Attached files
file | filename |
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EX-31.1 - EXHIBIT 31.1 - PLURISTEM THERAPEUTICS INC | exhibit_31-1.htm |
EX-4.2 - EXHIBIT 4.2 - PLURISTEM THERAPEUTICS INC | exhibit_4-2.htm |
EX-32.2 - EXHIBIT 32.2 - PLURISTEM THERAPEUTICS INC | exhibit_32-2.htm |
EX-32.1 - EXHIBIT 32.1 - PLURISTEM THERAPEUTICS INC | exhibit_32-1.htm |
EX-31.2 - EXHIBIT 31.2 - PLURISTEM THERAPEUTICS INC | exhibit_31-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2010
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file number 001-31392
PLURISTEM THERAPEUTICS INC.
|
(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. 20, Haifa, Israel 31905
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(Address of principal executive offices)
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+972-74-710-7171
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(Registrant’s telephone number)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 days.
Yes x No o
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 registration was required to submit and post such files).
Yes o No o
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
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Accelerated filer o
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||
Non-accelerated filer o
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Smaller reporting company x
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||
(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
State the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 41,324,035 common shares issued as of February 1, 2011.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2010
(unaudited)
2
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2010
U.S. DOLLARS IN THOUSANDS
(Unaudited)
INDEX
Page
|
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F-2 - F-3
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F-4
|
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F-5 - F-16
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F-17 - F-19
|
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F-20 - F-37
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PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
U.S. Dollars in thousands
December 31, 2010
|
June 30, 2010
|
|||||||
Unaudited
|
Audited
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$ | 4,739 | $ | 1,583 | ||||
Short term bank deposit
|
- | 913 | ||||||
Prepaid expenses
|
56 | 41 | ||||||
Accounts receivable from the Office of the Chief Scientist
|
361 | 706 | ||||||
Other accounts receivable
|
375 | 362 | ||||||
Total current assets
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5,531 | 3,605 | ||||||
LONG-TERM ASSETS:
|
||||||||
Long-term deposits and restricted deposits
|
176 | 168 | ||||||
Severance pay fund
|
359 | 294 | ||||||
Property and equipment, net
|
1,816 | 1,555 | ||||||
Total long-term assets
|
2,351 | 2,017 | ||||||
Total assets
|
$ | 7,882 | $ | 5,622 |
The accompanying notes are an integral part of the consolidated financial statements.
F - 2
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
U.S. Dollars in thousands
December 31, 2010
|
June 30, 2010
|
|||||||
Unaudited
|
Audited
|
|||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Trade payables
|
$ | 926 | $ | 791 | ||||
Accrued expenses
|
85 | 118 | ||||||
Other accounts payable
|
468 | 372 | ||||||
Total current liabilities
|
1,479 | 1,281 | ||||||
LONG-TERM LIABILITIES
|
||||||||
Accrued severance pay
|
420 | 360 | ||||||
420 | 360 | |||||||
STOCKHOLDERS’ EQUITY
|
||||||||
Share capital:
|
||||||||
Common stock $0.00001 par value:
|
||||||||
Authorized: 100,000,000 shares
Issued: 26,489,904 shares as of December 31, 2010, 21,458,707 shares as of June 30, 2010.
Outstanding: 26,489,904 shares as of December 31, 2010, 20,888,781 shares as of June 30, 2010.
|
- | (*) | - | (*) | ||||
Additional paid-in capital
|
50,598 | 44,086 | ||||||
Accumulated deficit during the development stage
|
(44,615 | ) | (40,105 | ) | ||||
5,983 | 3,981 | |||||||
$ | 7,882 | $ | 5,622 |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 3
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
U.S. Dollars in thousands (except share and per share data)
Six months ended
December 31,
|
Three months ended
December 31,
|
Period from
May 11, 2001
(Inception) through
December 31,
|
||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
2010
|
||||||||||||||||
Research and development expenses
|
$ | 3,687 | $ | 2,803 | $ | 2,186 | $ | 1,447 | $ | 26,967 | ||||||||||
Less participation by the Office of the Chief Scientist
|
(1,111 | ) | (989 | ) | (608 | ) | (500 | ) | (6,183 | ) | ||||||||||
Research and development expenses, net
|
2,576 | 1,814 | 1,578 | 947 | 20,784 | |||||||||||||||
General and administrative expenses
|
2,002 | 1,645 | 1,246 | 875 | 22,513 | |||||||||||||||
Know how write-off
|
- | - | - | - | 2,474 | |||||||||||||||
Operating loss
|
(4,578 | ) | (3,459 | ) | (2,824 | ) | (1,822 | ) | (45,771 | ) | ||||||||||
Financial expenses (income), net
|
(68 | ) | (11 | ) | (3 | ) | 9 | (1,156 | ) | |||||||||||
Net loss for the period
|
$ | (4,510 | ) | $ | (3,448 | ) | $ | (2,821 | ) | $ | (1,831 | ) | $ | (44,615 | ) | |||||
Loss per share:
|
||||||||||||||||||||
Basic and diluted net loss per share
|
$ | (0.20 | ) | $ | (0.22 | ) | $ | (0.11 | ) | $ | (0.10 | ) | ||||||||
Weighted average number of shares used in computing
basic and diluted net loss per share
|
22,954,736 | 15,984,227 | 24,897,022 | 17,449,256 |
The accompanying notes are an integral part of the consolidated financial statements.
F - 4
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Receipts on
Account of
|
Deficit
Accumulated
During the
Development
|
Total
Stockholders’
Equity
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Common Stock
|
Stage
|
(Deficiency)
|
|||||||||||||||||||
Issuance of common stock on July 9, 2001
|
175,500 | $ | (* | ) | $ | 3 | $ | - | $ | - | $ | 3 | ||||||||||||
Balance as of June 30, 2001
|
175,500 | (* | ) | 3 | - | - | 3 | |||||||||||||||||
Net loss
|
- | - | - | - | (78 | ) | (78 | ) | ||||||||||||||||
Balance as of June 30, 2002
|
175,500 | (* | ) | 3 | - | (78 | ) | (75 | ) | |||||||||||||||
Issuance of common stock on October 14, 2002, net of issuance expenses of $17
|
70,665 | (* | ) | 83 | - | - | 83 | |||||||||||||||||
Forgiveness of debt
|
- | - | 12 | - | - | 12 | ||||||||||||||||||
Stock cancelled on March 19, 2003
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(136,500 | ) | (* | ) | (* | ) | - | - | - | |||||||||||||||
Receipts on account of stock and warrants, net of finders and legal fees of $56
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- | - | - | 933 | - | 933 | ||||||||||||||||||
Net loss
|
- | - | - | - | (463 | ) | (463 | ) | ||||||||||||||||
Balance as of June 30, 2003
|
109,665 | $ | (* | ) | $ | 98 | $ | 933 | $ | (541 | ) | $ | 490 |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 5
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Receipts on
Account of
Common
|
Deficit
Accumulated
During the
Development
|
Total
Stockholders’
Equity
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stock
|
Stage
|
(Deficiency)
|
|||||||||||||||||||
Balance as of July 1, 2003
|
109,665 | $ | (* | ) | $ | 98 | $ | 933 | $ | (541 | ) | $ | 490 | |||||||||||
Issuance of common stock on July 16, 2003, net of issuance expenses of $70
|
3,628 | (* | ) | 1,236 | (933 | ) | - | 303 | ||||||||||||||||
Issuance of common stock on January 20, 2004
|
15,000 | (* | ) | - | - | - | (* | ) | ||||||||||||||||
Issuance of warrants on January 20, 2004 for finder’s fee
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- | - | 192 | - | - | 192 | ||||||||||||||||||
Common stock granted to consultants on February 11, 2004
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5,000 | (* | ) | 800 | - | - | 800 | |||||||||||||||||
Stock based compensation related to warrants granted to consultants on December 31, 2003
|
- | - | 358 | - | - | 358 | ||||||||||||||||||
Exercise of warrants on April 19, 2004
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1,500 | (* | ) | 225 | - | - | 225 | |||||||||||||||||
Net loss for the year
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- | - | - | - | (2,011 | ) | (2,011 | ) | ||||||||||||||||
Balance as of June 30, 2004
|
134,793 | $ | (* | ) | $ | 2,909 | $ | - | $ | (2,552 | ) | $ | 357 |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 6
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During the
Development
|
Total
Stockholders’
Equity
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
(Deficiency)
|
||||||||||||||||
Balance as of July 1, 2004
|
134,793 | $ | (* | ) | $ | 2,909 | $ | (2,552 | ) | $ | 357 | |||||||||
Stock-based compensation related to warrants granted to consultants on September 30, 2004
|
- | - | 162 | - | 162 | |||||||||||||||
Issuance of common stock and warrants on November 30, 2004 related to the October
2004 Agreement net of issuance costs of $29
|
16,250 | (* | ) | 296 | - | 296 | ||||||||||||||
Issuance of common stock and warrants on January 26, 2005 related to the October 2004 Agreement net of issuance costs of $5
|
21,500 | (* | ) | 425 | - | 425 | ||||||||||||||
Issuance of common stock and warrants on January 31, 2005 related to the January 31, 2005 Agreement
|
35,000 | (* | ) | - | - | (* | ) | |||||||||||||
Issuance of common stock and options on February 15, 2005 to former director of the Company
|
250 | (* | ) | 14 | - | 14 | ||||||||||||||
Issuance of common stock and warrants on February 16, 2005 related to the January 31, 2005 Agreement
|
25,000 | (* | ) | - | - | (* | ) |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 7
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During the
Development
|
Total
Stockholders’
Equity
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
(Deficiency)
|
||||||||||||||||
Issuance of warrants on February 16, 2005 for finder fee related to the January 31, 2005 Agreement
|
- | - | 144 | - | 144 | |||||||||||||||
Issuance of common stock and warrants on March 3, 2005 related to the January 24, 2005 Agreement net of issuance costs of $24
|
60,000 | (* | ) | 1,176 | - | 1,176 | ||||||||||||||
Issuance of common stock on March 3, 2005 for finder fee related to the January 24, 2005 Agreement
|
9,225 | (* | ) | (* | ) | - | - | |||||||||||||
Issuance of common stock and warrants on March 3, 2005 related to the October 2004 Agreement net of issuance costs of $6
|
3,750 | (* | ) | 69 | - | 69 | ||||||||||||||
Issuance of common stock and warrants to the Chief Executive Officer on March 23, 2005
|
12,000 | (* | ) | 696 | - | 696 | ||||||||||||||
Issuance of common stock on March 23, 2005 related to the October 2004 Agreement
|
1,000 | (* | ) | 20 | - | 20 |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 8
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During the
Development
|
Total
Stockholders’
Equity
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
(Deficiency)
|
||||||||||||||||
Classification of a liability in respect of warrants to additional paid in capital, net of issuance costs of $ 178
|
- | - | 542 | - | 542 | |||||||||||||||
Net loss for the year
|
- | - | - | (2,098 | ) | (2,098 | ) | |||||||||||||
Balance as of June 30, 2005
|
318,768 | (* | ) | 6,453 | (4,650 | ) | 1,803 | |||||||||||||
Exercise of warrants on November 28, 2005 to finders related to the January 24, 2005 agreement
|
400 | (* | ) | - | - | - | ||||||||||||||
Exercise of warrants on January 25 ,2006 to finders related to the January 25, 2005 Agreement
|
50 | (* | ) | - | - | - | ||||||||||||||
Reclassification of warrants from equity to liabilities due to application of ASC 815-40
|
- | - | (8 | ) | - | (8 | ) | |||||||||||||
Net loss for the year
|
- | - | - | (2,439 | ) | (2,439 | ) | |||||||||||||
Balance as of June 30, 2006
|
319,218 | $ | (* | ) | $ | 6,445 | $ | (7,089 | ) | $ | (644 | ) |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 9
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Receipts on
Account of
Common
|
Accumulated
Other
Comprehensive
|
Deficit
Accumulated
During the
Development
|
Total
Stockholders’
|
|||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stock
|
Loss
|
Stage
|
Equity
|
||||||||||||||||||||||
Balance as of July 1, 2006
|
319,218 | $ | (* | ) | $ | 6,445 | $ | - | $ | - | $ | (7,089 | ) | $ | (644 | ) | ||||||||||||
Conversion of convertible debenture, net
of issuance costs of $440
|
1,019,815 | (* | ) | 1,787 | - | - | - | 1,787 | ||||||||||||||||||||
Classification of a liability in respect of warrants
|
- | - | 360 | - | - | - | 360 | |||||||||||||||||||||
Classification of deferred issuance expenses
|
- | - | (379 | ) | - | - | - | (379 | ) | |||||||||||||||||||
Classification of a liability in respect of options granted to non-employees consultants
|
- | - | 116 | - | - | - | 116 | |||||||||||||||||||||
Compensation related to options granted
to employees and directors
|
- | - | 2,386 | - | - | - | 2,386 | |||||||||||||||||||||
Compensation related to options granted to non-employee consultants
|
- | - | 938 | - | - | - | 938 | |||||||||||||||||||||
Exercise of warrants related to the April 3,
2006 agreement net of issuance
costs of $114
|
75,692 | (* | ) | 1,022 | - | - | - | 1,022 |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 10
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Receipts on
Account of
Common
|
Accumulated
Other
Comprehensive
|
Deficit
Accumulated
During the Development
|
Total
Stockholders’
|
Total
Comprehensive
|
||||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stock
|
Loss
|
Stage
|
Equity
|
Loss
|
|||||||||||||||||||||||||
Cashless exercise of warrants related to the April 3, 2006 agreement
|
46,674 | (* | ) | (* | ) | - | - | - | - | |||||||||||||||||||||||
Issuance of common stock on May and June 2007 related to the May 14, 2007 agreement, net of issuance costs of $64
|
3,126,177 | (* | ) | 7,751 | - | - | - | 7,751 | ||||||||||||||||||||||||
Receipts on account of shares
|
- | - | - | 368 | - | - | 368 | |||||||||||||||||||||||||
Cashless exercise of warrants related to the May 14, 2007 issuance
|
366,534 | (* | ) | (* | ) | - | - | - | - | |||||||||||||||||||||||
Issuance of warrants to investors related to the May 14, 2007 agreement
|
- | - | 651 | - | - | - | 651 | |||||||||||||||||||||||||
Unrealized loss on available for sale
securities
|
- | - | - | - | (30 | ) | - | (30 | ) | $ | (30 | ) | ||||||||||||||||||||
Net loss for the year
|
- | - | - | - | - | (8,429 | ) | (8,429 | ) | (8,429 | ) | |||||||||||||||||||||
Balance as of June 30, 2007
|
4,954,110 | $ | (* | ) | $ | 21,077 | $ | 368 | $ | (30 | ) | $ | (15,518 | ) | $ | 5,897 | - | |||||||||||||||
Total comprehensive loss
|
$ | (8,459 | ) |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 11
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Receipts on
Account of
Common
|
Accumulated
Other Comprehensive
|
Deficit
Accumulated
During the Development
|
Total
Stockholders’
|
Total
Comprehensive
|
||||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stock
|
Loss
|
Stage
|
Equity
|
Loss
|
|||||||||||||||||||||||||
Balance as of July 1, 2007
|
4,954,110 | $ | (* | ) | $ | 21,077 | $ | 368 | $ | (30 | ) | $ | (15,518 | ) | $ | 5,897 | ||||||||||||||||
Issuance of common stock related to investors relation agreements
|
69,500 | (* | ) | 275 | - | - | - | 275 | ||||||||||||||||||||||||
Issuance of common stock in July 2007 - June 2008 related to the May 14, 2007 Agreement
|
908,408 | (* | ) | 2,246 | (368 | ) | - | - | 1,878 | |||||||||||||||||||||||
Cashless exercise of warrants related to the May 14, 2007 Agreement
|
1,009,697 | (* | ) | (* | ) | - | - | - | - | |||||||||||||||||||||||
Compensation related to options granted to employees and directors
|
- | - | 4,204 | - | - | - | 4,204 | |||||||||||||||||||||||||
Compensation related to options granted to non–employees consultants
|
- | - | 543 | - | - | - | 543 | |||||||||||||||||||||||||
Realized loss on available for sale
securities
|
- | - | - | - | 30 | - | 30 | $ | 30 | |||||||||||||||||||||||
Net loss for the year
|
- | - | - | - | - | (10,498 | ) | (10,498 | ) | (10,498 | ) | |||||||||||||||||||||
Balance as of June 30, 2008
|
6,941,715 | $ | (* | ) | $ | 28,345 | $ | - | $ | - | $ | (26,016 | ) | $ | 2,329 | |||||||||||||||||
Total comprehensive loss
|
$ | (10,468 | ) |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 12
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During the
Development
|
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Balance as of July 1, 2008
|
6,941,715 | $ | (* | ) | $ | 28,345 | $ | (26,016 | ) | $ | 2,329 | |||||||||
Issuance of common stock related to investor relations agreements
|
171,389 | (* | ) | 133 | - | 133 | ||||||||||||||
Issuance of common stock and warrants related to the August 6, 2008 agreement, net of issuance costs of $125
|
1,391,304 | (* | ) | 1,475 | - | 1,475 | ||||||||||||||
Issuance of common stock and warrants related to the September 2008 agreement, net of issuance costs of $62
|
900,000 | (* | ) | 973 | - | 973 | ||||||||||||||
Issuance of common stock and warrants in November 2008 -January 2009, net of issuance costs of $39
|
1,746,575 | (* | ) | 660 | - | 660 | ||||||||||||||
Issuance of common stock and warrants related to the January 20, 2009 agreement, net of issuance costs of $5
|
216,818 | (* | ) | 90 | - | 90 | ||||||||||||||
Issuance of common stock and warrants related to the January 29, 2009 agreement, net of issuance costs of $90
|
969,826 | (* | ) | 1,035 | - | 1,035 | ||||||||||||||
Issuance of common stock and warrants related to the May 5, 2009 agreement, net of issuance costs of $104
|
888,406 | (* | ) | 1,229 | - | 1,229 | ||||||||||||||
Compensation related to options granted to employees and directors
|
- | - | 1,315 | - | 1,315 | |||||||||||||||
Compensation related to options and warrants granted to non–employee consultants
|
- | - | 97 | - | 97 | |||||||||||||||
Compensation related to restricted stock granted to employees and directors
|
427,228 | (* | ) | 642 | - | 642 |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 13
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During the
Development
|
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Compensation related to restricted stock granted to non–employee consultants
|
23,625 | (* | ) | 52 | - | 52 | ||||||||||||||
Net loss for the period
|
- | - | - | (6,636 | ) | (6,636 | ) | |||||||||||||
Balance as of June 30, 2009
|
13,676,886 | $ | (* | ) | $ | 36,046 | $ | (32,652 | ) | $ | 3,394 |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 14
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During the
Development
|
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Balance as of July 1, 2009
|
13,676,886 | $ | (* | ) | $ | 36,046 | $ | (32,652 | ) | $ | 3,394 | |||||||||
Issuance of common stock and warrants related to November 2008 through January 2009 agreements (on July 2009)
|
1,058,708 | (* | ) | 794 | - | 794 | ||||||||||||||
Issuance of common stock and warrants related to October 2009 agreements, net of issuance costs of $242
|
2,702,822 | (* | ) | 2,785 | - | 2,785 | ||||||||||||||
Issuance of common stock and warrants related to April 2010 agreements, net of issuance costs of $54
|
2,393,329 | (* | ) | 2,627 | - | 2,627 | ||||||||||||||
Issuance of common stock related to investor relations agreements
|
1,929 | (* | ) | 13 | - | 13 | ||||||||||||||
Exercise of options by employee
|
3,747 | (* | ) | 2 | - | 2 | ||||||||||||||
Compensation related to options granted to employees and directors
|
- | - | 211 | - | 211 | |||||||||||||||
Compensation related to options and warrants granted to non–employee consultants
|
- | - | 161 | - | 161 | |||||||||||||||
Compensation related to restricted stock and restricted stock units granted to employees and directors
|
981,586 | (* | ) | 1,357 | - | 1,357 | ||||||||||||||
Compensation related to restricted stock and restricted stock units granted to non–employee consultants
|
69,774 | (* | ) | 90 | - | 90 | ||||||||||||||
Net loss for the period
|
- | - | - | (7,453 | ) | (7,453 | ) | |||||||||||||
Balance as of June 30, 2010
|
20,888,781 | $ | (* | ) | $ | 44,086 | $ | (40,105 | ) | $ | 3,981 |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 15
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) (UNAUDITED)
U.S. Dollars in thousands (except share and per share data)
Common Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During the
Development
|
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Balance as of July 1, 2010
|
20,888,781 | $ | (* | ) | $ | 44,086 | $ | (40,105 | ) | $ | 3,981 | |||||||||
Issuance of common stock and warrants related to October 2010 agreements, net of issuance costs of $244
|
4,375,000 | (* | ) | 5,006 | - | 5,006 | ||||||||||||||
Exercise of options by employee
|
5,000 | (* | ) | 5 | - | 5 | ||||||||||||||
Receipts on account of exercise of warrants
|
- | (* | ) | 12 | - | 12 | ||||||||||||||
Issuance of common stock related to investor relations agreements
|
60,000 | (* | ) | 78 | 78 | |||||||||||||||
Compensation related to options granted to employees and directors
|
- | - | 7 | - | 7 | |||||||||||||||
Compensation related to options and warrants granted to non–employee consultants
|
- | - | 18 | - | 18 | |||||||||||||||
Compensation related to restricted stock and restricted stock units granted to employees and directors
|
1,070,752 | (* | ) | 1,238 | - | 1,238 | ||||||||||||||
Compensation related to restricted stock and restricted stock units granted to non–employee consultants
|
90,371 | (* | ) | 148 | - | 148 | ||||||||||||||
Net loss for the period
|
- | - | - | (4,510 | ) | (4,510 | ) | |||||||||||||
Balance as of December 31, 2010
|
26,489,904 | $ | (* | ) | $ | 50,598 | $ | (44,615 | ) | $ | 5,983 |
(*)
|
Less than $1.
|
The accompanying notes are an integral part of the consolidated financial statements.
F - 16
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. Dollars in thousands
Six months ended
December 31,
|
Period from
May 11, 2001
(inception)
Through
December 31,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net loss
|
$ | (4,510 | ) | $ | (3,448 | ) | $ | (44,615 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation
|
144 | 97 | 896 | |||||||||
Capital loss
|
8 | - | 12 | |||||||||
Impairment of property and equipment
|
- | - | 54 | |||||||||
Know-how write-off
|
- | - | 2,474 | |||||||||
Amortization of deferred issuance costs
|
- | - | 604 | |||||||||
Stock-based compensation to employees and directors
|
1,245 | 695 | 11,360 | |||||||||
Stock-based compensation to non-employees consultants
|
219 | 150 | 2,768 | |||||||||
Stock compensation to investor relations consultants
|
78 | 32 | 1,291 | |||||||||
Know-how licensors – imputed interest
|
- | - | 55 | |||||||||
Salary grant in shares and warrants
|
- | - | 711 | |||||||||
Decrease (increase) in other accounts receivable
|
317 | 394 | (475 | ) | ||||||||
Decrease (increase) in prepaid expenses
|
(15 | ) | 28 | 34 | ||||||||
Increase in trade payables
|
254 | 86 | 843 | |||||||||
Increase in other accounts payable and accrued expenses
|
34 | 67 | 19 | |||||||||
Increase in interest receivable on short-term deposit
|
15 | - | - | |||||||||
Increase in accrued interest due to related parties
|
- | - | 3 | |||||||||
Linkage differences and interest on long-term restricted lease deposit
|
(3 | ) | 2 | (4 | ) | |||||||
Change in fair value of liability in respect of warrants
|
- | - | (2,696 | ) | ||||||||
Fair value of warrants granted to investors
|
- | - | 651 | |||||||||
Amortization of discount and changes in accrued interest on convertible debentures
|
- | - | 128 | |||||||||
Amortization of discount and changes in accrued interest from marketable securities
|
- | - | (9 | ) | ||||||||
Loss from sale of investments of available-for-sale marketable securities
|
- | - | 106 | |||||||||
Impairment and realized loss on available-for-sale marketable securities
|
- | - | 372 | |||||||||
Accrued severance pay, net
|
(5 | ) | (5 | ) | 61 | |||||||
Net cash used in operating activities
|
$ | (2,219 | ) | $ | (1,902 | ) | $ | (25,357 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
F - 17
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. Dollars in thousands
Six months ended
December 31,
|
Period from
May 11, 2001
(inception)
through
June 30,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Acquisition of Pluristem Ltd. (1)
|
$ | - | $ | - | $ | 32 | ||||||
Purchase of property and equipment
|
(560 | ) | (124 | ) | (2,554 | ) | ||||||
Investment in short-term deposits
|
- | (2,500 | ) | (2,500 | ) | |||||||
Repayment of short-term deposits
|
898 | - | 2,500 | |||||||||
Proceeds from sale of property and equipment
|
28 | - | 60 | |||||||||
Investment in long-term deposits
|
(12 | ) | (7 | ) | (241 | ) | ||||||
Repayment of long-term restricted deposit
|
13 | - | 80 | |||||||||
Purchase of available for sale marketable securities
|
- | - | (3,784 | ) | ||||||||
Proceeds from sale of available for sale marketable securities
|
- | - | 3,314 | |||||||||
Purchase of know-how
|
- | - | (2,062 | ) | ||||||||
Net cash provided by (used in) investing activities
|
367 | (2,631 | ) | (5,155 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Issuance of common stock and warrants, net of issuance costs
|
$ | 5,015 | $ | 3,579 | $ | 32,360 | ||||||
Exercise of warrants and options
|
17 | 2 | 1,041 | |||||||||
Issuance of convertible debenture
|
- | - | 2,584 | |||||||||
Issuance expenses related to convertible debentures
|
- | - | (440 | ) | ||||||||
Repayment of know-how licensors
|
- | - | (300 | ) | ||||||||
Repayment of notes and loan payable to related parties
|
- | - | (70 | ) | ||||||||
Proceeds from notes and loan payable to related parties
|
- | - | 78 | |||||||||
Receipt of long-term loan
|
- | - | 49 | |||||||||
Repayment of long-term loan
|
(24 | ) | (4 | ) | (51 | ) | ||||||
Net cash provided by financing activities
|
5,008 | 3,577 | 35,251 | |||||||||
Increase (decrease) in cash and cash equivalents
|
3,156 | (956 | ) | 4,739 | ||||||||
Cash and cash equivalents at the beginning of the period
|
1,583 | 2,339 | - | |||||||||
Cash and cash equivalents at the end of the period
|
$ | 4,739 | $ | 1,383 | $ | 4,739 |
The accompanying notes are an integral part of the consolidated financial statements.
F - 18
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. Dollars in thousands
Six months ended
December 31,
|
Period from
May 11, 2001
(inception)
through
December 31,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
(a) Supplemental disclosure of cash flow activities:
|
||||||||||||
Cash paid during the period for:
|
||||||||||||
Taxes paid due to non-deductible expenses
|
$ | 7 | $ | 1 | $ | 61 | ||||||
Interest paid
|
$ | - | $ | 1 | $ | 18 | ||||||
(b) Supplemental disclosure of non-cash activities:
|
||||||||||||
Classification of liabilities and deferred issuance expenses into equity
|
$ | - | $ | - | $ | 97 | ||||||
Conversion of convertible debenture
|
$ | - | $ | - | $ | 2,227 | ||||||
Purchase of property and equipment in credit
|
$ | 73 | $ | 43 | $ | 73 | ||||||
Issuance of shares in consideration of accounts receivable
|
$ | 243 | $ | - | $ | 243 | ||||||
(1) Acquisition of Pluristem Ltd.
|
||||||||||||
Fair value of assets acquired and
|
||||||||||||
liabilities assumed at the acquisition date:
|
||||||||||||
Working capital (excluding cash and cash equivalents)
|
$ | (427 | ) | |||||||||
Long-term restricted lease deposit
|
19 | |||||||||||
Property and equipment
|
130 | |||||||||||
In-process research and development write-off
|
246 | |||||||||||
$ | (32 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
F - 19
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands (except per share amounts)
NOTE 1:-GENERAL
a.
|
Pluristem Therapeutics Inc., a Nevada corporation, was incorporated and commenced operations on May 11, 2001, under the name A. I. Software Inc. which was changed as of June 30, 2003 to Pluristem Life Systems Inc. On November 26, 2007, its name was changed to Pluristem Therapeutics Inc. Pluristem Therapeutics Inc. has a wholly owned subsidiary, Pluristem Ltd. (“the Subsidiary”), which is incorporated under the laws of Israel. Pluristem Therapeutics Inc. and its Subsidiary are referred to as "the Company".
|
b.
|
The Company is devoting substantially all of its efforts towards conducting research and development of adherent stromal cells production technology and the commercialization of cell therapy products. Accordingly, the Company is considered to be in the development stage, as defined in Accounting Standards Codification TM (“ASC”) 915. In the course of such activities, the Company has sustained operating losses and expects such losses to continue in the foreseeable future. The Company has not generated any revenues or product sales and has not achieved profitable operations or positive cash flows from operations. The Company's accumulated losses during the development stage aggregated to $44,615 through December 31, 2010 and the Company incurred net loss of $4,510 and negative cash flow from operating activities in the amount of $2,219 for the six months ended December 31, 2010. There is no assurance that profitable operations, if ever achieved, could be sustained on a continuing basis.
|
The Company plans to continue to finance its operations with sales of equity securities and research and development grants. On February 1, 2011, the Company closed a public offering of shares and warrants in net consideration of approximately $38,000 (also see note 4(b)). In the longer term, the Company plans to finance its operations from revenues from product sales or licensing of its technology.
c.
|
Since December 10, 2007, the Company’s shares of common stock have been traded on the NASDAQ Capital Market under the symbol PSTI. The shares were previously traded on the OTC Bulletin Board under the trading symbol “PLRS.OB”. On May 7, 2007, the Company’s shares also began trading on Europe’s Frankfurt Stock Exchange, under the symbol PJT.
|
|
On December 19, 2010, the Company’s shares began trading on Tel-Aviv Stock Exchange, under the symbol PLTR.
|
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
A.
|
The accompanying unaudited interim financial statements of Pluristem Therapeutics Inc., a development stage company, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in the Company’s Annual Report on Form 10-K have been omitted.
|
F - 20
PLURISTEM THERAPEUTICS INC. AND ITS SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. Dollars in thousands (except per share amounts)
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
B.
|
Impact of recently issued accounting standards:
|
|
In July 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2010-20 “ASU 2010-20” Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses". ASU 2010-20 is an update of Accounting Standards Codification Topic 310, Receivables. This update requires enhanced disclosures on a disaggregated basis about the nature of the credit risk inherent in the portfolio of financing receivables; how that risk is analyzed and assessed in arriving at the allowance for credit losses; and the changes and reasons for those changes in the allowance for credit losses.
|
|
The disclosures required under ASU 2010-20 as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The adoption of the update does not have a material impact on the Company's financial condition or results of operations.
|
NOTE 3: - SHARE CAPITAL AND STOCK OPTIONS
a.
|
On December 22, 2009, the Company’s authorized common stock was increased from 30,000,000 shares with a par value of $0.00001 per share to 100,000,000 shares with a par value of $0.00001 per share. All shares have equal voting rights and are entitled to one vote per share in all matters to be voted upon by stockholders. The shares have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Board of Directors out of funds legally available.
|
|
On July 1, 2008, the authorized share capital |