10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021.

Commission   file number:   333-208814

SEEDO CORP.

(Exact name of registrant as specified in its charter)

Delaware	47-2847446
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

#3 Bethesda Metro Center, #700 Bethesda, Md	20814
(Address of principal executive offices)	(Zip Code)

800 608-6432

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐  No ☒

(Does not currently apply to the Registrant)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 if the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

As of November 15, 2021, the registrant had 41,783,819 shares of its Common Stock, $0.0001 par value, outstanding.

When used in this quarterly report, the terms “Seedo Corp.” “the Company,” “we,” “our,” and “us” refer to Seedo Corp.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	1
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8
ITEM 4.	CONTROLS AND PROCEDURES	8
PART II	OTHER INFORMATION	9
ITEM 6.	EXHIBITS	9
SIGNATURES		10

i

PART I. Financial Information

SEEDO CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2021

1

SEEDO CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2021

IN THOUSANDS OF U.S. DOLLARS

INDEX

	Page
Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	F-2
Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)	F-3
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Nine Months Ended September 30, 2021 and 2020 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 (unaudited)	F-6
Notes to Unaudited Condensed Consolidated Financial Statements	F-7 - F-16

- - - - - - - - - - - -

F-1

SEEDO CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands, except share and per share data

	September 30			December 31
	2021			2020
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	916		$	411
Restricted cash		19			-
Prepaid expenses and other receivables		171			7
Total current assets		1,106			418
Property and equipment, net		11			-
Total assets	$	1,117		$	418
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payables		33			51
Convertible loans (Note 3)		1,886			1,128
Fair value of convertible component in convertible loans (Note 3)		896			610
Other accounts liabilities		5			100
Total current liabilities		2,820			1,889
LONG-TERM LIABILITIES
Fair value of convertible component in convertible loans (Note 3)		-			502
Convertible loan (Note 3)		-			73
Total long term liabilities					575
SHAREHOLDER’S DEFICIT (Note 5)
Ordinary shares of $0.0001 par value
Authorized: 500,000,000 shares at September 30, 2021 and December 31, 2020; Issued and Outstanding: 41,017,152 and 31,665,566 shares at September 30, 2021 and December 31, 2020, respectively		4			3
Additional Paid in capital		18,401			15,409
Accumulated deficit		(20,247	)		(17,458	)
		(1,842	)		(2,046	)
Non-controlling interests		139			-
Total shareholders’ deficit		(1,703	)		(2,046	)
Total liabilities and shareholders’ deficit	$	1,117		$	418

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

SEEDO CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

U.S. dollars in thousands, except share and per share data

	Three months ended						Nine months ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Operating expenses:
Research and development	$	(125	)	$	(2	)	$	(443	)	$	(2	)
Selling and marketing		(50	)		-			(131	)		-
General and administrative		(315	)		(123	)		(1,020	)		(123	)
Operating loss		(490	)		(125	)		(1,594	)		(125	)
Gain on liquidation of subsidiary		-			-			-			9,593
Financial expenses, net		(98	)		(290	)		(1,340	)		(898	)
Net income (loss)		(588	)		(415	)	$	(2,934	)	$	8,570
Non-controlling interests		(58	)		-			(145	)		-
Net Income (loss) attributable to equity holders of the Company		(530	)		(419	)		(2,789	)		8,570
Basic and diluted net income (loss) per share	$	(0.01	)		(0.02	)	$	(0.08	)	$	0.29
Weighted average number of Ordinary shares used in computing basic and diluted loss per share		38,015,346			26,632,090			34,154,570			29,502,030

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

SEEDO CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

U.S. dollars in thousands, except share and per share data

	Ordinary shares				Additional Paid in		Accumulated			Total Shareholders’			Non- controlling
	Number		Amount		capital		Deficit			Deficiency			interests		Total
Balance at January 1, 2020		20,535,354	$	2	$	14,443	$	(25,100	)	$	(10,655	)		-		(10,655	)
Conversion of convertible loans		3,009,460		1		146		-			146			-		146
Net income		-		-		-		8,566			8,566			-		8,566
Balance at March 31, 2020 (Unaudited)		23,544,814	$	3	$	14,589	$	(16,534	)	$	(1,943	)		-		(1,943	)
Conversion of convertible loans		5,957,216		-		77		-			77			-		77
Net income		-		-		-		419			419			-		419
Balance at June 30, 2020 (Unaudited)		29,502,030		3		14,666		(16,115	)		(1,446	)		-		(1,446	)
Issuance of warrants		-		-		53		-			53			-		53
Net loss		-		-		-		(415	)		(415	)		-		(415	)
Balance at September 30, 2020 (Unaudited)		29,502,030	$	3	$	14,719		(16,530	)		(1,808	)		-		(1,808	)

F-4

SEEDO CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

U.S. dollars in thousands, except share and per share data

					Additional					Total			Non-
	Ordinary shares				Paid in		Accumulated			Shareholders’			controlling
	Number		Amount		capital		Deficit			Deficiency			interests			Total
Balance at January 1, 2021		31,665,566	$	3	$	15,409	$	(17,458	)	$	(2,046	)		-			(2,046	)
Transactions with non-controlling interests		-		-		1,122		-			1,122			284			1,406
Share Based Compensation to employees and non-employees		-		-		27		-			27			-			27
Beneficial conversion feature related to convertible loans		-		-		530		-			530			-			530
Exercise of warrants		-		-		39		-			39			-			39
Issuance of shares in respect of RSU’s		630,250		-		334		-			334			-			334
Net loss		-		-		-		(2,197	)		(2,197	)		(34	)		(2,231	)
Balance at March 31, 2021 (Unaudited)		32,295,816	$	3	$	17,461		19,655			(2,191	)		250			(1,941	)
Share Based Compensation to employees and non-employees		-		-		16		-			16			-			16
Conversion of convertible loans		2,600,000		1		260		-			261			-			261
Issuance of shares in respect of RSU’s		100,000		-		-		-			-			-			-
Net loss		-		-		-		(62	)		(62	)		(53	)		(115	)
Balance at June 30, 2021 (Unaudited)		34,995,816		4		17,737		(19,717	)		(1,976	)		197			(1,779	)
Share Based Compensation to employees and non-employees		471,336		-		119		-			119			-			119
Conversion of convertible loans		5,550,000		-		545		-			545			-			545
Net loss		-		-		-		(530	)		(530	)		(58	)		(588	)
Balance at September 30, 2021 (Unaudited)		41,017,152	$	4	$	18,401		(20,247	)		(1,842	)		139			(1,703	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5

SEEDO CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

U.S. dollars in thousands

	Nine months ended
	September 30,
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	(2,934	)	$	8,570
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation		1			-
Share based compensation expenses to employees and non-employees		496			-
Financial expenses related to convertible loans and warrants		166			596
Change in fair value of convertible component in convertible loans		1,222			301
Gain on liquidation of subsidiary		-			(9,593	)
Changes in assets and liabilities:
Increase in other accounts receivables		(164	)		(1	)
Increase (decrease) in accounts payables		(18	)		5
Increase (decrease) in other accounts payables		(95	)		59
Net cash used in operating activities		(1,326	)		(63	)
Cash flows from investing activities
Increase in restricted cash		(19	)		-
Purchase of property and equipment		(12	)		-
Net cash used in investing activities		(31	)		-
Cash flows from financing activities:
Proceeds from convertible loans		530			300
Proceeds from issuance of shares to minority interests in subsidiary		1,406			-
Repayment of convertible loans		(74	)		-
Net cash provided by financing activities		1,862			300
Increase in cash and cash equivalents		505			237
Cash and cash equivalents and restricted cash at the beginning of the year		411			2
Cash and cash equivalents at the end of the period	$	916		$	239
Supplemental disclosures of cash flow information:
Supplemental disclosures of non- cash flow information:
Conversion of convertible loans	$	8,050		$	223

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-6

SEEDO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 1:- GENERAL

a. Seedo Corp. (the “Company”), was incorporated on January 16, 2015, as GRCR Partners Inc., under the laws of Delaware. Prior to September 14, 2018, the Company was solely a provider of risk management and asset protection (“RAP”) services for businesses, individuals and families. On September 14, 2018, the Company acquired Eroll Grow Tech Ltd. (“Eroll”), an Israeli company incorporated on May 18, 2015 (the “Acquisition”). On September 17, 2018, the Company’s name was changed to Seedo Corp. Since the Acquisition of Eroll and through to December 31, 2019, Eroll produced a plant growing device managed and controlled by an artificial intelligent algorithm, allowing consumers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce year-round.

During the third quarter of 2019, Eroll was experiencing financial and operational difficulties and during 2020, entered liquidation proceedings through the Nazareth District Court of the State of Israel (the “Court”). On March 25, 2020, the Court approved the purchase of all of Eroll’s assets by a non-related third-party and therefore, the Company no longer has any legal ties nor privity with Eroll.

On July 19, 2020, the Company formed a new wholly-owned subsidiary in Israel, Hachevra Legiduley Pkaot Beisrael Ltd. (the “New Subsidiary”), to develop a fully automated and remotely managed system for growing saffron and other vegetables. On November 5, 2020, the New Subsidiary changed its name to Saffron-Tech Ltd. (“Saffron Tech”).

The Company, through Saffron Tech, is focusing on its in-house research and development of agriculture technology products, among others, in the fields of exotic plants and mushrooms. Saffron Tech plans to roll out its proof of concept in the coming months. This technology is designed to provide turnkey automated growing containers for high-quality, high-yield saffron all year round. The Company is in advanced stages of developing and testing a fully automated and remotely managed system for growing high-quality, high-yield saffron anywhere and anytime.

On August 10, 2021, the Company announced that its subsidiary, Saffron Tech, has been awarded a $446 thousand grant from the Israeli Innovation Authority. The new grant will allow Saffron Tech to accelerate its R&D program building on its groundbreaking development of the protocols for growing saffron using vertical farming technology. The funds will be allocated to enable the company expand its facilities, allowing it to grow more saffron for commercial use.

b. The Company has an accumulated deficit in the total amount of $20,247 as of September 30, 2021, the Company has negative operating cash flow in the total amount of $1,326 for the nine months ended September 30, 2021, further losses are anticipated in the development of its business. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.

The Company intends to finance operating costs over the next twelve months with existing cash on hand, reducing operating spend, and future issuances of equity and debt securities, or through a combination of the foregoing. However, the Company will need to seek additional sources of financing if the Company requires more funds than anticipated during the next 12 months or in later periods.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business.

The consolidated financial statements for the nine months ended September 30, 2021, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

F-7

SEEDO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 1:- GENERAL  (cont.)

c. The COVID-19 pandemic, which originated in China in late 2019, has since spread across the globe and affected the economic condition of most, if not all, countries, including the United States, Israel and many countries in Europe. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. While COVID-19 is still spreading and the final implications of the pandemic are difficult to estimate at this stage, it is clear that it has affected the lives of a large portion of the global population. As of March 31, 2021, the pandemic has caused repeated states of emergency to be declared in various countries, ongoing and extended travel restrictions have been imposed for several months, strict quarantines rules have been established and maintained for an extended period of time in a plethora of jurisdictions and various institutions and companies have been closed and rendered bankrupt. The Company is actively monitoring the pandemic and is taking any necessary measures to respond to the situation in cooperation with the various stakeholders. Due to the uncertainty surrounding the COVID-19 pandemic, the Company will continue to assess the situation, including government-imposed restrictions, market by market. It is not possible at this time to estimate the full impact that the COVID-19 pandemic could have on the Company’s business, the continued spread of COVID-19, and any additional measures taken by governments, health officials or by the Company in response to such spread, could have on the Company’s business, results of operations and financial condition. The COVID-19 pandemic and mitigation measures have also negatively impacted global economic conditions, which, in turn, could adversely affect the Company’s business, results of operations and financial condition. The extent to which the COVID-19 outbreak continues to impact the Company’s financial condition will depend on future developments that are highly uncertain and cannot be predicted, including new government actions or restrictions, new information that may emerge concerning the severity, longevity and impact of the COVID-19 pandemic on economic activity.

NOTE 2:- UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation and Principles of Consolidation:

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

All intercompany accounts and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2020 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 17, 2021 (the “2020 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented .The results for the nine months ended September 30, 2021 are not necessarily indicative of the results for the year ending December 31, 2021, or for any future period.

As of September 30, 2021, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2020 Annual Report.

Fair value of financial instruments

ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

F-8

SEEDO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 2:- UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows:

Level 1 — Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access.

Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The carrying amounts of cash and cash equivalents, short term deposits, trade receivables, trade payables and short-term loan approximate their fair value due to the short-term maturity of such instruments.

The Company elected to measure some of the convertible loans under the fair value option. Under the fair value option the convertible loans will be measured at fair value in each reporting period until they will be converted, with changes in the fair values being recognized in the Company’s consolidated statement of operations as financial income or expense. The proceeds received for the issuance of the convertible loans were allocated at fair value conducted on an arm’s-length basis.

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

	Balance as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$	-	$	-	$	896	$	896
Total liabilities	$	-	$	-	$	896	$	896

	Balance as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$	-	$	-	$	1,112	$	1,112
Total liabilities	$	-	$	-	$	1,112	$	1,112

NOTE 3:- CONVERTIBLE LOANS

a. On February 21, 2019, the Company received a convertible loan from a third party (“February 2019 Lender”), with a two year term, in the principal amount of $550 which bears 10% annual interest rate out of which $50 was directly transferred as finder fee (“February 2019 Loan”).

On February 20, 2021, the Company and the third party extended the February 2019 loan to November 10, 2021.

The Company at its option shall have the right to redeem, in part or in whole, outstanding principal amount and interest under this loan agreement prior to the maturity date. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding principal amount being redeemed plus outstanding and accrued interest.

F-9

SEEDO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 3:- CONVERTIBLE LOANS (Cont.)

The February 2019 Lender is entitled to convert at its option any portion of the outstanding and unpaid principal or accrued interest into fully paid and nonassessable of shares of common stock, at the lower of the fixed conversion price then in effect or the market conversion price. The number of shares of common stock issuable upon conversion of any conversion amount shall be determined by dividing (x) such conversion amount by (y) the fixed conversion price of $2 or (z) 80% of the lowest the volume-weighted average price of the Company’s shares of common stock during the 10 trading days immediately preceding the conversion date.

The Company accounted for the February 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. In 2019, the intrinsic value of the BCF was calculated and the Company allocated $550 to the BCF as additional paid in capital.

On May 12, 2021, the Company repaid a portion of the February 2019 loan and the accrued interest in the amount of $74.

The February 2019 Loan is included in the convertible loans in current liabilities as of September 30, 2021 in the amount of $312, and $350 as of December 31, 2020.

During the nine months ended September 30, 2021 and 2020, the Company recorded interest and financial expenses related to February 2019 Loan in the amount of $46 and $298, respectively.

b. On October 15, 2019, the Company received a convertible loan from a third party (“October 2019 Lender”) in the principal amount of $1,100 that bears an annual 10% interest rate (“October 2019 Loan”). The October 2019 Loan has a two year term. Prior to the maturity date of the October 2019 Loan, the Company, at its option, has the right to redeem, in cash, in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the volume-weighted average price of the Company’s ordinary shares is less than $1.25 and (ii) there is no equity condition failures as defined therein. In the event that the Company wishes to redeem any amount under the October 2019 loan, the Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed in addition to outstanding and accrued interest.

The October 2019 Lender is entitled to convert the principal loan and the outstanding interest (the “Conversion Amount”) into such number of ordinary shares determined by dividing (x) such Conversion Amount by (y) the fixed conversion price of $1.25 or (z) 80% of the lowest the volume-weighted average price of the Company’s ordinary shares during the 10 trading days immediately preceding the conversion date.

As of September 30, 2021 and December 31, 2020, the BCF was revalued at $500 and $610, respectively.

F-10

SEEDO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 3:- CONVERTIBLE LOANS (Cont.)

The Company estimated the fair value of BCF using the Monte Carlo option pricing model using the following weighted average assumptions:

	December 31, 2020			September 30, 2021
Share price	$	0.15		$	0.16
Dividend yield		0	%		0	%
Risk-free interest rate		0.10	%		0.07	%
Expected term (in years)		0.79			0.04
Volatility		133.48	%		88.67	%

The October 2019 Loan is included in the convertible loans in current liabilities as of September 30, 2021 in the amount of $1,290, and $754 as of December 31, 2020.

During the nine months ended September 30, 2021 and 2020, the Company recorded interest and financial expenses related to the October 2019 Loan in the amount of $385 and $522, respectively.

d. On August 7, 2020 and August 11, 2020, the Company received two convertible loans from two third parties (“August 2020 Lenders”) in the aggregate amount of $300 (the “August 2020 Loan”). The August 2020 Loans have a maturity date of August 7, 2022 and August 11, 2020 (“Maturity Dates”) and accrue annual interest at a rate of 10%.

The August 2020 Loans are convertible by the August 2020 Lenders into Shares, at their discretion, at the lower of a fixed price of $0.102 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”).

F-11

SEEDO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 3:- CONVERTIBLE LOANS (Cont.)

The Company accounted for the August 2020 Loan in accordance with ASC 470-20, Debt with conversion and other Options. As of September 30, 2021 and December 31, 2020, the BCF was revalued at $397 and $502, respectively.

The Company estimated the fair value of BCF using the Monte Carlo option pricing model using the following weighted average assumptions:

	December 31, 2020			September 30, 2021
Share price	$	0.15		$	0.16
Dividend yield		0			0
Risk-free interest rate		0.12	%		0.07	%
Expected term (in years)		1.58			0.86
Volatility		142.65	%		121.64	%

The August 2020 Loan is included in convertible loans in long term liabilities as of September 30, 2021 in the amount of $208, and $73 as of December 31, 2020.

During the nine months ended September 30, 2021 and 2020, the Company recorded interest and financial expenses related to August 2020 Loan in the amount of $30 and $55, respectively.

e. During November 2020 through to December 31, 2020, the Company received $425 from third party investors from the issuance of convertible promissory notes (“2020 Promissory Notes”). The Promissory Notes bear no interest, are convertible into Shares based on a fixed conversion price of $0.10 per share and mature between 6 and 24 months from the issuance date. Pursuant to Promissory Notes, one of the investors received warrants to purchase 330,000 Shares at an exercise price of $0.15 through to December 17, 2020. (“2020 Promissory Warrants”)

From January 2021 through to February 16, 2021, the Company received an additional $530 from third party investors from the issuance of Promissory Notes (“2021 Promissory Notes). One of the investors received 330,000 warrants (“2021 Promissory Warrants”). The 2021 Promissory Warrants have the same terms as the 2020 Promissory Notes and expire on January 3, 2022.

The Company estimated the fair value of warrants using the Black-Scholes-Merton option pricing model using the following weighted average assumptions:

	December 31, 2020			January to February 2021
	Promissory Notes			Promissory Notes
Share price	$	0.19			0.15-0.55
Dividend yield		0	%		0	%
Risk-free interest rate		0.1	%		0.1	%
Expected term (in years)		2			1-2
Volatility		176	%		176	%

F-12

SEEDO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 3:- CONVERTIBLE LOANS (Cont.)

The fair value of the 2020 Promissory Warrants was $41 and is included in additional paid in capital for the year ended December 31, 2020.

The fair value of the 2021 Promissory Warrants was $39 and is included in additional paid in capital for the nine months ended September 30, 2021.

The Company accounted for the 2020 and 2021 Promissory Notes in accordance with ASC 470-20, Debt with conversion and other Options. The intrinsic value of the BCF for the 2020 Promissory Notes was calculated and the Company allocated $425 to the BCF as additional paid in capital in 2020. The intrinsic value of the BCF for the 2021 Promissory Notes was calculated and the Company allocated $530 to the BCF as additional paid in capital in 2021.

From June 2021 through to August 2021, Promissory Notes in the amount of $805 were converted into 8,050,000 shares of the Company.

The 2020 and 2021 Promissory Notes are included in convertible loans in current liabilities as of September 30, 2021 in the amount of $76, and $24 as of December 31, 2020.

During the nine months period ended September 30, 2021 and 2020, the Company recorded interest and financial expenses related to 2021 and 2021 Promissory Notes in the amount of $569 and nil, respectively.

NOTE 4:- RELATED PARTIES

a.	During the nine-month period ended September 30, 2021, the Company granted two directors 600,000 fully vested Restricted Share Units (“RSU’s”). The fair value of the RSU’s at the date of the grant was $334.
b.	During the nine months ended September 30, 2021 and 2020, the Company paid compensation expenses to related parties (CEO, CFO and directors) in the amount of $248 and 11, respectively.
c.	Amounts owing to related parties (CEO, CFO and directors) as of September 30, 2021 and December 31, 2020 were $4 and $14, respectively.
d.	From July 2021 through to August, 2021, the Company granted three directors 171,336 shares. The fair value of the shares at the date of the grant was $106.

F-13

SEEDO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands, except share and per share data

NOTE 5:- SHAREHOLDERS’ DEFICIENCY

a. Issuance of shares:

1. On March 9, 2021, the Company issued 130,250 shares in respect of RSU’s granted during 2020.

2. On March 23, 2021, the Company issued a total of 500,000 shares to two directors in respect of 500,000 RSU’s that were granted to them (see note 4a). The RSU’s vested immediately and had an exercise price of nil. The fair value of the RSU’s at the date of the grant was $275.

3. On April 1, 2021, the Company issued a total of 100,000 shares to two directors in respect of 100,000 RSU’s that were granted to them (see note 4a). The RSU’s vested immediately and had an exercise price of nil. The fair value of the RSU’s at the date of the grant was $59.

4.	From June 2021 through to August 2021, the Company issued 8,050,000 shares in respect of converted Promissory Notes in the amount of $805 (note 3(e)).
5.	From July 2021 through to August, 2021, the Company granted three directors 471,336 shares see note 4d). The fair value of the shares at the date of the grant was $106.

b. Warrants

A summary of warrant activity during the nine months period ended September 30, 2021 and year ended December 31, 2020 is as follows:

	Number			Average exercise price
Warrants outstanding at January 1, 2020		1,150,833		$	1.69
Granted		1,080,000			0.18
Exercised		-			-
Expired		(100,000	)		2
Warrants outstanding at December 31, 2020		2,130,833		$	0.81
Granted		330,000			0.15
Exercised		-			-
Expired		(473,333	)		1.94
Warrants outstanding at September 30, 2021		1,987,500			0.54

The following warrants are outstanding and exercisable as of September 30, 2021:

Issuance date	Warrants outstanding		Exercise price per warrant		Warrants outstanding and exercisable		Expiry date
February 21, 2019		137,500	$	2.00		137,500	February 21, 2022
October 15, 2019		440,000	$	1.25		440,000	October 15, 2024
August 7, 2020		500,000	$	0.20		500,000	August 7, 2025
August 11, 2020		250,000	$	0.20		250,000	August 11, 2025
December 17, 2020		330,000	$	0.15		330,000	December 17, 2021
January 3, 2021		330,000	$	0.15		330,000	January 3, 2022
		1,987,500				1,987,500

c. Share option plans:

On April 1, 2019, the Company’s board of directors adopted the Seedo Corp. 2018 Share Options Plan (the “2018 Plan”).

Awards granted under the 2018 Plan are subject to vesting schedules and unless determined otherwise by the administrator of the 2018 Plan, generally vest following a period of four years from the applicable vesting commencement date, such that the awards vest in four annual equal installments and/or generally vest following a period of one year from the applicable vesting commencement date, such that the awards vest in four quarterly equal installments.

F-14

SEEDO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands, except share and per share data

NOTE 5:- SHAREHOLDERS’ DEFICIENCY (Cont.)

Subject to the discretion of the 2018 Plan administrator, if an award has not been exercised within seven years after the date of the grant, the award expires.

(i) A summary of employee share options activity during the nine-month period ended September 30, 2021 and for the year ended December 31, 2020 is as follows:

	Number			Average weighted exercise price
Options outstanding at January 1, 2020		1,605,880		$	1.00
Granted		1,660,000		$	0.11
Exercised		-			-
Forfeited		(1,605,882	)		-
Options outstanding at December 31, 2020		1,660,000			-
Granted		-			-
Exercised		-			-
Forfeited		-			-
Options outstanding at September 30, 2021		1,660,000		$	0.11
Options exercisable at September 30, 2021		935,000		$	0.11

d. Restricted Share Units:

RSUs under the 2018 Plan may be granted upon such terms and conditions, no monetary payment (other than payments made for applicable taxes) shall be required as a condition of receiving the Company’s shares pursuant to a grant of RSUs, and unless determined otherwise by the Company, the aggregate nominal value of such RSUs shall not be paid and the Company shall capitalize applicable profits or take any other action to ensure that it meets any requirement of applicable laws regarding issuance of shares for consideration that is lower than the nominal value of such shares. If, however, the Company’s board of directors determines that the nominal value of the shares shall not be waived and shall be paid by the grantees, then it shall determine procedures for payment of such nominal value by the grantees or for collection of such amount from the grantees by the Company.

Shares issued pursuant to any RSUs units may (but need not) be made subject to exercise conditions, as shall be established by the Company and set forth in the applicable notice of grant evidencing such award. During any restriction period in which shares acquired pursuant to an award of RSUs remain subject to exercise conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of unless otherwise provided in the 2018 Plan. Upon request by the Company, each grantee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares hereunder and the Company may place appropriate legends evidencing any such transfer restrictions on the relevant share certificates.

F-15

SEEDO CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands, except share and per share data

NOTE 5:- SHAREHOLDERS’ DEFICIENCY (Cont.)

A summary of RSU activity during the nine months ended September 30, 2021 years ended December 31, 2020 is as follows:

	Number
RSU outstanding at January 1, 2020		130,250
Granted		1,035,000
Exercised		(675,000	)
Forfeited		-
RSU outstanding at December 31, 2020		490,250
Granted (Note 4a)		600,000
Exercised (Note 5a(1-3))		(730,250	)
Forfeited		-
RSU’s outstanding at September 30, 2021		360,000

NOTE 6:- FINANCIAL EXPENSES

	Three months ended					Nine months ended
	September 30, 2021			September 30, 2020		September 30, 2021			September 30, 2020
Financial expenses related to interest and revaluation of convertible component in convertible loans	$	108		$	289	$	1,318		$	897
Financial expenses related to warrants		-			-		39			-
Foreign currency transactions and other		(10	)		1		(17	)		1
		98			290		1,340			898

NOTE 7:- SUBSEQUENT EVENTS

1. On October 5, 2021, the Company granted a director 75,000 shares. The fair value of the shares at the date of the grant was $12.

2. During October 2021, a consultant executed an exercise of 500,000 options and received 291,667 shares.

3. On October 28, 2021, Saffron Tech received $154 from the Israeli Innovation Authority, representing 35 percent of the grant approved to the Company by the Israeli Innovation Authority.

F-16

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-Q AND THE FINANCIAL STATEMENTS AND RELATED NOTES THERETO FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 AND THE RELATED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, BOTH OF WHICH ARE CONTAINED IN OUR ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ON MARCH 17, 2021. PAST OPERATING RESULTS ARE NOT NECESSARILY INDICATIVE OF RESULTS THAT MAY OCCUR IN FUTURE PERIODS. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS QUARTERLY REPORT.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws, and is subject to the safe-harbor created by such Act and laws.  Forward-looking statements may include statements regarding our goals, beliefs, strategies, objectives, plans, including product and technology developments, future financial conditions, results or projections or current expectations These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our actual results may differ materially from those anticipated in these forward-looking statements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements. Further information on potential factors that could affect our business is described under the heading “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Readers are also urged to carefully review and consider the various disclosures we have made in that report.

When used in this quarterly report, the terms “Seedo,” “the Company,” “we,” “our,” and “us” refer to SEEDO CORP., a Delaware corporation, unless otherwise indicated or as otherwise required by the context.

2

Company Overview

Our Business

SEEDO CORP. (f/k/a GRCR Partners Inc.) (the “Company”, “Our” or “We”) was formed on January 16, 2015 under the laws of the State of Delaware. Prior to September 14, 2018, we were solely a provider of risk management and asset protection (“RAP”) services for businesses, individuals and families. On September 14, 2018, (“the Company”) executed an Acquisition and Share Exchange Agreement with Eroll Grow Tech Ltd. (“Eroll”), an Israeli Corporation that was formed on May 18, 2015 under the laws of the state of Israel. On September 17, 2018, the Board of Directors adopted an Amendment to its Articles, changing the name of the Corporation to SEEDO CORP. The State of Delaware effectuated said change on September 21, 2018; and on November 5, 2018, FINRA granted effectiveness for said change and the new ticker Symbol “SEDO”. Post-Acquisition, SEEDO CORP changed its main business focus to Eroll’s business activities while continuing with some RAP activities.

On July 19, 2020, the Company formed a new wholly-owned subsidiary in Israel, Hachevra Legiduley Pkaot Beisrael Ltd. (the “New Subsidiary”), to develop a fully automated and remotely managed system for growing saffron and other vegetables. On November 5, 2020, the New Subsidiary changed its name to Saffron-Tech Ltd. (or “Saffron”).

The Company, through Saffron, plans to roll out its proof of concept in the coming months. This technology will provide turnkey automated growing containers for high-quality, high-yield saffron all year round. The Company is in advanced stages of developing and testing a fully automated and remotely managed system for growing high-quality, high-yield saffron anywhere and anytime.

The Company’s technology offers a controlled environment based on the Company’s deep knowledge in plant biology. The technology provides optimal conditions for each stage of the plant’s development to reach optimal product quality.

The Company’s proof of concept utilizes the “Grow Next to Consumer” policy and is therefore sustainable and fit the COVID-19 restrictions on transport. It is also environmentally friendly, using economic levels of water, space, fertilizer, and energy. Accounting to the Company’s calculations, we believe that the controlled indoor growing area will produce ten times more yield compared to the same land area using traditional methods. The sealed environment eliminates the need for harmful pesticides and herbicides, producing a clean and safe product that is easy to control from anywhere. The Company’s solution is easily scalable and pre-designed to quickly grow operations.

Saffron is used in many industries, such as the food industry, particularly by famous chefs and Michelin starred restaurants, the natural cosmetics industry and the natural medicine industry and as a dye in the textile industry. Medicinal claims as an anti-depressant, antioxidant, and antiseptic are constantly increasing.

The global saffron market size was valued at $1 Billion in 2019 and is anticipated to attain a revenue based CAGR of 7.3% from 2020 to 2027. The market is expected to grow over the next few years on account of demand from the pharmaceutical sector, particularly in countries with rapid population expansion.

3

Since the incorporation of Saffron Tech, it has hired employees and several consultants to commence the roll out of our proof of concept. Saffron Tech has signed several agreements with Israeli companies, including Growin Ltd (“Growin”) and the Israeli Ministry of Agricultures research organization – The Volcani Center (“Volcani”). Growin is an owner of proprietary systems for indoor agriculture and Saffron Tech has acquired the exclusive right to market, sell and commercialize our product based on the Growin’s hydroponic machines. Volcani will assist Saffron Tech in writing the protocols required to grow saffron in a controlled and automated way, including the use of robotics and AI.

On May 4, 2021, the Company announced that it had entered a research agreement with The Polytechnic University of Valencia, Spain, to develop vertical farming protocols for saffron with Professor Rosa V. Molina . Professor Molina has extensive knowledge in the cultivation of saffron from her university research programs in Spain and will join the scientific committee of the project.

On August 10, 2021, the Company announced that its subsidiary, Saffron Tech, has been awarded a $1 million grant from the Israeli Innovation Authority. The new grant will allow Saffron Tech to accelerate its R&D program building on its groundbreaking development of the protocols for growing saffron using vertical farming technology. The funds will be allocated to enable the company expand its facilities, allowing it to grow more saffron for commercial use.

Changes in the Board of Directors

On August 24, 2021, the Company announced the appointment of Avi Stern to its board of directors as an independent director. Stern currently serves as the Vice President of Finance at Wix.com, a leading cloud-based website development platform with millions of users worldwide.

On November 1, 2021, the Company announced that a majority of the Company’s shareholders brought forth a Shareholder’s Action by Written Consent to remove David Freidenberg and Gil Feiler from the Board of Directors of the Company, and immediately appoint Shmuel Yannay, Moshe Bar Siman Tov and Iris Tova Ginsburg to its Board of Directors. The three new directors will join Avi Stern, an incumbent Independent Director, in comprising the Board of Directors of Seedo.

Financings

During January 2021 through to February 16, 2021, the Company rasied $530 thousand from third party investors in respect of the issuance of convertible promissory notes (“2021 Promissory Notes”). The Promissory Notes bear no interest, are convertible into Shares based on a fixed conversion price of $0.10 per share and mature between six and 24 months from the issuance date. Pursuant to 2021 Promissory Notes one of the investors received warrants to purchase 330,000 Shares with a per share exercise price of $0.15 which warrants are exercisable through January 3, 2021.

4

Conversion of Notes

From June 2021 through to August 2021, certain Promissory Notes holders converted their notes in the amount of $805 into 8,050,000 shares.

Issuance of Restricted Share Units (“RSU’s”)

During the nine month period ended September 30, 2021, the Company issued 600,000 RSU’s, which were exercised into 600,000 shares of the Company. A further 130,250 shares were also issued during the same period, in respect of exercised RSU’s that had been granted during 2020.

Grants of shares

From July 2021 through to August 2021, the Company granted three directors 471,336 shares.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited condensed financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

These unaudited condensed financial statements should be read in conjunction with our December 31, 2020 annual financial statements included in our Form 10-K, filed with the SEC on March 17, 2021.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the year ended December 31, 2020 regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Our unaudited condensed financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our unaudited condensed financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. There is no assurance that our operations will be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

5

Financing

We will require additional financing to implement our business plan, which may include joint venture projects and debt or equity financings. The nature of this enterprise and constraint of positive cash flow places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable profits and losses can be demonstrated. Therefore, any debt financing of our activities may be costly and result in substantial dilution to our stockholders.

Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

Our ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the Agro-tech industry, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

There is no assurance that we will be able to obtain financing on terms satisfactory to us, or at all. We do not have any arrangements in place for any future financing. If we are unable to secure additional funding, we may cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.

Results of Operations

Nine months ended September 30, 2021 compared to the Nine months ended September 30, 2020

Operating Expenses

Research and development expenses for the nine months ended September 30, 2021, were $443 thousand compared to $2 for the same period in 2020. This increase was primarily due to cost incurred in the development of our prototype technology.

Total marketing expenses for the nine months ended September 30, 2021, were $131 thousand compared to $nil for the same period in 2020.

Total general and administrative expenses for the nine months ended September 30, 2021, were $1,020 thousand compared to $123, for the same period in 2020. This was primarily due to an increase in stock-based compensation and professional expenses.

Total financial expenses for the nine months ended September 30, 2021, were $1,340 compared to $898 thousand for the same period in 2020. The increase of $442 thousand was primarily due to an increase in charges related to interest and to the revaluation of the convertible component of the convertible loans.

Three months ended September 30, 2021 compared to the three months ended September 30, 2020

Operating Expenses

Research and development expenses for the three months ended September 30, 2021, were $125 thousand compared to $2 for the same period in 2020. This increase was primarily due to cost incurred in the development of our prototype technology.

Total marketing expenses for the three months ended September 30, 2021, were $50 thousand compared to $nil for the same period in 2020.

Total general and administrative expenses for the three months ended September 30, 2021, were $315 thousand compared to $123, for the same period in 2020.

Total financial expenses for the three months ended September 30, 2021, were $98 thousand compared to $290 thousand for the same period in 2020. The difference of $192 thousand was primarily due to a decrease in the fair value of a convertible component of the convertible loans.

6

Liquidity and Capital Resources

Overview

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. Since inception on January 16, 2015, the Company had a cumulative deficit of $20,247 thousand and a working capital deficit of $1,714 thousand as of September 30, 2021. Our future growth is dependent upon achieving further purchase orders and execution, management of operating expenses and ability of the Company to obtain the necessary financing to fund future obligations, and upon profitable operations.

Historically, we have financed our cash flow and operations from the initial contribution of our majority shareholder and by raising equity and convertible loans.

As of September 30, 2021, we had current assets of $1,106 thousand consisting of $916 thousand in cash and cash equivalents, $19 thousand in restricted deposits and $171 thousand in other current assets.

We had $2,820 thousand in current liabilities consisting of $38 in accounts payable and other accounts liabilities, $1,886 Convertible loans and $896 BCF liability.

As of December 31, 2020, we had current assets of $418 thousand consisting of $411 thousand in cash and cash equivalents and $7 thousand in other currents assets. We had $1,889 thousand in current liabilities, which consisted of $100 thousand in other accounts liabilities, $51 thousand in accounts payable, $1,128 thousand in convertible loans and $610 thousand in BCF liability.

We had a negative working capital of $1,714 thousand and $1,471 thousand as of September 30, 2021 and December 31, 2020, respectively.

Our current liabilities as of September 30, 2021 were $2,820 thousand compared to $1,889 thousand as of December 31, 2020.

During the nine months ended September 30, 2021, we had negative cash flows from operations of $1,326 thousand, which was mainly the result of a net loss of $2,929 thousand, offset in part by changes in the fair value of convertible loans of $166 thousand, changes in the fair value of a convertible component in convertible loans of $1,222 thousand and share based compensation of $496.

During the nine months ended September 30, 2020, we had negative cash flows from operations of $63 which was mainly the result of a net income of $8,570 thousand, offset mainly by a gain from the sale of a subsidiary of $9,593 thousand and financial expenses related to convertible loans and warrant of $897 thousand.

During the nine months ended September 30, 2021, we had negative cash flows from investing activities of $31 thousand compared to a non cash flow effect from investing activities during the nine months ended September 30, 2020.

During the nine months ended September 30, 2021, we had positive cash flows from financing activities of $1,862 thousand compared to $300 from financing activities during the nine months ended September 30, 2020. Cash flows from financing activities in 2021 was a result of proceeds of convertible loans in the amount of $530 thousand, and proceeds from the issuance of shares to minority interests in a subsidiary in the amount of $1,406 thousand, offset by the repayment of a loan of $74 thousand.

We expect that our existing cash and cash equivalents as well as expected revenues will enable us to fund our operations and capital expenditure requirements through to September 2022. Our requirements for additional capital during this period will depend on many factors.

We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights, future revenue streams, or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders’ deficit of $1,7 million and a working capital deficiency of $1,714 thousand at September 30, 2021 as well as negative operating cash flows. These conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. 

7

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of our Quarterly Report on Form 10-Q, an evaluation was carried out by management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of September 30, 2021. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During evaluation of disclosure controls and procedures as of September 30, 2021 conducted as part of our preparation of the quarterly unaudited condensed financial statements, management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective. The basis for these conclusions are discussed in our annual report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 17, 2021.

Changes in Internal Control Over Financial Reporting

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

8

Part II- Other Information

Item 6. Exhibits

Exhibit Number	Description
10.1	Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2019).
31.1*	Rule 13a-14(a) Certification of the Chief Executive Officer
31.2*	Rule 13a-14(a) Certification of the Chief Financial Officer
32.1**	Section 1350 Certification of Chief Executive Officer
32.2**	Section 1350 Certification of Chief Financial Officer
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

* Furnished herewith.

9

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

Dated: November 15, 2021	By:	/s/ Gadi Levin
		Gadi Levin
		Director, Chief Executive Officer
		SEEDO CORP.

10

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Gadi Levin, certify that:

1.	I have reviewed this Form 10-Q of SEEDO CORP.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2021	By:	/s/ Gadi Levin
		Gadi Levin
		Director, Chief Executive Officer SEEDO CORP.

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Gadi Levin, certify that:

1.	I have reviewed this Form 10-Q of SEEDO CORP.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2021	By:	/s/ Gadi Levin
		Gadi Levin
		Chief Financial Officer SEEDO CORP.

EX-32.1

Exhibit 32.1

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of SEEDO CORP. (the “Company”) on Form 10-Q for the quarter ending September 30, 2021, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Gadi Levin, Director and Chief Executive Officer (Principal Executive Officer) of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1. Such Quarterly Report on Form 10-Q for the quarter ending September 30, 2021, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Quarterly Report on Form 10-Q for the quarter ending September 30, 2021, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 15, 2021	By:	/s/ Gadi Levin
		Gadi Levin
		Director, Chief Executive Officer SEEDO CORP.

EX-32.2

Exhibit 32.2

CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of SEEDO CORP. (the “Company”) on Form 10-Q for the quarter ending September 30, 2021, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Gadi Levin, Chief Financial Officer (Principal Financial Officer) of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1. Such Quarterly Report on Form 10-Q for the quarter ending September 30, 2021, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Quarterly Report on Form 10-Q for the quarter ending September 30, 2021, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 15, 2021	By:	/s/ Gadi Levin
		Gadi Levin
		Chief Financial Officer SEEDO CORP.

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Document Information Line Items
Entity Registrant Name	SEEDO CORP.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		41,783,819
Amendment Flag	false
Entity Central Index Key	0001661600
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-208814
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-2847446
Entity Address, Address Line One	#3 Bethesda Metro Center
Entity Address, Address Line Two	#700
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	800
Local Phone Number	608-6432
Entity Interactive Data Current	No

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 916	$ 411
Restricted cash	19
Prepaid expenses and other receivables	171	7
Total current assets	1,106	418
Property and equipment, net	11
Total assets	1,117	418
CURRENT LIABILITIES
Accounts payables	33	51
Convertible loans (Note 3)	1,886	1,128
Fair value of convertible component in convertible loans (Note 3)	896	610
Other accounts liabilities	5	100
Total current liabilities	2,820	1,889
LONG-TERM LIABILITIES
Fair value of convertible component in convertible loans (Note 3)		502
Convertible loan (Note 3)		73
Total long term liabilities		575
SHAREHOLDER’S DEFICIT (Note 5)
Ordinary shares of $0.0001 par value Authorized: 500,000,000 shares at September 30, 2021 and December 31, 2020; Issued and Outstanding: 41,017,152 and 31,665,566 shares at September 30, 2021 and December 31, 2020, respectively	4	3
Additional Paid in capital	18,401	15,409
Accumulated deficit	(20,247)	(17,458)
Total shareholders’ deficiency	(1,842)	(2,046)
Non-controlling interests	139
Total shareholders’ deficit	(1,703)	(2,046)
Total liabilities and shareholders’ deficit	$ 1,117	$ 418

XML

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	41,017,152	31,665,566
Ordinary shares, shares outstanding	41,017,152	31,665,566

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Statement of Comprehensive Income [Abstract]
Research and development	$ (125)	$ (2)	$ (443)	$ (2)
Selling and marketing	(50)		(131)
General and administrative	(315)	(123)	(1,020)	(123)
Operating loss	(490)	(125)	(1,594)	(125)
Gain on liquidation of subsidiary				9,593
Financial expenses, net	(98)	(290)	(1,340)	(898)
Net income (loss)	(588)	(415)	(2,934)	8,570
Non-controlling interests	(58)		(145)
Net Income (loss) attributable to equity holders of the Company	$ (530)	$ (419)	$ (2,789)	$ 8,570
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.01)	$ (0.02)	$ (0.08)	$ 0.29
Weighted average number of Ordinary shares used in computing basic and diluted loss per share (in Shares)	38,015,346	26,632,090	34,154,570	29,502,030

XML

Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) $ in Thousands	Ordinary shares	Additional Paid-in- capital	Accumulated Deficit	Total Shareholders' Deficiency	Non-controlling interests	Total
Balance at Dec. 31, 2019	$ 2	$ 14,443	$ (25,100)	$ (10,655)		$ (10,655)
Balance (in Shares) at Dec. 31, 2019	20,535,354
Conversion of convertible loans	$ 1	146		146		146
Conversion of convertible loans (in Shares)	3,009,460
Net income (loss)			8,566	8,566		8,566
Balance at Mar. 31, 2020	$ 3	14,589	(16,534)	(1,943)		(1,943)
Balance (in Shares) at Mar. 31, 2020	23,544,814
Conversion of convertible loans		77		77		77
Conversion of convertible loans (in Shares)	5,957,216
Net income (loss)			419	419		419
Balance at Jun. 30, 2020	$ 3	14,666	(16,115)	(1,446)		(1,446)
Balance (in Shares) at Jun. 30, 2020	29,502,030
Issuance of warrants		53		53		53
Net income (loss)			(415)	(415)		(415)
Balance at Sep. 30, 2020	$ 3	14,719	(16,530)	(1,808)		(1,808)
Balance (in Shares) at Sep. 30, 2020	29,502,030
Balance at Dec. 31, 2020	$ 3	15,409	(17,458)	(2,046)		(2,046)
Balance (in Shares) at Dec. 31, 2020	31,665,566
Transactions with non-controlling interests		1,122		1,122	284	1,406
Share Based Compensation to employees and non-employees		27		27		27
Beneficial conversion feature related to convertible loans		530		530		530
Exercise of warrants		39		39		39
Issuance of shares in respect of RSU’s		334		334		334
Issuance of shares in respect of RSU’s (in Shares)	630,250
Net income (loss)			(2,197)	(2,197)	(34)	(2,231)
Balance at Mar. 31, 2021	$ 3	17,461	19,655	(2,191)	250	(1,941)
Balance (in Shares) at Mar. 31, 2021	32,295,816
Conversion of convertible loans	$ 1	260		261		261
Conversion of convertible loans (in Shares)	2,600,000
Share Based Compensation to employees and non-employees		16		16		16
Issuance of shares in respect of RSU’s
Issuance of shares in respect of RSU’s (in Shares)	100,000
Net income (loss)			(62)	(62)	(53)	(115)
Balance at Jun. 30, 2021	$ 4	17,737	(19,717)	(1,976)	197	(1,779)
Balance (in Shares) at Jun. 30, 2021	34,995,816
Share Based Compensation to employees and non-employees		119		119		119
Share Based Compensation to employees and non-employees (in Shares)	471,336
Conversion of convertible loans		545		545		545
Conversion of convertible loans (in Shares)	5,550,000
Net income (loss)			(530)	(530)	(58)	(588)
Balance at Sep. 30, 2021	$ 4	$ 18,401	$ (20,247)	$ (1,842)	$ 139	$ (1,703)
Balance (in Shares) at Sep. 30, 2021	41,017,152

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net income (loss)	$ (2,934)	$ 8,570
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation	1
Share based compensation expenses to employees and non-employees	496
Financial expenses related to convertible loans and warrants	166	596
Change in fair value of convertible component in convertible loans	1,222	301
Gain on liquidation of subsidiary		(9,593)
Changes in assets and liabilities:
Increase in other accounts receivables	(164)	(1)
Increase (decrease) in accounts payables	(18)	5
Increase (decrease) in other accounts payables	(95)	59
Net cash used in operating activities	(1,326)	(63)
Cash flows from investing activities
Increase in restricted cash	(19)
Purchase of property and equipment	(12)
Net cash used in investing activities	(31)
Cash flows from financing activities:
Proceeds from convertible loans	530	300
Proceeds from issuance of shares to minority interests in subsidiary	1,406
Repayment of convertible loans	(74)
Net cash provided by financing activities	1,862	300
Increase in cash and cash equivalents	505	237
Cash and cash equivalents and restricted cash at the beginning of the year	411	2
Cash and cash equivalents at the end of the period	916	239
Supplemental disclosures of non- cash flow information:
Conversion of convertible loans	$ 8,050	$ 223

XML

General

9 Months Ended

Sep. 30, 2021

General [Abstract]

GENERAL

NOTE 1:- GENERAL

a. Seedo Corp. (the “Company”), was incorporated on January 16, 2015, as GRCR Partners Inc., under the laws of Delaware. Prior to September 14, 2018, the Company was solely a provider of risk management and asset protection (“RAP”) services for businesses, individuals and families. On September 14, 2018, the Company acquired Eroll Grow Tech Ltd. (“Eroll”), an Israeli company incorporated on May 18, 2015 (the “Acquisition”). On September 17, 2018, the Company’s name was changed to Seedo Corp. Since the Acquisition of Eroll and through to December 31, 2019, Eroll produced a plant growing device managed and controlled by an artificial intelligent algorithm, allowing consumers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce year-round.

During the third quarter of 2019, Eroll was experiencing financial and operational difficulties and during 2020, entered liquidation proceedings through the Nazareth District Court of the State of Israel (the “Court”). On March 25, 2020, the Court approved the purchase of all of Eroll’s assets by a non-related third-party and therefore, the Company no longer has any legal ties nor privity with Eroll.

On July 19, 2020, the Company formed a new wholly-owned subsidiary in Israel, Hachevra Legiduley Pkaot Beisrael Ltd. (the “New Subsidiary”), to develop a fully automated and remotely managed system for growing saffron and other vegetables. On November 5, 2020, the New Subsidiary changed its name to Saffron-Tech Ltd. (“Saffron Tech”).

The Company, through Saffron Tech, is focusing on its in-house research and development of agriculture technology products, among others, in the fields of exotic plants and mushrooms. Saffron Tech plans to roll out its proof of concept in the coming months. This technology is designed to provide turnkey automated growing containers for high-quality, high-yield saffron all year round. The Company is in advanced stages of developing and testing a fully automated and remotely managed system for growing high-quality, high-yield saffron anywhere and anytime.

On August 10, 2021, the Company announced that its subsidiary, Saffron Tech, has been awarded a $446 thousand grant from the Israeli Innovation Authority. The new grant will allow Saffron Tech to accelerate its R&D program building on its groundbreaking development of the protocols for growing saffron using vertical farming technology. The funds will be allocated to enable the company expand its facilities, allowing it to grow more saffron for commercial use.

b. The Company has an accumulated deficit in the total amount of $20,247 as of September 30, 2021, the Company has negative operating cash flow in the total amount of $1,326 for the nine months ended September 30, 2021, further losses are anticipated in the development of its business. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.

The Company intends to finance operating costs over the next twelve months with existing cash on hand, reducing operating spend, and future issuances of equity and debt securities, or through a combination of the foregoing. However, the Company will need to seek additional sources of financing if the Company requires more funds than anticipated during the next 12 months or in later periods.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business.

The consolidated financial statements for the nine months ended September 30, 2021, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

c. The COVID-19 pandemic, which originated in China in late 2019, has since spread across the globe and affected the economic condition of most, if not all, countries, including the United States, Israel and many countries in Europe. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. While COVID-19 is still spreading and the final implications of the pandemic are difficult to estimate at this stage, it is clear that it has affected the lives of a large portion of the global population. As of March 31, 2021, the pandemic has caused repeated states of emergency to be declared in various countries, ongoing and extended travel restrictions have been imposed for several months, strict quarantines rules have been established and maintained for an extended period of time in a plethora of jurisdictions and various institutions and companies have been closed and rendered bankrupt. The Company is actively monitoring the pandemic and is taking any necessary measures to respond to the situation in cooperation with the various stakeholders. Due to the uncertainty surrounding the COVID-19 pandemic, the Company will continue to assess the situation, including government-imposed restrictions, market by market. It is not possible at this time to estimate the full impact that the COVID-19 pandemic could have on the Company’s business, the continued spread of COVID-19, and any additional measures taken by governments, health officials or by the Company in response to such spread, could have on the Company’s business, results of operations and financial condition. The COVID-19 pandemic and mitigation measures have also negatively impacted global economic conditions, which, in turn, could adversely affect the Company’s business, results of operations and financial condition. The extent to which the COVID-19 outbreak continues to impact the Company’s financial condition will depend on future developments that are highly uncertain and cannot be predicted, including new government actions or restrictions, new information that may emerge concerning the severity, longevity and impact of the COVID-19 pandemic on economic activity.

XML

Unaudited Interim Condensed Consolidated Financial Statements

9 Months Ended

Sep. 30, 2021

Quarterly Financial Information Disclosure [Abstract]

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2:- UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation and Principles of Consolidation:

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

All intercompany accounts and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2020 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 17, 2021 (the “2020 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented .The results for the nine months ended September 30, 2021 are not necessarily indicative of the results for the year ending December 31, 2021, or for any future period.

As of September 30, 2021, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2020 Annual Report.

Fair value of financial instruments

ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows:

Level 1 — Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access.

Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The carrying amounts of cash and cash equivalents, short term deposits, trade receivables, trade payables and short-term loan approximate their fair value due to the short-term maturity of such instruments.

The Company elected to measure some of the convertible loans under the fair value option. Under the fair value option the convertible loans will be measured at fair value in each reporting period until they will be converted, with changes in the fair values being recognized in the Company’s consolidated statement of operations as financial income or expense. The proceeds received for the issuance of the convertible loans were allocated at fair value conducted on an arm’s-length basis.

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

	Balance as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$	-	$	-	$	896	$	896
Total liabilities	$	-	$	-	$	896	$	896

	Balance as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$	-	$	-	$	1,112	$	1,112
Total liabilities	$	-	$	-	$	1,112	$	1,112

XML

Convertible Loans

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

CONVERTIBLE LOANS

NOTE 3:- CONVERTIBLE LOANS

a. On February 21, 2019, the Company received a convertible loan from a third party (“February 2019 Lender”), with a two year term, in the principal amount of $550 which bears 10% annual interest rate out of which $50 was directly transferred as finder fee (“February 2019 Loan”).

On February 20, 2021, the Company and the third party extended the February 2019 loan to November 10, 2021.

The Company at its option shall have the right to redeem, in part or in whole, outstanding principal amount and interest under this loan agreement prior to the maturity date. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding principal amount being redeemed plus outstanding and accrued interest.

The February 2019 Lender is entitled to convert at its option any portion of the outstanding and unpaid principal or accrued interest into fully paid and nonassessable of shares of common stock, at the lower of the fixed conversion price then in effect or the market conversion price. The number of shares of common stock issuable upon conversion of any conversion amount shall be determined by dividing (x) such conversion amount by (y) the fixed conversion price of $2 or (z) 80% of the lowest the volume-weighted average price of the Company’s shares of common stock during the 10 trading days immediately preceding the conversion date.

The Company accounted for the February 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. In 2019, the intrinsic value of the BCF was calculated and the Company allocated $550 to the BCF as additional paid in capital.

On May 12, 2021, the Company repaid a portion of the February 2019 loan and the accrued interest in the amount of $74.

The February 2019 Loan is included in the convertible loans in current liabilities as of September 30, 2021 in the amount of $312, and $350 as of December 31, 2020.

During the nine months ended September 30, 2021 and 2020, the Company recorded interest and financial expenses related to February 2019 Loan in the amount of $46 and $298, respectively.

b. On October 15, 2019, the Company received a convertible loan from a third party (“October 2019 Lender”) in the principal amount of $1,100 that bears an annual 10% interest rate (“October 2019 Loan”). The October 2019 Loan has a two year term. Prior to the maturity date of the October 2019 Loan, the Company, at its option, has the right to redeem, in cash, in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the volume-weighted average price of the Company’s ordinary shares is less than $1.25 and (ii) there is no equity condition failures as defined therein. In the event that the Company wishes to redeem any amount under the October 2019 loan, the Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed in addition to outstanding and accrued interest.

The October 2019 Lender is entitled to convert the principal loan and the outstanding interest (the “Conversion Amount”) into such number of ordinary shares determined by dividing (x) such Conversion Amount by (y) the fixed conversion price of $1.25 or (z) 80% of the lowest the volume-weighted average price of the Company’s ordinary shares during the 10 trading days immediately preceding the conversion date.

As of September 30, 2021 and December 31, 2020, the BCF was revalued at $500 and $610, respectively.

The Company estimated the fair value of BCF using the Monte Carlo option pricing model using the following weighted average assumptions:

	December 31, 2020			September 30, 2021
Share price	$	0.15		$	0.16
Dividend yield		0	%		0	%
Risk-free interest rate		0.10	%		0.07	%
Expected term (in years)		0.79			0.04
Volatility		133.48	%		88.67	%

The October 2019 Loan is included in the convertible loans in current liabilities as of September 30, 2021 in the amount of $1,290, and $754 as of December 31, 2020.

During the nine months ended September 30, 2021 and 2020, the Company recorded interest and financial expenses related to the October 2019 Loan in the amount of $385 and $522, respectively.

d. On August 7, 2020 and August 11, 2020, the Company received two convertible loans from two third parties (“August 2020 Lenders”) in the aggregate amount of $300 (the “August 2020 Loan”). The August 2020 Loans have a maturity date of August 7, 2022 and August 11, 2020 (“Maturity Dates”) and accrue annual interest at a rate of 10%.

The August 2020 Loans are convertible by the August 2020 Lenders into Shares, at their discretion, at the lower of a fixed price of $0.102 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”).

The Company accounted for the August 2020 Loan in accordance with ASC 470-20, Debt with conversion and other Options. As of September 30, 2021 and December 31, 2020, the BCF was revalued at $397 and $502, respectively.

The Company estimated the fair value of BCF using the Monte Carlo option pricing model using the following weighted average assumptions:

	December 31, 2020			September 30, 2021
Share price	$	0.15		$	0.16
Dividend yield		0			0
Risk-free interest rate		0.12	%		0.07	%
Expected term (in years)		1.58			0.86
Volatility		142.65	%		121.64	%

The August 2020 Loan is included in convertible loans in long term liabilities as of September 30, 2021 in the amount of $208, and $73 as of December 31, 2020.

During the nine months ended September 30, 2021 and 2020, the Company recorded interest and financial expenses related to August 2020 Loan in the amount of $30 and $55, respectively.

e. During November 2020 through to December 31, 2020, the Company received $425 from third party investors from the issuance of convertible promissory notes (“2020 Promissory Notes”). The Promissory Notes bear no interest, are convertible into Shares based on a fixed conversion price of $0.10 per share and mature between 6 and 24 months from the issuance date. Pursuant to Promissory Notes, one of the investors received warrants to purchase 330,000 Shares at an exercise price of $0.15 through to December 17, 2020. (“2020 Promissory Warrants”)

From January 2021 through to February 16, 2021, the Company received an additional $530 from third party investors from the issuance of Promissory Notes (“2021 Promissory Notes). One of the investors received 330,000 warrants (“2021 Promissory Warrants”). The 2021 Promissory Warrants have the same terms as the 2020 Promissory Notes and expire on January 3, 2022.

The Company estimated the fair value of warrants using the Black-Scholes-Merton option pricing model using the following weighted average assumptions:

	December 31, 2020			January to February 2021
	Promissory Notes			Promissory Notes
Share price	$	0.19			0.15-0.55
Dividend yield		0	%		0	%
Risk-free interest rate		0.1	%		0.1	%
Expected term (in years)		2			1-2
Volatility		176	%		176	%

The fair value of the 2020 Promissory Warrants was $41 and is included in additional paid in capital for the year ended December 31, 2020.

The fair value of the 2021 Promissory Warrants was $39 and is included in additional paid in capital for the nine months ended September 30, 2021.

The Company accounted for the 2020 and 2021 Promissory Notes in accordance with ASC 470-20, Debt with conversion and other Options. The intrinsic value of the BCF for the 2020 Promissory Notes was calculated and the Company allocated $425 to the BCF as additional paid in capital in 2020. The intrinsic value of the BCF for the 2021 Promissory Notes was calculated and the Company allocated $530 to the BCF as additional paid in capital in 2021.

From June 2021 through to August 2021, Promissory Notes in the amount of $805 were converted into 8,050,000 shares of the Company.

The 2020 and 2021 Promissory Notes are included in convertible loans in current liabilities as of September 30, 2021 in the amount of $76, and $24 as of December 31, 2020.

During the nine months period ended September 30, 2021 and 2020, the Company recorded interest and financial expenses related to 2021 and 2021 Promissory Notes in the amount of $569 and nil, respectively.

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Related Parties

9 Months Ended

Sep. 30, 2021

Related Parties [Abstract]

RELATED PARTIES

NOTE 4:- RELATED PARTIES

a.	During the nine-month period ended September 30, 2021, the Company granted two directors 600,000 fully vested Restricted Share Units (“RSU’s”). The fair value of the RSU’s at the date of the grant was $334.
b.	During the nine months ended September 30, 2021 and 2020, the Company paid compensation expenses to related parties (CEO, CFO and directors) in the amount of $248 and 11, respectively.
c.	Amounts owing to related parties (CEO, CFO and directors) as of September 30, 2021 and December 31, 2020 were $4 and $14, respectively.
d.	From July 2021 through to August, 2021, the Company granted three directors 171,336 shares. The fair value of the shares at the date of the grant was $106.

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Shareholders’ Deficiency

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

SHAREHOLDERS’ DEFICIENCY

NOTE 5:- SHAREHOLDERS’ DEFICIENCY

a. Issuance of shares:

1. On March 9, 2021, the Company issued 130,250 shares in respect of RSU’s granted during 2020.

2. On March 23, 2021, the Company issued a total of 500,000 shares to two directors in respect of 500,000 RSU’s that were granted to them (see note 4a). The RSU’s vested immediately and had an exercise price of nil. The fair value of the RSU’s at the date of the grant was $275.

3. On April 1, 2021, the Company issued a total of 100,000 shares to two directors in respect of 100,000 RSU’s that were granted to them (see note 4a). The RSU’s vested immediately and had an exercise price of nil. The fair value of the RSU’s at the date of the grant was $59.

4.	From June 2021 through to August 2021, the Company issued 8,050,000 shares in respect of converted Promissory Notes in the amount of $805 (note 3(e)).
5.	From July 2021 through to August, 2021, the Company granted three directors 471,336 shares see note 4d). The fair value of the shares at the date of the grant was $106.

b. Warrants

A summary of warrant activity during the nine months period ended September 30, 2021 and year ended December 31, 2020 is as follows:

	Number			Average exercise price
Warrants outstanding at January 1, 2020		1,150,833		$	1.69
Granted		1,080,000			0.18
Exercised		-			-
Expired		(100,000	)		2
Warrants outstanding at December 31, 2020		2,130,833		$	0.81
Granted		330,000			0.15
Exercised		-			-
Expired		(473,333	)		1.94
Warrants outstanding at September 30, 2021		1,987,500			0.54

The following warrants are outstanding and exercisable as of September 30, 2021:

Issuance date	Warrants outstanding		Exercise price per warrant		Warrants outstanding and exercisable		Expiry date
February 21, 2019		137,500	$	2.00		137,500	February 21, 2022
October 15, 2019		440,000	$	1.25		440,000	October 15, 2024
August 7, 2020		500,000	$	0.20		500,000	August 7, 2025
August 11, 2020		250,000	$	0.20		250,000	August 11, 2025
December 17, 2020		330,000	$	0.15		330,000	December 17, 2021
January 3, 2021		330,000	$	0.15		330,000	January 3, 2022
		1,987,500				1,987,500

c. Share option plans:

On April 1, 2019, the Company’s board of directors adopted the Seedo Corp. 2018 Share Options Plan (the “2018 Plan”).

Awards granted under the 2018 Plan are subject to vesting schedules and unless determined otherwise by the administrator of the 2018 Plan, generally vest following a period of four years from the applicable vesting commencement date, such that the awards vest in four annual equal installments and/or generally vest following a period of one year from the applicable vesting commencement date, such that the awards vest in four quarterly equal installments.

Subject to the discretion of the 2018 Plan administrator, if an award has not been exercised within seven years after the date of the grant, the award expires.

(i) A summary of employee share options activity during the nine-month period ended September 30, 2021 and for the year ended December 31, 2020 is as follows:

	Number			Average weighted exercise price
Options outstanding at January 1, 2020		1,605,880		$	1.00
Granted		1,660,000		$	0.11
Exercised		-			-
Forfeited		(1,605,882	)		-
Options outstanding at December 31, 2020		1,660,000			-
Granted		-			-
Exercised		-			-
Forfeited		-			-
Options outstanding at September 30, 2021		1,660,000		$	0.11
Options exercisable at September 30, 2021		935,000		$	0.11

d. Restricted Share Units:

RSUs under the 2018 Plan may be granted upon such terms and conditions, no monetary payment (other than payments made for applicable taxes) shall be required as a condition of receiving the Company’s shares pursuant to a grant of RSUs, and unless determined otherwise by the Company, the aggregate nominal value of such RSUs shall not be paid and the Company shall capitalize applicable profits or take any other action to ensure that it meets any requirement of applicable laws regarding issuance of shares for consideration that is lower than the nominal value of such shares. If, however, the Company’s board of directors determines that the nominal value of the shares shall not be waived and shall be paid by the grantees, then it shall determine procedures for payment of such nominal value by the grantees or for collection of such amount from the grantees by the Company.

Shares issued pursuant to any RSUs units may (but need not) be made subject to exercise conditions, as shall be established by the Company and set forth in the applicable notice of grant evidencing such award. During any restriction period in which shares acquired pursuant to an award of RSUs remain subject to exercise conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of unless otherwise provided in the 2018 Plan. Upon request by the Company, each grantee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares hereunder and the Company may place appropriate legends evidencing any such transfer restrictions on the relevant share certificates.

A summary of RSU activity during the nine months ended September 30, 2021 years ended December 31, 2020 is as follows:

	Number
RSU outstanding at January 1, 2020		130,250
Granted		1,035,000
Exercised		(675,000	)
Forfeited		-
RSU outstanding at December 31, 2020		490,250
Granted (Note 4a)		600,000
Exercised (Note 5a(1-3))		(730,250	)
Forfeited		-
RSU’s outstanding at September 30, 2021		360,000

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Financial Expenses

9 Months Ended

Sep. 30, 2021

Other Income and Expenses [Abstract]

FINANCIAL EXPENSES

NOTE 6:- FINANCIAL EXPENSES

	Three months ended					Nine months ended
	September 30, 2021			September 30, 2020		September 30, 2021			September 30, 2020
Financial expenses related to interest and revaluation of convertible component in convertible loans	$	108		$	289	$	1,318		$	897
Financial expenses related to warrants		-			-		39			-
Foreign currency transactions and other		(10	)		1		(17	)		1
		98			290		1,340			898

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Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 7:- SUBSEQUENT EVENTS

1. On October 5, 2021, the Company granted a director 75,000 shares. The fair value of the shares at the date of the grant was $12.

2. During October 2021, a consultant executed an exercise of 500,000 options and received 291,667 shares.

3. On October 28, 2021, Saffron Tech received $154 from the Israeli Innovation Authority, representing 35 percent of the grant approved to the Company by the Israeli Innovation Authority.

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Unaudited Interim Condensed Consolidated Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Quarterly Financial Information Disclosure [Abstract]

Schedule of financial assets and liabilities measured value recurring basis

	Balance as of September 30, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$	-	$	-	$	896	$	896
Total liabilities	$	-	$	-	$	896	$	896

	Balance as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$	-	$	-	$	1,112	$	1,112
Total liabilities	$	-	$	-	$	1,112	$	1,112

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Convertible Loans (Tables)

9 Months Ended

Sep. 30, 2021

Convertible Loans (Tables) [Line Items]

Schedule of black-scholes-merton option pricing model

	December 31, 2020			September 30, 2021
Share price	$	0.15		$	0.16
Dividend yield		0	%		0	%
Risk-free interest rate		0.10	%		0.07	%
Expected term (in years)		0.79			0.04
Volatility		133.48	%		88.67	%

	December 31, 2020			September 30, 2021
Share price	$	0.15		$	0.16
Dividend yield		0			0
Risk-free interest rate		0.12	%		0.07	%
Expected term (in years)		1.58			0.86
Volatility		142.65	%		121.64	%

Warrant [Member]

Convertible Loans (Tables) [Line Items]

Schedule of black-scholes-merton option pricing model

	December 31, 2020			January to February 2021
	Promissory Notes			Promissory Notes
Share price	$	0.19			0.15-0.55
Dividend yield		0	%		0	%
Risk-free interest rate		0.1	%		0.1	%
Expected term (in years)		2			1-2
Volatility		176	%		176	%

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Shareholders’ Deficiency (Tables)

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Schedule of warrant activity

	Number			Average exercise price
Warrants outstanding at January 1, 2020		1,150,833		$	1.69
Granted		1,080,000			0.18
Exercised		-			-
Expired		(100,000	)		2
Warrants outstanding at December 31, 2020		2,130,833		$	0.81
Granted		330,000			0.15
Exercised		-			-
Expired		(473,333	)		1.94
Warrants outstanding at September 30, 2021		1,987,500			0.54

Schedule of warrants and are outstanding

Issuance date	Warrants outstanding		Exercise price per warrant		Warrants outstanding and exercisable		Expiry date
February 21, 2019		137,500	$	2.00		137,500	February 21, 2022
October 15, 2019		440,000	$	1.25		440,000	October 15, 2024
August 7, 2020		500,000	$	0.20		500,000	August 7, 2025
August 11, 2020		250,000	$	0.20		250,000	August 11, 2025
December 17, 2020		330,000	$	0.15		330,000	December 17, 2021
January 3, 2021		330,000	$	0.15		330,000	January 3, 2022
		1,987,500				1,987,500

Schedule of employee share options activity

	Number			Average weighted exercise price
Options outstanding at January 1, 2020		1,605,880		$	1.00
Granted		1,660,000		$	0.11
Exercised		-			-
Forfeited		(1,605,882	)		-
Options outstanding at December 31, 2020		1,660,000			-
Granted		-			-
Exercised		-			-
Forfeited		-			-
Options outstanding at September 30, 2021		1,660,000		$	0.11
Options exercisable at September 30, 2021		935,000		$	0.11

Schedule of RSU activity

	Number
RSU outstanding at January 1, 2020		130,250
Granted		1,035,000
Exercised		(675,000	)
Forfeited		-
RSU outstanding at December 31, 2020		490,250
Granted (Note 4a)		600,000
Exercised (Note 5a(1-3))		(730,250	)
Forfeited		-
RSU’s outstanding at September 30, 2021		360,000

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Financial Expenses (Tables)

9 Months Ended

Sep. 30, 2021

Other Income and Expenses [Abstract]

Schedule of Financial Expenses

	Three months ended					Nine months ended
	September 30, 2021			September 30, 2020		September 30, 2021			September 30, 2020
Financial expenses related to interest and revaluation of convertible component in convertible loans	$	108		$	289	$	1,318		$	897
Financial expenses related to warrants		-			-		39			-
Foreign currency transactions and other		(10	)		1		(17	)		1
		98			290		1,340			898

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General (Details) - USD ($) $ in Thousands		9 Months Ended
	Aug. 10, 2021	Sep. 30, 2021
Accounting Policies [Abstract]
Awarded amount	$ 446
Accumulated deficit total		$ (20,247)
Operating cash flow total		$ 1,326

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Unaudited Interim Condensed Consolidated Financial Statements (Details) - Schedule of financial assets and liabilities measured value recurring basis - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$ 896	$ 1,112
Total liabilities	896	1,112
Level 1 [Member]
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs
Total liabilities
Level 2 [Member]
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs
Total liabilities
Level 3 [Member]
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	896	1,112
Total liabilities	$ 896	$ 1,112

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Convertible Loans (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended		9 Months Ended	12 Months Ended
	May 12, 2021	Aug. 11, 2020	Aug. 07, 2020	Oct. 15, 2019	Jun. 30, 2021	Feb. 21, 2019	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 31, 2021	Feb. 16, 2021	Sep. 30, 2020	Oct. 31, 2019
Convertible Loans (Details) [Line Items]
Accrued interest	$ 74
Debt interest and financial expenses							$ 569
Revalued values of BCF							$ 500	$ 610
Promissory Notes					$ 805
Converted shares (in Shares)					8,050,000
Convertible Loan [Member]
Convertible Loans (Details) [Line Items]
Convertible loan, description				the Company received a convertible loan from a third party (“October 2019 Lender”) in the principal amount of $1,100 that bears an annual 10% interest rate (“October 2019 Loan”). The October 2019 Loan has a two year term. Prior to the maturity date of the October 2019 Loan, the Company, at its option, has the right to redeem, in cash, in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the volume-weighted average price of the Company’s ordinary shares is less than $1.25 and (ii) there is no equity condition failures as defined therein. In the event that the Company wishes to redeem any amount under the October 2019 loan, the Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed in addition to outstanding and accrued interest.		On February 21, 2019, the Company received a convertible loan from a third party (“February 2019 Lender”), with a two year term, in the principal amount of $550 which bears 10% annual interest rate out of which $50 was directly transferred as finder fee (“February 2019 Loan”).
February 2019 Lender [Member]
Convertible Loans (Details) [Line Items]
Percentage of redemption premium							20.00%
Conversion price (in Dollars per share)							$ 2
Lowest the volume-weighted average price							80.00%
February 2019 Loan [Member]
Convertible Loans (Details) [Line Items]
Intrinsic value of the BCF									$ 550
Debt amount							$ 312	350
Debt interest and financial expenses							46					$ 298
October 2019 Lender [Member]
Convertible Loans (Details) [Line Items]
Conversion price (in Dollars per share)													$ 1.25
Maturity, term				2 years
October 2019 Lender [Member] | Subsequent Event [Member]
Convertible Loans (Details) [Line Items]
Lowest the volume-weighted average price										80.00%
October 2019 Loan [Member]
Convertible Loans (Details) [Line Items]
Debt amount							1,290	754
Debt interest and financial expenses							385					522
August 2020 Loan [Member]
Convertible Loans (Details) [Line Items]
Revalued values of BCF							397	502
Fair value convertible loan		$ 300	$ 300
Maturity date			Aug. 07, 2022
Interest rate			10.00%
Debentures description		The August 2020 Loans are convertible by the August 2020 Lenders into Shares, at their discretion, at the lower of a fixed price of $0.102 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”).
August 2020 Lenders [Member]
Convertible Loans (Details) [Line Items]
Debt amount							208	$ 73
Debt interest and financial expenses							30					55
Maturity date		Aug. 11, 2020
Promissory Notes [Member]
Convertible Loans (Details) [Line Items]
Conversion price (in Dollars per share)								$ 0.1
Intrinsic value of the BCF							530	$ 425
Debt amount							76	24
Debt interest and financial expenses
Debt amount								$ 425			$ 530
Warrants issued (in Shares)								330,000			330,000
Exercise price (in Dollars per share)								$ 0.15
Short-term loan							$ 39	$ 41

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Convertible Loans (Details) - Schedule of BCF using the Monte Carlo option pricing model - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
October 2019 Lender [Member]
Convertible Loans (Details) - Schedule of BCF using the Monte Carlo option pricing model [Line Items]
Share price (in Dollars per share)	$ 0.16	$ 0.15
Dividend yield	0.00%	0.00%
Risk-free interest rate	0.07%	0.10%
Expected term (in years)	14 days	9 months 14 days
Volatility	88.67%	133.48%
August 2020 Lenders [Member]
Convertible Loans (Details) - Schedule of BCF using the Monte Carlo option pricing model [Line Items]
Share price (in Dollars per share)	$ 0.16	$ 0.15
Dividend yield	0.00%	0.00%
Risk-free interest rate	0.07%	0.12%
Expected term (in years)	10 months 9 days	1 year 6 months 29 days
Volatility	121.64%	142.65%

XML

Convertible Loans (Details) - Schedule of black-scholes-merton option pricing model - Promissory Notes [Member] - $ / shares	2 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2020
Convertible Loans (Details) - Schedule of black-scholes-merton option pricing model [Line Items]
Share price (in Dollars per share)		$ 0.19
Dividend yield	0.00%	0.00%
Risk-free interest rate	0.10%	0.10%
Expected term (in years)		2 years
Volatility	176.00%	176.00%
Minimum [Member]
Convertible Loans (Details) - Schedule of black-scholes-merton option pricing model [Line Items]
Share price (in Dollars per share)	$ 0.15
Expected term (in years)	1 year
Maximum [Member]
Convertible Loans (Details) - Schedule of black-scholes-merton option pricing model [Line Items]
Share price (in Dollars per share)	$ 0.55
Expected term (in years)	2 years

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Related Parties (Details) $ in Thousands	2 Months Ended	9 Months Ended		12 Months Ended
	Aug. 31, 2021 USD ($) shares	Sep. 30, 2021 USD ($) shares	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Related Party Transactions [Abstract]
Number of directors	3	2
Vested restricted share units (in Shares) | shares		600,000
Fair value of RSU's		$ 334
Compensation expenses		248	$ 11
Amounts owing to related parties		$ 4		$ 14
Shares issued (in Shares) | shares	171,336
Fair value	$ 106

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Shareholders’ Deficiency (Details) $ in Thousands				1 Months Ended	2 Months Ended	3 Months Ended	9 Months Ended
	Mar. 23, 2021 USD ($) $ / shares shares	Mar. 09, 2021 shares	Apr. 02, 2019	Apr. 02, 2021 USD ($) $ / shares shares	Aug. 31, 2021 USD ($) shares	Aug. 31, 2021 USD ($) shares	Sep. 30, 2021 USD ($)
Shareholders’ Deficiency (Details) [Line Items]
Issuance of shares					171,336
Number of directors					3		2
Fair value of RSU's (in Dollars) | $							$ 334
Issuance of shares						8,050,000
Convertible Notes Payable (in Dollars) | $					$ 805	$ 805
Shares issued					471,336
Fair value (in Dollars) | $					$ 106
2018 Plan [Member]
Shareholders’ Deficiency (Details) [Line Items]
Maturity term			4 years
Vesting period			1 year
Exercised term			7 years
RSU’s [Member]
Shareholders’ Deficiency (Details) [Line Items]
Issuance of shares	500,000	130,250		100,000
Number of directors	2			2
Restricted stock unit shares issued	500,000			100,000
RSUs exercise price (in Dollars per share) | $ / shares
Fair value of RSU's (in Dollars) | $	$ 275			$ 59

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Shareholders’ Deficiency (Details) - Schedule of warrant activity - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Schedule of warrant activity [Abstract]
Warrant outstanding at the beginning of the period	2,130,833	1,150,833
Average exercise price beginning of the period	$ 0.81	$ 1.69
Warrants, Granted	330,000	1,080,000
Average exercise price, Granted	$ 0.15	$ 0.18
Warrant, Exercised
Average exercise price, Exercised
Warrants, Expired	(473,333)	(100,000)
Average exercise price, Expired	$ 1.94	$ 2
Warrants outstanding at June 30, 2021	1,987,500	2,130,833
Warrants outstanding at June 30, 2021	$ 0.54	$ 0.81

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Shareholders’ Deficiency (Details) - Schedule of warrants and are outstanding	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants outstanding	1,987,500
Warrants outstanding and exercisable	1,987,500
February 21, 2019 [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	137,500
Exercise price per warrant (in Dollars per share) | $ / shares	$ 2
Warrants outstanding and exercisable	137,500
Expiry date	Feb. 21, 2022
October 15, 2019 [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	440,000
Exercise price per warrant (in Dollars per share) | $ / shares	$ 1.25
Warrants outstanding and exercisable	440,000
Expiry date	Oct. 15, 2024
August 7, 2020 [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	500,000
Exercise price per warrant (in Dollars per share) | $ / shares	$ 0.2
Warrants outstanding and exercisable	500,000
Expiry date	Aug. 07, 2025
August 11, 2020 [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	250,000
Exercise price per warrant (in Dollars per share) | $ / shares	$ 0.2
Warrants outstanding and exercisable	250,000
Expiry date	Aug. 11, 2025
December 17, 2020 [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	330,000
Exercise price per warrant (in Dollars per share) | $ / shares	$ 0.15
Warrants outstanding and exercisable	330,000
Expiry date	Dec. 17, 2021
January 3, 2021 [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	330,000
Exercise price per warrant (in Dollars per share) | $ / shares	$ 0.15
Warrants outstanding and exercisable	330,000
Expiry date	Jan. 03, 2022

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Shareholders’ Deficiency (Details) - Schedule of employee share options activity - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Schedule of employee share options activity [Abstract]
Number Options outstanding Beginning balance	1,660,000	1,605,880
Average weighted exercise price Options outstanding Beginnng balance		$ 1
Number Options outstanding Ending balance	1,660,000	1,660,000
Average weighted exercise price Options outstanding Ending balance	$ 0.11
Number Options exercisable Ending balance	935,000
Average weighted exercise price Options exercisable Ending balance	$ 0.11
Number Options Granted		1,660,000
Average weighted exercise price Granted		$ 0.11
Number Options Exercised
Average weighted exercise price Exercised
Number Options Forfeited		(1,605,882)
Average weighted exercise price Forfeited

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Shareholders’ Deficiency (Details) - Schedule of RSU activity - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Schedule of RSU activity [Abstract]
RSU's outstanding at the beginning of the period	490,250	130,250
RSU's outstanding at the end of the period	360,000	490,250
RSU’s Granted	600,000	1,035,000
RSU’s Exercised	(730,250)	(675,000)
RSU’s Forfeited

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Financial Expenses (Details) - Schedule of Financial Expenses - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Schedule of Financial Expenses [Abstract]
Financial expenses related to interest and revaluation of convertible component in convertible loans	$ 108	$ 289	$ 1,318	$ 897
Financial expenses related to warrants			39
Foreign currency transactions and other	(10)	1	(17)	1
Total	$ 98	$ 290	$ 1,340	$ 898

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Subsequent Events (Details) - USD ($) $ in Thousands	1 Months Ended
	Oct. 31, 2021	Oct. 28, 2021	Oct. 05, 2021
Subsequent Events [Abstract]
Shares issued			75,000
Fair value (in Dollars)			$ 12
Share option exercise	500,000
Received shares	291,667
Subsequent event, description		Saffron Tech received $154 from the Israeli Innovation Authority, representing 35 percent of the grant approved to the Company by the Israeli Innovation Authority.