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PLURISTEM THERAPEUTICS INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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98-0351734
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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MATAM Advanced Technology Park, Building No. 5, Haifa, Israel 31905
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(Address of principal executive offices)
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011-972-74-7108759
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(Registrant’s telephone number)
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| Large accelerated filer o | Accelerated filer x | |
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
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Page
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F-2-F-3
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F-4
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F-5
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F-6-F-7
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F-8-F-9
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F-10-F-20
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INTERIM CONDENSED CONSOLIDATED BALANCE
SHEETS
|
|
U.S. Dollars in thousands (except share and per share data)
|
|
September 30, 2014
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June 30, 2014
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|||||||||||
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Note
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Unaudited
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|||||||||||
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ASSETS
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||||||||||||
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CURRENT ASSETS:
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||||||||||||
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Cash and cash equivalents
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$ | 5,662 | $ | 4,493 | ||||||||
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Short-term bank deposits
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14,494 | 19,451 | ||||||||||
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Restricted cash and short term bank deposits
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5,083 | 4,914 | ||||||||||
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Marketable securities
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3 | 25,898 | 29,961 | |||||||||
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Account receivable from OCS
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451 | 2,263 | ||||||||||
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Other current assets
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704 | 905 | ||||||||||
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Total
current assets
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52,292 | 61,987 | ||||||||||
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LONG-TERM ASSETS:
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||||||||||||
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Long-term deposits and restricted deposits
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289 | 304 | ||||||||||
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Severance pay fund
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706 | 901 | ||||||||||
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Property and equipment, net
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10,541 | 10,823 | ||||||||||
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Other long-term assets
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2 | 8 | ||||||||||
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Total
long-term assets
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11,538 | 12, 036 | ||||||||||
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Total
assets
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$ | 63,830 | $ | 74,023 | ||||||||
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INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
|
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U.S. Dollars in thousands (except share and per share data)
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September 30, 2014
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June 30, 2014
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||||||||||
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Note
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Unaudited
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||||||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|||||||||||
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CURRENT LIABILITIES
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|||||||||||
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Trade payables
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$ | 2,421 | $ | 3,465 | |||||||
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Accrued expenses
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1,003 | 915 | |||||||||
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Deferred revenues
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379 | 379 | |||||||||
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Advance payment from United Therapeutics
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218 | 247 | |||||||||
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Other accounts payable
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1,964 | 2,391 | |||||||||
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Total
current liabilities
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5,985 | 7,397 | |||||||||
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LONG-TERM LIABILITIES
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|||||||||||
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Deferred revenues
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2,752 | 2,847 | |||||||||
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Accrued severance pay
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832 | 1,068 | |||||||||
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Other long-term liabilities
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566 | 588 | |||||||||
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Total
long-term liabilities
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4,150 | 4,503 | |||||||||
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COMMITMENTS AND CONTINGENCIES
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5 | ||||||||||
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STOCKHOLDERS’ EQUITY
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|||||||||||
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Share capital:
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6 | ||||||||||
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Common stock $0.00001 par value:
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|||||||||||
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Authorized: 200,000,000 shares
Issued and outstanding: 69,585,642 shares as of September 30, 2014, 68,601,452
shares as of June 30, 2014
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-(* | ) | -(* | ) | |||||||
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Additional paid-in capital
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174,169 | 172,998 | |||||||||
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Accumulated deficit
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(119,745 | ) | (113,834 | ) | |||||||
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Other comprehensive income (loss)
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(729 | ) | 2,959 | ||||||||
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Total
stockholders' equity
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53,695 | 62,123 | |||||||||
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Total
liabilities and stockholders' equity
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$ | 63,830 | $ | 74,023 | |||||||
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(*)
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Less than $1.
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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (
UNAUDITED
)
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U.S. Dollars in thousands (except share and per share data)
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Three months ended September 30,
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||||||||
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2014
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2013
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|||||||
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Unaudited
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Unaudited
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|||||||
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Revenues
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$ | 95 | $ | 95 | ||||
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Cost of revenues
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(3 | ) | (3 | ) | ||||
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Gross profit
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92 | 92 | ||||||
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Research and development expenses
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(5,736 | ) | (5,497 | ) | ||||
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Less participation by the Office of the Chief Scientist and other parties
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1,699 | 2,374 | ||||||
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Research and development expenses, net
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(4,037 | ) | (3,123 | ) | ||||
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General and administrative expenses
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(1,678 | ) | (1,829 | ) | ||||
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Operating
loss
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(5,623 | ) | (4,860 | ) | ||||
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Financial income (expense), net
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(288 | ) | 105 | |||||
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Net loss for the period
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$ | (5,911 | ) | $ | (4,755 | ) | ||
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Loss per share:
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||||||||
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Basic and diluted net loss per share
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$ | (0.09 | ) | $ | (0.08 | ) | ||
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Weighted average number of shares used in computing basic and diluted net loss per share
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69,131,435 | 59,254,132 | ||||||
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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(
UNAUDITED
)
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U.S. Dollars in thousands (except share and per share data)
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Three months ended September 30,
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||||||||
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2014
|
2013
|
|||||||
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Net loss
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$ | (5,911 | ) | $ | (4,755 | ) | ||
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Other comprehensive income (loss), net:
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||||||||
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Unrealized loss on derivative instruments
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(133 | ) | - | |||||
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Changes in unrealized gains (losses) on available-for-sale marketable securities, net
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(4,010 | ) | 537 | |||||
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Reclassification adjustment of available-for-sale marketable securities gains (losses) realized in net loss, net
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455 | (142 | ) | |||||
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Other comprehensive income (loss)
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(3,688 | ) | 395 | |||||
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Total comprehensive loss
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$ | (9,599 | ) | $ | (4,360 | ) | ||
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INTERIM CONDENSED STATEMENTS OF CHANGES IN EQUITY (
UNAUDITED
)
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U.S. Dollars in thousands (except share and per share data)
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Common Stock
|
Additional Paid-in
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Accumulated Other Comprehensive
|
Accumulated
|
Total Stockholders’
|
||||||||||||||||||||
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Shares
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Amount
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Capital
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Income
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Deficit
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Equity
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|||||||||||||||||||
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Balance as of July 1, 2013
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59,196,617 | $ | (* | ) | $ | 144,109 | $ | 259 | $ | (86,902 | ) | $ | 57,466 | |||||||||||
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Exercise of options and warrants by employees and consultants
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5,905 | (* | ) | - | - | - | - | |||||||||||||||||
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Exercise of warrants by investors and finders
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448,082 | (* | ) | 509 | - | - | 509 | |||||||||||||||||
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Stock based compensation to employees, directors and non-employee consultants
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202,189 | (* | ) | 1,176 | - | - | 1,176 | |||||||||||||||||
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Other comprehensive income
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- | - | - | 395 | - | 395 | ||||||||||||||||||
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Net loss
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- | - | - | - | (4,755 | ) | (4,755 | ) | ||||||||||||||||
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Balance as of September 30, 2013
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59,852,793 | $ | (* | ) | $ | 145,794 | $ | 654 | $ | (91,657 | ) | $ | 54,791 | |||||||||||
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(*) Less than $1
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||||||||||||||||||||||||
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INTERIM CONDENSED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
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U.S. Dollars in thousands (except share and per share data)
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Common Stock
|
Additional Paid-in
|
Accumulated Other Comprehensive
|
Accumulated
|
Total Stockholders’
|
||||||||||||||||||||
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Shares
|
Amount
|
Capital
|
Income (Loss)
|
Deficit
|
Equity
|
|||||||||||||||||||
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Balance as of July 1, 2014
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68,601,452 | $ | (* | ) | $ | 172,998 | $ | 2,959 | $ | (113,834 | ) | $ | 62,123 | |||||||||||
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Exercise of options by employees
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3,000 | (* | ) | 2 | - | - | 2 | |||||||||||||||||
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Exercise of warrants by investors and finders
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534,237 | (* | ) | 109 | - | - | 109 | |||||||||||||||||
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Stock based compensation to employees, directors and non-employee consultants
|
446,953 | (* | ) | 1,060 | - | - | 1,060 | |||||||||||||||||
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Other comprehensive income (loss), net
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- | - | - | (3,688 | ) | - | (3,688 | ) | ||||||||||||||||
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Net loss
|
- | - | - | (5,911 | ) | (5,911 | ) | |||||||||||||||||
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Balance as of September 30, 2014
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69,585,642 | $ | (* | ) | $ | 174,169 | $ | (729 | ) | $ | (119,745 | ) | $ | 53,695 | ||||||||||
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(*) Less than $1
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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(UNAUDITED)
|
|
U.S. Dollars in thousands (except share and per share data)
|
|
Three months ended September 30,
|
||||||||
|
2014
|
2013
|
|||||||
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CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$ | (5,911 | ) | $ | (4,755 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
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Depreciation
|
498 | 461 | ||||||
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Accretion of discount, amortization of premium and changes in accrued interest of marketable securities
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44 | 559 | ||||||
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Gain from sale of investments of available-for-sale marketable securities
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17 | (142 | ) | |||||
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Stock-based compensation to employees, directors and non-employees consultants
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1,060 | 1,176 | ||||||
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Decrease (increase) in OCS receivables
|
1,812 | (2,055 | ) | |||||
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Decrease (increase) in other accounts receivable
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333 | (95 | ) | |||||
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Increase in prepaid expenses
|
(174 | ) | (7 | ) | ||||
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Increase (decrease) in trade payables
|
(989 | ) | 247 | |||||
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Increase
(decrease)
in other accounts payable and accrued expenses
|
(9 | ) | 160 | |||||
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Decrease in deferred revenues
|
(95 | ) | (474 | ) | ||||
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Decrease in advance payment from United Therapeutics
|
(29 | ) | (37 | ) | ||||
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Increase in interest receivable on short-term deposits
|
(9 | ) | - | |||||
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Linkage differences and interest on short and long-term restricted lease deposit
|
37 | (168 | ) | |||||
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Accrued severance pay, net
|
(41 | ) | 35 | |||||
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Net cash used by operating activities
|
$ | (3,456 | ) | $ | (5,095 | ) | ||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Purchase of property and equipment
|
$ | (271 | ) | $ | (462 | ) | ||
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Repayment of short-term deposits
|
4,777 | 7,132 | ||||||
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Repayment of (Investment in) long-term deposits
|
1 | (3 | ) | |||||
|
Repayment of long-term restricted deposit
|
- | 112 | ||||||
|
Proceeds from sale of available-for-sale marketable securities
|
37 | 1,870 | ||||||
|
Proceeds from redemption of available-for-sale marketable securities
|
64 | 394 | ||||||
|
Investment in available-for-sale marketable securities
|
(92 | ) | (4,861 | ) | ||||
|
Net cash provided by investing activities
|
$ | 4,516 | $ | 4,182 | ||||
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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
U.S. Dollars in thousands (except share and per share data)
|
|
Three months ended September 30,
|
||||||||
|
2014
|
2013
|
|||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Exercise of warrants
|
109 | 509 | ||||||
|
Net cash provided by financing activities
|
$ | 109 | $ | 509 | ||||
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Increase (decrease) in cash and cash equivalents
|
1,169 | (404 | ) | |||||
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Cash and cash equivalents at the beginning of the period
|
4,493 | 9,007 | ||||||
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Cash and cash equivalents at the end of the period
|
$ | 5,662 | $ | 8,603 | ||||
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(a) Supplemental disclosure of cash flow activities:
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||||||||
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Cash paid during the period for:
|
||||||||
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Taxes paid due to non-deductible expenses
|
$ | 30 | $ | 31 | ||||
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(b) Supplemental disclosure of non-cash activities:
|
||||||||
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Purchase of property and equipment on credit
|
$ | 188 | $ | 668 | ||||
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Other receivables resulting from exercise of option
|
$ | 2 | $ | - | ||||
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Dollars in thousands (except share and per share amounts)
|
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a.
|
Pluristem Therapeutics Inc., a Nevada corporation, was incorporated on May 11, 2001. Pluristem Therapeutics Inc. has a wholly owned subsidiary, Pluristem Ltd. (the “Subsidiary”), which is incorporated under the laws of the State of Israel. Pluristem Therapeutics Inc. and the Subsidiary are referred to as “Pluristem” or the “Company”.
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b.
|
The Company is a bio-therapeutics company developing off-the-shelf allogeneic cell therapy products for the treatment of multiple ischemic and inflammatory conditions. The Company has sustained operating losses and expects such losses to continue in the foreseeable future. The Company's accumulated losses aggregated to $119,745 through September 30, 2014 and incurred a net loss of $5,911 for the three months ended September 30, 2014.
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c.
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The Company’s shares of common stock are traded on the NASDAQ Capital Market under the symbol “PSTI”, and on the Tel-Aviv Stock Exchange under the symbol “PLTR”.
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d.
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License Agreements:
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Dollars in thousands (except share and per share amounts)
|
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a.
|
Unaudited Interim Financial Information
|
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For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2014.
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Operating results for the three months period ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending June 30, 2015.
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b.
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Significant Accounting Policies
|
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Dollars in thousands (except share and per share amounts)
|
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c.
|
Use of estimates
|
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d.
|
Fair value of financial instruments
The carrying amounts of the Company's financial instruments, including cash and cash equivalents, short-term and restricted bank deposits, trade payable and other accounts payable and accrued liabilities, approximate fair value because of their generally short term maturities.
The Company measures its investments in marketable securities and derivative instruments at fair value under ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
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Level 1 -
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
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Level 2 -
Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly; and
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Level 3 -
Unobservable inputs for the asset or liability.
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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 Company categorized each of its fair value measurements in one of these three levels of hierarchy.
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e.
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Derivative financial instruments
The Company uses forward contracts and options strategies (“derivative instruments”) primarily to manage exposure to foreign currency. The Company accounts for derivatives and hedging based on ASC 815, “Derivatives and Hedging” (“ASC 815”). ASC 815 requires the Company to recognize all derivative instruments as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of derivative instruments depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.
If the derivative instruments meet the definition of a hedge and are so designated, depending on the nature of the hedge, changes in the fair value of such derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in the statement of operations.
The ineffective portion of a derivative’s change in fair value is recognized in the statement of operations.
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Dollars in thousands (except share and per share amounts)
|
|
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Dollars in thousands (except share and per share amounts)
|
|
|
f.
|
Accumulated other comprehensive income (loss)
:
|
|
3 months ended September 30, 2014 (Unaudited)
|
||||||||||||
|
Unrealized
gains
on marketable
securities
|
Unrealized
gains
on cash flow
hedges
|
Total
|
||||||||||
|
Balance as of July 1, 2014
|
$ | 2,936 | $ | 23 | $ | 2,959 | ||||||
|
Other comprehensive income (loss) before reclassifications
|
(4,110 | ) | (178 | ) | (4,288 | ) | ||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
555 | 45 | 600 | |||||||||
|
Net current-period other comprehensive income
|
(3,555 | ) | (133 | ) | 3,688 | |||||||
|
Balance as of September 30, 2014
|
$ | (619 | ) | $ | (110 | ) | $ | (729 | ) | |||
|
|
g.
|
Recent Accounting Pronouncement
|
|
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Dollars in thousands (except share and per share amounts)
|
|
September 30, 2014 (Unaudited)
|
June 30, 2014
|
|||||||||||||||||||||||||||||||
|
Amortized cost
|
Gross
unrealized
gain
|
Gross
unrealized
loss
|
Fair
value
|
Amortized cost
|
Gross
unrealized
gain
|
Gross
unrealized
loss
|
Fair
value
|
|||||||||||||||||||||||||
|
Available-for-sale - matures within one year:
|
||||||||||||||||||||||||||||||||
|
Stock and index linked notes
|
$ | 18,499 | $ | 1,006 | $ | (1,862 | ) | $ | 17,643 | $ | 18,881 | $ | 2,522 | $ | (23 | ) | $ | 21,380 | ||||||||||||||
|
Government debentures – fixed interest rate
|
67 | 4 | - | 71 | 97 | 9 | - | 106 | ||||||||||||||||||||||||
|
Corporate debentures – fixed interest rate
|
790 | 53 | (21 | ) | 822 | 452 | 54 | - | 506 | |||||||||||||||||||||||
| $ | 19,356 | $ | 1,063 | $ | (1,883 | ) | $ | 18,536 | $ | 19,430 | $ | 2,585 | $ | (23 | ) | $ | 21,992 | |||||||||||||||
|
Available-for-sale - matures after one year through five years:
|
||||||||||||||||||||||||||||||||
|
Government debentures – fixed interest rate
|
2,575 | 59 | (16 | ) | 2,618 | 2,595 | 98 | (1 | ) | 2,692 | ||||||||||||||||||||||
|
Corporate debentures – fixed interest rate
|
4,491 | 155 | (9 | ) | 4,637 | 4,906 | 263 | (5 | ) | 5,164 | ||||||||||||||||||||||
| $ | 7,066 | $ | 214 | $ | (25 | ) | $ | 7,255 | $ | 7,501 | $ | 361 | $ | (6 | ) | $ | 7,856 | |||||||||||||||
|
Available-for-sale - matures after five years through ten years:
|
||||||||||||||||||||||||||||||||
|
Corporate debentures – fixed interest rate
|
95 | 12 | - | 107 | 94 | 19 | - | 113 | ||||||||||||||||||||||||
| $ | 95 | $ | 12 | $ | - | $ | 107 | $ | 94 | $ | 19 | $ | - | $ | 113 | |||||||||||||||||
| $ | 26,517 | $ | 1,289 | $ | (1,908 | ) | $ | 25,898 | $ | 27,025 | $ | 2,965 | $ | (29 | ) | $ | 29,961 | |||||||||||||||
|
Less than 12 months
|
12 months or greater
|
|||||||||||||||
|
Fair Value
|
Gross
unrealized loss
|
Fair Value
|
Gross
unrealized loss
|
|||||||||||||
|
As of September 30, 2014
(Unaudited)
|
$ | 2,336 | $ | (129 | ) | $ | 452 | $ | (19 | ) | ||||||
|
As of June 30, 2014
|
$ | 851 | $ | (17 | ) | $ | 463 | $ | (12 | ) | ||||||
|
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Dollars in thousands (except share and per share amounts)
|
|
September 30, 2014 (Unaudited)
|
June 30, 2014
|
|||||||||||||||
|
Level 1
|
Level 2
|
Level 1
|
Level 2
|
|||||||||||||
|
Marketable securities
|
$ | 16,512 | $ | 9,386 | $ | 20,530 | $ | 9,431 | ||||||||
|
Foreign currency derivative instruments
|
- | (701 | ) | - | (842 | ) | ||||||||||
|
Total financial assets
|
$ | 16,512 | $ | 8,685 | $ | 20,530 | $ | 8,589 | ||||||||
|
September 30, 2014 (Unaudited)
|
June 30, 2014
|
|||||||||
|
Balance Sheet location
|
Fair Value
|
Balance Sheet location
|
Fair Value
|
|||||||
|
Derivatives designated as a cash flow hedge instruments
|
Other current liabilities
|
$ | (123 | ) |
Other current assets
|
$ | 24 | |||
|
Derivatives not designated as hedge instruments
|
Other current liabilities
|
(175 | ) |
Other current assets
|
23 | |||||
|
Derivatives designated as a fair value hedge instruments
|
Other current liabilities
|
(403 | ) |
Other current liabilities
|
(889 | ) | ||||
|
Total
|
$ | (701 | ) | $ | (842 | ) | ||||
|
|
a.
|
Increase in the amount of $155 of cash pledged by the Company to secure its hedging transactions, credit line and bank guarantees.
|
|
|
b.
|
The Company, through its Israeli subsidiary, participated in programs sponsored by the Israeli Government for the support of research and development activities. The Company is obligated to pay royalties to the OCS, amounting to 3%-4% of the sales of the products and other related revenues generated from such projects, up to 100% of the grants received, linked to the U.S. dollars and for grants received after January 1, 1999, also bearing interest at the rate of LIBOR. The obligation to pay these royalties is contingent on actual revenues and in the absence of such revenues, no payment is required.
|
|
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Dollars in thousands (except share and per share amounts)
|
|
|
a.
|
From July 2014 through September 2014, a total of 949,210 warrants were exercised via “cashless” exercise, resulting in the issuance of 461,570 shares of common stock to investors of the Company. In addition, 72,667 warrants were exercised for cash and resulted in the issuance of 72,667 shares of common stock to investors of the Company. The aggregate cash consideration received was $109.
|
|
|
b.
|
Following a shelf registration on Form S-3 filed and declared effective in October 2011, the Company entered in December 2012 into an At Market Issuance Sales Agreement (“ATM Agreement”) with an underwriter. On September 11, 2014, the Company notified the underwriter of the termination of the ATM Agreement.
|
|
|
c.
|
Options, warrants and restricted stock units to employees, directors and consultants:
|
|
|
1.
|
Options to employees and directors:
|
|
Three months ended September 30, 2014 (Unaudited)
|
||||||||||||||||
|
Number
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Terms (in years)
|
Aggregate Intrinsic Value Price
|
|||||||||||||
|
Options outstanding at beginning of period
|
1,862,099 | $ | 3.73 | |||||||||||||
|
Options exercised
|
(3,000 | ) | $ | 0.62 | ||||||||||||
|
Options forfeited
|
- | |||||||||||||||
|
Options outstanding at end of the period
|
1,859,099 | $ | 3.73 | 2.87 | $ | 929 | ||||||||||
|
Options exercisable at the end of the period
|
1,859,099 | $ | 3.73 | 2.87 | $ | 929 | ||||||||||
|
Options vested
|
1,859,099 | $ | 3.73 | 2.87 | $ | 929 | ||||||||||
|
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Dollars in thousands (except share and per share amounts)
|
|
|
c.
|
Options, warrants and restricted stock units to employees,
directors and consultants (cont.):
|
|
|
2.
|
Options and warrants to non-employees:
|
|
Three months ended September 30, 2014 (Unaudited)
|
||||||||||||||||
|
Number
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Terms (in years)
|
Aggregate Intrinsic Value Price
|
|||||||||||||
|
Options and warrants outstanding at beginning of period
|
252,000 | $ | 5.19 | |||||||||||||
|
Options and warrants outstanding at end of the period
|
252,000 | $ | 5.19 | 3.71 | $ | 300 | ||||||||||
|
Options and warrants exercisable at the end of the period
|
252,000 | $ | 5.19 | 3.71 | $ | 300 | ||||||||||
|
Options and warrants vested and expected to vest
|
252,000 | $ | 5.19 | 3.71 | $ | 300 | ||||||||||
|
Three months ended September 30,
|
||||||||
|
2014 (Unaudited)
|
2013 (Unaudited)
|
|||||||
|
Research and development expenses
|
$ | 1 | $ | - | ||||
|
General and administrative expenses
|
- | 2 | ||||||
| $ | 1 | $ | 2 | |||||
|
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Dollars in thousands (except share and per share amounts)
|
|
|
c.
|
Options, warrants and restricted stock units to employees,
directors and consultants (cont.):
|
|
|
3.
|
Restricted stock units to employees and directors:
|
|
Number
|
||||
|
Unvested at the beginning of period
|
1,589,432 | |||
|
Granted
|
24,499
|
|||
|
Forfeited
|
(8,725 | ) | ||
|
Vested
|
(439,078
|
) | ||
|
Unvested at the end of the period
|
1,166,128 | |||
|
Expected to vest after September 30, 2014
|
1,141,828 | |||
|
Three months ended September 30,
|
||||||||
|
2014 (Unaudited)
|
2013 (Unaudited)
|
|||||||
|
Research and development expenses
|
$ | 333 | $ | 126 | ||||
|
General and administrative expenses
|
702 | 1,048 | ||||||
| $ | 1,035 | $ | 1,174 | |||||
|
|
Unamortized compensation expenses related to restricted stock units granted to employees and directors to be recognized of an average time of approximately 2 years is $1,499.
|
|
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
U.S. Dollars in thousands (except share and per share amounts)
|
|
|
c.
|
Options, warrants, restricted stock and restricted stock units to employees,
directors and consultants (cont.):
|
|
|
4.
|
Restricted stock units to consultants:
|
|
Number
|
||||
|
Unvested at the beginning of period
|
15,250 | |||
|
Granted
|
5,000 | |||
|
Forfeited
|
- | |||
|
Vested
|
(7,875 | ) | ||
|
Unvested at the end of the period
|
12,375 | |||
|
Expected to vest after September 30, 2014
|
12,375 | |||
|
Three months ended September 30,
|
||||||||
|
2014 (Unaudited)
|
2013 (Unaudited)
|
|||||||
|
Research and development expenses
|
$ | 20 | $ | - | ||||
|
General and administrative expenses
|
4 | - | ||||||
| $ | 24 | $ | - | |||||
|
·
|
the expected development and potential benefits from our products in treating various medical conditions;
|
|
·
|
the exclusive license agreements we entered into with United Therapeutics Corporation (United) and CHA Bio&Diostech (CHA)
(United Agreement and CHA Agreement, respectively) and clinical trials to be conducted according to such agreements;
|
|
·
|
the prospects of entering into additional license agreements, or other forms of cooperation with other companies and medical institutions;
|
|
·
|
our pre-clinical and clinical trials plans, including timing of conclusion of trials;
|
|
·
|
achieving regulatory approvals;
|
|
·
|
receipt of future funding from the Office of the Chief Scientist of Israel (OCS);
|
|
·
|
developing capabilities for new clinical indications of placenta expanded cells (PLX);
|
|
·
|
the potential market demand for our products;
|
|
·
|
our expectations regarding our short- and long-term capital requirements;
|
|
·
|
our outlook for the coming months and future periods, including but not limited to our expectations regarding future revenue and expenses; and
|
|
·
|
information with respect to any other plans and strategies for our business.
|
| 31.1* | Rule 13a-14(a) Certification of Chief Executive Officer. |
| 31.2* | Rule 13a-14(a) Certification of Chief Financial Officer. |
|
32.1**
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
|
|
32.2**
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
|
|
101 *
|
The following materials from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 formatted in XBRL (eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements of Operations, (iii) the Interim Condensed Consolidated Statements of Comprehensive Loss, (iv) the Interim Condensed Statements of Changes in Equity, (v) the Interim Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.
|
|
** Furnished herewith.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|