☑ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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84-1417774
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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18 East 16th Street, Suite 307, New York, NY
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10003
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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PAGE
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4
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4
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5
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6
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7
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9
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10
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20
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23
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24
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24
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25
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FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS
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PAGE
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|
5
|
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6
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|
7
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9
|
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10-19
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As of
September 30,
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As of
December 31,
|
|||||||||||
Note
|
2018 (Unaudited)
|
2017 (Audited)
|
||||||||||
ASSETS
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
38
|
525
|
||||||||||
Other accounts receivable and prepaid expenses
|
26
|
58
|
||||||||||
Total current assets
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64
|
583
|
||||||||||
TOTAL ASSETS
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64
|
583
|
||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||||||
Current liabilities
|
||||||||||||
Accrued expenses and other payables
|
144
|
53
|
||||||||||
Total current liabilities
|
144
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53
|
||||||||||
Long Term liabilities
|
||||||||||||
Derivative warrant liabilities
|
7B
|
169
|
428
|
|||||||||
Commitments and Contingencies
|
3
|
-
|
-
|
|||||||||
Total long term liabilities
|
169
|
428
|
||||||||||
Total Liabilities
|
313
|
481
|
||||||||||
Stockholders' equity
|
||||||||||||
Series A convertible preferred stock, $0.01 par value - authorized: 10,000,000 shares; issued and outstanding: 453 shares as of September 30, 2018 and December 31, 2017
|
(*
|
)
|
(*
|
)
|
||||||||
Series C convertible preferred stock, $0.01 par value - authorized: 250 shares; issued and outstanding: 250 shares as of September 30, 2018 and December 31, 2017
|
(*
|
)
|
(*
|
)
|
||||||||
Common stock, $0.01 par value - authorized: 51,000,000; issued and outstanding: 5,153,380 as of September 30, 2018 and December 31, 2017
|
52
|
52
|
||||||||||
Additional paid in capital
|
7
|
1,566
|
1,457
|
|||||||||
Accumulated deficit
|
(1,867
|
)
|
(1,407
|
)
|
||||||||
Total stockholders' equity
|
(249
|
)
|
102
|
|||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
64
|
583
|
Nine Months Ended September 30, 2018
(Unaudited)
|
Nine Months Ended September 30, 2017
(Unaudited)
|
Three Months Ended September 30, 2018
(Unaudited)
|
Three Months Ended September 30, 2017
(Unaudited)
|
|||||||||||||
Research and development expenses
|
189
|
224
|
60
|
78
|
||||||||||||
General and administrative
|
526
|
429
|
143
|
149
|
||||||||||||
Operating loss
|
715
|
653
|
203
|
227
|
||||||||||||
Finance Income (Expense)
|
255
|
5
|
95
|
-
|
||||||||||||
Net loss
|
460
|
648
|
108
|
227
|
||||||||||||
Net loss per share, basic and diluted (Note 6)
|
0.08
|
0.12
|
0.02
|
0.04
|
||||||||||||
Weighted average number of common stock used in calculation of net loss per share: | ||||||||||||||||
Basic and diluted
|
5,153,380
|
4,830,512
|
5,153,380
|
4,853,380
|
Common Stock
|
Preferred Stock A
|
Preferred Stock C
|
Additional
paid-in Capital
|
Accumulated
|
Total stockholders'
|
|||||||||||||||||||||||||||||||
Number of Shares
|
USD
|
Number
|
Amount
|
Number
|
Amount
|
(deficiency)
|
Equity
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2017
|
5,153,380
|
52
|
453
|
(*
|
)
|
250
|
(*
|
)
|
1,457
|
(1,407
|
)
|
102
|
||||||||||||||||||||||||
Share based compensation
|
109
|
109
|
||||||||||||||||||||||||||||||||||
Net loss
|
(460
|
)
|
(460
|
)
|
||||||||||||||||||||||||||||||||
Balance as of September 30, 2018
|
5,153,380
|
52
|
453
|
(*
|
)
|
250
|
(*
|
)
|
1,566
|
(1,867
|
)
|
(249
|
)
|
Common Stock
|
Preferred Stock A
|
Preferred Stock C
|
Additional
paid-in Capital
|
Accumulated
|
Total stockholders'
|
|||||||||||||||||||||||||||||||
Number of Shares
|
USD
|
Number
|
Amount
|
Number
|
Amount
|
(deficiency)
|
Equity
|
|||||||||||||||||||||||||||||
Balance as of June 30, 2018
|
5,153,380
|
52
|
453
|
(*
|
)
|
250
|
(*
|
)
|
1,570
|
(1,759
|
)
|
(137
|
)
|
|||||||||||||||||||||||
Share based compensation
|
(4
|
)
|
(4
|
)
|
||||||||||||||||||||||||||||||||
Net loss
|
(108
|
)
|
(108
|
)
|
||||||||||||||||||||||||||||||||
Balance as of September 30, 2018
|
5,153,380
|
52
|
453
|
(*
|
)
|
250
|
(*
|
)
|
1,566
|
(1,867
|
)
|
(249
|
)
|
Common Stock
|
Preferred
Stock A
|
Preferred Stock C
|
Additional
paid-in Capital
|
Accumulated
|
Total stockholders'
|
|||||||||||||||||||||||||||||||
Number of Shares
|
USD
|
Number
|
Amount
|
Number
|
Amount
|
(deficiency)
|
Equity
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2016
|
4,818,178
|
49
|
453
|
(*
|
)
|
1,129
|
(264
|
)
|
914
|
|||||||||||||||||||||||||||
Share based compensation
|
58
|
58
|
||||||||||||||||||||||||||||||||||
Exercised Option
|
35,202
|
(
|
*)
|
(*
|
)
|
|||||||||||||||||||||||||||||||
Net loss
|
(648
|
)
|
(648
|
)
|
||||||||||||||||||||||||||||||||
Balance as of September 30, 2017
|
4,853,380
|
49
|
453
|
(*
|
)
|
1,187
|
(912
|
)
|
(324
|
)
|
Common Stock
|
Preferred Stock A
|
Preferred Stock C
|
Additional
paid-in Capital
|
Accumulated
|
Total stockholders'
|
|||||||||||||||||||||||||||||||
Number of Shares
|
USD
|
Number
|
Amount
|
Number
|
Amount
|
(deficiency)
|
Equity
|
|||||||||||||||||||||||||||||
Balance as of June 30,2017
|
4,818,178
|
49
|
453
|
(*
|
)
|
1,176
|
(685
|
)
|
540
|
|||||||||||||||||||||||||||
Share based compensation
|
11
|
11
|
||||||||||||||||||||||||||||||||||
Exercised Option
|
35,202
|
(
|
*)
|
(*
|
)
|
|||||||||||||||||||||||||||||||
Net loss
|
(227
|
)
|
(227
|
)
|
||||||||||||||||||||||||||||||||
Balance as of September 30, 2017
|
5,151,243
|
49
|
453
|
(*
|
)
|
1,187
|
(912
|
)
|
(324
|
)
|
Nine Months Ended September 30, 2018
|
Nine Months Ended September 30, 2017
|
Three Months Ended September 30, 2018
|
Three Months Ended September 30, 2017
|
|||||||||||||
Net cash used in operating activities
|
||||||||||||||||
Net Loss
|
(460
|
)
|
(648
|
)
|
(108
|
)
|
(227
|
)
|
||||||||
Share based compensation expenses
|
109
|
58
|
(4
|
)
|
11
|
|||||||||||
Decrease in other accounts receivable and prepaid expenses
|
32
|
35
|
7
|
10
|
||||||||||||
Decrease (increase) in accrued expenses and other payables
|
91
|
(7
|
)
|
91
|
(4
|
)
|
||||||||||
Change in the fair value of derivative warrant liability
|
(259
|
)
|
-
|
(96
|
)
|
-
|
||||||||||
Net cash used in operating activities
|
(487
|
)
|
(562
|
)
|
(110
|
)
|
(210
|
)
|
||||||||
(Decrease) in cash and cash equivalents
|
(487
|
)
|
(562
|
)
|
(110
|
)
|
(210
|
)
|
||||||||
Cash and cash equivalents at the beginning of the period
|
525
|
907
|
148
|
555
|
||||||||||||
Cash and cash equivalents at the end of the period
|
38
|
345
|
38
|
345
|
A.
|
New York Global Innovations Inc. (the "Predecessor Company") was originally incorporated under the laws of the State of Nevada, on April 22, 1997. On July 8, 2003, the Predecessor Company effected a reincorporation from Nevada to Delaware through a merger with and into its wholly-owned subsidiary, Inksure Technologies (Delaware) Inc., which was incorporated on September 30, 2003. The surviving corporation in the merger was Inksure Technologies (Delaware) Inc., which thereupon renamed itself Inksure Technologies Inc. In 2014, following the sale of its assets to Spectra Systems Corporation, the Predecessor Company changed its name to New York Global Innovations Inc.
On August 23, 2016, the Predecessor Company consummated an agreement and plan of merger (the “Merger Agreement”) with Artemis Pharma Inc. (formerly, Artemis Therapeutics Inc.), a Delaware corporation (“Artemis”). Pursuant to the terms of the Merger Agreement, in exchange for the outstanding shares of Artemis, the Company issued to Artemis stockholders a total of 460,000 shares (as adjusted to reflect the reverse stock split) of the Predecessor Company's common stock and series B convertible preferred stock convertible into 3,426,384 shares (as adjusted to reflect the reverse stock split) (the “Merger”). All series B preferred shares were converted to common shares prior to December 31, 2016. Immediately following the consummation of the Merger Agreement, Artemis stockholders owned approximately 82% of the Company’s common stock, on a fully diluted basis. Following the issuance and sale of the Company’s Series A Preferred Stock and common stock to an investor, ownership was reduced, after which Artemis stockholders owned approximately 70% of the Company’s common stock, on a fully diluted basis. (refer to note 7).
As a result of the Merger, Artemis became a wholly owned subsidiary of the Company. Artemis’ fiscal year end is December 31.
|
B.
|
Establishment of Artemis (the "accounting acquirer"):
|
A.
|
Unaudited Interim Financial Statements
|
C. |
Recent Accounting Standards (Cont.):
|
A. |
Tax rates applicable to the income
|
B. |
Deferred income taxes
|
As of September 30, 2018
|
As of December 31, 2017
|
|||||||
Deferred tax assets:
|
||||||||
Deferred taxes due to carryforward losses
|
2,853
|
2,763
|
||||||
Valuation allowance
|
(2,853
|
)
|
(2,763
|
)
|
||||
Net deferred tax asset
|
-
|
-
|
As of September 30, 2018
|
As of December 31, 2017
|
|||||||
Israel
|
4,795
|
4,762
|
||||||
United States (*)
|
9,149
|
8,633
|
||||||
13,944
|
13,395
|
ISSUANCE DATE
|
|
NUMBER OF WARRANTS OUTSTANDING as September 30, 2018
|
|
|
EXERCISE PRICE
|
|
|
EXERCISABLE THROUGH
|
||
|
|
|
|
|
|
|
|
|
||
October 2017 *
|
275,000
|
$
|
2.00
|
October 2022
|
||||||
|
Nine Months
Ended
September 30, 2018
|
Nine Months
Ended
September 30, 2017
|
Three Months
Ended
September 30, 2018
|
Three Months
Ended
September 30, 2017
|
||||||||||||
Net loss available to stockholders of the company
|
(460
|
)
|
(648
|
)
|
(108
|
)
|
(227
|
)
|
||||||||
Net loss attributable to stockholders of preferred shares
|
69
|
77
|
16
|
27
|
||||||||||||
|
||||||||||||||||
Net loss used in the calculation of basic loss per share
|
(391
|
)
|
(571
|
)
|
(92
|
)
|
(200
|
)
|
||||||||
|
||||||||||||||||
Net loss per share
|
0.08
|
0.12
|
0.02
|
0.04
|
||||||||||||
|
||||||||||||||||
Weighted average number of common stock used in the calculation of net loss per share
|
5,153,380
|
4,830,512
|
5,153,380
|
4,853,380
|
For the Nine months ended
September 30, 2018
|
||||||||||||
Number of stock options
|
Weighted average exercise price
|
Aggregate intrinsic value
|
||||||||||
Outstanding at beginning of period
|
334,168
|
0.95
|
||||||||||
Granted
|
98,528
|
1.30
|
||||||||||
Exercised
|
-
|
-
|
||||||||||
Cancelled
|
181,980
|
1.30
|
||||||||||
Outstanding at end of period
|
250,716
|
0.83
|
63,154
|
|||||||||
Options exercisable at period end
|
209,049
|
0.74
|
63,154
|
Exercise price
|
Stock options outstanding as of
September 30,
|
Weighted average remaining
contractual life – years as of
September 30,
|
Stock options exercisable as of
September 30,
|
|||||||||||
$ |
2018
|
2018 | 2018 | |||||||||||
0.01
|
91,528
|
7.9
|
91,528
|
|||||||||||
1.30
|
60,660
|
0.17
|
60,660
|
|||||||||||
1.30
|
98,528
|
9.46
|
56,861
|
|||||||||||
0.83
|
250,716
|
6.64
|
209,049
|
PART II.
|
OTHER INFORMATION
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
|
|
|
|
|
|
101.1
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements of Comprehensive Loss, (iii) the Interim Condensed Statements of Shareholders Equity, (iv) the Interim Condensed Consolidated Statements of Cash Flows and (v) related notes to these financial statements, tagged as blocks of text and in detail.*
|
|
ARTEMIS THERAPEUTICS, INC.
|
|
|
|
|
Dated: November 13, 2018
|
By:
|
/s/ Chanan Morris
|
|
|
Chanan Morris
|
|
|
Chief Financial Officer
|
|
|
(Principal Executive Officer, Principal Financial and Accounting Officer)
|
Date: November 13, 2018
|
/s/ Chanan Morris
|
|
|
|
By: Chanan Morris, Chief Financial Officer
(Principal Executive Officer, Principal Financial and Accounting Officer)
|
|
(i)
|
That the Quarterly Report for the fiscal quarter ended September 30, 2018 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: November 13, 2018
|
/s/ Chanan Morris
|
|
|
|
By: Chanan Morris, Chief Financial Officer
(Principal Executive Officer, Principal Financial and Accounting Officer)
|
|
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Nov. 08, 2018 |
|
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | Artemis Therapeutics, Inc. | |
Entity Central Index Key | 0001062128 | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 5,153,380 |
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 51,000,000 | 51,000,000 |
Common stock, shares issued | 5,153,380 | 5,153,380 |
Common stock, shares outstanding | 5,153,380 | 5,153,380 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 453 | 453 |
Preferred stock, shares outstanding | 453 | 453 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 250 | 250 |
Preferred stock, shares issued | 250 | 250 |
Preferred stock, shares outstanding | 250 | 250 |
Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Income Statement [Abstract] | ||||
Research and development expenses | $ 60 | $ 78 | $ 189 | $ 224 |
General and administrative | 143 | 149 | 526 | 429 |
Operating loss | 203 | 227 | 715 | 653 |
Finance Income (Expense) | 95 | 255 | 5 | |
Net loss | $ 108 | $ 227 | $ 460 | $ 648 |
Net loss per share, basic and diluted | $ 0.02 | $ 0.04 | $ 0.08 | $ 0.12 |
Weighted average number of common stock used in calculation of net loss per share: Basic and diluted | 5,153,380 | 4,853,380 | 5,153,380 | 4,830,512 |
Interim Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands |
Common Stock [Member] |
Preferred Stock A [Member] |
Preferred Stock C [Member] |
Additional paid- in capital [Member] |
Accumulated (deficiency) [Member] |
Total |
|||||
---|---|---|---|---|---|---|---|---|---|---|---|
Balance at Dec. 31, 2016 | $ 49 | [1] | $ 1,129 | $ (264) | $ 914 | ||||||
Balance, shares at Dec. 31, 2016 | 4,818,178 | 453 | |||||||||
Share based compensation | 58 | 58 | |||||||||
Exercised Option | [1] | ||||||||||
Exercised Option, shares | 35,202 | ||||||||||
Net loss | (648) | (648) | |||||||||
Balance at Sep. 30, 2017 | $ 49 | [1] | 1,187 | (912) | (324) | ||||||
Balance, shares at Sep. 30, 2017 | 5,151,243 | 453 | |||||||||
Balance at Jun. 30, 2017 | $ 49 | [1] | 1,176 | (685) | 540 | ||||||
Balance, shares at Jun. 30, 2017 | 4,818,178 | 453 | |||||||||
Share based compensation | 11 | 11 | |||||||||
Exercised Option | [1] | ||||||||||
Exercised Option, shares | 35,202 | ||||||||||
Net loss | (227) | (227) | |||||||||
Balance at Sep. 30, 2017 | $ 49 | [1] | 1,187 | (912) | (324) | ||||||
Balance, shares at Sep. 30, 2017 | 5,151,243 | 453 | |||||||||
Balance at Dec. 31, 2017 | $ 52 | [1] | [1] | 1,457 | (1,407) | $ 102 | |||||
Balance, shares at Dec. 31, 2017 | 5,153,380 | 453 | 250 | 5,153,380 | |||||||
Share based compensation | 109 | $ 109 | |||||||||
Exercised Option, shares | |||||||||||
Net loss | (460) | $ (460) | |||||||||
Balance at Sep. 30, 2018 | $ 52 | [1] | [1] | 1,566 | (1,867) | $ (249) | |||||
Balance, shares at Sep. 30, 2018 | 5,153,380 | 453 | 250 | 5,153,380 | |||||||
Balance at Jun. 30, 2018 | $ 52 | [1] | [1] | 1,570 | (1,759) | $ (137) | |||||
Balance, shares at Jun. 30, 2018 | 5,153,380 | 453 | 250 | ||||||||
Share based compensation | (4) | (4) | |||||||||
Net loss | (108) | (108) | |||||||||
Balance at Sep. 30, 2018 | $ 52 | [1] | [1] | $ 1,566 | $ (1,867) | $ (249) | |||||
Balance, shares at Sep. 30, 2018 | 5,153,380 | 453 | 250 | 5,153,380 | |||||||
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Interim Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
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Net cash used in operating activities | ||||
Net loss | $ (108) | $ (227) | $ (460) | $ (648) |
Share based compensation expenses | (4) | 11 | 109 | 58 |
Decrease in other accounts receivable and prepaid expenses | 7 | 10 | 32 | 35 |
Decrease (increase) in accrued expenses and other payables | 91 | (4) | 91 | (7) |
Change in the fair value of derivative warrant liability | (96) | (259) | ||
Net cash used in operating activities | (110) | (210) | (487) | (562) |
(Decrease) in cash and cash equivalents | (110) | (210) | (487) | (562) |
Cash and cash equivalents at the beginning of the period | 148 | 555 | 525 | 907 |
Cash and cash equivalents at the end of the period | $ 38 | $ 345 | $ 38 | $ 345 |
GENERAL |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
GENERAL | NOTE 1 - GENERAL
The Merger between the Predecessor Company and Artemis was accounted for as a reverse recapitalization and, as a result of the Merger, the Predecessor Company ceased to be a shell company. As the stockholders of Artemis received the largest ownership interest in the Predecessor Company, Artemis was determined to be the "accounting acquirer" in the reverse acquisition. As a result, the historical financial statements of the Predecessor Company were replaced with the historical financial statements of Artemis. Following the Merger, the Predecessor Company and its subsidiary, Artemis, are collectively referred to as the "Company".
Artemis was incorporated in the State of Delaware on April 19, 2016. Artemis is engaged in the development of agents for the prevention and treatment of severe and potentially life-threatening infectious diseases. Artemis’s lead product candidate, Artemisone, is a clinical-stage synthetic artemisinin derivative with antiviral and antiparasitic properties. Artemis expects to advance Artemisone initially as an antiviral agent to address unmet clinical needs in the growing population of immunocompromised patients infected with human cytomegalovirus (HCMV), and other related clinical indications.
On May 31, 2016, Artemis entered into a license agreement with Hadasit Medical Research Services & Development Ltd. (“Hadasit”), and Hong Kong University of Science and Technology R and D Corporation Limited (“RDC”), pursuant to which Artemis acquired a worldwide, royalty-bearing license to make any and all use of certain patents and know-how owned by the Hadasit and RDC relating to Artemisone. Artemis will rely primarily on the license agreement with respect to the development of Artemisone, its lead product candidate.
Going Concern:
To date, Artemis has not generated revenues from its activities and has incurred substantial operating losses. Management expects Artemis to continue to generate substantial operating losses and to continue to fund its operations primarily 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.
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SIGNIFICANT ACCOUNTING POLICIES |
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Significant Accounting Policies | |||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Operating results for the three and nine months ended September 30, 2018, are not necessarily indicative of the results that may be expected for the year ended December 31, 2018.
B. Significant Accounting Policies
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.
C. Recent Accounting Standards:
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of the promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective with respect to the Company beginning in the first quarter of 2018; early adoption is prohibited. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet generated revenues to date, therefore the standard had no impact on its consolidated financial statements at transition date.
In February 2016, the FASB issued a new lease accounting standard requiring the recognition of lease assets and liabilities on the balance sheet. This standard is effective beginning in the first quarter of 2019; early adoption is permitted. To date, the Company is not engaged in lease agreements and accordingly does not expect the standard to have a material impact on its financial statements.
In May 2017, the FASB issued Accounting Standards Update (“ASU”) 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 became effective on January 1, 2018. The adoption of the standard did not have a material impact on the Company’s financial statements.
In July 2017, the FASB issued ASU 2017-11, which includes Part I “Accounting for Certain Financial Instruments with Down Round Features” and Part II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests With a Scope Exception”. The ASU makes limited changes to the Board’s guidance on classifying certain financial instruments as either liabilities or equity. The ASU’s objective is to improve (1) the accounting for instruments with “down-round” provisions and (2) the readability of the guidance in ASC 480 on distinguishing liabilities from equity by replacing the indefinite deferral of certain pending content with scope exceptions. This standard is effective beginning in the first quarter of 2019; early adoption is permitted. The Company has derivative warranty liabilities as discussed in Note 7B which upon adoption of the new standard are expected to be classified as equity.
In June 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, “Compensation - Stock Compensation,” (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, “Equity - Equity-Based Payments to Non-Employees.” The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, “Revenue from Contracts with Customers.” The Company is assessing ASU 2018-07 and does not expect it to have a material impact on its financial statements. |
COMMITMENTS AND CONTINGENCIES |
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Sep. 30, 2018 | |
Commitments And Contingencies | |
COMMITMENTS AND CONTINGENCIES | NOTE 3 - COMMITMENTS AND CONTINGENCIES
Agreement with Hadasit and RDC
On May 31, 2016, Artemis entered into the License Agreement with Hadasit and RDC, pursuant to which Artemis acquired a worldwide, royalty-bearing license based on net sales to make any and all use of certain patents and know-how owned by Hadasit and RDC relating to Artemisone. Artemis will rely primarily on the License Agreement with respect to the development of Artemisone, its lead product candidate.
In addition, Artemis agreed to certain development milestones, including the completion of Chemistry, Manufacturing and Controls (CMC) development and manufacturing for Phase I by the fourth quarter of 2017, completion of a Phase I study by the fourth quarter of 2019, completion of Phase IIa by the fourth quarter of 2022, and the first regulatory submission by the fourth quarter of 2027. Additionally, Artemis agreed to certain investment milestones, including the requirement to obtain financing of not less than $700,000 within seven months of the closing of the Merger on August 23, 2016 (such time, the “Effective Time”), $1 million within 12 months of the Effective Time and $2 million within 24 months of the Effective Time. In the event that Artemis fails to meet development or investment milestones as set forth in the License Agreement, Hadasit has the right to terminate the License Agreement. Artemis has regular communication with representatives from Hadasit and, to date, the Company has received no notices from Hadasit or RDC about its development progress or the investment milestones and no indication that Hadasit or RDC intend to terminate the License Agreement for non-compliance. To date, the Company has not met the development and financing milestones set forth in the License Agreement. The Company has had discussions with Hadasit relating to amending the development and financial milestones set forth in the License Agreement but there are no guarantees that the Company will be successful in amending the License Agreement.
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INCOME TAX | NOTE 4 - INCOME TAX
U.S. corporate tax
The maximum statutory federal tax rate in the U.S. in 2017 and 2016 is 35%. The Company is not subject to current federal taxes, as it has incurred losses in 2016 and 2017.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law in the United States. The Tax Act, among other provisions, introduces changes in the U.S corporate tax rate, business related deductions and credits, and has international tax consequences for companies that operate globally. Most of the changes introduced in the Tax Act are effective beginning on January 1, 2018. As a result of the tax act the maximum statutory federal tax rate was reduced to 21% starting on January 1, 2018.
Israel corporate tax
The Company's subsidiary in Israel is subject to income tax at a regular corporate tax of 23% in 2018 and 24% in 2017.
In December 2016, legislation to amend the corporate income tax law was published. The legislation determined a decrease of the corporate income tax law as of January 1, 2017 to 24% (1% decrease) and as of January 1, 2018 to 23% (additional 1% decrease).
As the Company is still in its development stage and has not yet generated revenues, 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.
C. Tax loss carry-forwards
Net operating loss carry-forwards as of September 30, 2018 and December 31, 2017 are as follows:
Net operating losses in Israel may be carried forward indefinitely. Net operating losses in the U.S. are available through 2027.
(*) 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, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.
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WARRANTS ISSUED TO INVESTORS |
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WARRANTS ISSUED TO INVESTORS | NOTE 5 – WARRANTS ISSUED TO INVESTORS
The Company issued warrants to purchase common stock to investors. The below table lists these warrants and their material terms.
* Warrants issued in connection with the October 2017 financing and which contain a full ratchet anti-dilution price protection (See note 7B).
In connection with historic financings, New York Global Innovations Inc. issued 43,069 warrants in January 2010 ,which expired in April 2018.
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Computation of Net Loss per Share |
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Computation of Net Loss per Share | NOTE 6 - Computation of Net Loss per Share
The loss and weighted average number of common stock used in the calculation of basic loss per share are as follows (in thousands, except share and per share data):
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STOCK CAPITAL |
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STOCK CAPITAL | NOTE 7 - STOCK CAPITAL
A. Stockholders Rights:
Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of stockholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company.
The Series A convertible preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis, and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any common stock.
In December 2016, all Series B convertible preferred shares were converted into shares of common stock.
The Series C convertible preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis. The shares of Series C convertible preferred stock have the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any other securities.
B. Issuance of Shares:
On August 19, 2016 and prior to consummation of the merger, Artemis issued 524 shares of common stock (221,307 shares as adjusted to reflect the reverse recapitalization and reverse stock split) for an aggregate purchase price of $127, which was received in October 2016.
In August 2016, immediately upon consummation of the Merger, the Company issued 68,321 shares of the Company’s common stock, as well as 453 shares of the Company’s newly designated Series A Convertible Preferred Stock convertible into 658,498 shares of common stock, to an investor for an aggregate purchase price of $481,000 (net of issuance expenses). These shares have anti-dilution protection for a period of twenty four months. The anti-dilution protection has not been triggered through the date of these financial statements. In addition, the investor within a 24-month period may purchase up to an additional 100% of its preferred A shares at 120% of the per share purchase price paid in August 2016. This additional purchase option was recorded in equity.
In October 2017, the Company issued 300,000 shares of the Company’s common stock, warrants to purchase 275,000 shares of common stock, as well as 250 shares newly designated Series C Convertible Preferred Stock to investors for an aggregate purchase price of $550,000 less issuance expenses. Each share of Series C Convertible Preferred Stock is convertible into 1,000 shares of common stock, subject to adjustments in the event of future financing at a price of less than the conversion price. Preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis. The holders of shares of Series C Convertible Preferred Stock have the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any other securities.
The warrants to purchase 275,000 shares of common stock contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any common stock or securities convertible into common stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise price will be reset to the lower common stock sales price.
As such anti-dilution price protection does not meet the specific conditions for equity classification the Company is required to classify the fair value of these warrants as a liability, with changes in fair value to be recorded as finance income (loss). The estimated fair value of our warrant liability at the date of issuance was approximately $319. The Company recorded finance income of $259 at September 30, 2018 and a finance expense of $109 at December 31, 2017 in respect of the change in the fair value of these warrants.
The Company uses the Black-Scholes valuation model to estimate fair value of these warrants. In using this model, the Company makes certain assumptions about risk-free interest rates, dividend yields, volatility, expected term of the warrants and other assumptions. Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend yields are based on our historical dividend payments, which have been zero to date. Volatility is estimated from the historical volatility of our common stock as traded on Nasdaq. The expected term of the warrants is based on the time to expiration of the warrants from the date of measurement.
In accordance with ASC-820-10-50-2(g), the Company has performed a sensitivity analysis of the derivative warrant liabilities of the Company which are classified as level 2 financial instruments. The Company recalculated the value of warrants by applying a +/- 5% changes to the input variables in the Black-Scholes model that vary over time, namely, the volatility and the stock price. A 5.0% decrease or increase in volatility would not cause a material change in the value of the warrants. A 5.0% decrease or increase in the stock price would not have materially changed the value of the warrants; the value of the warrants is not strongly correlated with small changes in interest rates.
C. Reverse Stock Split:
On December 16, 2016, the Company effected a one-for-fifty (1:50) reverse stock split of its issued and outstanding shares of common stock. Share data included in these financial statements is retroactively adjusted as if the reverse stock split had occurred at the beginning of the earliest period presented.
D. Options issued to employees and consultants:
On August 22, 2016, the Company granted 126,730 stock options to consultants. Each stock option is exercisable into a share of the Company’s common stock of and expires no later than 10 years from the date of grant.
One third of the options vested on the grant date, and one third of the options vest upon the first and second anniversaries of the grant date, with the option becoming fully vested on August 22, 2018. As a result, the Company recognized for the period ended September 30, 2018 compensation expenses in the amount of $13, included in Research and Development Expenses. 35,202 of these options were exercised in July 2017.
On August 1, 2017, the Company granted 242,640 stock options to the Company’s CEO. These options are subject to a 48 month vesting period whereby 5,055 options were vested on September 1, 2017 and 5,055 options become vested on the first day of each following month assuming the employment agreement has not been terminated. In addition, on March 15, 2018 the Company granted 48,528 stock options to the Company’s CEO and 50,000 stock options to the Company’s CFO. Each stock option is exercisable into a share of the Company’s common stock. The options granted to the CEO on March 15, 2018 vested on the grant date and the options granted to the CFO will vest over a 48-month period beginning February 1, 2018. These options will expire on March 15, 2028. As a result, the Company recognized for the period ended September 30, 2018 compensation expenses in the amount of $60 included in General & Administrative Expenses.
Upon termination of the CEO’s employment agreement any of the then unvested options, which were granted on August 1, 2017, expire immediately. All vested options may be exercised for a period of 90 days from the termination of the agreement.
As previously disclosed, on August 10, 2018, Brian Culley, the Company’s former Chief Executive Officer, resigned from his position as Chief Executive Officer of the Company, effective 60 days after such notice as provided in his employment agreement.
A summary of the Company's option activity and related information is found below.
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 stock on September 30, 2018, 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 September 30, 2018, have been separated into exercise price, as follows:
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Subsequent Events |
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Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 - SUBSEQUENT EVENTS
In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events through the date the condensed consolidated financial statements were issued. The Company concluded that no subsequent events have occurred that would require recognition or disclosure in the condensed consolidated financial statements.
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SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Significant Accounting Policies Policy Abstract | |||
Unaudited Interim Financial Statements |
The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Operating results for the three and nine months ended September 30, 2018, are not necessarily indicative of the results that may be expected for the year ended December 31, 2018.
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Significant Accounting Policies | B. Significant Accounting Policies
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.
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Recent Accounting Standards | C. Recent Accounting Standards:
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of the promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective with respect to the Company beginning in the first quarter of 2018; early adoption is prohibited. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet generated revenues to date, therefore the standard had no impact on its consolidated financial statements at transition date.
In February 2016, the FASB issued a new lease accounting standard requiring the recognition of lease assets and liabilities on the balance sheet. This standard is effective beginning in the first quarter of 2019; early adoption is permitted. To date, the Company is not engaged in lease agreements and accordingly does not expect the standard to have a material impact on its financial statements.
In May 2017, the FASB issued Accounting Standards Update (“ASU”) 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 became effective on January 1, 2018. The adoption of the standard did not have a material impact on the Company’s financial statements.
In July 2017, the FASB issued ASU 2017-11, which includes Part I “Accounting for Certain Financial Instruments with Down Round Features” and Part II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests With a Scope Exception”. The ASU makes limited changes to the Board’s guidance on classifying certain financial instruments as either liabilities or equity. The ASU’s objective is to improve (1) the accounting for instruments with “down-round” provisions and (2) the readability of the guidance in ASC 480 on distinguishing liabilities from equity by replacing the indefinite deferral of certain pending content with scope exceptions. This standard is effective beginning in the first quarter of 2019; early adoption is permitted. The Company has derivative warranty liabilities as discussed in Note 7B which upon adoption of the new standard are expected to be classified as equity.
In June 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, “Compensation - Stock Compensation,” (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, “Equity - Equity-Based Payments to Non-Employees.” The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, “Revenue from Contracts with Customers.” The Company is assessing ASU 2018-07 and does not expect it to have a material impact on its financial statements. |
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Income Tax Tables Abstract | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Income Taxes | As the Company is still in its development stage and has not yet generated revenues, 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.
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Schedule of Net Operating Loss Carryfowards |
Net operating loss carry-forwards as of September 30, 2018 and December 31, 2017 are as follows:
Net operating losses in Israel may be carried forward indefinitely. Net operating losses in the U.S. are available through 2027.
(*) 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, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.
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WARRANTS ISSUED TO INVESTORS (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants Issued To Investors Tables Abstract | |||||||||||||||||||||||||||||||||||||||||||||
Schedule of Warrants | The Company issued warrants to purchase common stock to investors. The below table lists these warrants and their material terms.
* Warrants issued in connection with the October 2017 financing and which contain a full ratchet anti-dilution price protection (See note 7B).
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Computation of Net Loss per Share (Tables) |
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Computation Of Net Loss Per Share Tables Abstract | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Calculation Basic Loss Per Share | The loss and weighted average number of common stock used in the calculation of basic loss per share are as follows (in thousands, except share and per share data):
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STOCK CAPITAL (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Stock Capital Tables Abstract | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Stock Option Activity | A summary of the Company's option activity and related information is found below.
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Summary of Stock Options Exercise price | The stock options outstanding as of September 30, 2018, have been separated into exercise price, as follows:
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GENERAL (Details) - Artemis [Member] |
1 Months Ended |
---|---|
Aug. 23, 2016
shares
| |
Shares issued in merger agreement | 460,000 |
Series B Preferred Stock [Member] | |
Number of shares issued upon conversion | 3,426,384 |
Ownership percentage | 82.00% |
Series A Preferred Stock [Member] | |
Ownership percentage | 70.00% |
COMMITMENTS AND CONTINGENCIES (Details) |
May 31, 2016
USD ($)
|
---|---|
Within 7 Months of Closing [Member] | |
Required financing amount | $ 700,000 |
Within 12 Months of Effective Time [Member] | |
Required financing amount | 1,000,000 |
Within 24 Months of Effective Time [Member] | |
Required financing amount | $ 2,000,000 |
INCOME TAX (Narrative) (Details) |
1 Months Ended | 9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Dec. 22, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
United States [Member] | |||||
Statutory tax rate | 35.00% | 35.00% | |||
Net operating loss carryforwards, expiration date | Dec. 31, 2027 | ||||
United States [Member] | Minimum [Member] | |||||
Statutory tax rate | 21.00% | ||||
Israel [Member] | |||||
Statutory tax rate | 23.00% | 24.00% |
INCOME TAX (Schedule of Deferred Income Taxes) (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Deferred tax assets: | ||
Deferred taxes due to carryforward losses | $ 2,853 | $ 2,763 |
Valuation allowance | (2,853) | (2,763) |
Net deferred tax asset |
INCOME TAX (Schedule of Net Operating Loss Carryforwards) (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
||
---|---|---|---|---|
Net operating loss carryforwards | $ 13,944 | $ 13,395 | ||
Israel [Member] | ||||
Net operating loss carryforwards | 4,795 | 4,762 | ||
United States [Member] | ||||
Net operating loss carryforwards | [1] | $ 9,149 | $ 8,633 | |
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WARRANTS ISSUED TO INVESTORS (Details) |
9 Months Ended | |||
---|---|---|---|---|
Sep. 30, 2018
$ / shares
shares
| ||||
Stock options issued | ||||
October 2017 [Member] | ||||
Number of warrants | 275,000 | [1] | ||
Exercise price | $ / shares | $ 2.00 | [1] | ||
Exercisable through | Oct. 30, 2022 | [1] | ||
January 2010 [Member] | ||||
Exercisable through | Apr. 30, 2018 | |||
Stock options issued | 43,069 | |||
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Computation of Net Loss per Share (Schedule of Calculation of Basic Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
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Computation Of Net Loss Per Share Schedule Of Calculation Of Basic Loss Per Share | ||||
Net loss available to shareholders of the company | $ (108) | $ (227) | $ (460) | $ (648) |
Net loss attributable to shareholders of preferred shares | 16 | 27 | 69 | 77 |
Net loss used in the calculation of basic loss per share | $ (92) | $ (200) | $ (391) | $ (571) |
Net loss per share | $ 0.02 | $ 0.04 | $ 0.08 | $ 0.12 |
Weighted average number of common stock used in the calculation of net loss per share | 5,153,380 | 4,853,380 | 5,153,380 | 4,830,512 |
STOCK CAPITAL (Narrative) (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 15, 2018 |
Sep. 01, 2017 |
Aug. 01, 2017 |
Oct. 31, 2017 |
Jul. 31, 2017 |
Aug. 31, 2016 |
Aug. 22, 2016 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Issuance of shares | $ 550 | $ 127 | |||||||||
Issuance of shares, shares | 300,000 | 524 | |||||||||
Warrants issued | 275,000 | ||||||||||
Reverse stock split | one-for-fifty | ||||||||||
Stock options granted | 126,730 | 98,528 | |||||||||
Expires Period | 10 years | ||||||||||
Vested Description | <p style="margin: 0">One third of the options vested on the grant date, and one third of the options vest upon the first and second anniversaries of the grant date, with the option becoming fully vested on August 22, 2018.</p> | ||||||||||
Stock Compensation expenses | $ 13 | $ (4) | $ 11 | $ 109 | $ 58 | ||||||
Fair value of warrant | 319 | ||||||||||
Finance expense on warrant | 259 | ||||||||||
Finance income on warrant | 109 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Stock options granted | 48,528 | 242,640 | |||||||||
Stock Compensation expenses | $ 60 | ||||||||||
Vesting period | 48 months | ||||||||||
Vesting options | 5,055 | ||||||||||
Chief Financial Officer [Member] | |||||||||||
Stock options granted | 50,000 | ||||||||||
Expires Date | Mar. 15, 2028 | ||||||||||
Vesting period | 48 months | ||||||||||
Research and Development Expense [Member] | |||||||||||
Stock Compensation expenses | $ 35,202 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Issuance of shares | $ 453 | ||||||||||
Issuance of shares, shares | 658,498 | ||||||||||
Additional percentage of shares that can be purchased | 100.00% | ||||||||||
Additional shares, percentage of per share purchase price | 120.00% | ||||||||||
Common Stock [Member] | |||||||||||
Issuance of shares | $ 481 | ||||||||||
Issuance of shares, shares | 250 | 68,321 | |||||||||
Series C Preferred Stock [Member] | |||||||||||
Number of shares issued upon conversion | 1,000 | ||||||||||
Adjustment [Member] | |||||||||||
Issuance of shares, shares | 221,307 |
STOCK CAPITAL (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | 9 Months Ended |
---|---|---|
Aug. 22, 2016 |
Sep. 30, 2018 |
|
Number of stock options | ||
Outstanding at beginning of period | 334,168 | |
Granted | 126,730 | 98,528 |
Exercised | ||
Cancelled | 181,980 | |
Outstanding at end of period | 250,716 | |
Options exercisable at period end | 209,049 | |
Weighted average exercise price | ||
Outstanding at beginning of period | $ 0.95 | |
Granted | 1.30 | |
Exercised | ||
Cancelled | 1.30 | |
Outstanding at end of period | 0.83 | |
Options exercisable at period end | $ 0.74 | |
Aggregate intrinsic value | ||
Outstanding at end of period | $ 63,154 | |
Options exercisable at period end | $ 63,154 |
STOCK CAPITAL (Summary of Stock Option Exercise price) (Details) - $ / shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Dec. 31, 2017 |
|
Exercise price | $ 0.83 | $ 0.95 |
Stock options outstanding | 250,716 | 334,168 |
Stock options exercisable | 209,049 | |
$0.01 [Member] | ||
Exercise price | $ 0.01 | |
Stock options outstanding | 91,528 | |
Weighted average remaining contractual life | 7 years 10 months 25 days | |
Stock options exercisable | 91,528 | |
$1.30 [Member] | ||
Exercise price | $ 1.30 | |
Stock options outstanding | 60,660 | |
Weighted average remaining contractual life | 2 months 1 day | |
Stock options exercisable | 60,660 | |
1.30 [Member] | ||
Exercise price | $ 1.30 | |
Stock options outstanding | 98,528 | |
Weighted average remaining contractual life | 9 years 5 months 16 days | |
Stock options exercisable | 56,861 | |
0.83 [Member] | ||
Exercise price | $ 0.83 | |
Stock options outstanding | 250,716 | |
Weighted average remaining contractual life | 6 years 7 months 21 days | |
Stock options exercisable | 209,049 |
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