Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Statement Line Items | |
Entity Registrant Name | Safe-T Group Ltd. |
Entity Central Index Key | 0001725332 |
Trading Symbol | SFET |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2018 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2018 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 81,355,693 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,717 | $ 3,514 |
Restricted deposits | 104 | 93 |
Accounts receivable: | ||
Trade, net | 854 | 644 |
Other | 231 | 163 |
Current assets | 4,906 | 4,414 |
NON-CURRENT ASSETS: | ||
Property, plant and equipment, net | 143 | 165 |
Deferred issuance expenses | 61 | |
Goodwill | 523 | 523 |
Intangible assets, net | 796 | 764 |
Non-current assets | 1,462 | 1,513 |
TOTAL ASSETS | 6,368 | 5,927 |
Accounts payable and accruals: | ||
Trade | 103 | 178 |
Other | 951 | 877 |
Contract liabilities | 495 | 424 |
Liability in respect of the Israeli Innovation Authority | 49 | 92 |
Current liabilities | 1,598 | 1,571 |
NON-CURRENT LIABILITIES: | ||
Contract liabilities | 249 | 286 |
Derivative financial instruments | 729 | 237 |
Liability in respect of anti-dilution feature | 692 | |
Liability in respect of the Israeli Innovation Authority | 82 | |
Non-current liabilities | 1,060 | 1,215 |
TOTAL LIABILITIES | 2,658 | 2,786 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
EQUITY: | ||
Ordinary shares | ||
Share premium | 41,594 | 28,494 |
Other equity reserves | 11,805 | 12,583 |
Accumulated deficit | (49,689) | (37,936) |
TOTAL EQUITY | 3,710 | 3,141 |
TOTAL EQUITY AND LIABILITIES | $ 6,368 | $ 5,927 |
Consolidated Statements of Prof
Consolidated Statements of Profit or Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Profit or loss [abstract] | |||
REVENUES | $ 1,466 | $ 1,096 | $ 843 |
COST OF REVENUES | 791 | 583 | 512 |
GROSS PROFIT | 675 | 513 | 331 |
OPERATING EXPENSES: | |||
Research and development expenses | 2,414 | 1,608 | 1,085 |
Selling and marketing expenses | 5,542 | 4,051 | 2,892 |
General and administrative expenses | 1,925 | 2,150 | 2,123 |
Listing expenses | 1,579 | ||
TOTAL OPERATING EXPENSES | 9,881 | 7,809 | 7,679 |
OPERATING LOSS | (9,206) | (7,296) | (7,348) |
FINANCE EXPENSES | (3,496) | (975) | (1,854) |
FINANCE INCOME | 955 | 2,959 | 282 |
FINANCIAL INCOME (EXPENSES), net | (2,541) | 1,984 | (1,572) |
LOSS BEFORE TAXES ON INCOME | (11,747) | (5,312) | (8,920) |
TAXES ON INCOME | (6) | (1) | (2) |
NET LOSS FOR THE YEAR | $ (11,753) | $ (5,313) | $ (8,922) |
BASIC LOSS PER SHARE (IN DOLLARS) | $ (0.33) | $ (0.29) | $ (0.77) |
DILUTED LOSS PER SHARE (IN DOLLARS) | $ (0.35) | $ (0.29) | $ (0.77) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED TO COMPUTE (IN THOUSANDS): | |||
BASIC LOSS PER SHARE | 35,302 | 18,433 | 11,527 |
DILUTED LOSS PER SHARE | 35,646 | 18,433 | 11,527 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Ordinary shares | Share premium | Other equity reserves | Accumulated deficit | Total | |
BALANCE at Dec. 31, 2015 | [1] | $ 6 | $ 14,889 | $ 10,138 | $ (23,750) | $ 1,283 |
CHANGES IN THE YEAR | ||||||
Reverse acquisition | (6) | 1,868 | 1,862 | |||
Exercise of options | 108 | (106) | 2 | |||
Expiry of options | 226 | (226) | ||||
Share-based payments | 1,818 | 1,818 | ||||
Placement of shares, net of issuance costs | 5,129 | 5,129 | ||||
Net loss for the year | (8,922) | (8,922) | ||||
BALANCE at Dec. 31, 2016 | 22,220 | 11,624 | (32,623) | 1,172 | ||
CHANGES IN THE YEAR | ||||||
ADJUSTMENTS DUE TO APPLICATION OF THE PROVISIONS OF IFRS 15 | [2] | 49 | 49 | |||
BALANCE at Dec. 31, 2016 | 22,220 | 11,624 | (32,623) | 1,221 | ||
CHANGES IN THE YEAR | ||||||
Exercise of options | 543 | (463) | 80 | |||
Expiry of options | 29 | (29) | ||||
Share-based payments | 1,318 | 1,318 | ||||
Exercise of warrants | 2,286 | 2,286 | ||||
Placement of shares, net of issuance costs | 3,416 | 133 | 3,549 | |||
Net loss for the year | (5,313) | (5,313) | ||||
BALANCE at Dec. 31, 2017 | 28,494 | 12,583 | (37,936) | 3,141 | ||
CHANGES IN THE YEAR | ||||||
Exercise of options | 791 | (689) | 102 | |||
Expiry of options | 493 | (493) | ||||
Share-based payments | 381 | 381 | ||||
Classification to equity of series B warrants (see Note 13(e)) | 3,479 | 3,479 | ||||
Placement of shares, net of issuance costs | 2,200 | 23 | 2,223 | |||
Exercise of anti-dilution feature | 2,302 | 2,302 | ||||
Public offering, net of issuance costs | 3,835 | 3,835 | ||||
Net loss for the year | (11,753) | (11,753) | ||||
BALANCE at Dec. 31, 2018 | $ 41,594 | $ 11,805 | $ (49,689) | $ 3,710 | ||
[1] | Retrospective application of reverse acquisition. | |||||
[2] | Early application of IFRS 15, see Note 2(q). |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Placement of shares | |||
Statement Line Items [Line Items] | |||
Net of issuance costs | $ 187 | $ 422 | $ 286 |
Public offering | |||
Statement Line Items [Line Items] | |||
Net of issuance costs | $ 840 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss for the year | $ (11,753) | $ (5,313) | $ (8,922) |
Adjustments required to reflect the cash flows from operating activities: | |||
Effect of exchange rate differences on cash and cash equivalents balances | 54 | (251) | (25) |
Issuance expenses | 517 | 242 | |
Depreciation and amortization | 342 | 278 | 280 |
Change in financial liabilities at fair value through profit or loss | 1,891 | (1,981) | 513 |
Share-based payments | 381 | 1,318 | 1,818 |
Exchange rate differences on restricted deposits balances | 6 | ||
Capital gain | (5) | ||
Gain from cancellation of options to a group of investors | (193) | ||
Finance expenses in respect of financial liability to a group of investors | 193 | ||
Recognition of day-one deferred loss | 1,056 | ||
Listing expenses | 1,545 | ||
Total adjustments | 3,191 | (399) | 5,187 |
Changes in operating asset and liability items: | |||
Decrease (increase) in trade receivables | (210) | (138) | 468 |
Increase in other receivables | (68) | (56) | (83) |
Increase (decrease) in trade payables | (75) | 134 | (46) |
Increase (decrease) in other payables | 84 | 236 | (22) |
Decrease in deferred issuance expenses | 61 | ||
Increase in deferred revenues and contract liabilities | 34 | 191 | 101 |
Changes in operating asset and liability, total | (174) | 367 | 418 |
Net cash used in operating activities | (8,736) | (5,345) | (3,317) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Restricted deposits | (17) | (36) | (13) |
Purchase of technology | (308) | ||
Proceeds from sale of property, plant and equipment | 15 | ||
Purchase of property, plant and equipment | (44) | (132) | (39) |
Net cash used in investing activities | (369) | (153) | (52) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from public and private offerings, net of issuance expenses | 9,231 | 5,582 | 5,599 |
Israeli Innovation Authority, net | 29 | (26) | (17) |
Payment of loans and other financial liabilities | (63) | (2,178) | |
Deferred issuance expenses | (61) | ||
Proceeds from exercise of options and warrants | 102 | 2,018 | 2 |
Cash acquired from reverse acquisition | 317 | ||
Proceeds from financial liabilities and options | 870 | ||
Net cash provided by financing activities | 9,362 | 7,450 | 4,593 |
INCREASE IN CASH AND CASH EQUIVALENTS | 257 | 1,952 | 1,224 |
EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (54) | 251 | 25 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 3,514 | 1,311 | 62 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 3,717 | 3,514 | 1,311 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Classification to equity of series B warrants (see Note 13(e)) | 3,479 | ||
Issuance of options to consultants (issuance costs) | (23) | (133) | |
Classification to equity of liability in respect to anti-dilution feature | 1,787 | ||
Conversion of warrants into shares | $ 348 |
General
General | 12 Months Ended |
Dec. 31, 2018 | |
General [Abstract] | |
GENERAL | NOTE 1 - GENERAL: a. Safe-T Group Ltd. (hereinafter - "Company") is a holding company, which is engaged, as of this date, through its subsidiary Safe-T Data A.R Ltd. (hereinafter - "Safe-T") and Safe-T's subsidiary Safe-T USA Inc. (hereinafter - "Safe-T Inc.") in the development, marketing and sales of solutions for secure and safe data transfer that allow organizations to benefit from improved productivity and effectivity, enhanced security and higher level of compliance with regulatory requirements relating to information security. b. The Company's ordinary shares are listed on the Tel Aviv Stock Exchange (hereinafter - "TASE") and as of August 17, 2018, the Company's American Depository Shares (hereinafter - "ADSs") are listed on the Nasdaq Capital Market (hereinafter - "Nasdaq"). For further details with regarded to the Company's public offering on Nasdaq, see Note 13(e). c. Going concern The Company has an accumulated deficit as of December 31, 2018, as well as negative operating cash flows in recent years. The Company expects to continue incurring losses and negative cash flows from operations until its products reach commercial profitability. As a result of these expected losses and negative cash flows from operations, along with the Company's current cash position, the Company has sufficient resources to fund operations through the end of the second quarter of 2019. Therefore, there is substantial doubt about the Company's ability to continue as a going concern. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Management's plans include the continued commercialization of the Company's products and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it may need to reduce activities, curtail or cease operations. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: a. Basis of presentation of financial statements: The consolidated financial statements as of December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, are in compliance with International Financial Reporting Standards (hereinafter - "IFRS"), and interpretations issued by the IFRS Interpretations Committee applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting Standards Board. In connection with the presentation of these consolidated financial statements, the following should be noted: 1) The significant accounting policies described below have been applied consistently to all the years presented, unless otherwise stated. 2) The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial liabilities (including derivatives) at fair value through profit or loss, which are presented at fair value. 3) The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Company's management to exercise its judgment in the process of applying the Company's accounting policies. Actual results may differ materially from estimates and assumptions used by management. b. Consolidated financial statements Subsidiaries Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. Intercompany balances and transactions, including income and expenses on transactions between The Company's subsidiaries are eliminated. The accounting policies applied by the subsidiaries are consistent with the accounting policies adopted by the Company. c. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker in the Company, who is responsible for allocating resources and assessing the performance of the operating segments. The Company has one operating segment. Entity wide disclosures are provided in Note 21. d. Translation of foreign currency balances and transactions: 1) Functional and presentation currency Items included in the financial statements of each of the Company's subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (hereinafter - the "Functional Currency"). The consolidated financial statements of the Company are presented in U.S. dollars, which is the Company's Functional Currency. 2) Transactions and balances Transactions made in a currency which is different from the functional currency (hereinafter - "Foreign Currency") are translated into the Functional Currency using the exchange rates prevailing at the dates of the transactions or valuations where the items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the end-of-year exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss as finance income (expense). e. Cash and cash equivalents Cash and cash equivalents include cash in hand, short-term bank deposits and other short-term highly liquid investments with original maturities of three months or less, which are subject to insignificant risk of changes in value. f. Trade receivables The trade receivable balance represents the unconditional right to consideration because only the passage of time is required before the payment is due from Company customers for licenses granted or services rendered in the ordinary course of business. If collection is expected within one year or less, trade receivables are classified as current assets. If not, trade receivables are presented as non-current assets. Trade receivables are initially recognized based on their transaction price, and subsequently measured at amortized cost using the effective interest method, less a provision for doubtful accounts. For further details see Note 2(k). g. Goodwill Goodwill arising from a business combination represents the excess of the overall amount of the consideration transferred, the amount of any non-controlling interests in the acquired company over the net amount as of acquisition date of the identifiable assets acquired and the liabilities assumed. Impairment reviews of the cash-generating-unit (hereinafter - "CGU") to which goodwill was allocated are undertaken annually and whenever there is any indication of impairment of a CGU. The carrying amount of the Company's assets (which constitutes a single CGU), including goodwill, is compared to its recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment loss is allocated to reduce the carrying amount of the Company's assets at the following order: first to reduce the carrying amount of any goodwill allocated to a CGU and subsequently to the remaining assets of the Company, which fall within the scope of IAS 36, "Impairment of Assets", on a proportionate basis based on the carrying amount of each Company asset. Any impairment loss is recognized immediately in profit or loss and is not subsequently reversed. As of December 31, 2018, 2017 and 2016, the Company did not record impairment of goodwill. For further details see Note 6. h. Intangible assets: 1) Research and development Through December 31, 2018 and 2017, the Company has not met the criteria for capitalizing development expenses as intangible assets, and accordingly, no asset has so far been recognized in the consolidated financial statements in respect of capitalized development expenses. Consequently, the research and development expenses of the Company are fully recognized as incurred. 2) Technology The Company's technology was acquired either separately or as part of a business combination and represents an innovative data security product, which is a supplementary product to various other products such as Firewall, applications, SharePoint, etc., and other related intellectual property. Technology is amortized over 8 and 6 years using the straight-line method, with such amortization classified as cost of revenues. i. Impairment of non-monetary assets An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value, less selling costs and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels of identifiable cash flows (CGUs). As mentioned above, the Company constitutes a single CGU. Non-monetary assets, other than goodwill, that were impaired are reviewed annually for possible reversal of the impairment recognized at each balance sheet date. The Company did not record any impairment charges during the three years ended December 31, 2018. j. Government grants Government grants received from the Israeli Innovation Authority (hereinafter - the "IIA") as a participation in research and development performed by Safe-T (hereinafter - "IIA Grants") fall into the scope of "forgivable loans" as defined in IAS 20, "Accounting for Government Grants and Disclosure of Government Assistance" (hereinafter - "IAS 20"). IIA Grants are recognized in accordance with IFRS 9, "Financial Instruments" (hereinafter - "IFRS 9"). If on the date on which the right for the IIA Grants is established (hereinafter - "Entitlement Date") the Company's management concludes that there is no reasonable assurance that the IIA Grants to which entitlement has been established (hereinafter - the "Received Grant"), will not be repaid, the Company recognizes a financial liability on that date, which is accounted for under the provisions of IFRS 9 regarding financial liabilities measured at amortized cost. k. Financial assets and liabilities: Accounting policies applied from January 1, 2018, under IFRS 9: 1) Classification The Company classifies its financial assets at amortized cost. The classification is determined, among other things, in accordance with the purpose for which the financial assets were acquired. The basis of classification depends on the Company's business model and the contractual cash flow characteristics of the financial asset. Financial assets at amortized cost are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and their contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These assets are classified as current assets, except for maturities of more than 12 months after the balance sheet date, which are classified as non-current assets. The Company's financial assets at amortized cost are included "accounts receivable," "restricted deposits" and "cash and cash equivalents" in the consolidated statements of financial position (see sections e and f above). 2) Recognition and measurement Financial assets, which are initially measured at fair value, including any transaction costs, are measured in subsequent periods at amortized cost using the effective interest method, except of trade receivables (see section f above). For information on the method used to measure the fair value of the Company's financial instruments, see Note 3. 3) Impairment of financial assets - financial assets measured at amortized cost 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 asset has increased significantly since initial recognition. If the financial asset is determined to have low credit risk at the reporting date, the Company assumes that the credit risk on a financial asset has not increased significantly since initial recognition. The Company measures the loss allowance for expected credit losses on trade receivables that are within the scope of IFRS 15, "Revenue from Contracts with Customers" (hereinafter - "IFRS 15") and on financial assets for which the credit risk has increased significantly since initial recognition based on lifetime expected credit losses. Otherwise, the Company measures the loss allowance at an amount equal to 12-month expected credit losses at the current reporting date. Accounting policies applied until December 31, 2017, under IAS 39, "Financial Instruments: Recognition and Measurement" (hereinafter - "IAS 39"): 1) Classification The Company classifies its financial assets as loans and receivables. The classification is determined, among other things, in accordance with the purpose for which the financial assets were acquired. The Company management determines the classification of the financial assets upon initial recognition. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities longer than 12 months after the statement of financial position date. These are classified as non-current assets. The Company's loans and receivables are presented among "accounts receivable," "restricted deposits" and "cash and cash equivalents" in the statement of financial position (see sections e and f above). 2) Recognition and measurement Financial assets, which are initially measured at fair value, including any transaction costs, are measured in subsequent periods at amortized cost using the effective interest method. Financial assets, which are measured at fair value through profit or loss are initially measured at fair value and the transaction costs are carried to the statement of operations. For information on the method used to measure the fair value of the Company's financial instruments, see Note 3. 3) Impairment of financial assets - financial assets measured at amortized cost The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (hereafter - a "Loss Event") and that Loss Event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Where objective evidence for impairment exists, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not yet been incurred) discounted at the financial asset's original effective interest rate (i.e., the effective interest rate computed for the asset upon initial recognition). The asset's carrying amount is reduced and the amount of the loss is recognized in the statements of operations. If the amount of impairment loss in a subsequent period decreases, and this decrease may be attributed to an objective event that took place after the impairment was recognized (like improved credit rating of the borrower), reversal of the previously recognized impairment loss is recorded in the statements of operations. The Company does not test impairment of groups of customers due to immateriality. l. Derivatives The Company accounts for warrants with an exercise price denominated in NIS, with price adjustments and compensation and anti-dilution features as derivatives. The warrants are measured at fair value (level 1) in accordance with their quoted price. Changes are recorded to profit or loss on a periodic basis. The anti-dilution features are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. m. Trade payables Trade payables are the Company's obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognized initially at fair value, and in subsequent periods at amortized cost using the effective interest method. n. Current and deferred income taxes The tax expenses for the reported years comprise current and deferred taxes. Taxes are recognized in the consolidated statements of profit or loss, except to the extent that they relate to items recognized directly in equity. In that case, the tax is also recognized in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. The Company's management periodically evaluates the tax aspects applicable to its taxable income based on the relevant tax laws and makes provisions in accordance with the amounts payable to the Israeli Tax Authorities. Deferred income tax is provided using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax liabilities are not accounted for if they arise from initial recognition of goodwill. Also, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The Company does not provide deferred income tax on temporary differences arising from investments in subsidiaries, since the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. o. Employee benefits: 1) Severance pay and pension obligations A defined contribution plan is a post-employment benefits scheme under which group companies pay fixed contributions into a separate and independent entity. The Company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Company's severance pay and pension obligations are generally funded through payments to insurance companies or trustee-administered funds. Under their terms, the said pension plans meet the criteria for defined contribution plan as above. 2) Vacation and recreation pay Every employee is legally entitled to vacation and recreation benefits, which are computed on an annual basis. This entitlement is based on the term of employment. The Company charges a liability and expense due to vacation and recreation pay, based on the benefits that have been accumulated for each employee. Since the Company expects that the benefit arising from vacation pay will be fully settled within 12 months of the end of the reporting period in which the employees provide the relating services, the liability in respect of this benefit is measured in accordance with the additional amount, which the Company expects to pay for unutilized vacation benefits accrued at the end of the reporting period. 3) Severance pay Severance pay is paid when an employee is terminated by the Company before the normal retirement date, or when an employee had agreed to accept voluntary redundancy in exchange for these benefits. The Company recognizes severance pay liabilities at the earlier of: ● When the entity can no longer withdraw the offer of those benefits; and ● When the entity recognizes costs for a restructuring in the scope of IAS 37, "Provisions, Contingent Liabilities and Contingent Assets", that includes the payment of severance benefits. p. Share-based payments The Company operates a number of equity-settled, share-based compensation plans, under which the Company receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted excluding the impact of any service and non-market performance vesting conditions. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. In addition, in some circumstances, employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognizing the expense during the period between service commencement period and grant date. At the date of each balance sheet, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the consolidated statements of profit or loss, with a corresponding adjustment to equity. When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. For plans that include conditions that are not vesting conditions, any relating expenses are immediately recognized in the consolidated statements of profit or loss. When the Company revises the conditions of an equity-settled grant, the Company recognizes an additional expense, in excess of the original expense calculated for every such revision that increases the overall fair value of the granted benefit or benefits the other service provider, based on the fair value at the time of revision. q. Revenue recognition: 1) General The Company has decided to early adopt IFRS 15 from January 1, 2017 (hereinafter - the "date of initial application"). The early adoption of IFRS 15 by the Company was done pursuant to the transitional provision that enables the recognition of the accumulated impact of adoption as an adjustment of the opening balance of retained earnings as of January 1, 2017 (also known as the modified retrospective approach). This standard replaces the guidelines that were in effect through January 1, 2017 regarding revenue recognition and presents a new single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The standard provides two approaches to revenue recognition: one point in time or over time. The model framework consists of five steps for analyzing transactions to determine the timing and amount of revenue recognition. a) Identify the contract with the customer. b) Identify the separate performance obligations in the contract. c) Determine the transaction price. d) Allocate the transaction price to each of the performance obligations in the contract. e) Recognize revenue as each performance obligation is satisfied, while making a distinction between satisfying an obligation on a certain date and satisfying an obligation over time. In addition, the standard provides new and more extensive disclosure requirements to those that exist today, which are provided in Notes 14 and 21. 2) Accounting for perpetual and term licenses of software The main impact which the standard had on the Company's consolidated financial statements is the timing of recognition of revenue in respect of the license component in transactions for the sale of fixed-term license contracts. Pursuant to the standard, the Company's promise to the customer in granting a license is to provide a right to use the entity's intellectual property as intellectual property exists (in terms of form and functionality), at the point in time at which the license is granted to the customer. This means that the customer can direct the use of, and obtain substantially all of the remaining benefits from, the license at the point in time at which the license transfers. Therefore, revenue in respect of the license component in such transactions shall be recognized at the time at which the license granted to the customer. The total accumulated impact of the early adoption of the standard as of the date of initial application is a $49 thousand decrease in the accumulated deficit balance, which related solely to term licenses for which revenue was recorded earlier when compared to the previous policy. The timing for the remaining performance obligations remained unchanged - see below. 3) Presentation of revenue and revenue related balances The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company controls the specified goods or services before the transfer to its customers. In determining this, the Company follows the accounting guidance for principal-agent considerations. This determination involves judgment and is based on an evaluation of the terms of each arrangement, considering the party that is primarily responsible in the arrangement, whether it bears inventory risk and whether it determines the prices charged to the customers. When an entity that is a principal satisfies a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the goods or services transferred. Sales to resellers are recognized on a net basis which means that the reseller are considered the ultimate customer in such arrangements. Revenue is recognized net to Value Added Tax. The Company recognized obligations in respect of sale contracts at the total amount equal to the total amount of transactions invoiced, net of transactions in respect of which revenues were recognized. 4) Allocation of revenue to multiple performance obligations The Company allocates revenue to licenses, post contract customer support and professional services on a relative stand-alone selling price basis, except in cases in which a stand-alone selling price of an individual performance obligation is highly uncertain or variable, in which case the residual method is used. 5) Election of certain practical expedients The Company has also elected to apply the following practical expedients in connection with the application of IFRS 15: 1) IFRS 15 was applied only to contracts that were not completed as of the date of the initial application. 2) Where the asset that would be recognized as a result of capitalizing the cost of obtaining a contract would be amortized over one year or less, the Company shall expense those costs when incurred. 3) For contracts in which, at inception, the period between the performance of the obligations (transfer of goods or service to the customer) and the associated payment is expected to be one year or less, the Company does not account for the effect of a significant financing component. r. Loss per share Basic loss per share is calculated by dividing net loss attributable to holders of ordinary Company shares by the weighted average number of ordinary shares in issue during the period, excluding treasury shares. When calculating the diluted loss per share, the Company adjusts the loss attributable to holders of ordinary shares and the weighted average number of shares in issue, to reflect the effect of all potentially dilutive ordinary shares, as follows: The Company adds to the weighted average number of shares in issue that was used to calculate the basic loss per share the weighted average of the number of shares to be issued assuming the all shares that have a potentially dilutive effect would be converted into shares, and adjusts net loss attributable to holders of ordinary Company shares to exclude any profits or losses recorded during the year with respect to potentially dilutive shares. The potential shares, as above, are only taken into account in cases where their effect is dilutive (reducing the earnings per share or increasing the loss per share). s. New international financial reporting standards, amendments and interpretations to existing standards: Standards, amendments and interpretations to new standards that are not yet effective and have not been early adopted by the Company: 1) IFRS 16, "Leases" (hereinafter - "IFRS 16") IFRS 16 will replace upon first-time implementation the existing guidance in IAS 17 "Leases" (hereinafter - "IAS 17"). The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases, and is expected to impact mainly the accounting treatment applied by the lessee in a lease transaction. IFRS 16 changes the existing guidance in IAS 17 and requires lessees to recognize a lease liability that reflects future lease payments and a "right-of-use asset" in all lease contracts (except for the following), with no distinction between financing and capital leases. IFRS 16 exempts lessees in short-term leases or the when underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. IFRS 16 also changes the definition of a "lease" and the manner of assessing whether a contract contains a lease. IFRS 16 will be effective retrospectively for annual periods beginning on or after January 1, 2019, taking into account the reliefs specified in the transitional provisions of IFRS 16. In respect of agreements in which the Company is the lessee, the Company elected to apply the standard for the first time by recognizing lease liabilities, for leases that were previously classified as operating leases, based on the present value of the remaining lease payments, discounted at the incremental interest rate of the lessee as at the date of first-time application. At the same time, the Company will recognize a right-of-use asset at an amount equal to the amount of the lease liabilities, adjusted to reflect any prepaid or accrued lease payments in respect of those leases. As a result, the application of the standard is not expected to have an effect on the retained earnings balance. As part of the first-time application of the standard, the Company has elected to apply the following practical expedients: In respect of leases in which the Company is the lessee, to apply a single discount rate to a portfolio of leases with reasonably similar characteristics. For leases in which the Company is the lessee, not to recognize a right-of-use asset and a lease liability in respect of leases whose lease period ends within 12 months of the date of initial application. For leases in which the Company is the lessee, to exclude initial direct costs from the measurement of the right-of-use asset upon initial application. For leases in which the Company is the lessee, to use hindsight in determining the lease term where the contract includes extension or termination options. Furthermore, it should be noted that the Company elected to apply the exemption regarding the recognition of short-term leases and leases in which the value of the underlying asset is low. Based on its assessment to date, upon application of IFRS 16 on January 1, 2019, right-of-use lease assets and lease liabilities totaling approximately $166 thousand will be recognized in the consolidated statement of financial position. The main expected effects of the application of the standard on the consolidated statement of income or loss for the year 2019 are a decrease of app. $ 104 thousand in lease expenses (which are classified proportionately into the Company's cost of sale and operating expenses), an increase of $87 thousand in depreciation costs and an increase of approximately $7 thousand in financing expenses. Overall, the expected effect of the standard's application on the consolidated statement of income or loss for the year 2019 is an increase of app. $10 thousand in loss. Furthermore, in the opinion of the Company's management, the principal expected effects of the standard's application on the consolidated statement of cash flow for the year 2019 will be an increase in cash flow from operating activities and a decrease in cash flow from financing activities totaling approximately $7 thousand. 2) IFRIC 23, "Uncertainty Over Income Tax Treatments" (hereinafter - "IFRIC 23") IFRIC 23 clarifies how to apply the recognition and measurement requirements of IAS 12 for uncertainties in income taxes. According to IFRIC 23, when determining the taxable profit (loss), tax bases, unused tax losses, unused tax credits and tax rates when there is uncertainty over income tax treatments, the entity should assess whether it is probable that the tax authority will accept its tax position. Insofar, as it is probable that the tax authority will accept the entity's tax position, the entity will recognize the tax effects on the financial statements according to that tax position. On the other hand, if it is not probable that the tax authority will accept the entity's tax position, the entity is required to reflect the uncertainty in its accounts by using one of the following methods: the most likely outcome or the expected value. IFRIC 23 clarifies that when the entity examines whether or not it is probable that the tax authority will accept the entity's position, it is assumed that the tax authority with the right to examine any amounts reported to it will examine those amounts and that it has full knowledge of all relevant information when doing so. Furthermore, according to IFRIC 23 |
Financial Instruments and Finan
Financial Instruments and Financial Risk Management | 12 Months Ended |
Dec. 31, 2018 | |
Financial Instruments and Financial Risk Management [Abstract] | |
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT | NOTE 3 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT: a. Financial risk management Financial risk factors The Company's activities expose it to a variety of financial risks: credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's financial performance. Risk management is carried out by the Company's finance department in accordance with a policy approved by the Board of Directors. The Company's finance department identifies, evaluates and hedges the financial risks. The Board of Directors provides written principles for the overall management of the risks. 1) Credit risks Most of the Company's credit risks arise from short-term deposits and trade receivables. The Company mitigates the risk by ensuring it has sufficient funds to meet its needs and by selling to customers of high credit quality. No credit limits were exceeded in 2018, and management does not expect any losses from non-performance by these counterparties beyond those that have already been recognized. 2) Foreign exchange risk The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the NIS. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities denominated in foreign currency. The Company hedges and minimizes the foreign exchange risk by ensuring that the amounts of net current assets at a specific point in time correspond to the amount of current liabilities at that point in time. 3) Liquidity risk Prudent liquidity risk management requires maintaining sufficient cash and cash equivalents. The Company works to maintain sufficient cash and cash equivalents, taking into account forecasts as to the cash flows required to fund its activities, in order to minimize the liquidity risk to which it is exposed. Cash flow forecasting is performed by the Company's finance department on a consolidated basis. The Company monitors rolling forecasts of the Company's liquidity requirements to ensure it has sufficient cash to meet operational needs. Surplus cash held by the operating entities of the Company over and above the balance required for working capital management are invested in interest bearing current accounts and time deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts. The table below analyzes non-derivative financial liabilities into relevant maturity groupings based on the remaining period at balance sheet date to the contractual maturity date. Derivative financial liabilities are included in the analysis if their contractual maturities are essential for an understanding of the timing of the cash flows. Less than one year Between one to two years U.S. dollars in thousands December 31, 2018: IIA liability 49 82 Trade payables and other payables 1,054 - 1,103 82 December 31, 2017: IIA liability 92 - Trade payables and other payables 1,055 - 1,147 - b. Fair value estimation The table below analyzes financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: ● Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). ● Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). ● Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). Level 1 financial instruments: The Company has a financial liability in respect of derivative financial instruments, which is measured at fair value through profit or loss. As of December 31, 2018 and 2017, the amounts of the liabilities are $729 thousand and $176 thousand, respectively. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. Level 3 financial instruments: The Company has several financial liabilities measured at fair value through profit or loss, which meet the level 3 criteria as of December 31, 2018 and 2017. The following table presents the changes in level 3 instruments for the three years ended 2018: Anti-dilution feature Derivative financial instruments Total U.S. dollar in thousands Balance as of January 1, 2018 692 61 753 Initial recognition 497 2,678 3,175 Finance expenses 598 1,641 2,239 Classification to equity of Series B warrants - (3,479 ) (3,479 ) Classification to level 1 (see Note 13(e)) - (901 ) (901 ) Exercise of anti-dilution feature (1,787 ) - (1,787 ) Balance as of December 31, 2018 - - - Total unrealized losses for the period included in profit or loss for liabilities held at December 31, 2018 598 1,641 2,239 Anti-dilution feature Derivative financial instruments Total U.S. dollar in thousands Balance as of January 1, 2017 94 - 94 Initial recognition 315 1,958 2,273 Finance expenses (income) 283 (1,897 ) (1,614 ) Balance as of December 31, 2017 692 61 753 Total unrealized losses (gains) for the period included in profit or loss for liabilities held at December 31, 2017 283 (1,897 ) (1,614 ) Anti-dilution feature Options to group of investors Bridge loan Financing of issuance expenses Total U.S. dollar in thousands Balance as of January 1, 2016 - - * * * Initial recognition 106 193 - - 299 Finance expenses (income) (12 ) - 800 ** 256 ** 1,044 Settlement/cancellation - (193 ) (800 ) (256 ) (1,249 ) Balance as of December 31, 2016 94 - - - 94 Total unrealized gains for the period included in profit or loss for liabilities held at December 31, 2016 (12 ) - - - (12 ) * Represents an amount of less than $ 1 thousands. ** Recognition of deferred initial loss at an amount equal to the cash amount paid by the Company at the time of completion the Merger Transaction. c. Financial instruments Financial assets at amortized cost December 31, 2018 U.S. dollars Assets: Cash and cash equivalents 3,717 Trade receivable and other receivables (excluding prepaid expenses) 910 Restricted deposits 104 4,731 Loans and receivables December 31, 2017 U.S. dollars Assets: Cash and cash equivalents 3,514 Trade receivable and other receivables (excluding prepaid expenses) 740 Restricted deposits 93 4,347 Liabilities at fair value through profit or loss Financial liabilities at amortized cost Total December 31, 2018 U.S. dollars in thousands Liabilities: Trade payables and other payables - 1,054 1,054 IIA liability - 131 131 Derivative financial instruments 729 - 729 729 1,185 1,914 December 31, 2017 Liabilities: Trade payables and other payables - 1,055 1,055 IIA liability - 92 92 Derivative financial instruments 237 - 237 Liability in respect of anti-dilution feature 692 - 692 929 1,147 2,076 Assets and liabilities, which are not measured on a recurring basis at fair value, are presented at their carrying amount, which approximates their fair value. d. Valuation processes of the Company Set forth below are details regarding the valuation processes of the Company: 1) Series 1 warrants and series 2 warrants - level 1 financial instruments measured at fair value through profit or loss. For details, see Note 13. 2) 2017 Anti-dilution feature - the Company used the binomial share price model for a period of 12 months, using the following principal assumptions: expected volatility between 52.53% - 69.82%, risk-free interest between 0.01% - 0.11%, expected term between 0.11 - 0.45 years and a 75% probability of capital raise during February - April 2017 and between 10% - 100% probability of capital raise during April - June 2018. The liability amount is adjusted by each quarter end based on the then relevant assumptions, until full exercise or expiration, the earlier of them. 3) 2018 Anti-dilution feature - the Company used the binomial share price model for a period of 24 months, using the following principal assumptions: expected volatility between 69.88 - 70.78%, risk-free interest between 0.37% - 0.47%, expected term between 1.9 - 2 years and 100% probability of capital raise until June, 2020. The liability amount is adjusted by each quarter end based on the then relevant assumptions, until full exercise or expiration, the earlier of them. 4) Series A warrants - the Company used the Black-Scholes model, using the following principal assumptions: expected volatility of 77.17%, risk-free interest of 2.77%, expected term of 6 years. The liability amount is adjusted by each quarter end based on the then relevant assumptions, until full exercise or expiration, the earlier of them. For details, see Note 13(e). 5) Series B warrants until December 19, 2019 - the Company used the binomial share price model for a period of 120 days, using the following principal assumptions: expected volatility between 89.17% - 104.11%, risk-free interest between 2.18% - 2.12%, expected term between 0.22 - 0.33 years. 6) Series B warrants as of December 19, 2018 - level 1 financial instruments measured at fair value through profit or loss. For details, see Note 13. 7) Options to employees and advisors - for details see Note 12. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 4 - CASH AND CASH EQUIVALENTS As of December 31, 2018 and 2017, the balance of cash and cash equivalents was comprised of cash at bank. |
Account Receivables - Trade, Ne
Account Receivables - Trade, Net | 12 Months Ended |
Dec. 31, 2018 | |
Account Receivables - Trade, Net [Abstract] | |
ACCOUNT RECEIVABLES - TRADE, net | NOTE 5 - ACCOUNT RECEIVABLES - TRADE, net As of December 31, 2018 and 2017, the account receivables-trade balance comprises open accounts. Also, as of December 31, 2018, the Company did not record a provision for doubtful accounts and as of December 31, 2017, the Company record a provision for doubtful accounts in an amount that is not material. The Company has no customers that exceed their customary credit terms. In addition, during 2018 the Company recorded a debt write-off in an amount of $74 thousand. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about intangible assets [abstract] | |
INTANGIBLE ASSETS | NOTE 6 - INTANGIBLE ASSETS: a. Composition Cost Accumulated amortization Balance at Additions Retirements Balance Balance at Additions Retirements Balance Amortized balance beginning during during the at end beginning during during the at end December 31, 2018: of year the year year of year of year the year year of year 2018 U.S. dollar in thousands Technology 1,955 308 - 2,263 1,199 270 - 1,469 794 Contractual customer relations 38 - - 38 30 6 - 36 2 Goodwill 523 - - 523 - - - - 523 2,516 308 - 2,824 1,229 276 - 1,505 1,319 Cost Accumulated amortization Balance at Additions Retirements Balance Balance at Additions Retirements Balance Amortized balance beginning during during the at end beginning during during the at end December 31, 2017: of year the year year of year of year the year year of year 2017 U.S. dollar in thousands Technology 1,955 - - 1,955 954 245 - 1,199 756 Contractual customer relations 38 - - 38 24 6 - 30 8 Goodwill 523 - - 523 - - - - 523 2,516 - - 2,516 978 251 - 1,229 1,287 Cost Accumulated amortization Balance at Additions Retirements Balance Balance at Additions Retirements Balance Amortized balance beginning during during the at end beginning during during the at end December 31, 2016: of year the year year of year of year the year year of year 2016 U.S. dollar in thousands Technology 1,955 - - 1,955 709 245 - 954 1,001 Contractual customer relations 38 - - 38 18 6 - 24 14 Goodwill 523 - - 523 - - - - 523 2,516 - - 2,516 727 251 - 978 1,538 b. Testing of goodwill impairment As of December 31, 2018 and 2017, the recoverable amount of the Company, which constitutes a single CGU, is calculated on the basis of its fair value less cost to sell of Company's share. As of December 31, 2018 and 2017, the recoverable amount exceeded the Company's equity. c. Intellectual property purchase On July 2, 2018, Safe-T completed the purchase of the intellectual property of CyKick Labs Ltd. (hereinafter "CyKick") and the assumption of a royalty liability to the IIA, in consideration of $236 thousand, allocated on a relative basis to the purchased technology ($308 thousand) and IIA liability ($72 thousand). The purchased technology is aimed to recognize hostile attacks on online services through the identification of the users' anomalous behavior. The amortization is classified to cost of revenues and is calculated for 6 years using the straight-line method over the technology's useful life. For further details see Note 10(b). |
Interests in Other Entities
Interests in Other Entities | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
INTERESTS IN OTHER ENTITIES | NOTE 7 - INTERESTS IN OTHER ENTITIES Subsidiaries: Set forth below are details regarding the Company's subsidiaries as of December 31, 2018 and 2017: Name of company Principal place of business Nature of business activities Percentage held directly by the Company Rate of shares held by the Company % Safe-T Data A.R Ltd. Israel Development of data security software 100 100 Safe-T USA Inc. USA Business - 100 RSAccess Ltd.* Israel Development of data security software Ceased operation * RSAccess Ltd. (hereinafter - "RSAccess") completed its merger into Safe-T on September 2017. For further details see Note 20(b). |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2018 | |
Taxes On Income | |
TAXES ON INCOME | NOTE 8 - TAXES ON INCOME: a. Corporate taxation in Israel The income of the Company and Safe-T is taxed at the regular corporate tax rate which is 25% for 2016, 24% for 2017, and 23% for the year 2018 and thereafter. Safe-T Inc. is taxed at a regular US federal tax rate of 15% for the tax year 2016, 35% for the tax year 2017, and 21% as of the tax year of 2018. b. Tax assessments Tax assessments filed by the Company and Safe-T by 2013 are considered final. c. Carryforward tax losses Carryforward tax losses in Israel of the Company amounted to approximately $3.3 million and $1.1 million as of December 31, 2018 and 2017, respectively. Carryforward tax losses in Israel of Safe-T amounted to approximately $20.4 million and $15.4 million as of December 31, 2018 and 2017, respectively. The Company did not recognize deferred taxes for these losses since their utilization is not expected in the foreseeable future. d. Theoretical tax reconciliation Following is a reconciliation of the theoretical tax expense, assuming all income is taxed at the regular tax rates applicable to companies in Israel (see section a above) and the actual tax expense: Year ended December 31, 2018 2017 2016 % U.S. dollars in thousands % U.S. dollars in thousands % U.S. dollars in thousands Loss before taxes on income, as reported in the statement of operations 100 11,747 100 5,312 100 8,920 Theoretical tax saving on this profit or loss (23 ) (2,702 ) (24 ) (1,275 ) (25 ) (2,230 ) Increase in taxes resulting from permanent differences - non-deductible expenses 4.5 524 1.6 83 14.1 1,261 Increase in taxes resulting from tax losses in the reported year for which deferred taxes were not recognized 18.6 2,184 22.5 1,193 10.9 971 Tax expenses 0.05 6 0.02 1 0.02 2 |
Accounts Payable and Accruals
Accounts Payable and Accruals | 12 Months Ended |
Dec. 31, 2018 | |
Accounts payable and accruals: | |
ACCOUNTS PAYABLE AND ACCRUALS | NOTE 9 - ACCOUNTS PAYABLE AND ACCRUALS: a. Accounts payable - other: December 31 2018 2017 U.S. dollars in thousands Employees and related institutions 628 558 Accrued expenses 323 319 951 877 b. The carrying amount of accounts payables, which are financial liabilities, is a reasonable approximation of their fair value since the effect of discounting is immaterial. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments | |
COMMITMENTS | NOTE 10 - COMMITMENTS: a. Office lease agreements During 2013, Safe-T entered into an office lease agreement for the premises it uses, included an option to extend the lease with a lease fee increase of 6%. During 2015, Safe-T extended the office lease agreement in similar terms until December 31, 2017. On September 13, 2017 Safe-T signed an amendment to its office lease agreement, according to which Safe-T will lease its offices for a monthly fee of approximately $17 thousand. On November 12, 2018, Safe-T signed an amendment to lease additional space for approximately $1.5 thousand. The leases will expire on December 31, 2019. During 2016, Safe-T Inc. has entered into a lease agreement, which expired on November 30, 2017. On September 19, 2017, Safe-T Inc. signed an extension to its office lease agreement, according to which Safe-T Inc. will lease its offices for a monthly fee of approximately $1.3 thousand. The lease will expire on April 30, 2020. The minimal future lease fees (including management fees), which are payable under the said leases agreements are: For the year ended December 31: U.S. dollars in thousands 2019 231 2020 5 b. Royalties payable to the IIA 1) Under the terms of a plan with IIA, Safe-T is committed to pay royalties to the IIA on proceeds from sales of products in the research and development of which the IIA participated by way of grants. Royalties are payable at the rate of 3% to 3.5% of the proceeds from such sales. Safe-T completed the performance of the plan on October 31, 2015, and filed a final report to the IIA, who approved the report. Since 2015, Safe-T received a total of $146 thousand in grants. For the years ended December 31, 2018 and 2017 the company paid royalties in an amount of $43 thousand and $26 thousand, respectively, and presents liabilities to the IIA of $49 thousand and $92 thousand, respectively. 2) On July 2, 2018, Safe-T completed the purchase of the intellectual property of CyKick. As part of such purchase, Safe-T committed to take CyKick's liability to pay royalties to the IIA on proceeds from sales of products in the research and development of which the IIA participated by way of grants. Royalties are payable at the rate of 3% to 3.5% of the proceeds from such sales. As of December 31, 2018, the Company didn't pay IIA any royalties and its liability to pay the IIA royalties for future sales of CyKick's technology amounted to approximately $82 thousand. c. Lease of vehicles The minimal future lease fees, which are payable under the Company's vehicles lease agreements are: For the year ended December 31: U.S. dollars in thousands 2019 89 2020 47 2021 and thereafter 12 |
Retirement Benefits Obligation
Retirement Benefits Obligation | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits Obligation | |
RETIREMENT BENEFITS OBLIGATION | NOTE 11 - RETIREMENT BENEFITS OBLIGATION: a. Liability for employee rights upon retirement Labor laws and agreements require the Company to pay severance pay and/or pensions to employees dismissed or retiring from their employ in certain other circumstances. The amounts of benefits those employees are entitled to upon retirement are based on the number of years of service and the last monthly salary. Also, under labor laws and labor agreements in effect, including the Expansion Order (Combined Version) for Obligatory Pension under the Collective Agreements Law of 1957 (hereinafter - the "Expansion Order"), The Company is liable to make deposits with provident funds, pension funds or other such funds (hereinafter - the "Funds") so as to cover its employees' pension insurance as well as some of its severance pay liabilities. Under the terms of the Expansion Order, the Company deposits for severance pay as required under the Expansion Order as well as other deposits made by those companies "in lieu of severance pay" and which were announced as such as required under the Expansion Order, replace all payment of severance pay under Section 14 of the Severance Pay Law with respect to the wages, components, periods and rates for which the deposit alone was made (hereinafter - "Deposits under Section 14"). b. Defined contribution plans The Company's severance pay liability to Israeli employees for which the said liability is covered under section 14 of the Severance Pay Law is covered by regular deposits with defined contribution plans. The amounts funded as above are not reflected in the consolidated statements of financial position. The amounts recognized as expense in respect of defined contribution plans in 2018, 2017 and 2016, are $234 thousand, $157 thousand and $95 thousand, respectively. |
Share Based Payment
Share Based Payment | 12 Months Ended |
Dec. 31, 2018 | |
Share Based Payment | |
SHARE BASED PAYMENT | NOTE 12 - SHARE BASED PAYMENT: a. The Company maintains a share-based payment plan to Employees, Directors and Consultants (the “Plan”). According to the Plan, the options vest over a period of up to 4 years, and their term period is ten years. Nevertheless, the board of director is qualified to resolve on different vesting terms. Below is a summary of the Company’s grants under the Plan during 2016, 2017 and 2018: Date of grant Options amount Exercise price Fair value at the date of grant Volatility Risk free interest Expected term NIS / $ in thousand $ In years January 18, 2016 443,460 1 2 0.3985 $ 1,002 59.22 % 3.08 % 10 August 28, 2016 779,296 5.137 NIS 607 59.22 % 1.62 % 10 August 28, 2016 50,000 5.137 NIS 26 59.22 % 0.96 % 3 September 15, 2016 171,408 3 4.887 NIS 102 59.22 % 1.99 % 10 March 29, 2017 747,896 4 6.371-6.588 NIS 655 47.40 % 2.31 % 10 July 24, 2017 641,744 6.976 NIS 784 68.07 % 2.05 % 10 August 8, 2017 100,000 7.50 NIS 85 68.03 % 1.95 % 0.5 August 29, 2017 500,000 5.655 NIS 473 68.17 % 1.81 % 10 November 27, 2017 305,008 4.30 NIS 163 65.80 % 1.98 % 10 June 20, 2018 670,048 1.49-2.97 NIS 130 75.50 % 2.24 % 10 June 20, 2018 230,000 1.43 NIS 72 75.30 % 2.24 % 10 * The early exercise multiple used in the valuations for grants during 2016, 2017 and 2018 is 2.5 for each offeree ** Volatility until March 29, 2017 grant is based on volatility data of share price of software companies for periods matching the expected term of the option until exercise. As of July 24, 2017 grant, Volatility is based on volatility data of the traded share price of the Company. 1 Originally 1,178,000 were granted by Safe-T, and then were replaced with 443,460 options of the Company 2 Outofwhich 143,322 options were granted to the CEO and 12,799 options to an employee, who is a relative of the Chairman of the Board of Directors 3 Outofwhich 131,840 options granted to the Company’s CEO, 28,240 options granted to a member of the Company’s Board of Directors and 11,328 options granted to an employee, who is a relative of the Chairman of the Board of Directors. 4 Outofwhich 100,000 options were granted to the Company’s CEO at an exercise price of 6.588 NIS and approved by the Company’s shareholders on August 8, 2017. On June 20, 2018, the Company’s Board of Directors approved the reduction of the exercise price of 1,733,504 options that were granted as of August 28, 2016, until August 29, 2017, to employees and consultants at exercise prices which ranged between NIS 4.887 to NIS 6.976. The new exercise price was set at NIS 4.50. The reduction was approved also by the tax authorities subject to renewed tax lock-up period of 24 months. The move was subject to the grantees approval - such approval was received only with respect to 1,381,152 options, while the rest of the options maintained their original terms. The fair value of the options just prior to the date of the change, which was computed according to the binomial model, amounted to $228 thousand, and $249 thousand immediately after the date of the change, such that the incremental value resulted is $21 thousand. This value is based on the following assumptions: expected volatility of 75.48%, risk free interest ranges between 2.00% and 2.13%, expected term until exercise of 8.19-9.20 years and an early exercise multiple of 2.5 for each offeree. Volatility is based on volatility data of share price of software companies for periods matching the expected term of the option until exercise. b. Movement in the number of share options outstanding and their related weighted average exercise prices are as follows: 2018 2017 2016 Number Average Number Average Number Average of exercise of Exercise of Exercise options price options Price options Price $ $ $ Outstanding at beginning of year: 4,055,260 1.26 2,384,909 0.84 1,099,240 0.49 Granted 900,048 0.46 2,194,648 1.70 1,444,164 1.07 Exercised (179,257 ) 0.57 (159,648 ) 0.51 (4,235 ) 0.40 Forfeited (955,356 ) 1.23 (351,810 ) 1.52 (78,734 ) 0.51 Expired (348,148 ) 1.13 (12,839 ) 1.12 (75,526 ) 0.46 Outstanding at end of year 3,472,547 1.11 4,055,260 1.26 2,384,909 0.84 Exercisable at end of year 1,879,377 0.89 1,552,660 0.74 1,061,645 0.55 c. The following table summarizes information about exercise price and the remaining contractual life of options outstanding at the end of 2018, 2017 and 2016: 2018 2017 2016 Weighted Weighted Weighted Number average Number average Number average outstanding remaining outstanding remaining outstanding remaining Exercise at contractual at contractual at contractual Prices end of year Life end of year Life end of year Life $ Years Years Years 0.40 295,392 5.39 336,802 6.32 382,475 7.23 0.40 322,783 6.25 341,606 7.25 351,606 8.26 0.40 261,634 7.05 372,310 8.05 407,698 9.05 0.41 370,016 9.48 - - - - 0.41 200,000 9.48 - - - - 0.61 18,823 6.01 162,694 7.01 248,458 8.01 0.82 100,000 9.48 - - - - 1.22 270,000 8.91 305,008 9.91 - - 1.24 431,408 7.66 - - - - 1.24 155,561 7.71 - - - - 1.24 322,896 8.24 - - - - 1.24 230,016 8.56 - - - - 1.24 100,000 8.32 - - - - 1.24 150,000 8.66 - - - - 1.28 - - 162,912 8.71 171,408 9.71 1.37 3,393 7.66 614,288 8.66 773,264 9.66 1.58 50,000 8.66 450,000 9.67 - - 1.73 50,000 0.66 50,000 1.66 50,000 2.66 1.76 28,125 8.25 547,896 9.25 - - 1.83 - - 100,000 9.32 - - 1.94 112,500 8.56 611,744 9.57 - - 3,472,547 4,055,260 2,384,909 d. Expenses recognized in the financial statements The costs, which were recognized in the Company’s financial statements in respect of services received from its employees and consultants are presented in the table below: Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Share-based payment plans 381 1,318 1,818 The plans are intended to be governed under rules set for that purpose in the Company’s options plan. The exercise prices of the options that are exercisable into shares as of December 31, 2018 range between $0.4 to $1.94. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Shareholders Equity | |
SHAREHOLDERS' EQUITY | NOTE 13 - SHAREHOLDERS' EQUITY a. Share capital As of December 31, 2018 and 2017, the Company's ordinary share capital (hereinafter - "ordinary shares") is composed as follows: Number of shares Authorized Issued and paid December 31, December 31, 2018 2017 2018 2017 Ordinary shares of no par value 1,000,000,000 1,000,000,000 81,355,693 20,198,583 The Company's ordinary shares are traded on the TASE, and, commencing August 21, 2018, the Company's ADSs are traded on the Nasdaq under the symbol "SFET". Each ADS represents 40 ordinary shares. The last reported market price for the Company's securities on December 31, 2018 was $2.97 per ADS on the Nasdaq and $0.087 per share on the TASE (based on the exchange rate reported by the Bank of Israel for that date). b. Tradable warrants: On June 8, 2016 the Company made a public offering by way of issuing units of securities. As part of the issuance, offers were received to purchase 32,307 units of 3,230,700 shares, 1,292,280 Series 1 warrants and 1,292,280 Series 2 warrants, in consideration for $4,173 thousand. The terms of the warrants, which were issued are as follows: each Series 1 warrant is exercisable into one share in consideration for 6.25 NIS until February 9, 2017. Each Series 2 warrant is exercisable into one share in consideration for 7.50 NIS until December 9, 2017. ● Series 1 warrants On January 30, 2017, the Company's general meeting decided to defer the exercise date of the Series 1 warrants from February 9, 2017 to April 30, 2017 and to reduce the exercise price of the warrants from 6.25 NIS to 5.50 NIS. As of April 30, 2017, 8,750 warrants were exercised before the reduction of the exercise price, for a total consideration of approximately 55 thousand NIS (approximately $14 thousand), and 1,281,529 warrants were exercised after the reduction of the exercise price, for a total consideration of approximately 7,048 thousand NIS (approximately $1,930 thousand) (99.85% of all series 1 warrants were exercised in consideration for approximately 7,103 thousand NIS (approximately $ 1,943 thousand). The remaining warrants expired on April 30, 2017. ● Series 2 warrants 7,020 warrants were exercised in May 2017 for a total consideration of approximately 53 thousand NIS (approximately $15 thousand). On November 2017, the Company's general meeting and board of directors decided to defer the exercise date of the Series 2 warrants from December 9, 2017 to February 9, 2018 and to reduce the exercise price of the warrants from 7.50 NIS to 6.50 NIS. On February 9, 2018 the Series 2 Warrants expired with no further exercises. Movement in the number of the Series 1 and 2 warrants are as follows: 2018 2017 2016 Series 2 warrants Series 1 warrants Series 2 warrants Series 1 warrants Series 2 warrants Outstanding at beginning of year: 1,285,260 1,292,280 1,292,280 - - Issuance - - - 1,292,280 1,292,280 Exercised - (1,290,279 ) (7,020 ) - - Expired (1,285,260 ) (2,001 ) - - - Outstanding at end of year - - 1,285,260 1,292,280 1,292,280 C. Private offerings During the years 2018, 2017 and 2016, the Company raised approximately $11.4 million, before deducting issuance expenses, in a series of private offerings, as follows: Date of offering Number of shares Unit price (in NIS) Gross proceeds (U.S. dollars in Thousands) December 14, 2016 1,492,670 4.25 1,662 April 6, 2017 1,358,834 6 2,237 May 11, 2017 441,483 6 727 May 22, 2017 605,000 6 1,001 June 13, 2017 1,174,286 7 2,280 June 3, 2018 7,634,536 1.5-1.3 2,959 June 3, 2018 416,456 0.3 34 September 25, 2018 5,781,580 0.3 481 Date of offering Number of warrants Warrant exercise price (in NIS) Expiration date December 14, 2016 1,492,670 7.5 December 9, 2017 April 6, 2017 1,358,834 8.75 November 30, 2018 May 11, 2017 441,483 8.75 November 30, 2018 May 22, 2017 605,000 8.75 November 30, 2018 June 13, 2017 1,174,286 10 November 30, 2018 June 3, 2018 4,378,693 2.32 November 30, 2019 In connection with the private offerings, the Company used the services of brokers, who mediated between the investors and the Company. In consideration for the services rendered by those brokers, the Company awarded them fully-vested non-traded warrants, as follows: Date of award Number of non-traded warrants awarded Exercise price (in NIS) Expiration Date April 6, 2017 11,383 6 April 9, 2022 April 6, 2017 56,558 6 April 9, 2020 May 11, 2017 22,074 6 May 11, 2020 May 22, 2017 45,375 6 June 21, 2020 June 13, 2017 84,499 10 June 21, 2020 June 3, 2018 414,042 2.3 November 30, 2019 June 3, 2018 12,893 10 November 30, 2018 August 21, 2018 14,900 2.4 November 30, 2019 The Company accounted for the said awards in accordance with the provisions of IFRS 2. The value of the services that were rendered by the brokers was treated as issuance costs, by crediting equity and allocating on a pro rata basis between the premium and finance expenses according to the proportion of equity instruments and liability instruments included in each private issuance. As part of the private offerings, the Company has undertaken that in case that it will decide to issue additional shares over the course of up to 12 or 24 months from the respective dates of the issuances, at a price per share that is lower than the price per share that was set as part of the private issuances, it will compensate the relevant investors by issuing additional shares in accordance with the difference between the price per share of the relevant private issuance and the price per share in that future issuance, up to a minimal price that ranges between 0.88-6 NIS per share, according to the terms of the relevant issuance. In addition, the Company also undertaken to compensate certain brokers by issuing additional warrants in case of anti-dilution trigger. Following June 3, 2018, private offering, the Company issued 416,456 shares at an exercise price of NIS 0.30 per share, reflecting the exercise price pursuant to the anti-dilution rights held by the investors, for an approximate amount of $34 thousand, and granted additional 12,893 warrants, which were also triggered by an anti-dilution clause provided in prior private offerings. Also, following the public offering as described below, the Company issued 5,781,580 shares in consideration for NIS 0.30 per share, reflecting the exercise price pursuant to the anti-dilution rights held by the investors, for an approximate amount of $481 thousand, and granted additional 14,900 warrants which were also triggered by an anti-dilution clause provided in prior private offerings. For accounting purposes, the Company recognized financial liabilities in respect of warrants and in respect of anti-dilution features (see above). The warrants are measured at fair value (level 1) in accordance with their quoted price. Changes are recorded to profit or loss on a periodic basis. The anti-dilution features are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. The equity component is initially recognized by subtracting the fair value of the financial liabilities from consideration received. The equity component is not re-measured in subsequent periods. Issuance expenses of $1,545 thousand in 2018 and $663 thousand in 2017 were allocated on a pro-rata basis to the three components mentioned above. d. OTC listing On June 26, 2017, the Company obtained all approvals required for listing the Company's shares as ADS that are tradable as part of the OTCQB Venture Market of the Over the Counter (OTC) market in the USA. In accordance with the approvals, the Company commenced trade as part of the ADR Level 1 program as from June 27, 2017 under the symbol SFTTY; each ADS represents 4 ordinary Company shares. In August 2018, following the Nasdaq public offering and the listing in Nasdaq, the Company's ADSs ceased to trade on the OTC market. e. Nasdaq Public Offering On August 21, 2018, the Company completed an underwritten public offering on the Nasdaq of 510,438 units comprising of 510,438 American Depositary Shares ("ADSs") at a price of $14.35 per ADS, 510,438 Series A warrants to purchase up to 765,657 ADSs with an exercise price of $14.35 per ADS, and 510,438 Series B warrants to purchase up to a maximum of 1,193,407 ADSs. Each ADS represents 40 of the Company's Ordinary Shares. The Company received aggregate gross proceeds of approximately $7.335 million from the offering, The Series A warrants has a term of six years, are exercisable immediately and have an exercise price of $14.35 per ADS. The Series B warrants will become exercisable, if at all, commencing 120 days after issuance, at the discretion of the holder thereof until exercised in full, if at the 120th day after issuance, 80% of the lowest volume weighted average price of the ADSs during the five trading days immediately prior to such date, or the Reset Price, is lower than $14.35. In such event, each Series B warrant holder will be entitled to additional ADSs at an exercise price of $0.001 per ADS with the number of ADSs exercisable equal to the aggregate investment by such holder in connection with the closing of this offering divided by the Reset Price, less any ADSs issued to such holder at the closing of this offering. In no event shall the Reset Price be less than $4.305, subject to customary adjustments for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions. In the event the right to purchase additional ADSs is not triggered on the 120th day after issuance, the Series B warrants will expire immediately. For accounting purposes, the Company's obligation to issue a variable number of shares pursuant to the series B warrants, was classified as a financial liability measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes in the fair value were recorded to profit and loss until the reset date (see below). The equity components are initially recognized by subtracting the fair value of the financial liability from consideration received, based on the proportion of each one of them. The equity components are not re-measured in subsequent periods. Issuance expenses of $1.3 million in 2018 were allocated on a pro-rata basis to the three components mentioned above. In connection with the offering the Company granted the underwriter a 45-day option to purchase up to 76,565 additional ADSs and Series A warrants to purchase up to an additional 114,848 ADSs and Series B warrants to purchase up to an additional 178,653 ADS. The underwriter didn't exercise the option. The Company also granted the underwriter 25,521 warrants to purchase up to 25,521 ADSs at an exercise of $14.35 per and a term of 5 years from the issuance date. On December 19, 2018, the Reset Price of the Series B Warrants was set at $4.305 per ADS. As a result, the Series B Warrants holders are entitled to additional 1,193,407 ADSs subject to payment of an exercise price of $0.001 per ADS. The exercise period is unlimited. As of December 31, 2018, 668,194 ADSs were exercised by the Series B warrants holders. A total of 245,490 ADSs resulting from Series B Warrants Reset Date calculations weren't registered with the U.S. Securities and Exchange Commission. As a result, on January 2019 those warrants were cancelled and replaced with substantially similar warrants that contain a mechanism for cashless exercise (see further in Note 22(b)). For accounting purposes, as of December 19, 2018, following the setting of the Reset Price, as described above, the fair value of the financial liability, as of such date, in the amount of $3,479 thousand, was reclassified to equity, other than the amount of ADSs not approved for registration, which is still classified as a financial liability in the statement of financial position based on fair value of the Company's share price at December 31, 2018 (a level 1 measurement). f. Rights conferred by shares ● Ordinary shares The ordinary shares confer upon their holders voting rights, the right to receive dividends, the right to a share in excess assets upon liquidation of the Company and other rights as set out in the Company's articles of association (hereinafter – the "Articles of Association"). |
Revenues and Cost of Revenues
Revenues and Cost of Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Revenues And Cost Of Revenues | |
REVENUES AND COST OF REVENUES | NOTE 14 - REVENUES AND COST OF REVENUES: Year ended December 31 2018 2017 2016* U.S. dollars in thousands a. Revenues**: Revenues from licenses 794 486 453 Revenues from provision of maintenance and support services 606 519 341 Revenue from provision of other services 66 91 49 1,466 1,096 843 * The Company has initially applied IFRS 15 using the modified retrospective approach, the comparative information is not restated, See Note 2(q). ** See Note 21 with respect to the disclosure of disaggregated revenue, which is identical to entity wide disclosures. b. Revenue recognized in relation to contract liabilities The following table includes revenue expected to be recognized in the future related to performance obligations that are unsatisfied at the reporting date. U.S. dollars in thousands 2019 2020 and thereafter Total Contracts with customers 495 249 744 The Company recognized $286 thousand of revenue related to beginning of the period contract liability balances. c. Cost of revenues: Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll and related expenses 367 203 158 Share-based payment 55 51 58 Amortization of intangible assets 270 245 245 Cost relating to sales as an agent 18 47 10 Other 81 37 41 791 583 512 |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Research And Development Expenses | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 15 - RESEARCH AND DEVELOPMENT EXPENSES: Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll and related expenses 1,632 919 627 Share-based payment 13 103 88 Subcontractors 421 377 249 Other 348 209 121 2,414 1,608 1,085 |
Selling and Marketing Expenses
Selling and Marketing Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Selling And Marketing Expenses | |
SELLING AND MARKETING EXPENSES | NOTE 16 - SELLING AND MARKETING EXPENSES: Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll and related expenses 2,801 1,567 695 Share-based payment 123 573 771 Professional fees 1,118 823 741 Marketing 699 490 353 Other 801 598 332 5,542 4,051 2,892 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2018 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 17 - GENERAL AND ADMINISTRATIVE EXPENSES: Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll and related expenses 667 661 382 Share-based payment 190 576 902 Professional fees 885 749 731 Other 183 164 108 1,925 2,150 2,123 |
Finance Expenses, Net
Finance Expenses, Net | 12 Months Ended |
Dec. 31, 2018 | |
Finance Expenses Net | |
FINANCE EXPENSES, NET | NOTE 18 - FINANCE EXPENSES, NET: Year ended December 31 2018 2017 2016 U.S. dollars in thousands Finance expenses: Bank fees (20 ) (15 ) (12 ) Issuance expenses (517 ) (242 ) - Changes financial liabilities at fair value through profit or loss (2,839 ) (718 ) (1,842 ) Exchange differences (120 ) - - Total finance expenses (3,496 ) (975 ) (1,854 ) Financing income: Changes in financial liabilities at fair value through profit or loss 945 2,697 205 Interest received from institutions 10 9 2 Exchange differences - 253 75 Total financing income 955 2,959 282 Financing income (expenses), net (2,541 ) 1,984 (1,572 ) |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Loss Per Share | |
LOSS PER SHARE | NOTE 19 - LOSS PER SHARE: a. Basic Basic loss per share is calculated by dividing the loss attributable to the Company's owners by the weighted average number of ordinary shares in issue. Year ended December 31 2018 2017 2016 U.S. dollars in thousands Loss attributable to Company's owners 11,753 5,313 8,922 The weighted average of the number of ordinary shares in issue 35,302 18,433 11,527 Basic loss per share (dollar) 0.33 0.29 0.77 b. Diluted The Company adjusts the loss attributable to holders of ordinary shares and the weighted average number of shares in issue, to reflect the effect of all potentially dilutive ordinary shares, as follows: The Company adds to the weighted average number of shares in issue that was used to calculate the basic loss per share, the weighted average of the number of shares to be issued assuming that all shares that have a potentially dilutive effect would be converted into shares, and adjusts net loss attributable to holders of ordinary Company shares to exclude any profits or losses recorded during the year with respect to potentially dilutive shares. The potential shares, as mentioned above, are only taken into account in cases where their effect is dilutive (reducing the earnings per share or increasing the loss per share). Year ended December 31 2018 2017 2016 U.S. dollars in thousands Loss attributable to Company's owners, used in computation of basic loss per share 11,753 5,313 8,922 Adjustment in respect of the finance income relating to anti-dilution mechanism and compensation feature 710 - - 12,463 5,313 8,922 The weighted average of the number of ordinary shares in issue used in computation of basic loss per share (in thousands of shares) 35,302 18,433 11,527 Adjustment in respect of incremental shares assuming the conversion of anti-dilution mechanism and compensation feature 344 - - 35,646 18,433 11,527 Diluted loss per share (dollar) 0.35 0.29 0.77 For 2017 and 2016, the Company did not take into account any dilutive instruments (the share options, options to employees and anti-dilution mechanism) since their effect, on a fully diluted basis, is anti-dilutive. |
Related Parties Transactions An
Related Parties Transactions And Balances | 12 Months Ended |
Dec. 31, 2018 | |
Related Parties Transactions And Balances | |
RELATED PARTIES TRANSACTIONS AND BALANCES | NOTE 20 - RELATED PARTIES TRANSACTIONS AND BALANCES: "Related Parties" - As defined in IAS 24, "Related Party Disclosures" (hereinafter- "IAS 24"). Key management personnel - included together with other entities in the said definition of "related parties" in IAS 24, include the members of the Board of Directors and senior executives. a. Transactions with related parties: 1) Compensation to related parties: Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll, bonuses, share based compensation and related expenses to interested parties employed by the Company 285 234 307 Management fees, consulting fees and bonuses to interested parties hired by the Company 185 344 166 Compensation to directors who are not employed by the Company 66 57 36 2) Compensation to key management personnel: The compensation paid to key management personnel for work services they provide to the Company is as follows: Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll and other short-term benefits 1,573 1,073 703 Bonuses and Commissions 146 178 - Advisory fees - 73 246 Management fees 185 222 166 Share-based payments 219 665 1,291 2,123 2,211 2,406 b. Other transactions with related parties: 1) As part of the ongoing running of its business, the Company receives management services from the then Chairman of the Board of Directors, in consideration for a monthly payment of $15 thousand. In the years 2018, 2017 and 2016, the total amounts in respect of these engagements amounted to $185, $222 and $166 thousand, respectively. As of December 31, 2018 and December 31, 2017 the payable balance amounted to $15 thousand for each year. 2) During 2017 and 2016, the Company employed related parties of its shareholders. The total amounts relating to those commitments amounted to $121 and $114 thousand, respectively. As of December 31, 2017, the payable balance amounted to $12 thousand. 3) On February 4, 2015, the then Company's controlling shareholder and Chairman of the Board of Directors transferred to RSAccess an amount of approximately $62 thousand (242 thousand NIS), which was to be used to partly repay its debt to the Safe-T. The funds were transferred as a loan, which does not bear interest, with the aim that RSAccess will repay the loan as soon as possible out of revenue proceeds or out of investment proceeds it will receive from Safe-T. In September 2017, following the completion of the merger of RSAccess into Safe-T, the loan was fully repaid with no interest. 4) During 2018 and 2017, the Company paid certain amounts to a subsidiary of a related party, who is a shareholder. The amounts were paid in respect of participation in revenues from services provided to a customer, including maintenance and support services. The total amount paid in the 12 months ended December 31, 2018 and 2017, were $10 thousand for each year. |
Entity Level Disclosures
Entity Level Disclosures | 12 Months Ended |
Dec. 31, 2018 | |
Entity Level Disclosures | |
ENTITY LEVEL DISCLOSURES | NOTE 21 - ENTITY LEVEL DISCLOSURES: Management has determined the operating segment based on the information reviewed by the chief operating decision maker for the purposes of allocating resources and assessing performance. Accordingly, for management purposes, the Company has one operating segment, which is based on its revenues from licenses and services. As of the date of these consolidated financial statements, the Company's activities are mainly focused on data security services and development and marketing of data security solutions. Most of the Company's customers are commercial Israeli and American companies. The remaining Company customers are European companies. Set forth below is a breakdown of the Company's revenues by geographic regions: Israel USA Other Total U.S. dollars in thousands Company's revenues: For the year 2018 988 353 125 1,466 For the year 2017 823 227 46 1,096 For the year 2016* 590 243 10 843 * The Company has initially applied IFRS 15 using the modified retrospective approach, the comparative information is not restated, See Note 2(q). Principal customers: Year ended December 31 2018 2017 2016* U.S. dollars in thousands Revenue with principal customers 308 436 499 Percentage of total sales Customer A 8 % 21 % 23 % Customer B 2 % 13 % - Customer C 11 % 2 % - Customer D 10 % - - Customer E 2 % 3 % 23 % Customer F 1 % 3 % 14 % * The Company has initially applied IFRS 15 using the modified retrospective approach, the comparative information is not restated, See Note 2(q). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22 - SUBSEQUENT EVENTS: a. Options cancellation On February 20, 2019, 1,586,048 options out of some the options grants described under Note 12 were cancelled following a Board of Directors approval and the relevant employees and consultant's approvals of the cancellation. b. B Warrants replacement On January 22, 2019 the Company signed agreements with several investors from the Nasdaq public offering (See Note 13(e)) to exchange the Series B warrants that entitled the investors to purchase 245,490 ADSs for nominal exercise price that weren't registered with the U.S. Securities and Exchange Commission, with fully vested warrants to purchase up to 306,863 ADSs that include a mechanism for cashless exerciser. As of the date of the approval of the financial statements, a total of 141,754 ADSs are issuable upon the exercise of 28,629 Series B warrants and 113,125 Series B exchange (cashless) warrants. c. Share purchase agreement In January 2019, the Company signed a non-binding letter of intent (LOI) for the acquisition of a fast-growing Israeli company in the business proxy network solution industry. Under the terms of the LOI, the Company will purchase all of the purchased company's issued and outstanding shares. The expected payment for the transaction is $9.7 million, which will be paid in a combination of equity and cash. The consideration may include an additional earn-out payment in 2020, subject to the level of increase of the purchased company's sales during 2019 compared to 2018. Pursuant to the LOI, the parties will enter into definitive agreements within 40 days, and the closing will take place no later than 45 days thereafter, subject to closing conditions. There is no assurance that definitive agreements will ever be entered into and that the transaction will ever be closed. The closing of the shares and assets purchase is subject, among other conditions, to the approval of the Company's shareholders and signing definitive agreements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
Basis of presentation of financial statements | a. Basis of presentation of financial statements: The consolidated financial statements as of December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, are in compliance with International Financial Reporting Standards (hereinafter - "IFRS"), and interpretations issued by the IFRS Interpretations Committee applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting Standards Board. In connection with the presentation of these consolidated financial statements, the following should be noted: 1) The significant accounting policies described below have been applied consistently to all the years presented, unless otherwise stated. 2) The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial liabilities (including derivatives) at fair value through profit or loss, which are presented at fair value. 3) The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Company's management to exercise its judgment in the process of applying the Company's accounting policies. Actual results may differ materially from estimates and assumptions used by management. |
Consolidated financial statements | b. Consolidated financial statements Subsidiaries Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. Intercompany balances and transactions, including income and expenses on transactions between The Company's subsidiaries are eliminated. The accounting policies applied by the subsidiaries are consistent with the accounting policies adopted by the Company. |
Segment reporting | c. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker in the Company, who is responsible for allocating resources and assessing the performance of the operating segments. The Company has one operating segment. Entity wide disclosures are provided in Note 21. |
Translation of foreign currency balances and transactions | d. Translation of foreign currency balances and transactions: 1) Functional and presentation currency Items included in the financial statements of each of the Company's subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (hereinafter - the "Functional Currency"). The consolidated financial statements of the Company are presented in U.S. dollars, which is the Company's Functional Currency. 2) Transactions and balances Transactions made in a currency which is different from the functional currency (hereinafter - "Foreign Currency") are translated into the Functional Currency using the exchange rates prevailing at the dates of the transactions or valuations where the items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the end-of-year exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss as finance income (expense). |
Cash and cash equivalents | e. Cash and cash equivalents Cash and cash equivalents include cash in hand, short-term bank deposits and other short-term highly liquid investments with original maturities of three months or less, which are subject to insignificant risk of changes in value. |
Trade receivables | f. Trade receivables The trade receivable balance represents the unconditional right to consideration because only the passage of time is required before the payment is due from Company customers for licenses granted or services rendered in the ordinary course of business. If collection is expected within one year or less, trade receivables are classified as current assets. If not, trade receivables are presented as non-current assets. Trade receivables are initially recognized based on their transaction price, and subsequently measured at amortized cost using the effective interest method, less a provision for doubtful accounts. For further details see Note 2(k). |
Goodwill | g. Goodwill Goodwill arising from a business combination represents the excess of the overall amount of the consideration transferred, the amount of any non-controlling interests in the acquired company over the net amount as of acquisition date of the identifiable assets acquired and the liabilities assumed. Impairment reviews of the cash-generating-unit (hereinafter - "CGU") to which goodwill was allocated are undertaken annually and whenever there is any indication of impairment of a CGU. The carrying amount of the Company's assets (which constitutes a single CGU), including goodwill, is compared to its recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment loss is allocated to reduce the carrying amount of the Company's assets at the following order: first to reduce the carrying amount of any goodwill allocated to a CGU and subsequently to the remaining assets of the Company, which fall within the scope of IAS 36, "Impairment of Assets", on a proportionate basis based on the carrying amount of each Company asset. Any impairment loss is recognized immediately in profit or loss and is not subsequently reversed. As of December 31, 2018, 2017 and 2016, the Company did not record impairment of goodwill. For further details see Note 6. |
Intangible assets | h. Intangible assets: 1) Research and development Through December 31, 2018 and 2017, the Company has not met the criteria for capitalizing development expenses as intangible assets, and accordingly, no asset has so far been recognized in the consolidated financial statements in respect of capitalized development expenses. Consequently, the research and development expenses of the Company are fully recognized as incurred. 2) Technology The Company's technology was acquired either separately or as part of a business combination and represents an innovative data security product, which is a supplementary product to various other products such as Firewall, applications, SharePoint, etc., and other related intellectual property. Technology is amortized over 8 and 6 years using the straight-line method, with such amortization classified as cost of revenues. |
Impairment of non-monetary assets | i. Impairment of non-monetary assets An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value, less selling costs and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels of identifiable cash flows (CGUs). As mentioned above, the Company constitutes a single CGU. Non-monetary assets, other than goodwill, that were impaired are reviewed annually for possible reversal of the impairment recognized at each balance sheet date. The Company did not record any impairment charges during the three years ended December 31, 2018. |
Government grants | j. Government grants Government grants received from the Israeli Innovation Authority (hereinafter - the "IIA") as a participation in research and development performed by Safe-T (hereinafter - "IIA Grants") fall into the scope of "forgivable loans" as defined in IAS 20, "Accounting for Government Grants and Disclosure of Government Assistance" (hereinafter - "IAS 20"). IIA Grants are recognized in accordance with IFRS 9, "Financial Instruments" (hereinafter - "IFRS 9"). If on the date on which the right for the IIA Grants is established (hereinafter - "Entitlement Date") the Company's management concludes that there is no reasonable assurance that the IIA Grants to which entitlement has been established (hereinafter - the "Received Grant"), will not be repaid, the Company recognizes a financial liability on that date, which is accounted for under the provisions of IFRS 9 regarding financial liabilities measured at amortized cost. |
Financial assets and liabilities | k. Financial assets and liabilities: Accounting policies applied from January 1, 2018, under IFRS 9: 1) Classification The Company classifies its financial assets at amortized cost. The classification is determined, among other things, in accordance with the purpose for which the financial assets were acquired. The basis of classification depends on the Company's business model and the contractual cash flow characteristics of the financial asset. Financial assets at amortized cost are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and their contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These assets are classified as current assets, except for maturities of more than 12 months after the balance sheet date, which are classified as non-current assets. The Company's financial assets at amortized cost are included "accounts receivable," "restricted deposits" and "cash and cash equivalents" in the consolidated statements of financial position (see sections e and f above). 2) Recognition and measurement Financial assets, which are initially measured at fair value, including any transaction costs, are measured in subsequent periods at amortized cost using the effective interest method, except of trade receivables (see section f above). For information on the method used to measure the fair value of the Company's financial instruments, see Note 3. 3) Impairment of financial assets - financial assets measured at amortized cost 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 asset has increased significantly since initial recognition. If the financial asset is determined to have low credit risk at the reporting date, the Company assumes that the credit risk on a financial asset has not increased significantly since initial recognition. The Company measures the loss allowance for expected credit losses on trade receivables that are within the scope of IFRS 15, "Revenue from Contracts with Customers" (hereinafter - "IFRS 15") and on financial assets for which the credit risk has increased significantly since initial recognition based on lifetime expected credit losses. Otherwise, the Company measures the loss allowance at an amount equal to 12-month expected credit losses at the current reporting date. Accounting policies applied until December 31, 2017, under IAS 39, "Financial Instruments: Recognition and Measurement" (hereinafter - "IAS 39"): 1) Classification The Company classifies its financial assets as loans and receivables. The classification is determined, among other things, in accordance with the purpose for which the financial assets were acquired. The Company management determines the classification of the financial assets upon initial recognition. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities longer than 12 months after the statement of financial position date. These are classified as non-current assets. The Company's loans and receivables are presented among "accounts receivable," "restricted deposits" and "cash and cash equivalents" in the statement of financial position (see sections e and f above). 2) Recognition and measurement Financial assets, which are initially measured at fair value, including any transaction costs, are measured in subsequent periods at amortized cost using the effective interest method. Financial assets, which are measured at fair value through profit or loss are initially measured at fair value and the transaction costs are carried to the statement of operations. For information on the method used to measure the fair value of the Company's financial instruments, see Note 3. 3) Impairment of financial assets - financial assets measured at amortized cost The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (hereafter - a "Loss Event") and that Loss Event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Where objective evidence for impairment exists, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not yet been incurred) discounted at the financial asset's original effective interest rate (i.e., the effective interest rate computed for the asset upon initial recognition). The asset's carrying amount is reduced and the amount of the loss is recognized in the statements of operations. If the amount of impairment loss in a subsequent period decreases, and this decrease may be attributed to an objective event that took place after the impairment was recognized (like improved credit rating of the borrower), reversal of the previously recognized impairment loss is recorded in the statements of operations. The Company does not test impairment of groups of customers due to immateriality. |
Derivatives | l. Derivatives The Company accounts for warrants with an exercise price denominated in NIS, with price adjustments and compensation and anti-dilution features as derivatives. The warrants are measured at fair value (level 1) in accordance with their quoted price. Changes are recorded to profit or loss on a periodic basis. The anti-dilution features are measured at fair value (level 3) as reflected in a valuation carried out as of the date of the transaction. Changes are recorded to profit or loss on a periodic basis. |
Trade payables | m. Trade payables Trade payables are the Company's obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognized initially at fair value, and in subsequent periods at amortized cost using the effective interest method. |
Current and deferred income taxes | n. Current and deferred income taxes The tax expenses for the reported years comprise current and deferred taxes. Taxes are recognized in the consolidated statements of profit or loss, except to the extent that they relate to items recognized directly in equity. In that case, the tax is also recognized in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. The Company's management periodically evaluates the tax aspects applicable to its taxable income based on the relevant tax laws and makes provisions in accordance with the amounts payable to the Israeli Tax Authorities. Deferred income tax is provided using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax liabilities are not accounted for if they arise from initial recognition of goodwill. Also, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The Company does not provide deferred income tax on temporary differences arising from investments in subsidiaries, since the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. |
Employee benefits | o. Employee benefits: 1) Severance pay and pension obligations A defined contribution plan is a post-employment benefits scheme under which group companies pay fixed contributions into a separate and independent entity. The Company has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Company's severance pay and pension obligations are generally funded through payments to insurance companies or trustee-administered funds. Under their terms, the said pension plans meet the criteria for defined contribution plan as above. 2) Vacation and recreation pay Every employee is legally entitled to vacation and recreation benefits, which are computed on an annual basis. This entitlement is based on the term of employment. The Company charges a liability and expense due to vacation and recreation pay, based on the benefits that have been accumulated for each employee. Since the Company expects that the benefit arising from vacation pay will be fully settled within 12 months of the end of the reporting period in which the employees provide the relating services, the liability in respect of this benefit is measured in accordance with the additional amount, which the Company expects to pay for unutilized vacation benefits accrued at the end of the reporting period. 3) Severance pay Severance pay is paid when an employee is terminated by the Company before the normal retirement date, or when an employee had agreed to accept voluntary redundancy in exchange for these benefits. The Company recognizes severance pay liabilities at the earlier of: ● When the entity can no longer withdraw the offer of those benefits; and ● When the entity recognizes costs for a restructuring in the scope of IAS 37, "Provisions, Contingent Liabilities and Contingent Assets", that includes the payment of severance benefits. |
Share-based payments | p. Share-based payments The Company operates a number of equity-settled, share-based compensation plans, under which the Company receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted excluding the impact of any service and non-market performance vesting conditions. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. In addition, in some circumstances, employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognizing the expense during the period between service commencement period and grant date. At the date of each balance sheet, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the consolidated statements of profit or loss, with a corresponding adjustment to equity. When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. For plans that include conditions that are not vesting conditions, any relating expenses are immediately recognized in the consolidated statements of profit or loss. When the Company revises the conditions of an equity-settled grant, the Company recognizes an additional expense, in excess of the original expense calculated for every such revision that increases the overall fair value of the granted benefit or benefits the other service provider, based on the fair value at the time of revision. |
Revenue recognition | q. Revenue recognition: 1) General The Company has decided to early adopt IFRS 15 from January 1, 2017 (hereinafter - the "date of initial application"). The early adoption of IFRS 15 by the Company was done pursuant to the transitional provision that enables the recognition of the accumulated impact of adoption as an adjustment of the opening balance of retained earnings as of January 1, 2017 (also known as the modified retrospective approach). This standard replaces the guidelines that were in effect through January 1, 2017 regarding revenue recognition and presents a new single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The standard provides two approaches to revenue recognition: one point in time or over time. The model framework consists of five steps for analyzing transactions to determine the timing and amount of revenue recognition. a) Identify the contract with the customer. b) Identify the separate performance obligations in the contract. c) Determine the transaction price. d) Allocate the transaction price to each of the performance obligations in the contract. e) Recognize revenue as each performance obligation is satisfied, while making a distinction between satisfying an obligation on a certain date and satisfying an obligation over time. In addition, the standard provides new and more extensive disclosure requirements to those that exist today, which are provided in Notes 14 and 21. 2) Accounting for perpetual and term licenses of software The main impact which the standard had on the Company's consolidated financial statements is the timing of recognition of revenue in respect of the license component in transactions for the sale of fixed-term license contracts. Pursuant to the standard, the Company's promise to the customer in granting a license is to provide a right to use the entity's intellectual property as intellectual property exists (in terms of form and functionality), at the point in time at which the license is granted to the customer. This means that the customer can direct the use of, and obtain substantially all of the remaining benefits from, the license at the point in time at which the license transfers. Therefore, revenue in respect of the license component in such transactions shall be recognized at the time at which the license granted to the customer. The total accumulated impact of the early adoption of the standard as of the date of initial application is a $49 thousand decrease in the accumulated deficit balance, which related solely to term licenses for which revenue was recorded earlier when compared to the previous policy. The timing for the remaining performance obligations remained unchanged - see below. 3) Presentation of revenue and revenue related balances The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company controls the specified goods or services before the transfer to its customers. In determining this, the Company follows the accounting guidance for principal-agent considerations. This determination involves judgment and is based on an evaluation of the terms of each arrangement, considering the party that is primarily responsible in the arrangement, whether it bears inventory risk and whether it determines the prices charged to the customers. When an entity that is a principal satisfies a performance obligation, the entity recognizes revenue in the gross amount of consideration to which it expects to be entitled in exchange for the goods or services transferred. Sales to resellers are recognized on a net basis which means that the reseller are considered the ultimate customer in such arrangements. Revenue is recognized net to Value Added Tax. The Company recognized obligations in respect of sale contracts at the total amount equal to the total amount of transactions invoiced, net of transactions in respect of which revenues were recognized. 4) Allocation of revenue to multiple performance obligations The Company allocates revenue to licenses, post contract customer support and professional services on a relative stand-alone selling price basis, except in cases in which a stand-alone selling price of an individual performance obligation is highly uncertain or variable, in which case the residual method is used. 5) Election of certain practical expedients The Company has also elected to apply the following practical expedients in connection with the application of IFRS 15: 1) IFRS 15 was applied only to contracts that were not completed as of the date of the initial application. 2) Where the asset that would be recognized as a result of capitalizing the cost of obtaining a contract would be amortized over one year or less, the Company shall expense those costs when incurred. 3) For contracts in which, at inception, the period between the performance of the obligations (transfer of goods or service to the customer) and the associated payment is expected to be one year or less, the Company does not account for the effect of a significant financing component. |
Loss per share | r. Loss per share Basic loss per share is calculated by dividing net loss attributable to holders of ordinary Company shares by the weighted average number of ordinary shares in issue during the period, excluding treasury shares. When calculating the diluted loss per share, the Company adjusts the loss attributable to holders of ordinary shares and the weighted average number of shares in issue, to reflect the effect of all potentially dilutive ordinary shares, as follows: The Company adds to the weighted average number of shares in issue that was used to calculate the basic loss per share the weighted average of the number of shares to be issued assuming the all shares that have a potentially dilutive effect would be converted into shares, and adjusts net loss attributable to holders of ordinary Company shares to exclude any profits or losses recorded during the year with respect to potentially dilutive shares. The potential shares, as above, are only taken into account in cases where their effect is dilutive (reducing the earnings per share or increasing the loss per share). |
New international financial reporting standards, amendments and interpretations to existing standards | s. New international financial reporting standards, amendments and interpretations to existing standards: Standards, amendments and interpretations to new standards that are not yet effective and have not been early adopted by the Company: 1) IFRS 16, "Leases" (hereinafter - "IFRS 16") IFRS 16 will replace upon first-time implementation the existing guidance in IAS 17 "Leases" (hereinafter - "IAS 17"). The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases, and is expected to impact mainly the accounting treatment applied by the lessee in a lease transaction. IFRS 16 changes the existing guidance in IAS 17 and requires lessees to recognize a lease liability that reflects future lease payments and a "right-of-use asset" in all lease contracts (except for the following), with no distinction between financing and capital leases. IFRS 16 exempts lessees in short-term leases or the when underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. IFRS 16 also changes the definition of a "lease" and the manner of assessing whether a contract contains a lease. IFRS 16 will be effective retrospectively for annual periods beginning on or after January 1, 2019, taking into account the reliefs specified in the transitional provisions of IFRS 16. In respect of agreements in which the Company is the lessee, the Company elected to apply the standard for the first time by recognizing lease liabilities, for leases that were previously classified as operating leases, based on the present value of the remaining lease payments, discounted at the incremental interest rate of the lessee as at the date of first-time application. At the same time, the Company will recognize a right-of-use asset at an amount equal to the amount of the lease liabilities, adjusted to reflect any prepaid or accrued lease payments in respect of those leases. As a result, the application of the standard is not expected to have an effect on the retained earnings balance. As part of the first-time application of the standard, the Company has elected to apply the following practical expedients: In respect of leases in which the Company is the lessee, to apply a single discount rate to a portfolio of leases with reasonably similar characteristics. For leases in which the Company is the lessee, not to recognize a right-of-use asset and a lease liability in respect of leases whose lease period ends within 12 months of the date of initial application. For leases in which the Company is the lessee, to exclude initial direct costs from the measurement of the right-of-use asset upon initial application. For leases in which the Company is the lessee, to use hindsight in determining the lease term where the contract includes extension or termination options. Furthermore, it should be noted that the Company elected to apply the exemption regarding the recognition of short-term leases and leases in which the value of the underlying asset is low. Based on its assessment to date, upon application of IFRS 16 on January 1, 2019, right-of-use lease assets and lease liabilities totaling approximately $166 thousand will be recognized in the consolidated statement of financial position. The main expected effects of the application of the standard on the consolidated statement of income or loss for the year 2019 are a decrease of app. $ 104 thousand in lease expenses (which are classified proportionately into the Company's cost of sale and operating expenses), an increase of $87 thousand in depreciation costs and an increase of approximately $7 thousand in financing expenses. Overall, the expected effect of the standard's application on the consolidated statement of income or loss for the year 2019 is an increase of app. $10 thousand in loss. Furthermore, in the opinion of the Company's management, the principal expected effects of the standard's application on the consolidated statement of cash flow for the year 2019 will be an increase in cash flow from operating activities and a decrease in cash flow from financing activities totaling approximately $7 thousand. 2) IFRIC 23, "Uncertainty Over Income Tax Treatments" (hereinafter - "IFRIC 23") IFRIC 23 clarifies how to apply the recognition and measurement requirements of IAS 12 for uncertainties in income taxes. According to IFRIC 23, when determining the taxable profit (loss), tax bases, unused tax losses, unused tax credits and tax rates when there is uncertainty over income tax treatments, the entity should assess whether it is probable that the tax authority will accept its tax position. Insofar, as it is probable that the tax authority will accept the entity's tax position, the entity will recognize the tax effects on the financial statements according to that tax position. On the other hand, if it is not probable that the tax authority will accept the entity's tax position, the entity is required to reflect the uncertainty in its accounts by using one of the following methods: the most likely outcome or the expected value. IFRIC 23 clarifies that when the entity examines whether or not it is probable that the tax authority will accept the entity's position, it is assumed that the tax authority with the right to examine any amounts reported to it will examine those amounts and that it has full knowledge of all relevant information when doing so. Furthermore, according to IFRIC 23 an entity has to consider changes in circumstances and new information that may change its assessment. IFRIC 23 also emphasizes the need to provide disclosures of the judgments and assumptions made by the entity regarding uncertain tax positions. IFRIC 23 is effective for annual reporting periods beginning on or after January 1, 2019. The application of this standard is expected to have negligible impact on the Company's financial statements. |
Financial Instruments and Fin_2
Financial Instruments and Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Financial Instruments and Financial Risk Management [Abstract] | |
Schedule of analyzes non-derivative financial liabilities | Less than one year Between one to two years U.S. dollars in thousands December 31, 2018: IIA liability 49 82 Trade payables and other payables 1,054 - 1,103 82 December 31, 2017: IIA liability 92 - Trade payables and other payables 1,055 - 1,147 - |
Schedule of changes in level 3 instruments | Anti-dilution feature Derivative financial instruments Total U.S. dollar in thousands Balance as of January 1, 2018 692 61 753 Initial recognition 497 2,678 3,175 Finance expenses 598 1,641 2,239 Classification to equity of Series B warrants - (3,479 ) (3,479 ) Classification to level 1 (see Note 13(e)) - (901 ) (901 ) Exercise of anti-dilution feature (1,787 ) - (1,787 ) Balance as of December 31, 2018 - - - Total unrealized losses for the period included in profit or loss for liabilities held at December 31, 2018 598 1,641 2,239 Anti-dilution feature Derivative financial instruments Total U.S. dollar in thousands Balance as of January 1, 2017 94 - 94 Initial recognition 315 1,958 2,273 Finance expenses (income) 283 (1,897 ) (1,614 ) Balance as of December 31, 2017 692 61 753 Total unrealized losses (gains) for the period included in profit or loss for liabilities held at December 31, 2017 283 (1,897 ) (1,614 ) Anti-dilution feature Options to group of investors Bridge loan Financing of issuance expenses Total U.S. dollar in thousands Balance as of January 1, 2016 - - * * * Initial recognition 106 193 - - 299 Finance expenses (income) (12 ) - 800 ** 256 ** 1,044 Settlement/cancellation - (193 ) (800 ) (256 ) (1,249 ) Balance as of December 31, 2016 94 - - - 94 Total unrealized gains for the period included in profit or loss for liabilities held at December 31, 2016 (12 ) - - - (12 ) * Represents an amount of less than $ 1 thousands. ** Recognition of deferred initial loss at an amount equal to the cash amount paid by the Company at the time of completion the Merger Transaction. |
Schedule of financial instruments | Financial assets at amortized cost December 31, 2018 U.S. dollars Assets: Cash and cash equivalents 3,717 Trade receivable and other receivables (excluding prepaid expenses) 910 Restricted deposits 104 4,731 Loans and receivables December 31, 2017 U.S. dollars Assets: Cash and cash equivalents 3,514 Trade receivable and other receivables (excluding prepaid expenses) 740 Restricted deposits 93 4,347 Liabilities at fair value through profit or loss Financial liabilities at amortized cost Total December 31, 2018 U.S. dollars in thousands Liabilities: Trade payables and other payables - 1,054 1,054 IIA liability - 131 131 Derivative financial instruments 729 - 729 729 1,185 1,914 December 31, 2017 Liabilities: Trade payables and other payables - 1,055 1,055 IIA liability - 92 92 Derivative financial instruments 237 - 237 Liability in respect of anti-dilution feature 692 - 692 929 1,147 2,076 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about intangible assets [abstract] | |
Schedule of intangible assets | Cost Accumulated amortization Balance at Additions Retirements Balance Balance at Additions Retirements Balance Amortized balance beginning during during the at end beginning during during the at end December 31, 2018: of year the year year of year of year the year year of year 2018 U.S. dollar in thousands Technology 1,955 308 - 2,263 1,199 270 - 1,469 794 Contractual customer relations 38 - - 38 30 6 - 36 2 Goodwill 523 - - 523 - - - - 523 2,516 308 - 2,824 1,229 276 - 1,505 1,319 Cost Accumulated amortization Balance at Additions Retirements Balance Balance at Additions Retirements Balance Amortized balance beginning during during the at end beginning during during the at end December 31, 2017: of year the year year of year of year the year year of year 2017 U.S. dollar in thousands Technology 1,955 - - 1,955 954 245 - 1,199 756 Contractual customer relations 38 - - 38 24 6 - 30 8 Goodwill 523 - - 523 - - - - 523 2,516 - - 2,516 978 251 - 1,229 1,287 Cost Accumulated amortization Balance at Additions Retirements Balance Balance at Additions Retirements Balance Amortized balance beginning during during the at end beginning during during the at end December 31, 2016: of year the year year of year of year the year year of year 2016 U.S. dollar in thousands Technology 1,955 - - 1,955 709 245 - 954 1,001 Contractual customer relations 38 - - 38 18 6 - 24 14 Goodwill 523 - - 523 - - - - 523 2,516 - - 2,516 727 251 - 978 1,538 |
Interests in Other Entities (Ta
Interests in Other Entities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Schedule of interests in other entities | Name of company Principal place of business Nature of business activities Percentage held directly by the Company Rate of shares held by the Company % Safe-T Data A.R Ltd. Israel Development of data security software 100 100 Safe-T USA Inc. USA Business - 100 RSAccess Ltd.* Israel Development of data security software Ceased operation * RSAccess Ltd. (hereinafter - "RSAccess") completed its merger into Safe-T on September 2017. For further details see Note 20(b). |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Taxes On Income | |
Schedule of reconciliation of theoretical tax expense | Year ended December 31, 2018 2017 2016 % U.S. dollars in thousands % U.S. dollars in thousands % U.S. dollars in thousands Loss before taxes on income, as reported in the statement of operations 100 11,747 100 5,312 100 8,920 Theoretical tax saving on this profit or loss (23 ) (2,702 ) (24 ) (1,275 ) (25 ) (2,230 ) Increase in taxes resulting from permanent differences - non-deductible expenses 4.5 524 1.6 83 14.1 1,261 Increase in taxes resulting from tax losses in the reported year for which deferred taxes were not recognized 18.6 2,184 22.5 1,193 10.9 971 Tax expenses 0.05 6 0.02 1 0.02 2 |
Accounts Payable and Accruals (
Accounts Payable and Accruals (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts payable and accruals: | |
Schedule of accounts payable - other | December 31 2018 2017 U.S. dollars in thousands Employees and related institutions 628 558 Accrued expenses 323 319 951 877 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments | |
Schedule of minimal future lease fees payable under office lease agreements | For the year ended December 31: U.S. dollars in thousands 2019 231 2020 5 |
Schedule of minimal future lease fees payable under vehicles lease agreements | For the year ended December 31: U.S. dollars in thousands 2019 89 2020 47 2021 and thereafter 12 |
Share Based Payment (Tables)
Share Based Payment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share Based Payment | |
Schedule of company's grants under the Plan | Date of grant Options amount Exercise price Fair value at the date of grant Volatility Risk free interest Expected term NIS / $ in thousand $ In years January 18, 2016 443,460 1 2 0.3985 $ 1,002 59.22 % 3.08 % 10 August 28, 2016 779,296 5.137 NIS 607 59.22 % 1.62 % 10 August 28, 2016 50,000 5.137 NIS 26 59.22 % 0.96 % 3 September 15, 2016 171,408 3 4.887 NIS 102 59.22 % 1.99 % 10 March 29, 2017 747,896 4 6.371-6.588 NIS 655 47.40 % 2.31 % 10 July 24, 2017 641,744 6.976 NIS 784 68.07 % 2.05 % 10 August 8, 2017 100,000 7.50 NIS 85 68.03 % 1.95 % 0.5 August 29, 2017 500,000 5.655 NIS 473 68.17 % 1.81 % 10 November 27, 2017 305,008 4.30 NIS 163 65.80 % 1.98 % 10 June 20, 2018 670,048 1.49-2.97 NIS 130 75.50 % 2.24 % 10 June 20, 2018 230,000 1.43 NIS 72 75.30 % 2.24 % 10 * The early exercise multiple used in the valuations for grants during 2016, 2017 and 2018 is 2.5 for each offeree ** Volatility until March 29, 2017 grant is based on volatility data of share price of software companies for periods matching the expected term of the option until exercise. As of July 24, 2017 grant, Volatility is based on volatility data of the traded share price of the Company. 1 Originally 1,178,000 were granted by Safe-T, and then were replaced with 443,460 options of the Company 2 Outofwhich 143,322 options were granted to the CEO and 12,799 options to an employee, who is a relative of the Chairman of the Board of Directors 3 Outofwhich 131,840 options granted to the Company’s CEO, 28,240 options granted to a member of the Company’s Board of Directors and 11,328 options granted to an employee, who is a relative of the Chairman of the Board of Directors. 4 Outofwhich 100,000 options were granted to the Company’s CEO at an exercise price of 6.588 NIS and approved by the Company’s shareholders on August 8, 2017. |
Schedule of share options outstanding and weighted average exercise prices | 2018 2017 2016 Number Average Number Average Number Average of exercise of Exercise of Exercise options price options Price options Price $ $ $ Outstanding at beginning of year: 4,055,260 1.26 2,384,909 0.84 1,099,240 0.49 Granted 900,048 0.46 2,194,648 1.70 1,444,164 1.07 Exercised (179,257 ) 0.57 (159,648 ) 0.51 (4,235 ) 0.40 Forfeited (955,356 ) 1.23 (351,810 ) 1.52 (78,734 ) 0.51 Expired (348,148 ) 1.13 (12,839 ) 1.12 (75,526 ) 0.46 Outstanding at end of year 3,472,547 1.11 4,055,260 1.26 2,384,909 0.84 Exercisable at end of year 1,879,377 0.89 1,552,660 0.74 1,061,645 0.55 |
Schedule of information about exercise price and remaining contractual life of options outstanding | 2018 2017 2016 Weighted Weighted Weighted Number average Number average Number average outstanding remaining outstanding remaining outstanding remaining Exercise at contractual at contractual at contractual Prices end of year Life end of year Life end of year Life $ Years Years Years 0.40 295,392 5.39 336,802 6.32 382,475 7.23 0.40 322,783 6.25 341,606 7.25 351,606 8.26 0.40 261,634 7.05 372,310 8.05 407,698 9.05 0.41 370,016 9.48 - - - - 0.41 200,000 9.48 - - - - 0.61 18,823 6.01 162,694 7.01 248,458 8.01 0.82 100,000 9.48 - - - - 1.22 270,000 8.91 305,008 9.91 - - 1.24 431,408 7.66 - - - - 1.24 155,561 7.71 - - - - 1.24 322,896 8.24 - - - - 1.24 230,016 8.56 - - - - 1.24 100,000 8.32 - - - - 1.24 150,000 8.66 - - - - 1.28 - - 162,912 8.71 171,408 9.71 1.37 3,393 7.66 614,288 8.66 773,264 9.66 1.58 50,000 8.66 450,000 9.67 - - 1.73 50,000 0.66 50,000 1.66 50,000 2.66 1.76 28,125 8.25 547,896 9.25 - - 1.83 - - 100,000 9.32 - - 1.94 112,500 8.56 611,744 9.57 - - 3,472,547 4,055,260 2,384,909 |
Schedule of expenses recognized in the financial statements | Year ended December 31, 2018 2017 2016 U.S. dollars in thousands Share-based payment plans 381 1,318 1,818 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Shareholders Equity | |
Schedule of ordinary share capital | Number of shares Authorized Issued and paid December 31, December 31, 2018 2017 2018 2017 Ordinary shares of no par value 1,000,000,000 1,000,000,000 81,355,693 20,198,583 |
Schedule of movement in number of Series 1 and 2 warrants | 2018 2017 2016 Series 2 warrants Series 1 warrants Series 2 warrants Series 1 warrants Series 2 warrants Outstanding at beginning of year: 1,285,260 1,292,280 1,292,280 - - Issuance - - - 1,292,280 1,292,280 Exercised - (1,290,279 ) (7,020 ) - - Expired (1,285,260 ) (2,001 ) - - - Outstanding at end of year - - 1,285,260 1,292,280 1,292,280 |
Schedule of private offerings | Date of offering Number of shares Unit price (in NIS) Gross proceeds (U.S. dollars in Thousands) December 14, 2016 1,492,670 4.25 1,662 April 6, 2017 1,358,834 6 2,237 May 11, 2017 441,483 6 727 May 22, 2017 605,000 6 1,001 June 13, 2017 1,174,286 7 2,280 June 3, 2018 7,634,536 1.5-1.3 2,959 June 3, 2018 416,456 0.3 34 September 25, 2018 5,781,580 0.3 481 Date of offering Number of warrants Warrant exercise price (in NIS) Expiration date December 14, 2016 1,492,670 7.5 December 9, 2017 April 6, 2017 1,358,834 8.75 November 30, 2018 May 11, 2017 441,483 8.75 November 30, 2018 May 22, 2017 605,000 8.75 November 30, 2018 June 13, 2017 1,174,286 10 November 30, 2018 June 3, 2018 4,378,693 2.32 November 30, 2019 |
Schedule of fully-vested non-traded warrants | Date of award Number of non-traded warrants awarded Exercise price (in NIS) Expiration Date April 6, 2017 11,383 6 April 9, 2022 April 6, 2017 56,558 6 April 9, 2020 May 11, 2017 22,074 6 May 11, 2020 May 22, 2017 45,375 6 June 21, 2020 June 13, 2017 84,499 10 June 21, 2020 June 3, 2018 414,042 2.3 November 30, 2019 June 3, 2018 12,893 10 November 30, 2018 August 21, 2018 14,900 2.4 November 30, 2019 |
Revenues and Cost of Revenues (
Revenues and Cost of Revenues (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenues And Cost Of Revenues | |
Schedule of revenues | Year ended December 31 2018 2017 2016* U.S. dollars in thousands a. Revenues**: Revenues from licenses 794 486 453 Revenues from provision of maintenance and support services 606 519 341 Revenue from provision of other services 66 91 49 1,466 1,096 843 * The Company has initially applied IFRS 15 using the modified retrospective approach, the comparative information is not restated, See Note 2(q). ** See Note 21 with respect to the disclosure of disaggregated revenue, which is identical to entity wide disclosures. |
Schedule of revenue recognized in relation to contract liabilities | U.S. dollars in thousands 2019 2020 and thereafter Total Contracts with customers 495 249 744 |
Schedule of cost of revenues | Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll and related expenses 367 203 158 Share-based payment 55 51 58 Amortization of intangible assets 270 245 245 Cost relating to sales as an agent 18 47 10 Other 81 37 41 791 583 512 |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Research And Development Expenses | |
Schedule of research and development expenses | Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll and related expenses 1,632 919 627 Share-based payment 13 103 88 Subcontractors 421 377 249 Other 348 209 121 2,414 1,608 1,085 |
Selling and Marketing Expenses
Selling and Marketing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Selling And Marketing Expenses | |
Schedule of selling and marketing expenses | Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll and related expenses 2,801 1,567 695 Share-based payment 123 573 771 Professional fees 1,118 823 741 Marketing 699 490 353 Other 801 598 332 5,542 4,051 2,892 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
General And Administrative Expenses | |
Schedule of general and administrative expenses | Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll and related expenses 667 661 382 Share-based payment 190 576 902 Professional fees 885 749 731 Other 183 164 108 1,925 2,150 2,123 |
Finance Expenses, Net (Tables)
Finance Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Finance Expenses Net | |
Schedule of finance expenses, net | Year ended December 31 2018 2017 2016 U.S. dollars in thousands Finance expenses: Bank fees (20 ) (15 ) (12 ) Issuance expenses (517 ) (242 ) - Changes financial liabilities at fair value through profit or loss (2,839 ) (718 ) (1,842 ) Exchange differences (120 ) - - Total finance expenses (3,496 ) (975 ) (1,854 ) Financing income: Changes in financial liabilities at fair value through profit or loss 945 2,697 205 Interest received from institutions 10 9 2 Exchange differences - 253 75 Total financing income 955 2,959 282 Financing income (expenses), net (2,541 ) 1,984 (1,572 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Loss Per Share | |
Schedule of basic loss per share | Year ended December 31 2018 2017 2016 U.S. dollars in thousands Loss attributable to Company's owners 11,753 5,313 8,922 The weighted average of the number of ordinary shares in issue 35,302 18,433 11,527 Basic loss per share (dollar) 0.33 0.29 0.77 |
Schedule of diluted loss per share | Year ended December 31 2018 2017 2016 U.S. dollars in thousands Loss attributable to Company's owners, used in computation of basic loss per share 11,753 5,313 8,922 Adjustment in respect of the finance income relating to anti-dilution mechanism and compensation feature 710 - - 12,463 5,313 8,922 The weighted average of the number of ordinary shares in issue used in computation of basic loss per share (in thousands of shares) 35,302 18,433 11,527 Adjustment in respect of incremental shares assuming the conversion of anti-dilution mechanism and compensation feature 344 - - 35,646 18,433 11,527 Diluted loss per share (dollar) 0.35 0.29 0.77 |
Related Parties Transactions _2
Related Parties Transactions And Balances (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Parties Transactions And Balances | |
Schedule of transactions with related parties | Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll, bonuses, share based compensation and related expenses to interested parties employed by the Company 285 234 307 Management fees, consulting fees and bonuses to interested parties hired by the Company 185 344 166 Compensation to directors who are not employed by the Company 66 57 36 |
Schedule of compensation to key management personnel | Year ended December 31 2018 2017 2016 U.S. dollars in thousands Payroll and other short-term benefits 1,573 1,073 703 Bonuses and Commissions 146 178 - Advisory fees - 73 246 Management fees 185 222 166 Share-based payments 219 665 1,291 2,123 2,211 2,406 |
Entity Level Disclosures (Table
Entity Level Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Entity Level Disclosures | |
Schedule of revenues by geographical area | Israel USA Other Total U.S. dollars in thousands Company's revenues: For the year 2018 988 353 125 1,466 For the year 2017 823 227 46 1,096 For the year 2016* 590 243 10 843 * The Company has initially applied IFRS 15 using the modified retrospective approach, the comparative information is not restated, See Note 2(q). |
Schedule of major customers | Principal customers: Year ended December 31 2018 2017 2016* U.S. dollars in thousands Revenue with principal customers 308 436 499 Percentage of total sales Customer A 8 % 21 % 23 % Customer B 2 % 13 % - Customer C 11 % 2 % - Customer D 10 % - - Customer E 2 % 3 % 23 % Customer F 1 % 3 % 14 % * The Company has initially applied IFRS 15 using the modified retrospective approach, the comparative information is not restated, See Note 2(q). |
Significant Accounting Polici_3
Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Significant Accounting Policies (Textual) | |
Lease assets and lease liabilities | $ 166 |
Description of consolidated statement of income or loss | The main expected effects of the application of the standard on the consolidated statement of income or loss for the year 2019 are a decrease of app. $ 104 thousand in lease expenses (which are classified proportionately into the Company's cost of sale and operating expenses), an increase of $87 thousand in depreciation costs and an increase of approximately $7 thousand in financing expenses. Overall, the expected effect of the standard's application on the consolidated statement of income or loss for the year 2019 is an increase of app. $10 thousand in loss. Furthermore, in the opinion of the Company's management, the principal expected effects of the standard's application on the consolidated statement of cash flow for the year 2019 will be an increase in cash flow from operating activities and a decrease in cash flow from financing activities totaling approximately $7 thousand. |
Technology [Member] | Minimum [Member] | |
Significant Accounting Policies (Textual) | |
Straight-line method | 6 Years |
Technology [Member] | Maximum [Member] | |
Significant Accounting Policies (Textual) | |
Straight-line method | 8 Years |
Account Receivables - Trade, _2
Account Receivables - Trade, Net (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Account Receivables - Trade, Net (Textual) | |
Recorded debt write-off amount | $ 74 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cost | |||
Balance at beginning of year | $ 2,516 | $ 2,516 | $ 2,516 |
Additions during the year | 308 | ||
Retirements during the year | |||
Balance at end of year | 2,824 | 2,516 | 2,516 |
Accumulated amortization | |||
Balance at beginning of year | 1,229 | 978 | 727 |
Additions during the year | 276 | 251 | 251 |
Retirements during the year | |||
Balance at end of year | 1,505 | 1,229 | 978 |
Amortized balance | 1,319 | 1,287 | 1,538 |
Technology [Member] | |||
Cost | |||
Balance at beginning of year | 1,955 | 1,955 | 1,955 |
Additions during the year | 308 | ||
Retirements during the year | |||
Balance at end of year | 2,263 | 1,955 | 1,955 |
Accumulated amortization | |||
Balance at beginning of year | 1,199 | 954 | 709 |
Additions during the year | 270 | 245 | 245 |
Retirements during the year | |||
Balance at end of year | 1,469 | 1,199 | 954 |
Amortized balance | 794 | 756 | 1,001 |
Contractual customer relations [Member] | |||
Cost | |||
Balance at beginning of year | 38 | 38 | 38 |
Additions during the year | |||
Retirements during the year | |||
Balance at end of year | 38 | 38 | 38 |
Accumulated amortization | |||
Balance at beginning of year | 30 | 24 | 18 |
Additions during the year | 6 | 6 | 6 |
Retirements during the year | |||
Balance at end of year | 36 | 30 | 24 |
Amortized balance | 2 | 14 | 14 |
Goodwill [Member] | |||
Cost | |||
Balance at beginning of year | 523 | 523 | 523 |
Additions during the year | |||
Retirements during the year | |||
Balance at end of year | 523 | 523 | 523 |
Accumulated amortization | |||
Balance at beginning of year | |||
Additions during the year | |||
Retirements during the year | |||
Balance at end of year | |||
Amortized balance | $ 523 | $ 523 | $ 523 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) | 1 Months Ended |
Jul. 02, 2018 | |
Intangible Assets (Textual) | |
Description of intellectual property purchase | Safe-T completed the purchase of the intellectual property of CyKick Labs Ltd. (hereinafter "CyKick") and the assumption of a royalty liability to the IIA, in consideration of $236 thousand, allocated on a relative basis to the purchased technology ($308 thousand) and IIA liability ($72 thousand). |
Financial Instruments and Fin_3
Financial Instruments and Financial Risk Management (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Less than one year [Member] | ||
Statement Line Items [Line Items] | ||
IIA liability | $ 49 | |
Trade payables and other payables | 1,054 | |
Non-derivative financial liabilities | 1,103 | |
Between one to two years [Member] | ||
Statement Line Items [Line Items] | ||
IIA liability | 82 | 92 |
Trade payables and other payables | 1,055 | |
Non-derivative financial liabilities | $ 82 | $ 1,147 |
Financial Instruments and Fin_4
Financial Instruments and Financial Risk Management (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Statement Line Items [Line Items] | |||||
Classification to equity of Series B warrants | $ 2,286 | ||||
Exercise of anti-dilution feature | $ 2,302 | ||||
Level 3 Instruments [Member] | |||||
Statement Line Items [Line Items] | |||||
Balance | 753 | 94 | [1] | ||
Initial recognition | 753 | 2,273 | 299 | ||
Finance expenses (income) | 3,175 | (1,614) | 1,044 | ||
Classification to equity of Series B warrants | 2,239 | (1,249) | |||
Classification to level 1 (see Note 13(e)) | (3,479) | 94 | |||
Exercise of anti-dilution feature | (901) | (12) | |||
Settlement/cancellation | (1,787) | ||||
Balance | 753 | 94 | |||
Total unrealized losses for the period included in profit or loss for liabilities held | 2,239 | (1,614) | (12) | ||
Level 3 Instruments [Member] | Bridge Loan [Member] | |||||
Statement Line Items [Line Items] | |||||
Balance | [1] | ||||
Initial recognition | |||||
Finance expenses (income) | [2] | 800 | |||
Classification to equity of Series B warrants | (800) | ||||
Classification to level 1 (see Note 13(e)) | |||||
Exercise of anti-dilution feature | |||||
Balance | |||||
Total unrealized losses for the period included in profit or loss for liabilities held | |||||
Level 3 Instruments [Member] | Financing of Issuance Expenses [Member] | |||||
Statement Line Items [Line Items] | |||||
Balance | [1] | ||||
Initial recognition | |||||
Finance expenses (income) | [2] | 256 | |||
Classification to equity of Series B warrants | (256) | ||||
Classification to level 1 (see Note 13(e)) | |||||
Exercise of anti-dilution feature | |||||
Balance | |||||
Total unrealized losses for the period included in profit or loss for liabilities held | |||||
Level 3 Instruments [Member] | Derivative Financial Instruments [Member] | |||||
Statement Line Items [Line Items] | |||||
Balance | 61 | ||||
Initial recognition | 61 | 1,958 | |||
Finance expenses (income) | 2,678 | (1,897) | |||
Classification to equity of Series B warrants | 1,641 | ||||
Classification to level 1 (see Note 13(e)) | (3,479) | ||||
Exercise of anti-dilution feature | (901) | ||||
Settlement/cancellation | |||||
Balance | 61 | ||||
Total unrealized losses for the period included in profit or loss for liabilities held | 1,641 | (1,897) | |||
Level 3 Instruments [Member] | Options to Group Of Investors [Member] | |||||
Statement Line Items [Line Items] | |||||
Balance | |||||
Initial recognition | 193 | ||||
Finance expenses (income) | |||||
Classification to equity of Series B warrants | (193) | ||||
Classification to level 1 (see Note 13(e)) | |||||
Exercise of anti-dilution feature | |||||
Balance | |||||
Total unrealized losses for the period included in profit or loss for liabilities held | |||||
Anti-Dilution Feature [Member] | Level 3 Instruments [Member] | |||||
Statement Line Items [Line Items] | |||||
Balance | 692 | 94 | |||
Initial recognition | 692 | 315 | 106 | ||
Finance expenses (income) | 497 | 283 | (12) | ||
Classification to equity of Series B warrants | 598 | ||||
Classification to level 1 (see Note 13(e)) | 94 | ||||
Exercise of anti-dilution feature | (12) | ||||
Settlement/cancellation | (1,787) | ||||
Balance | 692 | 94 | |||
Total unrealized losses for the period included in profit or loss for liabilities held | $ 598 | $ 283 | $ (12) | ||
[1] | Represents an amount of less than $ 1 thousands. | ||||
[2] | Recognition of deferred initial loss at an amount equal to the cash amount paid by the Company at the time of completion the Merger Transaction. |
Financial Instruments and Fin_5
Financial Instruments and Financial Risk Management (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Assets: | ||||
Cash and cash equivalents | $ 3,717 | $ 3,514 | $ 1,311 | $ 62 |
Assets | 6,368 | 5,927 | ||
Liabilities: | ||||
Liabilities | 2,658 | 2,786 | ||
Financial Instruments [Member] | ||||
Liabilities: | ||||
Trade payables and other payables | 1,054 | 1,055 | ||
IIA liability | 131 | 92 | ||
Derivative financial instruments | 729 | 237 | ||
Liability in respect of anti-dilution feature | 692 | |||
Liabilities | 1,914 | 2,076 | ||
Financial Instruments [Member] | Liabilities at Fair Value Through Profit or Loss [Member] | ||||
Liabilities: | ||||
Trade payables and other payables | ||||
IIA liability | ||||
Derivative financial instruments | 729 | 237 | ||
Liability in respect of anti-dilution feature | 692 | |||
Liabilities | 729 | 929 | ||
Financial Instruments [Member] | Financial Liabilities at Amortized Cost [Member] | ||||
Liabilities: | ||||
Trade payables and other payables | 1,054 | 1,055 | ||
IIA liability | 131 | 92 | ||
Derivative financial instruments | ||||
Liability in respect of anti-dilution feature | ||||
Liabilities | 1,185 | 1,147 | ||
Financial assets at amortised cost, category [member] | Financial Instruments [Member] | ||||
Assets: | ||||
Cash and cash equivalents | 3,717 | |||
Trade receivable and other receivables (excluding prepaid expenses) | 910 | |||
Restricted deposits | 104 | |||
Assets | $ 4,731 | |||
Loans and receivables, category [member] | Financial Instruments [Member] | ||||
Assets: | ||||
Cash and cash equivalents | 3,514 | |||
Trade receivable and other receivables (excluding prepaid expenses) | 740 | |||
Restricted deposits | 93 | |||
Assets | $ 4,347 |
Financial Instruments and Fin_6
Financial Instruments and Financial Risk Management (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 19, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Financial Instruments and Financial Risk Management (Textual) | |||
Amounts of the liabilities | $ 2,658 | $ 2,786 | |
Series a Warrants [Member] | |||
Financial Instruments and Financial Risk Management (Textual) | |||
Description of valuation anti-dilution feature | Series A warrants - the Company used the Black-Scholes model, using the following principal assumptions: expected volatility of 77.17%, risk-free interest of 2.77%, expected term of 6 years. The liability amount is adjusted by each quarter end based on the then relevant assumptions, until full exercise or expiration, the earlier of them. For details, see Note 13(e). | ||
Series a Warrants [Member] | Major ordinary share transactions [member] | |||
Financial Instruments and Financial Risk Management (Textual) | |||
Description of valuation anti-dilution feature | The Company used the binomial share price model for a period of 120 days, using the following principal assumptions: expected volatility between 89.17% - 104.11%, risk-free interest between 2.18% - 2.12%, expected term between 0.22 - 0.33 years. | ||
Anti-Dilution Feature [Member] | |||
Financial Instruments and Financial Risk Management (Textual) | |||
Description of valuation anti-dilution feature | 2018 Anti-dilution feature - the Company used the binomial share price model for a period of 24 months, using the following principal assumptions: expected volatility between 69.88 - 70.78%, risk-free interest between 0.37% - 0.47%, expected term between 1.9 - 2 years and 100% probability of capital raise until June, 2020. The liability amount is adjusted by each quarter end based on the then relevant assumptions, until full exercise or expiration, the earlier of them. | 2017 Anti-dilution feature - the Company used the binomial share price model for a period of 12 months, using the following principal assumptions: expected volatility between 52.53% - 69.82%, risk-free interest between 0.01% - 0.11%, expected term between 0.11 - 0.45 years and a 75% probability of capital raise during February - April 2017 and between 10% - 100% probability of capital raise during April - June 2018. The liability amount is adjusted by each quarter end based on the then relevant assumptions, until full exercise or expiration, the earlier of them. | |
Level 1 of fair value hierarchy [member] | |||
Financial Instruments and Financial Risk Management (Textual) | |||
Amounts of the liabilities | $ 729 | $ 176 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Taxes On Income | |||
Loss before taxes on income, as reported in the statement of operations | $ (11,747) | $ (5,312) | $ (8,920) |
Loss before taxes on income, as reported in the statement of operations, percentage | 100.00% | 100.00% | 100.00% |
Theoretical tax saving on this profit or loss | $ (2,702) | $ (1,275) | $ (2,230) |
Theoretical tax saving on this profit or loss, percentage | (23.00%) | (24.00%) | (25.00%) |
Increase in taxes resulting from permanent differences - non-deductible expenses | $ 524 | $ 83 | $ 1,261 |
Increase in taxes resulting from permanent differences - non-deductible expenses, percentage | 4.50% | 1.60% | 14.10% |
Increase in taxes resulting from tax losses in the reported year for which deferred taxes were not recognized | $ 2,184 | $ 1,193 | $ 971 |
Increase in taxes resulting from tax losses in the reported year for which deferred taxes were not recognized, percentage | 18.60% | 22.50% | 109.00% |
Tax expenses | $ 6 | $ 1 | $ 2 |
Tax expenses, percentage | 0.05% | 0.02% | 0.02% |
Taxes on Income (Details Textua
Taxes on Income (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Taxes on Income (Textual) | |||
Corporate tax rate | 23.00% | 24.00% | 25.00% |
Federal tax rate | 21.00% | 35.00% | 15.00% |
Carryforward tax losses in Israel | $ 3,300 | $ 1,100 | |
Carryforward tax losses of Safe-T | $ 20,400 | $ 15,400 |
Accounts Payable and Accruals_2
Accounts Payable and Accruals (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts payable and accruals: | ||
Employees and related institutions | $ 628 | $ 558 |
Accrued expenses | 323 | 319 |
Accounts payable - other | $ 951 | $ 877 |
Commitments (Details)
Commitments (Details) - Office lease agreements [Member] $ in Thousands | Dec. 31, 2018USD ($) |
Statement Line Items [Line Items] | |
2019 | $ 231 |
2020 | $ 5 |
Commitments (Details 1)
Commitments (Details 1) - Vehicles lease agreements [Member] $ in Thousands | Dec. 31, 2018USD ($) |
Statement Line Items [Line Items] | |
2019 | $ 89 |
2020 | 47 |
2021 and thereafter | $ 12 |
Commitments (Details Textual)
Commitments (Details Textual) - USD ($) $ in Thousands | Nov. 12, 2018 | Jul. 02, 2018 | Sep. 19, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2013 | Sep. 13, 2017 |
Commitments (Textual) | ||||||||
Lease, description | Safe-T signed an amendment to lease additional space for approximately $1.5 thousand. The leases will expire on December 31, 2019. | Safe-T Inc. signed an extension to its office lease agreement, according to which Safe-T Inc. will lease its offices for a monthly fee of approximately $1.3 thousand. The lease will expire on April 30, 2020. | Safe-T entered into an office lease agreement for the premises it uses, included an option to extend the lease with a lease fee increase of 6%. | |||||
Monthly lease fee | $ 17 | |||||||
Royalties payable, description | Royalties are payable at the rate of 3% to 3.5% of the proceeds from such sales. | Royalties are payable at the rate of 3% to 3.5% of the proceeds from such sales. | ||||||
Total grants received | $ 146 | |||||||
Royalties paid | $ 43 | $ 26 | ||||||
Presents liabilities to IIA | $ 49 | $ 92 |
Retirement Benefits Obligation
Retirement Benefits Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits Obligation (Textual) | |||
Expense in respect of defined contribution plans | $ 234 | $ 157 | $ 95 |
Share Based Payment (Details)
Share Based Payment (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)$ / sharesshares | ||
January 18, 2016 [Member] | ||
Statement Line Items [Line Items] | ||
Options amount | shares | 443,460 | [1],[2] |
Exercise price | $ 0.3985 | |
Fair value at the date of grant | $ | $ 1,002 | |
Volatility | 59.22% | |
Risk free interest | 3.08% | |
Expected term | 10 years | |
August 28, 2016 [Member] | ||
Statement Line Items [Line Items] | ||
Options amount | shares | 779,296 | |
Exercise price | $ 5.137 | |
Fair value at the date of grant | $ | $ 607 | |
Volatility | 59.22% | |
Risk free interest | 1.62% | |
Expected term | 10 years | |
August 28, 2016 [Member] | ||
Statement Line Items [Line Items] | ||
Options amount | shares | 50,000 | |
Exercise price | $ 5.137 | |
Fair value at the date of grant | $ | $ 26 | |
Volatility | 59.22% | |
Risk free interest | 0.96% | |
Expected term | 3 years | |
September 15, 2016 [Member] | ||
Statement Line Items [Line Items] | ||
Options amount | shares | 171,408 | [3] |
Exercise price | $ 4.887 | |
Fair value at the date of grant | $ | $ 102 | |
Volatility | 59.22% | |
Risk free interest | 1.99% | |
Expected term | 10 years | |
March 29, 2017 [Member] | ||
Statement Line Items [Line Items] | ||
Options amount | shares | 747,896 | [4] |
Fair value at the date of grant | $ | $ 655 | |
Volatility | 47.40% | |
Risk free interest | 2.31% | |
Expected term | 10 years | |
March 29, 2017 [Member] | Bottom of range [member] | ||
Statement Line Items [Line Items] | ||
Exercise price | $ 6.371 | |
March 29, 2017 [Member] | Top of range [Member] | ||
Statement Line Items [Line Items] | ||
Exercise price | $ 6.588 | |
July 24, 2017 [Member] | ||
Statement Line Items [Line Items] | ||
Options amount | shares | 641,744 | |
Exercise price | $ 6.976 | |
Fair value at the date of grant | $ | $ 784 | |
Volatility | 68.07% | |
Risk free interest | 2.05% | |
Expected term | 10 years | |
August 8, 2017 [Member] | ||
Statement Line Items [Line Items] | ||
Options amount | shares | 100,000 | |
Exercise price | $ 7.50 | |
Fair value at the date of grant | $ | $ 85 | |
Volatility | 68.03% | |
Risk free interest | 1.95% | |
Expected term | 6 months | |
August 29, 2017 [Member] | ||
Statement Line Items [Line Items] | ||
Options amount | shares | 500,000 | |
Exercise price | $ 5.655 | |
Fair value at the date of grant | $ | $ 473 | |
Volatility | 68.17% | |
Risk free interest | 1.81% | |
Expected term | 10 years | |
November 27, 2017 [Member] | ||
Statement Line Items [Line Items] | ||
Options amount | shares | 305,008 | |
Exercise price | $ 4.30 | |
Fair value at the date of grant | $ | $ 163 | |
Volatility | 65.80% | |
Risk free interest | 1.98% | |
Expected term | 10 years | |
June 20, 2018 [Member] | ||
Statement Line Items [Line Items] | ||
Options amount | shares | 670,048 | |
Fair value at the date of grant | $ | $ 130 | |
Volatility | 75.50% | |
Risk free interest | 2.24% | |
Expected term | 10 years | |
June 20, 2018 [Member] | Bottom of range [member] | ||
Statement Line Items [Line Items] | ||
Exercise price | $ 1.49 | |
June 20, 2018 [Member] | Top of range [Member] | ||
Statement Line Items [Line Items] | ||
Exercise price | $ 2.97 | |
June 20, 2018 [Member] | ||
Statement Line Items [Line Items] | ||
Options amount | shares | 230,000 | |
Exercise price | $ 1.43 | |
Fair value at the date of grant | $ | $ 72 | |
Volatility | 75.30% | |
Risk free interest | 2.24% | |
Expected term | 10 years | |
[1] | Originally 1,178,000 were granted by Safe-T, and then were replaced with 443,460 options of the Company | |
[2] | Outofwhich 143,322 options were granted to the CEO and 12,799 options to an employee, who is a relative of the Chairman of the Board of Directors | |
[3] | Outofwhich 131,840 options granted to the Company's CEO, 28,240 options granted to a member of the Company's Board of Directors and 11,328 options granted to an employee, who is a relative of the Chairman of the Board of Directors. | |
[4] | Outofwhich 100,000 options were granted to the Company's CEO at an exercise price of 6.588 NIS and approved by the Company's shareholders on August 8, 2017. |
Share Based Payment (Details 1)
Share Based Payment (Details 1) - Share options [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Line Items [Line Items] | |||
Number of options, Outstanding at beginning of year | 4,055,260 | 2,384,909 | 1,099,240 |
Number of options, Granted | 900,048 | 2,194,648 | 1,444,164 |
Number of options, Exercised | (179,257) | (159,648) | (4,235) |
Number of options, Forfeited | (955,356) | (351,810) | (78,734) |
Number of options, Expired | (348,148) | (12,839) | (75,526) |
Number of options, Outstanding at end of year | 3,472,547 | 4,055,260 | 2,384,909 |
Number of options, Exercisable at end of year | 1,879,377 | 1,552,660 | 1,061,645 |
Average exercise price, Outstanding at beginning of year | $ 1.26 | $ 0.84 | $ 0.49 |
Average exercise price, Granted | 0.46 | 1.7 | 1.07 |
Average exercise price, Exercised | 0.57 | 0.51 | 0.4 |
Average exercise price, Forfeited | 1.23 | 1.52 | 0.51 |
Average exercise price, Expired | 1.13 | 1.12 | 0.46 |
Average exercise price, Outstanding at end of year | 1.11 | 1.26 | 0.84 |
Average exercise price per, Exercisable at end of year | $ 0.89 | $ 0.74 | $ 0.55 |
Share Based Payment (Details 2)
Share Based Payment (Details 2) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 3,472,547 | 4,055,260 | 2,384,909 |
0.40 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 295,392 | 336,802 | 382,475 |
Weighted average remaining contractual Life | 5 years 4 months 20 days | 6 years 3 months 26 days | 7 years 2 months 23 days |
0.40 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 322,783 | 341,606 | 351,606 |
Weighted average remaining contractual Life | 6 years 2 months 30 days | 7 years 2 months 30 days | 8 years 3 months 4 days |
0.40 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 261,634 | 372,310 | 407,698 |
Weighted average remaining contractual Life | 7 years 18 days | 8 years 18 days | 9 years 18 days |
0.41 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 370,016 | ||
Weighted average remaining contractual Life | 9 years 5 months 23 days | ||
0.41 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 200,000 | ||
Weighted average remaining contractual Life | 9 years 5 months 23 days | ||
0.61 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 18,823 | 162,694 | 248,458 |
Weighted average remaining contractual Life | 6 years 4 days | 7 years 4 days | 8 years 4 days |
0.82 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 100,000 | ||
Weighted average remaining contractual Life | 9 years 5 months 23 days | ||
1.22 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 270,000 | 305,008 | |
Weighted average remaining contractual Life | 8 years 10 months 28 days | 9 years 10 months 28 days | |
1.24 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 431,408 | ||
Weighted average remaining contractual Life | 7 years 7 months 28 days | ||
1.24 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 155,561 | ||
Weighted average remaining contractual Life | 7 years 8 months 16 days | ||
1.24 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 322,896 | ||
Weighted average remaining contractual Life | 8 years 2 months 27 days | ||
1.24 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 230,016 | ||
Weighted average remaining contractual Life | 8 years 6 months 21 days | ||
1.24 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 100,000 | ||
Weighted average remaining contractual Life | 8 years 3 months 26 days | ||
1.24 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 150,000 | ||
Weighted average remaining contractual Life | 8 years 7 months 28 days | ||
1.28 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 162,912 | 171,408 | |
Weighted average remaining contractual Life | 8 years 8 months 16 days | 9 years 8 months 16 days | |
1.37 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 3,393 | 614,288 | 773,264 |
Weighted average remaining contractual Life | 7 years 7 months 28 days | 8 years 7 months 28 days | 9 years 7 months 28 days |
1.58 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 50,000 | 450,000 | |
Weighted average remaining contractual Life | 8 years 7 months 28 days | 9 years 8 months 2 days | |
1.73 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 50,000 | 50,000 | 50,000 |
Weighted average remaining contractual Life | 7 months 28 days | 1 year 7 months 28 days | 2 years 7 months 28 days |
1.76 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 28,125 | 547,896 | |
Weighted average remaining contractual Life | 8 years 2 months 30 days | 9 years 2 months 30 days | |
1.83 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 100,000 | ||
Weighted average remaining contractual Life | 9 years 3 months 26 days | ||
1.94 [Member] | |||
Statement Line Items [Line Items] | |||
Number outstanding at end of year | 112,500 | 611,744 | |
Weighted average remaining contractual Life | 8 years 6 months 21 days | 9 years 6 months 25 days |
Share Based Payment (Details 3)
Share Based Payment (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Payment | |||
Share-based payment plans | $ 381 | $ 1,318 | $ 1,818 |
Share Based Payment (Details Te
Share Based Payment (Details Textual) | Jun. 20, 2018 |
Share Based Payment (Textual) | |
Exercise price, description | The Company's Board of Directors approved the reduction of the exercise price of 1,733,504 options that were granted as of August 28, 2016, until August 29, 2017, to employees and consultants at exercise prices which ranged between NIS 4.887 to NIS 6.976. The new exercise price was set at NIS 4.50. The reduction was approved also by the tax authorities subject to renewed tax lock-up period of 24 months. The move was subject to the grantees approval - such approval was received only with respect to 1,381,152 options, while the rest of the options maintained their original terms. |
Fair value of the options, description | The fair value of the options just prior to the date of the change, which was computed according to the binomial model, amounted to $228 thousand, and $249 thousand immediately after the date of the change, such that the incremental value resulted is $21 thousand. This value is based on the following assumptions: expected volatility of 75.48%, risk free interest ranges between 2.00% and 2.13%, expected term until exercise of 8.19-9.20 years and an early exercise multiple of 2.5 for each offeree. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Ordinary shares [member] - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Line Items [Line Items] | ||
Number of shares authorized | 1,000,000,000 | 1,000,000,000 |
Number of issued and paid | 81,355,693 | 20,198,583 |
Shareholders' Equity (Details 1
Shareholders' Equity (Details 1) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Series 2 Warrants [Member] | |||
Statement Line Items [Line Items] | |||
Outstanding at beginning of year: | 1,285,260 | 1,292,280 | |
Issuance | 1,292,280 | ||
Exercised | (7,020) | ||
Expired | (1,285,260) | ||
Outstanding at end of year | 1,285,260 | 1,292,280 | |
Series 1 Warrants [Member] | |||
Statement Line Items [Line Items] | |||
Outstanding at beginning of year: | 1,292,280 | ||
Issuance | 1,292,280 | ||
Exercised | (1,290,279) | ||
Expired | (2,001) | ||
Outstanding at end of year | 1,292,280 |
Shareholders' Equity (Details 2
Shareholders' Equity (Details 2) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
December 14, 2016 [Member] | |
Statement Line Items [Line Items] | |
Number of shares | shares | 1,492,670 |
Unit price (in NIS) | $ 4.25 |
Gross proceeds | $ | $ 1,662 |
April 6, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of shares | shares | 1,358,834 |
Unit price (in NIS) | $ 6 |
Gross proceeds | $ | $ 2,237 |
May 11, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of shares | shares | 441,483 |
Unit price (in NIS) | $ 6 |
Gross proceeds | $ | $ 727 |
May 22, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of shares | shares | 605,000 |
Unit price (in NIS) | $ 6 |
Gross proceeds | $ | $ 1,001 |
June 13, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of shares | shares | 1,174,286 |
Unit price (in NIS) | $ 7 |
Gross proceeds | $ | $ 2,280 |
June 3, 2018 [Member] | |
Statement Line Items [Line Items] | |
Number of shares | shares | 7,634,536 |
Gross proceeds | $ | $ 2,959 |
June 3, 2018 [Member] | |
Statement Line Items [Line Items] | |
Number of shares | shares | 416,456 |
Unit price (in NIS) | $ 0.3 |
Gross proceeds | $ | $ 34 |
June 3, 2018 [Member] | Bottom of range [member] | |
Statement Line Items [Line Items] | |
Unit price (in NIS) | $ 1.3 |
June 3, 2018 [Member] | Top of range [member] | |
Statement Line Items [Line Items] | |
Unit price (in NIS) | $ 1.5 |
September 25, 2018 [Member] | |
Statement Line Items [Line Items] | |
Number of shares | shares | 5,781,580 |
Unit price (in NIS) | $ 0.3 |
Gross proceeds | $ | $ 481 |
December 14, 2016 [Member] | |
Statement Line Items [Line Items] | |
Number of warrants | shares | 1,492,670 |
Warrant exercise price | $ 7.5 |
Expiration date | Dec. 9, 2017 |
April 6, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of warrants | shares | 1,358,834 |
Warrant exercise price | $ 8.75 |
Expiration date | Nov. 30, 2018 |
May 11, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of warrants | shares | 441,483 |
Warrant exercise price | $ 8.75 |
Expiration date | Nov. 30, 2018 |
May 22, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of warrants | shares | 605,000 |
Warrant exercise price | $ 8.75 |
Expiration date | Nov. 30, 2018 |
June 13, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of warrants | shares | 1,174,286 |
Warrant exercise price | $ 10 |
Expiration date | Nov. 30, 2018 |
June 3, 2018 [Member] | |
Statement Line Items [Line Items] | |
Number of warrants | shares | 4,378,693 |
Warrant exercise price | $ 2.32 |
Expiration date | Nov. 30, 2019 |
April 6, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of non-traded warrants awarded | shares | 11,383 |
Exercise price | $ 6 |
Expiration date | Apr. 9, 2022 |
April 6, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of non-traded warrants awarded | shares | 56,558 |
Exercise price | $ 6 |
Expiration date | Apr. 9, 2020 |
May 11, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of non-traded warrants awarded | shares | 22,074 |
Exercise price | $ 6 |
Expiration date | May 11, 2020 |
May 22, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of non-traded warrants awarded | shares | 45,375 |
Exercise price | $ 6 |
Expiration date | Jun. 21, 2020 |
June 13, 2017 [Member] | |
Statement Line Items [Line Items] | |
Number of non-traded warrants awarded | shares | 84,499 |
Exercise price | $ 10 |
Expiration date | Jun. 21, 2020 |
June 3, 2018 [Member] | |
Statement Line Items [Line Items] | |
Number of non-traded warrants awarded | shares | 414,042 |
Exercise price | $ 2.3 |
Expiration date | Nov. 30, 2019 |
June 3, 2018 [Member] | |
Statement Line Items [Line Items] | |
Number of non-traded warrants awarded | shares | 12,893 |
Exercise price | $ 10 |
Expiration date | Nov. 30, 2018 |
August 21, 2018 [Member] | |
Statement Line Items [Line Items] | |
Number of non-traded warrants awarded | shares | 14,900 |
Exercise price | $ 2.4 |
Expiration date | Nov. 30, 2019 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jun. 03, 2018 | Jun. 08, 2016 | Aug. 21, 2018 | Jan. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Line Items [Line Items] | |||||||
Ordinary shares, description | The Company's ADSs are traded on the Nasdaq under the symbol "SFET". Each ADS represents 40 ordinary shares. The last reported market price for the Company's securities on December 31, 2018 was $2.97 per ADS on the Nasdaq and $0.087 per share on the TASE | ||||||
Warrant description | The terms of the warrants, which were issued are as follows: each Series 1 warrant is exercisable into one share in consideration for 6.25 NIS until February 9, 2017. Each Series 2 warrant is exercisable into one share in consideration for 7.50 NIS until December 9, 2017. | ||||||
Deductible issuance expenses | $ 11,400 | $ 11,400 | $ 11,400 | ||||
Private offerings description | The Company has undertaken that in case that it will decide to issue additional shares over the course of up to 12 or 24 months from the respective dates of the issuances, at a price per share that is lower than the price per share that was set as part of the private issuances, it will compensate the relevant investors by issuing additional shares in accordance with the difference between the price per share of the relevant private issuance and the price per share in that future issuance, up to a minimal price that ranges between 0.88-6 NIS per share | ||||||
Issuance expenses | $ 1,545 | $ 663 | |||||
Public offering, description | The Company completed an underwritten public offering on the Nasdaq of 510,438 units comprising of 510,438 American Depositary Shares ("ADSs") at a price of $14.35 per ADS, 510,438 Series A warrants to purchase up to 765,657 ADSs with an exercise price of $14.35 per ADS, and 510,438 Series B warrants to purchase up to a maximum of 1,193,407 ADSs. Each ADS represents 40 of the Company's Ordinary Shares. The Company received aggregate gross proceeds of approximately $7.335 million from the offering, | ||||||
Series B warrants [Member] | |||||||
Statement Line Items [Line Items] | |||||||
Issuance expenses | $ 1,300 | ||||||
Purchase of warrant/option, description | In connection with the offering the Company granted the underwriter a 45-day option to purchase up to 76,565 additional ADSs and Series A warrants to purchase up to an additional 114,848 ADSs and Series B warrants to purchase up to an additional 178,653 ADS. | ||||||
Series 1 warrants [Member] | |||||||
Statement Line Items [Line Items] | |||||||
Purchase of warrants | 1,292,280 | ||||||
Warrant consideration | $ 4,173 | ||||||
Warrant description | As part of the issuance, offers were received to purchase 32,307 units of 3,230,700 shares | The Company's general meeting decided to defer the exercise date of the Series 1 warrants from February 9, 2017 to April 30, 2017 and to reduce the exercise price of the warrants from 6.25 NIS to 5.50 NIS. As of April 30, 2017, 8,750 warrants were exercised before the reduction of the exercise price, for a total consideration of approximately 55 thousand NIS (approximately $14 thousand), and 1,281,529 warrants were exercised after the reduction of the exercise price, for a total consideration of approximately 7,048 thousand NIS (approximately $1,930 thousand) (99.85% of all series 1 warrants were exercised in consideration for approximately 7,103 thousand NIS (approximately $ 1,943 thousand). The remaining warrants expired on April 30, 2017. | |||||
Series 2 warrants [Member] | |||||||
Statement Line Items [Line Items] | |||||||
Purchase of warrants | 1,292,280 | ||||||
Warrant consideration | $ 4,173 | ||||||
Warrant description | As part of the issuance, offers were received to purchase 32,307 units of 3,230,700 shares | 7,020 warrants were exercised in May 2017 for a total consideration of approximately 53 thousand NIS (approximately $15 thousand). On November 2017, the Company's general meeting and board of directors decided to defer the exercise date of the Series 2 warrants from December 9, 2017 to February 9, 2018 and to reduce the exercise price of the warrants from 7.50 NIS to 6.50 NIS. On February 9, 2018 the Series 2 Warrants expired with no further exercises. | |||||
Private offering [Member] | |||||||
Statement Line Items [Line Items] | |||||||
Shares issued | 416,456 | ||||||
Exercise price | $ 0.30 | ||||||
Additional warrants | 12,893 | ||||||
Antidilution rights | $ 34 | ||||||
Public offering [Member] | |||||||
Statement Line Items [Line Items] | |||||||
Shares issued | 5,781,580 | ||||||
Exercise price | $ 0.30 | ||||||
Additional warrants | 14,900 | ||||||
Antidilution rights | $ 481 | ||||||
Series A warrants [Member] | |||||||
Statement Line Items [Line Items] | |||||||
Warrant description | The Series A warrants has a term of six years, are exercisable immediately and have an exercise price of $14.35 per ADS. The Series B warrants will become exercisable, if at all, commencing 120 days after issuance, at the discretion of the holder thereof until exercised in full, if at the 120th day after issuance, 80% of the lowest volume weighted average price of the ADSs during the five trading days immediately prior to such date, or the Reset Price, is lower than $14.35. In such event, each Series B warrant holder will be entitled to additional ADSs at an exercise price of $0.001 per ADS with the number of ADSs exercisable equal to the aggregate investment by such holder in connection with the closing of this offering divided by the Reset Price, less any ADSs issued to such holder at the closing of this offering. In no event shall the Reset Price be less than $4.305, subject to customary adjustments for reverse and forward stock splits, stock dividends |
Revenues and Cost of Revenues_2
Revenues and Cost of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Revenues: | |||||
Revenues from licenses | [1] | $ 794 | $ 486 | $ 453 | [2] |
Revenues from provision of maintenance and support services | [1] | 606 | 519 | 341 | [2] |
Revenue from provision of other services | [1] | 66 | 91 | 49 | [2] |
Total revenues | $ 1,466 | $ 1,096 | $ 843 | ||
[1] | See Note 21 with respect to the disclosure of disaggregated revenue, which is identical to entity wide disclosures. | ||||
[2] | The Company has initially applied IFRS 15 using the modified retrospective approach, the comparative information is not restated, See Note 2(q). |
Revenues and Cost of Revenues_3
Revenues and Cost of Revenues (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenues And Cost Of Revenues | |
2019 | $ 495 |
2020 and thereafter | 249 |
Total | $ 744 |
Revenues and Cost of Revenues_4
Revenues and Cost of Revenues (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues And Cost Of Revenues | |||
Payroll and related expenses | $ 367 | $ 203 | $ 158 |
Share-based payment | 55 | 51 | 58 |
Amortization of intangible assets | 270 | 245 | 245 |
Cost relating to sales as an agent | 18 | 47 | 10 |
Other | 81 | 37 | 41 |
Cost of revenues | $ 791 | $ 583 | $ 512 |
Revenues and Cost of Revenues_5
Revenues and Cost of Revenues (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenues and Cost of Revenues (Textual) | |
Revenue related to beginning of the period contract liability balances | $ 286 |
Research and Development Expe_3
Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Research And Development Expenses | |||
Payroll and related expenses | $ 1,632 | $ 919 | $ 627 |
Share-based payment | 13 | 103 | 88 |
Subcontractors | 421 | 377 | 249 |
Other | 348 | 209 | 121 |
Total | $ 2,414 | $ 1,608 | $ 1,085 |
Selling and Marketing Expense_2
Selling and Marketing Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selling And Marketing Expenses | |||
Payroll and related expenses | $ 2,801 | $ 1,567 | $ 695 |
Share-based payment | 123 | 573 | 771 |
Professional fees | 1,118 | 823 | 741 |
Marketing | 699 | 490 | 353 |
Other | 801 | 598 | 332 |
Total | $ 5,542 | $ 4,051 | $ 2,892 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Line Items [Line Items] | |||
General and administrative expenses | $ 1,925 | $ 2,150 | $ 2,123 |
Payroll and related expenses [Member] | |||
Statement Line Items [Line Items] | |||
General and administrative expenses | 667 | 661 | 382 |
Share based payment [Member] | |||
Statement Line Items [Line Items] | |||
General and administrative expenses | 190 | 576 | 902 |
Professional Fees [Member] | |||
Statement Line Items [Line Items] | |||
General and administrative expenses | 885 | 749 | 731 |
Other [Member] | |||
Statement Line Items [Line Items] | |||
General and administrative expenses | $ 183 | $ 164 | $ 108 |
Finance Expenses, Net (Details)
Finance Expenses, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Financing expenses: | |||
Bank fees | $ (20) | $ (15) | $ (12) |
Issuance expenses | 11,400 | 11,400 | 11,400 |
Changes financial liabilities at fair value through profit or loss | (2,839) | (718) | (1,842) |
Exchange differences | (120) | ||
Total finance expenses | 3,496 | 975 | 1,854 |
Financing income: | |||
Changes in financial liabilities at fair value through profit or loss | 945 | 2,697 | 205 |
Interest received from institutions | 10 | 9 | 2 |
Exchange differences | 253 | 75 | |
Total financing income | 955 | 2,959 | 282 |
Financing income (expenses), net | $ (2,541) | $ 1,984 | $ (1,572) |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss Per Share | |||
Loss attributable to Company's owners | $ 11,753 | $ 5,313 | $ 8,922 |
The weighted average of the number of ordinary shares in issue | 35,302 | 18,433 | 11,527 |
Basic loss per share (dollar) | $ (0.33) | $ (0.29) | $ (0.77) |
Loss Per Share (Details 1)
Loss Per Share (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss Per Share | |||
Loss attributable to Company's owners, used in computation of basic loss per share | $ 11,753 | $ 5,313 | $ 8,922 |
Adjustment in respect of the finance income relating to anti-dilution mechanism and compensation feature | 710 | ||
Total loss per share | $ 12,463 | $ 5,313 | $ 8,922 |
The weighted average of the number of ordinary shares in issue used in computation of basic loss per share (in thousands of shares) | 35,302 | 18,433 | 11,527 |
Adjustment in respect of incremental shares assuming the conversion of anti-dilution mechanism and compensation feature | 344 | ||
Total weighted average of the number of ordinary shares | 35,646 | 18,433 | 11,527 |
Diluted loss per share (dollar) | $ (0.35) | $ (0.29) | $ (0.77) |
Related Parties Transactions _3
Related Parties Transactions And Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Parties Transactions And Balances | |||
Payroll, bonuses, share based compensation and related expenses to interested parties employed by the Company | $ 285 | $ 234 | $ 307 |
Management fees, consulting fees and bonuses to interested parties hired by the Company | 185 | 222 | 166 |
Compensation to directors who are not employed by the Company | $ 66 | $ 57 | $ 36 |
Related Parties Transactions _4
Related Parties Transactions And Balances (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Parties Transactions And Balances | |||
Payroll and other short-term benefits | $ 1,573 | $ 1,073 | $ 703 |
Bonuses and Commissions | 146 | 178 | |
Advisory fees | 73 | 246 | |
Management fees | 185 | 222 | 166 |
Share-based payments | 219 | 665 | 1,291 |
Total benefits | $ 2,123 | $ 2,211 | $ 2,406 |
Related Parties Transactions _5
Related Parties Transactions And Balances (Details Textual) - USD ($) $ in Thousands | Feb. 04, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Parties Transactions And Balances | ||||
Monthly payment | $ 15 | |||
Management services amounted | 185 | $ 222 | $ 166 | |
Payable balance amounted | 15 | 15 | ||
Commitments amounted | 121 | $ 114 | ||
Other transactions with related parties, description | Then Company's controlling shareholder and Chairman of the Board of Directors transferred to RSAccess an amount of approximately $62 thousand (242 thousand NIS), which was to be used to partly repay its debt to the Safe-T. | |||
Amount paid | $ 10 | 10 | ||
Balance payable | $ 12 |
Entity Level Disclosures (Detai
Entity Level Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Statement Line Items [Line Items] | ||||
Revenues | $ 1,466 | $ 1,096 | $ 843 | |
Israel [Member] | ||||
Statement Line Items [Line Items] | ||||
Revenues | 988 | 823 | 590 | [1] |
USA [Member] | ||||
Statement Line Items [Line Items] | ||||
Revenues | 353 | 227 | 243 | [1] |
Other [Member] | ||||
Statement Line Items [Line Items] | ||||
Revenues | $ 125 | $ 46 | $ 10 | [1] |
[1] | The Company has initially applied IFRS 15 using the modified retrospective approach, the comparative information is not restated, See Note 2(q). |
Entity Level Disclosures (Det_2
Entity Level Disclosures (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | [1] | |
Statement Line Items [Line Items] | ||||
Revenue with principal customers | $ 308 | $ 436 | $ 499 | |
Customer A [Member] | ||||
Statement Line Items [Line Items] | ||||
Percentage of total sales | 8.00% | 21.00% | 23.00% | |
Customer B [Member] | ||||
Statement Line Items [Line Items] | ||||
Percentage of total sales | 2.00% | 13.00% | ||
Customer C [Member] | ||||
Statement Line Items [Line Items] | ||||
Percentage of total sales | 11.00% | 2.00% | ||
Customer D [Member] | ||||
Statement Line Items [Line Items] | ||||
Percentage of total sales | 10.00% | |||
Customer E [Member] | ||||
Statement Line Items [Line Items] | ||||
Percentage of total sales | 2.00% | 3.00% | 23.00% | |
Customer F [Member] | ||||
Statement Line Items [Line Items] | ||||
Percentage of total sales | 1.00% | 3.00% | 14.00% | |
[1] | The Company has initially applied IFRS 15 using the modified retrospective approach, the comparative information is not restated, See Note 2(q). |
Subsequent Events (Details)
Subsequent Events (Details) - Major business combination [member] - shares | 1 Months Ended | ||
Feb. 20, 2019 | Jan. 31, 2019 | Jan. 22, 2019 | |
Statement Line Items [Line Items] | |||
Options cancellation | 1,586,048 | ||
Warrant description | The Company signed agreements with several investors from the Nasdaq public offering (See Note 13(e)) to exchange the Series B warrants that entitled the investors to purchase 245,490 ADSs for nominal exercise price that weren't registered with the U.S. Securities and Exchange Commission, with fully vested warrants to purchase up to 306,863 ADSs that include a mechanism for cashless exerciser. As of the date of the approval of the financial statements, a total of 141,754 ADSs are issuable upon the exercise of 28,629 Series B warrants and 113,125 Series B exchange (cashless) warrants. | ||
Share purchase agreement, description | The Company signed a non-binding letter of intent (LOI) for the acquisition of a fast-growing Israeli company in the business proxy network solution industry. Under the terms of the LOI, the Company will purchase all of the purchased company's issued and outstanding shares. The expected payment for the transaction is $9.7 million, which will be paid in a combination of equity and cash. The consideration may include an additional earn-out payment in 2020, subject to the level of increase of the purchased company's sales during 2019 compared to 2018. |