4 | $ 3,144 | $ (4,454) | $ (1,306) | |
Balance, Shares at Mar. 31, 2020 | 40,075,151 | ||||
[1] | represents amount less than $1 thousand. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (691) | $ (365) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation and amortization | 3 | 10 |
Stock based compensation | 511 | 184 |
Interest on loans | (14) | 15 |
Decrease (increase) in other current assets | (48) | (3) |
Increase (decrease) in accounts payable | (38) | 46 |
Increase (decrease) in other accounts payable | (78) | (7) |
Net cash used in operating activities | (355) | (120) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from secured promissory notes | 965 | |
Repayments of long term banking institute | (8) | |
Net cash provided by financing activities | 957 | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 602 | (120) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 23 | 190 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 625 | 70 |
Supplemental disclosure of cash flow information: Non cash transactions: | ||
Issuance of shares in exchange for extinguishment of debt | 623 | |
Issuance of shares in exchange for convertible loans | $ 448 |
General
General | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 - GENERAL UAS Drone Corp. ("the Company" or "USDR") was incorporated under the laws of the State of Nevada on February 4, 2015. Prior to the Company's formation, the operations were functioning under Unlimited Aerial Systems, LLP ("UAS LLP"). UAS LLP was formed under the laws of the State of Louisiana on August 22, 2014. Effective March 31, 2015, the Company completed a reverse merger with UAS LLP. The reverse merger was accounted for as a reverse capitalization. On March 9, 2020, the Company closed on the Share Exchange Agreement (as defined hereunder), pursuant to which, Duke Robotics, Inc. ("Duke Inc.") a corporation incorporated under the laws of the state of Delaware, became a majority-owned subsidiary of the Company. Duke Inc. has a wholly-owned subsidiary, Duke Airborne Systems Ltd. ("Duke Israel," and collectively with Duke Inc., "Duke"), which was formed under the laws of the State of Israel in March 2014 and became the sole subsidiary of Duke after its incorporation. The Company (collectively with Duke, the "Group") is a robotics company dedicated to the development of an advanced robotics stabilization system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons. Merger Transaction On March 4, 2020, USDR entered into a Share Exchange Agreement with Duke Inc., and certain shareholders of Duke Inc. who executed and delivered the Share Exchange Agreement (the "Share Exchange Agreement"), pursuant to which Duke Inc. became a majority-owned subsidiary of USDR (the "Share Exchange"). The Share Exchange closed on March 9, 2020. Such closing date is referred to as the "Effective Time". Before entering into the Share Exchange Agreement: (i) Duke entered into debt cancellation letters (the "Debt Cancellation Letters") with each of its Stockholders with regard to the Stockholders Loans. Pursuant to the Debt Cancellation Letters, 842,135 shares of the Duke Inc. common stock (1,046,016 shares post Exchange Ratio) were issued in exchange for the cancellation of $623 in debt, leaving $280 of outstanding Stockholders Loans. These Stockholders Loans, including interest (which shall bear an annual fixed interest rate of 3% as of January 1, 2020), shall be repaid at the date upon which the Company raises at least $15 million and has achieved earnings before interest, tax, depreciation and amortization of $3 million, but not before the three year anniversary of the Effective Time and the full repayment of the amounts outstanding under certain convertible loan agreements in the aggregate amount of $965 (each, a "Convertible Loan Agreement ") (see Note 3B) entered into at the Effective Time, unless such repayment is otherwise waived by the parties to the Investors' Loan; (ii) A loans made from Duke to an executive officer and a former executive officer, who are also stockholders were extinguished in connection with the Debt Cancellation Letters; (iii) Duke issued a consultant 1,146,005 shares of the Duke Inc. common stock (1,423,453 shares post Exchange Ratio), at par value, regarding services rendered to Duke Inc. The fair value of the shares issued was estimated at $429 and were recorded to share based compensation expenses.; and (iv) a convertible loan agreement in amount of $400 bearing an annual interest rate of 6%, including accumulated interest in amount of $48, was converted into 700,000 shares of Duke Inc. common stock (869,470 shares post Exchange Ratio). In conjunction with the consummation of the Share Exchange, and as a condition thereof, the USDR entered into the agreements listed below. (i) Convertible Loan Agreements, on the same terms, in the aggregated amount of $965 with several investors. The term of each Investor's Loan is for 12 month and each such agreement bears annual interest of 15%, and at the discretion of USDR, the term of the Investors' Loans can be extended for an additional 12 month period. The investors will have the option to convert the respective unpaid balance of their Investor's Loan into shares of USDR's common stock based on the lower of the following valuations: (i) the lowest effective price per share set in connection with any funds raised by USDR during the six months following the Share Exchange; (ii) 80% of the lowest effective price per share set in connection with any funds raise by USDR at any time subsequent to six months following the Share Exchange until such time as the Investors' Loans are fully repaid; (iii) a price per share reflecting a post-money valuation of USDR of $15 million following the next investment in USDR following closing; or (iv) if at any time following the 6 month anniversary of the closing of the Share Exchange and until such time as the Investors' Loans are fully repaid, USDR sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues any common stock entitling any person to acquire shares of common stock at an effective price per share that is lower than $0.374. (ii) In addition, before entering into the Share Exchange the parties to certain consulting agreements agreed to exchange their contractual right to receive options in Duke for options to be granted by USDR following the Effective Time, subject to the terms and conditions of a stock incentive plan, to be adopted by the Board of Directors of USDR. (iii) Securities exchange agreements with outstanding debt holders of USDR, Alpha Capital Anstalt ("Alpha") and GreenBlock Capital LLC ("GBC") to respectively cancel existing debentures or debt in the total amount of $658 and in exchange issue new debentures in the aggregate amount of $400 and issue 698,755 and 65,198 shares of common stock to each of Alpha and GBC, respectively (the "New Debentures"). The New Debentures mature three years from the Effective Date, bear interest at a rate of 8% per year and are only convertible into shares of the Company's common stock, at an original conversion price of $0.3740 (the "Original Conversion Price"); provided, however, that such Original Conversion Price shall be adjusted downward in the event that USDR, as applicable, sells or grants any options to purchase or sells or grants any right to reprice, or otherwise dispose or issues any common stock or common stock equivalents entitling any purchaser to acquire shares of the Company's common stock at an effective price per share that is lower than the Original Conversion Price (such issuance, a "Dilutive Event"). In the event of a Dilutive Event at any time from the Effective Time through the six (6) month anniversary of the Effective Time, any such adjustment shall occur immediately after the completion of such period. (iv) Several Securities Exchange Agreements, on the same terms, to exchange a Promissory Note having a total principal amount of $35 bearing interest if 6% per annum, for 9,623,621 shares of Company's common stock. (v) A Registration Rights Agreement with GBC, Alpha, the Primary Lenders (as defined below) and certain Duke shareholders. The deemed beneficial owners of the common stock, or other securities, issuable under parties to the Convertible Loan Agreements and the Note Conversion are identical and, as such, the Company refer to these parties as the "Primary Lenders." (vi) The Company's CEO's outstanding accrued pay of $32 as well as the 25,000 options he held at the end of 2019, were converted into 45,968 shares of the post-transaction Company. Pursuant to the terms of the Share Exchange Agreement, at the Effective Time, the Company issued an aggregate of 28,469,065 shares of its common stock to the Duke Inc. stockholders in exchange for 22,920,107 shares of Duke's Inc. issued and outstanding shares of common stock, representing approximately 99% of Duke's Inc. issued and outstanding shares of common stock. Accordingly, each outstanding share of Duke Inc. common stock was exchanged for the right to receive 1.2421 shares of the Company's common stock (the "Exchange Ratio"). Of the shares of Duke Inc. common stock that were exchanged for shares of the Company's common stock, 51,410 (representing 63,856 shares of the Company's common stock post-Share Exchange) shall be issued but remain in escrow until the Company completes the Short-Form Merger (as defined hereunder), pursuant to which, such shares will be issued to their respective holders. These Duke stockholders not receiving shares of the Company's common stock in exchange for their shares of Duke common stock at the Effective Time are referred to as the Non-Participating Duke Holders. As such, at the Effective Time, the Duke stockholders owned an equivalent of approximately 71% of the Company's common stock. After giving effect to the Share Exchange, Duke became a subsidiary of the Company. Following the Share Exchange, the Company adopted the business plan of Duke. The transaction was accounted for as a reverse asset acquisition in accordance with generally accepted accounting principles in the United States of America ("GAAP"). Under this method of accounting, Duke was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) Duke's stockholders owned a substantial majority of the voting rights in the combined company, (ii) Duke designated a majority of the members of the initial board of directors of the combined company, and (iii) Duke's senior management holds all key positions in the senior management of the combined company. As a result of the Recapitalization Transaction, the shareholders of Duke received the largest ownership interest in the Company, and Duke was determined to be the "accounting acquirer" in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Duke. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. This virus continues to spread globally and, as of May 2020, has spread to over 180 countries, including the United States and Israel. The spread of COVID-19 from China to other countries has resulted in the World Health Organization declaring the outbreak of COVID-19 as a "pandemic," or a worldwide spread of a new disease, on March 11, 2020. Many countries around the world have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. On March 10, 2020, the Government of Israel announced that effective Thursday, March 12, 2020, at 20:00 (Israel time) foreign travelers arriving from any country will be required to remain in home quarantine until 14 days have passed since the date of entry into Israel; non-Israeli residents will be required to prove they have the means to self-quarantine before being allowed entry into Israel and, in addition, non-Israeli residents or citizens traveling from certain countries may be denied entry into Israel. In addition, the Ministry of Health in the State of Israel issued guidelines on March 11, 2020 recommending people avoid gatherings in one space and providing that no gathering of more than 100 people should be held under any circumstances. Employers (including us) are also required to prepare and increase as much as possible the capacity and arrangement for employees to work remotely. In addition, on March 11, 2020, the President of the United States issued a proclamation to restrict travel to the United States from foreign nationals who have recently been in certain European countries. The spread of an infectious disease, including COVID-19, may also result in the inability of Company's manufacturers to deliver components or finished products on a timely basis and may also result in the inability of Company's suppliers to deliver the parts required by Company's manufacturers to complete manufacturing of components or finished products. In addition, governments may divert spending from other budgeted resources as they seek to reduce and/or stop the spread of an infectious disease, such as COVID-19. Such events may result in a period of business and manufacturing disruption, and in reduced operations, any of which could materially affect the Company's business, financial condition and results of operations. The extent to which COVID-19 impacts the Company's business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. Going Concern Since inception, the Group has devoted substantially all its efforts to research and development. The Group is still in its development stage and the extent of the Group's future operating losses and the timing of becoming profitable, if ever, are uncertain. As of March 31, 2020, the Group had $625 in cash and cash equivalents, net losses of $691, accumulated deficit of $4,454, and a negative working capital of $575. The Group will need to secure additional capital in the future in order to meet its anticipated liquidity needs primarily through the sale of additional Common Stock or other equity securities and/or debt financing. Funds from these sources may not be available to the Group on acceptable terms, if at all, and the Group cannot give assurance that it will be successful in securing such additional capital. These conditions raise substantial doubt about the Company's ability to continue to operate as a "going concern." The Company's ability to continue operating as a going concern is dependent on several factors, among them is the ability to raise sufficient additional funding. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the GAAP and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the for three-months ended March 31, 2020. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2020. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission ("SEC"). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report published on the SEC's website, for the year ended December 31, 2019. Principles of Consolidation The consolidated financial statements are prepared in accordance with GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the share-based compensation, going concern assumptions and convertible loans. Derivative Liabilities and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under Accounting Standards Codification ("ASC") 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815, "Derivatives and Hedging". Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company's financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, "Fair Value Measurements and Disclosure" defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non performance, which includes, among other things, the Company's credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. The Company's financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of March 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 267 267 Total liabilities - - 267 267 The following table presents the changes in fair value of the level 3 liabilities for the three months ended March 31, 2020: Fair value of Convertible Outstanding at January 1, 2020 - Fair value of issued level 3 liability 276 Changes in fair value (9 ) Outstanding at March 31, 2020 267 Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". In November 2018, FASB issued ASU No. 2018-19, "Codification Improvements to Topic 326, Financial Instruments-Credit Losses", which amends the scope and transition requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Topic 326 will originally become effective for the Company beginning January 1, 2020, with early adoption permitted, on a modified retrospective approach. As a smaller reporting company, the effective date for the Company has been delayed until fiscal years beginning after December 15, 2022, in accordance with ASU 2019-10, although early adoption is still permitted. This standard is not expected to have a material impact to the Company's consolidated financial statements after evaluation. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): "Simplifying the Accounting for Income Taxes." The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company's consolidated financial statements after evaluation. The Company has implemented all new accounting pronouncements that are in effect and that could impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued, but are not yet effective, that might have a material impact on the consolidated financial statements of the Company. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 3 – CONVERTIBLE NOTES A. As detailed in Note 1 A above, the New Debentures mature three years from the Effective Date in amount of $400, bear interest at a rate of 8% per year and are only convertible into shares of the Company's common stock, at the Original Conversion Price; provided, however, that such Original Conversion Price shall be adjusted downward in the event that the Company, as applicable, sells or grants any options to purchase or sells or grants any right to reprice, or otherwise dispose or issues any common stock or common stock equivalents entitling any purchaser to acquire shares of the Company's common stock at Dilutive Event. In the event of a Dilutive Event at any time from the Effective Time through the six (6) month anniversary of the Effective Time, any such adjustment shall occur immediately after the completion of such period. In accordance with ASC 815-15-25 the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company has estimated the fair value of such derivative at a value of $132 at the date of issuance and at a value of $129 as pf March 31, 2020. The following are the data and assumptions used as of the balance sheet date: March 31, March 10, Common stock price 0.374 0.374 Expected volatility 37 % 37 % Expected term 2.94 years 3 years Risk free rate 0.29 % 0.58 % Forfeiture rate 0 % 0 % Expected dividend yield 0 % 0 % The fair value allocated to loans out of the New Debentures was estimated by third party appraiser based on the debentures' and market interest' rates and was estimated at a value of $332 at the issuance date. The access of the calculated fair values of the loan and the convertible components over the loan face amounted to $64, and was recorded as interest expenses. B. In connection with the Share Exchange, immediately prior to the Effective Time, the Company entered into several Convertible Loan Agreement, on the same terms, in the aggregate amount of $965. The terms of the Convertible Loan Agreements require repayment of the borrowed amount by the one-year anniversary of the Effective Time, unless, at our discretion, and subject to its compliance with any and all terms of the material terms of the Convertible Loan Agreements, the term of such loans is extended for an additional twelve (12) month period. The terms of the Convertible Loan Agreements also provide that we may repay any portion of the remaining outstanding loan amount, without penalty, provided, however, that the Company provides the specific lender with three business days' written notice prior to such repayment, during which time the lender may elect to convert any or all of the outstanding loan amount into shares of common stock of the Company. The Convertible Loan Agreements bear simple interest at a rate equal to 15% per annum, payable on the 15th day of each calendar month. The lenders will have the option to convert the unpaid balance of their respective Convertible Loans into shares of Company's common stock based on the lower of (A) lowest effective price per share set in connection with any funds raised by the Company during the six (6) months following the Effective Time. "Effective price" per share means (i) if only shares of Company's common stock are sold in a transaction, the amount actually received in cash by the Company, and (ii) if shares of Company's common stock are sold in a transaction and, in connection therewith additional securities or rights are sold or otherwise issued, the amount actually received in cash by the Company, for the shares of Company's common stock and such additional rights upon their issuance, reduced by the aggregate fair market value of the additional rights (as determined using the Black-Scholes option pricing model or another method determined by the Company in good faith), in each case divided by the number of shares of Company's common stock issued in such transaction; (B) 80% of the lowest effective price per share set in connection with any funds raise by the Company at any time subsequent to six (6) months following the Effective Time until such time as the loans outstanding under all of the Convertible Loan Agreements are fully repaid or otherwise converted provided, however, that such price per share shall not be available in the event of an issuance of Alternative Securities to the lender); (C) a price per share reflecting a post-money valuation of the Company of $15million following the next investment in the Company following the Effective Time; or (D) the conversion price, as adjusted for a Dilutive Event, under the New Debentures. The conversion price is currently $0.374. In accordance with ASC 815-15-25 the conversion feature was considered embedded derivative instruments, and is to be recorded at their fair value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company has estimated the fair value of such derivative at a value of $143 at the date of issuance and at a value of $138 as of March 31, 2020. The following are the data and assumptions used as of the balance sheet date: March 31, March 10, Common stock price 0.374 0.374 Expected volatility 37 % 37 % Expected term 0.94 years 1 year Risk free rate 0.17 % 0.43 % Forfeiture rate 0 % 0 % Expected dividend yield 0 % 0 % The fair value allocated to loans net of the convertible component was estimated at a value of $822 at the issuance date. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 4 - STOCK OPTIONS The following table presents the Company's stock option activity the three months ended March 31, 2020: Number of Options Weighted Average Exercise Price Outstanding at December 31, 2019 995,000 2.70 Granted - - Exercised - - Forfeited or expired - - Outstanding at March 31, 2020 995,000 2.70 Number of options exercisable at March 31, 2020 795,000 2.81 The aggregate intrinsic value of the awards outstanding as of March 31, 2020 is $0. These amounts represent the total intrinsic value, based on the Company's stock price of $ 0.374 as of March 31, 2020, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date. The stock options outstanding as of March 31, 2020, have been separated into exercise prices, as follows: Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2020 $2.25 400,000 2.45 200,000 $3.00 595,000 2.05 595,000 995,000 795,000 The stock options outstanding as of December 31, 2019, have been separated into exercise prices, as follows: Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2020 $2.25 400,000 2.70 200,000 $3.00 595,000 2.30 595,000 995,000 795,000 Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period ended March 31, 2020 was $82 and are included in General and Administrative expenses in the Statements of Operations |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 – RELATED PARTIES A. Transactions and balances with related parties Three months ended March 31 2020 2019 General and administrative expenses: Directors compensation 17 - Financing: Financing expense 8 7 Financing income 80 - B. Balances with related parties: As of March 31, 2020 2019 Other current assets - 23 Stockholders loans 262 915 Convertible loans 415 - |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS On April 12, 2020, effective as of March 1, 2020, the Board of Directors approved the payment of certain fees to its directors in the amounts of $4,980, $4,980 and $6,950 per month to directors, Yariv Alroy, Sagiv Aharon and Erez Nachtomy (each, an "Active Director"), respectively. On April 12, 2020, the Company also enacted a policy to pay each director (that is not otherwise an Active Director) an amount of $1,500 for each calendar quarter and $400 for attendance of each meeting of the board of directors. These amounts are exclusive of Israeli VAT if applicable. On April 29, 2020, the Company, Duke Inc., and UAS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company ("UAS Sub"), executed an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which UAS Sub will merge, upon the satisfaction of customary closing conditions, with and into Duke, with Duke surviving as a wholly-owned subsidiary of the Company (the "Short-Form Merger"). Pursuant to the Merger Agreement, the Company will acquire the remaining outstanding shares of Duke held by those certain Duke shareholders that did not participate in the Share Exchange. On April 30, 2020 the Company filed a Registration Statement on Form S-1 (the "Registration Statement") to register: (i) 63,856 shares of common stock of the Company to be issued to certain stockholders of Duke Inc. upon the consummation of the Short-Form Merger; and (ii) 18,200,592 shares of common stock of the Company to be sold, from time to time, by the selling stockholders identified in the Registration Statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the GAAP and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the for three-months ended March 31, 2020. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2020. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission ("SEC"). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report published on the SEC's website, for the year ended December 31, 2019. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements are prepared in accordance with GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the share-based compensation, going concern assumptions and convertible loans. |
Derivative Liabilities and Fair Value of Financial Instruments | Derivative Liabilities and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under Accounting Standards Codification ("ASC") 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815, "Derivatives and Hedging". Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company's financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, "Fair Value Measurements and Disclosure" defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non performance, which includes, among other things, the Company's credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. The Company's financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of March 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 267 267 Total liabilities - - 267 267 The following table presents the changes in fair value of the level 3 liabilities for the three months ended March 31, 2020: Fair value of Convertible Outstanding at January 1, 2020 - Fair value of issued level 3 liability 276 Changes in fair value (9 ) Outstanding at March 31, 2020 267 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". In November 2018, FASB issued ASU No. 2018-19, "Codification Improvements to Topic 326, Financial Instruments-Credit Losses", which amends the scope and transition requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Topic 326 will originally become effective for the Company beginning January 1, 2020, with early adoption permitted, on a modified retrospective approach. As a smaller reporting company, the effective date for the Company has been delayed until fiscal years beginning after December 15, 2022, in accordance with ASU 2019-10, although early adoption is still permitted. This standard is not expected to have a material impact to the Company's consolidated financial statements after evaluation. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): "Simplifying the Accounting for Income Taxes." The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company's consolidated financial statements after evaluation. The Company has implemented all new accounting pronouncements that are in effect and that could impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued, but are not yet effective, that might have a material impact on the consolidated financial statements of the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities that are measured at fair value | Balance as of March 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 267 267 Total liabilities - - 267 267 |
Schedule of changes in fair value | Fair value of Convertible Outstanding at January 1, 2020 - Fair value of issued level 3 liability 276 Changes in fair value (9 ) Outstanding at March 31, 2020 267 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Third Party Appraiser [Member] | |
Schedule of data and assumptions used as of the balance sheet date | March 31, March 10, Common stock price 0.374 0.374 Expected volatility 37 % 37 % Expected term 2.94 years 3 years Risk free rate 0.29 % 0.58 % Forfeiture rate 0 % 0 % Expected dividend yield 0 % 0 % |
Third Party Appraiser One [Member] | |
Schedule of data and assumptions used as of the balance sheet date | March 31, March 10, Common stock price 0.374 0.374 Expected volatility 37 % 37 % Expected term 0.94 years 1 year Risk free rate 0.17 % 0.43 % Forfeiture rate 0 % 0 % Expected dividend yield 0 % 0 % |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Number of Options Weighted Average Exercise Price Outstanding at December 31, 2019 995,000 2.70 Granted - - Exercised - - Forfeited or expired - - Outstanding at March 31, 2020 995,000 2.70 Number of options exercisable at March 31, 2020 795,000 2.81 |
Schedule of stock options outstanding | Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2020 $2.25 400,000 2.45 200,000 $3.00 595,000 2.05 595,000 995,000 795,000 Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2020 $2.25 400,000 2.70 200,000 $3.00 595,000 2.30 595,000 995,000 795,000 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of transactions and balance with related parties | Three months ended March 31 2020 2019 General and administrative expenses: Directors compensation 17 - Financing: Financing expense 8 7 Financing income 80 - |
Schedule of balance with related parties | As of March 31, 2020 2019 Other current assets - 23 Stockholders loans 262 915 Convertible loans 415 - |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
General (Textual) | |||
Revenue | |||
Issuance of shares in exchange for extinguishment of debt | $ 623 | ||
Annual interest rate | 3.00% | ||
Repaid achieved earnings before interest amount | $ 15,000 | ||
Depreciation and amortization amount | 3,000 | ||
Convertible loan | $ 415 | ||
Shares issued | 1,146,005 | ||
Cash and cash equivalents | $ 625 | 23 | |
Net losses | (691) | $ (365) | |
Accumulated deficit | (4,454) | $ (3,763) | |
working capital | $ 575 | ||
Convertible Debt [Member] | |||
General (Textual) | |||
Annual interest rate | 6.00% | ||
Convertible loan | $ 400 | ||
Shares issued | 700,000 | ||
Accumulated interest amount | $ 48 | ||
Common Stock | |||
General (Textual) | |||
Issuance of shares in exchange for extinguishment of debt, share | 1,046,016 | ||
Stock issued shares services | 1,423,453 | ||
Share based compensation expense | $ 429 | ||
Issuance of shares in exchange for convertible loans | 869,470 | ||
Chief Executive Officer [Member] | |||
General (Textual) | |||
Shares issued | 25,000 | ||
Accrued payment | $ 32 | ||
Post transaction shares | 45,968 | ||
Share Exchange Agreement [Member] | |||
General (Textual) | |||
Shares issued | 28,469,065 | ||
Securities exchange agreements, description | Accordingly, each outstanding share of Duke Inc. common stock was exchanged for the right to receive 1.2421 shares of the Company's common stock (the "Exchange Ratio"). Of the shares of Duke Inc. common stock that were exchanged for shares of the Company's common stock, 51,410 (representing 63,856 shares of the Company's common stock post-Share Exchange) shall be issued but remain in escrow until the Company completes the Short-Form Merger (as defined hereunder), pursuant to which, such shares will be issued to their respective holders. | ||
Stockholders exchange shares | 22,920,107 | ||
Issued and outstanding shares percentage | 99.00% | ||
Owned an equivalent percentage | 71.00% | ||
Several Securities Exchange [Member] | |||
General (Textual) | |||
Annual interest rate | 6.00% | ||
Principal amount amount | $ 35 | ||
Several Securities Exchange [Member] | Common Stock | |||
General (Textual) | |||
Shares issued | 9,623,621 | ||
USDR Agreements [Member] | |||
General (Textual) | |||
Debt Cancellation Shares | $ 0.3740 | ||
Annual interest rate | 15.00% | ||
Convertible loan | $ 965 | ||
Loan term | 12 months | ||
Additional extended Loans term | 12 months | ||
Stock based valuations, description | (i) the lowest effective price per share set in connection with any funds raised by USDR during the six months following the Share Exchange; (ii) 80% of the lowest effective price per share set in connection with any funds raise by USDR at any time subsequent to six months following the Share Exchange until such time as the Investors’ Loans are fully repaid; (iii) a price per share reflecting a post-money valuation of USDR of $15 million following the next investment in USDR following closing; or (iv) if at any time following the 6 month anniversary of the closing of the Share Exchange and until such time as the Investors’ Loans are fully repaid, USDR sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues any common stock entitling any person to acquire shares of common stock at an effective price per share that is lower than $0.374. | ||
Securities exchange agreements, description | Securities exchange agreements with outstanding debt holders of USDR, Alpha Capital Anstalt ("Alpha") and GreenBlock Capital LLC ("GBC") to respectively cancel existing debentures or debt in the total amount of $658 and in exchange issue new debentures in the aggregate amount of $400 and issue 698,755 and 65,198 shares of common stock to each of Alpha and GBC, respectively. | ||
Original conversion price | $ 0.3740 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Fair Value of convertible component in convertible loan | $ 267,000 | |
Total liabilities | 267 | |
Level 1 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Fair Value of convertible component in convertible loan | ||
Total liabilities | ||
Level 2 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Fair Value of convertible component in convertible loan | ||
Total liabilities | ||
Level 3 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Fair Value of convertible component in convertible loan | 267 | |
Total liabilities | $ 267 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Basis of Presentation (Details 1) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Outstanding at January 1,2020 | |
Fair value of issued level 3 liability | 276 |
Changes in fair value | (9) |
Outstanding at March 31,2020 | $ 267,000 |
Convertible Notes (Details)
Convertible Notes (Details) - $ / shares | Mar. 10, 2020 | Mar. 31, 2020 |
Third Party Appraiser [Member] | ||
Common stock price | $ 0.374 | $ 0.374 |
Expected volatility | 37.00% | 37.00% |
Expected term | 3 years | 2 years 11 months 8 days |
Risk free rate | 0.58% | 0.29% |
Forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Third Party Appraiser One [Member] | ||
Common stock price | $ 0.374 | $ 0.374 |
Expected volatility | 37.00% | 37.00% |
Expected term | 1 year | 11 months 8 days |
Risk free rate | 0.43% | 0.17% |
Forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Convertible Notes (Details Text
Convertible Notes (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
Convertible Notes (Textual) | |
Face amount | $ 400 |
Bear interest rate | 8.00% |
Fair value of convertible component in convertible loan | $ 138 |
Convertible Loan Agreement [Member] | |
Convertible Notes (Textual) | |
Convertible loan agreement, description | The Company entered into several Convertible Loan Agreement, on the same terms, in the aggregate amount of $965. The terms of the Convertible Loan Agreements require repayment of the borrowed amount by the one-year anniversary of the Effective Time, unless, at our discretion, and subject to its compliance with any and all terms of the material terms of the Convertible Loan Agreements, the term of such loans is extended for an additional twelve (12) month period. The terms of the Convertible Loan Agreements also provide that we may repay any portion of the remaining outstanding loan amount, without penalty, provided, however, that the Company provides the specific lender with three business days' written notice prior to such repayment, during which time the lender may elect to convert any or all of the outstanding loan amount into shares of common stock of the Company. The Convertible Loan Agreements bear simple interest at a rate equal to 15% per annum, payable on the 15th day of each calendar month. |
Third Party Appraiser [Member] | |
Convertible Notes (Textual) | |
Fair value of derivative | $ 132 |
Fair value of convertible component in convertible loan | 129 |
Debentures and market interest rates | 332 |
Loan amount | 64 |
Third Party Appraiser One [Member] | |
Convertible Notes (Textual) | |
Face amount | $ 15,000 |
Bear interest rate | 80.00% |
Original conversion price | $ / shares | $ 0.374 |
Fair value of derivative | $ 143 |
Fair value of convertible component in convertible loan | 138 |
Loan amount | $ 822 |
Stock Options (Details)
Stock Options (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options, Outstanding Beginning Balance | shares | shares | 995,000 |
Number of Options, Granted | shares | shares | |
Number of Options, Exercised | shares | shares | |
Number of Options, Forfeited or expired | shares | shares | |
Number of Options, Outstanding Ending Balance | shares | shares | 995,000 |
Number of options exercisable | shares | shares | 795,000 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ / shares | $ 2.70 |
Weighted-Average Exercise Price, Granted | $ / shares | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | $ / shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | $ / shares | 2.70 |
Weighted-Average Exercise Price, exercisable | $ / shares | $ / shares | $ 2.81 |
Stock Option (Details 1)
Stock Option (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stock options outstanding | 995,000 | 995,000 |
Stock options vested | 795,000 | 795,000 |
Exercise Price 2.25 [Member] | ||
Exercise price | $ 2.25 | $ 2.25 |
Stock options outstanding | 400,000 | 400,000 |
Weighted average remaining contractual life – years | 2 years 5 months 12 days | 2 years 8 months 12 days |
Stock options vested | 200,000 | 200,000 |
Exercise Price 3 [Member] | ||
Exercise price | $ 3 | $ 3 |
Stock options outstanding | 595,000 | 595,000 |
Weighted average remaining contractual life – years | 2 years 18 days | 2 years 3 months 19 days |
Stock options vested | 595,000 | 595,000 |
Stock Options (Details Textual)
Stock Options (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
Stock Options (Textual) | |
Aggregate intrinsic value | $ 0 |
Weighted exercise price | $ / shares | $ 0.374 |
General and Administrative expenses | $ 82 |
Related Party (Details)
Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
General and administrative expenses: | ||
Directors compensation | $ 17 | |
Financing: | ||
Financing expense | 8 | 7 |
Financing income | $ 80 |
Related Party (Details 1)
Related Party (Details 1) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions [Abstract] | ||
Other current assets | $ 23 | |
Stockholders loans | 262 | 915 |
Convertible loans | $ 415 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ in Thousands | Apr. 12, 2020 | Apr. 30, 2020 |
Subsequent Events (Textual) | ||
Shares exchanged, description | (i) 63,856 shares of common stock of the Company to be issued to certain stockholders of Duke Inc. upon the consummation of the Short-Form Merger; and (ii) 18,200,592 shares of common stock of the Company to be sold, from time to time, by the selling stockholders identified in the Registration Statement. | |
Directors fees, description | The Company also enacted a policy to pay each director (that is not otherwise an Active Director) an amount of $1,500 for each calendar quarter and $400 for attendance of each meeting of the board of directors. These amounts are exclusive of Israeli VAT if applicable. | |
Yariv Alroy [Member] | ||
Subsequent Events (Textual) | ||
Director fees per month | $ 4,980 | |
Sagiv Aharon [Member] | ||
Subsequent Events (Textual) | ||
Director fees per month | 4,980 | |
Erez Nachtomy [Member] | ||
Subsequent Events (Textual) | ||
Director fees per month | $ 6,950 |