Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | SEEDO CORP. |
Entity Central Index Key | 0001661600 |
Document Type | 10-K |
Document Period End Date | Dec. 31, 2020 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 333-208814 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | No |
Entity Incorporation, State or Country Code | DE |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | shares | 31,665,566 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2020 |
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 | Dec. 31, 2018 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 411 | $ 2 | $ 10 |
Other current assets | 7 | 2 | |
Total current assets | 418 | 2 | 12 |
Total assets | 418 | 2 | 12 |
CURRENT LIABILITIES | |||
Short term loans | 411 | ||
Accounts payables | 51 | 64 | 3 |
Convertible loans | 1,128 | 700 | 829 |
Fair Value of convertible component in convertible loans | 610 | ||
Other current liabilities | 100 | 22 | |
Liabilities held for sale, net | 8,893 | 1,857 | |
Total current liabilities | 1,889 | 9,657 | 3,122 |
Fair Value of convertible component in convertible loans | 502 | 677 | |
Convertible Loans | 73 | 323 | |
Total long term liabilities | 575 | 1,000 | |
SHAREHOLDER'S DEFICIT | |||
Ordinary Shares of $ 0.0001 par value:Authorized: 500,000,000 shares at December 31, 2020, 2019 and 2018; Issued and Outstanding: 31,665,566, 20,535,354 and 16,198,578 shares at December 31, 2020, 2019, and 2018, respectively | 3 | 2 | 2 |
Additional Paid in capital | 15,409 | 14,443 | 5,410 |
Accumulated deficit | (17,458) | (25,100) | (8,522) |
Total shareholders' deficit | (2,046) | (10,655) | (3,110) |
Total liabilities and shareholders' deficit | $ 418 | $ 2 | $ 12 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 31,665,566 | 20,535,354 | 16,198,578 |
Ordinary shares, shares outstanding | 31,665,566 | 20,535,354 | 16,198,578 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | |||
Research and development | $ (107) | ||
General and administrative | (27) | (456) | (273) |
Operating loss | (27) | (563) | (273) |
Gain on liquidation of subsidiary | 9,593 | ||
Financial expenses, net | (188) | (1,388) | (3,004) |
Net Income (Loss) from continued operations | (215) | 7,642 | (3,277) |
Net Loss from discontinued operations | (1,493) | (13,301) | |
Net Income (Loss) | $ (1,708) | $ 7,642 | $ (16,578) |
Basic and diluted net Income (Loss) per share | $ (0.11) | $ 0.26 | $ (0.86) |
Weighted average number of Ordinary shares used in computing basic and diluted loss per share | 15,347,238 | 29,427,448 | 19,313,831 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Ordinary Shares | Additional Paid in capital | Accumulated deficit | Total | |
Balance at beginning at Sep. 30, 2018 | $ 2 | $ 3,418 | $ (6,814) | $ (3,394) | |
Balance at beginning (in shares) at Sep. 30, 2018 | 15,000,000 | ||||
Issuance of Ordinary shares | [1] | 317 | 317 | ||
Issuance of Ordinary shares (in shares) | 821,740 | ||||
Conversion of convertible loan | [1] | 307 | 307 | ||
Conversion of convertible loan (in shares) | 349,338 | ||||
Share-based compensation to employees | [1] | 12 | 12 | ||
Share-based compensation to employees (in shares) | 2,500 | ||||
Share Based Compensation to non-employees | [1] | 25 | 25 | ||
Share Based Compensation to non-employees (in shares) | 25,000 | ||||
Beneficial conversion feature related to convertible loan | 750 | 750 | |||
Issuance of warrants | 581 | 581 | |||
Net Income/Loss | (1,708) | (1,708) | |||
Balance at end at Dec. 31, 2018 | $ 2 | 5,410 | (8,522) | (3,110) | |
Balance at end (in shares) at Dec. 31, 2018 | 16,198,578 | ||||
Issuance of Ordinary shares | [1] | 4,404 | 4,404 | ||
Issuance of Ordinary shares (in shares) | 1,820,575 | ||||
Conversion of convertible loan | [1] | 2,318 | 2,318 | ||
Conversion of convertible loan (in shares) | 1,988,299 | ||||
Share Based Compensation to non-employees | 134 | 134 | |||
Share Based Compensation to non-employees (in shares) | 94,569 | ||||
Beneficial conversion feature related to convertible loan | 550 | 550 | |||
Issuance of warrants | 927 | 927 | |||
Exercise of warrants | 700 | 700 | |||
Exercise of warrants (in shares) | 433,333 | ||||
Net Income/Loss | (16,578) | (16,578) | |||
Balance at end at Dec. 31, 2019 | $ 2 | 14,443 | (25,100) | (10,655) | |
Balance at end (in shares) at Dec. 31, 2019 | 20,535,354 | ||||
Conversion of convertible loan | $ 1 | 276 | 277 | ||
Conversion of convertible loan (in shares) | 10,455,212 | ||||
Share Based Compensation to non-employees | 43 | 43 | |||
Beneficial conversion feature related to convertible loan | 425 | 425 | |||
Issuance of shares in respect of RSUs | 128 | 128 | |||
Issuance of shares in respect of RSUs (in shares) | 675,000 | ||||
Issuance of warrants | 94 | 94 | |||
Net Income/Loss | 7,642 | 7,642 | |||
Balance at end at Dec. 31, 2020 | $ 3 | $ 15,409 | $ (17,458) | $ (2,046) | |
Balance at end (in shares) at Dec. 31, 2020 | 31,665,566 | ||||
[1] | Represents an amount less than $1. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net Loss | $ (1,708) | $ 7,642 | $ (16,578) |
Adjustments to reconcile loss to net cash used in operating activities: | |||
Depreciation and amortization | 40 | ||
Share based compensation | 37 | 171 | 134 |
Financial expenses related to loans | 161 | 855 | 433 |
Change in fair value of convertible loans and warrants | 89 | 94 | 1,894 |
Change in fair value of convertible component in convertible loan | 435 | 677 | |
Gain on liquidation of subsidiary | (9,593) | ||
Changes in assets and liabilities: | |||
Change in liabilities held for sale, net | 6,359 | ||
Increase in accounts receivable | (168) | (7) | 2 |
Increase in inventory | (35) | ||
Decrease in advances from customers | (45) | ||
Increase (decrease) in trade payables | (189) | (13) | 61 |
Increase (decrease) in other accounts Payable | (53) | 100 | (22) |
Net cash used in operating activities | (1,871) | (316) | (7,040) |
Cash flows from investing activities | |||
Purchase of property and equipment | (100) | ||
Net cash used in investing activities | (100) | ||
Cash flows from financing activities: | |||
Issuance of Shares | 317 | 4,404 | |
Proceeds from convertible loans | 1,250 | 725 | 1,540 |
Proceeds from short term loans | 369 | 388 | |
Exercise of warrants | 700 | ||
Issuance of warrants | 581 | ||
Repayment of short term loans | (69) | ||
Net cash provided by financing activities | 2,448 | 725 | 7,032 |
Increase (Decrease) in cash and cash equivalents | 477 | 409 | (8) |
Cash and cash equivalents at the beginning of period | 531 | 2 | 1,008 |
Cash and cash equivalents at the end of the year | 1,008 | 411 | 2 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 34 | 35 | |
Supplemental disclosures of non-cash flow information: | |||
Issuance of warrants | 94 | 700 | |
Conversion of convertible loans | $ 307 | $ 277 | $ 2,300 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2020 | |
General [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. Seedo Corp. (the "Company"), was incorporated on January 16, 2015, as GRCR Partners Inc., under the laws of Delaware. Prior to September 14, 2018, the Company was solely a provider of risk management and asset protection ("RAP") services for businesses, individuals and families. On September 14, 2018, the Company acquired Eroll Grow Tech Ltd. ("Eroll"), an Israeli company incorporated on May 18, 2015 (the "Acquisition"). On September 17, 2018, the Company's name was changed to Seedo Corp. Since the Acquisition of Eroll and through to December 31, 2019, Eroll produced a plant growing device managed and controlled by an artificial intelligent algorithm, allowing consumers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce year-round. On July 19, 2020, the Company formed a new wholly-owned subsidiary in Israel, Hachevra Legiduley Pkaot Beisrael Ltd. (the "New Subsidiary"), to develop a fully automated and remotely managed system for growing saffron and other vegetables. On November 5, 2020, the New Subsidiary changed its name to Saffron-Tech Ltd. ("Saffron Tech"). The Company, through Saffron Tech, is focusing on its in-house research and development of agriculture technology products, among others, in the fields of exotic plants and mushrooms. Saffron Tech plans to roll out its proof of concept in the coming months. This technology will provide turnkey automated growing containers for high-quality, high-yield saffron all year round. The Company is in advanced stages of developing and testing a fully automated and remotely managed system for growing high-quality, high-yield saffron anywhere and anytime. b. On September 14, 2018, following the Acquisition, Eroll survived the merger as a wholly-owned subsidiary of the Company. Immediately following the transaction, Eroll shareholders held approximately 87.4% of the outstanding Ordinary Shares in exchange of 1,137 Ordinary shares of Eroll on a fully diluted basis while the pre-merger Company shareholders retained the remaining approximate 12.6%. The pre-merger Eroll shareholders hold their existing Shares's Ordinary stock. Pursuant to the terms and conditions of the Agreement, at the time of the Transaction, the Company issued 12,073,500 nonassessable shares of their Ordinary shares. Each of the holders of the pre-acquisition issued and outstanding Ordinary shares of Eroll received their pro-rata allotment of these shares according to their then current shareholding in the Eroll. At the closing of this transaction, there were 15,000,000 Ordinary Shares. The Reverse Merger was accounted for as a reverse recapitalization which is outside the scope of ASC Topic 805, "Business Combinations" ("ASC 805"). Under reverse capitalization accounting, Eroll is considered the acquirer for accounting and financial reporting purposes and acquired the assets and assumed the liabilities of the Company. The assets acquired and liabilities assumed are reported at their historical amounts. The annual consolidated financial statements of the Company reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. The annual consolidated financial statements include the accounts of the Company since the effective date of the reverse capitalization and the accounts of Eroll since inception. On December 10, 2019, Mr. Zohar Levy, on behalf of Eroll filed a petition (the "Petition") for a debt settlement in the Nazareth District Court (the "Court"), in accordance with Section 321 of Chapter A of Part G of the Israeli Insolvency and Economic Rehabilitation Law, seeking a debt settlement and a suspension of proceedings in order to protect Eroll's creditors from economic damages and other future damages and to allow the Eroll to maintain its business while seeking a proposal of an acquisition of the Eroll and/or its activities and assets. In the petition, Eroll requested that the Court authorize its entering into a loan agreement with a potential buyer, as a temporary solution until a definitive agreement is signed, and to issue an order calling for a creditors' meeting within 10 days and appointment of a trustee, who will negotiate a definitive agreement with the potential buyer. The Company is not included in such proceedings and is not otherwise involved in any bankruptcy proceedings. On December 11, 2019, Eroll received an offer to acquire Eroll and/or its assets and business from a potential buyer (the "Potential Buyer" and the "Acquisition Offer" respectively). As part of the Acquisition Offer, the Potential Buyer agreed to provide a bridge loan in the amount of $400,000 (the "Bridge Loan") to be repaid within 20 days, which the Eroll will use for payroll, payment of debt to a certain Chinese manufacturer, and certain other enumerated urgent payments necessary to keep Eroll's assets active. To ensure the repayment of the loan within 20 days, if the Acquisition Offer is not approved and the loan is not repaid on time, the Potential Buyer will receive the rights to all of the products in inventory and productions at the Chinese manufacture and Eroll's warehouse. Additionally, the Potential Buyer will receive an irrevocable power of attorney and authorization of Eroll to act directly with the Chinese manufacture. On December 17, 2019, the Court approved Eroll's entering into the Acquisition Offer, on condition that the Bridge Loan will be repaid by purchasing all of Eroll's inventory in China, the United States, Canada and the Netherlands, and subject to the Court's approval of any transfer of Eroll's inventory. Additionally, the Court issued an order of suspension and stay of all legal proceedings against Eroll. On December 19, 2019, the Court appointed a debt settlement manager, who will have the authority to determine if an alternative settlement is appropriate. Due to the fact that Eroll was not able to secure the Bridge Loan under the conditions determined by the Court, on January 2, 2020, the Settlement Manager filed a request to the Court for entering into an interim funding agreement with the Potential Buyer (the "Interim Funding Agreement"). As part of the Interim Funding Agreement, the Potential Buyer agreed to provide a loan in the amount of $294,000 (the "Loan"), which the Eroll will use for payroll, and certain other enumerated urgent payments necessary to keep Eroll's assets active, until a creditors meeting is convened in order to approve a debt settlement based on a final acquisition offer from the Potential Buyer. To ensure the repayment of the Loan, the Potential Buyer will receive a lien over certain intellectual property of Eroll, future payments to Eroll from PayPal and Eroll's property. On January 5, 2020, the Court approved the Settlement Managers' request to enter into the Interim Funding Agreement. Additionally, on January 8, 2020, the Court issued an order of stay of all legal proceedings against Eroll, and an order prohibiting any disposition of the Eroll's property. Any transfer of any of Eroll's property and rights, including patents, shall be done subject to the Courts approval. In addition, the Court ordered that Eroll will continue its activities temporarily, and appointed the Settlement Manager as Eroll's trustee, who will, among others, convene a creditor's meeting to approve a debt settlement based on a final acquisition offer from the Potential Buyer, to be convened no later than January 19, 2020. On March 25, 2020, the Court approved the purchase of Eroll's assets by a non-related third party entity named Seedo Agriculture Ltd. Therefore, from the closing of such purchase, the Company no longer has any legal ties nor privity with Eroll. The Company is focusing on its in-house research and development of agriculture technology products, among others, in the fields of exotic plants and mushrooms. During the year ended December 31, 2020, following the Eroll Purchase Agreement, the Company recorded a gain on the liquidation of Errol in the amount of $9,593 thousand. Following the cessation of Eroll's operations, the Company classified to discontinued operations its 2019 and 2018 results of operation and balances relating to the Eroll operation. Liabilities held for sale: As of December 31, 2019 2018 Accounts payable and accrued liabilities $ 2,945 $ 861 Employees payable 2,194 757 Advances from customers 3,408 3,020 Short term loan 388 - Accounts payable – related party 850 850 Assets held for sale (892 ) (3,631 ) Total $ 8,893 $ 1,857 Loss from discontinued operations: Year ended Three months ended 2019 2018 Net revenue $ 703 $ - Operating expenses (13,808 ) (1,488 ) Interest expenses (196 ) (5 ) Loss from discontinued operations $ (13,301 ) $ (1,493 ) c. Effective December 31, 2018, the Company changed its fiscal year end from September 30 to December 31. This change is being made in order to align the Company's fiscal year end with its subsidiaries following the reverse merger. d. The Company has an accumulated deficit in the total amount of $17,458 as of December 31, 2020, the Company has negative operating cash flow in the total amount of $316 for the year ended December 31, 2020, further losses are anticipated in the development of its business. Those factors raise substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months with existing cash on hand, reducing operating spend, and future issuances of equity and debt securities, or through a combination of the foregoing. However, the Company will need to seek additional sources of financing if the Company requires more funds than anticipated during the next 12 months or in later periods. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The consolidated financial statements for the year ended December 31, 2020, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company's ability to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with U.S Generally Accepted Accounting Principles in the United States of America. a. Use of estimates: The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. b. Financial statements in U.S. dollars: The costs of the Company are denominated in United States dollars ("dollars"). Some of the costs are incurred in New Israeli Shekels (NIS), however the selling prices are linked to the Company's price list which is determined in dollars, the budget is managed in dollars, financing activities including loans and cash investments, are made in U.S. dollars and the Company's management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company's and its subsidiaries' functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with Accounting Standards Codification ("ASC") No. 830, "Foreign Currency Matters" at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period. At the end of each reporting period, financial assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the consolidated statements of operations as appropriate. c. Principles of consolidation: The consolidated financial statements include the financial statements of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. d. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. e. Restricted bank deposit: Restricted bank deposit includes a deposit with maturities of more than three months and up to one year. The restricted bank deposit is presented at its cost, including accrued interest and is composed of guarantees in respect of the Company's credit card and manufacturing commitments. f. Inventories, net: Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the Ordinary course of business less estimated costs of completion and estimated selling costs. g. Property and equipment: 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, at the following annual rates: % Computers, Software and peripheral equipment 33% Mold & production Equipment 10% Office furniture and equipment 10% h. Impairment of long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with ASC No. 360, "Property, Plant and Equipment" whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2020, 2019, and for the three months ended 2018, no impairment losses have been recorded. i. Concentration of credit risks: Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and restricted bank deposit. Cash and cash equivalents and restricted bank deposit are invested in major banks in Israel and the United States. Such funds in the Israel may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company and its subsidiary' cash and cash equivalents have high credit ratings. The Company, have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. j. Research and development expenses: Research and development costs are charged to the consolidated statement of operations as incurred. ASC 985-20, "Costs of Software to Be Sold, Leased, or Marketed", requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on the Company's product development process, technological feasibility is established upon the completion of a working model. The Company does not incur material costs between the completion of a working model and the point at which the products are ready for general release. Therefore, research and development costs are charged to the consolidated statement of operations as incurred. The Company did not capitalized expenses as of December 31, 2020. k. Severance pay: Eroll and Saffron Tech's liability for severance pay is pursuant to Section 14 of the Severance Compensation Act, 1963 ("Section 14"), pursuant to which all the Company's employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee's name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. l. Advances from customers: Advances from customers include primarily unearned amounts received in respect of sale and service contracts, but not yet recognized as revenues and therefore are classified as a liability. m. Fair value of financial instruments: ASC Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820"), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, short term deposits, trade receivables, trade payables and short-term loan approximate their fair value due to the short-term maturity of such instruments. The Company elected to measure some of the convertible loans under the fair value option (see note 4). Under the fair value option the convertible loans will be measured at fair value in each reporting period until they will be converted, with changes in the fair values being recognized in the Company's consolidated statement of operations as financial income or expense. The proceeds received for the issuance of the convertible loans were allocated at fair value conducted on an arm's-length basis. 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, net of discounts and debt issue costs $ - $ - $ 1,112 $ 1,112 Total liabilities $ - $ - $ 1,112 $ 1,112 Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 677 $ 677 Total liabilities $ - $ - $ 677 $ 677 n. Income Tax: The Company account for income taxes in accordance with ASC 740, "Income Taxes" which prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it not is more likely than not that a portion or all of the deferred tax assets will be realized. Based on ASC 740, a two-step approach is used to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2020,2019 and 2018, no liability for unrecognized tax positions has been recorded. Accordingly, no interest or penalties related to uncertain tax positions are recorded, either. It is the Company's policy that any interest or penalties associated with unrecognized tax positions would be reflected in income tax expense. o. Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of Ordinary shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of Ordinary shares, to the extent dilutive, all in accordance with ASC No. 260, "Earning Per Share". For the years ended December 31, 2020, 2019 and for the three months ended December 31, 2018, all outstanding shares warrants have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. p. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 "Contingencies". A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2020, 2019 and 2018, the Company is not a party to any litigation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. q. Accounting for share-based payments: Share-based compensation arrangements with non-employee service providers are accounted for in accordance ASC 505-50 Equity-Based Payments to Non-Employees, using a fair value approach. For the years ended December 31, 2020, December 31, 2019 and the three months ended December 31, 2018 the Company recorded $43, $134 and $37 in share-based compensation, respectively. r. Recent accounting pronouncements: In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. Topic 326 was adopted by the Company on January 1, 2020. The adoption did not have a material impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and a beneficial conversion feature ("BCF"), and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS). ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The adoption of this standard is not expected to result in a material impact to the Company's financial statements. s. Reclassification: Certain financial statement data for prior years has been reclassified to conform to current year financial statement presentation. |
SHORT-TERM LOANS
SHORT-TERM LOANS | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
SHORT-TERM LOANS | NOTE 3:- SHORT-TERM LOANS a. During September 7, 2018, Eroll entered into a loan agreement with Cannabics in the amount of $350 that has a one-year defined term and bears no interest. As part of the agreement Cannabics were also entitled to 3.6% of the Company's shares of common stock, in return to services provided as part Reverse Merger. The liability and related interest expense is included in liabilities held for sale. b. On December 11, 2018, the Company received a loan from a lender in the principal amount of $1,000 (out of which $50 was directly transferred as finder fee), to be repaid in full at the end of 180 days, and bearing an annualized interest at the rate of 17.5%, up to a maximum amount of approximately $175 (the "December 2018 Loan"). The Company also granted the foregoing lender warrants to purchase 333,333 and 100,000 shares of common stock of the Company at an exercise price of $1.5 and $2 per share, respectively. The warrants were classified as shareholders' equity. The Company estimated the fair value of warrants in the amount of $581 using the Black-Scholes-Merton option pricing model using the following weighted average assumptions: December 11, Share Price $ 4.58 Dividend yield 0 % Risk-free interest rate 2.78 % Expected term (in years) 2 Volatility 126.23 % The Company accounted for the December 2018 Loan in accordance with ASC 470, Debt On June 19, 2019 the Company executed an amendment to the December 2018 Loan, according to which total debt was $1,175. The lender will exercise its 433,333 warrants pursuant to the original agreement for a total amount of $700, and the remaining debt of $475 will be paid in three equal monthly payments of $158,333 over the following three months. As of December 31, 2019, the loan was repaid in full. On August 15, 2019 the Company issued 433,333 Shares in respect of exercise of 433,333 warrants granted. During the year ended December 31, 2019 the Company recorded interest and financial expenses related to the loan in the amount of $800. c. On August 18, 2019, the Eroll received a loan in the principal amount of $311 (NIS1,100) (out of which $9 was deducted as a finders' fee), ("the August 2019 Loan"). The August 2019 Loan had a one-month term with a maturity date of September 19, 2019 (The "Maturity Date"), and bears interest at a monthly rate of 2%. In the event that Eroll does not repay the August 2019 Loan by the Maturity Date, the monthly interest rate increases to 5%. As of December 31, 2019, Errol did not repay the August 2019 Loan but gave the lender a 7 days notice therefore entered the 5% interest period. Accordingly, the liability and related interest for the year ended December 31, 2019 in the amount of $388 is included in Liabilities held for sale. d. On November 11, 2019, Eroll received a loan from a related party in the principal amount of approximately $286 (NIS 1,000) The principal amount shall bear no interest and was repayable in full at the lapse of 90 days from the loan date. The loan was never repaid and a claim was never submitted by the related party. Accordingly, the liability and related interest for the year ended December 31, 2019 in the amount of $289 is included as a gain in Loss from discontinued operations. |
CONVERTIBLE LOANS
CONVERTIBLE LOANS | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOANS | NOTE 4:- CONVERTIBLE LOANS a. On June 6, 2018, Eroll entered into a convertible loan agreement (the "June 2018 Loan Agreement") with a third party (the "June 2018 Lender"), in a total amount of $500 (the "June 2018 Loan"). The June 2018 Loan bears interest at a monthly rate of 2%, for a period of one year. To the extent that Eroll merges with public company, the June 2018 Lender has the right to convert the June 2018 Loan and interest into equity securities of the public company, at a price per share equal to the lower of (i) a valuation of the Company of $15,000, or (ii) the fair market value of the Company as shall be evaluated as of the Company's first raising via equity issuance. According ASC 470 the Company did not record a BCF. With respect to convertible loan since the contingent BCF shall not be recognized in earnings until the contingency is resolved. On March 5, 2019, the June 2018 Loan was converted into 500,000 Shares. During the year ended December 31, 2019, the Company recorded an interest expenses in the total amount of $10. b. During July 2018, Eroll entered into a convertible loan agreement (the "July 2018 Agreement") with a third party (the "July 2018 Lender"), in a total amount of $250 (the "July 2018 Loan"). The July 2018 Loan bears interest at a monthly rate of 2%, for a period of one year. Pursuant to the terms of the July 2018 Agreement, to the extent that Eroll merges with a public company the July 2018 Lender has the right to convert the July 2018 Loan and interest into equity securities of the public Company, at a price per share equals to the lower of (i) a valuation of the Company of $25,000, or (ii) the fair market value of the Company as shall be evaluated as of the Company's first raising via equity issuance. If the future event will not occur, Eroll shall pay the loan and interest within one year from the closing date. According to ASC 470 the Company did not record a BCF with respect to July Loan since the contingent BCF shall not be recognized in earnings until the contingency is resolved. During the year ended December 31, 2019, the Company recorded an interest expenses in the total amount of $4. On April 10, 2019, the July 2018 Loan was converted into 150,000 Shares. c. On August 10, 2018, Eroll entered into a convertible loan agreement with Cannabics Pharmaceuticals Inc. ("Cannabics"), a U.S. public company and one of the Company's shareholders, which was amended on September 12, 2018 (the "Cannabics Loan Agreement"). The Cannabics Loan Agreement is comprised of three parts, as follows: (i) Convertible loan, (ii) warrants, and (iii) royalties. (i) Convertible Loan ("Cannabics Convertible Loan") Cannabics was obligated to invest up to $2,000 in Eroll as follows: (i) $500 upon execution of the Cannabics Loan Agreement ("First Tranche"), (ii) $500 within 90 days and (iii) $1,000 (the "Third Tranche"), 90 days following that. Following the investment of the Third Tranche, the Company shall issue Cannabics an amount of shares such that Cannabics shall hold 10% of the outstanding shares on a fully-diluted basis of the Company. On August 13, 2018, the Company received $500 and on September 26, 2018, the Company received the Second $500. On November 6, 2018 and December 10, 2018, the Company received the Third Tranche ($1,000). The Company accounted for the Cannabics Loan in accordance with ASC 470-20, Debt with conversion and other Options. According to ASC 470-20-30-8, since the intrinsic value of the BCF exceeds the entire proceeds of the loan, the Company allocated the entire proceeds of $250 related to the convertible loan to the BCF as additional paid in capital. On September 27, 2018 the First Tranche was converted into 1,500,000 Shares. On January 15, 2019, the Third Tranche was converted into 770,397 Shares. As a result, the Company recorded financial expenses related to the loan in the amount of $942 which are included in discontinued operations. (ii) Warrants In addition, according to the Cannabics Loan Agreement, Cannabics shall issue to the Company 1,000,000 warrants with an exercise price of $2 per share, of the Cannabics shares, for a period of 12 months. The warrants were issued on August 14, 2018. The warrants were classified as an asset and are evaluated every report date. During the year ended December 31, 2019 the Company recorded expenses due to the change in fair value of the warrant in the amount of $1. As of December 31, 2020, December 31, 2019, and December 31, 2018 the warrants fair value amount was $nil and $1, respectively. (iii) Royalties Eroll shall pay to Cannabics royalties in an amount equal to a percentage of the Eroll's revenues commencing from January 2019 of between 2.5% - 5%, subject to certain conditions. Notwithstanding the above, for the first year following the Cannabics Loan Agreement closing date, Eroll shall pay Cannabics minimum royalties of not less than $500. In the event the Cannabics Loan is converted into shares, the aggregate royalties to be paid will not be greater than $8,000. Eroll recorded a provision for royalties in a total amount of $500 which is included in the ended December 31, 2019, included Liabilities held for Sale. d. On December 3, 2018, the Company received a convertible loan from third party (the "December 2018 Lender") the loan has two year term, in the principal amount of $550 which bears 10% annual interest rate (out of which $50 was directly transferred as finder fee) ("December 2018 Loan"). The Company at its option shall have the right to redeem, in part or in whole, outstanding principal and interest under prior to the maturity date. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding principal amount being redeemed plus outstanding and accrued interest. The December 2018 Lender shall be entitled to convert at its option any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of common stock, at the lower of the fixed conversion price then in effect or the market conversion price. The number shares of common stock issuable upon conversion of any conversion amount shall be determined by dividing (x) such conversion amount by (y) the fixed conversion price of $1.2 or (z) 80% of the lowest the volume-weighted average price of the Company's shares of common stock during the 10 trading days immediately preceding the conversion date. The Company accounted for the convertible loan in accordance with ASC 470-20, Debt with conversion and other Options. According to ASC 470-20-30-8, since the intrinsic value of the BCF exceeds the entire proceeds of the loan, the Company allocated the entire proceeds to the BCF as additional paid in capital. On April 3, 2019, the December 2018 Loan and the accrued interest in the amount of $568 were converted to 473,025 Shares. During the year ended December 31, 2019, the Company recorded interest and financial expenses related to the December 2018 Loan in the amount of $543. e. On February 21, 2019, the Company received a convertible loan from third party ("February 2019 Lender"), the loan has two year term, in the principal amount of $550 which bears 10% annual interest rate out of which $50 was directly transferred as finder fee ("February 2019 Loan"). The Company at its option shall have the right to redeem, in part or in whole, outstanding principal amount and interest under this loan agreement prior to the maturity date. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding principal amount being redeemed plus outstanding and accrued interest. The February 2019 Lender shall be entitled to convert at its option any portion of the outstanding and unpaid principal or accrued interest into fully paid and nonassessable of shares of common stock, at the lower of the fixed conversion price then in effect or the market conversion price. The number of shares of common stock issuable upon conversion of any conversion amount shall be determined by dividing (x) such conversion amount by (y) the fixed conversion price of $2 or (z) 80% of the lowest the volume-weighted average price of the Company's shares of common stock during the 10 trading days immediately preceding the conversion date. The Company also granted the February 2019 Lender a warrant to purchase 137,500 shares of common stock of the Company at an exercise price of $2 per share, such exercise price is subject to any future price-based anti-dilution adjustments. As the Company early adopted ASU 2017-11 the warrants were classified in shareholders equity. The Company estimated the fair value of warrants using the Black-Scholes-Merton option pricing model using the following weighted average assumptions: February 21, Share Price $ 2.35 Dividend yield 0 % Risk-free interest rate 2.49 % Expected term (in years) 3 Volatility 123.90 % The fair value of the warrants granted was $242. The Company accounted for the February 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. The intrinsic value of the BCF was calculated and the Company allocated $550 to the BCF as additional paid in capital. During the year ended December 31, 2020, a portion of the February 2019 Loan in the amount of $190 and $87 accrued interest was converted into 10,455,212 Shares. During the year ended December 31, 2020 and 2019, the Company recorded interest and financial expenses related to February 2019 Loan in the amount of $343 and $527, respectively. f. On October 15, 2019, the Company received a convertible loan from a third party ("October 2019 Lender") in the principal amount of $1,100 that bears an annual 10% interest rate ("October 2019 Loan"). The October 2019 Loan has a two year term. Prior to the maturity date of the October 2019 Loan, the Company, at its option, has the right to redeem, in cash, in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the volume-weighted average price of the Company's ordinary shares is less than $1.25 and (ii) there is no equity condition failures as defined therein. In the event that the Company wishes to redeem any amount under the convertible loan, the Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed in addition to outstanding and accrued interest. The October 2019 Lender shall be entitled to convert the principal loan and the outstanding interest (the "Conversion Amount") into such number of ordinary shares determined by dividing (x) such Conversion Amount by (y) the fixed conversion price of $1.25 or (z) 80% of the lowest the volume-weighted average price of the Company's ordinary shares during the 10 trading days immediately preceding the conversion date. The Company also granted the October 2019 Lender a warrant to purchase 440,000 shares of common stock of the Company at an exercise price of $1.25 per share, such exercise price is subject to any future price-based anti-dilution adjustments. As the Company early adopted ASU 2017-11 the warrants were classified in shareholders equity. The Company estimated the fair value of warrants using the Black-Scholes-Merton option pricing model using the following weighted average assumptions: October 15, Share price $ 1.00 Dividend yield 0 % Risk-free interest rate 1.59 % Expected term (in years) 5 Volatility 172.66 % The fair value of the warrants granted was $414. The Company accounted for the October 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. The intrinsic value of the BCF was calculated and valued at $1,322, and the Company allocated $1,322 to the BCF as a liability. As of December 31, 2020 and December 31, 2019, the BCF was revalued at $610 and $676, accordingly. The Company estimated the fair value of BCF using the Monte Carlo option pricing model using the following weighted average assumptions: October 15, December 31, December 31, Share price $ 1.00 $ 0.11 $ 0.15 Dividend yield 0 % 0 % 0 % Risk-free interest rate 1.61 % 1.58 % 0.1 % Expected term (in years) 2 1.79 0.79 Volatility 155.58 % 158.99 % 133.48 % During the year ended December 31, 2020 and 2019, the Company recorded interest and financial expenses related to October 2019 Loan in the amount of $594 and $127, respectively. g. On October 14, 2019, the Company entered into a binding Memorandum of Understanding (the "MOU") with Spanky's Clothing Inc. ("Spanky's Clothing"), a company affiliated with Mr. Calvin Cordozar Broadus Jr., professionally known as "Snoop Dogg" ("Snoop Dogg"), with respect to services that Snoop Dogg was to provide to the Company as its brand ambassador for a period of six months. In return, the Company was to (i) pay Snoop Dogg and/or his affiliates aggregate cash payments of $1,000 over the term of the MOU, (ii) pay expenses related to the Company sponsored VIP event and the marketing and personal services provided by Snoop Dogg and a marketing budget for the Company's product, and (iii) issue to Snoop Dogg and/or his affiliates convertible debentures (the "Debentures") with an aggregate original principal amount of $1,400, half of which were to be issued upon signing of the MOU ("First MOU Debenture"), and the remainder were to be issued on or before the date that is six (6) months following the signing of the MOU. The Debentures are unsecured, have a maturity date six months from the month following the signing of the respective Debenture, bear no interest and may be converted, at the election of the holder, into Shares at a conversion price of the lesser of (x) $1.40 per share, or (y) the closing bid price of the Company's common stock on the trading day immediately preceding the date of the applicable notice of conversion. The Debentures contain anti-dilution protection during the period which the Debentures are outstanding, for decrease in share price and additional issuances, to maintain the aggregate percentage of equity holdings of the holders of all Debentures at 4.99%. The First MOU Debenture was issued upon signing that MOU and recorded as a short-term loan as of December 31, 2019. In addition, during the year ended December 31, 2019, the Company paid $550 of the $1,000. During the second quarter of 2020, the First MOU Debenture expired without being converted to Shares and the Company recorded a gain on liquidation of subsidiary of debt in the Consolidated Statement of Operations in the amount of $700 during the year ended December 31, 2020. As of the date of this report, there are no further obligations of the Company under the MOU. h. On August 7, 2020 and August 11, 2020, the Company received two convertible loans from two third parties ("August 2020 Lenders") in the aggregate amount of $300 (the "August 2020 Loan"). Per the terms of the Agreements, the August 2020 Loans have a maturity date of August 7, 2022 and August 11, 2020 ("Maturity Date") and accrue annual interest at a rate of 10% The August 2020 Loans are convertible by the August 2020 Lenders into Shares, at their discretion, at the lower of a fixed price of $0.102 (the "Fixed Conversion Price") or 80% of the lowest volume weighted average price ("VWAP") of the Company's common stock during the 10 trading days immediately preceding the conversion date (the "Market Conversion Price"). The Company also granted the August 2020 Investors warrants to purchase 750,000 shares of common stock of the Company at an exercise price of $0.20 per share, such exercise price is subject to any future price-based anti-dilution adjustments. Accordance with ASU 2017-11 the warrants were classified in shareholders equity. The Company estimated the fair value of warrants using the Black-Scholes-Merton option pricing model using the following weighted average assumptions: August Share price $ 0.086 Dividend yield 0 % Risk-free interest rate 0.21 % Expected term (in years) 5 Volatility 176.96 % The fair value of the warrants granted was $53. The Company accounted for the August 2020 Loan in accordance with ASC 470-20, Debt with conversion and other Options. The combined intrinsic value of the BCF for the August 2020 Loan was calculated and valued at $378, and the Company allocated $378 to the BCF as a liability. As of December 31, 2020, the BCF was revalued at $502. The Company estimated the fair value of BCF using the Monte Carlo option pricing model using the following weighted average assumptions: August December 31, Share price $ 0.086 $ 0.15 Dividend yield 0 0 % Risk-free interest rate 0.11 % 0.12 % Expected term (in years) 2 1.58 Volatility 164.04 % 142.65 % During the year ended December 31, 2020, the Company recorded interest and financial expenses related to August 2020 Lenders in the amount of $327. i. During November 2020 through to December 31, 2020, the Company received $425 from third party investors from the issuance of convertible promissory notes in respect thereof ("Promissory Notes"). The Promissory Notes bear no interest, are convertible into Shares based on a fixed conversion price of $0.10 per share and mature between 6 and 24 months from the issuance date. Pursuant to Promissory Notes one of the investors received warrants to purchase 330,000 Shares at an exercise price of $0.15 for a period of one year. The Company estimated the fair value of warrants using the Black-Scholes-Merton option pricing model using the following weighted average assumptions: December 17, Share price $ 0.19 Dividend yield 0 % Risk-free interest rate 0.1 % Expected term (in years) 2 Volatility 176 % The fair value of the warrants granted was $41, is included in the warrants as additional paid in capital. The Company accounted for the Promissory Notes in accordance with ASC 470-20, Debt with conversion and other Options. The intrinsic value of the BCF was calculated and the Company allocated $425 to the BCF as additional paid in capital. During the year ended December 31, 2020, the Company recorded interest and financial expenses related to Promissory Notes in the amount of $65. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 5:- SHAREHOLDERS' EQUITY a. As of December 31, 2020, 2019, and 2018, the Company's share capital is composed as follows: December 31, December 31, December 31, Authorized Issued and outstanding Issued and Issued and Authorized Issued and outstanding Number of shares Shares of common stock of $0.0001 par value each "Shares" 500,000,000 31,665,566 500,000,000 20,535,354 500,000,000 16,198,578 Each Ordinary share is entitled to receive dividend, participate in the distribution of the Company's net assets upon liquidation and to receive notices of participate and vote (at one vote per share) at the general meetings of the Company on any matter upon which the general meeting is authorized. b. Issuance of shares: 1. On October 23, 2018 the Company converted a loan in the amount of $250 to 250,000 Shares with $0.0001 par value with a fair value of $208. 2. On October 23, 2018 the Company converted a loan in the amount of $100 to 99,338 Shares with $0.0001 par value. 3. On December 10, 2018 the Company issued 51,570 Shares with $0.0001 par value to a new investor, for a total amount of $67. 4. On December 11, 2018 the Company issued 2,500 Shares with $0.0001 par value to 25 of its employees, each employee was entitled for 100 shares. As a result, the Company recorded expenses in the amount of $12. 5. On December 23, 2018, the Company issued 25,000 Shares with $0.0001 par value to one of its consultants, the fair value of the services received are $25. 6. On December 23, 2018, the Company issued 770,170 Shares to Cannabics as part of the Second Loan transfer with a relative fair value of $250. 7. On January 15, 2019 the Company converted a loan in the amount of $1,000 to 770,397 Shares 8. On January 28, 2019 the Company issued 50,000 Shares to one of its consultants, in exchange for services rendered whose fair value was $47. 9. On March 5, 2019, the Company converted a loan in the amount of $500 to 500,000 Shares. 10. On April 3, 2019, the Company converted a loan received on December 3, 2018, to 473,025 Shares. 11. On April 10, 2019, the Company converted a loan received on July 18, 2018, to 150,000 Shares. 12. On April 11, 2019 the Company issued 1,493,908 Shares to 26 investors as part of investment round in a private placement in a total amount of $4,107. The Company also issued 11,236 Shares to broker involved in the investment round, and the Company recorded an expense in a total amount $32. 13. On March 11, 2019, the company signed agreement with new investor for a total consideration of $216, accordingly, on April 11, 2019, the Company issued 120,000 Shares. The Company also granted the investor warrants to purchase 70,000 Shares at a price of $3 per share for a period of 24 months. 14. On March 11, 2019, the company signed agreement with new investor for a total consideration of $100, accordingly, on April 11, 2019, the Company issued 66,667 Shares. 15. On March 12, 2019, the Company signed agreement with an investor pursuant to which, on April 11, 2019, the Company issued 140,000 Shares for a total consideration of $252. The Company also granted the investor warrants to purchase 70,000 Shares at a price of $3 per share for a period of 24 months. 16. On April 12, 2019, the Company issued 33,333 Shares, which were granted as part of a loan agreement received on December 11, 2018. 17. On August 15, 2019, the company issued 433,333 shares in respect of exercise of 433,333 warrants granted as part of the December 2018 Loan signed on December 11, 2018. 18. On November 11, 2019, the Company issued 75,000 shares in respect to 75,000 RSU's. 19. On November 15, 2019, Company issued 19,877 Share to an investor as a result of a rachet clause from a previous investment. 20. During the year ended December 31, 2020, a portion of the February 2019 Loan in the amount of $190 and accrued interest in the amount of $87 was converted into 10,455,212 Shares. 21. On December 23, 2020, the Company issued 600,000 shares in respect to the exercise of 600,000 RSU's. c. Warrants: A summary of warrant activity during the years ended December 31, 2020, 2019 and for the three months ended 2018 is as follows: Number Average Warrants outstanding at October 1, 2018 - $ - Granted 533,333 1.69 Exercised - - Forfeited/Cancelled - - Warrants outstanding at January 1, 2019 533,333 $ 1.69 Granted 1,050,833 1.67 Exercised 433,333 1.62 Forfeited/Cancelled - - Warrants outstanding at December 31, 20219 1,150,833 $ 1.69 Granted 1,080,000 $ 0.18 Exercised - - Forfeited/Cancelled (100,000 ) 2.00 Warrants outstanding at December 31, 2020 2,130,833 $ 0.81 The following warrant issues took place during the years ended December 31, 2020, 2019 and the three months ended December 31, 2018 and are outstanding as of December 31, 2020: Issuance date Warrants Exercise Warrants Expiry date February 21, 2019 137,500 $ 2.00 137,500 February 21, 2022 March 11, 2019 70,000 $ 3.00 70,000 March 11, 2021 March 11, 2019 333,333 $ 1.50 333,333 March 11, 2021 March 12, 2019 70,000 $ 3.00 70,000 March 12, 2021 October 15, 2019 440,000 $ 1.25 440,000 October 15, 2024 August 7, 2020 500,00 $ 0.20 500,000 August 7, 2025 August 11, 2020 250,00 $ 0.20 250,000 August 11, 2025 December 17, 2020 330,000 $ 0.15 330,000 December 17, 2021 2,130,833 2,130,833 d. Share option plans: On April 1, 2019, the Company's board of directors adopted the Seedo Corp. 2018 Share Options Plan (the "2018 Plan"). Awards granted under the 2018 Plan are subject to vesting schedules and unless determined otherwise by the administrator of the 2018 Plan, generally vest following a period of four years from the applicable vesting commencement date, such that the awards vest in four annual equal installments and/or generally vest following a period of one year from the applicable vesting commencement date, such that the awards vest in four quarterly equal installments. Subject to the discretion of the 2018 Plan administrator, if an award has not been exercised within seven years after the date of the grant, the award expires. (i) A summary of employee share options activity during the years ended December 31, 2020, 2019 and the three months ended December 31, 2018 is as follows: Number Average weighted exercise price Options outstanding at October 30, 2018 and December 31, 2018 Granted 1,635,880 $ 1.00 Exercised - - Forfeited (30,000 ) - Options outstanding at December 31, 2019 1,605,880 1.00 Granted (i) – (iv) 1,660,000 0.11 Exercised - - Forfeited (1,605,882 ) - Options outstanding at December 31, 2020 1,660,000 $ 0.11 Options exercisable at December 31, 2020 1,322,500 The following option issues took place during the years ended December 31, 2020 and 2019: i. On September 1, 2020, the Company, signed a contract with a consultant pursuance to which they were granted 150,000 options to purchase 150,000 shares at $0.07 per share, in 12 equal quarterly installments commencing from December 1, 2020. The options expire on September 1, 2025. The fair value of the stock options issued is $13 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.0835; exercise price - $0.07; expected life – 5 years; annualized volatility – 296%; dividend yield – 0%; risk free rate – 0.26%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $4. ii. On October 11, 2020, the Company granted a consultant 10,000 options to purchase 10,000 shares at a price of $0.30 per share. The options expire on March 11, 2021. The fair value of the stock options issued is $1 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.06475; exercise price - $0.3; expected life – 1.07 years; annualized volatility – 285%; dividend yield – 0%; risk free rate – 0.27%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $nil. iii. On October 13, 2020, the Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 1,000,000 options to purchase 1,000,000 shares at $0.10 per share. 250,000 options vest immediately, and the remaining 750,000 vest in three equal amounts every six months thereafter. The options expire on October 13, 2023. The fair value of the stock options issued is $60 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.061; exercise price - $0.1; expected life – 3 years; annualized volatility – 286%; dividend yield – 0%; risk free rate – 0.31%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $27. iv. On November 3, 2020, the Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 500,000 options to purchase 500,000 shares. 250,000 options are exercisable at $0.10 per Share and 250,000 options are exercisable at $0.15 per share. The options vest quarterly over one year. The fair value of the stock options issued is $25 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.051; exercise price - $0.1 and $0.15; expected life – 4.93 years; annualized volatility – 278%; dividend yield – 0%; risk free rate – 0.39%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $9. e. Restricted Share Units: RSUs under the 2018 Plan may be granted upon such terms and conditions, no monetary payment (other than payments made for applicable taxes) shall be required as a condition of receiving the Company's shares pursuant to a grant of RSUs, and unless determined otherwise by the Company, the aggregate nominal value of such RSUs shall not be paid and the Company shall capitalize applicable profits or take any other action to ensure that it meets any requirement of applicable laws regarding issuance of shares for consideration that is lower than the nominal value of such shares. If, however, the Company's board of directors determines that the nominal value of the shares shall not be waived and shall be paid by the grantees, then it shall determine procedures for payment of such nominal value by the grantees or for collection of such amount from the grantees by the Company. Shares issued pursuant to any RSUs units may (but need not) be made subject to exercise conditions, as shall be established by the Company and set forth in the applicable notice of grant evidencing such award. During any restriction period in which shares acquired pursuant to an award of RSUs remain subject to exercise conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of unless otherwise provided in the 2018 Plan. Upon request by the Company, each grantee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares hereunder and the Company may place appropriate legends evidencing any such transfer restrictions on the relevant share certificates. A summary of RSU activity during the years ended December 31, 2020, 2019 and the three months ended December 31, 2018 is as follows: Number RSU outstanding at October 31, 2018 and December 31, 2018 Granted 1,023,450 Exercised - Forfeited (893,200 ) RSU outstanding at December 31, 2019 130,250 Granted (i) (ii) 1,035,000 Exercised (675,000 ) Forfeited - RSU's outstanding at December 31, 2020 490,250 RSU's exercisable at December 31, 2020 490,250 (i) On September 1, 2020, the Company, the Company granted the CFO 360,000 RSU's with an exercise price of nil. The RSU's vest quarterly over three years. The fair value of the RSU's at the date of the grant was $30. During the year ended December 31, 2020, the Company recorded share-based expenses related to the RSU's in the amount of $3. (ii) On November 24, 2020, The Company granted two directors 300,000 RSU's each, and one director 75,000 RSU's. All these RSU's vest immediately and have an exercise price of nil. The fair value of the RSU's at the date of the grant was $128. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2020 | |
Taxes On Income [Abstract] | |
TAXES ON INCOME | NOTE 6:- TAXES ON INCOME The Company's subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity. a. Corporate tax rates in U.S.: On December 22, 2017, the U.S. Tax Cuts and Jobs Act ("the TCJA") was signed into law, permanently lowering the corporate federal income tax rate from 35% to 21%, effective January 1, 2018. The company is subject to U.S. income tax laws. There are no significant provisions for U.S. federal, state or other taxes for any period. b. Corporate tax rates in Israel: The Israeli statutory corporate tax rate and real capital gains were 23% in 2018-2020. c. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows: December 31, 2020 2019 2018 Deferred tax assets: Carry forward tax losses $ 1,174 $ 2,380 $ 1,061 Net deferred tax asset before valuation allowance 1,174 2,380 1,061 Valuation allowance (1,174 ) (2,380 ) 1,061 Net deferred tax asset $ - $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2020, 2019 and 2018. d. Net operating carry-forward losses for tax purposes: As of December 31, 2020, the carry-forward losses amounting to approximately $5,600, which can be carried forward for an indefinite period. |
FINANCIAL EXPENSES, NET
FINANCIAL EXPENSES, NET | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
FINANCIAL EXPENSES, NET | NOTE 7:- FINANCIAL EXPENSES, NET Year ended Year ended Three months ended December 31, December 31, December 31, 2020 2019 2018 Bank commissions $ 4 $ - $ - Financial expenses related to revaluation of convertible component in convertible loans 435 677 - Financial expenses related to interest and revaluation of warrants 949 2,327 188 Foreign currency transactions and other - - $ 1,388 $ 3,004 $ 188 |
RELATED PARIES
RELATED PARIES | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARIES | NOTE 8:- RELATED PARIES a. The Company signed an agreement with the CFO, effective July 1, 2020, pursuant to which the CFO will received $3.5 per month. b. The Company signed an agreement with the CEO, effective November 1, 2020, pursuant to which the CEO will received $7.4 per month. c. On September 1, 2020, the Company, the Company granted the CFO 360,000 RSU's with an exercise price of nil. The RSU's vest quarterly over three years. d. On November 24, 2020, The Company granted two directors 300,000 RSU's each, and one director 75,000 RSU's. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9:- SUBSEQUENT EVENTS a. During January 2021 and February 2021, the Company continued to raise funds through the issuance of Promissory Notes in the amount of $430. b. In February 17, 2021, the Company granted two directors 250,000 restricted share units that vested immediately. c. On December 24, 2020, Saffron Tech, announced its intention to raise up to 5 million New Israeli Shekels ("NIS") (approximately $1.6 million) at a pre-money valuation of NIS 20 million (approximately $6.225 million) through the Israeli crowd funding platform – Pipelbiz "Crowd Funding Round"). Assuming the maximum amount is raised, the Company will own approximately 80% of the Saffron Tech. The Crowd Funding Round was closed on February 16, 2021 having raised the full amount |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of estimates | a. Use of estimates: The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Financial statements in U.S. dollars | b. Financial statements in U.S. dollars: The costs of the Company are denominated in United States dollars ("dollars"). Some of the costs are incurred in New Israeli Shekels (NIS), however the selling prices are linked to the Company's price list which is determined in dollars, the budget is managed in dollars, financing activities including loans and cash investments, are made in U.S. dollars and the Company's management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company's and its subsidiaries' functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with Accounting Standards Codification ("ASC") No. 830, "Foreign Currency Matters" at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period. At the end of each reporting period, financial assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the consolidated statements of operations as appropriate. |
Principles of consolidation | c. Principles of consolidation: The consolidated financial statements include the financial statements of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. |
Cash and cash equivalents | d. Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. |
Restricted bank deposit | e. Restricted bank deposit: Restricted bank deposit includes a deposit with maturities of more than three months and up to one year. The restricted bank deposit is presented at its cost, including accrued interest and is composed of guarantees in respect of the Company's credit card and manufacturing commitments. |
Inventories, net | f. Inventories, net: Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the Ordinary course of business less estimated costs of completion and estimated selling costs. |
Property and equipment | g. Property and equipment: 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, at the following annual rates: % Computers, Software and peripheral equipment 33% Mold & production Equipment 10% Office furniture and equipment 10% |
Impairment of long-lived assets | h. Impairment of long-lived assets: The Company's long-lived assets are reviewed for impairment in accordance with ASC No. 360, "Property, Plant and Equipment" whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2020, 2019, and for the three months ended 2018, no impairment losses have been recorded. |
Concentration of credit risks | i. Concentration of credit risks: Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and restricted bank deposit. Cash and cash equivalents and restricted bank deposit are invested in major banks in Israel and the United States. Such funds in the Israel may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company and its subsidiary' cash and cash equivalents have high credit ratings. The Company, have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Research and development expenses | j. Research and development expenses: Research and development costs are charged to the consolidated statement of operations as incurred. ASC 985-20, "Costs of Software to Be Sold, Leased, or Marketed", requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on the Company's product development process, technological feasibility is established upon the completion of a working model. The Company does not incur material costs between the completion of a working model and the point at which the products are ready for general release. Therefore, research and development costs are charged to the consolidated statement of operations as incurred. The Company did not capitalized expenses as of December 31, 2020. |
Severance pay | k. Severance pay: Eroll and Saffron Tech's liability for severance pay is pursuant to Section 14 of the Severance Compensation Act, 1963 ("Section 14"), pursuant to which all the Company's employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee's name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds. |
Advances from customers | l. Advances from customers: Advances from customers include primarily unearned amounts received in respect of sale and service contracts, but not yet recognized as revenues and therefore are classified as a liability. |
Fair value of financial instruments | m. Fair value of financial instruments: ASC Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820"), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, short term deposits, trade receivables, trade payables and short-term loan approximate their fair value due to the short-term maturity of such instruments. The Company elected to measure some of the convertible loans under the fair value option (see note 4). Under the fair value option the convertible loans will be measured at fair value in each reporting period until they will be converted, with changes in the fair values being recognized in the Company's consolidated statement of operations as financial income or expense. The proceeds received for the issuance of the convertible loans were allocated at fair value conducted on an arm's-length basis. 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, net of discounts and debt issue costs $ - $ - $ 1,112 $ 1,112 Total liabilities $ - $ - $ 1,112 $ 1,112 Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 677 $ 677 Total liabilities $ - $ - $ 677 $ 677 |
Income Tax | n. Income Tax: The Company account for income taxes in accordance with ASC 740, "Income Taxes" which prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it not is more likely than not that a portion or all of the deferred tax assets will be realized. Based on ASC 740, a two-step approach is used to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2020,2019 and 2018, no liability for unrecognized tax positions has been recorded. Accordingly, no interest or penalties related to uncertain tax positions are recorded, either. It is the Company's policy that any interest or penalties associated with unrecognized tax positions would be reflected in income tax expense. |
Basic and diluted net loss per share | o. Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of Ordinary shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of Ordinary shares, to the extent dilutive, all in accordance with ASC No. 260, "Earning Per Share". For the years ended December 31, 2020, 2019 and for the three months ended December 31, 2018, all outstanding shares warrants have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented. |
Legal and other contingencies | p. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450 "Contingencies". A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2020, 2019 and 2018, the Company is not a party to any litigation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Accounting for share-based payments | q. Accounting for share-based payments: Share-based compensation arrangements with non-employee service providers are accounted for in accordance ASC 505-50 Equity-Based Payments to Non-Employees, using a fair value approach. For the years ended December 31, 2020, December 31, 2019 and the three months ended December 31, 2018 the Company recorded $43, $134 and $37 in share-based compensation, respectively. |
Recent accounting pronouncements | r. Recent accounting pronouncements: In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. Topic 326 was adopted by the Company on January 1, 2020. The adoption did not have a material impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity's own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and a beneficial conversion feature ("BCF"), and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS). ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The adoption of this standard is not expected to result in a material impact to the Company's financial statements. |
Reclassification | s. Reclassification: Certain financial statement data for prior years has been reclassified to conform to current year financial statement presentation. |
GENERAL (Tables)
GENERAL (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
General [Abstract] | |
Schedule of liabilities held for sale | As of December 31, 2019 2018 Accounts payable and accrued liabilities $ 2,945 $ 861 Employees payable 2,194 757 Advances from customers 3,408 3,020 Short term loan 388 - Accounts payable – related party 850 850 Assets held for sale (892 ) (3,631 ) Total $ 8,893 $ 1,857 |
Schedule of loss from discontinued operations | Year ended Three months ended 2019 2018 Net revenue $ 703 $ - Operating expenses (13,808 ) (1,488 ) Interest expenses (196 ) (5 ) Loss from discontinued operations $ (13,301 ) $ (1,493 ) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | % Computers, Software and peripheral equipment 33% Mold & production Equipment 10% Office furniture and equipment 10% |
Schedule of financial assets and liabilities measured value recurring basis | Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 1,112 $ 1,112 Total liabilities $ - $ - $ 1,112 $ 1,112 Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 677 $ 677 Total liabilities $ - $ - $ 677 $ 677 |
SHORT-TERM LOANS (Tables)
SHORT-TERM LOANS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of fair value of warrants | December 11, Share Price $ 4.58 Dividend yield 0 % Risk-free interest rate 2.78 % Expected term (in years) 2 Volatility 126.23 % |
CONVERTIBLE LOANS (Tables)
CONVERTIBLE LOANS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
February 2019 Lender [Member] | |
Schedule of estimated fair value of warrants using black-scholes option pricing model | February 21, Share Price $ 2.35 Dividend yield 0 % Risk-free interest rate 2.49 % Expected term (in years) 3 Volatility 123.90 % |
October 2019 Lender [Member] | |
Schedule of estimated fair value of warrants using black-scholes option pricing model | October 15, Share price $ 1.00 Dividend yield 0 % Risk-free interest rate 1.59 % Expected term (in years) 5 Volatility 172.66 % |
October 2019 Loan [Member] | |
Schedule of estimated fair value of warrants using black-scholes option pricing model | October 15, December 31, December 31, Share price $ 1.00 $ 0.11 $ 0.15 Dividend yield 0 % 0 % 0 % Risk-free interest rate 1.61 % 1.58 % 0.1 % Expected term (in years) 2 1.79 0.79 Volatility 155.58 % 158.99 % 133.48 % |
August 2020 Investors [Member] | |
Schedule of estimated fair value of warrants using black-scholes option pricing model | August Share price $ 0.086 Dividend yield 0 % Risk-free interest rate 0.21 % Expected term (in years) 5 Volatility 176.96 % |
August 2020 Lenders [Member] | |
Schedule of estimated fair value of warrants using black-scholes option pricing model | August December 31, Share price $ 0.086 $ 0.15 Dividend yield 0 0 % Risk-free interest rate 0.11 % 0.12 % Expected term (in years) 2 1.58 Volatility 164.04 % 142.65 % |
Promissory Notes [Member] | |
Schedule of estimated fair value of warrants using black-scholes option pricing model | December 17, Share price $ 0.19 Dividend yield 0 % Risk-free interest rate 0.1 % Expected term (in years) 2 Volatility 176 % |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of equity | December 31, December 31, December 31, Authorized Issued and outstanding Issued and Issued and Authorized Issued and outstanding Number of shares Shares of common stock of $0.0001 par value each "Shares" 500,000,000 31,665,566 500,000,000 20,535,354 500,000,000 16,198,578 |
Schedule of a warrant activity | Number Average Warrants outstanding at October 1, 2018 - $ - Granted 533,333 1.69 Exercised - - Forfeited/Cancelled - - Warrants outstanding at January 1, 2019 533,333 $ 1.69 Granted 1,050,833 1.67 Exercised 433,333 1.62 Forfeited/Cancelled - - Warrants outstanding at December 31, 20219 1,150,833 $ 1.69 Granted 1,080,000 $ 0.18 Exercised - - Forfeited/Cancelled (100,000 ) 2.00 Warrants outstanding at December 31, 2020 2,130,833 $ 0.81 |
Schedule of shares and issuance of warrants | Issuance date Warrants Exercise Warrants Expiry date February 21, 2019 137,500 $ 2.00 137,500 February 21, 2022 March 11, 2019 70,000 $ 3.00 70,000 March 11, 2021 March 11, 2019 333,333 $ 1.50 333,333 March 11, 2021 March 12, 2019 70,000 $ 3.00 70,000 March 12, 2021 October 15, 2019 440,000 $ 1.25 440,000 October 15, 2024 August 7, 2020 500,00 $ 0.20 500,000 August 7, 2025 August 11, 2020 250,00 $ 0.20 250,000 August 11, 2025 December 17, 2020 330,000 $ 0.15 330,000 December 17, 2021 2,130,833 2,130,833 |
Schedule of employee share options activity | Number Average weighted exercise price Options outstanding at October 30, 2018 and December 31, 2018 Granted 1,635,880 $ 1.00 Exercised - - Forfeited (30,000 ) - Options outstanding at December 31, 2019 1,605,880 1.00 Granted (i) – (iv) 1,660,000 0.11 Exercised - - Forfeited (1,605,882 ) - Options outstanding at December 31, 2020 1,660,000 $ 0.11 Options exercisable at December 31, 2020 1,322,500 The following option issues took place during the years ended December 31, 2020 and 2019: i. On September 1, 2020, the Company, signed a contract with a consultant pursuance to which they were granted 150,000 options to purchase 150,000 shares at $0.07 per share, in 12 equal quarterly installments commencing from December 1, 2020. The options expire on September 1, 2025. The fair value of the stock options issued is $13 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.0835; exercise price - $0.07; expected life – 5 years; annualized volatility – 296%; dividend yield – 0%; risk free rate – 0.26%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $4. ii. On October 11, 2020, the Company granted a consultant 10,000 options to purchase 10,000 shares at a price of $0.30 per share. The options expire on March 11, 2021. The fair value of the stock options issued is $1 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.06475; exercise price - $0.3; expected life – 1.07 years; annualized volatility – 285%; dividend yield – 0%; risk free rate – 0.27%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $nil. iii. On October 13, 2020, the Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 1,000,000 options to purchase 1,000,000 shares at $0.10 per share. 250,000 options vest immediately, and the remaining 750,000 vest in three equal amounts every six months thereafter. The options expire on October 13, 2023. The fair value of the stock options issued is $60 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.061; exercise price - $0.1; expected life – 3 years; annualized volatility – 286%; dividend yield – 0%; risk free rate – 0.31%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $27. iv. On November 3, 2020, the Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 500,000 options to purchase 500,000 shares. 250,000 options are exercisable at $0.10 per Share and 250,000 options are exercisable at $0.15 per share. The options vest quarterly over one year. The fair value of the stock options issued is $25 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.051; exercise price - $0.1 and $0.15; expected life – 4.93 years; annualized volatility – 278%; dividend yield – 0%; risk free rate – 0.39%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $9. |
Schedule of employee RSUs activity | Number RSU outstanding at October 31, 2018 and December 31, 2018 Granted 1,023,450 Exercised - Forfeited (893,200 ) RSU outstanding at December 31, 2019 130,250 Granted (i) (ii) 1,035,000 Exercised (675,000 ) Forfeited - RSU's outstanding at December 31, 2020 490,250 RSU's exercisable at December 31, 2020 490,250 (i) On September 1, 2020, the Company, the Company granted the CFO 360,000 RSU's with an exercise price of nil. The RSU's vest quarterly over three years. The fair value of the RSU's at the date of the grant was $30. During the year ended December 31, 2020, the Company recorded share-based expenses related to the RSU's in the amount of $3. (ii) On November 24, 2020, The Company granted two directors 300,000 RSU's each, and one director 75,000 RSU's. All these RSU's vest immediately and have an exercise price of nil. The fair value of the RSU's at the date of the grant was $128. |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Taxes On Income Tables Abstract | |
Schedule of deferred tax assets | December 31, 2020 2019 2018 Deferred tax assets: Carry forward tax losses $ 1,174 $ 2,380 $ 1,061 Net deferred tax asset before valuation allowance 1,174 2,380 1,061 Valuation allowance (1,174 ) (2,380 ) 1,061 Net deferred tax asset $ - $ - $ - |
FINANCIAL EXPENSES, NET (Tables
FINANCIAL EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of financial expenses | Year ended Year ended Three months ended December 31, December 31, December 31, 2020 2019 2018 Bank commissions $ 4 $ - $ - Financial expenses related to revaluation of convertible component in convertible loans 435 677 - Financial expenses related to interest and revaluation of warrants 949 2,327 188 Foreign currency transactions and other - - $ 1,388 $ 3,004 $ 188 |
GENERAL (Details)
GENERAL (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
General [Abstract] | ||
Accounts payable and accrued liabilities | $ 2,945 | $ 861 |
Employees payable | 2,194 | 757 |
Advances from customers | 3,408 | 3,020 |
Short term loan | 388 | |
Accounts payable – related party | 850 | 850 |
Assets held for sale | (892) | (3,631) |
Total | $ 8,893 | $ 1,857 |
GENERAL (Details 1)
GENERAL (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
General [Abstract] | |||
Net revenue | $ 703 | ||
Operating expenses | (15,488) | (13,808) | |
Interest expenses | (5) | (196) | |
Loss from discontinued operations | $ (1,493) | $ (13,301) |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 11, 2019 | Dec. 31, 2018 | |
Ordinary shares, shares issued | 31,665,566 | 20,535,354 | 16,198,578 | |
Accumulated deficit | $ (17,458) | $ (25,100) | $ (8,522) | |
Operating cash flow | 316 | |||
Gain on liquidation | $ 9,593 | |||
Eroll [Member] | ||||
Non-assessable stocks | 12,073,500 | |||
Closing of transaction, shares | 15,000,000 | |||
Eroll [Member] | ||||
Ordinary shares, shares issued | 1,137 | |||
Ownership percentage | 12.60% | |||
Bridge Loan | $ 294,000 | $ 400,000 | ||
Subsidiary [Member] | ||||
Ownership percentage | 87.40% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Office furniture and equipment [Member] | |
Property plant annual rates | 10.00% |
Mold & production Equipment [Member] | |
Property plant annual rates | 10.00% |
Computers, Software and peripheral equipment [Member] | |
Property plant annual rates | 33.00% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | $ 1,112 | $ 677 |
Total liabilities | 1,112 | 677 |
Level 1 [Member] | ||
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | ||
Total liabilities | ||
Level 2 [Member] | ||
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | ||
Total liabilities | ||
Level 3 [Member] | ||
Liabilities: | ||
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | 1,112 | 677 |
Total liabilities | $ 1,112 | $ 677 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Severance pay deposit rate, description | Monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee's name with insurance companies. | ||
Share-based compensation | $ 37 | $ 171 | $ 134 |
Tax benefit, description | Tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. |
SHORT-TERM LOANS (Details)
SHORT-TERM LOANS (Details) - Short Term Loans [Member] | Dec. 31, 2018 |
Warrants term | 2 years |
Dividend yield [Member] | |
Warrants measurement input | 0.00% |
Risk-free interest rate [Member] | |
Warrants measurement input | 2.78% |
Volatility [Member] | |
Warrants measurement input | 126.23% |
Share Price [Member] | |
Warrants measurement input | 458.00% |
SHORT-TERM LOANS (Details Narra
SHORT-TERM LOANS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 11, 2019 | Oct. 15, 2019 | Aug. 18, 2019 | Aug. 15, 2019 | Jun. 19, 2019 | Sep. 07, 2018 | Oct. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Sep. 19, 2019 | Aug. 31, 2019 | Feb. 21, 2019 | Dec. 11, 2018 | Dec. 03, 2018 |
Shares issued | 75,000 | 100 | ||||||||||||||
Ordinary Shares, Shares Issued | 16,198,578 | 31,665,566 | 20,535,354 | |||||||||||||
Principal Amount | $ 286 | |||||||||||||||
Debt interest and financial expenses | $ 800 | |||||||||||||||
Linear daily basis maximum amount | $ 411 | |||||||||||||||
Interest amount | 388 | |||||||||||||||
BCF additional paid in capital | 307 | 277 | 2,300 | |||||||||||||
Consideration of convertible loan | $ 750 | $ 425 | 550 | |||||||||||||
Eroll [Member] | ||||||||||||||||
Ordinary Shares, Shares Issued | 1,137 | |||||||||||||||
Interest amount | 289 | |||||||||||||||
Loan amount | $ 350 | |||||||||||||||
Common stock shares, percentage | 3.60% | |||||||||||||||
ILS [Member] | ||||||||||||||||
Principal Amount | $ 1 | |||||||||||||||
Agreements Amendment [Member] | ||||||||||||||||
Purchase warrants | 433,333 | 433,333 | ||||||||||||||
Write-off of derivative per month | $ 158,333 | |||||||||||||||
Principal Amount | 1,175 | |||||||||||||||
Original amount | 700 | |||||||||||||||
Balance debt payable | $ 475 | |||||||||||||||
Agreements Amendment [Member] | Warrant [Member] | ||||||||||||||||
Shares issued | 433,333 | |||||||||||||||
Lenders [Member] | ||||||||||||||||
Purchase warrants | 440,000 | 137,500 | ||||||||||||||
Exercise price | $ 1.25 | $ 2 | ||||||||||||||
Principal Amount | $ 1,100 | $ 311 | $ 350 | $ 1,000 | ||||||||||||
Finder fee | $ 9 | $ 50 | $ 50 | |||||||||||||
Maturity date | 2 years | 1 month | ||||||||||||||
Interest rate | 10.00% | 2.00% | 5.00% | 10.00% | 17.50% | |||||||||||
Debt interest and financial expenses | $ 10 | 4 | ||||||||||||||
Linear daily basis maximum amount | $ 550 | $ 175 | ||||||||||||||
Lenders [Member] | Maximum [Member] | ||||||||||||||||
Purchase warrants | 333,333 | |||||||||||||||
Exercise price | $ 1.5 | |||||||||||||||
Lenders [Member] | Minimum [Member] | ||||||||||||||||
Purchase warrants | 100,000 | |||||||||||||||
Exercise price | $ 2 | |||||||||||||||
Lenders [Member] | ILS [Member] | ||||||||||||||||
Principal Amount | $ 11 | |||||||||||||||
Lenders [Member] | Eroll [Member] | ||||||||||||||||
Principal Amount | $ 100 | |||||||||||||||
Interest rate | 1.00% |
CONVERTIBLE LOANS (Details)
CONVERTIBLE LOANS (Details) - $ / shares | Oct. 15, 2019 | Aug. 31, 2020 | Feb. 28, 2019 | Dec. 31, 2020 | Dec. 17, 2020 | Dec. 31, 2019 |
February 2019 Lender [Member] | ||||||
SharePrice | $ 2.35 | |||||
Dividend yield | 0.00% | |||||
Risk-free interest rate | 2.49% | |||||
Expected term (in years) | 3 years | |||||
Volatility | 123.90% | |||||
October 2019 Lender [Member] | ||||||
SharePrice | $ 1 | |||||
Dividend yield | 0.00% | |||||
Risk-free interest rate | 1.59% | |||||
Expected term (in years) | 5 years | |||||
Volatility | 172.66% | |||||
October 2019 Loan [Member] | ||||||
SharePrice | $ 1 | $ 0.15 | $ 0.11 | |||
Dividend yield | 0.00% | 0.00% | 0.00% | |||
Risk-free interest rate | 1.61% | 0.10% | 1.58% | |||
Expected term (in years) | 2 years | 9 months 14 days | 1 year 9 months 14 days | |||
Volatility | 155.58% | 133.48% | 158.99% | |||
August 2020 Lenders [Member] | ||||||
SharePrice | $ 0.086 | $ 0.15 | ||||
Dividend yield | 0.00% | 0.00% | ||||
Risk-free interest rate | 0.11% | 0.12% | ||||
Expected term (in years) | 2 years | 1 year 6 months 29 days | ||||
Volatility | 164.04% | 142.65% | ||||
Promissory Notes [Member] | ||||||
Dividend yield | 0.00% | |||||
Risk-free interest rate | 0.10% | |||||
Volatility | 176.00% | |||||
Promissory Notes [Member] | Minimum [Member] | ||||||
SharePrice | $ 0.15 | |||||
Expected term (in years) | 6 months | |||||
Promissory Notes [Member] | Maximum [Member] | ||||||
SharePrice | $ 0.29 | |||||
Expected term (in years) | 2 years | |||||
August 2020 Investors [Member] | ||||||
SharePrice | $ 0.086 | |||||
Dividend yield | 0.00% | |||||
Risk-free interest rate | 0.21% | |||||
Expected term (in years) | 5 years | |||||
Volatility | 176.96% |
CONVERTIBLE LOANS (Details Narr
CONVERTIBLE LOANS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2020 | Aug. 11, 2020 | Aug. 11, 2020 | Aug. 07, 2020 | Aug. 07, 2020 | Oct. 15, 2019 | Oct. 14, 2019 | Aug. 18, 2019 | Apr. 12, 2019 | Apr. 10, 2019 | Apr. 03, 2019 | Mar. 05, 2019 | Jan. 15, 2019 | Jan. 15, 2019 | Dec. 03, 2018 | Nov. 06, 2018 | Sep. 27, 2018 | Sep. 12, 2018 | Aug. 13, 2018 | Jun. 06, 2018 | Dec. 31, 2020 | Dec. 31, 2018 | Sep. 26, 2018 | Jul. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 11, 2019 | Oct. 31, 2019 | Aug. 31, 2019 | Aug. 15, 2019 | Feb. 21, 2019 | Dec. 23, 2018 | Dec. 11, 2018 | Dec. 10, 2018 | Oct. 28, 2018 | Sep. 07, 2018 | Aug. 10, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt amount | $ 286 | |||||||||||||||||||||||||||||||||||||||
Interest expense | $ 800 | |||||||||||||||||||||||||||||||||||||||
Conversion price | $ 2 | |||||||||||||||||||||||||||||||||||||||
Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Converted loan amount | $ 190 | |||||||||||||||||||||||||||||||||||||||
Short-term loan | $ 411 | $ 411 | ||||||||||||||||||||||||||||||||||||||
Cannabics Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants issued | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price | $ 2 | $ 2 | ||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 1 | |||||||||||||||||||||||||||||||||||||||
Warrants term | 12 months | 12 months | ||||||||||||||||||||||||||||||||||||||
Expenses due to change in fair value of warrant | $ 1 | |||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||
Warrants issued | 750,000 | |||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.20 | |||||||||||||||||||||||||||||||||||||||
Debentures description | The Company, at their discretion, at the lower of a fixed price of $0.102 (the "Fixed Conversion Price") or 80% of the lowest volume weighted average price ("VWAP") of the Company's common stock during the 10 trading days immediately preceding the conversion date (the "Market Conversion Price"). | The Company, at their discretion, at the lower of a fixed price of $0.102 (the "Fixed Conversion Price") or 80% of the lowest volume weighted average price ("VWAP") of the Company's common stock during the 10 trading days immediately preceding the conversion date (the "Market Conversion Price"). | ||||||||||||||||||||||||||||||||||||||
Fair value convertible loan | $ 300 | $ 300 | $ 300 | $ 300 | ||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 11, 2022 | Aug. 7, 2022 | ||||||||||||||||||||||||||||||||||||||
Convertible Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Percentage of shares outstanding | 10.00% | |||||||||||||||||||||||||||||||||||||||
Erolls Revenues [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Royalties, description | Notwithstanding the above, for the first year following the Cannabics Loan Agreement closing date, Eroll shall pay Cannabics minimum royalties of not less than $500. In the event the Cannabics Loan is converted into shares, the aggregate royalties to be paid will not be greater than $8,000. | |||||||||||||||||||||||||||||||||||||||
Provision for royalties | 500 | |||||||||||||||||||||||||||||||||||||||
Erolls Revenues [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Royalties percentage | 2.50% | |||||||||||||||||||||||||||||||||||||||
Erolls Revenues [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Royalties percentage | 5.00% | |||||||||||||||||||||||||||||||||||||||
Spanky's Clothing Inc. [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debentures description | (x) $1.40 per share, or (y) the closing bid price of the Company's common stock on the trading day immediately preceding the date of the applicable notice of conversion. The Debentures contain anti-dilution protection during the period which the Debentures are outstanding, for decrease in share price and additional issuances, to maintain the aggregate percentage of equity holdings of the holders of all Debentures at 4.99%. | |||||||||||||||||||||||||||||||||||||||
Gain from the extinguishment of debt | $ 700 | |||||||||||||||||||||||||||||||||||||||
Binding memorandum of understanding, description | With respect to services that Snoop Dogg was to provide to the Company as its brand ambassador for a period of six months. In return, the Company was to (i) pay Snoop Dogg and/or his affiliates aggregate cash payments of $1,000 over the term of the MOU, (ii) pay expenses related to the Company sponsored VIP event and the marketing and personal services provided by Snoop Dogg and a marketing budget for the Company's product, and (iii) issue to Snoop Dogg and/or his affiliates convertible debentures (the "Debentures") with an aggregate original principal amount of $1,400, half of which were to be issued upon signing of the MOU ("First MOU Debenture"), and the remainder were to be issued on or before the date that is six (6) months following the signing of the MOU. | |||||||||||||||||||||||||||||||||||||||
Short term loan outstanding | 1,000 | |||||||||||||||||||||||||||||||||||||||
Short term loan paid | 550 | |||||||||||||||||||||||||||||||||||||||
August 7 Lenders [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Revalued values of BCF | 502 | |||||||||||||||||||||||||||||||||||||||
Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 2.00% | |||||||||||||||||||||||||||||||||||||||
Interest expense | 10 | |||||||||||||||||||||||||||||||||||||||
Debt conversion, shares issued | 33,333 | 150,000 | 500,000 | 770,397 | 500,000 | |||||||||||||||||||||||||||||||||||
Conversion price | $ 677 | |||||||||||||||||||||||||||||||||||||||
Warrants issued | 433,333 | |||||||||||||||||||||||||||||||||||||||
Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||
Converted loan amount | $ 1,000 | $ 500 | $ 594 | 127 | ||||||||||||||||||||||||||||||||||||
Convertible loan agreement, description | The June 2018 Loan and interest into equity securities of the public company, at a price per share equal to the lower of (i) a valuation of the Company of $15,000, or (ii) the fair market value of the Company as shall be evaluated as of the Company’s first raising via equity issuance. According ASC 470 the Company did not record a BCF. | A portion of the February 2019 Loan in the amount of $190 was converted into 10,455,212 Shares. | ||||||||||||||||||||||||||||||||||||||
Gain from the extinguishment of debt | $ 700 | |||||||||||||||||||||||||||||||||||||||
Lenders [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt amount | $ 1,100 | $ 311 | $ 1,000 | $ 350 | ||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 2.00% | 5.00% | 10.00% | 17.50% | |||||||||||||||||||||||||||||||||||
Interest expense | 10 | 4 | ||||||||||||||||||||||||||||||||||||||
Loan term | 2 years | 1 month | ||||||||||||||||||||||||||||||||||||||
Debt conversion, shares issued value | $ 568 | |||||||||||||||||||||||||||||||||||||||
Debt conversion, shares issued | 150,000 | 473,025 | 150,000 | |||||||||||||||||||||||||||||||||||||
Conversion price | $ 1.25 | |||||||||||||||||||||||||||||||||||||||
Warrants issued | 440,000 | 137,500 | ||||||||||||||||||||||||||||||||||||||
Exercise price | $ 1.25 | $ 2 | ||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 53 | |||||||||||||||||||||||||||||||||||||||
Percentage of shares outstanding | 3.60% | |||||||||||||||||||||||||||||||||||||||
Percentage of redemption premium | 20.00% | |||||||||||||||||||||||||||||||||||||||
Finder fee | $ 9 | $ 50 | $ 50 | |||||||||||||||||||||||||||||||||||||
Debt interest and financial expenses | $ 543 | |||||||||||||||||||||||||||||||||||||||
Converted loan amount | $ 550 | |||||||||||||||||||||||||||||||||||||||
Lowest the volume-weighted average price | 80.00% | |||||||||||||||||||||||||||||||||||||||
Weighted average price | $ 1.25 | |||||||||||||||||||||||||||||||||||||||
Convertible loan agreement, description | Cannabics was obligated to invest up to $2,000 in Eroll as follows: (i) $500 upon execution of the Cannabics Loan Agreement ("First Tranche"), (ii) $500 within 90 days and (iii) $1,000 (the "Third Tranche"), 90 days following that. | Eroll entered into a convertible loan agreement (the “July 2018 Agreement”) with a third party (the “July 2018 Lender”), in a total amount of $250 (the “July 2018 Loan”). The July 2018 Loan bears interest at a monthly rate of 2%, for a period of one year. Pursuant to the terms of the July 2018 Agreement, to the extent that Eroll merges with a public company the July 2018 Lender has the right to convert the July 2018 Loan and interest into equity securities of the public Company, at a price per share equals to the lower of (i) a valuation of the Company of $25,000, or (ii) the fair market value of the Company as shall be evaluated as of the Company’s first raising via equity issuance. If the future event will not occur, Eroll shall pay the loan and interest within one year from the closing date. | The Debentures are unsecured, have a maturity date six months from the month following the signing of the respective Debenture, bear no interest and may be converted, at the election of the holder, into Shares at a conversion price of the lesser of (x) $1.40 per share, or (y) the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the applicable notice of conversion. The Debentures contain anti-dilution protection during the period which the Debentures are outstanding, for decrease in share price and additional issuances, to maintain the aggregate percentage of equity holdings of the holders of all Debentures at 4.99%. | The fixed conversion price of $1.2 or (z) 80% of the lowest the volume-weighted average price of the Company's shares of common stock during the 10 trading days immediately preceding the conversion date. | ||||||||||||||||||||||||||||||||||||
Interest and finance expenses | $ 343 | $ 527 | ||||||||||||||||||||||||||||||||||||||
Short-term loan | 550 | $ 175 | ||||||||||||||||||||||||||||||||||||||
Debenture issued | $ 1,000 | |||||||||||||||||||||||||||||||||||||||
Intrinsic value of the BCF | $ 378 | $ 378 | ||||||||||||||||||||||||||||||||||||||
Lenders [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants issued | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price | $ 2 | $ 2 | ||||||||||||||||||||||||||||||||||||||
Lenders [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants issued | 333,333 | 333,333 | ||||||||||||||||||||||||||||||||||||||
Exercise price | $ 1.5 | $ 1.5 | ||||||||||||||||||||||||||||||||||||||
December Lender [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Lowest the volume-weighted average price | 80.00% | |||||||||||||||||||||||||||||||||||||||
February Lender [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 2 | |||||||||||||||||||||||||||||||||||||||
Convertible Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, shares issued | 770,397 | 1,500,000 | ||||||||||||||||||||||||||||||||||||||
Converted loan amount | $ 1,000 | $ 500 | $ 1,000 | $ 500 | $ 250 | |||||||||||||||||||||||||||||||||||
Interest and finance expenses | $ 942 | |||||||||||||||||||||||||||||||||||||||
October 2019 Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest and finance expenses | $ 127 | |||||||||||||||||||||||||||||||||||||||
August 2020 Loan [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Interest and finance expenses | 327 | |||||||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt amount | $ 425 | $ 425 | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||||||||||||
Warrants issued | 330,000 | 330,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.15 | $ 0.15 | ||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 42 | $ 65 | ||||||||||||||||||||||||||||||||||||||
Warrants term | 1 year | 1 year | ||||||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Maturity term | 6 months | |||||||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Maturity term | 24 months |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 28, 2018 |
Equity [Abstract] | ||||
Common stock shares, authorized | 500,000,000 | 500,000,000 | 500,000,000 | |
Common stock shares issued | 31,665,566 | 20,535,354 | 16,198,578 | |
Common stock shares outstanding | 31,665,566 | 20,535,354 | 16,198,578 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
SHAREHOLDERS' EQUITY (Details 1
SHAREHOLDERS' EQUITY (Details 1) - $ / shares | 12 Months Ended | 15 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | |
Number of warrants | |||
Warrant outstanding at the beginning of the period | 1,150,833 | 533,333 | |
Warrants granted (see below) | 1,080,000 | 610,833 | |
Warrant exercised (5(b)(16)) | 433,333 | ||
Warrants Forfeited/Cancelled | (100,000) | ||
Warrants outstanding at the end of the period | 2,130,833 | 1,150,833 | 1,150,833 |
Average exercise price of warrants | |||
Warrant outstanding at the beginning of the period | $ 1.69 | $ 1.69 | |
Warrants granted (see below) | 0.18 | 1.67 | |
Warrant exercised (note 6(a) | 1.62 | ||
Warrants Forfeited/Cancelled | 2 | ||
Warrants outstanding at the end of the period | $ 0.81 | $ 1.69 | $ 1.69 |
SHAREHOLDERS' EQUITY (Details 2
SHAREHOLDERS' EQUITY (Details 2) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Warrants outstanding | 2,130,833 |
Warrants outstanding and exercisable | 2,130,833 |
February 21, 2019 [Member] | |
Warrants outstanding | 137,500 |
Exercise price per warrant | $ / shares | $ 2 |
Warrants outstanding and exercisable | 137,500 |
Expiry date | Feb. 21, 2022 |
March 11, 2019 [Member] | |
Warrants outstanding | 70,000 |
Exercise price per warrant | $ / shares | $ 3 |
Warrants outstanding and exercisable | 70,000 |
Expiry date | Mar. 11, 2021 |
March 11, 2019 [Member] | |
Warrants outstanding | 333,333 |
Exercise price per warrant | $ / shares | $ 1.50 |
Warrants outstanding and exercisable | 333,333 |
Expiry date | Mar. 11, 2021 |
March 12, 2019 [Member] | |
Warrants outstanding | 70,000 |
Exercise price per warrant | $ / shares | $ 3 |
Warrants outstanding and exercisable | 70,000 |
Expiry date | Mar. 12, 2021 |
October 15, 2019 [Member] | |
Warrants outstanding | 440,000 |
Exercise price per warrant | $ / shares | $ 1.25 |
Warrants outstanding and exercisable | 440,000 |
Expiry date | Oct. 15, 2024 |
August 7, 2020 [Member] | |
Warrants outstanding | 50,000 |
Exercise price per warrant | $ / shares | $ 0.20 |
Warrants outstanding and exercisable | 500,000 |
Expiry date | Aug. 7, 2025 |
August 11, 2020 [Member] | |
Warrants outstanding | 25,000 |
Exercise price per warrant | $ / shares | $ 0.20 |
Warrants outstanding and exercisable | 250,000 |
Expiry date | Aug. 11, 2025 |
December 17, 2020 [Member] | |
Warrants outstanding | 330,000 |
Exercise price per warrant | $ / shares | $ 0.15 |
Warrants outstanding and exercisable | 330,000 |
Expiry date | Dec. 17, 2021 |
SHAREHOLDERS' EQUITY (Details 3
SHAREHOLDERS' EQUITY (Details 3) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | ||||
Options outstanding at the beginning of the period | 1,605,880 | |||
Options granted | 1,660,000 | [1],[2],[3],[4] | 1,635,880 | |
Options exercised | ||||
Options forfeited | (1,605,882) | (30,000) | ||
Options outstanding at the end of the period | 1,660,000 | 1,605,880 | ||
Options exercisable at the end of the period | 1,322,500 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Average Exercise Price | ||||
Options outstanding at the beginning of the period | $ 1 | |||
Options granted | 0.11 | [1],[2],[3],[4] | 1 | |
Options exercised | ||||
Options forfeited | ||||
Options outstanding at the end of the period | $ 0.11 | $ 1 | ||
[1] | On November 3, 2020, the Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 500,000 options to purchase 500,000 shares. 250,000 options are exercisable at $0.10 per Share and 250,000 options are exercisable at $0.15 per share. The options vest quarterly over one year. The fair value of the stock options issued is $25 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.051; exercise price - $0.1 and $0.15; expected life - 4.93 years; annualized volatility - 278%; dividend yield - 0%; risk free rate - 0.39%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $9. | |||
[2] | On October 11, 2020, the Company granted a consultant 10,000 options to purchase 10,000 shares at a price of $0.30 per share. The options expire on March 11, 2021. The fair value of the stock options issued is $1 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.06475; exercise price - $0.3; expected life - 1.07 years; annualized volatility - 285%; dividend yield - 0%; risk free rate - 0.27%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $nil. | |||
[3] | On October 13, 2020, the Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 1,000,000 options to purchase 1,000,000 shares at $0.10 per share. 250,000 options vest immediately, and the remaining 750,000 vest in three equal amounts every six months thereafter. The options expire on October 13, 2023. The fair value of the stock options issued is $60 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.061; exercise price - $0.1; expected life - 3 years; annualized volatility - 286%; dividend yield - 0%; risk free rate - 0.31%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $27. | |||
[4] | On September 1, 2020, the Company, signed a contract with a consultant pursuance to which they were granted 150,000 options to purchase 150,000 shares at $0.07 per share, in 12 equal quarterly installments commencing from December 1, 2020. The options expire on September 1, 2025. The fair value of the stock options issued is $13 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.0835; exercise price - $0.07; expected life - 5 years; annualized volatility - 296%; dividend yield - 0%; risk free rate - 0.26%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $4. |
SHAREHOLDERS' EQUITY (Details 4
SHAREHOLDERS' EQUITY (Details 4) - RSU [Member] - shares | 1 Months Ended | 12 Months Ended | |||
Dec. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Number of Shares | |||||
RSU's outstanding at the beginning of the period | 130,250 | ||||
RSUs granted | 600,000 | 1,035,000 | [1],[2] | 1,023,450 | |
RSUs exercised | (675,000) | ||||
RSUs forfeited | (893,200) | ||||
RSU's outstanding at the end of the period | 490,250 | 130,250 | |||
RSU's exercisable at end of the period | 490,250 | ||||
[1] | On November 24, 2020, The Company granted two directors 300,000 RSU's each, and one director 75,000 RSU's. All these RSU's vest immediately and have an exercise price of nil. The fair value of the RSU's at the date of the grant was $128. | ||||
[2] | On September 1, 2020, the Company, the Company granted the CFO 360,000 RSU's with an exercise price of nil. The RSU's vest quarterly over three years. The fair value of the RSU's at the date of the grant was $30. |
SHAREHOLDERS' EQUITY (Details N
SHAREHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 24, 2020 | Nov. 03, 2020 | Oct. 13, 2020 | Oct. 11, 2020 | Sep. 01, 2020 | Nov. 15, 2019 | Nov. 11, 2019 | Aug. 15, 2019 | Apr. 12, 2019 | Apr. 11, 2019 | Apr. 10, 2019 | Apr. 03, 2019 | Mar. 12, 2019 | Mar. 11, 2019 | Mar. 05, 2019 | Jan. 28, 2019 | Jan. 15, 2019 | Dec. 11, 2018 | Dec. 10, 2018 | Dec. 03, 2018 | Sep. 02, 2018 | Jun. 06, 2018 | Dec. 23, 2020 | Feb. 28, 2019 | Dec. 23, 2018 | Oct. 28, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2019 | Oct. 15, 2019 | Aug. 31, 2019 | Aug. 18, 2019 | Feb. 21, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 75,000 | 100 | ||||||||||||||||||||||||||||||||||||
Restricted shares unit | 75,000 | |||||||||||||||||||||||||||||||||||||
Conversion of convertible loan, shares | 99,338 | |||||||||||||||||||||||||||||||||||||
Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||
Issuance of shares, value | $ 317 | $ 4,404 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance | $ 100 | 317 | 4,404 | |||||||||||||||||||||||||||||||||||
Converted loan amount | $ 190 | |||||||||||||||||||||||||||||||||||||
Convertible loan description | The Company signed agreement with an investor pursuant to which, on April 11, 2019, the Company issued 140,000 Shares for a total consideration of $252. The Company also granted the investor warrants to purchase 70,000 Shares at a price of $3 per share for a period of 24 months. | The company signed agreement with new investor for a total consideration of $216, accordingly, on April 11, 2019, the Company issued 120,000 Shares. The Company also granted the investor warrants to purchase 70,000 Shares at a price of $3 per share for a period of 24 months. | The Company also granted the February 2019 Lender a warrant to purchase 137,500 shares of common stock of the Company at an exercise price of $2 per share, such exercise price is subject to any future price-based anti-dilution adjustments. As the Company early adopted ASU 2017-11 the warrants were classified in shareholders equity. | A portion of the February 2019 Loan in the amount of $190 and accrued interest in the amount of $87 was converted into 10,455,212 Shares. | ||||||||||||||||||||||||||||||||||
Share-based expenses | $ 37 | $ 171 | $ 134 | |||||||||||||||||||||||||||||||||||
Option [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase ordinary shares | 500,000 | 1,000,000 | 10,000 | 150,000 | ||||||||||||||||||||||||||||||||||
Warrant to purchase ordinary shares, price per share | $ 0.10 | $ 0.30 | $ 0.07 | |||||||||||||||||||||||||||||||||||
Number of options granted | 500,000 | 1,000,000 | 10,000 | 150,000 | ||||||||||||||||||||||||||||||||||
Options expire date | Oct. 13, 2023 | Mar. 11, 2021 | Sep. 1, 2025 | |||||||||||||||||||||||||||||||||||
Share price | $ 0.051 | $ 0.061 | $ 0.06475 | $ 0.0835 | ||||||||||||||||||||||||||||||||||
Fair value of stock options | $ 25 | $ 60 | $ 1 | $ 13 | ||||||||||||||||||||||||||||||||||
Exercise price | $ 0.1 | $ 0.3 | $ 0.07 | |||||||||||||||||||||||||||||||||||
Maturity term | 4 years 11 months 4 days | 3 years | 1 year 26 days | 5 years | ||||||||||||||||||||||||||||||||||
Volatility | 278.00% | 286.00% | 285.00% | 296.00% | ||||||||||||||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||||
Risk free rate | 0.39% | 0.31% | 0.27% | 0.26% | ||||||||||||||||||||||||||||||||||
Description of stock option | The Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 500,000 options to purchase 500,000 shares. 250,000 options are exercisable at $0.10 per Share and 250,000 options are exercisable at $0.15 per share. | The Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 1,000,000 options to purchase 1,000,000 shares at $0.10 per share. 250,000 options vest immediately, and the remaining 750,000 vest in three equal amounts every six months thereafter. The options expire on October 13, 2023. | ||||||||||||||||||||||||||||||||||||
Share-based expenses | $ 9 | $ 27 | $ 4 | |||||||||||||||||||||||||||||||||||
Option [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.1 | |||||||||||||||||||||||||||||||||||||
Option [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.15 | |||||||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 19,877 | |||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance | $ 252 | |||||||||||||||||||||||||||||||||||||
RSU [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 600,000 | |||||||||||||||||||||||||||||||||||||
Number of options granted | 600,000 | 1,035,000 | [1],[2] | 1,023,450 | ||||||||||||||||||||||||||||||||||
RSUs granted shares | 300,000 | 360,000 | ||||||||||||||||||||||||||||||||||||
RSUs exercise price | ||||||||||||||||||||||||||||||||||||||
Fair value of RSU's | $ 128 | $ 30 | ||||||||||||||||||||||||||||||||||||
Share-based expenses | $ 3 | |||||||||||||||||||||||||||||||||||||
RSU [Member] | Director [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
RSUs granted shares | 75,000 | |||||||||||||||||||||||||||||||||||||
Private Investor [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Par value | $ 1.5 | |||||||||||||||||||||||||||||||||||||
Converted loan amount | $ 250 | |||||||||||||||||||||||||||||||||||||
Interest rate | 2.00% | |||||||||||||||||||||||||||||||||||||
Investor [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 120,000 | |||||||||||||||||||||||||||||||||||||
Issuance of shares, value | $ 500 | |||||||||||||||||||||||||||||||||||||
Warrants term | 24 months | 24 months | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance | $ 216 | |||||||||||||||||||||||||||||||||||||
Investor [Member] | Warrant [Member] | Transaction One [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 66,667 | 66,667 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance | $ 100 | |||||||||||||||||||||||||||||||||||||
Investor [Member] | Warrant [Member] | Transaction Two [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 140,000 | |||||||||||||||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares, value | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance | $ 47 | |||||||||||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Number of options granted | 873,450 | |||||||||||||||||||||||||||||||||||||
Second Loan transfer [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 770,170 | |||||||||||||||||||||||||||||||||||||
Fair value of stock options | $ 250 | |||||||||||||||||||||||||||||||||||||
Loan [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 433,333 | 33,333 | 2,500 | 51,570 | 25,000 | 250 | ||||||||||||||||||||||||||||||||
Conversion of convertible loan, shares | 473,025 | 250,000 | ||||||||||||||||||||||||||||||||||||
Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Warrant to purchase ordinary shares | 433,333 | |||||||||||||||||||||||||||||||||||||
Converted loan amount | $ 1,000 | $ 500 | $ 594 | $ 127 | ||||||||||||||||||||||||||||||||||
Convertible Shares | 33,333 | 150,000 | 500,000 | 770,397 | 500,000 | |||||||||||||||||||||||||||||||||
Interest rate | 2.00% | |||||||||||||||||||||||||||||||||||||
Convertible loan description | The Company issued 2,500 Shares with $0.0001 par value to 25 of its employees, each employee was entitled for 100 shares. As a result, the Company recorded expenses in the amount of $12. | |||||||||||||||||||||||||||||||||||||
Fair value of stock options | $ 67 | $ 25 | $ 208 | |||||||||||||||||||||||||||||||||||
Convertible Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 11,236 | |||||||||||||||||||||||||||||||||||||
Issuance of shares, value | $ 32 | |||||||||||||||||||||||||||||||||||||
Convertible Loan Agreement [Member] | Private Investor [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 1,493,908 | |||||||||||||||||||||||||||||||||||||
Issuance of shares, value | $ 4,107 | |||||||||||||||||||||||||||||||||||||
Lenders [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase ordinary shares | 440,000 | 137,500 | ||||||||||||||||||||||||||||||||||||
Warrant to purchase ordinary shares, price per share | $ 1.25 | $ 2 | ||||||||||||||||||||||||||||||||||||
Converted loan amount | $ 550 | |||||||||||||||||||||||||||||||||||||
Convertible Shares | 150,000 | 473,025 | 150,000 | |||||||||||||||||||||||||||||||||||
Interest rate | 17.50% | 10.00% | 5.00% | 2.00% | 10.00% | |||||||||||||||||||||||||||||||||
Lenders [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase ordinary shares | 100,000 | |||||||||||||||||||||||||||||||||||||
Warrant to purchase ordinary shares, price per share | $ 2 | |||||||||||||||||||||||||||||||||||||
Lenders [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase ordinary shares | 333,333 | |||||||||||||||||||||||||||||||||||||
Warrant to purchase ordinary shares, price per share | $ 1.5 | |||||||||||||||||||||||||||||||||||||
[1] | On November 24, 2020, The Company granted two directors 300,000 RSU's each, and one director 75,000 RSU's. All these RSU's vest immediately and have an exercise price of nil. The fair value of the RSU's at the date of the grant was $128. | |||||||||||||||||||||||||||||||||||||
[2] | On September 1, 2020, the Company, the Company granted the CFO 360,000 RSU's with an exercise price of nil. The RSU's vest quarterly over three years. The fair value of the RSU's at the date of the grant was $30. |
TAXES ON INCOME (Details)
TAXES ON INCOME (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | |||
Carry forward tax losses | $ 1,174 | $ 2,380 | $ 1,061 |
Net deferred tax asset before valuation allowance | 1,174 | 2,380 | 1,061 |
Valuation allowance | (1,174) | (2,380) | 1,061 |
Net deferred tax asset |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Corporate tax rate | 23.00% | 23.00% | 23.00% | |
Amount of carry-forward losses | $ 5,600 | |||
Maximum [Member] | ||||
Corporate federal income tax rate | 35.00% | |||
Minimum [Member] | ||||
Corporate federal income tax rate | 21.00% |
FINANCIAL EXPENSES, NET (Detail
FINANCIAL EXPENSES, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financial expenses | |||
Bank commissions | $ 4 | ||
Financial expenses related to revaluation of convertible component in convertible loans | 435 | 677 | |
Financial expenses related to interest and revaluation of warrants | 188 | 945 | 2,327 |
Foreign currency transactions and other | |||
Financial expenses, net | $ 188 | $ 1,388 | $ 3,004 |
RELATED PARIES (Details Narrati
RELATED PARIES (Details Narrative) - USD ($) | Nov. 01, 2020 | Sep. 01, 2020 | Jul. 01, 2020 | Dec. 31, 2020 | [1],[2],[3],[4] | Dec. 31, 2019 | Dec. 31, 2018 |
Shares granted | 1,660,000 | 1,635,880 | |||||
CFO [Member] | |||||||
Monthly payment for signed an agreement per month | $ 3,500 | ||||||
CFO [Member] | RSU [Member] | |||||||
Shares granted | 360,000 | ||||||
Exercise price | |||||||
Vesting, description | Quarterly over three years | ||||||
CEO [Member] | |||||||
Monthly payment for signed an agreement per month | $ 7,400 | ||||||
[1] | On November 3, 2020, the Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 500,000 options to purchase 500,000 shares. 250,000 options are exercisable at $0.10 per Share and 250,000 options are exercisable at $0.15 per share. The options vest quarterly over one year. The fair value of the stock options issued is $25 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.051; exercise price - $0.1 and $0.15; expected life - 4.93 years; annualized volatility - 278%; dividend yield - 0%; risk free rate - 0.39%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $9. | ||||||
[2] | On October 11, 2020, the Company granted a consultant 10,000 options to purchase 10,000 shares at a price of $0.30 per share. The options expire on March 11, 2021. The fair value of the stock options issued is $1 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.06475; exercise price - $0.3; expected life - 1.07 years; annualized volatility - 285%; dividend yield - 0%; risk free rate - 0.27%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $nil. | ||||||
[3] | On October 13, 2020, the Company, through Saffron, signed a contract with a consultant pursuant to which they were granted 1,000,000 options to purchase 1,000,000 shares at $0.10 per share. 250,000 options vest immediately, and the remaining 750,000 vest in three equal amounts every six months thereafter. The options expire on October 13, 2023. The fair value of the stock options issued is $60 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.061; exercise price - $0.1; expected life - 3 years; annualized volatility - 286%; dividend yield - 0%; risk free rate - 0.31%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $27. | ||||||
[4] | On September 1, 2020, the Company, signed a contract with a consultant pursuance to which they were granted 150,000 options to purchase 150,000 shares at $0.07 per share, in 12 equal quarterly installments commencing from December 1, 2020. The options expire on September 1, 2025. The fair value of the stock options issued is $13 and was determined using the Black-Scholes option pricing model and the following assumptions: share price - $0.0835; exercise price - $0.07; expected life - 5 years; annualized volatility - 296%; dividend yield - 0%; risk free rate - 0.26%. During the year ended December 31, 2020, the Company recorded share-based expenses related to the options in the amount of $4. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Thousands | Dec. 24, 2020 | Feb. 28, 2021 | Feb. 17, 2021 | Jan. 31, 2021 |
Saffron Tech [Member] | ||||
Crown funding, description | Announced its intention to raise up to 5 million New Israeli Shekels ("NIS") (approximately $1.6 million) at a pre-money valuation of NIS 20 million (approximately $6.225 million) through the Israeli crowd funding platform – Pipelbiz "Crowd Funding Round"). Assuming the maximum amount is raised, the Company will own approximately 80% of the Saffron Tech. The Crowd Funding Round was closed on February 16, 2021 having raised the full amount | |||
Subsequent Event [Member] | ||||
Issuance of promissory notes | $ 430 | $ 430 | ||
Subsequent Event [Member] | Director [Member] | ||||
Restricted shares | 250,000 |