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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2017
Equity [Abstract] |
Stockholders' Equity | Note 6. Stockholders’ Equity. Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of shareholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company. Preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis, and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any common stock. The following table summarizes information of outstanding warrants issued to investors and consultants in exchange for their services as of December 31, 2017:
|  | Warrants |  |  | Warrant Term |  |  | Exercise Price |  |  | Exercisable |
Investors - Class A Warrants |  |  | 6,334,626 |  |  |  | 1 year |  |  | $ | 0.14-0.80 |  |  |  | 6,334,626 |
Investors - Class B Warrants |  |  | 5,400,478 |  |  |  | 5 years |  |  | $ | 0.14 |  |  |  | 5,400,478 |
Alimi Ahmed - Class E Warrants (1) |  |  | 900,000 |  |  |  |  | (1) |  | $ | 0.0001 |  |  |  | 900,000 |
(1) During 2015, a total of 2,700,000 Class E Warrants were issued by the Company to Lior Wayn pursuant to the terms of the Share Exchange Agreement and were exercisable in three equal tranches of 900,000 Shares each (the “Tranches”) at an exercise price of $0.0001 per Share, subject to and within 45 days of the Company achieving the milestones defined in the Share Exchange Agreement. On December 16, 2016, the Company terminated Lior Way’s employment agreements with the Company and Emerald Israel, and his removal as an executive officer and director. During 2017, Mr. Wayn transferred, sold and assigned his 5,212,878 shares of the Company’s common stock and 900,000 Class E Warrants that were fully-vested to an entity controlled by Mr. Alimi Ahmed, then a member of the Company’s Board of Directors. Effective as of December 31, 2016, the remaining 1,800,000 Class E Warrants that had been issued to Mr. Wayn were canceled. Issuances of Common Stock and Warrants during 2016 and 2017 Certain warrants were issued together with convertible notes, as detailed in Note 6. On January 26, 2016 and March 17, 2016, the Company issued 125,000 common shares to one service provider and 50,000 common shares to two service providers, respectively, for services valued at a total value of $251,250, arrived at using the stock price on date of grant of $1.75 and $0.65, respectively. On February 18, 2016, the Company issued 1,195,000 shares to three acting directors, for services valued at a total value of $1,194,403, arrived at using the stock price on date of grant of $1.00. On January 26, 2016, consultants that were previously issued 2,500,000 Class B Warrants exercisable for a two-year period to acquire one (1) share of Common Stock at a price of $0.40 per share, exercised the warrants on a cashless basis resulting in 1,928,572 shares issued with no additional related expense booked. On May 5, 2016, the Company issued 150,000 shares to one service provider for services valued at a total value of $105,000, arrived at using the stock price on date of grant of $0.7. On May 10, 2016, the Company issued 41,667 shares to one service provider for services valued at a total value of $29,584, arrived at using the stock price on date of grant of $0.71. On May 18, 2016, the Company issued 150,000 shares to one service provider for services valued at a total value of $102,000, arrived at using the stock price on date of grant of $0.68. On June 28, 2016, the Company issued 175,000 shares to three service providers for services valued at a total value of $122,500, arrived at using the stock price on date of grant of $0.7. On June 30, 2016, the Company issued 333,333 shares to one service provider for services valued at a total value of $226,666, arrived at using the stock price on date of grant of $0.68. On July 1, 2016, the Company issued 300,000 shares to one service provider for service valued at a total value of $213,000 arrived at using the stock price on date of grant of $0.71. On July 1, 2016, the Company issued 6,767 shares to one service provider for service valued at a total value of $3,587 arrived at using the stock price on date of grant of $0.53. On August 4, 2016, the Company issued 31,250 shares to one service provider for service valued at a total value of $15,313, arrived at using the stock price on date of grant of $0.49. The total value of the services provided in respect of the above-mentioned share issuances between May 2016 and June 2016 were charged to general and administrative expenses in the Statement of Comprehensive Loss. On November 10, 2016, the Company issued 119,000 units to Guy Shalom in total amount of $47,600. Each unit consist 119,000 Class A Warrants exercisable for a two-year period in exercise price of $0.80 and 119,000 common shares. On February 24, 2017, Publicis Groupe 90 (“Publicis 90”) invested 500,000 Euros or approximately U$526,000 and the Registrant accepted a Reg S Subscription Agreement from Publicis 90 in consideration for the issuance to Publicis 90 of 1,315,563 restricted shares of the Registrant’s common stock at a subscription price of $0.40 per share. The issuance was made in reliance upon the exemptions provided in Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation S promulgated by the SEC under the Act. On April 25, 2017, a holder of a convertible note in the principal amount of $100,000 issued in July 2016, converted $10,400 into 74,572, shares based on an adjusted conversion price of $0.14. The conversion price was adjusted on March 22, 2017 pursuant to the provisions of the 2016 Secured Convertible Note Agreement. On June 12, 2017, certain warrant holders holding 1,100,000 Class A Warrants and 1,100,000 Class B Warrants, elected to exercise certain warrants on a cashless basis. In accordance with the 2016 Secured Convertible Note Agreement the Class A warrants and Class B warrants were increased to 5,665,626 each, based on an adjusted share price of $0.14 per share and 3,451,490 Class B Warrants were converted to 1,096,395 shares at $0.14 per share. The exercise price and amount of shares issued were adjusted on March 22, 2017. On June 12, 2017, the Company completed the issuance of 125,000 shares of the Company’s common stock to Alpha pursuant to the Company’s agreement with Alpha in the prior year. In July and August 2017, the Company received $80,000 in respect of 571,429 units to two accredited investors for $0.14 per unit. Each unit consist (i) 571,429 shares at a price of $0.14 per share, (ii) 571,429 Class H warrants exercisable for a one-year period in exercise price of $0.14, and (iii) 571,429 Class I warrants exercisable for a two-year period. As of December 31, 2017, the Company had not issued the shares or the warrants to the accredited investors as such, the proceeds were recorded as Receipts on Account of shares in the Company’s shareholders equity statement. During 2017, Class A warrants issued during 2015 which were exercisable to acquire 4,149,719 shares, expired. During 2016, the Class C warrants issued during 2014, expired. Recent Option Grants During the fiscal year ended December 31, 2017, the Company had outstanding awards for stock options under its 2017 Stock Incentive Plan (the “Plan”). The Plan, which was approved by the Board of Directors on December 1, 2017 and provides for the grant of up to 2 million shares to eligible participants bearing such terms and conditions, including but not limited to vesting provisions, exercise price(s) and other terms as the Board of Directors may reasonably determine from time to time, expires on November 30, 2023. Options granted under the Plan may be exercised on a cash or cashless basis, and the number of shares eligible for grant under the Plan may be increased, and the option exercise price(s) and vesting terms may the adjusted by, the Board of Directors, subject to provisions of the Plan and applicable laws and rules. Any options under the Plans that are canceled or forfeited before expiration become available for future grants. The Board of Directors of the Company administers the Company’s stock incentive compensation and equity-based plans. On February 11, 2016, the Company’s board of directors approved a grant of 70,533 options to certain of its employees. Each option is exercisable to purchase a share of common stock at an exercise price equal to $0.01-$0.4 per share. As of December 31,2016, 47,133 options were fully-vested, and 31,500 options were canceled. As a result, the Company recognized share-based payment expenses in 2016 in the amount of $21,798. On February 18, 2016, the Company’s board of directors approved a grant of 1,466,700 options to certain of its employees and consultants. Each option is exercisable to purchase a share of common stock at an exercise price equal to $0.01- $0.4 per share. As of December 31,2016, all the options were fully vested. As a result, the Company recognized share-based payment expenses in 2016 in the amount of $1,389,614. On May 5, 2016, the Company’s board of directors approved a grant of 93,750 options to certain of consultants. Each option is exercisable to purchase a share of common stock at an exercise price equal to $0.001 per share. As of December 31, 2016, all the options were fully vested. As a result, the Company recognized share-based payment expenses in 2016 in the amount of $61,455. On October 1, 2016, the Company’s board of directors approved a grant of 2,514,500 options to certain of its executive, director and consultants. Each option is exercisable to purchase a share of common stock at an exercise price equal to $0.001- $0.40 per share. As of December 31, 2016, 1,111,500 options were fully vested and $450,000 thousands were canceled. As a result, the Company recognized share-based payment expenses in 2016 in the amount of $396,222. On November 3, 2016, the Company’s board of directors approved a grant of 339,000 options to certain of its employees. Each option is exercisable to purchase a share of common stock at an exercise price equal to $0.2-$0.4 per share. As of December 31,2016, 139,000 options were fully vested. As a result, the Company recognized share-based payment expenses in 2016 in the amount of $40,747. A summary of the Company’s activity related to options to employees, executives, directors and consultants and related information is as follows:
|  | For the year ended December 31, 2017 |  |  | For the year ended December 31, 2016 |
|  | Amount of options |  |  | Weighted average exercise price |  |  | Aggregate intrinsic value |  |  | Amount of options |  |  | Weighted average exercise price |  |  | Aggregate intrinsic value |
|  |  |  |  | $ |  |  | $ |  |  |  |  |  | $ |  |  | $ |
Outstanding at beginning of year |  |  | 4,193,397 |  |  |  | 0.11 |  |  |  |  |  |  |  | 561,280 |  |  |  | 0.0666 |  |  |  |  |
Granted |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 5,440,483 |  |  |  | 0.1336 |  |  |  |  |
Exercised |  |  | - |  |  |  | - |  |  |  |  |  |  |  | (697,086 | ) |  |  | - |  |  |  |  |
Cancelled |  |  | (4,130,397 | ) |  |  | (0.11 | ) |  |  |  |  |  |  | (550,000 | ) |  |  | (0.3956 | ) |  |  |  |
Outstanding at the end of year |  |  | 62,500 |  |  |  | 0.01 |  |  |  |  |  |  |  | 4,193,397 |  |  |  | 0.11 |  |  |  | 1,006,415 |
Vested and expected-to-vest at end of period |  |  | 62,500 |  |  |  | 0.01 |  |  |  | - |  |  |  | 3,288,062 |  |  |  | 0.11 |  |  |  | 789,134 |
The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’s common shares on December 31, 2017 and December 31, 2016 respectively and the exercise price, multiplied by the number of in-the-money stock options on those dates) that would have been received by the stock option holders had all stock option holders exercised their stock options on those dates. The stock options outstanding as of December 31, 2017, and December 31, 2016, have been separated into exercise prices, as follows:
Exercise price |  | Stock options outstanding as of December 31, |  |  | Weighted average remaining contractual life – years as of December 31, |  |  | Stock options exercisable as of December 31, |
|  | 2017 |  |  | 2016 |  |  | 2017 |  |  | 2016 |  |  | 2017 |  |  | 2016 |
0.4 |  |  | - |  |  |  | 1,208,600 |  |  |  | - |  |  |  | 9.25 |  |  |  | - |  |  |  | 1,208,600 |
0.2 |  |  | - |  |  |  | 1,870,000 |  |  |  | - |  |  |  | 9 |  |  |  | - |  |  |  | 1,870,000 |
(*) |  |  | 62,500 |  |  |  | 1,114,797 |  |  |  | 8.25 |  |  |  | 9.25 |  |  |  | 62,500 |  |  |  | 1,114,797 |
|  |  | 62,500 |  |  |  | 4,193,397 |  |  |  | 8.25 |  |  |  | 9.25 |  |  |  | 4,193,397 |  |  |  | 4,193,397 |
(*) 0.01 or less Compensation expense recorded by the Company in respect of its stock-based employee compensation awards in accordance with ASC 718-10 for the year ended December 31, 2017 and 2016 was $76,616 and $2,028,805, respectively and are included in General and Administrative expenses in the Statements of Operations The fair value of the stock options is estimated at the date of grant using Black-Scholes options pricing model with the following weighted-average assumptions:
|  | Years ended December 31, |
|  | 2017 |  |  | 2016 |
Expected volatility |  |  | (* | ) |  |  | 157 | %
Risk-free interest |  |  | (* | ) |  |  | 0.69 | %
Dividend yield |  |  | (* | ) |  |  | 0 | %
Expected life of up to (years) |  |  | (* | ) |  |  | 6.0 |
(*) There were no options granted during the year ended December 31, 2017.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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