Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 15, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | SEEDO CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 32,395,816 | |
Amendment Flag | false | |
Entity Central Index Key | 0001661600 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 333-208814 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,801 | $ 411 |
Other current assets | 68 | 7 |
Total current assets | 1,869 | 418 |
Property and equipment, net | 7 | |
Total assets | 1,876 | 418 |
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY | ||
Short-term loan | ||
Trade payables | 1 | 51 |
Convertible loans | 1,582 | 1,128 |
Fair value of convertible component in convertible loans | 652 | 610 |
Other current liabilities | 104 | 100 |
Total current liabilities | 2,339 | 1,889 |
LONG-TERM LIABILITIES | ||
Fair value of convertible component in convertible loans | 1,360 | 502 |
Convertible loan | 118 | 73 |
Total long term liabilities | 1,478 | 575 |
SHAREHOLDER’S DEFICIENCY | ||
Ordinary shares of $0.0001 par value, Authorized: 500,000,000 shares at March 31, 2021 and December 31, 2020; Issued and Outstanding: 32,295,816 and 31,665,566 shares at March 31, 2021 and December 31, 2020, respectively | 3 | 3 |
Additional Paid in capital | 16,280 | 15,409 |
Accumulated deficit | (18,474) | (17,458) |
Total shareholders’ deficiency | (2,191) | (2,046) |
Non-controlling interests | 250 | |
Total shareholders’ deficiency | (1,941) | (2,046) |
Total liabilities and shareholders’ deficiency | $ 1,876 | $ 418 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 32,295,816 | 31,665,566 |
Ordinary shares, shares outstanding | 32,295,816 | 31,665,566 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Research and development | $ (176) | |
Selling and marketing | (68) | |
General and administrative | (481) | |
Operating loss | (725) | |
Gain on liquidation of subsidiary | 8,893 | |
Other income | 1,122 | |
Financial expenses, net | (1,447) | (327) |
Net Income (Loss) | (1,050) | 8,566 |
Attributable to: | ||
Equity holders of the Company | (1,016) | 8,566 |
Non-controlling interests | $ (34) | |
Basic and diluted net loss per share attributable to equity holders of the Company (in Dollars per share) | $ (0.03) | $ 0.36 |
Weighted average number of ordinary shares used in computing basic and diluted loss per share (in Shares) | 31,814,072 | 22,737,274 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) $ in Thousands | Ordinary shares | Additional Paid-in capital | Accumulated deficit | Total |
Balance at Dec. 31, 2019 | $ 2 | $ 14,443 | $ (25,100) | $ (10,655) |
Balance (in Shares) at Dec. 31, 2019 | 20,535,354 | |||
Issuance of shares with respect to the Reverse Merger | ||||
Conversion of convertible loans | 146 | 146 | ||
Conversion of convertible loans (in Shares) | 3,009,460 | |||
Share Based Compensation to non-employees | ||||
Issuance of warrants | ||||
Net Gain (Loss) | 8,566 | 8,566 | ||
Balance at Mar. 31, 2020 | $ 2 | 14,589 | (16,534) | (1,943) |
Balance (in Shares) at Mar. 31, 2020 | 23,544,814 | |||
Balance at Dec. 31, 2020 | $ 3 | 15,409 | (17,458) | (2,046) |
Balance (in Shares) at Dec. 31, 2020 | 31,665,566 | |||
Share Based Compensation to employees and non-employees | ||||
Exercise of warrants | ||||
Net Gain (Loss) | ||||
Balance at Mar. 31, 2021 | $ 3 | $ 16,285 | $ (2,191) | |
Balance (in Shares) at Mar. 31, 2021 | 32,295,816 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net Gain (Loss) | $ (1,050) | $ 8,566 |
Depreciation and amortization | 1 | |
Share based compensation expenses to employees and non-employees | 302 | |
Financial expenses related to convertible loans | 538 | 303 |
Financial expenses related to short-term loans | ||
Financial expenses related to loans from related party | ||
Change in fair value of convertible component in convertible loans | 900 | 23 |
Gain on liquidation of subsidiary | (8,893) | |
Gain on investment in subsidiary | (1,122) | |
Increase (Decrease) in other accounts receivable | (61) | |
Increase in inventory | ||
Increase (Decrease) in advances from customers | ||
Increase Decrease) in trade payables | (50) | |
Increase in other accounts payable | 4 | |
Net cash used in operating activities | (538) | |
Cash flows from investing activities | ||
Non-controlling interest portion of investment in subsidiary | 1,406 | |
Purchase of property and equipment | (8) | |
Net cash used in investing activities | 1,398 | |
Cash flows from financing activities: | ||
Proceeds from convertible loans | 530 | |
Proceeds from short-term loans | ||
Repayment of short-term loan | ||
Proceeds from issuances of Ordinary Shares | ||
Issuance of warrants | ||
Net cash provided by financing activities | 530 | |
Increase (Decrease) in cash and cash equivalents and restricted cash | 1,390 | |
Cash and cash equivalents and restricted cash at the beginning of the year | 411 | 2 |
Cash and cash equivalents at the end of the period | 1,801 | 2 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Supplemental disclosures of non- cash flow information: | ||
Conversion of convertible loans | 146 | |
Gain on liquidation of subsidiary | $ 8,893 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2021 | |
Nature of Business [Abstract] | |
NATURE OF BUSINESS | NOTE 1:- NATURE OF BUSINESS 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. 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. b. 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. Emerging Growth Company The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of stockholders on executive compensation and any golden parachute payments not previously approved. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1.07 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the second quarter of any fiscal year following the anniversary of the initial reporting. To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 2:- UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and standards of the Public Company Accounting Oversight Board for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s (i) consolidated financial position as of March 31, 2021, (ii) consolidated results of operations for the three months ended March 31, 2021 and (iii) consolidated cash flows for the three months ended March 31, 2021. The results for the three months periods ended March 31, 2021, as applicable, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of unaudited condensed financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for Warrants and Convertible Note and Going Concern. Derivative and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 2,012 $ 2,012 Total liabilities $ - $ - $ 2,012 $ 2,012 The Company estimated the fair value of BCF using the Black-Scholes-Merton option pricing model using the following weighted average assumptions: March 31, Dividend yield 0 % Risk-free interest rate 0.05-0.1 % Expected term (in years) 0.54-1.36 Volatility 139.29-157.68 % |
Significant Events During the P
Significant Events During the Period | 3 Months Ended |
Mar. 31, 2021 | |
Significant Events During The Period Disclosure [Abstract] | |
SIGNIFICANT EVENTS DURING THE PERIOD | NOTE 4 :- SIGNIFICANT EVENTS DURING THE PERIOD a. During January 2021 through to February 16, 2021, the Company received $530 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 12 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 1 year. b. On February 17, 2021, the Company issued two Directors 250,000 RSUs each. On March 23, 2021, the Company granted two directors 50 ,000 RSU’s each. 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 $275. c. 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. On February 20, 2021, the Company and the third party extended the loan to August 20, 2021. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5:- RELATED PARTIES a. As Per Note 4b, during the three-month period ended March 31, 2021, the Company granted two Directors at total of 600,000 RSU's. |
Shareholders_ Deficiency
Shareholders’ Deficiency | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIENCY | NOTE 6:- SHAREHOLDERS’ DEFICIENCY a. As of March 31, 2021, and December 31, 2020, the Company’s share capital is composed as follows: March 31, 2021 December 31, 2020 Authorized Issued and Authorized Issued and Number of shares Ordinary shares of $0.0001 par value each 500,000,000 32,295,816 500,000,000 31,665,566 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 March 9, 2021, the company issued 130,250 shares in respect of RSU's issued during 2020. 2. On March 10, 2021, the company issued a total of 500,000 shares in respect of RSU's issued to the directors (see note 4b). c. Warrants A summary of warrant activity during the three months period ended March 31, 2021 and year ended December 31, 2020 is as follows: Number Average Warrants outstanding at January 1, 2020 1,150,833 $ 1.69 Granted 1,080,000 0.18 Exercised - - Forfeited/Cancelled (100,000 ) 2 Warrants outstanding at December 31, 2020 2,130,833 $ 0.81 Granted 330.000 0.15 Exercised - - Forfeited/Cancelled (473,333 ) 1.94 Warrants outstanding at March 31, 2021 1,987,500 0.54 The following warrants and are outstanding as of March 31, 2021: Issuance date Warrants Exercise Warrants Expiry date February 21, 2019 137,500 $ 2.00 137,500 February 21, 2022 October 15, 2019 440,000 $ 1.25 440,000 October 15, 2024 August 7, 2020 500,000 $ 0.20 500,000 August 7, 2025 August 11, 2020 250,000 $ 0.20 250,000 August 11, 2025 December 17, 2020 330,000 $ 0.15 330,000 December 17, 2021 January 3, 2021 330,000 $ 0.15 330,000 January 3, 2022 1,987,500 1,987,500 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 three-month period ended March 31, 2021 and for the year ended December 31, 2020is as follows: Number Average weighted exercise price Options outstanding at January 1, 2020 1,605,880 $ 1.00 Granted 1,660,000 $ 0.11 Exercised - - Forfeited (1,605,882 ) - Options outstanding at December 31, 2020 - - Granted - - Exercised - - Forfeited - - Options outstanding at March 31, 2021 1,660,000 $ 0.11 Options exercisable at March 31, 2021 410,000 $ 0.11 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 three months ended March 31, 2021 years ended December 31, 2020 is as follows: Number RSU outstanding at January 1, 2020 130,250 Granted 1,035,000 Exercised (675,000 ) Forfeited - RSU outstanding at December 31, 2020 490,250 Granted (i) (ii) 600,000 Exercised (630,250 ) Forfeited - RSU’s outstanding at March 31, 2021 460,000 (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. (iii) In February 17, 2021, the Company granted two directors 250,000 restricted share units that vested immediately. |
Financial Expenses
Financial Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
FINANCIAL EXPENSES | NOTE 7:- FINANCIAL EXPENSES Three months Three months March 31, March 31, 2021 2020 Bank commissions $ - $ - Financial expenses related to interest and revaluation of convertible component in convertible loans 1,386 285 Financial expenses related to revaluation of warrants 39 42 Foreign currency transactions and other 22 - $ 1,447 $ 327 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for Warrants and Convertible Note and Going Concern. |
Derivative and Fair Value of Financial Instruments | Derivative and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 2,012 $ 2,012 Total liabilities $ - $ - $ 2,012 $ 2,012 The Company estimated the fair value of BCF using the Black-Scholes-Merton option pricing model using the following weighted average assumptions: March 31, Dividend yield 0 % Risk-free interest rate 0.05-0.1 % Expected term (in years) 0.54-1.36 Volatility 139.29-157.68 % |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities measured value recurring basis | Balance as of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Fair Value of convertible component in convertible loan, net of discounts and debt issue costs $ - $ - $ 2,012 $ 2,012 Total liabilities $ - $ - $ 2,012 $ 2,012 |
Schedule of black-scholes-merton option pricing model using the following weighted average assumptions | March 31, Dividend yield 0 % Risk-free interest rate 0.05-0.1 % Expected term (in years) 0.54-1.36 Volatility 139.29-157.68 % |
Shareholders_ Deficiency (Table
Shareholders’ Deficiency (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of share capital | March 31, 2021 December 31, 2020 Authorized Issued and Authorized Issued and Number of shares Ordinary shares of $0.0001 par value each 500,000,000 32,295,816 500,000,000 31,665,566 |
Schedule of warrant activity | Number Average Warrants outstanding at January 1, 2020 1,150,833 $ 1.69 Granted 1,080,000 0.18 Exercised - - Forfeited/Cancelled (100,000 ) 2 Warrants outstanding at December 31, 2020 2,130,833 $ 0.81 Granted 330.000 0.15 Exercised - - Forfeited/Cancelled (473,333 ) 1.94 Warrants outstanding at March 31, 2021 1,987,500 0.54 |
Schedule of warrants and are outstanding | Issuance date Warrants Exercise Warrants Expiry date February 21, 2019 137,500 $ 2.00 137,500 February 21, 2022 October 15, 2019 440,000 $ 1.25 440,000 October 15, 2024 August 7, 2020 500,000 $ 0.20 500,000 August 7, 2025 August 11, 2020 250,000 $ 0.20 250,000 August 11, 2025 December 17, 2020 330,000 $ 0.15 330,000 December 17, 2021 January 3, 2021 330,000 $ 0.15 330,000 January 3, 2022 1,987,500 1,987,500 |
Schedule of employee share options activity | Number Average weighted exercise price Options outstanding at January 1, 2020 1,605,880 $ 1.00 Granted 1,660,000 $ 0.11 Exercised - - Forfeited (1,605,882 ) - Options outstanding at December 31, 2020 - - Granted - - Exercised - - Forfeited - - Options outstanding at March 31, 2021 1,660,000 $ 0.11 Options exercisable at March 31, 2021 410,000 $ 0.11 |
Schedule of RSU activity | Number RSU outstanding at January 1, 2020 130,250 Granted 1,035,000 Exercised (675,000 ) Forfeited - RSU outstanding at December 31, 2020 490,250 Granted (i) (ii) 600,000 Exercised (630,250 ) Forfeited - RSU’s outstanding at March 31, 2021 460,000 (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. (iii) In February 17, 2021, the Company granted two directors 250,000 restricted share units that vested immediately. |
Financial Expenses (Tables)
Financial Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Financial Expenses | Three months Three months March 31, March 31, 2021 2020 Bank commissions $ - $ - Financial expenses related to interest and revaluation of convertible component in convertible loans 1,386 285 Financial expenses related to revaluation of warrants 39 42 Foreign currency transactions and other 22 - $ 1,447 $ 327 |
Nature of Business (Details)
Nature of Business (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Dec. 24, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Nature of Business (Details) [Line Items] | |||
Description of crowd funding round | 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. | ||
Accumulated deficit | $ (18,474) | $ (17,458) | |
Operating cash flow | $ 316 | ||
Business combination, description | We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1.07 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the second quarter of any fiscal year following the anniversary of the initial reporting. | ||
Subsidiary [Member] | |||
Nature of Business (Details) [Line Items] | |||
Ownership percentage | 80.00% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured value recurring basis $ in Thousands | Mar. 31, 2021USD ($) |
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured value recurring basis [Line Items] | |
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | $ 2,012 |
Total liabilities | 2,012 |
Level 1 [Member] | |
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured value recurring basis [Line Items] | |
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | |
Total liabilities | |
Level 2 [Member] | |
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured value recurring basis [Line Items] | |
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | |
Total liabilities | |
Level 3 [Member] | |
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities measured value recurring basis [Line Items] | |
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs | 2,012 |
Total liabilities | $ 2,012 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of black-scholes-merton option pricing model using the following weighted average assumptions | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies (Details) - Schedule of black-scholes-merton option pricing model using the following weighted average assumptions [Line Items] | |
Dividend yield | 0.00% |
Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of black-scholes-merton option pricing model using the following weighted average assumptions [Line Items] | |
Risk-free interest rate | 0.05% |
Expected term (in years) | 197 days |
Volatility | 139.29% |
Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of black-scholes-merton option pricing model using the following weighted average assumptions [Line Items] | |
Risk-free interest rate | 0.10% |
Expected term (in years) | 1 year 131 days |
Volatility | 157.68% |
Significant Events During the_2
Significant Events During the Period (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Mar. 23, 2021 | Feb. 17, 2021 | Feb. 16, 2021 | Feb. 21, 2019 | Mar. 31, 2021 | |
Significant Events During the Period (Details) [Line Items] | |||||
Warrants to purchase | 1,987,500 | ||||
Redemption, percentage | 20.00% | ||||
Convertible Loan [Member] | |||||
Significant Events During the Period (Details) [Line Items] | |||||
Convertible loan, description | 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”). | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Significant Events During the Period (Details) [Line Items] | |||||
Shares granted | 50,000 | 250,000 | |||
Exercise price | |||||
Granted value | $ 275 | ||||
Investor [Member] | |||||
Significant Events During the Period (Details) [Line Items] | |||||
Issuance of convertible promissory notes | $ 530 | ||||
Conversion price | $ 0.10 | ||||
Warrants to purchase | 330,000 | ||||
Exercise price, per share | $ 0.15 | ||||
Warrant, term | 1 year | ||||
Investor [Member] | Minimum [Member] | |||||
Significant Events During the Period (Details) [Line Items] | |||||
Maturity, term | 6 months | ||||
Investor [Member] | Maximum [Member] | |||||
Significant Events During the Period (Details) [Line Items] | |||||
Maturity, term | 12 months |
Related Parties (Details)
Related Parties (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Related Party Transactions [Abstract] | |
Stock or Units Available for Distributions | 600,000 |
Shareholders_ Deficiency (Detai
Shareholders’ Deficiency (Details) | Mar. 10, 2021shares | Mar. 09, 2021shares | Sep. 01, 2020USD ($)$ / sharesshares | Apr. 01, 2019 | Feb. 17, 2021shares | Nov. 24, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($) |
RSU’s [Member] | |||||||
Shareholders’ Deficiency (Details) [Line Items] | |||||||
Issuance of shares | 500,000 | 130,250 | |||||
RSUs exercise price (in Dollars per share) | $ / shares | |||||||
Fair value of RSU's (in Dollars) | $ | $ 30 | $ 128 | |||||
Share-based expenses (in Dollars) | $ | $ 3 | ||||||
Number of directors | 2 | 2 | |||||
2018 Plan [Member] | |||||||
Shareholders’ Deficiency (Details) [Line Items] | |||||||
Maturity term | 4 years | ||||||
Vesting period | 1 year | ||||||
Exercised term | 7 years | ||||||
Chief Financial Officer [Member] | RSU’s [Member] | |||||||
Shareholders’ Deficiency (Details) [Line Items] | |||||||
RSUs granted shares | 360,000 | ||||||
Director Two [Member] | RSU’s [Member] | |||||||
Shareholders’ Deficiency (Details) [Line Items] | |||||||
RSUs granted shares | 250,000 | 300,000 | |||||
Director One [Member] | RSU’s [Member] | |||||||
Shareholders’ Deficiency (Details) [Line Items] | |||||||
RSUs granted shares | 75,000 |
Shareholders_ Deficiency (Det_2
Shareholders’ Deficiency (Details) - Schedule of share capital - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Number of shares | ||
Ordinary shares of $0.0001 par value each, Authorized | 500,000,000 | 500,000,000 |
Ordinary shares of $0.0001 par value each, Issued and outstanding | 32,295,816 | 31,665,566 |
Shareholders_ Deficiency (Det_3
Shareholders’ Deficiency (Details) - Schedule of warrant activity - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of warrant activity [Abstract] | ||
Warrant outstanding at the beginning of the period | 2,130,833 | 1,150,833 |
Average exercise price beginning of the period | $ 0.81 | $ 1.69 |
Warrants, Granted | 330 | 1,080,000 |
Average exercise price, Granted | $ 0.15 | $ 0.18 |
Warrant, Exercised | ||
Average exercise price, Exercised | ||
Warrants, Forfeited/Cancelled | (473,333) | (100,000) |
Average exercise price, Forfeited/Cancelled | $ 1.94 | $ 2 |
Warrants outstanding at the end of the period | 1,987,500 | 2,130,833 |
Average exercise price at the end of the period | $ 0.54 | $ 0.81 |
Shareholders_ Deficiency (Det_4
Shareholders’ Deficiency (Details) - Schedule of warrants and are outstanding | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 1,987,500 |
Warrants outstanding and exercisable | 1,987,500 |
February 21, 2019 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 137,500 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 2 |
Warrants outstanding and exercisable | 137,500 |
Expiry date | Feb. 21, 2022 |
October 15, 2019 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 440,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 1.25 |
Warrants outstanding and exercisable | 440,000 |
Expiry date | Oct. 15, 2024 |
August 7, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 500,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 0.20 |
Warrants outstanding and exercisable | 500,000 |
Expiry date | Aug. 7, 2025 |
August 11, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 250,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 0.20 |
Warrants outstanding and exercisable | 250,000 |
Expiry date | Aug. 11, 2025 |
December 17, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 330,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 0.15 |
Warrants outstanding and exercisable | 330,000 |
Expiry date | Dec. 17, 2021 |
January 3, 2021 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 330,000 |
Exercise price per warrant (in Dollars per share) | $ / shares | $ 0.15 |
Warrants outstanding and exercisable | 330,000 |
Expiry date | Jan. 3, 2022 |
Shareholders_ Deficiency (Det_5
Shareholders’ Deficiency (Details) - Schedule of employee share options activity - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 30, 2020 | |
Schedule of employee share options activity [Abstract] | ||
Number Options outstanding beginning balance | 1,605,880 | |
Average weighted exercise price Options outstanding beginnng balance | $ 1 | |
Number Options outstanding Ending balance | 1,660,000 | |
Average weighted exercise price Options outstanding Ending balance | $ 0.11 | |
Number Options exercisable Ending balance | 410,000 | |
Average weighted exercise price Options exercisable Ending balance | $ 0.11 | |
Number Options Granted | 1,660,000 | |
Average weighted exercise price Granted | $ 0.11 | |
Number Options Exercised | ||
Average weighted exercise price Exercised | ||
Number Options Forfeited | (1,605,882) | |
Average weighted exercise price Forfeited |
Shareholders_ Deficiency (Det_6
Shareholders’ Deficiency (Details) - Schedule of RSU activity - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | ||
Schedule of RSU activity [Abstract] | |||
RSU's outstanding at the beginning of the period | 490,250 | 130,250 | |
RSU's outstanding at the end of the period | 460,000 | 490,250 | |
RSU’s Granted | 600,000 | [1],[2] | 1,035,000 |
RSU’s Exercised | (630,250) | (675,000) | |
RSU’s Forfeited | |||
[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. During the year ended December 31, 2020, the Company recorded share-based expenses related to the RSU’s in the amount of $3. |
Financial Expenses (Details) -
Financial Expenses (Details) - Schedule of Financial Expenses - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of Financial Expenses [Abstract] | ||
Bank commissions | ||
Financial expenses related to interest and revaluation of convertible component in convertible loans | 1,386 | 285 |
Financial expenses related to revaluation of warrants | 39 | 42 |
Foreign currency transactions and other | 22 | |
Total | $ 1,447 | $ 327 |