Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 16, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Viewbix Inc. | ||
Entity Central Index Key | 0000797542 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,500 | ||
Entity Common Stock, Shares Outstanding | 31,201,669 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |||
CURRENT ASSETS | |||||
Cash and cash equivalents | $ 87 | $ 51 | |||
Restricted cash | 2 | 2 | |||
Trade receivables | 15 | ||||
Other accounts receivable | 119 | 78 | |||
Prepaid expenses | 17 | 7 | |||
Total current assets | 225 | 153 | |||
NON CURRENT ASSETS | |||||
Property and equipment, net | 5 | 5 | |||
Total assets | 230 | 158 | |||
CURRENT LIABILITIES | |||||
Trade payables | 66 | 19 | |||
Payable to parent company | 1,611 | 789 | |||
Other accounts payable and accrued liabilities | 246 | 25 | |||
Total current liabilities | 1,923 | 833 | |||
Commitments and contingencies | |||||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||||
Total temporary equity | [1] | 46 | |||
Share Capital | |||||
Preferred stock, $0.0001 par value; Authorized:10,000,000 shares; Issued and outstanding: None as of December 31, 2019 | [1] | ||||
Common stock, $0.0001 par value; Authorized: 490,000,000 shares; Issued and outstanding: 31,201,669 shares as of December 31, 2019 and 273,049 as of December 31, 2018 | [1] | 3 | 1 | ||
Additional paid-in capital | [1] | 13,015 | 12,872 | ||
Accumulated deficit | [1] | (14,711) | (13,594) | ||
Total stockholders' deficit | [1] | (1,693) | (721) | ||
Total liabilities, temporary equity and stockholders' deficit | 230 | 158 | |||
Preferred Stock A-1 [Member] | |||||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||||
Total temporary equity | [1] | [2] | |||
Share Capital | |||||
Total stockholders' deficit | [1] | [2] | |||
Preferred Stock A-2 [Member] | |||||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||||
Total temporary equity | [1] | 10 | |||
Share Capital | |||||
Total stockholders' deficit | 10 | ||||
Preferred Stock B [Member] | |||||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||||
Total temporary equity | [1] | 9 | |||
Share Capital | |||||
Total stockholders' deficit | 9 | ||||
Prefered Stock C [Member] | |||||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||||
Total temporary equity | [1] | 15 | |||
Share Capital | |||||
Total stockholders' deficit | 15 | ||||
Preferred Stock C-1 [Member] | |||||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||||
Total temporary equity | [1] | 11 | |||
Share Capital | |||||
Total stockholders' deficit | 11 | ||||
Preferred Stock C-2 [Member] | |||||
TEMPORARY EQUITY (Viewbix Ltd, pre - Recapitalization Transaction) | |||||
Total temporary equity | [1] | $ 1 | |||
[1] | The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. | ||||
[2] | Represents an amount less than $1. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | |
Temporary equity, shares authorized | 24,989,502 | [1] | |
Temporary equity, shares issued | 20,008,036 | [1] | |
Temporary equity, shares outstanding | 20,008,036 | [1] | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 490,000,000 | 490,000,000 | [1] |
Common stock, shares issued | 31,201,669 | 273,049 | [1] |
Common stock, shares outstanding | 31,201,669 | 273,049 | [1] |
Preferred Stock A-1 [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 199,929 | 199,929 | [1] |
Temporary equity, shares issued | 199,870 | [1] | |
Temporary equity, shares outstanding | 199,870 | [1] | |
Preferred Stock A-2 [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 4,881,762 | 4,881,762 | [1] |
Temporary equity, shares issued | 4,881,654 | [1] | |
Temporary equity, shares outstanding | 4,881,654 | [1] | |
Preferred Stock B [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 4,556,154 | 4,556,154 | [1] |
Temporary equity, shares issued | 4,556,094 | [1] | |
Temporary equity, shares outstanding | 4,556,094 | [1] | |
Prefered Stock C [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 12,141,116 | 12,141,116 | [1] |
Temporary equity, shares issued | 7,222,305 | [1] | |
Temporary equity, shares outstanding | 7,222,305 | [1] | |
Preferred Stock C-1 [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 2,756,158 | 2,756,158 | [1] |
Temporary equity, shares issued | 2,755,706 | [1] | |
Temporary equity, shares outstanding | 2,755,706 | [1] | |
Preferred Stock C-2 [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 454,383 | 454,383 | [1] |
Temporary equity, shares issued | 392,407 | [1] | |
Temporary equity, shares outstanding | 392,407 | [1] | |
[1] | The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Income Statement [Abstract] | |||
Revenues | $ 208 | $ 252 | |
Cost of revenues | 2 | 75 | |
Gross profit | 206 | 177 | |
Expenses: | |||
Research and development | 233 | 258 | |
Sales and marketing | 257 | 180 | |
General and administrative | 720 | 317 | |
Total operating expenses | 1,210 | 755 | |
Loss from operations | (1,004) | (578) | |
Finance income | (12) | (22) | |
Finance expense | 110 | 4 | |
Loss before taxes on income | (1,102) | (560) | |
Taxes on income | 15 | 15 | |
Net loss | $ (1,117) | $ (575) | |
Basic and diluted net loss per share: | $ (0.08) | $ (2.11) | |
Weighted average shares outstanding - basic and diluted | [1] | 13,746,064 | 273,049 |
[1] | The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Preferred Stock A-1 [Member] | Preferred Stock A-2 [Member] | Preferred Stock B [Member] | Prefered Stock C [Member] | Preferred Stock C-1 [Member] | Preferred Stock C-2 [Member] | Total Temporary Equity [Member] | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Stockholders' Deficit [Member] | Total | ||
Balance at Dec. 31, 2017 | [1] | $ 10 | $ 9 | $ 15 | $ 11 | $ 45 | $ 1 | $ 12,623 | $ (13,019) | $ (395) | |||
Balance, shares at Dec. 31, 2017 | 199,870 | 4,881,654 | 4,556,094 | 7,222,305 | 2,755,706 | 273,049 | |||||||
Conversion of convertible loan into Preferred C-2 Shares | 1 | 249 | 249 | ||||||||||
Conversion of convertible loan into Preferred C-2, shares | 392,407 | ||||||||||||
Net loss for the period | (575) | (575) | |||||||||||
Balance at Dec. 31, 2018 | [1] | $ 10 | $ 9 | $ 15 | $ 11 | 46 | $ 1 | 12,872 | (13,594) | (721) | [2] | ||
Balance, shares at Dec. 31, 2018 | 199,870 | 4,881,654 | 4,556,094 | 7,222,305 | 2,755,706 | 392,407 | 273,049 | ||||||
Effect of reverse recapitalization | [1] | $ (10) | $ (9) | $ (15) | $ (11) | (46) | $ 2 | 643 | 394 | ||||
Effect of reverse recapitalization, shares | (199,870) | (4,881,654) | (4,556,094) | (7,222,305) | (2,755,706) | (392,407) | 30,928,620 | ||||||
Net loss for the period | (1,117) | (1,117) | |||||||||||
Balance at Dec. 31, 2019 | [2] | $ 3 | $ 13,015 | $ (14,711) | $ (1,693) | [2] | |||||||
Balance, shares at Dec. 31, 2019 | 31,201,669 | ||||||||||||
[1] | Represents an amount less than $1. | ||||||||||||
[2] | The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jul. 25, 2019 | |
Cash flows from operating activities | |||
Net loss for the period | $ (1,117) | $ (575) | |
Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities: | |||
Depreciation | 1 | 2 | |
Changes in operating assets and liabilities: | |||
Decrease in trade receivables | 15 | 28 | |
Increase in other accounts receivable | (21) | (68) | |
Increase in prepaid expenses | (10) | ||
Increase (decrease) in trade payables | 36 | (29) | |
Increase in payable to parent company | 822 | 739 | |
Increase (decrease) in other accounts payables and accrued liabilities | 139 | (67) | |
Net cash used in operating activities | (135) | 30 | |
Cash flows from investing activities | |||
Purchase of property and equipment | (2) | ||
Proceeds from sale of property and equipment | 1 | ||
Net cash used in investing activities | (1) | ||
Cash flows from financing activities | |||
Cash acquired in connection with the reverse recapitalization | 174 | ||
Net cash provided by financing activities | 174 | ||
Increase (decrease) in cash and cash equivalents and restricted cash | 38 | 29 | |
Cash and cash equivalents and restricted cash at the beginning of the period | 53 | 24 | |
Cash and cash equivalents and restricted cash at the end of the period | $ 89 | $ 53 | |
Assets acquired (liabilities assumed): | |||
Current assets excluding cash and cash equivalents | $ 20 | ||
Current liabilities | (95) | ||
Reverse recapitalization effect on equity | (99) | ||
Cash acquired in connection with Recapitalization Transaction | $ 174 |
General
General | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
General | Note 1. General Organizational Background Viewbix Inc. (formerly known as Virtual Crypto Technologies, Inc.) (the “Company” or the “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 under the name of Zaxis International, Inc. On December 30, 2014, Zaxis entered into an agreement with Emerald Medical Applications Ltd., a private limited liability company organized under the laws of the State of Israel (“Emerald Israel”). Emerald Medical Applications Ltd. On March 16, 2015, Zaxis and Emerald Israel executed a share exchange agreement, which closed on July 14, 2015, and Emerald Israel became the Company’s wholly-owned subsidiary. Emerald Israel was engaged in the business of developing Emerald Israel’s DermaCompare technology and the development, sale and service of imaging solutions utilizing its DermaCompare software for use in derma imaging and analytics for the detection of skin cancer. On January 29, 2018, the Company ceased the DermaCompare operations of its former subsidiary. On May 2, 2018, the District Court of Lod, Israel issued a winding-up order for Emerald Israel and appointed an Israeli attorney as special executor for Emerald Israel. Virtual Crypto Technologies Ltd. On January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (the “VCT Israel”), to develop and market software and hardware products facilitating, allowing and supporting purchase and/or sale of cryptocurrencies through ATMs, tablets, personal computers (“PCs”) and/or mobile devices. VCT Israel ceased its business operation prior to consummation of the Recapitalization Transaction. On January 27, 2020, Virtual Crypto Israel was sold to a third party for NIS 50,000 ($14,459). Transaction with Algomizer Ltd. (the “Recapitalization Transaction”) On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Algomizer Ltd. (TASE:ALMO), a company organized under the laws of the State of Israel (“Algomizer”), pursuant to which on July 25, 2019 (the “Closing Date”), Algomizer assigned, transferred and delivered its 99.83% holdings in Viewbix Ltd. (“Viewbix Israel”) to the Company in exchange for shares of restricted common stock of the Company, representing 65% of the issued and outstanding share capital of the Company on a fully diluted basis as of the Closing Date following the conversion of certain convertible notes of the Company and excluding certain warrants to purchase shares of the Common Stock expiring in 2020 and additional warrants as further described below (the “Fully Diluted Share Capital”). In addition, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Algomizer an additional 1,642,193 shares of restricted common stock of the Company representing 5% of the Fully Diluted Share Capital immediately following the Closing Date. On July 24, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware reflecting its name change from Virtual Crypto Technologies, Inc. to Viewbix Inc. to reflect its new operations and business focus and, effective on August 7, 2019, FINRA approved the Registrant’s name change and its trading symbol was changed from “VRCP” to “VBIX” on the OTCQB. On the Closing Date, the Company (i) issued 20,281,085 shares of its common stock to Algomizer in exchange for consideration consisting of consideration for its 99.83% holdings in Viewbix Israel, and (ii) 3,434,889 shares of its common stock to holders of convertible notes, which were issued by the Company prior to the Reverse Recapitalization, and which were converted upon the Closing Date. The shares of common stock were issued under Regulation S. The Company also issued a total of 7,298,636 warrants to Algomizer to purchase the Company’s common stock, whereby (i) 3,649,318 of such warrants were issued with an exercise price of $0.48, and (ii) 3,649,318 of such warrants were issued with an exercise price of $0.80. As a result of the Recapitalization Transaction, Viewbix Israel became a subsidiary of the Company. As the shareholders of Viewbix Israel received the largest ownership interest in the Company, Viewbix Israel was determined to be the “accounting acquirer” in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Viewbix Israel. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. The Company and its subsidiaries are collectively referred to as the “Company”. Viewbix Israel was incorporated on February 2006 in Israel. The Company has developed an interactive video platform based on Software as a Service (“SaaS”) business model with interactive elements, and the ability to collect and analyze information about each interactive action performed during the viewing of the video clip. The interactive elements and information gathered, allowing the advertiser to analyze user viewing habits and optimize real-time throughout the campaign while increasing the effectiveness of online and live video advertising. Going Concern The Company has incurred $1,117 in net loss for the year ended December 31, 2019, has $1,693 stockholders’ deficit as of December 31,2019 and $721 in total stockholders’ deficit as of December 31,2018 and $135 in negative cash flows from operations for the year ended December 31,2019. On July 25, 2019, the Company ceased the operations of VCT Israel and subsequent to the balance sheet date, the Company has significantly reduced its operations and expenses of Viewbix Israel. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). Use of estimates in the preparation of consolidated financial statements The financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In connection with the preparation of our financial statements, the Company is required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Functional currency The functional currency of the Company and its subsidiary is the US dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), balances denominated or linked to foreign currencies other than US dollar are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the Consolidated Statements of Comprehensive Loss, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are carried as financing income or expenses. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Cash and cash equivalents The Group considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents. Property and equipment 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the statements of operations. 2. Rates of depreciation: % Computers 33 Furniture and office equipment 7-15 Impairment of long-lived assets The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. To date the Group did not incur any material impairment losses. Earnings per Common Share Earnings or loss per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to ASC 260-10-45. Pursuant to ASC 260-10-45-10 through 260-10-45-16 Basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Revenue recognition The Company applies the provisions of Accounting Standards Codification (or “ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The Company adopted the provisions of ASC 606 effective January 1, 2018 using the modified retrospective application method for all uncompleted contracts as of that date. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements. In addition, the adoption of ASC 606 had no impact on the Company’s trade receivables, deferred revenues and accumulated deficit balances balance as of December 31, 2018 or on the Company’s revenues, cost of revenues or its operating expenses during 2018, compared to ASC 605. The Company generates revenues primarily by granting customers the right to access software products through the Company’s cloud-based SaaS subscription offerings. Under a SaaS subscription agreement, the customer receives a right to access the software for a specified period of time in an environment hosted, supported, and maintained by the Company. SaaS subscription services are a single performance obligation satisfied over time, and associated revenue is generally recognized ratably over the contract term once the software is made available to the customer. The SaaS subscription offerings are typically sold with one year subscription terms, generally invoiced in advance of each annual subscription period, and are non-cancelable during the committed subscription term. Research and development expenses, net: Research and development expenses are charged to the statement of operations as incurred. Income Taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, and (“ASC 740”). ASC 740 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and for carry forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. In addition, ASC 740 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The first step is to evaluate the tax position taken or expected to be taken in a tax return. This is done by determining if the weight of available evidence indicates that it is more-likely-than-not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Contingencies The Group records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recently issued accounting pronouncements In August 2018, the FASB issued ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715- 20).” The guidance focuses on additional disclosure of reasons for significant gains and losses to changes in the benefit obligation for the period, in addition to removal and clarification of existing disclosures. The guidance will be effective for the Company’s fiscal year beginning January 1, 2021, on a retrospective basis. The Company is currently evaluating the potential effect of the adoption of ASU 2018-04 on our financial position and results of operations. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820).” The guidance focuses on modification of disclosures, which includes the consideration of costs and benefits. The guidance will be effective for the Company’s fiscal year beginning January 1, 2020, including interim periods within that year. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements. In June 2018, the FASB issued, ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718).” The guidance focuses on expansion of scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance will be effective for the Company’s fiscal year beginning January 1, 2019, including interim periods within that year. The Company is currently evaluating the potential effect of the adoption of ASU 2018-07 on our financial position and results of operations. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements. In January 2017, the FASB issued ASU No. 2019-10, “Intangibles—Goodwill and Other (Topic 350).” The new guidance reduces the complexity of goodwill impairment tests by no longer requiring entities to determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The guidance will be effective for the Company’s fiscal year beginning January 1, 2023, including interim periods within that year on a prospective basis. The Company is currently evaluating the potential effect of the adoption of ASU 2019-10 on our financial position and results of operations. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326).” The guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for the Company’s fiscal year beginning January 1, 2023, including interim periods within that year. The Company is currently evaluating the potential effect of the adoption of ASU 2019-10 on our financial position and results of operations. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements. |
Other Accounts Receivables
Other Accounts Receivables | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Other Accounts Receivables | Note 3. Other accounts receivables Composition: As of As of 2019 2018 Government authorities $ 118 $ 78 Other 1 - $ 119 $ 78 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4. Property and equipment Composition: As of As of 2019 2018 Cost: Computers and related equipment $ 34 $ 34 Office furniture and equipment 9 9 43 43 Accumulated depreciation 38 38 Net book value $ 5 $ 5 |
Other Accounts Payable and Accr
Other Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Other Accounts Payable and Accrued Liabilities | Note 5. Other accounts payable and accrued liabilities Composition: As of As of 2019 2018 Other payables and deferred revenues $ 91 $ 25 Accrued liabilities 149 - Other 6 - $ 246 $ 25 |
Temporary Equity and Stockholde
Temporary Equity and Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Temporary Equity and Stockholders' Deficit | Note 6. Temporary Equity and Stockholders’ deficit. Voting rights: Common shares confer the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution of dividends and to equally participate, on share basis, in distribution of excess of assets and funds from the Company and they shall not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights. A preferred shareholder shall have one vote for each ordinary share that would have been received if preference shares had been converted into common shares. Preferred shares (relating to Viewbix Ltd prior to the Recapitalization Transaction : Preferred shares may have been converted into ordinary shares of Viewbix Ltd at any time. The preferred shares would have automatically converted into ordinary shares if (a) the holders of at least (i) 67% (sixty seven percent) of the issued and outstanding Preferred C/C-1 shares, (ii) a majority of the issued and outstanding Preferred B shares, and (iii) a majority of the issued and outstanding Preferred A shares, so agree in writing; or (b) in the event of an IPO. The conversion price for any class or series of preferred would have been subject to adjustment, as follows: at any time, upon each issuance or deemed issuance by the Company of any new securities at a price per share less than the applicable conversion price in effect on the date of and immediately prior to the issuance of such new securities, the conversion price shall be reduced. Preferred shares had priority in the distribution of dividends and upon liquidation in accordance with the Company’s Articles of Association (“AOA”). These rights may be changed if a meeting of the Company’s stockholders gather up and decides on a change of regulations in this context. The preference mechanism for liquidation and the distribution of dividends gave priority to the most recent preferred stockholders. The preferred shares were convertible into 16,199,520 ordinary shares of the Company. Redemption The Company’s AOA do not provide redemption rights to the holders of the preferred shares. In the event of a liquidation event, all the funds and assets of the Company available for distribution among all the stockholders shall be distributed based on a certain mechanism as described in the Company’s AOA. Although the preferred shares are not redeemable, in the event of certain “deemed liquidation events” that are not solely within the Company’s control (including merger, acquisition, or sale of all or substantially all of the Company’s assets), the holders of the preferred shares would be entitled to preference amounts paid before distribution to other stockholders (as explained in the previous paragraph) and hence effectively redeeming the preference amount. In accordance with ASR 268 and ASC 480 “Distinguishing Liabilities from Equity”, the Company’s preferred shares are classified outside of stockholders’ deficit as a result of these in-substance contingent redemption rights. As of December 31, 2019 and 2018, the Company did not adjust the carrying values of the convertible preferred shares to the deemed liquidation values of such shares since a liquidation event was not probable of occurring. Share Exchange As detailed in Note 1, as part of the Recapitalization Transaction in July 2019, the Company issued 20,281,085 shares of common stock to Algomizer in exchange for its 99.83% holdings in Viewbix Israel. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. Warrants The following table summarizes information of outstanding warrants as of December 31, 2019: Warrants Warrant Term Exercise Price Exercisable Class G Warrants 142,857 April 2020 $ 4.20 142,857 Class H Warrants 50,000 January 2020 - March 2020 $ 2.10 50,000 Class I Warrants 38,095 January 2020 $ 2.10 38,095 Class J Warrants 3,649,318 July 2029 $ 0.48 3,649,318 Class K Warrants 3,649,318 July 2029 $ 0.80 3,649,318 In connection with the Share Exchange Agreement, upon the earlier of: (a) the launch of a live video product to an American consumer in the United States by Viewbix Israel, or (b) the launch of an interactive television product to an American consumer in the United States by Viewbix Israel, the Company will issue to Algomizer an additional 1,642,193 shares of restricted common stock of the Company. All of the Company’s warrants were concluded to meet the US GAAP criteria for equity classification and are accordingly are classified in equity. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions. Balances: December 31, December 31, 2019 2018 Algomizer – Parent Company Payable $ 1,611 $ 789 In May, 2018, Viewbix Israel and Algomizer entered into an agreement, pursuant to which the parties agreed to have the Viewbix Israel’s operations outsourced to Algomizer from the date of the agreement (the “Algomizer Agreement”). The following terms were included in the agreement: (a) As of May 2018 all of the Company’s employees became employees of Algomizer. (b) Between the periods of May 2018 to October 2018, Algomizer charged Viewbix all the expenses incurred in respect of these employees (see (a) above) as well as other related expenses. (c) From November 2018 until the Closing Date, the employees that transferred from the Company to Algomizer dedicated half of their time to the Company’s operations and correspondingly 50% of the costs to be incurred by Algomizer in respect of these employees are to be charged to the Company. (d) From the Closing Date, 100% of the all employee costs incurred by Algomizer that relate to the Company will be charged to the Company. No amounts were paid by the Company to Algomizer during 2019 and 2018 in respect of the above, which resulted in a parent company payable of $789 as of December 31, 2018 and $1,611 as of December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies During August 2019, a law suit was filed against the Company and, the parent company. Algomizer claiming that the applicants were entitled to receive shares of the Company as part of the consideration in the Company’s acquisition by Algomizer. In the opinion of the Company’s management, the applicants’ claims are based on incorrect assumptions and deals with the distribution of the internal shares between the applicants and the other former shareholders of the Company before the acquisition transaction, resulting in a consideration coming to the applicants following the acquisition transaction. The understanding of the Company and its legal advisers is that the claim may not create financial exposure to the Company. In April 2017, a lawsuit was filed by a former CEO of the Company with the Tel Aviv District Court (the “Tel Aviv Court”) against the Company claiming certain damages in the total amount of $100,000, under the assertion of wrongful termination by the Company and Emerald Israel. The Company believes these claims to be unsubstantiated and wholly without merit and accordingly filed its response with the Tel Aviv Court in October of 2017. The dispute was initially heard by the Tel Aviv Court on February 13, 2020 and a supplemental hearing has been set for March 19, 2020. As of December 31, 2019, the company’s management, in consultation with its legal advisors, believes that their claim will be successful and should the plaintiff be successful, they will be awarded an insignificant amount and therefore no amount has been provided for in these financial statements. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenues [Abstract] | |
Revenues | Note 9. Revenues. Year ended December 31, 2019 2018 Individual subscriptions 17 18 Enterprise subscriptions 191 234 208 252 |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Research and development expenses | Note 10. Research and development expenses. Year ended December 31, 2019 2018 Salaries and related expense 219 253 Others 14 5 233 258 |
Sales and Marketing Expenses
Sales and Marketing Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Sales And Marketing Expenses | |
Sales and Marketing Expenses | Note 11. Sales and marketing expenses. Year ended December 31, 2019 2018 Salaries and related expense 110 147 Others 147 33 257 180 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2019 | |
General And Administrative Expenses | |
General and Administrative Expenses | Note 12. General and administrative expenses. Year ended December 31, 2019 2018 Wages, salaries and related expenses 276 223 Professional fees 213 30 Depreciation 1 2 Recapitalization Transaction costs 112 - Other 118 62 720 317 |
Financial (Income) Expenses, Ne
Financial (Income) Expenses, Net | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Financial (Income) Expenses, Net | Note 13. Financing (income) expenses, net Year ended December 31, 2019 2018 Bank fees 3 2 Exchange rate differences 107 (22 ) Other financial income (12 ) 2 98 (18 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes. The Company is subject to income taxes under the Israeli and U.S. tax laws: Tax rates applicable to the income of the Company: Viewbix Inc. is taxed according to U.S. tax laws. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. Viewbix Israel and Israeli subsidiaries are taxed according to Israeli tax laws. The Israeli corporate tax rate is 23% in the years 2018, 2019 and onwards. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: As of As of 2019 2018 Deferred R&D expenses $ 239 $ 271 Operating loss carryforward 32,443 10,784 $ 32,682 $ 11,055 Net deferred tax asset before valuation allowance $ 7,149 $ 2,543 Valuation allowance (7,149 ) (2,543 ) Net deferred tax asset $ - $ - As of December 31, 2019, the Company has provided valuation allowances of $7,149 in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that because the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future. Available carryforward tax losses: As of December 31, 2019, the Virtual Crypto Israel and Viewbix Israel incurred operating losses in Israel of approximately $1,229 and $13,075, respectively, which may be carried forward and offset against taxable income in the future for an indefinite period. As of December 31, 2019, the Company generated net operating losses in the U.S. of approximately $18,378. Net operating losses in the U.S. 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. Loss before taxes on income, consists of the following: For the year ended December 31 2019 2018 USA $ 113 $ (9 ) Israel 989 569 $ 1,102 $ 560 Reconciliation of Income Taxes: The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and tax incurred in income statement: For the year ended December 31 2019 2018 Net loss before tax on income $ 1,102 $ 560 Statutory tax rate 23 % 23 % Tax under statutory tax rate 253 129 Change in valuation allowance (238 ) (114 ) Taxes on income $ 15 $ 15 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events. On January 1, 2020, the Company announced certain cost reduction measures due the Company not achieving certain revenues goals. On January 1, 2020, Mr. Jonathan Stefansky, the Company’s then chief executive officer and member of the Company’s board of directors, tendered his resignation from the Board, and on the same date the sides reached a mutual understanding whereby Mr. Stefansky would step down as chief executive officer, effective March 1, 2020. On the same date, the Company and Mr. Hillel Scheinfeld, the Company’s then chief operating officer, reached a similar mutual understanding and agreed he would step down, also effective March 1, 2020. Effective March 1, 2020, Mr. Amihay Hadad was appointed as the Chief Executive Officer and Chief Financial Officer. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates in the Preparation of Consolidated Financial Statements | Use of estimates in the preparation of consolidated financial statements The financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In connection with the preparation of our financial statements, the Company is required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. |
Functional Currency | Functional currency The functional currency of the Company and its subsidiary is the US dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), balances denominated or linked to foreign currencies other than US dollar are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the Consolidated Statements of Comprehensive Loss, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are carried as financing income or expenses. |
Principles of Consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and cash equivalents The Group considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents. |
Property and Equipment | Property and equipment 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the statements of operations. 2. Rates of depreciation: % Computers 33 Furniture and office equipment 7-15 |
Impairment of Long-lived Assets | Impairment of long-lived assets The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. To date the Group did not incur any material impairment losses. |
Earnings Per Common Share | Earnings per Common Share Earnings or loss per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to ASC 260-10-45. Pursuant to ASC 260-10-45-10 through 260-10-45-16 Basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. |
Revenue Recognition | Revenue recognition The Company applies the provisions of Accounting Standards Codification (or “ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The Company adopted the provisions of ASC 606 effective January 1, 2018 using the modified retrospective application method for all uncompleted contracts as of that date. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements. In addition, the adoption of ASC 606 had no impact on the Company’s trade receivables, deferred revenues and accumulated deficit balances balance as of December 31, 2018 or on the Company’s revenues, cost of revenues or its operating expenses during 2018, compared to ASC 605. The Company generates revenues primarily by granting customers the right to access software products through the Company’s cloud-based SaaS subscription offerings. Under a SaaS subscription agreement, the customer receives a right to access the software for a specified period of time in an environment hosted, supported, and maintained by the Company. SaaS subscription services are a single performance obligation satisfied over time, and associated revenue is generally recognized ratably over the contract term once the software is made available to the customer. The SaaS subscription offerings are typically sold with one year subscription terms, generally invoiced in advance of each annual subscription period, and are non-cancelable during the committed subscription term. |
Research and Development Expenses, Net | Research and development expenses, net: Research and development expenses are charged to the statement of operations as incurred. |
Income Taxes | Income Taxes: The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, and (“ASC 740”). ASC 740 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and for carry forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. In addition, ASC 740 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The first step is to evaluate the tax position taken or expected to be taken in a tax return. This is done by determining if the weight of available evidence indicates that it is more-likely-than-not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. |
Contingencies | Contingencies The Group records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Recently Issued Accounting Pronouncements | Recently issued accounting pronouncements In August 2018, the FASB issued ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715- 20).” The guidance focuses on additional disclosure of reasons for significant gains and losses to changes in the benefit obligation for the period, in addition to removal and clarification of existing disclosures. The guidance will be effective for the Company’s fiscal year beginning January 1, 2021, on a retrospective basis. The Company is currently evaluating the potential effect of the adoption of ASU 2018-04 on our financial position and results of operations. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820).” The guidance focuses on modification of disclosures, which includes the consideration of costs and benefits. The guidance will be effective for the Company’s fiscal year beginning January 1, 2020, including interim periods within that year. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements. In June 2018, the FASB issued, ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718).” The guidance focuses on expansion of scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance will be effective for the Company’s fiscal year beginning January 1, 2019, including interim periods within that year. The Company is currently evaluating the potential effect of the adoption of ASU 2018-07 on our financial position and results of operations. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements. In January 2017, the FASB issued ASU No. 2019-10, “Intangibles—Goodwill and Other (Topic 350).” The new guidance reduces the complexity of goodwill impairment tests by no longer requiring entities to determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The guidance will be effective for the Company’s fiscal year beginning January 1, 2023, including interim periods within that year on a prospective basis. The Company is currently evaluating the potential effect of the adoption of ASU 2019-10 on our financial position and results of operations. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326).” The guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for the Company’s fiscal year beginning January 1, 2023, including interim periods within that year. The Company is currently evaluating the potential effect of the adoption of ASU 2019-10 on our financial position and results of operations. The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Rates of Depreciation | % Computers 33 Furniture and office equipment 7-15 |
Other Accounts Receivables (Tab
Other Accounts Receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Other Accounts Receivables Composition | Composition: As of As of 2019 2018 Government authorities $ 118 $ 78 Other 1 - $ 119 $ 78 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property And Equipment | |
Schedule of Property and Equipment Composition | Composition: As of As of 2019 2018 Cost: Computers and related equipment $ 34 $ 34 Office furniture and equipment 9 9 43 43 Accumulated depreciation 38 38 Net book value $ 5 $ 5 |
Other Accounts Payable and Ac_2
Other Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Shcedule of Other Accounts Payable and Accrued Liabilities | Composition: As of As of 2019 2018 Other payables and deferred revenues $ 91 $ 25 Accrued liabilities 149 - Other 6 - $ 246 $ 25 |
Temporary Equity and Stockhol_2
Temporary Equity and Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Outstanding Warrants | The following table summarizes information of outstanding warrants as of December 31, 2019: Warrants Warrant Term Exercise Price Exercisable Class G Warrants 142,857 April 2020 $ 4.20 142,857 Class H Warrants 50,000 January 2020 - March 2020 $ 2.10 50,000 Class I Warrants 38,095 January 2020 $ 2.10 38,095 Class J Warrants 3,649,318 July 2029 $ 0.48 3,649,318 Class K Warrants 3,649,318 July 2029 $ 0.80 3,649,318 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions Tables Abstract | |
Schedule of Related Party Transactions | Balances: December 31, December 31, 2019 2018 Algomizer – Parent Company Payable $ 1,611 $ 789 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenues [Abstract] | |
Schedule of Revenues | Year ended December 31, 2019 2018 Individual subscriptions 17 18 Enterprise subscriptions 191 234 208 252 |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Schedule of Research and Development Expenses | Year ended December 31, 2019 2018 Salaries and related expense 219 253 Others 14 5 233 258 |
Sales and Marketing Expenses (T
Sales and Marketing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Sales And Marketing Expenses | |
Schedule of Sales and Marketing Expenses | Year ended December 31, 2019 2018 Salaries and related expense 110 147 Others 147 33 257 180 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
General And Administrative Expenses | |
Schedule of General and Administrative Expenses | Year ended December 31, 2019 2018 Wages, salaries and related expenses 276 223 Professional fees 213 30 Depreciation 1 2 Recapitalization Transaction costs 112 - Other 118 62 720 317 |
Financing (Income) Expenses, Ne
Financing (Income) Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Financing Income Expenses Net | |
Schedule of Financing (Income) Expenses, Net | Year ended December 31, 2019 2018 Bank fees 3 2 Exchange rate differences 107 (22 ) Other financial income (12 ) 2 98 (18 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Income Taxes | As of As of 2019 2018 Deferred R&D expenses $ 239 $ 271 Operating loss carryforward 32,443 10,784 $ 32,682 $ 11,055 Net deferred tax asset before valuation allowance $ 7,149 $ 2,543 Valuation allowance (7,149 ) (2,543 ) Net deferred tax asset $ - $ - |
Schedule of Loss Before Taxes on Income | For the year ended December 31 2019 2018 USA $ 113 $ (9 ) Israel 989 569 $ 1,102 $ 560 |
Schedule of Reconciliation of Income Taxes | The following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax rate in Israel and tax incurred in income statement: For the year ended December 31 2019 2018 Net loss before tax on income $ 1,102 $ 560 Statutory tax rate 23 % 23 % Tax under statutory tax rate 253 129 Change in valuation allowance (238 ) (114 ) Taxes on income $ 15 $ 15 |
General (Details Narrative)
General (Details Narrative) $ / shares in Units, ₪ in Thousands, $ in Thousands | Jul. 25, 2019$ / sharesshares | Feb. 07, 2019shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 27, 2020USD ($) | Jan. 27, 2020ILS (₪) | Jun. 25, 2019 | Dec. 31, 2017USD ($) | ||
Due to related party | $ | $ 1,611 | $ 789 | ||||||||
Net loss | $ | (1,117) | (575) | ||||||||
Stockholders' deficit | $ | (1,693) | [1] | (721) | [1] | $ (395) | |||||
Negative cash flows from operations | $ | $ (135) | $ 30 | ||||||||
Convertible Notes Holders [Member] | ||||||||||
Number of stock issued | 3,434,889 | |||||||||
Viewbix Ltd [Member] | ||||||||||
Ownership percentage | 99.83% | |||||||||
Algomizer Ltd [Member] | ||||||||||
Number of stock issued | 20,281,085 | |||||||||
Warrants to purchase common stock | 7,298,636 | |||||||||
Algomizer Ltd [Member] | Warrant One [Member] | ||||||||||
Warrants to purchase common stock | 3,649,318 | |||||||||
Warrants exercise price | $ / shares | $ 0.48 | |||||||||
Algomizer Ltd [Member] | Warrant Two [Member] | ||||||||||
Warrants to purchase common stock | 3,649,318 | |||||||||
Warrants exercise price | $ / shares | $ 0.80 | |||||||||
Share Exchange Agreement [Member] | Viewbix Ltd [Member] | ||||||||||
Ownership percentage | 99.83% | |||||||||
Share Exchange Agreement [Member] | Algomizer Ltd [Member] | ||||||||||
Share issued and outstanding, percentage | 65.00% | |||||||||
Fully diluted share capital, percentage | 5.00% | |||||||||
Restricted Common Stock [Member] | Share Exchange Agreement [Member] | Algomizer Ltd [Member] | ||||||||||
Number of stock issued | 1,642,193 | |||||||||
Virtual Crypto Israel [Member] | ||||||||||
Due to related party | $ | $ 14,459 | |||||||||
Virtual Crypto Israel [Member] | NIS [Member] | ||||||||||
Due to related party | ₪ | ₪ 50,000 | |||||||||
[1] | The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Property and Equipment Rates of Depreciation (Details) | Dec. 31, 2019 |
Computers [Member] | |
Rates of depreciation | 33.00% |
Furniture And Office Equipment [Member] | Maximum [Member] | |
Rates of depreciation | 7.00% |
Furniture And Office Equipment [Member] | Minimum [Member] | |
Rates of depreciation | 15.00% |
Other Accounts Receivable - Sch
Other Accounts Receivable - Schedule of Other Accounts Receivables Composition (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Government authorities | $ 118 | $ 78 |
Other | 1 | |
Total | $ 119 | $ 78 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment Composition (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 43 | $ 43 |
Accumulated depreciation | 38 | 38 |
Property and equipment, net | 5 | 5 |
Computers and Related Equipment[Member] | ||
Property and equipment, gross | 34 | 34 |
Office Furniture and Equipment [Member] | ||
Property and equipment, gross | $ 9 | $ 9 |
Other Accounts Payable and Ac_3
Other Accounts Payable and Accrued Lliabilities - Shcedule of Other Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Other payables and deferred revenues | $ 91 | $ 25 |
Accrued liabilities | 149 | |
Other | 6 | |
Total other accounts payable and accrued liabilities | $ 246 | $ 25 |
Temporary Equity and Stockhol_3
Temporary Equity and Stockholders' Deficit (Details Narrative) - shares | 1 Months Ended | 12 Months Ended |
Jul. 31, 2019 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Common stock shares voting description | Common shares confer the right to participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, in distribution of dividends and to equally participate, on share basis, in distribution of excess of assets and funds from the Company and they shall not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights. | |
Preferred stock shares voting description | A preferred shareholder shall have one vote for each ordinary share that would have been received if preference shares had been converted into common shares. | |
Preferred shares conversion description | The preferred shares shall be automatically converted into ordinary shares if (a) the holders of at least (i) 67% (sixty seven percent) of the issued and outstanding Preferred C/C-1 shares. | |
Conversion of preferred stock into common shares | 16,199,520 | |
deemed to issued common shares | 20,281,085 | |
Shares exchange rate | 99.83% | |
Number of restricted common stock shares issued | 1,642,193 |
Temporary Equity and Stockhol_4
Temporary Equity and Stockholders' Deficit - Summary of Outstanding Warrants (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Class G Warrant [Member] | |
Warrants | 142,857 |
Warrant Term | April 2020 |
Warrant Exercise Price | $ / shares | $ 4.20 |
Warrant Exercisable | 142,857 |
Class H Warrant [Member] | |
Warrants | 50,000 |
Warrant Term | January 2020 - March 2020 |
Warrant Exercise Price | $ / shares | $ 2.10 |
Warrant Exercisable | 50,000 |
Class I Warrant [Member] | |
Warrants | 38,095 |
Warrant Term | January 2020 |
Warrant Exercise Price | $ / shares | $ 2.10 |
Warrant Exercisable | 38,095 |
Class J Warrant [Member] | |
Warrants | 3,649,318 |
Warrant Term | July 2029 |
Warrant Exercise Price | $ / shares | $ 0.48 |
Warrant Exercisable | 3,649,318 |
Class K Warrant [Member] | |
Warrants | 3,649,318 |
Warrant Term | July 2029 |
Warrant Exercise Price | $ / shares | $ 0.80 |
Warrant Exercisable | 3,649,318 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Due to related parties | $ 1,611 | $ 789 |
Employees [Member] | ||
Related party description | From November 2018 until the Closing Date, the employees that transferred from the Company to Algomizer dedicated half of their time to the Company's operations and correspondingly 50% of the costs to be incurred by Algomizer in respect of these employees are to be charged to the Company. |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Algomizer - Parent Company Payable | $ 1,611 | $ 789 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Tel Aviv District Court [Member] $ in Thousands | Apr. 30, 2017USD ($) |
Claiming of damages value | $ 100 |
Loss contingency description | The Company believes these claims to be unsubstantiated and wholly without merit and accordingly filed its response with the Tel Aviv Court in October of 2017. The dispute was initially heard by the Tel Aviv Court on February 13, 2020 and a supplemental hearing has been set for March 19, 2020. As of December 31, 2019, the Company's management, in consultation with its legal advisors, believes that their claim will be successful and should the plaintiff be successful, they will be awarded an insignificant amount and therefore no amount has been provided for in these financial statements. |
Revenues - Schedule of Revenues
Revenues - Schedule of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 208 | $ 252 |
Individual Subscriptions [Member] | ||
Revenues | 17 | 18 |
Enterprise Subscriptions [Member] | ||
Revenues | $ 191 | $ 234 |
Research and Development Expe_3
Research and Development Expenses - Schedule of Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Research and development | $ 233 | $ 258 |
Salaries and Related Expense [Member] | ||
Research and development | 219 | 253 |
Other [Member] | ||
Research and development | $ 14 | $ 5 |
Sales and Marketing Expenses -
Sales and Marketing Expenses - Schedule of Sales and Marketing Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Seles and marketing expenses | $ 257 | $ 180 |
Salaries and Related Expense [Member] | ||
Seles and marketing expenses | 110 | 147 |
Other [Member] | ||
Seles and marketing expenses | $ 147 | $ 33 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
General And Administrative Expenses | ||
Wages, salaries and related expenses | $ 276 | $ 223 |
Professional fees | 213 | 30 |
Depreciation | 1 | 2 |
Recapitalization Transaction costs | 112 | |
Other | 118 | 62 |
General and administrative expenses | $ 720 | $ 317 |
Financial (Income) Expenses, _2
Financial (Income) Expenses, net - Schedule of Financing (Income) Expenses, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Financial expenses (income) | $ 98 | $ (18) |
Bank Fees [Member] | ||
Financial expenses (income) | 3 | 2 |
Exchange Rate Differences [Member] | ||
Financial expenses (income) | 107 | (22) |
Other Financial Income [Member] | ||
Financial expenses (income) | $ (12) | $ 2 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax examination description | On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the "Act"), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. | |
Corporate tax rate | 21.00% | |
Deferred tax assets valuation allowance | $ 7,149 | $ 2,543 |
Operating loss carryforwards | $ 32,443 | 10,784 |
USA [Member] | ||
Income tax examination description | Net operating losses in the U.S. are available through 2035. | |
US [Member] | ||
Operating loss carryforwards | $ 18,378 | |
Virtual Crypto Israel [Member] | ||
Operating loss carryforwards | $ 1,229 | |
Viewbix Israel [Member] | ||
Operating loss carryforwards | $ 13,075 | |
Isreali Corporate Tax [Member] | ||
Corporate tax rate | 23.00% | 23.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred R&D expenses | $ 239 | $ 271 |
Operating loss carryforward | 32,443 | 10,784 |
Total | 32,682 | 11,055 |
Net deferred tax asset before valuation allowance | 7,149 | 2,543 |
Valuation allowance | (7,149) | (2,543) |
Net deferred tax asset |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total loss before taxes on income | $ (1,102) | $ (560) |
USA [Member] | ||
Total loss before taxes on income | 113 | (9) |
Israel [Member] | ||
Total loss before taxes on income | $ 1,102 | $ 560 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net loss before tax on income | $ (1,102) | $ (560) |
Taxes on income | 15 | 15 |
Israel [Member] | ||
Net loss before tax on income | $ 1,102 | $ 560 |
Statutory tax rate | 23.00% | 23.00% |
Tax under statutory tax rate | $ 253 | $ 129 |
Change in valuation allowance | (238) | (114) |
Taxes on income | $ 15 | $ 15 |