Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Document Information Line Items | |
Entity Registrant Name | Cellect Biotechnology Ltd. |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 224,087,799 |
Amendment Flag | false |
Entity Central Index Key | 0001671502 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
Document Annual Report | true |
Document Shell Company Report | false |
Document Transition Report | false |
Entity File Number | 001-37846 |
Entity Incorporation, State or Country Code | L3 |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets ₪ in Thousands, $ in Thousands | Dec. 31, 2019ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2018ILS (₪) |
CURRENT ASSETS: | |||
Cash and cash equivalents | ₪ 18,106 | $ 5,239 | ₪ 17,809 |
Other receivables | 469 | 136 | 816 |
Current assets | 18,575 | 5,375 | 18,625 |
LONG-TERM ASSETS: | |||
Restricted cash | 328 | 95 | 337 |
Right of use - Assets under operating lease | 1,035 | 299 | |
Other Long-term receivables | 94 | 27 | 132 |
Property, plant and equipment, net | 1,288 | 373 | 1,544 |
Non-current assets | 2,745 | 794 | 2,013 |
Total Assets | 21,320 | 6,169 | 20,638 |
CURRENT LIABILITIES: | |||
Trade payables | 158 | 46 | 887 |
Leases liabilities | 396 | 115 | |
Other payables | 3,080 | 891 | 4,012 |
Current liabilities | 3,634 | 1,052 | 4,899 |
NON CURRENT LIABILITIES: | |||
Warrants to ADS | 2,172 | 628 | 1,816 |
Leases liabilities | 677 | 196 | |
Non-current liabilities | 2,849 | 824 | 1,816 |
CONTINGENT LIABILITIES AND COMMITMENTS | |||
SHAREHOLDERS’ EQUITY: | |||
Ordinary shares of no-par value: Authorized: 500,000,000 shares at December 31, 2018, and 2019, Issued and outstanding: 130,414,799*) and 224,087,799*) shares as of December 31, 2018 and 2019, respectively. | |||
Additional Paid In Capital | 108,598 | 31,423 | 95,085 |
Share-based payments | 16,528 | 4,782 | 12,319 |
Treasury shares | (9,425) | (2,727) | (9,425) |
Accumulated deficit | (100,864) | (29,185) | (84,056) |
Equity | 14,837 | 4,293 | 13,923 |
Total Liabilities and shareholders' equity | ₪ 21,320 | $ 6,169 | ₪ 20,638 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - ₪ / shares | Dec. 31, 2019 | Dec. 31, 2018 | |
Ordinary shares, par value (in New Shekels per share and Dollars per share) | |||
Ordinary shares, authorized | 500,000,000 | 500,000,000 | |
Ordinary shares, issued | [1] | 224,087,799 | 130,414,799 |
Ordinary shares, outstanding | [1] | 224,087,799 | 130,414,799 |
[1] | Net of 2,641,693 treasury shares of the Company, held by the Company. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019ILS (₪)₪ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018ILS (₪)₪ / sharesshares | Dec. 31, 2017ILS (₪)₪ / sharesshares | |
Research and development expenses, net | ₪ 12,122 | $ 3,508 | ₪ 13,513 | ₪ 11,503 |
General and administrative expenses | 10,210 | 2,954 | 15,734 | 12,930 |
Total operating expenses | 22,332 | 6,462 | 29,247 | 24,433 |
Operating loss | 22,332 | 6,462 | 29,247 | 24,433 |
Financial income | (6,993) | (2,024) | (9,154) | (101) |
Financial expenses | 1,469 | 425 | 20 | 3,892 |
Total Comprehensive loss | ₪ 16,808 | $ 4,863 | ₪ 20,113 | ₪ 28,224 |
Loss per share | ||||
Basic and diluted loss per share (in New Shekels per share and Dollars per share) | (per share) | ₪ 0.079 | $ 0.023 | ₪ 0.155 | ₪ 0.252 |
Weighted average number of shares outstanding used to compute basic and diluted loss per share (in Shares) | 212,642,505 | 212,642,505 | 129,426,091 | 111,968,663 |
Statements of Changes in Equity
Statements of Changes in Equity ₪ in Thousands, $ in Thousands | Share capital [member]ILS (₪) | Additional paid-in capital [member]ILS (₪) | Additional paid-in capital [member]USD ($) | Treasury shares [member]ILS (₪) | Treasury shares [member]USD ($) | Share based payments [Member]ILS (₪) | Share based payments [Member]USD ($) | Retained earnings [member]ILS (₪) | Retained earnings [member]USD ($) | ILS (₪) | USD ($) |
Balance at Dec. 31, 2016 | ₪ 67,414 | ₪ (9,425) | ₪ 6,217 | ₪ (35,719) | ₪ 28,487 | ||||||
Issuance of share capital net of issue costs (see Note 8a3) | 11,693 | 80 | 11,773 | ||||||||
Share-based payment | 642 | 4,742 | 5,384 | ||||||||
Exercise of share options and warrants | 2,470 | (1,038) | 1,432 | ||||||||
Exercise of share options | 620 | (620) | |||||||||
Total comprehensive loss | (28,224) | (28,224) | |||||||||
Balance at Dec. 31, 2017 | 82,839 | (9,425) | 9,381 | (63,943) | 18,852 | ||||||
Issuance of ADS net of issue costs (see Note 8a4) | 10,024 | 223 | 10,247 | ||||||||
Share-based payment | 186 | 4,351 | 4,537 | ||||||||
Exercise of share options and warrants | 753 | (353) | 400 | ||||||||
Expiration of share options | 1,283 | (1,283) | |||||||||
Total comprehensive loss | (20,113) | (20,113) | |||||||||
Balance at Dec. 31, 2018 | 95,085 | (9,425) | 12,319 | (84,056) | 13,923 | ||||||
Issuance of ADS & Warrants net of issue costs (see Note 8a5) | 13,505 | 1,509 | 15,014 | ||||||||
Share-based payment | 8 | 2,700 | 2,708 | ||||||||
Total comprehensive loss | (16,808) | (16,808) | $ (4,863) | ||||||||
Balance at Dec. 31, 2019 | ₪ 108,598 | ₪ (9,425) | ₪ 16,528 | ₪ (100,864) | ₪ 14,837 | 4,293 | |||||
Convenience translation in U.S. dollars (see Note 2d) (in Dollars) | $ | $ 31,423 | $ (2,727) | $ 4,782 | $ (29,185) | $ 4,293 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2018ILS (₪) | Dec. 31, 2017ILS (₪) | |
Cash Flows from Operating Activities: | ||||
Total Comprehensive Loss | ₪ (16,808) | $ (4,863) | ₪ (20,113) | ₪ (28,224) |
Adjustments to profit and loss items: | ||||
Exchange rate difference | 1,036 | 300 | (1,297) | 532 |
Loss (Gain) from revaluation of financial assets presented at fair value through profit and loss | (397) | 139 | ||
Depreciation of Right of use - Assets under operating lease | 433 | 125 | ||
Depreciation and capital loss from sale of property, plant and equipment | 373 | 108 | 459 | 372 |
Finance expenses | 128 | 37 | ||
Issuance expenses | 1,621 | 469 | ||
Share-based payment | 2,708 | 784 | 4,537 | 5,384 |
Changes in fair value of Traded and Non-Traded Warrants To ADS | (8,643) | (2,501) | (7,719) | 3,003 |
Adjustments to profit and loss | (2,344) | (678) | (4,417) | 9,430 |
Changes in asset and liability items: | ||||
Decrease in other receivables | 385 | 111 | 43 | 470 |
Increase (Decrease) in trade payable and other payables | (1,663) | (481) | 798 | 407 |
Operating activities for changes in asset and liability | (1,278) | (370) | 841 | 877 |
Cash paid and received during the year for: | ||||
Interest received | 93 | 27 | 54 | 147 |
Net cash used in operating activities | (20,337) | (5,884) | (23,635) | (17,770) |
Cash Flows from Investing Activities: | ||||
Proceeds received from the sale of fixed assets | 6 | 2 | ||
Short term deposits, net | 387 | 19,530 | ||
Restricted deposit | 9 | 3 | (22) | (165) |
Marketable securities measured at fair value through profit and loss, net | 13,999 | (9,008) | ||
Purchase of property, plant and equipment | (123) | (36) | (656) | (266) |
Net cash provided by (used in) investing activities | (108) | (31) | 13,708 | 10,091 |
Cash Flows from Financing Activities: | ||||
Exercise of warrants and stock options into shares | 399 | 1,432 | ||
Repayment on account of lease liabilities | (522) | (151) | ||
Issuance of share capital and warrants, net of issue costs (see note 8a5) | 22,393 | 6,479 | 12,360 | 14,381 |
Net cash provided by financing activities | 21,871 | 6,328 | 12,759 | 15,813 |
Exchange differences on balances of cash and cash equivalents | (1,129) | (327) | 1,243 | (679) |
Increase in cash and cash equivalents | 297 | 86 | 4,075 | 7,455 |
Balance of cash and cash equivalents at the beginning of the year | 17,809 | 5,153 | 13,734 | 6,279 |
Balance of cash and cash equivalents at the end of the year | ₪ 18,106 | $ 5,239 | 17,809 | 13,734 |
(a) Non-cash activities: | ||||
Purchase of property, plant and equipment | ₪ 3 | 77 | ||
Issuance costs | ₪ 127 |
General
General | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of general information about financial statements [text block] [Abstract] | |
Disclosure of general information about financial statements [text block] | NOTE 1: GENERAL a. Cellect Biotechnology Ltd. (formerly Cellect Biomed Ltd.) (the “Company” or “Cellect”) is incorporated in Israel. Cellect and its subsidiary, Cellect Biotherapeutics Ltd. (the “Subsidiary”) are engaged in the development of an innovative, unique technology that enables the biological filtering and commercialization of stem cells. On May 25, 2018 the Company established a US subsidiary, Cellect Biotech Inc. Cellect’s American Depository Shares (“ADSs”) and certain warrants to purchase ADSs are listed for trading on the Nasdaq Capital Market. Each ADS represents 100 ordinary shares. On September 5, 2017, the Company’s ordinary shares were voluntarily delisted from the Tel Aviv Stock Exchange (“TASE”). The ordinary shares of the Company continue to be listed on the Nasdaq Capital Market in the form of ADSs. On May 16th, 2019 the company reported that it plans to explore strategic alternatives focused on maximizing shareholder value. Potential strategic alternatives that were evaluated included, but were not limited to, an acquisition, merger, business combination, in-licensing, or other strategic transaction involving the Company or its assets. On March 4, 2020 the company reported the signing of two Letters Of Intent ( LOIs), one is a strategic commercial agreement which is binding, subject to reaching definitive agreement, and the other is contemplating a full merger (for further details see Note 13 section 3 below). On October 7, 2019, the Company, announced a 5:1 ratio changes of the Company’s American Depositary Receipt, or ADR, program. As a result, the number of ordinary shares of the Company represented by each American Depositary Share, or ADS, will be changed from twenty (20) ordinary shares to one hundred (100) ordinary shares. The effective date anticipated for the ratio change is October 23, 2019. b. Going Concern The accompanying financial statements have been prepared in conformity with International Financial Reporting Standards (IFRS), assuming that the Company will continue to operate as a going concern. During the year ended December 31, 2019, the Company incurred a net loss of NIS 16,808 ($4,863) and had negative cash flows from operating activities of NIS 21,924 ($6,342). In addition, the Company had an accumulated deficit of NIS 100,864 ($29,185) at December 31, 2019. The Company’s management plans to seek additional equity financing. The Company’s activities since inception have consisted of raising capital and performing research and development activities. As of December 31, 2019, principal commercial operations have not commenced. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations, if any, are dependent on future events, including, among other things, its ability to obtain marketing approval from regulatory authorities and access potential markets, secure financing, develop a customer base, attract, retain and motivate qualified personnel and develop strategic alliances. The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need, among other things, to complete its research and development efforts and clinical and regulatory activities. These activities may take several years and will require significant operating and capital expenditures in the foreseeable future. There can be no assurance that these activities will be successful. If the Company is not successful in these activities it could delay, limit, reduce or terminate preclinical studies, clinical trials or other research and development activities. To fund its capital needs, the Company plans to raise funds through equity or debt financings or other Additional funds may not be available when the Company needs them, on terms that are acceptable to it, or at all. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that would result if the Company would be unable to continue as a going concern. c. The Company currently relies on a single source supplier for one of the components used for R&D. If the current supplier suffers a major natural or man-made disaster at its manufacturing facility, or if it were otherwise cease its supply, then this could result in further delays in the clinical studies and may delay product testing and potential regulatory approval until a qualified alternative supplier is identified. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of significant accounting policies [text block] [Abstract] | |
Disclosure of significant accounting policies [text block] | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES The following accounting policies have been applied consistently in the consolidated financial statements for all periods presented, unless otherwise stated. a. Basis of presentation of the financial statements: These financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The Company’s financial statements have been prepared on a cost basis, except for liability related to warrants that are measured at fair value through profit or loss. b. Consolidated financial statements: The consolidated financial statements include the financial statements of companies that are controlled by the Company (subsidiaries). Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing whether an entity has control. The consolidation of the financial statements commences on the date on which control is obtained and ends when such control ceases. The financial statements of the Company and its subsidiaries (the “Group”) are prepared as of the same dates and periods. The consolidated financial statements are prepared using uniform accounting policies by all companies in the Group. Significant intercompany balances and transactions and gains or losses resulting from intragroup transactions are eliminated in full in the consolidated financial statements. c. Functional currency, reporting currency and foreign currency: 1. Functional currency and reporting currency: The presentation currency of the financial statements is the New Israeli Shekel (“NIS”). The Company and its subsidiaries determine the functional currency of each entity, and this currency is used to separately measure each entity's financial position and operating results. The Company's functional currency is NIS. 2. Transactions, assets and liabilities in foreign currency: Transactions denominated in foreign currency are recorded upon initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at each reporting date into the functional currency at the exchange rate at that date. Exchange rate differences are recognized in profit or loss. d. Convenience translation into U.S. dollars: The financial statements as of December 31, 2019 and for the year then ended have been translated into U.S. dollars using the exchange rate of the U.S. dollar as of December 31, 2019 (U.S. $1.00 = NIS 3.456). The translation was made solely for convenience purposes. The dollar amounts presented in these financial statements should not be construed as representing amounts that are receivable or payable in dollars or convertible into dollars, unless otherwise indicated. e. Cash and Cash equivalents: Cash equivalents are considered as highly liquid investments, including unrestricted short-term bank deposits with an original maturity of three months or less from the date of investment or with a maturity of more than three months, but which are redeemable on demand without penalty and which form part of the Group’s cash management. f. Restricted cash: Restricted cash is primarily invested to secure credit card payments and is used as security for the Company’s lease commitment. g. Taxes on income: Current or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other comprehensive income or equity. 1. Current taxes The current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date as well as adjustments required in connection with the tax liability in respect of previous years. 2. Deferred taxes Deferred taxes are computed in respect of temporary differences between the carrying amounts in the financial statements and the amounts attributed for tax purposes. Deferred taxes are measured at the tax rate that is expected to apply when the asset is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is not probable that they will be utilized. Temporary differences for which deferred tax assets had not been recognized are reviewed at each reporting date and a respective deferred tax asset is recognized to the extent that their utilization is probable. h. Property, plant and equipment: Property, plant and equipment are measured at cost, including directly attributable costs, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows: % Computers and Electronic Equipment 33 Laboratory and clinical experiments equipment 15 Leasehold improvements (*) Office furniture and equipment 7 - 15 (*) Leasehold improvements are depreciated on a straight-line basis over the earlier of the lease term or the estimated useful life of the improvement. The useful life, depreciation method and residual value of an asset are reviewed at least each year-end and any changes are accounted for prospectively as a change in accounting estimate. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale and the date that the asset is derecognized. i. Research and development expenses: Research and development expenses are recognized in profit or loss when incurred. The conditions enabling capitalization of development costs as an asset have not yet been met and, therefore, all development expenditures are recognized in profit or loss when incurred. j. Government grants: Government grants are recognized when there is reasonable assurance that the grants will be received, and the Company will comply with the attached conditions. Government grants received from the Israel-U.S. Binational Industrial Research and Development (“BIRD”) Foundation are recognized upon receipt as a reduction in research and development expenses, as the Company evaluated that there is reasonable assurance that the Company will not be required to pay royalties, based on the best estimate of future sales using the original effective interest method. k. Impairment of non-financial assets: The Company evaluates the need to record an impairment of non-financial assets whenever events or changes in circumstances indicate that the carrying amount is not recoverable. If the carrying amount of non-financial assets exceeds their recoverable amount, the assets are reduced to their recoverable amount. The recoverable amount is the higher of fair value less costs of sale and value in use. In measuring value in use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the risks specific to the asset. The recoverable amount of an asset that does not generate independent cash flows is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss. An impairment loss of an asset, other than goodwill, is reversed only if there have been changes in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. Reversal of an impairment loss, as above, shall not be increased above the lower of the carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the asset in prior years and its recoverable amount. The reversal of impairment loss of an asset presented at cost is recognized in profit or loss. The Company did not recognize any impairment of non-financial assets for any of the periods presented. l. Financial instruments: Effective January 1, 2019, the Company adopted IFRS 9 “Financial Instruments.” 1. Financial Assets a) Classification: The financial assets of the Company are classified into the following two categories: (i) financial assets at fair value through profit or loss, and (ii) financial assets at amortized cost. The classification is done on the basis of the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. 1) Financial assets at amortized costs: Financial assets at amortized cost are assets held pursuant to a business model whose objective is to hold assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortized cost are included in current assets, except for those with maturities greater than 12 months after the balance sheet date (in which case they are classified as non-current assets). The Company’s financial assets at amortized cost are included in other receivables and bank deposits in the consolidated statements of financial position. 2) Financial assets at fair value through profit or loss: Financial assets at fair value through profit or loss are assets not measured at amortized cost in accordance with (1)(a) above. Assets in this category are classified as current assets if they are expected to be settled within 12 months; otherwise, they are classified as non-current assets. 3) Recognition and measurement Regular purchases and sales of financial assets are recognized on the settlement date, which is the date on which the asset is delivered to the Company or delivered by the Company. Investments are initially recognized at fair value plus transaction costs for all financial assets not recorded at fair value through profit or loss, except for trade receivables, which are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components. Financial assets measured at fair value through profit or loss are initially recognized at fair value, and related transaction costs are expensed to profit or loss. Financial assets are derecognized when the rights to receive cash flow from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets at fair value through profit or loss are subsequently recorded at fair value. Financial assets at amortized cost are measured in subsequent periods at amortized cost using the effective interest method. Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the Statement of Comprehensive Loss under financial income or expenses. 4) Impairment The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost. At each reporting date, the Company assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. If the financial instrument is determined to have low credit risk at the reporting date, the Company assumes that the credit risk on a financial instrument has not increased significantly since initial recognition. Prior to the effective date and adoption of IFRS 9, the financial assets of the Company were classified into the following categories: (i) financial assets at fair value through profit or loss, and (ii) loans and receivables. The classification depended on the purpose for which the financial assets were acquired. Also, prior to the adoption of IFRS 9, the Company assessed at December 31, 2018 whether there was any objective evidence that a financial asset or group of financial assets was impaired. 5) Financial Liabilities: a) Financial liabilities at fair value through profit or loss Warrants allotted to investors with a cashless exercise mechanism. In accordance with International Accounting Standard 32: “Financial Instruments: Presentation”, these warrants are classified as a “financial liability”. As the aforementioned liability is a non-equity derivative financial instrument, it is classified in accordance with IFRS 9 as a financial liability at fair value through profit or loss, which is measured at its fair value at each date of the balance sheet, with changes in the fair value carried to “profit from changes in fair value of warrants issued to investors” in the consolidated statement of loss and comprehensive loss. b) Financial liabilities at fair value through profit or loss Trade payables and financial liabilities included in “other liabilities” are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. m. Fair value measurement Fair value 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. Fair value measurement is based on the assumption that the transaction will take place in the asset’s or the liability’s principal market, or in the absence of a principal market, in the most advantageous market. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value hierarchy based on the lowest level input that is significant to the entire fair value measurement: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - inputs other than quoted prices included within Level 1 that are observable directly or indirectly. Level 3 - inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). The following table presents the Quantitative disclosures of the fair value measurement hierarchy for the Group’s liabilities. December 31, 2019 Fair value measurements using input type Level 1 Level 2 Total Financial liabilities related to Warrants to ADS (134 ) (2,038) (2,172 ) December 31, 2018 Fair value measurements using input type Level 1 Level 2 Total Financial liabilities related to Warrants to ADS (1,816 ) - (1,816 ) n. Treasury shares Treasury shares are measured at their acquisition cost and are presented as an offset against the Company’s equity. Any gain or loss deriving from the purchase, sale, issuance or cancellation of treasury shares is recognized directly in equity. o. Employee benefit liabilities: The Group has several employees benefits plans: 1. Short-term employment benefits: Short-term employee benefits are benefits that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related services. These benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions and are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Group has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made. 2. Post-employment benefits: Post- employment benefit plans are normally funded by contributions to insurance companies and are classified as defined contribution plans. The Company has defined contribution plans pursuant to Section 14 of the Israeli Severance Pay Law, into which the Company pays fixed contributions and has no legal or constructive obligation to pay further contributions on account of severance pay, even if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in current and prior periods. Contributions to the defined contribution plan in respect of severance or retirement pay are recognized as an expense when contributed concurrently with performance of the employee’s services. p. Share-based payment transactions: The Company’s employees and other service providers are entitled to remuneration in the form of equity-settled share-based payment transactions and certain employees and other service providers are entitled to remuneration in the form of cash-settled share-based payment transactions that are measured based on the increase in the Company’s share price. Equity-settled transactions: The cost of equity-settled transactions with employees is measured at the fair value of the equity instruments granted at grant date. The fair value is determined using an acceptable option pricing model. As for other service providers, the cost of the transactions is measured at the fair value of the goods or services received as consideration for equity instruments granted. In case where the fair value of the goods or services received as consideration of equity instruments cannot be measured, they are measured by reference to the fair value of the equity instruments granted. The cost of equity-settled transactions is recognized in profit or loss, together with a corresponding increase in equity, during the period in which the performance or service conditions are satisfied, and ending on the date on which the relevant employees become fully entitled to the award (the “Vesting Period”). No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vested irrespective of whether the market condition is satisfied, provided that all other vesting conditions (service and/or performance) are satisfied. If the Company modifies the conditions on which equity-instruments were granted, an additional expense is recognized for any modification that increases the total fair value of the share-based payment arrangement or is otherwise beneficial to the employee/other service provider at the modification date. If a grant of an equity instrument is cancelled, it is accounted for as if it had vested on the cancellation date and any expense not yet recognized for the grant is recognized immediately. However, if a new grant replaces the cancelled grant and is identified as a replacement grant on the grant date, the cancelled and new grants are accounted for as a modification of the original grant, as described above. q. Loss per share: Loss per share is calculated by dividing the net loss attributable to Company shareholders by the weighted number of outstanding ordinary shares during the period. Potential ordinary shares are only included in the computation of diluted loss per share when their conversion increases loss per share or decreases income per share. Potential ordinary shares that are converted during the period are included in diluted loss per share only until the conversion date and from that date in basic loss per share. r. Leases: The Company has adopted IFRS 16 retrospectively from January 1, 2019 but has not restated comparative figures for the year ended December 31, 2018 reporting period, as permitted under the modified retrospective approach. Upon the initial adoption of the new standard the Company measured the right-of-use asset at an amount equal to the lease liability, as measured on the transition date. For additional information please see Note 4. |
Significant Accounting Judgment
Significant Accounting Judgments, Estimates and Assumptions Used in Preparation of the Financial Statements | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of accounting judgements and estimates [text block] [Abstract] | |
Disclosure of accounting judgements and estimates [text block] | NOTE 3: SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN PREPARATION OF THE FINANCIAL STATEMENTS Estimates and assumptions: The preparation of the Group’s financial statements requires management to make estimates and assumptions that have an effect on application of the accounting policies and on the reported amounts of assets, liabilities and expenses. Changes in accounting estimates are reported in the period of the change in estimate. The key assumptions made in the financial statements concerning uncertainties at the reporting date and the critical estimates computed by the Company that may result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. ● Determining the fair value of share-based transactions The fair value of share-based transactions is determined upon initial recognition using acceptable option pricing models. The model is based on per-share price data and the exercise price and assumptions regarding expected volatility, expected life, expected dividend and risk-free interest rate. |
Adoption of New and Revised Sta
Adoption of New and Revised Standards | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of first-time adoption [text block] [Abstract] | |
Disclosure of first-time adoption [text block] | NOTE 4: ADOPTION OF NEW AND REVISED STANDARDS Initial application of IFRS 16 Leases: Effective January 1, 2019, the company has applied IFRS 16 Leases (as issued by the IASB in January 2016). IFRS 16 introduces new or amended requirements with respect to lease accounting. It introduces significant changes to lessee accounting by removing the distinction between operating and finance lease and requiring the recognition of a right-of-use asset and a lease liability at commencement for all leases, except for short-term leases and leases of low value assets when such recognition exemptions are adopted. The company has applied IFRS 16 in accordance with the cumulative catch-up approach using the practical expedient of calculating the liability based on the present value of the outstanding rentals and discounted on the incremental borrowing rate at the date of transition. The right of use asset was then set to equal the liability. In applying IFRS 16 for the first time, the Company used the following practical expedient permitted by the standard: Appling a single discount rate to a portfolio of leases with reasonably similar characteristics; Accounting for operating leases with a remaining lease term of less than 12 months as of January 1, 2019, as short-term leases; The Company has also elected not to reassess whether a contract is or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date, the Company relied on its assessment made by applying IAS-17 and IFRIC-4 to determining whether an arrangement contains a lease. Through the end of the 2018 financial year, the leases of offices and vehicles by the Company were classified as operating leases and payments made were charged to profit or loss on a straight-line basis over the period of the lease. From January 1, 2019, the leases are recognized as right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Each lease payment is allocated between the relative liability and financial cost. The financial cost is charged to profit or loss under Financial Expenses over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments (including in-substance fixed payments) and variable lease payments which are based on an index or a rate. Variable lease payments were not significant for the period. The lease payments are discounted using the rate implicit in the lease. If this rate cannot be readily determined, the lessee uses its incremental borrowing rate, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The company re-measures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is re-measured by discounting the revised lease payments using a revised discount rate. The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is re-measured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is re-measured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. Right-of-use assets are measured at cost, being the amount of the initial measurement of the lease liability and are subsequently measured at cost less accumulated depreciation and impairment losses. The company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Plant and Equipment’ policy. Leases (Group as a lessee) Disclosure required by IFRS 16 Right-of-use assets Offices Vehicles Total Cost Balance as of January 1, 2019 1,317 297 1,614 Deductions during the year - 146 146 Balance as of December 31, 2019 1,317 151 1,468 Accumulated Depreciation Balance as of January 1, 2019 - - - Additions during the year 329 104 433 329 104 433 Balance as of December 31, 2019 988 47 1,035 Balance as of December 31, 2019 (convenience translation into U.S. dollars (Note 2d) ) 286 13 299 The company leases include offices and vehicles under operating lease. The average lease term is 3 years. Impact on the comprehensive loss for the year Convenience translation December 31, December 31, 2019 2019 NIS U.S. dollars Interest expenses on lease liabilities 128 37 Expense relating to short-term leases 196 57 Depreciation of right-of-use asset 433 125 757 219 Lease liabilities Convenience translation December 31, December 31, 2019 2019 N I S U.S. dollars Non-current 677 196 Current 396 115 Total lease liabilities 1,073 311 Maturity analysis of lease liabilities Convenience translation December 31, December 31, 2019 2019 N I S U.S. dollars Year 1 435 126 Year 2 413 119 Year 3 320 93 Year 4 6 2 Total undiscounted cash payments 1,174 340 |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of trade and other receivables [text block] [Abstract] | |
Disclosure of trade and other receivables [text block] | NOTE 5: OTHER RECEIVABLES Convenience translation December 31, December 31, 2018 2019 2019 N I S U.S. dollars Other receivables 30 9 3 Government authorities 186 258 75 Prepaid expenses 600 202 58 816 469 136 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of property, plant and equipment [text block] [Abstract] | |
Disclosure of property, plant and equipment [text block] | NOTE 6: PROPERTY, PLANT AND EQUIPMENT, NET Balance as of December 31, 2019 Laboratory Leasehold Office furniture Computers Total Cost Balance as of January 1, 2019 1,777 396 220 359 2,752 Additions during the year 108 - - 15 123 Deductions during the year - - (1 ) (5 ) (6 ) Balance as of December 31, 2019 1,885 396 219 369 2,869 Accumulated Depreciation Balance as of January 1, 2019 536 366 45 261 1,208 Additions during the year: 280 15 20 61 376 Deductions during the year - - (*) (3 ) (3 ) Balance as of December 31, 2019 816 381 65 319 1,581 Depreciated cost as of December 31, 2019 1,069 15 154 50 1,288 Depreciated cost as of December 31, 2019 (convenience translation into U.S. dollars (Note 2d) ) 309 4 45 15 373 Balance as of December 31, 2018: Laboratory Leasehold Office furniture Computers Total Cost Balance as of January 1, 2018 1,250 384 171 295 2,100 Additions during the year 527 12 49 64 652 Balance as of December 31, 2018 1,777 396 220 359 2,752 Accumulated Depreciation Balance as of January 1, 2018 302 241 31 182 756 Additions during the year: 234 125 14 79 452 Balance as of December 31, 2018 536 366 45 261 1,208 Depreciated cost as of December 31, 2018 1,241 30 175 98 1,544 |
Other Payables
Other Payables | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Other Payables Explanatory [Abstract] | |
Disclosure of Other Payables Explanatory [Text Block] | NOTE 7: OTHER PAYABLES Convenience translation December 31, December 31, 2018 2019 2019 N I S U.S. dollars Employees and payroll accruals (*) 2,317 877 254 Accrued expenses 1,499 2,025 586 Other 196 178 51 4,012 3,080 891 (*) Balance includes related parties (The Company’s CEO and the Chairman of the Board of Directors). |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of classes of share capital [text block] [Abstract] | |
Disclosure of classes of share capital [text block] | NOTE 8: EQUITY a. Changes in share capital: Number of Shares (issued Balance as of January 1, 2018 (*) 120,185,659 Issuance of shares and warrants 9,696,960 Exercise of share options 310,180 ADS granted 222,000 Balance as of December 31, 2018 (*) 130,414,799 Issuance of shares and warrants (see Note 8.5) 93,673,000 Balance as of December 31, 2019 (*) 224,087,799 (*) Net of 2,641,693 treasury shares of the Company, held by the Company. 1. In February 2016, the Company completed a private placement of shares and warrants for a total of approximately NIS 8,000 and issued 5,783,437 ordinary shares as well as 1,927,801 unlisted warrants exercisable for a period of 12 months, at an exercise price of NIS 2.1 per warrant. Participants in the private placement also included related parties and an officer of the Company. On May 16, 2016, the Company’s shareholders, at a general meeting, approved the participation of the controlling shareholder and Chairman of the Board, Nuriel Kasbian Chirich, in the private placement, and accordingly he was allotted 287,769 shares and 95,923 unlisted warrants of the Company on the same terms as the rest of the offerees. On January 9, 2017, the Company’s shareholders, at general meeting of the Company’s shareholders, approved the extension of the exercise period of the warrants until March 7, 2018. At March 7, 2018 the unlisted warrants expired. 2. On July 28, 2016, the Company completed a US initial public offering (the “IPO”) of 1,292,308 ADSs and listed warrants to purchase 969,231 ADSs (the “Listed Warrants”) at a combined price to the public of $6.50 resulting in Each Listed Warrant is exercisable into one ADS, for a period of five years at an exercise price of US$7.50 per warrant. Since the warrant exercise price is in US dollars, which is not the Company’s functional currency, the Listed Warrants were classified as a financial liability at fair value and are marked to market through profit or loss in accordance with IFRS 9. The Company granted the underwriters a 45-day over-allotment option to purchase up to 193,846 additional ADSs at a price of US$6.038 per ADS and/or additional Listed Warrants to purchase 145,385 ADSs, on the same terms as the warrants issued to the public, at a price of US$0.007 per warrant. The underwriters partially exercised the over-allotment option resulting in the issuance of 65,890 Listed Warrants. The option to the Underwriters was recognized as a share-based payment transaction in accordance with IFRS 2 and was netted off the total consideration as issuance cost. Furthermore, the Company issued to the underwriters unlisted warrants to purchase 77,538 ADSs at an exercise price of $8.80 per warrant and exercisable for a period of four years. The underwriters’ unlisted warrants were classified as a share-based payment transaction in accordance with IFRS 2 and netted off the total consideration as issuance cost. On April 4, 2017, underwriters’ warrants to purchase 61,487 ADSs were exercised. 3. On September 7, 2017, the Company sold to certain accredited investors an aggregate of 531,136 ADSs and 265,568 unregistered warrants to purchase 265,568 ADSs in a registered direct offering at $8.10 per ADS in which it raised gross proceeds of NIS 15,214, (NIS 13,970 net of all issuance costs, including share-based awards granted). An amount of NIS 11,695 out of the consideration related to the ADSs and classified as equity component, while an amount of NIS 2,481 related to the fair value of the warrants, calculate by the Black–Scholes model, to purchase ADSs and was classified as a liability. Issuance costs amounting to NIS 204 associated with the issuance of the warrants, have been recognized as finance expenses. The investor warrants were exercisable for one year from issuance and had an exercise price of $12.07 per ADS, subject to adjustment as set forth therein. The investor warrants were exercisable on a cashless basis if there were no effective registration statement registering the ADSs underlying the warrants. The Company paid approximately $140 in placement agent fees and expenses and issued unregistered placement agent warrants to purchase 7,492 ADSs on the same general terms as the investor warrants except they have an exercise price of $10.125 per ADS. On September 10, 2018 all the investor warrants and the placement agent warrants were expired. Since the warrant exercise price is in US dollars, which is not the Company’s functional currency, the unregistered warrants to purchase ADS were classified as a financial liability at fair value and are marked to market through profit or loss. The placement agent warrants were classified as a share-based payment transaction in accordance with IFRS 2 and netted off the total consideration as issuance cost. 4. On January 31, 2018, the Company sold to certain institutional investors an aggregate of 484,848 ADSs and 266,667 unregistered warrants to purchase 266,667 ADSs in a registered direct offering at $8.25 per ADS in which it raised gross proceeds of NIS 13,620 (NIS 11,865 net of all issuance costs in the amount of NIS 1,755, including share-based awards granted). An amount of NIS 10,024 out of the consideration related to the ADSs and classified as equity component, while an amount of NIS 2,113 related to the fair value of the warrants, calculate by the Black–Scholes model, to purchase ADSs and was classified as a liability. Issuance costs amounting to NIS 272 associated with the issuance of the warrants, have been recognized as finance expenses. The investor warrants may be exercised for one year from issuance and have an exercise price of $12.00 per ADS, subject to adjustment as set forth therein. The investor warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants. As part of the issuance costs, the Company paid approximately $323 in placement agent fees and expenses and issued unregistered placement agent warrants to purchase 24,242 ADSs on the same general terms as the investor warrants except they have an exercise price of $10.31 per ADS. On January 30, 2019 all the investor warrants and the placement agent warrants were expired. Since the warrant exercise price is in US dollars, which is not the Company’s functional currency, the unregistered warrants to purchase ADS were classified as a financial liability at fair value and are marked to market through profit or loss in accordance with IFRS 9. The placement agent warrants were classified as a share-based payment transaction in accordance with IFRS 2 and was netted off the total consideration as issuance cost. 5. On February 12, 2019, the Company sold to certain institutional investors an aggregate of 1,889,000 units, each consisting of (i) one ADS, and (ii) one warrant to purchase one ADS, at a public offering price of $1.50 per unit, and (b) 2,444,650 pre-funded units, each consisting of (i) one prefunded warrant to purchase one ADS, and (ii) one warrant, at a public offering price of $1.49 per Pre-funded unit. In connection with the offering, the company granted the underwriters a 45-day option to purchase up to an additional 650,070 ADSs and/or 650,070 warrants to purchase up to an additional 650,070 ADSs. The underwriters partially exercised their over-allotment option to purchase an aggregate of 350,000 additional ADS and additional warrants to purchase 650,070 ADSs. Subsequently, of the pre-funded warrants issued, the company issued 2,444,650 ADSs upon exercise of pre-funded warrants. The company raised gross proceeds of NIS 25,422 (NIS 20,796 net of all issuance costs in the amount of NIS 4,626, including share-based awards granted). An amount of NIS 13,505 out of the consideration was related to the ADSs and classified as equity component, while an amount of NIS 8,999 was related to the fair value of the non-tradable Warrants and was classified as a liability. Since the warrant exercise price is in US dollars, which is not the Company’s functional currency, the unregistered warrants to purchase ADS were classified as a financial liability at fair value and are marked to market through profit or loss in accordance with IFRS 9. The underwriters’ unlisted warrants were classified as a share-based payment transaction in accordance with IFRS 2 and netted off the total consideration as issuance cost. Furthermore, the Company issued to the underwriters unlisted warrants to purchase 109,642 ADSs at an exercise price of $1.5 per warrant and exercisable for a period of five years. The underwriters’ unlisted warrants were classified as a share-based payment transaction in accordance with IFRS 2 and netted off the total consideration as issuance cost. b. Rights related to ordinary shares All ordinary shares shall have equal rights and each ordinary share shall entitle the holder the following rights: 1. The right to receive notices of any general meeting of shareholders, to participate in meetings and vote on any matter raised in the meeting. Each ordinary share entitles its holder to one vote. 2. The right to participate in any distribution by the Company to its shareholders and receive dividends and / or bonus shares, if distributed in accordance with the Company articles of association. 3. The right to participate at the time of liquidation of the Company, in the distribution of the Company’s assets permitted to be distributed in proportion to the number of shares allocated and the degree of repayment by the shareholders, if not fully paid, and subject to the provisions of the articles of association of the Company and without prejudice to existing rights of shareholders of any kind. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of share-based payment arrangements [text block] [Abstract] | |
Disclosure of share-based payment arrangements [text block] | NOTE 9: SHARE-BASED COMPENSATION a. In February 2014, the Company’s board of directors adopted an Employee Shares Incentive Plan (the “2014 Plan”). Under the 2014 Plan, options may be granted to employees, officers, directors, consultants, advisers and service providers of the Company. On June 20, 2019, the board of directors approved an increase to the Company’s option pool of 20,000,000 options. As a result, the Company has a total of 37,100,000 options in the pool. b. On November 23, 2015, the Company’s shareholders, at a general meeting of shareholders approved the former Deputy CEO and CFO terms of service, including a grant of options, which is an exception from the Company’s compensation policy, as further described below. The terms of service included among others, a grant of 2,658,246 options, exercisable for 2,658,246 ordinary shares, no par value, of the Company at an exercise price of NIS 1.286 per share. The total benefit in respect of the grant calculated at the grant date was NIS 3,033. On March 28, 2017, 500,000 options were exercised into 500,000 ordinary shares by the Company’s former Deputy CEO and CFO. During January 2018, 310,180 options were exercised into 310,180 ordinary shares by the Company’s former Deputy CEO and CFO. The remaining 297,420 options expired on February 28, 2018. c. Details on share-based payment for service providers: 1. On November 26, 2018 the Company issued 9,000 ADSs to a consultant. On November 12, 2018, the board of directors approved the issuance of ADSs. 2. On December 2, 2018 the Company issued 2,100 ADSs to a consultant. On November 12, 2018, the board of directors approved the issuance of ADSs. In addition, the Company issued warrants to purchase 4,500 ADSs exercisable at $4.803 per ADS for one year from the agreement date and are fully vested from the issuance date. On November 14, 2019 all the warrants were expired. 3. On May 20, 2019 the board of directors approved to a consultant a grant of 672,264 warrants, exercisable for 672,264 ADSs of the Company at an exercise price of USD 0.01 per ADS. d. Expense recognized in the financial statements: The expense that was recognized for services received from employees, directors and service providers is as follows: Convenience translation (Note 2d) Year ended December 31, Year ended December 31, 2017 2018 2019 2019 N I S U.S. dollars Research and development 1,940 807 513 148 General and administrative 3,444 3,730 2,195 636 Total share-based compensation 5,384 4,537 2,708 784 e. Activity during the year: The table below includes the number of share options, and the weighted average of their exercise prices: 2018 2019 Number of options Weighted Average Exercise price Number of options Weighted Average Exercise price NIS NIS Outstanding at beginning of year 10,752,668 1.18 13,014,147 1.18 Options exercised for shares (310,180 ) 1.29 - - Options forfeited (170,375 ) 1.34 (4,556,865 ) 0.70 Option Expired (693,756 ) 1.39 (671,438 ) 1.21 Granted 3,435,790 1.21 14,307,660 0.12 Outstanding at end of year 13,014,147 1.18 22,093,504 0.59 f. The following table summarize information about the Company’s outstanding and exercisable options granted to employees and consultants as of December 31, 2019: Exercise price (Range) Options outstanding as of December 31, 2019 Weighted average remaining contractual term Options exercisable as of December 31, 2019 Weighted average remaining contractual term (years) (years) 0.001 - 1.35 19,817,294 8.5 11,905,177 8.1 1.35 - 1.8 2,060,210 6.0 1,609,061 5.4 1.8 - 2.1 216,000 5.6 216,000 5.6 22,093,504 8.2 13,730,238 7.8 g. Measuring the fair value of share options settled by equity instruments: The Company measures the fair value of the options under the Black-Scholes model. Fair values were estimated using the following assumptions for the years ended December 31, 2018 and 2019, is as follows: 2018 2019 Dividend yield (%) 0 0 Expected volatility of the share prices (%) 59.23%-84.66% 77.75% Risk-free interest rate (%) 1.86%-3.19% 2.14% Expected life of share options (years) 1-10 10 Based on the assumptions above, the fair value of options granted in the years 2018-2019 was NIS 4,676,895 at the grant date. The determination of the grant date fair value of options using an option pricing model (the Company utilizes the Black-Scholes model) is affected by estimates and assumptions regarding several complex and subjective variables. These variables include the expected volatility of the Company’s share price over the expected term of the options, share option exercise and cancellation behaviors, risk-free interest rates and expected dividends, which are estimated as follows: 1. The expected share price volatility is based on the historical volatility in the trading price of the Company’s ordinary shares as well as comparable companies on the benchmarks of related companies. 2. The expected term of options granted is based upon the contractual life of the options and represents the period that options granted are expected to be outstanding. 3. The risk-free interest rate is based on the yield from government bonds with a term equivalent to the contractual life of the options. 4. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of income tax [text block] [Abstract] | |
Disclosure of income tax [text block] | NOTE 10: TAXES ON INCOME a. Corporate tax rates in Israel: The Israeli corporate income tax rate was 23% in 2019, 23% in 2018, and 24% in 2017 A company incorporated in the U.S. - weighted tax rate of about 21% (Federal tax, State tax and city tax of the city where the company operates). Cellect Biotech Inc is subject to the U.S. federal tax reform (Tax Cuts and Jobs Act of 2017). b. Final tax assessments: The Company and its subsidiary received final tax assessments through tax years 2012. In 2018, the Company received final tax assessments for the years 2013-2016 following an audit of the income tax of ITA. c. Net operating carry forwards losses for tax purposes and other temporary differences: As of December 31, 2019, the Company had carried forward operating losses amounting to approximately NIS 79,263. The Company did not recognize deferred tax assets for carry forward operating and capital losses and other temporary differences because their utilization in the foreseeable future is not probable. |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of commitments and contingent liabilities [text block] [Abstract] | |
Disclosure of commitments and contingent liabilities [text block] | NOTE 11: CONTINGENT LIABILITIES AND COMMITMENTS a. Commitments 1. On September 1, 2015, the Company signed a lease agreement for new offices. The aforementioned lease agreement is for a minimum period of three years from the date of signing the agreement. On October 15, 2018 the lease agreement was extended for two additional years until October 14, 2020. During 2018, the Company signed a new lease agreement for additional offices in the same building. The aforementioned lease agreement, is for a minimum period of 18 months. The future minimum lease fees payable as of December 31, 2019 are NIS 376, NIS 376, NIS 297 for the years 2020, 2021 and 2022 respectively. The Company has entered into operating lease agreements for vehicles. These leases have an average life of three years with no option to extend the contract. The Company has the right to terminate the agreement before the end of the three years and will be required to pay an early termination penalty of between one to three months of the lease. The future minimum lease fees payable as of December 31, 2019 are NIS 58, NIS 38, NIS 23, NIS 6 for the years 2020, 2021, 2022 and 2023 respectively. 2. The Company participated in programs sponsored by the Israel-United States Binational Industrial Research and Development Foundation (BIRD) for the support of research and development activities. The Company is obligated to pay royalties to BIRD, amounting to 5% of the gross sales of the products and other related revenues developed from such activities, up to an amount of 150% from the grant received from BIRD by the Company indexed to the U.S. consumer price index. As of December 31, 2018, the Company received an aggregate grant of $120 from the BIRD Foundation in support of the development and commercialization of the Company’s stem cell selection technology in collaboration with Entegris. The Company is no longer pursuing its collaboration with Entegris and does not expect to receive additional grants in the future. b. Liens: The Company provided a NIS 51 restricted bank deposit to secure credit card payments. The Company provided a NIS 163 restricted bank deposit to secure the rent payment. |
Balances and Transactions with
Balances and Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of related party [text block] [Abstract] | |
Disclosure of related party [text block] | NOTE 12: BALANCES AND TRANSACTIONS WITH RELATED PARTIES a. Related party balances Convenience translation (Note 2d) December 31 Year ended December 31, 2018 2019 2019 Key management personnel Other related parties Key management personnel Other related parties Key management personnel Other related parties NIS U.S. Dollars Other payables 687 848 415 108 120 31 687 848 415 108 120 31 The other payables include annual gross salaries, compensation, share based payment and accrued vacation. b. The directors and senior managers of the Company are entitled, in addition to salary, to non-cash benefits (such as a car, medical insurance, etc.). Benefits for employment of key management personnel (including directors) employed in the Company: Convenience translation (Note 2d) Year ended December 31, Year ended December 31, 2017 2018 2019 2019 No. of people Amount NIS No. of people Amount NIS No. of people Amount NIS Amount U.S. dollars Short-term employee benefits 5 7,816 8 8,790 4 5,190 1,502 c. Benefits for employment of key management personnel (including directors) that are not employed in the Company: Convenience translation (Note 2d) Year ended December 31, Year ended December 31, 2017 2018 2019 2019 No. of people Amount NIS No. of people Amount NIS No. of people Amount NIS Amount U.S. dollars Directors’ fees 8 682 7 1,027 7 636 184 8 682 7 1,027 7 636 184 d. Transactions with related parties: Convenience translation (Note 2d) Year ended December 31, Year ended December 31, 2017 2018 2019 2019 Key management personnel Related parties Key management personnel Related parties Key management personnel Related parties Key management personnel Related parties Research and development expenses 634 2,661 2,107 913 1,326 - 384 - General and administrative expenses 2,014 2,507 2,254 3,517 2,560 1,304 741 377 2,648 5,168 4,361 4,430 3,886 1,304 1,125 377 The transactions with related parties include annual gross salaries, compensation and share based payment. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of events after reporting period [text block] [Abstract] | |
Disclosure of events after reporting period [text block] | NOTE 13: SUBSEQUENT EVENTS 1. On January 7, 2020, the Company entered into Securities Purchase Agreements with certain institutional investors providing for the issuance of an aggregate of 1,000,000 American Depositary Shares (the “ADSs”) each representing 100 of the Company’s ordinary shares in a registered direct offering at a purchase price of $3.00 per ADS, resulting in gross proceeds of approximately NIS 10,410 (NIS 9,115 net of all issuance costs). 2. On January 9, 2020, Mr. Kasbian Nuriel Chirich, chairman of the board of directors notified the Company that he resigns from his position as the Company’s chairman of the board as well as director. The Board of Directors elected Mr. Nahmias as a director and to serve as Chairman of the Board of Directors. 3. On March 4, 2020, the Board of Directors approved commercial Letter Of Intent (LOI) with Canndoc Ltd (“Canndoc”), a wholly owned subsidiary of Intercure Ltd. (“Intercure”). The Company will acquire from Canndoc all rights to the use of Canndoc’s products for the reduction of opioid usage, including accumulated data, as well as on-going and pipeline of clinical trials. In addition, Canndoc will supply to the Company, over the course of the next five years, with a minimum of 6 tons of GMP pharma grade cannabis products with a value of $18 million USD. The Company will have the option to extend the agreement for an additional period of 5 years, until 2029. The products will be distributed and sold on behalf of Cellect by Canndoc’ s existing distribution channels. The comapny will issue to Canndoc 1,023,720 American Depositary Receipts (“ADRs”) representing 19% of Cellect’s share capital on partially diluted basis. In addition to the strategic commercial agreement, the companies are considering expanding their collaboration and have signed a non-binding LOI for a full merger. Under preliminary details, the Company will acquire from Intercure all of Canndoc’s outstanding shares, in exchange for additional Cellect ADRs to be in total approximately 95% (approximately 93% on a fully diluted basis) of the merged company. The proposed merger is subject to definitive agreement, Board approval and customary closing conditions, including the approval of the IMCA (Israeli Medical Cannabis Agency) and Cellect’s shareholders. The parties aim to close such transaction in 2020. The parties agreed to act jointly in order to fulfill all the requirements to enable the Company to continue to trade on the NASDAQ and, for this purpose, Intercure has committed to invest a cash sum of at least $3 million USD in any public offering that Cellect may undertake, at a price of not less than $4.50 USD per ADR. 4. In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries, and infections have been reported globally. On January 30, 2020, the World Health Organization declared the outbreak a pandemic and a global emergency. In addition, several countries have imposed travel bans in response to the outbreak. To date, the pandemic and governmental responses have hampered our ability to enroll patients and conduct clinical trials. The extent to which the pandemic and governmental responses will continue to affect our ability to conduct clinical trials and otherwise affect our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the pandemic, new information which may emerge concerning the severity of the coronavirus, and the actions to contain the coronavirus or treat its impact, among others. However, the continued spread of the coronavirus globally and governmental actions to contain it could adversely affect our operations. In particular, we may not be able to conduct clinical trials, because of difficulty in recruiting patients, obtaining Fas ligand and other raw materials we use in clinical trials, finding facilities in which to conduct clinical trials, enter into, or continue collaboration in, strategic relationships, and/or obtain sufficient additional sufficient funds to finance our operations, any of which could materially and adversely affect our business. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation of the financial statements: | a. Basis of presentation of the financial statements: These financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The Company’s financial statements have been prepared on a cost basis, except for liability related to warrants that are measured at fair value through profit or loss. |
Consolidated financial statements: | b. Consolidated financial statements: The consolidated financial statements include the financial statements of companies that are controlled by the Company (subsidiaries). Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing whether an entity has control. The consolidation of the financial statements commences on the date on which control is obtained and ends when such control ceases. The financial statements of the Company and its subsidiaries (the “Group”) are prepared as of the same dates and periods. The consolidated financial statements are prepared using uniform accounting policies by all companies in the Group. Significant intercompany balances and transactions and gains or losses resulting from intragroup transactions are eliminated in full in the consolidated financial statements. |
Functional currency, reporting currency and foreign currency: | c. Functional currency, reporting currency and foreign currency: 1. Functional currency and reporting currency: The presentation currency of the financial statements is the New Israeli Shekel (“NIS”). The Company and its subsidiaries determine the functional currency of each entity, and this currency is used to separately measure each entity's financial position and operating results. The Company's functional currency is NIS. 2. Transactions, assets and liabilities in foreign currency: Transactions denominated in foreign currency are recorded upon initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at each reporting date into the functional currency at the exchange rate at that date. Exchange rate differences are recognized in profit or loss. |
Convenience translation into U.S. dollars: | d. Convenience translation into U.S. dollars: The financial statements as of December 31, 2019 and for the year then ended have been translated into U.S. dollars using the exchange rate of the U.S. dollar as of December 31, 2019 (U.S. $1.00 = NIS 3.456). The translation was made solely for convenience purposes. The dollar amounts presented in these financial statements should not be construed as representing amounts that are receivable or payable in dollars or convertible into dollars, unless otherwise indicated. |
Cash and Cash equivalents: | e. Cash and Cash equivalents: Cash equivalents are considered as highly liquid investments, including unrestricted short-term bank deposits with an original maturity of three months or less from the date of investment or with a maturity of more than three months, but which are redeemable on demand without penalty and which form part of the Group’s cash management. |
Restricted cash: | f. Restricted cash: Restricted cash is primarily invested to secure credit card payments and is used as security for the Company’s lease commitment. |
Taxes on income: | g. Taxes on income: Current or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other comprehensive income or equity. 1. Current taxes The current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date as well as adjustments required in connection with the tax liability in respect of previous years. 2. Deferred taxes Deferred taxes are computed in respect of temporary differences between the carrying amounts in the financial statements and the amounts attributed for tax purposes. Deferred taxes are measured at the tax rate that is expected to apply when the asset is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is not probable that they will be utilized. Temporary differences for which deferred tax assets had not been recognized are reviewed at each reporting date and a respective deferred tax asset is recognized to the extent that their utilization is probable. |
Property, plant and equipment: | h. Property, plant and equipment: Property, plant and equipment are measured at cost, including directly attributable costs, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows: % Computers and Electronic Equipment 33 Laboratory and clinical experiments equipment 15 Leasehold improvements (*) Office furniture and equipment 7 - 15 (*) Leasehold improvements are depreciated on a straight-line basis over the earlier of the lease term or the estimated useful life of the improvement. The useful life, depreciation method and residual value of an asset are reviewed at least each year-end and any changes are accounted for prospectively as a change in accounting estimate. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale and the date that the asset is derecognized. |
Research and development expenses: | i. Research and development expenses: Research and development expenses are recognized in profit or loss when incurred. The conditions enabling capitalization of development costs as an asset have not yet been met and, therefore, all development expenditures are recognized in profit or loss when incurred. |
Government grants: | j. Government grants: Government grants are recognized when there is reasonable assurance that the grants will be received, and the Company will comply with the attached conditions. Government grants received from the Israel-U.S. Binational Industrial Research and Development (“BIRD”) Foundation are recognized upon receipt as a reduction in research and development expenses, as the Company evaluated that there is reasonable assurance that the Company will not be required to pay royalties, based on the best estimate of future sales using the original effective interest method. |
Impairment of non-financial assets: | k. Impairment of non-financial assets: The Company evaluates the need to record an impairment of non-financial assets whenever events or changes in circumstances indicate that the carrying amount is not recoverable. If the carrying amount of non-financial assets exceeds their recoverable amount, the assets are reduced to their recoverable amount. The recoverable amount is the higher of fair value less costs of sale and value in use. In measuring value in use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the risks specific to the asset. The recoverable amount of an asset that does not generate independent cash flows is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss. An impairment loss of an asset, other than goodwill, is reversed only if there have been changes in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. Reversal of an impairment loss, as above, shall not be increased above the lower of the carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the asset in prior years and its recoverable amount. The reversal of impairment loss of an asset presented at cost is recognized in profit or loss. The Company did not recognize any impairment of non-financial assets for any of the periods presented. |
Financial instruments: | l. Financial instruments: Effective January 1, 2019, the Company adopted IFRS 9 “Financial Instruments.” 1. Financial Assets a) Classification: The financial assets of the Company are classified into the following two categories: (i) financial assets at fair value through profit or loss, and (ii) financial assets at amortized cost. The classification is done on the basis of the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. 1) Financial assets at amortized costs: Financial assets at amortized cost are assets held pursuant to a business model whose objective is to hold assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortized cost are included in current assets, except for those with maturities greater than 12 months after the balance sheet date (in which case they are classified as non-current assets). The Company’s financial assets at amortized cost are included in other receivables and bank deposits in the consolidated statements of financial position. 2) Financial assets at fair value through profit or loss: Financial assets at fair value through profit or loss are assets not measured at amortized cost in accordance with (1)(a) above. Assets in this category are classified as current assets if they are expected to be settled within 12 months; otherwise, they are classified as non-current assets. 3) Recognition and measurement Regular purchases and sales of financial assets are recognized on the settlement date, which is the date on which the asset is delivered to the Company or delivered by the Company. Investments are initially recognized at fair value plus transaction costs for all financial assets not recorded at fair value through profit or loss, except for trade receivables, which are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components. Financial assets measured at fair value through profit or loss are initially recognized at fair value, and related transaction costs are expensed to profit or loss. Financial assets are derecognized when the rights to receive cash flow from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets at fair value through profit or loss are subsequently recorded at fair value. Financial assets at amortized cost are measured in subsequent periods at amortized cost using the effective interest method. Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the Statement of Comprehensive Loss under financial income or expenses. 4) Impairment The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost. At each reporting date, the Company assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. If the financial instrument is determined to have low credit risk at the reporting date, the Company assumes that the credit risk on a financial instrument has not increased significantly since initial recognition. Prior to the effective date and adoption of IFRS 9, the financial assets of the Company were classified into the following categories: (i) financial assets at fair value through profit or loss, and (ii) loans and receivables. The classification depended on the purpose for which the financial assets were acquired. Also, prior to the adoption of IFRS 9, the Company assessed at December 31, 2018 whether there was any objective evidence that a financial asset or group of financial assets was impaired. 5) Financial Liabilities: a) Financial liabilities at fair value through profit or loss Warrants allotted to investors with a cashless exercise mechanism. In accordance with International Accounting Standard 32: “Financial Instruments: Presentation”, these warrants are classified as a “financial liability”. As the aforementioned liability is a non-equity derivative financial instrument, it is classified in accordance with IFRS 9 as a financial liability at fair value through profit or loss, which is measured at its fair value at each date of the balance sheet, with changes in the fair value carried to “profit from changes in fair value of warrants issued to investors” in the consolidated statement of loss and comprehensive loss. b) Financial liabilities at fair value through profit or loss Trade payables and financial liabilities included in “other liabilities” are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. |
Fair value measurement: | m. Fair value measurement Fair value 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. Fair value measurement is based on the assumption that the transaction will take place in the asset’s or the liability’s principal market, or in the absence of a principal market, in the most advantageous market. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value hierarchy based on the lowest level input that is significant to the entire fair value measurement: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - inputs other than quoted prices included within Level 1 that are observable directly or indirectly. Level 3 - inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). The following table presents the Quantitative disclosures of the fair value measurement hierarchy for the Group’s liabilities. December 31, 2019 Fair value measurements using input type Level 1 Level 2 Total Financial liabilities related to Warrants to ADS (134 ) (2,038) (2,172 ) December 31, 2018 Fair value measurements using input type Level 1 Level 2 Total Financial liabilities related to Warrants to ADS (1,816 ) - (1,816 ) |
Treasury shares: | n. Treasury shares Treasury shares are measured at their acquisition cost and are presented as an offset against the Company’s equity. Any gain or loss deriving from the purchase, sale, issuance or cancellation of treasury shares is recognized directly in equity. |
Employee benefit liabilities: | o. Employee benefit liabilities: The Group has several employees benefits plans: 1. Short-term employment benefits: Short-term employee benefits are benefits that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related services. These benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions and are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Group has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made. 2. Post-employment benefits: Post- employment benefit plans are normally funded by contributions to insurance companies and are classified as defined contribution plans. The Company has defined contribution plans pursuant to Section 14 of the Israeli Severance Pay Law, into which the Company pays fixed contributions and has no legal or constructive obligation to pay further contributions on account of severance pay, even if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in current and prior periods. Contributions to the defined contribution plan in respect of severance or retirement pay are recognized as an expense when contributed concurrently with performance of the employee’s services. |
Share-based payment transactions: | p. Share-based payment transactions: The Company’s employees and other service providers are entitled to remuneration in the form of equity-settled share-based payment transactions and certain employees and other service providers are entitled to remuneration in the form of cash-settled share-based payment transactions that are measured based on the increase in the Company’s share price. Equity-settled transactions: The cost of equity-settled transactions with employees is measured at the fair value of the equity instruments granted at grant date. The fair value is determined using an acceptable option pricing model. As for other service providers, the cost of the transactions is measured at the fair value of the goods or services received as consideration for equity instruments granted. In case where the fair value of the goods or services received as consideration of equity instruments cannot be measured, they are measured by reference to the fair value of the equity instruments granted. The cost of equity-settled transactions is recognized in profit or loss, together with a corresponding increase in equity, during the period in which the performance or service conditions are satisfied, and ending on the date on which the relevant employees become fully entitled to the award (the “Vesting Period”). No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vested irrespective of whether the market condition is satisfied, provided that all other vesting conditions (service and/or performance) are satisfied. If the Company modifies the conditions on which equity-instruments were granted, an additional expense is recognized for any modification that increases the total fair value of the share-based payment arrangement or is otherwise beneficial to the employee/other service provider at the modification date. If a grant of an equity instrument is cancelled, it is accounted for as if it had vested on the cancellation date and any expense not yet recognized for the grant is recognized immediately. However, if a new grant replaces the cancelled grant and is identified as a replacement grant on the grant date, the cancelled and new grants are accounted for as a modification of the original grant, as described above. |
Loss per share: | q. Loss per share: Loss per share is calculated by dividing the net loss attributable to Company shareholders by the weighted number of outstanding ordinary shares during the period. Potential ordinary shares are only included in the computation of diluted loss per share when their conversion increases loss per share or decreases income per share. Potential ordinary shares that are converted during the period are included in diluted loss per share only until the conversion date and from that date in basic loss per share. |
Leases: | r. Leases: The Company has adopted IFRS 16 retrospectively from January 1, 2019 but has not restated comparative figures for the year ended December 31, 2018 reporting period, as permitted under the modified retrospective approach. Upon the initial adoption of the new standard the Company measured the right-of-use asset at an amount equal to the lease liability, as measured on the transition date. For additional information please see Note 4. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of significant accounting policies [text block] [Abstract] | |
Disclosure of Detailed Information about Useful Lives Property Plant and Equipment Explanatory [Table Text Block] | % Computers and Electronic Equipment 33 Laboratory and clinical experiments equipment 15 Leasehold improvements (*) Office furniture and equipment 7 - 15 |
Disclosure of fair value of financial instruments [text block] | December 31, 2019 Fair value measurements using input type Level 1 Level 2 Total Financial liabilities related to Warrants to ADS (134 ) (2,038) (2,172 ) December 31, 2018 Fair value measurements using input type Level 1 Level 2 Total Financial liabilities related to Warrants to ADS (1,816 ) - (1,816 ) |
Adoption of New and Revised S_2
Adoption of New and Revised Standards (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of first-time adoption [text block] [Abstract] | |
Schedule of right-of-use assets [table text block] | Offices Vehicles Total Cost Balance as of January 1, 2019 1,317 297 1,614 Deductions during the year - 146 146 Balance as of December 31, 2019 1,317 151 1,468 Accumulated Depreciation Balance as of January 1, 2019 - - - Additions during the year 329 104 433 329 104 433 Balance as of December 31, 2019 988 47 1,035 Balance as of December 31, 2019 (convenience translation into U.S. dollars (Note 2d) ) 286 13 299 |
Schedule of impact on the comprehensive loss for the year [table text block] | Convenience translation December 31, December 31, 2019 2019 NIS U.S. dollars Interest expenses on lease liabilities 128 37 Expense relating to short-term leases 196 57 Depreciation of right-of-use asset 433 125 757 219 |
Schedule of lease liabilities [table text block] | Convenience translation December 31, December 31, 2019 2019 N I S U.S. dollars Non-current 677 196 Current 396 115 Total lease liabilities 1,073 311 |
Schedule of maturity analysis of lease liabilities [table text block] | Convenience translation December 31, December 31, 2019 2019 N I S U.S. dollars Year 1 435 126 Year 2 413 119 Year 3 320 93 Year 4 6 2 Total undiscounted cash payments 1,174 340 |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of trade and other receivables [text block] [Abstract] | |
Schedule of other receivables [table text block] | Convenience translation December 31, December 31, 2018 2019 2019 N I S U.S. dollars Other receivables 30 9 3 Government authorities 186 258 75 Prepaid expenses 600 202 58 816 469 136 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of property, plant and equipment [text block] [Abstract] | |
Disclosure of detailed information about property, plant and equipment [text block] | Laboratory Leasehold Office furniture Computers Total Cost Balance as of January 1, 2019 1,777 396 220 359 2,752 Additions during the year 108 - - 15 123 Deductions during the year - - (1 ) (5 ) (6 ) Balance as of December 31, 2019 1,885 396 219 369 2,869 Accumulated Depreciation Balance as of January 1, 2019 536 366 45 261 1,208 Additions during the year: 280 15 20 61 376 Deductions during the year - - (*) (3 ) (3 ) Balance as of December 31, 2019 816 381 65 319 1,581 Depreciated cost as of December 31, 2019 1,069 15 154 50 1,288 Depreciated cost as of December 31, 2019 (convenience translation into U.S. dollars (Note 2d) ) 309 4 45 15 373 Laboratory Leasehold Office furniture Computers Total Cost Balance as of January 1, 2018 1,250 384 171 295 2,100 Additions during the year 527 12 49 64 652 Balance as of December 31, 2018 1,777 396 220 359 2,752 Accumulated Depreciation Balance as of January 1, 2018 302 241 31 182 756 Additions during the year: 234 125 14 79 452 Balance as of December 31, 2018 536 366 45 261 1,208 Depreciated cost as of December 31, 2018 1,241 30 175 98 1,544 |
Other Payables (Tables)
Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Other Payables Explanatory [Abstract] | |
Disclosure of Detailed Information about Other Payables Explanatory [Table Text Block] | Convenience translation December 31, December 31, 2018 2019 2019 N I S U.S. dollars Employees and payroll accruals (*) 2,317 877 254 Accrued expenses 1,499 2,025 586 Other 196 178 51 4,012 3,080 891 (*) Balance includes related parties (The Company’s CEO and the Chairman of the Board of Directors). |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of classes of share capital [text block] [Abstract] | |
Disclosure of Detailed Information About Equity Explanatory [Table Text Block] | Number of Shares (issued Balance as of January 1, 2018 (*) 120,185,659 Issuance of shares and warrants 9,696,960 Exercise of share options 310,180 ADS granted 222,000 Balance as of December 31, 2018 (*) 130,414,799 Issuance of shares and warrants (see Note 8.5) 93,673,000 Balance as of December 31, 2019 (*) 224,087,799 (*) Net of 2,641,693 treasury shares of the Company, held by the Company. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of share-based payment arrangements [text block] [Abstract] | |
Schedule of services received from employees, directors and service providers [table text block] | Convenience translation (Note 2d) Year ended December 31, Year ended December 31, 2017 2018 2019 2019 N I S U.S. dollars Research and development 1,940 807 513 148 General and administrative 3,444 3,730 2,195 636 Total share-based compensation 5,384 4,537 2,708 784 |
Schedule of number of share options and weighted average exercise prices [table text block] | 2018 2019 Number of options Weighted Average Exercise price Number of options Weighted Average Exercise price NIS NIS Outstanding at beginning of year 10,752,668 1.18 13,014,147 1.18 Options exercised for shares (310,180 ) 1.29 - - Options forfeited (170,375 ) 1.34 (4,556,865 ) 0.70 Option Expired (693,756 ) 1.39 (671,438 ) 1.21 Granted 3,435,790 1.21 14,307,660 0.12 Outstanding at end of year 13,014,147 1.18 22,093,504 0.59 |
Disclosure of transactions between related parties [text block] | Exercise price (Range) Options outstanding as of December 31, 2019 Weighted average remaining contractual term Options exercisable as of December 31, 2019 Weighted average remaining contractual term (years) (years) 0.001 - 1.35 19,817,294 8.5 11,905,177 8.1 1.35 - 1.8 2,060,210 6.0 1,609,061 5.4 1.8 - 2.1 216,000 5.6 216,000 5.6 22,093,504 8.2 13,730,238 7.8 |
Schedule of outstanding and exercisable options granted to employees and consultants [table text block] | 2018 2019 Dividend yield (%) 0 0 Expected volatility of the share prices (%) 59.23%-84.66% 77.75% Risk-free interest rate (%) 1.86%-3.19% 2.14% Expected life of share options (years) 1-10 10 |
Balances and Transactions wit_2
Balances and Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of related party [text block] [Abstract] | |
Schedule of detailed information about related party balances [Table Text Block] | Convenience translation (Note 2d) December 31 Year ended December 31, 2018 2019 2019 Key management personnel Other related parties Key management personnel Other related parties Key management personnel Other related parties NIS U.S. Dollars Other payables 687 848 415 108 120 31 687 848 415 108 120 31 |
Schedule of benefits for employment of key management personnel (including directors) employed [Table Text Block] | Convenience translation (Note 2d) Year ended December 31, Year ended December 31, 2017 2018 2019 2019 No. of people Amount NIS No. of people Amount NIS No. of people Amount NIS Amount U.S. dollars Short-term employee benefits 5 7,816 8 8,790 4 5,190 1,502 |
Schedule of benefits for employment of key management personnel (including directors) not employed [Table Text Block] | Convenience translation (Note 2d) Year ended December 31, Year ended December 31, 2017 2018 2019 2019 No. of people Amount NIS No. of people Amount NIS No. of people Amount NIS Amount U.S. dollars Directors’ fees 8 682 7 1,027 7 636 184 8 682 7 1,027 7 636 184 |
Schedule of transactions with related parties [Table Text Block] | Convenience translation (Note 2d) Year ended December 31, Year ended December 31, 2017 2018 2019 2019 Key management personnel Related parties Key management personnel Related parties Key management personnel Related parties Key management personnel Related parties Research and development expenses 634 2,661 2,107 913 1,326 - 384 - General and administrative expenses 2,014 2,507 2,254 3,517 2,560 1,304 741 377 2,648 5,168 4,361 4,430 3,886 1,304 1,125 377 |
General (Details)
General (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2018ILS (₪) | Dec. 31, 2017ILS (₪) | Dec. 31, 2019USD ($) | |
Disclosure of general information about financial statements [text block] [Abstract] | |||||
Profit (loss) | ₪ (16,808) | $ (4,863) | ₪ (20,113) | ₪ (28,224) | |
Cash flows from (used in) operating activities | (20,337) | $ (5,884) | (23,635) | ₪ (17,770) | |
Retained earnings | ₪ (100,864) | ₪ (84,056) | $ (29,185) |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rates | 12 Months Ended | |
Dec. 31, 2019 | ||
Computer equipment [member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rates [Line Items] | ||
Property, plant and equipment, depreciation annual rates | 33.00% | |
Laboratory Equipment [Member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rates [Line Items] | ||
Property, plant and equipment, depreciation annual rates | 15.00% | |
Leasehold improvements [member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rates [Line Items] | ||
Property, plant and equipment, depreciation annual rates | [1] | |
Leasehold improvements [member] | Bottom of range [member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rates [Line Items] | ||
Property, plant and equipment, depreciation annual rates | [1] | |
Leasehold improvements [member] | Top of range [member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rates [Line Items] | ||
Property, plant and equipment, depreciation annual rates | [1] | |
Office equipment [member] | Bottom of range [member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rates [Line Items] | ||
Property, plant and equipment, depreciation annual rates | 7.00% | |
Office equipment [member] | Top of range [member] | ||
Significant Accounting Policies (Details) - Schedule of straight-line basis over the useful life of the assets at annual rates [Line Items] | ||
Property, plant and equipment, depreciation annual rates | 15.00% | |
[1] | Leasehold improvements are depreciated on a straight-line basis over the earlier of the lease term or the estimated useful life of the improvement. |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of fair value measurement hierarchy - ILS (₪) ₪ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Significant Accounting Policies (Details) - Schedule of fair value measurement hierarchy [Line Items] | ||
Financial liabilities related to Warrants to ADS | ₪ (2,172) | ₪ (1,816) |
Level 1 of fair value hierarchy [member] | ||
Significant Accounting Policies (Details) - Schedule of fair value measurement hierarchy [Line Items] | ||
Financial liabilities related to Warrants to ADS | (134) | ₪ (1,816) |
Level 2 of fair value hierarchy [member] | ||
Significant Accounting Policies (Details) - Schedule of fair value measurement hierarchy [Line Items] | ||
Financial liabilities related to Warrants to ADS | ₪ (2,038) |
Adoption of New and Revised S_3
Adoption of New and Revised Standards (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of first-time adoption [text block] [Abstract] | |
Operating lease term | 12 months |
Average lease term | 3 years |
Adoption of New and Revised S_4
Adoption of New and Revised Standards (Details) - Schedule of right-of-use assets - 12 months ended Dec. 31, 2019 - Right-of-use assets [member] ₪ in Thousands, $ in Thousands | ILS (₪) | USD ($) |
Adoption of New and Revised Standards (Details) - Schedule of right-of-use assets [Line Items] | ||
Balance as of January 1, 2019 | ₪ 1,614 | |
Deductions during the year | 146 | |
Balance as of December 31, 2019 | 1,468 | |
Balance as of January 1, 2019 | ||
Additions during the year | 433 | |
Total | 433 | |
Balance as of December 31, 2019 | 1,035 | |
Balance as of December 31, 2019 (convenience translation into U.S. dollars (Note 2d)) (in Dollars) | $ | $ 299 | |
Offices [Member] | ||
Adoption of New and Revised Standards (Details) - Schedule of right-of-use assets [Line Items] | ||
Balance as of January 1, 2019 | 1,317 | |
Balance as of December 31, 2019 | 1,317 | |
Balance as of January 1, 2019 | ||
Additions during the year | 329 | |
Total | 329 | |
Balance as of December 31, 2019 | 988 | |
Balance as of December 31, 2019 (convenience translation into U.S. dollars (Note 2d)) (in Dollars) | $ | 286 | |
Vehicles [member] | ||
Adoption of New and Revised Standards (Details) - Schedule of right-of-use assets [Line Items] | ||
Balance as of January 1, 2019 | 297 | |
Deductions during the year | 146 | |
Balance as of December 31, 2019 | 151 | |
Balance as of January 1, 2019 | ||
Additions during the year | 104 | |
Total | 104 | |
Balance as of December 31, 2019 | ₪ 47 | |
Balance as of December 31, 2019 (convenience translation into U.S. dollars (Note 2d)) (in Dollars) | $ | $ 13 |
Adoption of New and Revised S_5
Adoption of New and Revised Standards (Details) - Schedule of impact on the comprehensive loss for the year - 12 months ended Dec. 31, 2019 ₪ in Thousands, $ in Thousands | ILS (₪) | USD ($) |
Schedule of impact on the comprehensive loss for the year [Abstract] | ||
Interest expenses on lease liabilities | ₪ 128 | $ 37 |
Expense relating to short-term leases | 196 | 57 |
Depreciation of right-of-use asset | 433 | 125 |
Total | ₪ 757 | $ 219 |
Adoption of New and Revised S_6
Adoption of New and Revised Standards (Details) - Schedule of lease liabilities - Dec. 31, 2019 ₪ in Thousands, $ in Thousands | ILS (₪) | USD ($) |
Schedule of lease liabilities [Abstract] | ||
Non-current | ₪ 677 | $ 196 |
Current | 396 | 115 |
Total lease liabilities | ₪ 1,073 | $ 311 |
Adoption of New and Revised S_7
Adoption of New and Revised Standards (Details) - Schedule of maturity analysis of lease liabilities - Dec. 31, 2019 ₪ in Thousands, $ in Thousands | ILS (₪) | USD ($) |
Adoption of New and Revised Standards (Details) - Schedule of maturity analysis of lease liabilities [Line Items] | ||
Total undiscounted cash payments | ₪ 1,174 | $ 340 |
Not later than one year [member] | ||
Adoption of New and Revised Standards (Details) - Schedule of maturity analysis of lease liabilities [Line Items] | ||
Total undiscounted cash payments | 435 | 126 |
Later than one year [member] | ||
Adoption of New and Revised Standards (Details) - Schedule of maturity analysis of lease liabilities [Line Items] | ||
Total undiscounted cash payments | 413 | 119 |
Later than two years and not later than three years [member] | ||
Adoption of New and Revised Standards (Details) - Schedule of maturity analysis of lease liabilities [Line Items] | ||
Total undiscounted cash payments | 320 | 93 |
Later than three years and not later than four years [member] | ||
Adoption of New and Revised Standards (Details) - Schedule of maturity analysis of lease liabilities [Line Items] | ||
Total undiscounted cash payments | ₪ 6 | $ 2 |
Other Receivables (Details) - S
Other Receivables (Details) - Schedule of other receivables ₪ in Thousands, $ in Thousands | Dec. 31, 2019ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2018ILS (₪) |
Schedule of other receivables [Abstract] | |||
Other receivables | ₪ 9 | $ 3 | ₪ 30 |
Government authorities | 258 | 75 | 186 |
Prepaid expenses | 202 | 58 | 600 |
Total other receivables | ₪ 469 | $ 136 | ₪ 816 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - Schedule of property, plant and equipment, net ₪ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2018ILS (₪) | |
Cost | |||
Cost, Beginning Balance | ₪ 2,752 | ₪ 2,100 | |
Additions during the year | 123 | 652 | |
Deductions during the year | (6) | ||
Cost, Ending Balance | 2,869 | 2,752 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning Balance | 1,208 | 756 | |
Additions during the year: | 376 | 452 | |
Deductions during the year | (3) | ||
Accumulated Depreciation, Ending Balance | 1,581 | 1,208 | |
Depreciated cost | 1,288 | 1,544 | |
Depreciated cost (convenience translation into U.S. dollars (Note 2d)) (in Dollars) | $ | $ 373 | ||
Laboratory Equipment [Member] | |||
Cost | |||
Cost, Beginning Balance | 1,777 | 1,250 | |
Additions during the year | 108 | 527 | |
Deductions during the year | |||
Cost, Ending Balance | 1,885 | 1,777 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning Balance | 536 | 302 | |
Additions during the year: | 280 | 234 | |
Deductions during the year | |||
Accumulated Depreciation, Ending Balance | 816 | 536 | |
Depreciated cost | 1,069 | 1,241 | |
Depreciated cost (convenience translation into U.S. dollars (Note 2d)) (in Dollars) | $ | 309 | ||
Leasehold improvements [member] | |||
Cost | |||
Cost, Beginning Balance | 396 | 384 | |
Additions during the year | 12 | ||
Deductions during the year | |||
Cost, Ending Balance | 396 | 396 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning Balance | 366 | 241 | |
Additions during the year: | 15 | 125 | |
Deductions during the year | |||
Accumulated Depreciation, Ending Balance | 381 | 366 | |
Depreciated cost | 15 | 30 | |
Depreciated cost (convenience translation into U.S. dollars (Note 2d)) (in Dollars) | $ | 4 | ||
Office furniture and equipment [Member] | |||
Cost | |||
Cost, Beginning Balance | 220 | 171 | |
Additions during the year | 49 | ||
Deductions during the year | (1) | ||
Cost, Ending Balance | 219 | 220 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning Balance | 45 | 31 | |
Additions during the year: | 20 | 14 | |
Deductions during the year | |||
Accumulated Depreciation, Ending Balance | 65 | 45 | |
Depreciated cost | 154 | 175 | |
Depreciated cost (convenience translation into U.S. dollars (Note 2d)) (in Dollars) | $ | 45 | ||
Computers [Member] | |||
Cost | |||
Cost, Beginning Balance | 359 | 295 | |
Additions during the year | 15 | 64 | |
Deductions during the year | (5) | ||
Cost, Ending Balance | 369 | 359 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning Balance | 261 | 182 | |
Additions during the year: | 61 | 79 | |
Deductions during the year | (3) | ||
Accumulated Depreciation, Ending Balance | 319 | 261 | |
Depreciated cost | ₪ 50 | ₪ 98 | |
Depreciated cost (convenience translation into U.S. dollars (Note 2d)) (in Dollars) | $ | $ 15 |
Other Payables (Details) - Sche
Other Payables (Details) - Schedule of other payables ₪ in Thousands, $ in Thousands | Dec. 31, 2019ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2018ILS (₪) | |
Schedule of other payables [Abstract] | ||||
Employees and payroll accruals | [1] | ₪ 877 | $ 254 | ₪ 2,317 |
Accrued expenses | 2,025 | 586 | 1,499 | |
Other | 178 | 51 | 196 | |
Other Payables | ₪ 3,080 | $ 891 | ₪ 4,012 | |
[1] | Balance includes related parties (The Company's CEO and the Chairman of the Board of Directors). |
Equity (Details)
Equity (Details) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands, $ in Thousands | Feb. 12, 2019ILS (₪)shares | Feb. 12, 2019ILS (₪)$ / shares | Sep. 07, 2017ILS (₪)shares | Sep. 07, 2017USD ($)$ / sharesshares | Apr. 04, 2016shares | Jan. 31, 2018ILS (₪)shares | Jan. 31, 2018USD ($)$ / sharesshares | Jul. 28, 2016ILS (₪)₪ / sharesshares | Jul. 28, 2016ILS (₪)$ / shares | May 16, 2016shares | Feb. 29, 2016ILS (₪)₪ / sharesshares | Dec. 31, 2019shares | Dec. 31, 2018shares | Dec. 31, 2017shares |
Equity (Details) [Line Items] | ||||||||||||||
Treasury shares | 2,641,693 | 2,641,693 | 2,641,693 | |||||||||||
Private placement of shares and warrants (in New Shekels) | ₪ | ₪ 8,000 | |||||||||||||
Issued ordinary shares | 5,783,437 | |||||||||||||
Unlisted warrants exercisable | 1,927,801 | |||||||||||||
Warrants exercisable term | 12 months | |||||||||||||
Warrant exercise price | ₪ / shares | ₪ 2.1 | |||||||||||||
Private placement allotted shares | 287,769 | |||||||||||||
Unlisted warrants | 95,923 | |||||||||||||
Inintial public offiering of ADS shares | 1,292,308 | |||||||||||||
Warrants to purchase ADSs | 969,231 | |||||||||||||
Combined price to public (in Dollars per share) | $ / shares | $ 6.50 | |||||||||||||
Gross proceeds (in New Shekels) | ₪ | ₪ 32,107 | |||||||||||||
Issuance costs (in New Shekels) | ₪ | 25,820 | |||||||||||||
Amount of consideration related to ADSs (in New Shekels) | ₪ | 23,269 | |||||||||||||
Fair value of the warrants (in New Shekels) | ₪ | ₪ 2,113 | 3,173 | $ 3,173 | |||||||||||
Issuance cost of warrants have been recognized as finance expenses (in New Shekels) | ₪ | ₪ 622 | |||||||||||||
Warrants exercisable, description | Each Listed Warrant is exercisable into one ADS, for a period of five years at an exercise price of US$7.50 per warrant. | |||||||||||||
Over-allotment Option [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Warrants to purchase ADSs | 145,385 | |||||||||||||
Warrants exercisable, description | ADSs at a price of US$6.038 per ADS and/or additional Listed Warrants to purchase 145,385 ADSs, on the same terms as the warrants issued to the public, at a price of US$0.007 per warrant. | |||||||||||||
Option to purchase ADSs shares | 193,846 | |||||||||||||
Issuance of listed warrants | 65,890 | |||||||||||||
Underwriters [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Warrant exercise price | (per share) | $ 1.5 | ₪ 8.80 | ||||||||||||
Warrants to purchase ADSs | 109,642 | 61,487 | 77,538 | |||||||||||
Warrants exercisable, description | five years | four years | ||||||||||||
Accredited Investors [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Warrant exercise price | $ / shares | $ 10.125 | |||||||||||||
Warrants to purchase ADSs | 265,568 | 265,568 | ||||||||||||
Gross proceeds (in New Shekels) | ₪ | ₪ 15,214 | |||||||||||||
Issuance costs (in New Shekels) | ₪ | 13,970 | |||||||||||||
Amount of consideration related to ADSs (in New Shekels) | ₪ | 11,695 | |||||||||||||
Fair value of the warrants (in New Shekels) | ₪ | 2,481 | |||||||||||||
Issuance cost of warrants have been recognized as finance expenses (in New Shekels) | ₪ | ₪ 204 | |||||||||||||
Warrants exercisable, description | The investor warrants were exercisable for one year from issuance and had an exercise price of $12.07 per ADS, subject to adjustment as set forth therein. | The investor warrants were exercisable for one year from issuance and had an exercise price of $12.07 per ADS, subject to adjustment as set forth therein. | ||||||||||||
Aggregate of ADSs | 531,136 | 531,136 | ||||||||||||
Aggregate of unregistered warrants | 265,568 | 265,568 | ||||||||||||
Registered direct offering per ADS (in Dollars per share) | $ / shares | $ 8.10 | |||||||||||||
Placement agent fees and expenses (in Dollars) | $ | $ 140 | |||||||||||||
Issued unregistered placement agent warrants to purchase ADSs | 7,492 | 7,492 | ||||||||||||
Institutional Investors [Member] | ||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||
Warrant exercise price | $ / shares | $ 10.31 | |||||||||||||
Warrants to purchase ADSs | 650,070 | 266,667 | 266,667 | |||||||||||
Gross proceeds (in New Shekels) | ₪ | ₪ 25,422 | ₪ 13,620 | ||||||||||||
Issuance costs (in New Shekels) | ₪ | 20,796 | 11,865 | ||||||||||||
Amount of consideration related to ADSs (in New Shekels) | ₪ | 13,505 | 10,024 | ||||||||||||
Fair value of the warrants (in New Shekels) | ₪ | ₪ 8,999 | $ 8,999 | ||||||||||||
Issuance cost of warrants have been recognized as finance expenses (in New Shekels) | ₪ | ₪ 272 | |||||||||||||
Warrants exercisable, description | The investor warrants may be exercised for one year from issuance and have an exercise price of $12.00 per ADS, subject to adjustment as set forth therein. | The investor warrants may be exercised for one year from issuance and have an exercise price of $12.00 per ADS, subject to adjustment as set forth therein. | ||||||||||||
Option to purchase ADSs shares | 350,000 | |||||||||||||
Aggregate of ADSs | 484,848 | 484,848 | ||||||||||||
Aggregate of unregistered warrants | 266,667 | 266,667 | ||||||||||||
Registered direct offering per ADS (in Dollars per share) | $ / shares | $ 8.25 | |||||||||||||
Placement agent fees and expenses (in Dollars) | $ | $ 323 | |||||||||||||
Issued unregistered placement agent warrants to purchase ADSs | 24,242 | 24,242 | ||||||||||||
Share-based awards granted (in New Shekels) | ₪ | ₪ 4,626 | ₪ 1,755 | ||||||||||||
Description of sale of stock units | the Company sold to certain institutional investors an aggregate of 1,889,000 units, each consisting of (i) one ADS, and (ii) one warrant to purchase one ADS, at a public offering price of $1.50 per unit, and (b) 2,444,650 pre-funded units, each consisting of (i) one prefunded warrant to purchase one ADS, and (ii) one warrant, at a public offering price of $1.49 per Pre-funded unit. In connection with the offering, the company granted the underwriters a 45-day option to purchase up to an additional 650,070 ADSs and/or 650,070 warrants to purchase up to an additional 650,070 ADSs. | |||||||||||||
Issued ADSs upon exercise of pre-funded warrants | 2,444,650 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of changes in share capital - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Schedule of changes in share capital [Abstract] | |||
Balance | [1] | 130,414,799 | 120,185,659 |
Issuance of shares and warrants | 93,673,000 | 9,696,960 | |
Exercise of share options | 310,180 | ||
ADS granted | 222,000 | ||
Balance | [1] | 224,087,799 | 130,414,799 |
[1] | Net of 2,641,693 treasury shares of the Company, held by the Company. |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | Dec. 02, 2018shares | Nov. 12, 2018$ / shares | Jun. 20, 2019shares | May 20, 2019$ / sharesshares | Nov. 26, 2018shares | Feb. 28, 2018shares | Jan. 31, 2018shares | Mar. 28, 2017shares | Feb. 29, 2016₪ / shares | Nov. 23, 2015₪ / sharesshares | Mar. 23, 2015₪ / shares | Dec. 31, 2019ILS (₪) | Dec. 31, 2018ILS (₪) |
Share-Based Compensation (Details) [Line Items] | |||||||||||||
Warrant exercise price | ₪ / shares | ₪ 2.1 | ||||||||||||
Fair value of the options, grants (in New Shekels) | ₪ | ₪ 4,676,895 | ₪ 4,676,895 | |||||||||||
2014 Plan [member] | |||||||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||||||
Options pooled | 20,000,000 | ||||||||||||
Total options pooled | 37,100,000 | ||||||||||||
Consultant [member] | |||||||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||||||
Warrant exercise price | $ / shares | $ 4.803 | $ 0.01 | |||||||||||
Shares issued to consultants | 2,100 | 9,000 | |||||||||||
Number of warrants issued | 4,500 | 672,264 | |||||||||||
Warrants exercisable | 672,264 | ||||||||||||
Chief Executive Officer And Chief Financial Officer [Member] | |||||||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||||||
Number of options granted | 2,658,246 | ||||||||||||
Options exercisable | 310,180 | 500,000 | 2,658,246 | ||||||||||
Warrant exercise price | ₪ / shares | ₪ 1.286 | ||||||||||||
Total benefit received from grant (in New Shekels per share) | ₪ / shares | ₪ 3,033 | ||||||||||||
Ordinary shares exercisable | 310,180 | 500,000 | |||||||||||
Remaining options expired | 297,420 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - Schedule of services received from employees, directors and service providers - Employees, directors and service providers [member] ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2018ILS (₪) | Dec. 31, 2017ILS (₪) | |
Share-Based Compensation (Details) - Schedule of services received from employees, directors and service providers [Line Items] | ||||
Total share-based compensation | ₪ 2,708 | $ 784 | ₪ 4,537 | ₪ 5,384 |
Research and development [member] | ||||
Share-Based Compensation (Details) - Schedule of services received from employees, directors and service providers [Line Items] | ||||
Total share-based compensation | 513 | 148 | 807 | 1,940 |
General and administrative [member] | ||||
Share-Based Compensation (Details) - Schedule of services received from employees, directors and service providers [Line Items] | ||||
Total share-based compensation | ₪ 2,195 | $ 636 | ₪ 3,730 | ₪ 3,444 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details) - Schedule of number of share options and weighted average exercise prices - Options [member] - ₪ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-Based Compensation (Details) - Schedule of number of share options and weighted average exercise prices [Line Items] | ||
Outstanding at beginning of year | 13,014,147 | 10,752,668 |
Outstanding at beginning of year | ₪ 1.18 | ₪ 1.18 |
Options exercised for shares | (310,180) | |
Options exercised for shares | ₪ 1.29 | |
Options forfeited | (4,556,865) | (170,375) |
Options forfeited | ₪ 0.70 | ₪ 1.34 |
Option Expired | (671,438) | (693,756) |
Option Expired | ₪ 1.21 | ₪ 1.39 |
Granted | 14,307,660 | 3,435,790 |
Granted | ₪ 0.12 | ₪ 1.21 |
Outstanding at end of year | 22,093,504 | 13,014,147 |
Outstanding at end of year | ₪ 0.59 | ₪ 1.18 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details) - Schedule of outstanding and exercisable options granted to employees and consultants - Employees and consultants [member] | 12 Months Ended |
Dec. 31, 2019₪ / sharesshares | |
Share-Based Compensation (Details) - Schedule of outstanding and exercisable options granted to employees and consultants [Line Items] | |
Options outstanding | 22,093,504 |
Weighted average remaining contractual term (years) | 8 years 73 days |
Options exercisable | 13,730,238 |
Weighted average remaining contractual term (years) | 7 years 292 days |
Exercise price one [member] | |
Share-Based Compensation (Details) - Schedule of outstanding and exercisable options granted to employees and consultants [Line Items] | |
Exercise price (Range), minimum | ₪ / shares | ₪ 0.001 |
Exercise price (Range), maximum | ₪ / shares | ₪ 1.35 |
Options outstanding | 19,817,294 |
Weighted average remaining contractual term (years) | 8 years 6 months |
Options exercisable | 11,905,177 |
Weighted average remaining contractual term (years) | 8 years 36 days |
Exercise Price Two [member] | |
Share-Based Compensation (Details) - Schedule of outstanding and exercisable options granted to employees and consultants [Line Items] | |
Exercise price (Range), minimum | ₪ / shares | ₪ 1.35 |
Exercise price (Range), maximum | ₪ / shares | ₪ 1.8 |
Options outstanding | 2,060,210 |
Weighted average remaining contractual term (years) | 6 years |
Options exercisable | 1,609,061 |
Weighted average remaining contractual term (years) | 5 years 146 days |
Exercise Price Three [member] | |
Share-Based Compensation (Details) - Schedule of outstanding and exercisable options granted to employees and consultants [Line Items] | |
Exercise price (Range), minimum | ₪ / shares | ₪ 1.8 |
Exercise price (Range), maximum | ₪ / shares | ₪ 2.1 |
Options outstanding | 216,000 |
Weighted average remaining contractual term (years) | 5 years 219 days |
Options exercisable | 216,000 |
Weighted average remaining contractual term (years) | 5 years 219 days |
Share-Based Compensation (Det_5
Share-Based Compensation (Details) - Schedule of outstanding and exercisable options granted to employees and consultants | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-Based Compensation (Details) - Schedule of outstanding and exercisable options granted to employees and consultants [Line Items] | ||
Dividend yield (%) | 0.00% | 0.00% |
Expected volatility of the share prices (%) | 77.75% | |
Risk-free interest rate (%) | 2.14% | |
Expected life of share options (years) | 10 years | |
Bottom of range [member] | ||
Share-Based Compensation (Details) - Schedule of outstanding and exercisable options granted to employees and consultants [Line Items] | ||
Expected volatility of the share prices (%) | 59.23% | |
Risk-free interest rate (%) | 1.86% | |
Expected life of share options (years) | 1 year | |
Top of range [member] | ||
Share-Based Compensation (Details) - Schedule of outstanding and exercisable options granted to employees and consultants [Line Items] | ||
Expected volatility of the share prices (%) | 84.66% | |
Risk-free interest rate (%) | 3.19% | |
Expected life of share options (years) | 10 years |
Taxes on Income (Details)
Taxes on Income (Details) - ILS (₪) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of income tax [text block] [Abstract] | |||
Israeli corporate income tax rate | 23.00% | 23.00% | 24.00% |
U.S. - weighted tax rate | 21.00% | ||
Carryforward operating losses (in New Shekels) | ₪ 79,263 |
Contingent Liabilities and Co_2
Contingent Liabilities and Commitments (Details) ₪ in Thousands, $ in Thousands | Oct. 15, 2018 | Sep. 01, 2015 | Dec. 31, 2019ILS (₪) | Dec. 31, 2018USD ($) |
Contingent Liabilities and Commitments (Details) [Line Items] | ||||
Future minimum lease fees payable 2021 | ₪ 376 | |||
Commitments agreement, description | Israel-United States Binational Industrial Research and Development Foundation (BIRD) for the support of research and development activities. The Company is obligated to pay royalties to BIRD, amounting to 5% of the gross sales of the products and other related revenues developed from such activities, up to an amount of 150% from the grant received from BIRD by the Company indexed to the U.S. consumer price index. | |||
Aggregate grant value received (in Dollars) | $ | $ 120 | |||
Restricted bank deposit to secure credit card payments | ₪ 51 | |||
Restricted bank deposit to secure the rent payment | 163 | |||
New Offices [Member] | ||||
Contingent Liabilities and Commitments (Details) [Line Items] | ||||
Minimum lease agreement term | 3 years | 18 months | ||
Lease agreement term, description | the lease agreement was extended for two additional years until October 14, 2020. | |||
Future minimum lease fees payable 2020 | 376 | |||
Future minimum lease fees payable 2022 | ₪ 297 | |||
Vehicles [member] | ||||
Contingent Liabilities and Commitments (Details) [Line Items] | ||||
Lease agreement term, description | These leases have an average life of three years with no option to extend the contract. The Company has the right to terminate the agreement before the end of the three years and will be required to pay an early termination penalty of between one to three months of the lease. | |||
Future minimum lease fees payable 2020 | ₪ 58 | |||
Future minimum lease fees payable 2021 | 38 | |||
Future minimum lease fees payable 2022 | 23 | |||
Future minimum lease fees payable 2023 | ₪ 6 |
Balances and Transactions wit_3
Balances and Transactions with Related Parties (Details) - Schedule of related party balances ₪ in Thousands, $ in Thousands | Dec. 31, 2019ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2018ILS (₪) |
Key management personnel of entity or parent [member] | |||
Balances and Transactions with Related Parties (Details) - Schedule of related party balances [Line Items] | |||
Other payables | ₪ 415 | $ 120 | ₪ 687 |
Total | 415 | 120 | 687 |
Other related parties [member] | |||
Balances and Transactions with Related Parties (Details) - Schedule of related party balances [Line Items] | |||
Other payables | 108 | 31 | 848 |
Total | ₪ 108 | $ 31 | ₪ 848 |
Balances and Transactions wit_4
Balances and Transactions with Related Parties (Details) - Schedule of benefits for employment of key management personnel (including directors) employed ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2018ILS (₪) | Dec. 31, 2017ILS (₪) | |
Schedule of benefits for employment of key management personnel (including directors) employed [Abstract] | ||||
Number of people | 4 | 4 | 8 | 5 |
Short-term employee benefits | ₪ 5,190 | $ 1,502 | ₪ 8,790 | ₪ 7,816 |
Balances and Transactions wit_5
Balances and Transactions with Related Parties (Details) - Schedule of benefits for employment of key management personnel (including directors) not employed ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2018ILS (₪) | Dec. 31, 2017ILS (₪) | |
Balances and Transactions with Related Parties (Details) - Schedule of benefits for employment of key management personnel (including directors) not employed [Line Items] | ||||
No. of people | 7 | 7 | 7 | 8 |
Amount | ₪ 636 | $ 184 | ₪ 1,027 | ₪ 682 |
Directors Fees [Member] | ||||
Balances and Transactions with Related Parties (Details) - Schedule of benefits for employment of key management personnel (including directors) not employed [Line Items] | ||||
No. of people | 7 | 7 | 7 | 8 |
Amount | ₪ 636 | $ 184 | ₪ 1,027 | ₪ 682 |
Balances and Transactions wit_6
Balances and Transactions with Related Parties (Details) - Schedule of transactions with related parties ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2018ILS (₪) | Dec. 31, 2017ILS (₪) | |
Key management personnel of entity or parent [member] | ||||
Balances and Transactions with Related Parties (Details) - Schedule of transactions with related parties [Line Items] | ||||
Research and development expenses | ₪ 1,326 | $ 384 | ₪ 2,107 | ₪ 634 |
General and administrative expenses | 2,560 | 741 | 2,254 | 2,014 |
Total | 3,886 | 1,125 | 4,361 | 2,648 |
Related parties [member] | ||||
Balances and Transactions with Related Parties (Details) - Schedule of transactions with related parties [Line Items] | ||||
Research and development expenses | 913 | 2,661 | ||
General and administrative expenses | 1,304 | 377 | 3,517 | 2,507 |
Total | ₪ 1,304 | $ 377 | ₪ 4,430 | ₪ 5,168 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
January 7, 2020 [Member] | Securities Purchase Agreements [Member] | |
Subsequent Events (Details) [Line Items] | |
Issuance of aggregate American Depositary Shares | 1,000,000 |
Ordinary shares in registered direct offering | 100 |
Purchase price per ADS (in Dollars per share) | $ / shares | $ 3 |
March 4, 2020 [Member] | Canndoc Ltd [Member] | |
Subsequent Events (Details) [Line Items] | |
Description of business acquisition | The Company will acquire from Canndoc all rights to the use of Canndoc’s products for the reduction of opioid usage, including accumulated data, as well as on-going and pipeline of clinical trials. In addition, Canndoc will supply to the Company, over the course of the next five years, with a minimum of 6 tons of GMP pharma grade cannabis products with a value of $18 million USD. The Company will have the option to extend the agreement for an additional period of 5 years, until 2029. |
Issue to american depositary receipts | 1,023,720 |
Percentage of share capital on partially diluted basis | 19.00% |
Description of strategic commercial agreement | In addition to the strategic commercial agreement, the companies are considering expanding their collaboration and have signed a non-binding LOI for a full merger. Under preliminary details, the Company will acquire from Intercure all of Canndoc’s outstanding shares, in exchange for additional Cellect ADRs to be in total approximately 95% (approximately 93% on a fully diluted basis) of the merged company. The proposed merger is subject to definitive agreement, Board approval and customary closing conditions, including the approval of the IMCA (Israeli Medical Cannabis Agency) and Cellect’s shareholders. The parties aim to close such transaction in 2020. The parties agreed to act jointly in order to fulfill all the requirements to enable the Company to continue to trade on the NASDAQ and, for this purpose, Intercure has committed to invest a cash sum of at least $3 million USD in any public offering that Cellect may undertake, at a price of not less than $4.50 USD per ADR. |