Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 21, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Emerald Medical Applications Corp. | |
Entity Central Index Key | 797,542 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,513,010 | |
Trading Symbol | MRLA | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 14,110 | $ 4,486 |
Other receivable | 3,658 | 9,356 |
Total current assets | 17,768 | 13,842 |
Restricted cash | 13,109 | 11,925 |
Fixed assets, net of accumulated depreciation of $30,700 at June 30, 2017 and $21,029 at December 31, 2016 | 28,129 | 31,803 |
Total assets | 59,006 | 57,570 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 279,284 | 198,795 |
Provision for settlement of convertible notes | 740,860 | |
Accounts payable - related party | 88,178 | 125,962 |
Employee payable | 118,508 | 161,341 |
Accrued interest payable | 58,801 | 32,768 |
Short term payable | 32,695 | 29,743 |
Convertible note, net of discount of Nil at June 30, 2017 and $305,417 at December 31, 2016 | 724,605 | 409,588 |
Total current liabilities | 2,042,931 | 958,197 |
Total liabilities | 2,042,931 | 958,197 |
Stockholders' equity (deficit) | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued. | ||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 21,321,613 and 19,962,728 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively. | 2,255 | 1,994 |
Accumulated other comprehensive income | (19,337) | (19,337) |
Additional paid-in capital | 14,438,006 | 13,826,957 |
Accumulated deficit | (16,404,849) | (14,710,241) |
Total stockholders' deficit | (1,983,925) | (900,627) |
Total liabilities and stockholders' deficit | $ 59,006 | $ 57,570 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Fixed assets, accumulated depreciation | $ 30,700 | $ 21,029 |
Convertible note, discount | $ 305,417 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 490,000,000 | 490,000,000 |
Common stock, shares issued | 21,321,613 | 19,962,728 |
Common stock, shares outstanding | 21,321,613 | 19,962,728 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Expenses: | ||||
Research and development | 168,583 | 192,002 | 349,821 | 295,350 |
General and administrative expenses | 520,953 | 1,016,932 | 682,606 | 2,820,401 |
Total operating expenses | 689,536 | 1,208,934 | 1,032,427 | 3,115,751 |
Loss from operations | (689,536) | (1,208,934) | (1,032,427) | (3,115,751) |
Finance income (expense) | (441,187) | 20,962 | (662,181) | 27,547 |
Net loss | $ (1,130,724) | $ (1,187,972) | $ (1,694,608) | $ (3,088,204) |
Basic and diluted (net loss per share) | $ (0.05) | $ (0.06) | $ (0.08) | $ (2.03) |
Weighted average shares outstanding - basic and diluted | 21,321,613 | 18,890,670 | 20,995,941 | 18,121,314 |
Statements Stockholders' Defici
Statements Stockholders' Deficit (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 1,994 | $ 13,826,957 | $ (19,337) | $ (14,710,241) | $ (900,627) |
Balance, shares at Dec. 31, 2016 | 19,931,478 | ||||
Common stock issued for cash | $ 132 | 526,081 | 526,213 | ||
Common stock issued for cash, shares | 1,315,563 | ||||
Cashless exercise of Warrants | $ 110 | (110) | |||
Cashless exercise of Warrants, shares | 1,096,395 | ||||
Conversion of Convertible Note to shares | $ 7 | 10,393 | 10,400 | ||
Conversion of Convertible Note to shares, shares | 74,572 | ||||
Issuance of Shares | $ 12 | (12) | |||
Issuance of Shares, shares | 125,000 | ||||
Share based compensation | 74,697 | 74,697 | |||
Net loss for the period | (1,694,608) | (1,694,608) | |||
Balance at Jun. 30, 2017 | $ 2,255 | $ 14,438,006 | $ (19,337) | $ (16,404,849) | $ (1,983,925) |
Balance, shares at Jun. 30, 2017 | 22,543,008 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating Activities: | ||
Net loss | $ (1,694,608) | $ (3,088,204) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 7,445 | 8,293 |
Amortization of debt discount | 325,399 | 43,373 |
Shares issued for services | 2,074,736 | |
Options issued for services | 455,032 | |
Employee option expenses | 74,697 | |
Decrease in accounts payable and accrued liabilities | 37,656 | (52,394) |
Increase in provision for settlements of convertible loan | 740,860 | |
Decrease in amounts due from related party | (34,832) | |
Increase in accrued interest | 26,033 | |
Increase in other receivables | 5,698 | 17,585 |
Net cash used in operating activities | (511,652) | (541,579) |
Investing Activities: | ||
Increase in restricted cash | (1,184) | |
Purchase of fixed assets | (3,771) | (474) |
Net cash provided by investing activities | (4,955) | (474) |
Financing Activities: | ||
Proceeds from sale of common stock (net of issuance expenses) | 526,231 | |
Principal repayments on debt | (34,547) | |
Issuance of short-term convertible notes | 735,713 | |
Net cash provided by financing activities | 526,231 | 701,166 |
Net increase in cash | 9,624 | 159,113 |
Cash and cash equivalents - beginning of period | 4,486 | 115,449 |
Cash and cash equivalents - end of period | 14,110 | 274,562 |
Non cash investing and financing Activities | ||
Common stock issued pursuant to convertible note | 10,400 | |
Cashless exercise of Warrants | $ 153,495 |
The Company and Significant Acc
The Company and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
The Company and Significant Accounting Policies | Note 1. The Company and Significant Accounting Policies. Organizational Background: Emerald Medical Applications Corp (the “Company” or “Registrant”), was incorporated in the State of Ohio in 1989 under a predecessor name, Zaxis International Inc. (“Zaxis”). On August 25, 1995, Zaxis merged with a subsidiary of The InFerGene Company, a Delaware corporation, which entity changed its name to Zaxis International Inc.and the Company was reincorporated in Delaware as Zaxis. On December 30, 2014, Zaxis entered into a non-binding Memorandum of Understanding with Emerald Medical Applications Ltd., which was then a private limited liability company incorporated under the laws of the State of Israel (“Emerald”). On March 16, 2015, Zaxis and Emerald executed the Share Exchange Agreement, which closed on July 14, 2015. The Share Exchange Agreement was accounted for as a reverse recapitalization. As a result, the historical financial statements of the Registrant were replaced with the historical financial statements of Emerald. The Company and its subsidiary, Emerald, are collectively referred to as the “Company”. Emerald Medical Applications Ltd, a wholly-owned subsidiary of the Registrant effective July 14, 2015, was organized as a privately-owned company under the laws of the State of Israel on February 17, 2010. Emerald is a mobile digital-health startup company engaged in the development, sale and service of imaging solutions utilizing its proprietary DermaCompare software that it developed for use in derma imaging and analytics (“DermaCompare”). Emerald believes that its proprietary DermaCompare software represents an advancement in skin cancer screening that should enable physicians to more readily identify and monitor changes in their patients’ skin characteristics. Emerald’s DermaCompare solution allows dermatologists and other medical care professionals, using a set of 25 total body photography (“TBP”), to capture sets of skin lesion images with, among other devices, digital cameras, camera-equipped smart phones or tablets. These TBP images are then transmitted online and are remotely analyzed by professionals using our DermaCompare software. Our sales and marketing plan, which has already commenced, is to sell licenses for our DermaCompare imaging software to: NHSs, HMOs, health insurance companies, hospitals and medical clinics through distributers, health care channel partners or directly through independent salespersons and/or web purchase to dermatologists and other physicians (GPs) that we expect to purchase licenses based on the number of potential numbers of patients. Basis of Presentation and significant Accounting Policies: The accompanying consolidated financial statements include the accounts of the Company or in the first person notations “we,” “us” and “our”) and its wholly owned subsidiary prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions to Form 10-Q. The financial statements presented herein have not been audited by an independent registered public accounting firm, but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the period. However, these results are not necessarily indicative of results for any other interim period or for the full fiscal year. The preparation of financial statements in conformity with generally accepted accounting principles requires us to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Recent Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on its financial statements. Following are newly issued standards or material updates to the Company’s previous assessments from its Annual Report on Form 10-K for the fiscal year ended December 31, 2016: In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting,” which clarifies when a change to terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the vesting condition, fair value or the award classification is not the same both before and after a change to the terms and conditions of the award. The new guidance is effective on a prospective basis beginning on January 1, 2018 and early adoption is permitted. The Company does not expect the adoption of this standard to have an impact on its consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 2. Stockholders’ Equity. Recent Issuances of Common Stock On July 7, 2016, the Company announced that it had been awarded first prize of 500,000 Euros or approximately U$526,000, in a competition against over 3,500 other tech companies in the Publicis Groupe 90 initiative at the inaugural edition of Viva Technology Paris. On February 24, 2017, the Registrant accepted a Reg S Subscription Agreement from Publicis 90 in consideration for the issuance to Publicis 90 of 1,315,563 restricted shares of the Registrant’s common stock at a subscription price of $0.40 per share representing the award of 500,000 Euros. The issuance was made in reliance upon the exemptions provided in Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation S promulgated by the SEC under the Act. On April 25, 2017, a holder of a convertible note in the principal amount of $100,000 converted $10,400 into 74,572, shares based on an adjusted conversion price of $0.14. The conversion price was adjusted on March 22, 2017 pursuant to the provisions of the 2016 Secured Convertible Note Agreement.. On June 12, 2017, certain warrant holders holding 1,100,000 Class A Warrants and 1,100,000 Class B Warrants, elected to exercise certain warrants on a cashless basis. In accordance with the 2016 Secured Convertible Note Agreement the Class A warrants and Class B warrants were increased to 5,665,626, respectively, based on an adjusted share price of $0.14 per share and 3,451,490 Class B Warrants were converted to 1,096,395 shares at $0.14 per share. The exercise price and amount of shares issued were adjusted on March 22, 2017. On June 12, 2017, the Company completed the issuance of 125,000 shares of the Company’s common stock to Alpha Anstalt Capital (“Alpha”) pursuant to the Company’s agreement with Alpha in the prior year. Employee Stock Options A summary of the Company’s activity related to options to employees, executives and directors and related information is as follows: For the six month period ended June 30, 2017 Number of Options Weighted Average Exercise Price ($) Aggregate Intrinsic Value ($) Outstanding at December 31, 2016 4,754,677 0.11 - Granted - - - Exercised - - - Cancelled (349,125 ) - - Outstanding at June 30, 2017 4,405,552 0.11 0 Options exercisable at end of period 3,610,833 0.11 0 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’s common shares on June 30, 2017 and the exercise price, multiplied by the number of in-the-money stock options on those dates) that would have been received by the stock option holders had all stock option holders exercised their stock options on those dates. The stock options outstanding as of June 30, 2017 have been separated into exercise prices, as follows: Exercise Price ($) Stock options outstanding Weighted average remaining contractual life - years Stock options exercisable 0.4 1,426,320 8.75 1,327,432 0.2 1,281,875 8.50 1,154,792 (*) 1,697,357 8.75 1,128,610 4,405,552 8.75 3,610,833 (*) Less than $0.01. Compensation expense recorded by the Company in respect of its stock-based employee compensation awards in accordance with ASC 718-10 for the three and six month periods ended June 30, 2017, were $58,650 and $117,301, respectively (three and six month periods ended June 30, 2016- 244,542 and $455,032, respectively). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3. Related Party Transactions. There were no transactions with related parties during the six-month period ended June 30, 2017 and there is $88,178 outstanding to related party in respect of costs paid on behalf of the Company as of June 30, 2017 (as of June 30, 2017 - $125,962). During the six months ended June 30, 2016, the Company issued 1,195,000 shares to three acting directors, for services valued at a total value of $1,194,403, arrived at using the stock price on date of grant of $1.00 per Nasdaq.com. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4. Commitments and Contingencies. The Company received grants to fund research and development projects from the State of Israel according to guidelines and procedures of the Innovation Authority of the Ministry of Industry and Trade. According to the agreement, the Company is obligated to pay royalties on the sale of products developed with the participation of the Chief Scientist. The royalty rate is 3.5% of sales and the total royalties will not exceed the amount of the grants received. As of June 30, 2017 and December 31, 2016, total grants received amounted approximately $222 thousands. The obligation to pay royalties is contingent upon the successful outcome of the Company’s research and development projects and the attainment of sales. The Company has no obligation to pay royalties, if sales are not generated, and if the research and development project fails. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 5. Convertible Notes. All the Convertible notes fell due during the six months ended June 30, 2017. The Company is currently in discussions to extend these notes and believe that these discussions will be successful. (See also note 7) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6. Income Taxes. The Company is subject to income taxes under the Israeli and U.S. tax laws: Corporate tax rates The Company is subject to Israeli corporate tax rate of 25% in 2016, 24% in 2017 and 23% from 2018. The Company is subject to a blended U.S. tax rate (federal as well as state corporate tax) of 35%. As of December 31, 2016, the Company generated net operating losses in Israel of approximately $2,972,501, which may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2016, the Company generated net operating losses in the U.S. of approximately $15,746,103. Net operating losses in the United States are available through 2035. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. The Company is still in its development stage and has not yet generated revenues, therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts. As of June 30, 2017 As of December 31, 2016 Net loss carry-forward $ 19,349,640 $ 17,155,076 Total deferred tax assets 6,425,899 5,730,945 Valuation allowance (6,425,899 ) (5,730,945 ) Net deferred tax assets $ - $ - |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7. Subsequent Events. Effective August 7, 2017, the Company entered into the settlement agreement with Alpha Anstalt Capital and Chi Squared Capital Inc. as a result of the fact that Alpha and Chi Squared had taken the position that certain defaults may have occurred as a result of actions and/or inactions by the Company with respect to the Company’s obligations under convertible notes (the “notes”) issued during 2016, which the Company did not deem to be defaults (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Notes, which had originally provided for a maturity date of June 19, 2017 and were in the original principal amounts of $400,000 and $40,000, respectively, were extended until June 19, 2019, in consideration for which the Company agreed to an increase in the principal amounts to $551,600 and $55,160, respectively, both of which retain the adjusted conversion price of $0.14, calculated in accordance with the terms of the original Notes. As a further part of the settlement, the Company agreed to issue Alpha and Chi Squared a total of 528.82 newly authorized shares of Series A Convertible Preferred Stock having a stated value and liquidation preference of $1,000 per share, and are convertible into a total of 3,778,647 shares based upon a conversion price of $0.14 per share, and subject to certain adjustments. The Series A Preferred Stock shall be entitled to receive dividends on the same basis as Ordinary Shares and shall have no voting rights As a result of the Settlement Agreement, the Company recorded a provision in the balance sheet in the amount of $740,860, bringing the total of (i) the fair value of the Series A Convertible Preferred Stock, and (ii) the increase in the fair value of the Notes. A corresponding charge was made in general and administrative expenses in the Statement of Operation Losses of $440,684 representing the penalties and liquidation damaged portion of the above-mentioned provision, and $300,176 was charged to finance expenses in the Statement of Operating Losses. |
The Company and Significant A14
The Company and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and significant Accounting Policies: The accompanying consolidated financial statements include the accounts of the Company or in the first person notations “we,” “us” and “our”) and its wholly owned subsidiary prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions to Form 10-Q. The financial statements presented herein have not been audited by an independent registered public accounting firm, but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the period. However, these results are not necessarily indicative of results for any other interim period or for the full fiscal year. The preparation of financial statements in conformity with generally accepted accounting principles requires us to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company assesses the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on its financial statements. Following are newly issued standards or material updates to the Company’s previous assessments from its Annual Report on Form 10-K for the fiscal year ended December 31, 2016: In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting,” which clarifies when a change to terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the vesting condition, fair value or the award classification is not the same both before and after a change to the terms and conditions of the award. The new guidance is effective on a prospective basis beginning on January 1, 2018 and early adoption is permitted. The Company does not expect the adoption of this standard to have an impact on its consolidated financial statements. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Summary of Employee Stock Option Activity | A summary of the Company’s activity related to options to employees, executives and directors and related information is as follows: For the six month period ended June 30, 2017 Number of Options Weighted Average Exercise Price ($) Aggregate Intrinsic Value ($) Outstanding at December 31, 2016 4,754,677 0.11 - Granted - - - Exercised - - - Cancelled (349,125 ) - - Outstanding at June 30, 2017 4,405,552 0.11 0 Options exercisable at end of period 3,610,833 0.11 0 |
Schedule of Stock Options Outstanding Exercise Price Range | The stock options outstanding as of June 30, 2017 have been separated into exercise prices, as follows: Exercise Price ($) Stock options outstanding Weighted average remaining contractual life - years Stock options exercisable 0.4 1,426,320 8.75 1,327,432 0.2 1,281,875 8.50 1,154,792 (*) 1,697,357 8.75 1,128,610 4,405,552 8.75 3,610,833 (*) Less than $0.01. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | As of June 30, 2017 As of December 31, 2016 Net loss carry-forward $ 19,349,640 $ 17,155,076 Total deferred tax assets 6,425,899 5,730,945 Valuation allowance (6,425,899 ) (5,730,945 ) Net deferred tax assets $ - $ - |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Jun. 12, 2017$ / sharesshares | Apr. 25, 2017USD ($)$ / sharesshares | Feb. 24, 2017$ / sharesshares | Jul. 07, 2016USD ($) | Jul. 07, 2016EUR (€) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Convertible note principal amount | $ | $ 100,000 | ||||||||
Debt converted amount | $ | $ 10,400 | ||||||||
Debt converted shares | 74,572 | ||||||||
Debt conversion price per share | $ / shares | $ 0.14 | ||||||||
Compensation expenses | $ | $ 58,650 | $ 244,542 | $ 117,301 | $ 455,032 | |||||
Alpha Anstalt Capital [Member] | |||||||||
Number of common stock shares issued | 125,000 | ||||||||
Class A Warrant [Member] | |||||||||
Number of warrant shares | 1,100,000 | ||||||||
Class B Warrant [Member] | |||||||||
Debt converted shares | 1,096,395 | ||||||||
Number of warrant shares | 1,100,000 | ||||||||
Number of shares converted | 3,451,490 | ||||||||
2016 Secured Convertible Note Agreement [Member] | Class A Warrant [Member] | |||||||||
Number of warrant shares | 5,665,626 | ||||||||
Warrant exercise price per share | $ / shares | $ 0.14 | ||||||||
2016 Secured Convertible Note Agreement [Member] | Class B Warrant [Member] | |||||||||
Number of warrant shares | 5,665,626 | ||||||||
Warrant exercise price per share | $ / shares | $ 0.14 | ||||||||
Viva Technology Paris [Member] | |||||||||
First prize at the inaugural edition | $ | $ 526,000 | ||||||||
Viva Technology Paris [Member] | EUR [Member] | |||||||||
First prize at the inaugural edition | € | € 500,000 | ||||||||
Publicis 90 [Member] | Reg S Subscription Agreement [Member] | |||||||||
Number of restricted shares issued | 1,315,563 | ||||||||
Subscription price per share | $ / shares | $ 0.40 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Employee Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of options, Outstanding at beginning of year | shares | 4,754,677 |
Number of options, Granted | shares | |
Number of options, Exercised | shares | |
Number of options, Cancelled | shares | (349,125) |
Number of options, Outstanding at end of year | shares | 4,405,552 |
Number of options, Options exercisable at end of period | shares | 3,610,833 |
Weighted average exercise price, Outstanding at beginning of year | $ / shares | $ 0.11 |
Weighted average exercise price, Granted | $ / shares | |
Weighted average exercise price, Exercised | $ / shares | |
Weighted average exercise price, Cancelled | $ / shares | |
Weighted average exercise price, Outstanding at end of year | $ / shares | 0.11 |
Weighted average exercise price, Options exercisable at end of period | $ / shares | $ 0.11 |
Aggregate intrinsic value, Outstanding at end of year | $ | $ 0 |
Aggregate intrinsic value, Options exercisable at end of period | $ | $ 0 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Options Outstanding Exercise Price Range (Details) | 6 Months Ended | |
Jun. 30, 2017$ / sharesshares | ||
Stock options outstanding | 4,405,552 | |
Weighted average remaining contractual life | 8 years 9 months | |
Stock options exercisable | 3,610,833 | |
Exercise Price One [Member] | ||
Exercise price | $ / shares | $ 0.4 | |
Stock options outstanding | 1,426,320 | |
Weighted average remaining contractual life | 8 years 9 months | |
Stock options exercisable | 1,327,432 | |
Exercise Price Two [Member] | ||
Exercise price | $ / shares | $ 0.2 | |
Stock options outstanding | 1,281,875 | |
Weighted average remaining contractual life | 8 years 6 months | |
Stock options exercisable | 1,154,792 | |
Exercise Price Three [Member] | ||
Exercise price | $ / shares | [1] | |
Stock options outstanding | 1,697,357 | |
Weighted average remaining contractual life | 8 years 9 months | |
Stock options exercisable | 1,128,610 | |
[1] | Less than $0.01. |
Stockholders' Equity - Schedu20
Stockholders' Equity - Schedule of Stock Options Outstanding Exercise Price Range (Details) (Parenthetical) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stock option description | Less than $0.01. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
Accounts payable - related party | $ 88,178 | $ 125,962 | |
Three Acting Directors [Member] | |||
Number of shares issued for services | 1,195,000 | ||
Number of shares issued for service value | $ 1,194,403 | ||
Stock price per share | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Total grants received | $ 222,000 | $ 222,000 |
Sales [Member] | ||
Royalty rate percentage | 3.50% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Israeli [Member] | ||
Net operating loss carry forwards | $ 2,972,501 | |
Israeli [Member] | 2016 [Member] | ||
Corporate tax rate | 25.00% | |
Israeli [Member] | 2017 [Member] | ||
Corporate tax rate | 24.00% | |
Israeli [Member] | 2018 [Member] | ||
Corporate tax rate | 23.00% | |
U.S[Member] | ||
Corporate tax rate | 35.00% | |
Net operating loss carry forwards | $ 15,746,103 | |
Net operating losses expiration period | 2,035 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net loss carry-forward | $ 19,349,640 | $ 17,155,076 |
Total deferred tax assets | 6,425,899 | 5,730,945 |
Valuation allowance | (6,425,899) | (5,730,945) |
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 07, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Apr. 25, 2017 | Dec. 31, 2016 |
Debt original principal amounts | $ 100,000 | ||||||
Debt conversion price per share | $ 0.14 | ||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Provision for settlement of convertible notes | $ 740,860 | $ 740,860 | |||||
General and administrative expenses | $ 520,953 | $ 1,016,932 | $ 682,606 | $ 2,820,401 | |||
Subsequent Event [Member] | |||||||
Debt extended date | Jun. 19, 2019 | ||||||
Debt conversion price per share | $ 0.14 | ||||||
Provision for settlement of convertible notes | $ 740,860 | ||||||
General and administrative expenses | 440,684 | ||||||
Finance expenses | 300,176 | ||||||
Subsequent Event [Member] | Alpha Anstalt Capital [Member] | |||||||
Debt original principal amounts | 400,000 | ||||||
Increase in principal amount | 551,600 | ||||||
Subsequent Event [Member] | Chi Squared Capital Inc [Member] | |||||||
Debt original principal amounts | 40,000 | ||||||
Increase in principal amount | $ 55,160 | ||||||
Subsequent Event [Member] | Alpha Anstalt Capital and Chi Squared Capital Inc. [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Debt conversion price per share | $ 0.14 | ||||||
Preferred stock shares authorized | 528.82 | ||||||
Preferred stock liquidation preference per share | $ 1,000 | ||||||
Number of shares convertible | 3,778,647 |