Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 30, 2021 | Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | UAS Drone Corp. | ||
Entity Central Index Key | 0001638911 | ||
Amendment Flag | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
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 | 41,169,035 | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Incorporation, State or Country Code | NV | ||
Entity File Number | 000-55504 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 105 | $ 23 |
Other current assets (Note 3) | 19 | 23 |
Total current assets | 124 | 46 |
Property and equipment, net (Note 4) | 12 | 17 |
Total assets | 136 | 63 |
Current Liabilities | ||
Current maturities of long-term bank loan | 6 | 32 |
Accounts payable | 109 | 120 |
Other accounts liabilities (Note 5) | 213 | 209 |
Stockholders loans (Note 7) | 726 | |
Convertible loans and debentures(Note 6B) | 950 | 450 |
Fair Value of convertible component in convertible loan (Note 6B) | 22 | |
Total current liabilities | 1,300 | 1,537 |
Convertible Loans (Note 6A) | 371 | |
Fair Value of convertible component in convertible loan (Note 6A) | 26 | |
Stockholders loans (Note 7) | 288 | 280 |
Long term bank loans | 5 | |
Total liabilities | 1,985 | 1,822 |
Stockholders' Deficit (Note 8) | ||
Common stock of $0.0001 par value each ("Common Stock"): 100,000,000 shares authorized as of December 31, 2020 and 2019; issued and outstanding 40,075,151 and 25,130,126 shares as of December 31, 2020 and 2019, respectively. | 4 | 2 |
Additional paid-in capital | 3,278 | 2,002 |
Accumulated deficit | (5,131) | (3,763) |
Total stockholders' deficit | (1,849) | (1,759) |
Total liabilities and stockholders' deficit | $ 136 | $ 63 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 112 | |
Cost of revenues | (105) | |
Gross profit | 7 | |
Research and development expenses | (75) | |
General and administrative expenses (Note 10) | (1,305) | (961) |
Operating loss | (1,305) | (1,029) |
Financing expenses, net | (63) | (82) |
Net loss | $ (1,368) | $ (1,111) |
Loss per share (basic and diluted) (Note 12) | $ (0.04) | $ (0.04) |
Basic and diluted weighted average number of shares of Common Stock outstanding | 37,285,015 | 25,027,075 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at Dec. 31, 2018 | $ 2 | $ 1,462 | $ (2,652) | $ (1,188) |
Balance, shares at Dec. 31, 2018 | 25,047,319 | |||
CHANGES DURING THE YEAR ENDED | ||||
Issuance of shares in exchange for convertible loans | ||||
Share based compensation for services, shares | 82,807 | 540 | 540 | |
Comprehensive loss | $ (1,111) | $ (1,111) | ||
Balance at Dec. 31, 2019 | $ 2 | 2,002 | (3,763) | (1,759) |
Balance, shares at Dec. 31, 2019 | 25,130,126 | |||
CHANGES DURING THE YEAR ENDED | ||||
Issuance of shares in exchange for extinguishment of debt | 623 | 623 | ||
Issuance of shares in exchange for extinguishment of debt, shares | 1,046,016 | |||
Issuance of shares in exchange for convertible loans | 448 | 448 | ||
Issuance of shares in exchange for convertible loans, shares | 869,470 | |||
Share based compensation for services | 645 | 645 | ||
Share based compensation for services, shares | 1,423,453 | |||
Effect of Reverse Capitalization | $ 2 | (440) | (438) | |
Effect of Reverse Capitalization, shares | 11,606,086 | |||
Comprehensive loss | (1,368) | (1,368) | ||
Balance at Dec. 31, 2020 | $ 4 | $ 3,278 | $ (5,131) | $ (1,849) |
Balance, shares at Dec. 31, 2020 | 40,075,151 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (1,368) | $ (1,111) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation and amortization | 5 | 2 |
Finance expenses | 77 | |
Stock based compensation | 645 | 540 |
Interest on loans | (70) | |
Expenses with respect to convertible loans and debentures | 2 | |
Decrease (increase) in other current assets | (17) | 97 |
Increase (decrease) in accounts payable | (52) | 71 |
Increase (decrease) in other accounts payable | 6 | 186 |
Net cash used in operating activities | (849) | (138) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from secured promissory notes | 965 | |
Repayments of long term banking institute | (34) | (29) |
Net cash provided by (used in) financing activities | 931 | (29) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 82 | (167) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 23 | 190 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 105 | 23 |
Cash paid during the year for: | ||
Interest | 126 | 3 |
Non cash transactions: | ||
Issuance of shares in exchange for extinguishment of debt | 623 | |
Issuance of shares in exchange for convertible loans | $ 448 |
General
General | 12 Months Ended |
Dec. 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. 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 merged with and into Duke Inc. Upon closing of the Short-Form Merger (as defined hereunder), each outstanding share of UAS Sub's common stock, par value $0.0001 per share, was converted into and became one share of common stock of Duke Inc., with Duke Inc. surviving as a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company intended to acquire the remaining outstanding shares of Duke Inc. held by certain stockholders of Duke Inc. that did not participate in the Share Exchange Agreement (as defined hereunder). On April 30, 2020, the Company filed a Registration Statement on Form S-1, which was declared effective by the U.S. Securities and Exchange Commission ("SEC") on June 19, 2020, to register: (i) 63,856 shares of common stock of the Company that were issued to certain stockholders of Duke Inc. upon the consummation of the Short-Form Merger; (ii) 14,614,751 shares of common stock of the Company of certain selling stockholders named in the S-1 Registration Statement; and (iii) 3,649,733 shares of common stock of the Company issuable upon conversion of Convertible Notes (see Note 6 below). On June 25, 2020, at the closing of the transaction contemplated by the Merger Agreement, the Company issued 63,856 shares to certain Duke Inc. stockholders, and Duke Inc. became a wholly owned subsidiary of the Company. 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. The Company's advanced robotics system is able to achieve pinpoint accuracy regardless of the movement of the weapons platform or the target. On January 29, 2021, the Company, through Duke Israel, and Elbit Systems Land Ltd., an Israeli corporation, entered into a collaboration agreement for the global marketing and sales, and the production and further development of our developed advanced robotic system mounted on an UAS, armed with lightweight firearms, which we market under the commercial name "TIKAD." Effective October 22, 2020, Company's common stock in quoted on the OTC Markets Group, Inc.'s OTCQB® tier Venture Market, under the symbol "USDR". 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 6B) entered into at the Effective Time, unless such repayment is otherwise waived by the parties to the Investors' Loan; (ii) 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, which the Company did elect to extend (see also note 6 below). The investors have the option to convert the respective unpaid balance of their 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. The conversion price is currently $0.374. As of March 30, 2021, the Convertible Loan Agreements have an aggregate outstanding principal balance of $835 as a result of the conversions of certain Convertible Loan Agreements (see note 15 below). (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 $0.374 (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. As of March 30, 2021, the New Debentures have an aggregate outstanding principal balance of $200 as a result of conversions of the New Debentures (see note 15 below). (iv) Several Securities Exchange Agreements, with similar terms, to exchange certain promissory notes having a total principal amount of $35 bearing interest of 6% per annum, for 9,623,621 shares of Company's common stock. Signatories to the Securities Exchange Agreements are entitled to an anti-dilution clause in the event that the Convertible Loans detailed in Note 1(iii) above are converted such that such the number of shares held by such investors would not be lower than original holding on a fully diluted basis prior to such conversions. Per Accounting Standards Update ("ASU") 2017-11, the Company classified the anti-dilution to shareholders equity. (v) A Registration Rights Agreement with GBC, Alpha, the Primary Lenders (as defined below) and certain Duke shareholders. The Company filed a Registration Statement on Form S-1 with the SEC, which was declared effective on June 19, 2020, in compliance with the requirements of the Registration Rights Agreement. 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 former 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) were issued but remained in escrow until the Company completed the Short-Form Merger (as defined hereunder). On June 25, 2020, at the closing of the transaction contemplated by the Merger Agreement, the Company released the shares in escrow. 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. On April 29, 2020, the Company, Duke Inc. and UAS Sub, executed the Merger Agreement, pursuant to which UAS Sub merged with and into Duke, with Duke surviving as a wholly-owned subsidiary of the Company (the "Short-Form Merger"). Pursuant to the Merger Agreement, on June 25, 2020, the Company acquired the remaining outstanding shares of Duke held by those certain Duke shareholders that did not participate in the Share Exchange. The COVID-19 pandemic has caused states of emergency to be declared in various countries, travel restrictions imposed globally, quarantines established in certain jurisdictions and various institutions and companies being closed. COVID-19 has also adversely affect the Group's ability to conduct its business effectively due to disruptions to its capabilities, availability and productivity of personnel, while the Group simultaneously attempts to comply with rapidly changing restrictions, such as travel restrictions, curfews and others. In particular, on January 24, 2021, the Government of Israel announced that effective January 26, 2021, non-Israeli residents or citizens, except for non-nationals whose lives are based in Israel, are not allowed to enter Israel, and the number of Israeli citizens permitted to enter the country per day will be capped at 3,000. In addition, the Ministry of Health in the State of Israel issued guidelines on March 11, 2020, which were most recently updated in March 2021, recommending people avoid gatherings in one space and providing that no gathering of more than 20 people should be held under any circumstances. Employers (including the Group) are also required to prepare and increase as much as possible the capacity and arrangement for employees to work remotely. In addition, on January 25, 2021, the President of the United States issued a proclamation to restrict travel to the United States from foreign nationals who have recently been in China, Iran, South Africa, and certain European and Latin America countries. Although to date these restrictions have not impacted the Group's operations, the effect on its business, from the spread of COVID-19 and the actions implemented by the governments of the State of Israel, the United States and elsewhere across the globe, may worsen over time. The spread of COVID-19 may also result in the inability of the Group's manufacturers to deliver components or finished products on a timely basis and may also result in the inability of the Group's suppliers to deliver the parts required by its 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 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 Group's business, financial condition and results of operations. The extent to which COVID-19 impacts the Group'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. The Group is actively monitoring the pandemic and it is taking any necessary measures to respond to the situation in cooperation with the various stakeholders. 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 December 31, 2020, the Group had $105 in cash and cash equivalents, net losses of $1,368, an accumulated deficit of $5,131, and a negative working capital of $1,176. 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 Group'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. Risk factors The Group faces a number of risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Group's products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group's future results. In addition, the Group expects to continue incurring significant operating costs and losses in connection with the development of its products and marketing efforts. The Group has not yet generated significant revenues from its operations to fund its activities, and therefore the continuance of its activities as a going concern depends on the receipt of additional funding from its current stockholders and investors or from third parties. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2– SIGNIFICANT ACCOUNTING POLICIES The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). A. Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions and convertible loans. B. Functional currency A majority of the Group's expected revenues is generated in dollars. In addition, most of the Group's costs are denominated and determined in dollars and in new Israeli shekels. Management believes that the dollar is the currency in the primary economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with Accounting Standards Codification ("ASC") 830, "Foreign Currency Matters." All transaction gains and losses of the remeasured monetary balance sheet items 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 subsidiaries Duke Inc., UAS Sub and Duke Israel. All significant intercompany balances and transactions have been eliminated on consolidation. D. Cash and cash equivalents, and Restricted cash Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. E. Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss. 2. Rates of depreciation: % Furniture and office equipment 7-15 Computers 33 Office improvements 10 F. Impairment of long-lived assets The Group's long-lived assets are reviewed for impairment in accordance with ASC Topic 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 asset. 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 asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31, 2020 or 2019. G. Deferred income taxes The Group accounts for income taxes in accordance with ASC Topic 740, "Income Taxes" ("ASC Topic 740-10"). Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Group accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise's financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company's accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2020 and 2019 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. H. Research and development expenses Research and development expenses are charged to operations as incurred. I. Basic and diluted loss per share Basic loss per share is computed by dividing the loss for the period applicable to shareholders, by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. J. Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, "Compensation-Stock Compensation." Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, "Equity-Based Payments to Non-Employees." K. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and the United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. L. Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. M. 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 ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. 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" ("ASC 820") 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 December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 48 48 Total liabilities - - 48 48 The following table presents the changes in fair value of the level 3 liabilities for the Year ended December 31, 2020: Fair value of Convertible Outstanding at January 1, 2020 - Fair value of issued level 3 liability 276 Changes in fair value (228 ) Outstanding at December 31, 2020 48 N. Certain Financial Instruments with Down Round Features The Company accounts Certain Financial Instruments with Down Round Features based on ASU 2017-11, "Earnings per share: I. Accounting for Certain Financial Instruments with Down Round Features," which allows companies to exclude a down round feature when determining whether a financial instrument is considered indexed to the entity's own stock. As a result, financial instruments with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. O. Recent Accounting Pronouncements Accounting Pronouncements Adopted in 2020 In June 2016, the Financial Accounting Standards Board (the "FASB") issued an ASU that supersedes the existing impairment model for most financial assets to a current expected credit loss model. The new guidance requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. The Group adopted this guidance effective January 1, 2020, with no material impact on its consolidated financial statements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. The guidance became effective on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance and has concluded that there was no material impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU No. 2018-13") as part of the FASB's broader disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures, providing greater focus on requirements that clearly communicate the most important information to the users of the financial statements with respect to fair value measurements. The adoption of ASU No. 2018-13 as of January 1, 2020 did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): In August 2020, the FASB issued ASU No. 2020-06, "Debt - Debt with Conversion and Other Options" (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company's consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2020 are not expected to have a material impact on the Company's consolidated financial statements. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Other Current Assets [Abstract] | |
Other Current Assets | NOTE 3 – OTHER CURRENT ASSTES December 31, 2020 2019 Loans to executive officers (1) - 21 Prepaid expenses 8 - Government Institutions 8 2 Investment in subsidiary 3 - 19 23 (1) On November 20, 2017, the Group made available to an executive officer and a former executive officer, who are also stockholders, a loan in the amount of $10 each. The loans bear interest at a rate of approximately 3% per year. The loans, including the accumulated interest amount, shall be repaid at the earlier of the following dates: (i) December 31, 2019; or (ii) at the date of repayment of the loan made available by the stockholders to the Company according to a loan agreement as stated in Note 5; or (iii) from any dividend or other distribution to be made by the Company to its shareholders. The two stockholders are entitled to repay the outstanding amount of the loan at any time. The loans to executive officers were extinguished in connection with and prior to the Share Exchange. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET December 31, 2020 2019 Computers 10 10 Furniture and office equipment 12 12 Leasehold improvements 15 15 37 37 Less - accumulated depreciation (25 ) (20 ) Total property and equipment, net 12 17 In the years ended December 31, 2020 and 2019, depreciation was US$ 5 and US$ 2 respectively. |
Other Accounts Liabilities
Other Accounts Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
OTHER ACCOUNTS LIABILITIES | NOTE 5 –OTHER ACCOUNTS LIABILITIES December 31, 2020 2019 Accrued expenses 213 208 Other - 1 213 209 |
Convertible Loans
Convertible Loans | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOANS | NOTE 6 – CONVERTIBLE LOANS A. As detailed in Note 1 above, the New Debentures in the amount of $400, 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 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. As of March 30, 2021, the New Debentures have an aggregate outstanding principal balance of $200 as a result of conversions of the New Debentures (see note 15 below). In accordance with ASC 815-15-25, the conversion feature was considered an embedded derivative instrument, and is to be recorded at its 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 $26 as of December 31, 2020. The following are the data and assumptions used as of the balance sheet date: December 31, March 10, Common stock price 0.25 0.374 Expected volatility 34.89% 37% Expected term 2.19 years 3 years Risk free rate 0.17% 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 $67, 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 Agreements, 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 Company's 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 the Company 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. On December 9, 2020, the Company utilized its rights under the above agreement and extended the terms of the loans for additional twelve 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. As of March 30, 2021, the Convertible Loan Agreements have an aggregate outstanding principal balance of $835 as a result of the conversions of certain Convertible Loan Agreements (see note 15 below). In accordance with ASC 815-15-25, the conversion feature was considered an embedded derivative instrument, and is to be recorded at its 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 $144 at the date of issuance and at a value of $22 as of December 31, 2020. The following are the data and assumptions used as of the balance sheet date: December 31, March 10, Common stock price 0.25 0.374 Expected volatility 34.89% 37% Expected term 1.19 years 1 year Risk free rate 0.36% 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. |
Stockholders Loans
Stockholders Loans | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Loans [Abstract] | |
STOCKHOLDERS LOANS | NOTE 7 - STOCKHOLDERS LOANS Since Duke's inception and until 2017, certain Duke affiliates provided loans to Duke from time to time, as needed. Some of the Stockholders Loans bear an annual fixed interest at 3.00% and some of the Stockholders Loans bear an annual interest rate as defined in section 3(j) of the Israeli tax ordinance (the interest rate 2019 was set on 2.56% per annum). The Stockholders' loans, including the accumulated interest amount, were to be repaid in full within 7-15 days from any capital raised by the Company or related parties of the Company, whether by a stock offering and / or loans in excess of NIS 10 million (approximately $2.5 million). As detailed in note 1 above, before entering into the Share Exchange Agreement: (i) Duke entered into Debt Cancellation Letters with each of its Stockholders with regard to the Stockholders Loans noted above. 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, waiving $83 of accrued interest and 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 (see additional information in Note 6B). |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8 – SHAREHOLDERS' EQUITY Description of the rights attached to the Shares in the Company : The holders of shares of Common Stock vote together as one class on all matters as to which holders of Common Stock are entitled to vote. Except as otherwise required by applicable law and subject to the preferential rights of any outstanding preferred stock, all voting rights are vested in and exercised by the holders of Common Stock with each share of our Common Stock being entitled to one vote, including in all elections of directors. The Company does not have a classified board of directors (the "Board"). Subject to preferences that may be applicable to any outstanding preferred stock, the holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board out of legally available funds therefore. In the event of the Company's liquidation, dissolution or winding up, holders of the Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior liquidation rights of preferred stock, if any, then outstanding. The Common Stock has no cumulative voting rights and no preemptive or other rights to subscribe for shares of the Company. There are no redemption or sinking fund provisions applicable to the Common Stock. All shares of Common Stock currently outstanding are fully paid and non-assessable. Transactions : On June 1, 2018, the Company granted an aggregate of 200,000 shares of common stock to a consultant at a value of $3.00 per share of common stock in exchange for consulting services. The stock will be issued to the consultant over a 3-year vesting period. On June 1, 2019 the Company issued to the consultant the first tranche of 66,667 shares of common stock. During the year ended December 31, 2020 the Company recorded compensation expenses in regard to such offering in the amount of $108. Refer to notes 1 above regarding shares issued during 2020. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 9 – STOCK OPTIONS The following table presents Duke Inc.'s stock option activity the year ended December 31, 2020: Number of Weighted Outstanding at December 31,2019 995,000 2.70 Granted - - Exercised - - Forfeited or expired - - Outstanding at December 31,2020 995,000 2.70 Number of options exercisable at December 31, 2020 895,000 2.75 The aggregate intrinsic value of the awards outstanding as of December 31, 2020 is $0. These amounts represent the total intrinsic value, based on the Company's stock price of $0.374 as of December 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 December 31, 2020, have been separated into exercise prices, as follows: Exercise price Stock Weighted average Stock options vested As of December 31, 2020 2.25 400,000 1.7 300,000 3 595,000 1.30 595,000 995,000 895,000 The stock options outstanding as of December 31, 2019, have been separated into exercise prices, as follows: Exercise price Stock Weighted average Stock options vested As of December 31, 2019 2.25 400,000 2.70 200,000 3 595,000 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 December 31, 2020 was $108 and are included in General and Administrative expenses in the Statements of Operations |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2020 | |
General and Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 10 – GENERAL AND ADMINISTRATIVE EXPENSES Year ended December 31 2020 2019 Professional services 538 310 Share base compensation 645 540 Insurance 47 - Adverting and promotion 34 - Rent and office maintenance 25 107 Levies and tolls 6 - Depreciation 5 4 Other expenses 5 - 1,305 961 |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2020 | |
Litigation [Abstract] | |
LITIGATION | NOTE 11 – LITIGATION On February 14, 2018, a complaint was filed against the: (i) Duke Inc., (ii) Duke Israel, (iii) Aphek Trading Kadosh and Razi Ltd. ("Aphek") an Israeli corporation owned by Raziel Atuar and Amir Kadosh, and (iv) Mr. Aharon Sagiv, currently, the Chief Technology Officer and Director of the Company, by Blackhawk Laboratories (the "Plaintiff"), a U.S. based company, in the Tel Aviv District of Israel (Case No. 31727-02-18). The complaint asserts a claim for breach of contract, breach of duty, negligence and unjust enrichment with regard to a services agreement dated June 13, 2014 between the Plaintiff and Duke. The complaint asserts that Duke Israel agreed to pay for certain services alleged to have been performed by the Plaintiff and that the Plaintiff was entitled to receive 8% of the issued and outstanding shares of common stock of, over a 12 month period from June 2014 to June 2015. The Plaintiff's complaint seeks an order requiring either Duke Israel to issue to the Plaintiff 8% of its issued and outstanding shares of our common stock; or alternatively for Duke Inc. to issue to the Plaintiff 4.8% of its issued and outstanding shares of our common stock; or alternatively for Aphek and Mr. Aharon Sagiv to transfer 8% of their shareholdings in the Company to the Plaintiff. The defendants believe the Plaintiff's complaint has no merit and they intend to vigorously defend the lawsuit. The Company and Duke Inc. do not believe the lawsuit will have a material effect on the Company as all three co-founders of the Company (Raziel Atuar, Amir Kadosh and Sagiv Aharon) have agreed to indemnify the Group for any losses resulting from the lawsuit, including taking responsibility for the issuance of any shares of the Group's common stock in the event the Plaintiff is successful in its lawsuit. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 12 – INCOME TAX U.S. resident companies are taxed on their worldwide income for corporate income tax purposes at a statutory rate of 21% this reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes. No further taxes are payable on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax exempt in the US under applicable tax treaties to avoid double taxation. Income of the Israeli company is taxable from 2018 onwards, at corporate tax rate of 23%. The Company and subsidiaries have not received final tax assessments since its inception. As of December 31, 2020, the Company and subsidiaries had carry forward losses for tax purposes of approximately $1,225 and $2,813, respectively, which can be offset against future taxable income, if any. A. The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements: Year ended December 31 2020 2019 US Dollars Pretax loss (1,368 ) (1,111 ) Federal tax rate 21 % 21 % Income tax computed at the ordinary tax rate 287 233 Stock-based compensation (135 ) (114 ) Tax in respect of differences in corporate tax rates 5 2 Losses and timing differences in respect of which no deferred taxes were generated (157 ) (121 ) - - B. Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company's future tax assets are as follows: Year ended December 31 2020 2019 US Dollars Composition of deferred tax assets: Non capital loss carry forwards 872 378 Valuation allowance (872 ) (378 ) - - |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 13 – LOSS PER SHARE Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of common stock used in computing basic and diluted loss per share for the years ended December 31, 2020 and 2019, are as follows: Year ended December 31 2020 2019 Number of shares Weighted average number of shares of common stock outstanding attributable to shareholders 37,285,015 25,027,075 Total weighted average number of shares of common stock related to outstanding options, excluded from the calculations of diluted loss per share (*) 995,000 995,000 (*) The effect of the inclusion of option and convertible loans in 2020 and 2019 is anti-dilutive. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 14 – RELATED PARTIES A. Transactions and balances with related parties Year ended December 31 2020 2019 General and administrative expenses: Directors compensation 175 - 175 - Financing: Financing expense 133 13 Financing income 75 - B. Balances with related parties: As of December 31, 2020 2019 Other accounts liabilities 19 - Stockholders loans 268 925 Convertible loans 972 - C. On April 12, 2020, effective as of March 1, 2020, the Board of Directors approved the payment of certain fees to directors in the amounts of $4.98, $4.98 and $6.95 per month to 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 $1.5 for each calendar quarter and $0.40 for attendance of each meeting of the board of directors. These amounts are exclusive of Israeli VAT if applicable. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS A. On January 29, 2021, the Company, through its wholly owned subsidiary Duke Israel and Elbit, entered into a collaboration agreement (the "Agreement") for the global marketing and sales, and the production and further development of Duke's developed advanced robotic system mounted on an Unmanned Aerial Solution ("UAS"), armed with lightweight firearms, which the Company markets under the commercial name "TIKAD." Pursuant to the Agreement, Duke has granted Elbit a worldwide exclusive license for the use of Duke's know-how and intellectual property and the marketing, sales, production, and further development of the TIKAD for military, defense, homeland security, and para-military uses. As consideration for granting the worldwide exclusive license, Elbit will pay Duke royalties from revenues received from worldwide sales of TIKAD, with royalty rates ranging from low to mid-double-figure percentages, depending on the tiers of the selling price of TIKAD, for a period starting from the date of the Agreement until 15 years following receipt of $5,000 in cumulative revenues from sales of TIKAD units. In addition, Duke agreed to pay Elbit similar rates of royalties for revenues received by Duke from sales of its advanced robotic system for civil use, if such systems will include new know-how developed by Elbit. Pursuant to the terms of the Agreement, the parties also agreed to cooperate in continuing a project (the "Project") that has already started with a customer in the Asia Pacific region. Elbit has agreed to invest, at its discretion and pursuant to certain milestones, in the further development and setting up of serial production lines of TIKAD, and may elect to increase such investment subject to the satisfaction of certain criteria, including Elbit's right to terminate the Agreement if, for example, the Project is cancelled by the customer. Such investment amounts will be made into Elbit's owned assets and production lines of TIKAD. Elbit will recoup 50% of its investment amount, up to $6,000, by offsetting 50% of royalty payments that may be due to Duke. B. During February 2021, holder of Convertible Loan as detailed in note 6A above, converted $200 principal amount ($215.066 including accrued interest) into 575,044 common stock of the Company. C. On February 12, 2021 and March 2, 2021, the Company issued 171,246 common stock of the Company, to several holders Security Exchange Agreement signed at March 9, 2020 between the Company and several debt holders (see note 1(iii) above), according to which, such holders are entitled to an anti-dilution clause in the event that the Convertible Loans detailed in notes 6B and 1(iii) above are converted such that such the number of shares held by such investors would not be lower than original holding on a fully diluted basis prior to such conversions. D. On March 5, 2021 holder of Convertible Loan as detailed in note 6B above, converted the principal amount of $130 into 347,594 shares of the Company's common stock. E. On March 25, 2021, the Board of Directors appointed Yossef Balucka to serve as its Chief Executive Officer and President. In conjunction with the appointment of Mr. Balucka, the Company issued to Mr. Balucka options to purchase 450,000 shares of the Company's commons stock at an exercise price of $0.0001 per share, subject to and in accordance with the terms and conditions of an Option Plan to be set up and approved by the Company at the discretion of the board of directors. The options shall vest over a three year period, with 50% of the options to vest on the first anniversary of the grant date, and the balance of 50% of the options to vest in equal parts on the second and third anniversary of the grant date, respectively, subject to the Mr. Balucka providing continued services to the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of estimates in the preparation of financial statements | A. Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions and convertible loans. |
Functional currency | B. Functional currency A majority of the Group's expected revenues is generated in dollars. In addition, most of the Group's costs are denominated and determined in dollars and in new Israeli shekels. Management believes that the dollar is the currency in the primary economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with Accounting Standards Codification ("ASC") 830, "Foreign Currency Matters." All transaction gains and losses of the remeasured monetary balance sheet items 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 subsidiaries Duke Inc., UAS Sub and Duke Israel. All significant intercompany balances and transactions have been eliminated on consolidation. |
Cash and cash equivalents, and Restricted cash | D. Cash and cash equivalents, and Restricted cash Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. |
Property, plant and equipment, net | E. Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss. 2. Rates of depreciation: % Furniture and office equipment 7-15 Computers 33 Office improvements 10 |
Impairment of long-lived assets | F. Impairment of long-lived assets The Group's long-lived assets are reviewed for impairment in accordance with ASC Topic 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 asset. 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 asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31, 2020 or 2019. |
Deferred income taxes | G. Deferred income taxes The Group accounts for income taxes in accordance with ASC Topic 740, "Income Taxes" ("ASC Topic 740-10"). Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Group accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise's financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company's accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2020 and 2019 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. |
Research and development expenses | H. Research and development expenses Research and development expenses are charged to operations as incurred. |
Basic and diluted loss per share | I. Basic and diluted loss per share Basic loss per share is computed by dividing the loss for the period applicable to shareholders, by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. |
Stock-based compensation | J. Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, "Compensation-Stock Compensation." Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, "Equity-Based Payments to Non-Employees." |
Concentrations of credit risk | K. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and the United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Contingencies | L. Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Derivative Liabilities and Fair Value of Financial Instruments | M. 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 ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. 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" ("ASC 820") 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 December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 48 48 Total liabilities - - 48 48 The following table presents the changes in fair value of the level 3 liabilities for the Year ended December 31, 2020: Fair value of Convertible Outstanding at January 1, 2020 - Fair value of issued level 3 liability 276 Changes in fair value (228 ) Outstanding at December 31, 2020 48 |
Certain Financial Instruments with Down Round Features | N. Certain Financial Instruments with Down Round Features The Company accounts Certain Financial Instruments with Down Round Features based on ASU 2017-11, "Earnings per share: I. Accounting for Certain Financial Instruments with Down Round Features," which allows companies to exclude a down round feature when determining whether a financial instrument is considered indexed to the entity's own stock. As a result, financial instruments with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. |
Recent Accounting Pronouncements | O. Recent Accounting Pronouncements Accounting Pronouncements Adopted in 2020 In June 2016, the Financial Accounting Standards Board (the "FASB") issued an ASU that supersedes the existing impairment model for most financial assets to a current expected credit loss model. The new guidance requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. The Group adopted this guidance effective January 1, 2020, with no material impact on its consolidated financial statements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. The guidance became effective on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance and has concluded that there was no material impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU No. 2018-13") as part of the FASB's broader disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures, providing greater focus on requirements that clearly communicate the most important information to the users of the financial statements with respect to fair value measurements. The adoption of ASU No. 2018-13 as of January 1, 2020 did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): In August 2020, the FASB issued ASU No. 2020-06, "Debt - Debt with Conversion and Other Options" (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company's consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2020 are not expected to have a material impact on the Company's consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of property plant and equipment net | % Furniture and office equipment 7-15 Computers 33 Office improvements 10 |
Schedule of financial assets and liabilities that are measured at fair value | Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan - - 48 48 Total liabilities - - 48 48 |
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 (228 ) Outstanding at December 31, 2020 48 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Current Assets [Abstract] | |
Schedule of other current assets | December 31, 2020 2019 Loans to executive officers (1) - 21 Prepaid expenses 8 - Government Institutions 8 2 Investment in subsidiary 3 - 19 23 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | % Furniture and office equipment 7-15 Computers 33 Office improvements 10 |
Other Accounts Liabilities (Tab
Other Accounts Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other accounts liabilities | December 31, 2020 2019 Accrued expenses 213 208 Other - 1 213 209 |
Convertible Loans (Tables)
Convertible Loans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Third Party Appraiser [Member] | |
Schedule of data and assumptions used as of the balance sheet date | December 31, March 10, Common stock price 0.25 0.374 Expected volatility 34.89% 37% Expected term 2.19 years 3 years Risk free rate 0.17% 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 | December 31, March 10, Common stock price 0.25 0.374 Expected volatility 34.89% 37% Expected term 1.19 years 1 year Risk free rate 0.36% 0.43% Forfeiture rate 0% 0% Expected dividend yield 0% 0% |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Number of Weighted Outstanding at December 31,2019 995,000 2.70 Granted - - Exercised - - Forfeited or expired - - Outstanding at December 31,2020 995,000 2.70 Number of options exercisable at December 31, 2020 895,000 2.75 |
Schedule of stock options outstanding | Exercise price Stock Weighted average Stock options vested As of December 31, 2020 2.25 400,000 1.7 300,000 3 595,000 1.30 595,000 995,000 895,000 The stock options outstanding as of December 31, 2019, have been separated into exercise prices, as follows: Exercise price Stock Weighted average Stock options vested As of December 31, 2019 2.25 400,000 2.70 200,000 3 595,000 2.30 595,000 995,000 795,000 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
General and Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | Year ended December 31 2020 2019 Professional services 538 310 Share base compensation 645 540 Insurance 47 - Adverting and promotion 34 - Rent and office maintenance 25 107 Levies and tolls 6 - Depreciation 5 4 Other expenses 5 - 1,305 961 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of theoretical tax on pre-tax income, at the tax rate applicable to the (federal tax rate) and the tax expense | Year ended December 31 2020 2019 US Dollars Pretax loss (1,368 ) (1,111 ) Federal tax rate 21 % 21 % Income tax computed at the ordinary tax rate 287 233 Stock-based compensation (135 ) (114 ) Tax in respect of differences in corporate tax rates 5 2 Losses and timing differences in respect of which no deferred taxes were generated (157 ) (121 ) - - |
Schedule of composition of deferred tax assets | Year ended December 31 2020 2019 US Dollars Composition of deferred tax assets: Non capital loss carry forwards 872 378 Valuation allowance (872 ) (378 ) - - |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average number of shares of common stock used in computing basic and diluted loss per share | Year ended December 31 2020 2019 Number of shares Weighted average number of shares of common stock outstanding attributable to shareholders 37,285,015 25,027,075 Total weighted average number of shares of common stock related to outstanding options, excluded from the calculations of diluted loss per share (*) 995,000 995,000 (*) The effect of the inclusion of option and convertible loans in 2020 and 2019 is anti-dilutive. |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of transactions and balance with related parties | Year ended December 31 2020 2019 General and administrative expenses: Directors compensation 175 - 175 - Financing: Financing expense 133 13 Financing income 75 - |
Schedule of balance with related parties | As of December 31, 2020 2019 Other accounts liabilities 19 - Stockholders loans 268 925 Convertible loans 972 - |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 30, 2021 | Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 25, 2020 | Apr. 29, 2020 | |
General (Textual) | ||||||
Revenue | $ 112 | |||||
Annual interest rate | 3.00% | |||||
Repaid achieved earnings before interest amount | $ 15,000 | |||||
Depreciation and amortization amount | 3,000 | |||||
Convertible loan | $ 972 | |||||
Shares issued | 1,146,005 | |||||
Cash and cash equivalents | $ 105 | 23 | ||||
Net losses | (1,368) | (1,111) | ||||
Accumulated deficit | (5,131) | $ (3,763) | ||||
working capital | $ 1,176 | |||||
Convertible Debt [Member] | ||||||
General (Textual) | ||||||
Annual interest rate | 6.00% | |||||
Convertible loan | $ 400 | |||||
Shares issued | 700,000 | |||||
Accumulated interest amount | $ 48 | |||||
Common Stock [Member] | ||||||
General (Textual) | ||||||
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) were issued but remained in escrow until the Company completed the Short-Form Merger (as defined hereunder). | |||||
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% | |||||
Convertible loan | $ 965 | |||||
Securities exchange agreements, description | 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. | |||||
Principal amount | $ 35 | |||||
Several Securities Exchange [Member] | Subsequent Event [Member] | ||||||
General (Textual) | ||||||
Principal amount | $ 835 | |||||
Several Securities Exchange [Member] | Common Stock [Member] | ||||||
General (Textual) | ||||||
Shares issued | 9,623,621 | |||||
USDR Agreements [Member] | ||||||
General (Textual) | ||||||
Debt Cancellation Shares | $ 0.374 | |||||
Common stock, par value | $ 0.0001 | |||||
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 | (i) 63,856 shares of common stock of the Company that were issued to certain stockholders of Duke Inc. upon the consummation of the Short-Form Merger; (ii) 14,614,751 shares of common stock of the Company of certain selling stockholders named in the S-1 Registration Statement; and (iii) 3,649,733 shares of common stock of the Company issuable upon conversion of Convertible Notes (see Note 6 below). | 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 $0.374 (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. As of March 30, 2021, the New Debentures have an aggregate outstanding principal balance of $200 as a result of conversions of the New Debentures (see note 15 below). | ||||
Merger Agreement [Member] | ||||||
General (Textual) | ||||||
Shares issued | 63,856 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | Dec. 31, 2020 |
Furniture and office equipment [Member] | Minimum [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Rates of depreciation, percentage | 7.00% |
Furniture and office equipment [Member] | Maximum [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Rates of depreciation, percentage | 15.00% |
Computer Equipment [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Rates of depreciation, percentage | 33.00% |
Office Improvements [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Rates of depreciation, percentage | 10.00% |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Fair Value of convertible component in convertible loan | $ 48 | |
Total liabilities | 48 | |
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 | 48 | |
Total liabilities | $ 48 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Outstanding at January 1, 2020 | |
Fair value of issued level 3 liability | 276 |
Changes in fair value | (228) |
Outstanding at December 31, 2020 | $ 48 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Current Assets [Abstract] | |||
Loans to executive officers | [1] | $ 21 | |
Prepaid expenses | 8 | ||
Government Institutions | 8 | 2 | |
Investment in subsidiary | 3 | ||
Total other current assets | $ 19 | $ 23 | |
[1] | On November 20, 2017, the Group made available to an executive officer and a former executive officer, who are also stockholders, a loan in the amount of $10 each. The loans bear interest at a rate of approximately 3% per year. The loans, including the accumulated interest amount, shall be repaid at the earlier of the following dates: (i) December 31, 2019; or (ii) at the date of repayment of the loan made available by the stockholders to the Company according to a loan agreement as stated in Note 5; or (iii) from any dividend or other distribution to be made by the Company to its shareholders. The two stockholders are entitled to repay the outstanding amount of the loan at any time. The loans to executive officers were extinguished in connection with and prior to the Share Exchange. |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 37 | $ 37 |
Accumulated depreciation and impairment | (25) | (20) |
Total property and equipment, net | 12 | 17 |
Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 10 | 10 |
Furniture and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 12 | 12 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 15 | $ 15 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment, Net (Textual) | ||
Depreciation expense | $ 5 | $ 2 |
Other Accounts Liabilities (Det
Other Accounts Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Accrued expenses | $ 213 | $ 208 |
Other | 1 | |
Other accounts liabilities | $ 213 | $ 209 |
Convertible Loans (Details)
Convertible Loans (Details) - $ / shares | Mar. 10, 2020 | Dec. 31, 2020 |
Third Party Appraiser [Member] | ||
Common stock price | $ 0.374 | $ 0.25 |
Expected volatility | 37.00% | 34.89% |
Expected term | 3 years | 2 years 2 months 8 days |
Risk free rate | 0.58% | 0.17% |
Forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Third Party Appraiser One [Member] | ||
Common stock price | $ 0.374 | $ 0.25 |
Expected volatility | 37.00% | 34.89% |
Expected term | 1 year | 1 year 2 months 8 days |
Risk free rate | 0.43% | 0.36% |
Forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Convertible Loans (Details Text
Convertible Loans (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 30, 2021 | Dec. 31, 2019 | |
Convertible Loans (Textual) | |||
Face amount | $ 400 | ||
Bear interest rate | 8.00% | ||
Fair value of convertible component in convertible loan | $ 22 | ||
Convertible Loan Agreement [Member] | |||
Convertible Loans (Textual) | |||
Convertible loan agreement, description | The Company entered into several Convertible Loan Agreements, 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 Company's 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 the Company 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. On December 9, 2020, the Company utilized its rights under the above agreement and extended the terms of the loans for additional twelve month. | ||
Third Party Appraiser [Member] | |||
Convertible Loans (Textual) | |||
Fair value of derivative | $ 132 | ||
Fair value of convertible component in convertible loan | 26 | ||
Debentures and market interest rates | 332 | ||
Loan amount | 67 | ||
Third Party Appraiser One [Member] | |||
Convertible Loans (Textual) | |||
Face amount | $ 15,000 | ||
Bear interest rate | 80.00% | ||
Original conversion price | $ 0.374 | ||
Fair value of derivative | $ 144 | ||
Loan amount | $ 822 | ||
Subsequent Event [Member] | |||
Convertible Loans (Textual) | |||
Face amount | $ 200 | ||
Outstanding principal | $ 835 |
Stockholders Loans (Details)
Stockholders Loans (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders Loans (Textual) | ||
Share exchange agreement, description | (i) Duke entered into Debt Cancellation Letters with each of its Stockholders with regard to the Stockholders Loans noted above. 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, waiving $83 of accrued interest and 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 (see additional information in Note 6B). | |
Stockholders [Member] | ||
Stockholders Loans (Textual) | ||
Annual fixed interest rate | 3.00% | |
Interest rate | 2.56% | |
Repayment of loans, description | The Stockholders' loans, including the accumulated interest amount, were to be repaid in full within 7-15 days from any capital raised by the Company or related parties of the Company, whether by a stock offering and / or loans in excess of NIS 10 million (approximately $2.5 million). |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 02, 2019 | Jun. 02, 2018 | Dec. 31, 2020 |
Shareholders' Equity (Textual) | |||
Compensation expenses | $ 108 | ||
Consultant [Member] | |||
Shareholders' Equity (Textual) | |||
Aggregate shares of common stock | 66,667 | 200,000 | |
Common stock per share | $ 3 | ||
Vesting period | 3 years |
Stock Options (Details)
Stock Options (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options, Outstanding Beginning Balance | shares | 995,000 |
Number of Options, Granted | shares | |
Number of Options, Exercised | shares | |
Number of Options, Forfeited or expired | shares | |
Number of Options, Outstanding Ending Balance | shares | 995,000 |
Number of options exercisable | shares | 895,000 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 2.70 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | 2.70 |
Weighted Average Exercise Price, exercisable | $ / shares | $ 2.75 |
Stock Options (Details 1)
Stock Options (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock options outstanding | 995,000 | 995,000 |
Stock options vested | 895,000 | 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 | 1 year 8 months 12 days | 2 years 8 months 12 days |
Stock options vested | 300,000 | 200,000 |
Exercise Price 3 [Member] | ||
Exercise price | $ 3 | $ 3 |
Stock options outstanding | 595,000 | 595,000 |
Weighted average remaining contractual life - years | 1 year 3 months 19 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 | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Stock Options (Textual) | |
Aggregate intrinsic value | $ 0 |
Weighted exercise price | $ / shares | $ 0.374 |
General and administrative expenses | $ 108 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
General and Administrative Expenses [Abstract] | ||
Professional services | $ 538 | $ 310 |
Share base compensation | 645 | 540 |
Insurance | 47 | |
Adverting and promotion | 34 | |
Rent and office maintenance | 25 | 107 |
Levies and tolls | 6 | |
Depreciation | 5 | 4 |
Other expenses | 5 | |
Total | $ 1,305 | $ 961 |
Litigation (Details)
Litigation (Details) | 1 Months Ended |
Feb. 14, 2018 | |
Litigation (Textual) | |
Litigation agreement terms, description | The complaint asserts a claim for breach of contract, breach of duty, negligence and unjust enrichment with regard to a services agreement dated June 13, 2014 between the Plaintiff and Duke. The complaint asserts that Duke Israel agreed to pay for certain services alleged to have been performed by the Plaintiff and that the Plaintiff was entitled to receive 8% of the issued and outstanding shares of common stock of, over a 12 month period from June 2014 to June 2015. The Plaintiff's complaint seeks an order requiring either Duke Israel to issue to the Plaintiff 8% of its issued and outstanding shares of our common stock; or alternatively for Duke Inc. to issue to the Plaintiff 4.8% of its issued and outstanding shares of our common stock; or alternatively for Aphek and Mr. Aharon Sagiv to transfer 8% of their shareholdings in the Company to the Plaintiff. |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Pretax loss | $ (1,368) | $ (1,111) |
Federal tax rate | 21.00% | 21.00% |
Income tax computed at the ordinary tax rate | $ 287 | $ 233 |
Stock-based compensation | (135) | (114) |
Tax in respect of differences in corporate tax rates | 5 | 2 |
Losses and timing differences in respect of which no deferred taxes were generated | (157) | (121) |
Income tax expense/(benefit) |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Composition of deferred tax assets: | ||
Non capital loss carry forwards | $ 872 | $ 378 |
Valuation allowance | (872) | (378) |
Deferred tax assets |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | |
Income Tax (Textual) | |||
Corporate income tax statutory rate | 21.00% | 23.00% | |
Operating loss carry forward | $ 1,225 | $ 2,813 | |
Minimum [Member] | |||
Income Tax (Textual) | |||
Corporate income tax statutory rate | 21.00% | ||
Maximum [Member] | |||
Income Tax (Textual) | |||
Corporate income tax statutory rate | 35.00% |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Earnings Per Share [Abstract] | |||
Weighted average number of shares of common stock outstanding attributable to shareholders | 37,285,015 | 25,027,075 | |
Total weighted average number of shares of common stock related to outstanding options, excluded from the calculations of diluted loss per share | [1] | 995,000 | 995,000 |
[1] | The effect of the inclusion of option and convertible loans in 2020 and 2019 is anti-dilutive. |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
General and administrative expenses: | ||
Directors compensation | $ 175 | |
General and administrative expenses | 175 | |
Financing: | ||
Financing expense | 133 | 13 |
Financing income | $ 75 |
Related Parties (Details 1)
Related Parties (Details 1) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transactions [Abstract] | ||
Other accounts liabilities | $ 19 | |
Stockholders loans | 268 | 925 |
Convertible loans | $ 972 |
Related Parties (Details Textua
Related Parties (Details Textual) | Apr. 12, 2020 |
Related Parties (Textual) | |
Related party, description | The Board of Directors approved the payment of certain fees to directors in the amounts of $4.98, $4.98 and $6.95 per month to 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 $1.5 for each calendar quarter and $0.40 for attendance of each meeting of the board of directors. These amounts are exclusive of Israeli VAT if applicable. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands | Mar. 05, 2021 | Mar. 02, 2021 | Feb. 12, 2021 | Mar. 25, 2021 | Feb. 28, 2021 | Jan. 29, 2021 |
Subsequent Events (Textual) | ||||||
Cumulative revenues | $ 5,000 | |||||
Collaboration agreement term | 15 years | |||||
Collaboration agreement, description | Pursuant to the terms of the Agreement, the parties also agreed to cooperate in continuing a project (the "Project") that has already started with a customer in the Asia Pacific region. Elbit has agreed to invest, at its discretion and pursuant to certain milestones, in the further development and setting up of serial production lines of TIKAD, and may elect to increase such investment subject to the satisfaction of certain criteria, including Elbit's right to terminate the Agreement if, for example, the Project is cancelled by the customer. Such investment amounts will be made into Elbit's owned assets and production lines of TIKAD. Elbit will recoup 50% of its investment amount, up to $6,000, by offsetting 50% of royalty payments that may be due to Duke. | |||||
Principal amount | $ 130 | $ 200 | ||||
Accrued interest | $ 215,066 | |||||
Converted into shares of common stock | 575,044 | |||||
Common stock shares issued | 347,594 | 171,246 | 171,246 | |||
Options vesting period, description | The options shall vest over a three year period, with 50% of the options to vest on the first anniversary of the grant date, and the balance of 50% of the options to vest in equal parts on the second and third anniversary of the grant date, respectively, subject to the Mr. Balucka providing continued services to the Company. | |||||
Options to purchase shares of common stock | 450,000 | |||||
Options to purchase shares of common stock exercise price | $ 0.0001 |