Investors should be aware of the risks, problems, delays, expenses and difficulties which may be encountered by us in light of the extensive regulatory environment in which our business operates. In particular, our development costs will increase if we have material delays in our clinical trials, or if we are required to modify, suspend, terminate or repeat a clinical trial. If we are unable to conduct our clinical trials properly and on schedule, marketing approval may be delayed or denied by the Israeli MoH or the FDA.
Even if a product candidate is approved by the Israeli MoH, the FDA or any other regulatory authority, we may not obtain approval for an indication whose market is large enough to recoup our investment in that product candidate. We may never obtain the required regulatory approvals for any of our product candidates. Later discovery of previously unknown problems with a product, manufacturer or facility may result in restrictions on the product or manufacturer, including a withdrawal of the product from the market.
Even if regulatory approvals are obtained for our product candidates, we will be subject to ongoing government regulation. If we or one or more of our partners or collaborators fail to comply with applicable current and future laws and government regulations, our business and financial results could be adversely affected.
The healthcare industry is one of the most highly regulated industries in the United States. The federal government, individual state and local governments and private accreditation organizations all oversee and monitor the activities of individuals and businesses engaged in the delivery of health care products and services. Even if regulatory authorities approve any of our human therapeutic product candidates, current laws, rules and regulations that could directly or indirectly affect our ability and the ability of our strategic partners and customers to operate each of their businesses could include, without limitation, the following:
Compliance with such regulation may be expensive and consume substantial financial and management resources. If we, or any future marketing collaborators or contract manufacturers, fail to comply with applicable regulatory requirements, we may be subject to sanctions including fines, product recalls or seizures, injunctions, total or partial suspension of production, civil penalties, withdrawal of regulatory approvals and criminal prosecution. Any of these sanctions could delay or prevent the promotion, marketing or sale of our products.
Our NurOwn® treatment candidate,NurOwn® stem cell therapy, even if approved, may not be accepted in the marketplace; therefore, we may not be able to generate significant revenue, if any.
Even if our NurOwn® treatment candidatestem cell therapy is approved for sale, physicians and the medical community may not ultimately use it or may use it only in applications more restricted than we anticipate. Our NurOwn® treatment candidate,stem cell therapy, if successfully developed, will compete with a number of traditional products manufactured and marketed by major pharmaceutical and biotechnology companies. Our NurOwn® treatment candidatestem cell therapy may also compete with new products currently under development by such companies and others. Physicians will prescribe a treatment only if they determine, based on experience, clinical data, side effect profiles and other factors, that it is beneficial as compared to other products currently available and in use. Physicians also will prescribe a product based on their traditional preferences. Many other factors influence the adoption of new products, including patient perceptions and preferences, marketing and distribution restrictions, adverse publicity, product pricing, views of thought leaders in the medical community and reimbursement by government and private payers. Any of these factors could have a material adverse effect on our business, financial condition, and results of operations.
Adoption of our NurOwn® treatment candidateNurOwn® stem cell therapy for the treatment of patients with ALS, or other neurodegenerative diseases, even if approved, may be slow or limited. If our NurOwn® treatment candidateNurOwn® stem cell therapy does not achieve broad acceptance as a treatment option for ALS, or other neurodegenerative diseases, our business would be harmed.negatively impact our revenue forecast.
If approved, the rate of adoption of our NurOwn® treatment candidatestem cell therapy as a treatment for ALS, or other neurodegenerative diseases, and the ultimate sales volume for our treatment, will depend on several factors, including educating treating physicians on how to use our NurOwn® treatment candidate.stem cell therapy. Our NurOwn® treatment candidatestem cell therapy utilizes individualized stem cell therapy, which is significantly different from the pharmacological approach currently used to treat neurodegenerative diseases. Acceptance of our NurOwn® treatment candidatestem cell therapy by treating physicians may require us to provide them with extensive education regarding the mechanism of action of our treatment, the method of delivery of the treatment, expected side effects and the method of monitoring patients for efficacy and follow-up. In addition, the manufacturing and delivery processes associated with our treatment will require treating physicians to adjust their current treatment of patients, which may delay or prevent market adoption of our NurOwn® treatment candidatestem cell therapy as a preferred therapy, even if approved.
We are subject to environmental, health and safety laws.
We are subject to various laws and regulations relating to safe working conditions, laboratory and manufacturing practices, the experimental use of animals and humans, emissions and wastewater discharges, and the use and disposal of hazardous or potentially hazardous substances used in connection with our research. We also cannot accurately predict the extent of regulations that might result from any future legislative or administrative action. Any of these laws or regulations could cause us to incur additional expense or restrict our operations.
Compliance with environmental laws and regulations may be expensive, and current or future environmental regulations may impair our research, development or production efforts.
Our success will depend in part on establishing and maintaining effective strategic partnerships and collaborations, which may impose restrictions on our business and subject us to additional regulation.
A key aspect of our business strategy is to establish strategic relationships in order to expand or complement our research and development or commercialization capabilities, and to reduce the cost of research and development. There can be no assurance that we will enter into such relationships, that the arrangements will be on favorable terms or that such relationships will be successful. If we are ultimately successful in executing our strategy of securing collaborations with companies that would undertake advanced clinical development and commercialization of our products, we may not have day-to-day control over their activities. Any such collaborator may adhere to criteria for determining whether to proceed with a clinical development program under circumstances where we might have continued such a program. Potential collaborators may have significant discretion in determining the efforts and amount of resources that they dedicate to our collaborations or may be unwilling or unable to fulfill their obligations to us, including their development and commercialization. Potential collaborators may underfund or not commit sufficient resources to the testing, marketing, distribution or other development of our products. They may also not properly maintain or defend our intellectual property rights or they may utilize our proprietary information in such a way as to invite litigation that could jeopardize or potentially invalidate our proprietary information or expose us to potential liability. Potential collaboration partners may have the right to terminate the collaboration on relatively short notice and if they do so or if they fail to perform or satisfy their obligations to us, the development or commercialization of products would be delayed and our ability to realize any potential milestone payments and royalty revenue would be adversely affected.
We will need to develop or acquire additional capabilities in order to commercialize our NurOwn® treatment candidate,NurOwn® stem cell therapy, if approved for sale, and we may encounter unexpected costs or difficulties in doing so.
We will need to acquire additional capabilities and effectively manage our operations and facilities to successfully pursue and complete future research, development and, if our NurOwn® treatment candidatestem cell therapy receives regulatory approval, commercialization efforts. Currently, we have no experience in preparing applications for marketing approval, commercial-scale manufacturing, managing of large-scale information technology systems or managing a large-scale distribution system. We will need to add personnel and expand our capabilities, which may strain our existing managerial, operational, regulatory compliance, financial and other resources. To do this effectively, we must:
| · | train, manage and motivate a growing employee base; | |
| · | accurately forecast demand for our treatment; and | |
| · | expand existing operational, financial and management information systems. |
| 21 |
We will need to increase our manufacturing capacity prior to seeking approval for the sale of our products. If we are not successful in establishing a regulatory compliant manufacturing process, we may not obtain approval of products or our ability to obtain regulatory approval for sale could be delayed, which would further delay the period of time when we would be able to generate revenues from the sale of such products, if we are even able to generate revenues at all.
We expect to expand our development, regulatory, manufacturing and sales and marketing capabilities, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.
We expect to experience significant growth in the number of our employees and the scope of our operations, particularly in the areas of product development, regulatory affairs, manufacturing and sales and marketing. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Due to our limited financial resources and the limited experience of our management team in managing a company with such anticipated growth, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. The physical expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations.
We have never manufactured our NurOwn® treatment candidateNurOwn® stem cell therapy at commercial scale and there can be no assurance that it can be manufactured in compliance with regulations at a cost or in quantities necessary to make it commercially viable.
We have no experience in commercial-scale manufacturing, the management of large-scale information technology systems or the management of a large-scale distribution system. We may develop our manufacturing capacity in part by expanding our current facilities and/or by setting up additional facilities in other regions of the country. These activities would require substantial additional funds and we would need to hire and train significant numbers of qualified employees to staff these facilities. We may not be able to develop commercial-scale facilities that are sufficient to produce the treatment candidatesstem cell therapies or their components for later-stage clinical trials or commercial use.
Furthermore, we must supply all necessary documentation, including product characterization and process validation, to regulatory authorities in support of our BLA on a timely basis and must adhere to cGMP regulations and current Good Tissue Practices (“GTP”) enforced by the regulatory authority through its facilities inspection program. We have not fully characterized our NurOwn® treatment candidatestem cell therapy and have not validated our manufacturing process. If the FDA determines that the products used in our clinical trials are not sufficiently characterized, we may be required to repeat all or a portion of our clinical trials. If our facilities cannot pass a pre-approval plant inspection, the regulatory approval of the treatment candidatesstem cell therapies will not be granted.
We are subject to significant regulation with respect to manufacturing of our NurOwn® treatment candidate.
All entities involved in the preparation of a therapeutic biological for clinical trials or commercial sale are subject to extensive regulation. Our NurOwn® treatment candidate must be manufactured in accordance with cGMP and GTP before it can be used in our clinical trials or approved for commercial sale. These regulations govern manufacturing processes and procedures and the implementation and operation of quality systems to control and assure the quality of investigational treatment candidates and treatments, including treatment component characterization and process validation, approved for sale. Our facilities and quality systems and the facilities and quality systems of some or all of our third party suppliers must pass a pre-approval inspection for compliance with the applicable regulations as a condition of regulatory approval of our NurOwn® treatment candidate. If any inspection or audit of our manufacturing facilities identifies a failure to comply with applicable regulations, or if a violation of applicable regulations occurs independent of an inspection or audit, we or the relevant regulatory authority may require remedial measures that may be costly and/or time consuming for us or a third party to implement and that may include the temporary or permanent suspension of a clinical trial or commercial sales or the temporary or permanent closure of a facility. Any such remedial measures imposed on us or third parties with whom we contract could materially harm our business.
Lack of coordination internally among our employees and externally with physicians, hospitals and third-party suppliers and carriers, could cause manufacturing difficulties, disruptions or delays and cause us to not meet our expected clinical trial requirements or potential commercial requirements.
Manufacturing our NurOwn® treatment candidatestem cell therapy requires coordination internally among our employees and externally with physicians, hospitals and third-party suppliers and carriers. For example, a patient’s physician or clinical site will need to coordinate with us for the shipping of a patient’s bone marrow to our manufacturing facility, and we will need to coordinate with them for the shipping of the treatment components to them. Such coordination involves a number of risks that may lead to failures or delays in manufacturing our NurOwn® treatment candidate,stem cell therapy, including:
| · | failure to obtain a sufficient supply of key raw materials of suitable quality; | |
| · | difficulties in manufacturing our | |
| · | difficulties in obtaining adequate patient-specific material, such as bone marrow samples, from physicians; | |
| · | difficulties in completing the development and validation of the harvested cells required to ensure the consistency of our NurOwn® | |
| · | failure to ensure adequate quality control and assurances in the manufacturing process as we increase production quantities; | |
| · | difficulties in the timely shipping of patient-specific materials to us or in the shipping of the | |
| · | loss or destruction of, or damage to, patient-specific materials or our NurOwn® | |
| · | loss or destruction of, or damage to, patient-specific materials or our NurOwn® | |
| · | loss or destruction of, or damage to, patient-specific materials or our NurOwn® |
If we are unable to coordinate appropriately, we may encounter delays or additional costs in achieving our clinical and commercialization objectives, including in obtaining regulatory approvals of our treatment candidatesstem cell therapies and supplying products, which could materially damage our business and financial position.
| 22 |
We face competition in our efforts to develop cell therapies for ALS and other neurodegenerative diseases.
We face competition in our efforts to develop cell therapies and other treatment or procedures to cure or slow the effects of ALS and other neurodegenerative diseases. Among our competitors are companies that are involved in the fetal-derived cell transplants or embryonic stem cell derived cell therapy and companies developing adult stem cells. Other companies are developing traditional chemical compounds, new biological drugs, cloned human proteins and other treatments, which are likely to impact the markets that we intend to target. Some of our competitors possess longer operating histories and greater financial, managerial, scientific and technical resources than we do and some possess greater name recognition and established customer bases. Some also have significantly more experience in preclinical testing, human clinical trials, product manufacturing, the regulatory approval process and marketing and distribution than we do.
The trend towards consolidation in the pharmaceutical and biotechnology industries may adversely affect us.
There is a trend towards consolidation in the pharmaceutical and biotechnology industries. This consolidation trend may result in the remaining companies having greater financial resources and discovery technological capabilities, thus intensifying competition in these industries. This trend may also result in fewer potential collaborators or licensees for our therapeutic product candidates.stem cell therapies. Also, if a consolidating company is already doing business with our competitors, we may lose existing licensees or collaborators as a result of such consolidation.
There is a scarcity of experienced professionals in the field of cell therapy and we may not be able to retain key personnel or hire new key personnel needed to implement our business strategy and develop our products and businesses. If we are unable to retain or hire key personnel, we may be unable to continue to grow our business or to implement our business strategy, and our business may be materially and adversely affected.
Given the specialized nature of cell therapy and the fact that it is a young field, there is an inherent scarcity of experienced personnel in the field. Our success depends on a significant extent to the continued services of certain highly qualified scientific and management personnel. We face competition for qualified personnel from numerous industry sources, and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. The loss of service of any of our key personnel could have a material adverse effect on our operations or financial condition. In the event of the loss of services of such personnel, no assurance can be given that we will be able to obtain the services of adequate replacement personnel. We do not have key person life insurance on our key personnel. The future success of the Company also depends upon our ability to attract and retain additional qualified personnel (including medical, scientific, technical, commercial, business and administrative personnel) necessary to support our anticipated growth, develop our business, and maintain appropriate licensure, on acceptable terms. There can be no assurance that we will be successful in attracting or retaining personnel required by us to continue and grow our operations. The loss of a key employee, the failure of a key employee to perform in his or her current position or our inability to attract and retain skilled employees, as needed, could result in our inability to continue to grow our business or to implement our business strategy, or may have a material adverse effect on our business, financial condition and results of operations.
Technological and medical developments or improvements in conventional therapies could render the use of stem cells and our services and planned products obsolete.
The pharmaceutical industry is characterized by rapidly changing markets, technology, emerging industry standards and frequent introduction of new products. The introduction of new products embodying new technologies, including new manufacturing processes, and the emergence of new industry standards may render our technologies obsolete, less competitive or less marketable. Advances in other treatment methods or in disease prevention techniques could significantly reduce or entirely eliminate the need for our stem cell services, planned products and therapeutic efforts. Additionally, technological or medical developments may materially alter the commercial viability of our technology or services, and require us to incur significant costs to replace or modify equipment in which we have a substantial investment. In either event, we may experience a material adverse effect on our business, results of operations and financial condition.
We may expend our limited resources to pursue our NurOwn®treatment candidateNurOwn® stem cell therapy or a specific indication for its use and fail to capitalize on treatment candidatesstem cell therapies or indications that may be more profitable or for which there is a greater likelihood of success.
Because we have limited financial and managerial resources, we have focused development of our NurOwn® treatment candidatestem cell therapy for use in patients with ALS. As a result, we may forego or delay pursuit of opportunities with other treatment candidatesstem cell therapies or for other indications that later prove to have greater commercial potential. Our spending on current and future research and development efforts on our NurOwn® treatment candidatestem cell therapy for this indication may not yield a commercially viable treatment. Our resource allocation decisions also may cause us to fail to capitalize on a viable commercial treatment, a more viable indication or profitable market opportunities.
| 23 |
We have based our research and development efforts on our NurOwn® treatment candidate.stem cell therapy. Notwithstanding our large investment to date and anticipated future expenditures in our NurOwn® treatment candidate,stem cell therapy, we have not yet developed, and may never successfully develop, any marketed treatments using this approach. As a result of pursuing the development of our NurOwn® treatment candidate,stem cell therapy, we may fail to develop treatment candidatesstem cell therapies or address indications based on other scientific approaches that may offer greater commercial potential or for which there is a greater likelihood of success.
Our long-term business planNurOwn® stem cell therapy is to develop our NurOwn® treatment candidate for the treatment of neurodegenerative diseases, such as ALS, MS and PD. Even if we successfully develop our NurOwn® treatment candidate for use in one indication, webased on a novel technology, which may not be successful in our efforts to identify or discover additional indications for it. Clinical programs to develop new indications for our NurOwn® treatment candidate will require substantial technical, financial and human resources. Theseraise development programs may initially show promise in identifying potential treatment indications, yet fail to obtain regulatory approval for commercial sale.
If we do not accurately evaluate the commercial potential or target market for our NurOwn® treatment candidate, we may relinquish valuable rights toissues that treatment through collaboration, licensing or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization rights.
If Ramot is unable to obtain patents on the patent applications and technology licensed to our Israeli Subsidiary or if patents are obtained but do not provide meaningful protection, we may not be able to successfullyresolve, regulatory issues that could delay or prevent approval or personnel issues that may keep us from being able to develop our treatments.
Regulatory approval of stem cell therapies that utilize novel technology such as ours can be more expensive and take longer than for other treatments that are based on more well-known or more extensively studied technology, due to our and the regulatory agencies’ lack of experience with them. This may lengthen the regulatory review process, require us to perform additional studies, including clinical trials, increase our development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and commercialization of these stem cell therapies or lead to significant post-approval limitations or restrictions. For example, the differentiated cell component of our NurOwn® stem cell therapy is a complex biologic product that is manufactured from the patient’s own bone marrow that must be appropriately harvested, isolated, expanded and differentiated so that its identity, strength, quality, purity and potency may be characterized prior to release for treatment. No differentiated cell treatment for ALS has yet been approved for marketing by the FDA or any other regulatory agency. The tests that we use to make identity, strength, quality, purity and potency determinations on our NurOwn® stem cell therapy may not be sufficient to satisfy the FDA’s expectations regarding the criteria required for release of products for patient treatment and the regulatory agency may require us to employ additional testing measures for this purpose, which could require us to undertake additional testing and/or additional clinical trials.
The novel nature of our NurOwn® stem cell therapy also means that fewer people are trained in or experienced with treatments of this type, which may make it difficult to recruit, hire and retain capable personnel for the research, development and manufacturing positions that will be required to continue our development and commercialization efforts.
A significant global market for our proposed products.services has yet to emerge.
We rely upon the patent applications filed by Ramot, the technology licensing company of Tel Aviv University,Very few companies have been successful in their efforts to develop and commercialize a stem cell product. Some stem cell products in general may be susceptible to various risks, including undesirable and unintended side effects, unintended immune system responses, inadequate therapeutic efficacy, or other characteristics that may prevent or limit their approval or commercial use. The demand for stem cell processing and the license grantednumber of people who may use cell or tissue-based therapies is difficult to us by Ramot, allforecast. Physicians, patients, formularies, third party payers or the medical community in accordance with the Second Ramot Agreement dated as of July 26, 2007. We further agreed under the Second Ramot Agreement that Ramot, in consultation with us, is responsible for obtaining patent protection for technology owned by Ramot and licensed to us. No assurance can be given thatgeneral may not accept or utilize any of our pending or future patent applications will be approved,products that the scopeCompany or its collaborative partners may develop. Our success is dependent on the establishment of any patent protection granted will exclude competitors or provide us with competitive advantages, that any of the patents that may be issued to us will be held valid if subsequently challenged, or that other parties will not claim rights to or ownership ofa large global market for our patents or other proprietary rights that we hold license to. Furthermore, there can be no assurance that others have not developed or will not develop similar products duplicate any of our technology or products or design around any patents that have been or may be issued to us or any future licensors. Since patent applications in the United States and in Europe are not disclosed until applications are published, there can be no assurance that others did not first file applications for products covered by our pending patent applications, nor can we be certain that we will not infringe any patents that may be issued to others. Also, we have abandoned our rights to certain patents of Ramot in certain countries in connection with the Letter Agreement byservices and between us and Ramot dated December 24, 2009, which may limit our ability to fully market our proposed products.
We also rely upon unpatented proprietary technology, know-how and trade secrets and seek to protect them through confidentiality agreements with employees, consultants and advisors. If these confidentiality agreements are breached, we may not have adequate remedies for the breach. In addition, others may independently develop or otherwise acquire substantially the same proprietary technology as our technology and trade secrets.
We may be unable to protect our intellectual property from infringement by third parties.
Despite our efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property. Our competitors may also independently develop similar technology, duplicate our processes or services or design around our intellectual property rights. We may have to litigate to enforce and protect our intellectual property rights to determine their scope, validity or enforceability. Intellectual property litigation is costly, time-consuming, diverts the attentioncapture a share of management and technical personnel and could result in substantial uncertainty regarding our future viability. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection would limit our ability to develop or market our services in the future. This would also likely have an adverse effect on the revenues generated by any sale or license of such intellectual property. Furthermore, any public announcements related to such litigation or regulatory proceedings could adversely affect the price of our Common Stock.
Third parties may claim that we infringe on their intellectual property.
We may be subject to costly litigation in the event our technology is claimed to infringe upon the proprietary rights of others. Third parties may have, or may eventually be issued, patents that would be infringed by our technology. Any of these third parties could make a claim of infringement against us with respect to our technology. We may also be subject to claims by third parties for breach of copyright, trademark or license usage rights. Litigation and patent interference proceedings could result in substantial expense to us and significant diversion of efforts by our technical and management personnel. An adverse determination in any such proceeding or in patent litigation could subject us to significant liabilities to third parties or require us to seek licenses from third parties. Such licenses may not be available on acceptable terms or at all. Adverse determinations in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from commercializing our products, which would have a material adverse effect on our business, results of operations and financial condition.
As a result of our reliance on consultants, we may not be able to protect the confidentiality of our technology, which, if disseminated, could negatively impact our plan of operations.
We currently have relationships with academic and industry consultants and subcontractors who are not directly employed by us, and we may enter into additional relationships of such nature in the future. We have limited control over the activities of these consultants and can expect only limited amounts of their time to be dedicated to our activities. These persons may have consulting, employment or advisory arrangements with other entities that may conflict with or compete with their obligations to us. Our consultants typically sign agreements that provide for confidentiality of our proprietary information and results of studies. However, in connection with every relationship, we may not be able to maintain the confidentiality of our technology, the dissemination of which could hurt our competitive position and results of operations. To the extent that our scientific consultants develop inventions or processes independently that may be applicable to our proposed products, disputes may arise as to the ownership of the proprietary rights to such information, we may expend significant resources in such disputes and we may not win those disputes.this market.
It is uncertain to what extent the government, private health insurers and third-party payers will approve coverage or provide reimbursement for the therapies and products to which our services relate. Availability for such reimbursement may be further limited by an increasing uninsured population and reductions in Medicare and Medicaid funding in the United States.
Our ability to successfully commercialize our human therapeutic products will depend significantly on our ability to obtain acceptable prices and the availability of reimbursement to the patient from third-party payers, such as government and private insurance plans. While we have not commenced discussions with any such parties, these third-party payers frequently require companies to provide predetermined discounts from list prices, and they are increasingly challenging the prices charged for pharmaceuticals and other medical products. Our human therapeutic products may not be considered cost-effective, and reimbursement to the patient may not be available or sufficient to allow us to sell our products on a competitive basis. Further, as cost containment pressures are increasing in the health care industry, government and private payers adopt strategies designed to limit the amount of reimbursement paid to health care providers. Such cost containment measures may include:
| · | Reducing reimbursement rates; | |
| · | Challenging the prices charged for medical products and services; | |
| · | Limiting services covered; | |
| · | Decreasing utilization of services; | |
| · | Negotiating prospective or discounted contract pricing; | |
| · | Adopting capitation strategies; and | |
| · | Seeking competitive bids. |
| 24 |
Similarly, the trend toward managed health care and bundled pricing for health care services in the United States could significantly influence the purchase of healthcare services and products, resulting in lower prices and reduced demand for our therapies.
We may not be able to negotiate favorable reimbursement rates for our human therapeutic products. If we fail to obtain acceptable prices or an adequate level of reimbursement for our products, the sales of our products would be adversely affected or there may be no commercially viable market for our products.
Unintended consequences of recently adopted health reform legislation in the U.S. may adversely affect our business.
The healthcare industry is undergoing fundamental changes resulting from political, economic and regulatory influences. In the U.S., comprehensive programs are under consideration that seek to, among other things, increase access to healthcare for the uninsured and control the escalation of healthcare expenditures within the economy. On March 23, 2010, health reform legislation was approved by Congress and has been signed into law. While we do not believe this legislation will have a direct impact on our business, the legislation has only recently been enacted and requires the adoption of implementing regulations, which may have unintended consequences or indirectly impact our business. For instance, the scope and implications of the recent amendments pursuant to the Fraud Enforcement and Recovery Act of 2009 have yet to be fully determined or adjudicated and as a result it is difficult to predict how future enforcement initiatives may impact our business. Also, in some instances our clients may be health insurers that will be subject to limitations on their administrative expenses and new federal review of “unreasonable” rate increases which could impact the prices they pay for our services. If the legislation causes such unintended consequences or indirect impact, it could have a material adverse effect on our business, financial condition and results of operations.
Ethical and other concerns surrounding the use of stem cell therapy may negatively impact the public perception of our stem cell services, thereby suppressing demand for our services.
Although our stem cell business pertains to adult stem cells only, and does not involve the more controversial use of embryonic stem cells, the use of adult human stem cells for therapy could give rise to similar ethical, legal and social issues as those associated with embryonic stem cells, which could adversely affect its acceptance by consumers and medical practitioners. Additionally, it is possible that our business could be negatively impacted by any stigma associated with the use of embryonic stem cells if the public fails to appreciate the distinction between adult and embryonic stem cells. Delays in achieving public acceptance may materially and adversely affect the results of our operations and profitability.
We are exposed to fluctuations in currency exchange rates.
A significant portion of our business, particularly our research and development, is conducted outside the United States. Therefore, we are exposed to currency exchange fluctuations in other currencies such as the New Israeli Shekels (“NIS”) and the Euro. Moreover, a portion of our expenses in Israel and Europe are paid in NIS and Euros, respectively, which subjects us to the risks of foreign currency fluctuations. Our primary expenses paid in NIS are employee salaries, fees for consultants and subcontractors and lease payments on our Israeli facilities.
The dollar cost of our operations in Israel will increase to the extent increases in the rate of inflation in Israel are not offset by a devaluation of the NIS in relation to the dollar, which would harm our results of operations.
Since a considerable portion of our expenses such as employees' salaries are linked to an extent to the rate of inflation in Israel, the dollar cost of our operations is influenced by the extent to which any increase in the rate of inflation in Israel is or is not offset by the devaluation of the NIS in relation to the dollar. As a result, we are exposed to the risk that the NIS, after adjustment for inflation in Israel, will appreciate in relation to the dollar. In that event, the dollar cost of our operations in Israel will increase and our dollar-measured results of operations will be adversely affected. During the past few years inflation-adjusted NIS appreciated against the dollar, which raised the dollar cost of our Israeli operations. We cannot predict whether the NIS will appreciate against the dollar or vice versa in the future. Any increase in the rate of inflation in Israel, unless the increase is offset on a timely basis by a devaluation of the NIS in relation to the dollar, will increase labor and other costs, which will increase the dollar cost of our operations in Israel and harm our results of operations.
We may be subject to significant product liability claims and litigation which could adversely affect our future earnings and financial condition.
Our business exposes us to potential product liability risks inherent in the testing, processing and marketing of stem cell therapy products. Specifically, the conduct of clinical trials in humans involves the potential risk that the use of our stem cell therapy products will result in adverse effects. Such liability claims may be expensive to defend and result in large judgments against us. We currently maintain liability insurance for our clinical trials; however, such liability insurance may not be adequate to fully cover any liabilities that arise from clinical trials of our stem cell therapy products. We also maintain errors and omissions, directors and officers, workers’ compensation and other insurance appropriate to our business activities. If we were to be subject to a claim in excess of this coverage or to a claim not covered by our insurance and the claim succeeded, we would be required to pay the claim from our own limited resources, which could have a material adverse effect on our financial condition, results of operations and business. Additionally, liability or alleged liability could harm our business by diverting the attention and resources of our management and damaging our reputation and that of our subsidiaries.
Political, economic and military instability in Israel may impede our ability to execute our plan of operations.
Our principal operations and the research and development facilities of the scientific team funded by us under the Second Ramot Agreement are located in Israel. Accordingly, political, economic and military conditions in Israel may affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its Arab neighbors. Acts of random terrorism periodically occur which could affect our operations or personnel. Ongoing or revived hostilities or other factors related to Israel could harm our operations and research and development process and could impede our ability to execute our plan of operations.
In addition, Israeli-based companies and companies doing business with Israel have been the subject of an economic boycott by members of the Arab League and certain other predominantly Muslim countries since Israel's establishment. Although Israel has entered into various agreements with certain Arab countries and the Palestinian Authority, and various declarations have been signed in connection with efforts to resolve some of the economic and political problems in the Middle East, we cannot predict whether or in what manner these problems will be resolved. Wars and acts of terrorism have resulted in damage to the Israeli economy, including reducing the level of foreign and local investment.
| 25 |
Furthermore, certain of our officers and employees may be obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called up for active military duty at any time. Israeli citizens who have served in the army may be subject to an obligation to perform reserve duty until they are between 40 and 49 years old, depending upon the nature of their military service.
Man-Made Problems Such as Computer Viruses or Terrorism May Disrupt Our Operations and Harm Our Operating Results
Despite our implementation of network security measures our servers are vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering with our computer systems. Any such event could have a material adverse effect on our business, operating results, and financial condition. Efforts to limit the ability of malicious third parties to disrupt the operations of the internet or undermine our own security efforts may meet with resistance. In addition, the continued threat of terrorism and heightened security and military action in response to this threat, or any future acts of terrorism, may cause further disruptions to the economies of the United States, Israel and other countries and create further uncertainties or otherwise materially harm our business, operating results, and financial condition. Likewise, events such as widespread blackouts could have similar negative impacts. To the extent that such disruptions or uncertainties result in delays or access to data or personal information, our business, operating results, and financial condition could be materially and adversely affected.
Risks Related to Government Regulation
We are subject to a strict regulatory environment. If we fail to obtain and maintain required regulatory approvals for our potential cell therapy products, our ability to commercialize our potential cell therapy products will be severely limited.
None of our stem cell therapies have received regulatory approval for commercial sale yet. We do not expect to receive regulatory approval for any of our stem cell therapies until at least March 2018, if ever.
Numerous statutes and regulations govern human testing and the manufacture and sale of human therapeutic products in the United States and other countries where we intend to market our products. Such legislation and regulation bears upon, among other things, the approval of protocols and human testing, the approval of manufacturing facilities, testing procedures and controlled research, review and approval of manufacturing, preclinical and clinical data prior to marketing approval including adherence to GMP during production and storage as well as regulation of marketing activities including advertising and labeling.
The completion of the clinical testing of our stem cell therapies and the obtaining of required approvals are expected to take several years and require the expenditure of substantial resources. We may experience numerous unforeseen events during, or as a result of, the clinical trial process that could delay or prevent regulatory approval and/or commercialization of our stem cell therapies, including the following:
| · | The FDA or similar foreign regulatory authorities may find that our stem cell therapies are not sufficiently safe or effective or may find our processes or facilities unsatisfactory; | |
| · | Officials at the Israeli MoH, the FDA or similar foreign regulatory authorities may interpret data from preclinical studies and clinical trials differently than we do; | |
| · | Our clinical trials may produce negative or inconclusive results or may not meet the level of statistical significance required by the Israeli MoH, the FDA or other regulatory authorities, and we may decide, or regulators may require us, to conduct additional preclinical studies and/or clinical trials or to abandon one or more of our development programs; | |
| · | The Israeli MoH, the FDA or similar foreign regulatory authorities may change their approval policies or adopt new regulations; | |
| · | There may be delays or failure in obtaining approval of our clinical trial protocols from the Israeli MoH, the FDA or other regulatory authorities or obtaining institutional review board approvals or government approvals to conduct clinical trials at prospective sites; | |
| · | We, or regulators, may suspend or terminate our clinical trials because the participating patients are being exposed to unacceptable health risks or undesirable side effects; |
| 26 |
| · | We may experience difficulties in managing multiple clinical sites; | |
| · | Enrollment in our clinical trials for our stem cell therapies may occur more slowly than we anticipate, or we may experience high drop-out rates of subjects in our clinical trials, resulting in significant delays; and | |
| · | We may be unable to manufacture or obtain from third party manufacturers sufficient quantities of our stem cell therapies for use in clinical trials. |
Investors should be aware of the risks, problems, delays, expenses and difficulties which may be encountered by us in light of the extensive regulatory environment in which our business operates. In particular, our development costs will increase if we have material delays in our clinical trials, or if we are required to modify, suspend, terminate or repeat a clinical trial. If we are unable to conduct our clinical trials properly and on schedule, marketing approval may be delayed or denied by the Israeli MoH or the FDA.
Even if a stem cell therapy is approved by the Israeli MoH, the FDA or any other regulatory authority, we may not obtain approval for an indication whose market is large enough to recoup our investment in that stem cell therapy. We may never obtain the required regulatory approvals for any of our stem cell therapies. Later discovery of previously unknown problems with a product, manufacturer or facility may result in restrictions on the product or manufacturer, including a withdrawal of the product from the market.
Even if regulatory approvals are obtained for our stem cell therapies, we will be subject to ongoing government regulation. If we or one or more of our partners or collaborators fail to comply with applicable current and future laws and government regulations, our business and financial results could be adversely affected.
The healthcare industry is one of the most highly regulated industries in the United States. The federal government, individual state and local governments and private accreditation organizations all oversee and monitor the activities of individuals and businesses engaged in the delivery of health care products and services. Even if regulatory authorities approve any of our human stem cell therapies, current laws, rules and regulations that could directly or indirectly affect our ability and the ability of our strategic partners and customers to operate each of their businesses could include, without limitation, the following:
| · | State and local licensing, registration and regulation of laboratories, the collection, processing and storage of human cells and tissue, and the development and manufacture of pharmaceuticals and biologics; | |
| · | The federal Clinical Laboratory Improvement Act and amendments of 1988; | |
| · | Laws and regulations administered by the FDA, including the Federal Food Drug and Cosmetic Act and related laws and regulations; | |
| · | The Public Health Service Act and related laws and regulations; | |
| · | Laws and regulations administered by the United States Department of Health and Human Services, including the Office for Human Research Protections; | |
| · | State laws and regulations governing human subject research; | |
| · | Occupational Safety and Health requirements; and | |
| · | State and local laws and regulations dealing with the handling and disposal of medical waste. |
Compliance with such regulation may be expensive and consume substantial financial and management resources. If we, or any future marketing collaborators or contract manufacturers, fail to comply with applicable regulatory requirements, we may be subject to sanctions including fines, product recalls or seizures, injunctions, total or partial suspension of production, civil penalties, withdrawal of regulatory approvals and criminal prosecution. Any of these sanctions could delay or prevent the promotion, marketing or sale of our products.
We are subject to environmental, health and safety laws.
We are subject to various laws and regulations relating to safe working conditions, laboratory and manufacturing practices, the experimental use of animals and humans, emissions and wastewater discharges, and the use and disposal of hazardous or potentially hazardous substances used in connection with our research. We also cannot accurately predict the extent of regulations that might result from any future legislative or administrative action. Any of these laws or regulations could cause us to incur additional expense or restrict our operations.
Compliance with environmental laws and regulations may be expensive, and current or future environmental regulations may impair our research, development or production efforts.
| 27 |
We are subject to significant regulation with respect to manufacturing of our NurOwn® stem cell therapy.
All entities involved in the preparation of a therapeutic biological for clinical trials or commercial sale are subject to extensive regulation. Our NurOwn® stem cell therapy must be manufactured in accordance with cGMP and GTP before it can be used in our clinical trials or approved for commercial sale. These regulations govern manufacturing processes and procedures and the implementation and operation of quality systems to control and assure the quality of investigational stem cell therapies and treatments, including treatment component characterization and process validation, approved for sale. Our facilities and quality systems and the facilities and quality systems of some or all of our third party suppliers must pass a pre-approval inspection for compliance with the applicable regulations as a condition of regulatory approval of our NurOwn® stem cell therapy. If any inspection or audit of our manufacturing facilities identifies a failure to comply with applicable regulations, or if a violation of applicable regulations occurs independent of an inspection or audit, we or the relevant regulatory authority may require remedial measures that may be costly and/or time consuming for us or a third party to implement and that may include the temporary or permanent suspension of a clinical trial or commercial sales or the temporary or permanent closure of a facility. Any such remedial measures imposed on us or third parties with whom we contract could materially harm our business.
Our long-term business plan is to develop our NurOwn® stem cell therapy for the treatment of neurodegenerative diseases, such as ALS, MS and PD. Even if we successfully develop our NurOwn® stem cell therapy for use in one indication, we may not be successful in our efforts to identify or discover additional indications for it. Clinical programs to develop new indications for our NurOwn® stem cell therapy will require substantial technical, financial and human resources. These development programs may initially show promise in identifying potential treatment indications, yet fail to obtain regulatory approval for commercial sale.
If we do not accurately evaluate the commercial potential or target market for our NurOwn® stem cell therapy, we may relinquish valuable rights to that treatment through collaboration, licensing or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization rights.
Risks Related to Our Intellectual Property
Part of our business in the foreseeable future will be based on technology licensed from Ramot and if this license were to be terminated upon failure to make required royalty payments in the future, we would need to change our business strategy and we may be forced to cease our operations.
Agreements we and our Israeli Subsidiary have with Ramot impose on us royalty payment obligations. If we fail to comply with these obligations, Ramot may have the right to terminate the license under certain circumstances. If Ramot elects to terminate our license, we would need to change our business strategy and we may be forced to cease our operations. We currently do not owe Ramot any overdue payments. Royalties are due upon commencement of revenues by the Company.
If Ramot is unable to obtain patents on the patent applications and technology licensed to our Israeli Subsidiary or if patents are obtained but do not provide meaningful protection, we may not be able to successfully market our proposed products.
We rely upon the patent applications filed by Ramot, the technology licensing company of Tel Aviv University, and the license granted to us by Ramot, all in accordance with the Second Ramot Agreement dated as of July 26, 2007. We further agreed under the Second Ramot Agreement that Ramot, in consultation with us, is responsible for obtaining patent protection for technology owned by Ramot and licensed to us. No assurance can be given that any of our pending or future patent applications will be approved, that the scope of any patent protection granted will exclude competitors or provide us with competitive advantages, that any of the patents that may be issued to us will be held valid if subsequently challenged, or that other parties will not claim rights to or ownership of our patents or other proprietary rights that we hold license to. Furthermore, there can be no assurance that others have not developed or will not develop similar products, duplicate any of our technology or products or design around any patents that have been or may be issued to us or any future licensors. Since patent applications in the United States and in Europe are not disclosed until applications are published, there can be no assurance that others did not first file applications for products covered by our pending patent applications, nor can we be certain that we will not infringe any patents that may be issued to others. Also, we have abandoned our rights to certain patents of Ramot in certain countries in connection with the Letter Agreement by and between us and Ramot dated December 24, 2009, which may limit our ability to fully market our proposed products.
We also rely upon unpatented proprietary technology, know-how and trade secrets and seek to protect them through confidentiality agreements with employees, consultants and advisors. If these confidentiality agreements are breached, we may not have adequate remedies for the breach. In addition, others may independently develop or otherwise acquire substantially the same proprietary technology as our technology and trade secrets.
| 28 |
We may be unable to protect our intellectual property from infringement by third parties.
Despite our efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property. Our competitors may also independently develop similar technology, duplicate our processes or services or design around our intellectual property rights. We may have to litigate to enforce and protect our intellectual property rights to determine their scope, validity or enforceability. Intellectual property litigation is costly, time-consuming, diverts the attention of management and technical personnel and could result in substantial uncertainty regarding our future viability. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection would limit our ability to develop or market our services in the future. This would also likely have an adverse effect on the revenues generated by any sale or license of such intellectual property. Furthermore, any public announcements related to such litigation or regulatory proceedings could adversely affect the price of our Common Stock.
Third parties may claim that we infringe on their intellectual property.
We may be subject to costly litigation in the event our technology is claimed to infringe upon the proprietary rights of others. Third parties may have, or may eventually be issued, patents that would be infringed by our technology. Any of these third parties could make a claim of infringement against us with respect to our technology. We may also be subject to claims by third parties for breach of copyright, trademark or license usage rights. Litigation and patent interference proceedings could result in substantial expense to us and significant diversion of efforts by our technical and management personnel. An adverse determination in any such proceeding or in patent litigation could subject us to significant liabilities to third parties or require us to seek licenses from third parties. Such licenses may not be available on acceptable terms or at all. Adverse determinations in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from commercializing our products, which would have a material adverse effect on our business, results of operations and financial condition.
As a result of our reliance on consultants, we may not be able to protect the confidentiality of our technology, which, if disseminated, could negatively impact our plan of operations.
We currently have relationships with academic and industry consultants and subcontractors who are not directly employed by us, and we may enter into additional relationships of such nature in the future. We have limited control over the activities of these consultants and can expect only limited amounts of their time to be dedicated to our activities. These persons may have consulting, employment or advisory arrangements with other entities that may conflict with or compete with their obligations to us. Our consultants typically sign agreements that provide for confidentiality of our proprietary information and results of studies. However, in connection with every relationship, we may not be able to maintain the confidentiality of our technology, the dissemination of which could hurt our competitive position and results of operations. To the extent that our scientific consultants develop inventions or processes independently that may be applicable to our proposed products, disputes may arise as to the ownership of the proprietary rights to such information, we may expend significant resources in such disputes and we may not win those disputes.
We received grants from the Israel Innovation Authority, or IIA, we are subject to on-going restrictions.
We have received royalty-bearing grants from the IIA, for research and development programs that meet specified criteria. The terms of the IIA’s grants may limit various technology transfer know-how developed under an approved research and development program outside of Israel.
Risks related to our Common Stock
The price of our stock is expected to be volatile.
The market price of our Common Stock has fluctuated significantly, and is likely to continue to be highly volatile. To date, the trading volume in our stock has been relatively low and significant price fluctuations can occur as a result. An active public market for our Common Stock may not continue to develop or be sustained. If the low trading volumes experienced to date continue, such price fluctuations could occur in the future and the sale price of our Common Stock could decline significantly. Investors may therefore have difficulty selling their shares.
Your percentage ownership will be diluted by future issuances of our securities.
In order to meet our financing needs, we may issue additional significant amounts of our Common Stock and warrants to purchase shares of our Common Stock. The precise terms of any future financings will be determined by us and potential investors and such future financings may also significantly dilute your percentage ownership in the Company.
| 29 |
ACCBT holds equity participation rights and other rights that could affect our ability to raise funds.
Pursuant to the Subscription Agreement with ACCBT Corp. (“ACCBT”), a company under the control of Mr. Chaim Lebovits, our President and Chief Executive Officer, we granted ACCBT the right to acquire additional shares of our Common Stock whenever we issue additional shares of Common Stock or other securities of the Company, or options or rights to purchase shares of the Company or other securities directly or indirectly convertible into or exercisable for shares of the Company (including shares of any newly created class or series). This participation right could limit our ability to enter into equity financings and to raise funds from third parties. ACCBT is entitled to purchase its pro rata share of any additional securities we offer, so that its percentage ownership of the Company remains the same after any such issuance of additional securities. Such additional securities will be offered to ACCBT at the same price and on the same terms as the other investors in the transaction. ACCBT will have 30 days from the date of our notice to ACCBT of any intended transaction, to decide whether it wishes to exercise its participation rights in the transaction. We also are prohibited from taking certain corporate actions without the consent of ACCBT, including issuing shares, acquiring or divesting assets and making payment of cash compensation over $60,000 per year.entering into transactions greater than $500,000. Further, ACCBT also has the right to appoint a majority30% of our Board of Directors. In connection with the Subscription Agreement, we entered into a registration rights agreement with ACCBT pursuant to which we granted piggyback registration rights to ACCBT. In addition, we issued ACCBT warrants to purchase up to 2,016,666 shares of Common Stock, of which 2,016,666 warrants are presently outstanding. The outstanding warrants contain cashless exercise provisions, which permit the cashless exercise of up to 50% of the underlying shares of Common Stock. 672,222 of such warrants have an exercise price of $3.00 and the remainder have an exercise price of $4.35. We registered 1,920,461 shares of Common Stock and 2,016,666 shares of Common Stock underlying the ACCBT Warrants on registration statement No. 333-201705 dated January 26, 2015 pursuant to ACCBT’s registration rights. ACCBT has waived its participation rights and anti-dilution rights with respect to issuances that were made on or prior to January 8, 2015.November 2, 2017. In March 2014, we entered into an agreement with ACCBT according to which ACCBT waived certain anti-dilution rights. On May 25, 2014,November 2, 2017, the Company entered into a Warrant Amendment Agreement with ACCBT, pursuant to which the expiration date of each Warrant held by ACCBT was extended until November 5, 2017,2022, in consideration of ACCBT having provided a series of waivers of their rights including the anti-dilution rights waiver.and reduction of rights.
You may experience difficulties in attempting to enforce liabilities based upon U.S. federal securities laws against us and our non-U.S. resident directors and officers.
Our principal operations are located through our subsidiary in Israel and our principal assets are located outside the U.S. Our Chief Financial Officer and Chief Business Officer and some of our directors are foreign citizens and do not reside in the U.S. It may be difficult for courts in the U.S. to obtain jurisdiction over our foreign assets or these persons and as a result, it may be difficult or impossible for you to enforce judgments rendered against us or our directors or executive officers in U.S. courts. Thus, should any situation arise in the future in which you have a cause of action against these persons or entities, you are at greater risk in investing in our Company rather than a domestic company because of greater potential difficulties in bringing lawsuits or, if successful, collecting judgments against these persons or entities as opposed to domestic persons or entities.
If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Common Stock may be materially and adversely affected.
As a public company in the United States, we are subject to the reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring every public company to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report. In prior years, management has identified material weaknesses in our internal control over financial reporting. If any of our prior material weaknesses recurs, or if we identify additional weaknesses or fail to timely and successfully implement new or improved controls, our ability to assure timely and accurate financial reporting may be adversely affected, and we could suffer a loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our shares of Common Stock, result in lawsuits being filed against us by our stockholders, or otherwise harm our reputation. If material weaknesses are identified in the future, it could be costly to remediate such material weaknesses, which may adversely affect our results of operations. In addition, our auditor is not required to attest to the effectiveness of our internal controls over financial reporting due to our status of qualifying as a smaller reporting company. As a result, current and potential investors could lose confidence in our financial reporting, which could harm our business and have an adverse effect on our share price.
| 30 |
Delaware law could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, and thereby adversely affect existing stockholders.
The Delaware General Corporation Law contain provisions that may have the effect of making more difficult or delaying attempts by others to obtain control of our Company, even when these attempts may be in the best interests of stockholders. Delaware law imposes conditions on certain business combination transactions with “interested stockholders.” These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices. These provisions may also limit the ability of stockholders to approve transactions that they may deem to be in their best interests.
We do not expect to pay dividends in the foreseeable future, and accordingly you must rely on stock appreciation for any return on your investment.
We have paid no cash dividends on our Common Stock to date, and we currently intend to retain our future earnings, if any, to fund the continued development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Further, any payment of cash dividends will also depend on our financial condition, results of operations, capital requirements and other factors, including contractual restrictions to which we may be subject, and will be at the discretion of our Board of Directors.
| Item 1B. | UNRESOLVED STAFF COMMENTS |
None.
| Item 2. | PROPERTIES |
Corporate Headquarters and other office space
Our executive offices and United States corporate headquarters are located at 3 University Plaza Drive, Suite 320, Hackensack, NJ 07601 ("the Headquarters").
In October 2014, we entered into a lease1745 Broadway, 17th Floor, New York, NY 10019. The Company is party to an office service agreement for the Headquarters, according to which we leased approximately 220 square meterslicense of office space for a term of 63 months commencing October 1, 2014. Rent is paid on a monthly basis in the amount of approximately U.S. $4,300.this space.
On December 1, 2004, ourOur Israeli Subsidiary entered intois party to a lease agreement (the Lease Agreement) for the lease of premises in 12 Basel Street, Petach Tikva, Israel, which include approximately 600 square meters of office and laboratory space.space, including an animal research facility. The originallease term of the lease was 36 months (the Lease Term), commencing on Aprilis from December 1, 2005,2004 through March 31, 2018, with two optionsan option to extend: oneextend for an additional 2445 months (the First Option); and one for an additional 36 months (the Second Option).
On November 11, 2012, the Israeli Subsidiary entered into an amendment to the Lease Agreement, pursuant to which the Lease Term (including the First Option and the Second Option) was extended by an additional five years, through March 31, 2018. After three years, we will have thea right to cancelterminate the agreementextension option on December 31, 2019 with 64 months’ notice. Rent is paid on a monthly basis in the amount of NIS 40,000 (approximately U.S. $10,000)$11,500).
We expanded our Petach Tikva facility in 2008 to include an animal research facility.
As part of the clinical trials with Hadassah, we pay $31,250approximately $33,000 per month per clean room for rental and operation of 2 clean room facilities at Hadassah facilities in Jerusalem.
We believe that the current office and laboratory space is adequate to meet our needs or will be available in the U.S. to meet the needs of U.S. clinical trials.
| Item 3. | LEGAL PROCEEDINGS |
From time to time, we may become involved in litigation relating to claims arising out of operations in the normal course of business, which we consider routine and incidental to our business. We currently are not a party to any legal proceedings the adverse outcome of which, in management’s opinion, would have a material adverse effect on our business, results of operation or financial condition.
| Item 4. | MINE SAFETY DISCLOSURES. |
Not applicable.required.
| 31 |
| Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, |
Market Information
Our Common Stock is currently traded on the Nasdaq Capital Market under the symbol “BCLI”. The following table contains information about the range of high and low sales prices for our Common Stock.
| Quarter Ended | High | Low | ||||||
| December 31, 2015 | $ | 3.13 | $ | 2.22 | ||||
| September 30, 2015 | $ | 3.68 | $ | 2.17 | ||||
| June 30, 2015 | $ | 5.43 | $ | 3.54 | ||||
| March 31, 2015 | $ | 8.47 | $ | 3.75 | ||||
| December 31, 2014 | $ | 4.94 | $ | 2.81 | ||||
| September 30, 2014 | $ | 5.70 | $ | 3.35 | ||||
| June 30, 2014 | $ | 5.70 | $ | 3.45 | ||||
| March 31, 2014 | $ | 5.55 | $ | 2.55 | ||||
| Quarter Ended | High | Low | ||||||
| December 31, 2017 | $ | 4.49 | $ | 2.95 | ||||
| September 30, 2017 | $ | 5.18 | $ | 3.84 | ||||
| June 30, 2017 | $ | 5.10 | $ | 3.50 | ||||
| March 31, 2017 | $ | 4.70 | $ | 2.48 | ||||
| December 31, 2016 | $ | 3.08 | $ | 2.06 | ||||
| September 30, 2016 | $ | 3.87 | $ | 2.27 | ||||
| June 30, 2016 | $ | 2.78 | $ | 2.09 | ||||
| March 31, 2016 | $ | 3.25 | $ | 1.90 | ||||
The source of these high and low prices was the OTCQB Marketplace for all periods prior to September 24, 2014, and thereafteris the Nasdaq Capital Market. The high and low prices listed have been rounded up to the next highest two decimal places. All sales prices are adjusted to reflect our September 15, 2014 one-for-fifteen reverse stock split.
Record Holders
As of January 29, 2016,March 6, 2018, there were approximately 4645 holders of record of our Common Stock.
Dividends
We have not paid or declared any cash or other dividends on our Common Stock within the last two fiscal years. Any future determination as to the payment of dividends will depend upon our results of operations, and on our capital requirements, financial condition and other factors relevant at the time.
Equity Compensation Plans
Information regarding our equity compensation plans and the securities authorized under the plans is included in Item 12 below.
Recent Sales of Unregistered Securities
On January 16, 2013, we issued 4,800 and 9,600 shares of Common Stock to Dani Offen and Eldad Melamed, respectively, for consulting services. The issuance of these securities was effected without registration in reliance on Section 4(2) of the Securities Act as a sale by the Company not involving a public offering. No underwriters were involved with the issuance of such securities.
On February 4, 2013, we issued 8,407 shares of Common Stock to Aaron Lasry in accordance with a settlement agreement with Mr. Lasry. The issuance of these securities was effected without registration in reliance on Section 4(2) of the Securities Act as a sale by the Company not involving a public offering. No underwriters were involved with the issuance of such securities.
On February 7, 2013, we issued 55,555 shares of Common Stock at a purchase price of $4.50 per share (for a total purchase price of $250,000) and a 32-month warrant to purchase up to 55,556 shares of our Common Stock with an exercise price equal to $7.50 per share to E.E.B Investments and Holdings (2009) Ltd. and pursuant to a Securities Purchase Agreement with E.E.B Investments and Holdings (2009) Ltd. dated February 7, 2013. These securities were issued without registration pursuant to the exemption afforded by Regulation S promulgated under the Securities Act. No underwriters were involved with the issuance of these securities and no commissions were paid in connection with this transaction.
In March 2013, we issued 16,666 shares of Common Stock to Emerging Markets Consulting, LLC for consulting, marketing and public relations services pursuant to our March 2013 Agreement with Emerging Markets Consulting, LLC. The issuance of these securities was effected without registration in reliance on Section 4(2) of the Securities Act as a sale by the Company not involving a public offering. No underwriters were involved with the issuance of such securities.
In March 2013, we issued 10,000 shares of Common Stock to LifeSci Advisors, LLC for consulting, marketing and public relations services pursuant to our March 2013 Agreement with LifeSci Advisors, LLC. The issuance of these securities was effected without registration in reliance on Section 4(2) of the Securities Act as a sale by the Company not involving a public offering. No underwriters were involved with the issuance of such securities.
On April 13, 2013, pursuant to the April 2010 agreement with Hadasit, we issued a warrant to purchase up to 2,222 shares of our Common Stock at an exercise price of $0.00075 per share, exercisable for a period of 10 years, to Hadasit Medical Research Services and Development Ltd. The issuance of these securities was effected without registration in reliance upon Regulation D promulgated under the Securities Act. No underwriters were involved with the issuance of such securities and no commissions were paid in connection with such transaction. On October 22, 2014, Hadasit paid the exercise amount and exercised the warrants.
On March 24, 2014, the Company issued 12,000 and 24,000 shares of Common Stock to Dani Offen and Eldad Melamed, respectively, for consulting services. The issuance of these securities was effected without registration in reliance on Section 4(2) of the Securities Act as a sale by the Company not involving a public offering. No underwriters were involved with the issuance of such securities.
On April 13, 2014, pursuant to the April 2010 agreement with Hadasit, the Company issued a warrant to purchase up to 2,222 shares of its Common Stock at an exercise price of $0.00075 per share, exercisable for a period of 10 years, to Hadasit Medical Research Services and Development Ltd. The issuance of these securities was effected without registration in reliance upon Regulation D promulgated under the Securities Act. No underwriters were involved with the issuance of such securities and no commissions were paid in connection with such transaction. As a result of the April 25, 2014 termination of the Hadasit Agreement, any outstanding and unvested grants made pursuant to the Agreement ceased to vest, and the grant shall be valid until and may be exercised only on or before October 25, 2014.
On April 25, 2014 (the “Effective Date”), the Company entered into agreements with certain holders of 2013 Warrants to exchange outstanding 2013 Warrants entitling the holder to purchase an aggregate of 777,470 shares of Common Stock for an aggregate of 388,735 unregistered shares of Common Stock. On the Effective Date, each share of Common Stock issuable pursuant to the 2013 Warrants (the “Warrant Shares”) was exchanged for shares of unregistered Common Stock equal to one-half (0.5) of the number of Warrant Shares (the “Exchange Shares”), provided that in the event the number of Exchange Shares resulted in a fractional number it was rounded up to the nearest whole share. As of the Effective Date, the 2013 Warrants were cancelled and of no further force and effect. The offer and sale of the Exchange Shares were made in reliance upon the exemption from registration provided for by Rule 506 of Regulation D promulgated under the Securities Act. No form of general solicitation or general advertising was used by the Company, or any representative of the Company, in connection with the offer or sale of the Exchange Shares. No underwriters were involved with the issuance of the Exchange Shares and no commissions were paid in connection with the exchange. Each of the investors represented to the Company that they are an accredited investor.
On June 19, 2014, we issued 2.8 million shares of Common Stock at a price per share of $3.75 and warrants to purchase up to 2.8 million shares of Common Stock at an exercise price of $5.22 per share to a group of investors, including several healthcare-focused funds, pursuant to the Securities Purchase Agreement dated June 13, 2014 between the Company and the investors. The Company received gross proceeds of $10.5 million. The warrants were exercisable immediately upon closing of the private placement and have a term of three (3) years. Maxim Group LLC acted as sole placement agent (the “Placement Agent”) for the private placement. In connection with the private placement, the Company paid the Placement Agent a cash fee equal to 6.9% of the gross proceeds of the private placement, as well as fees and expenses of the Placement Agent of $35,000. In addition, the Company issued to the Placement Agent a 5-year warrant to purchase up to 84,000 shares of Common Stock, with an exercise price equal to $4.50. The issuance of the shares, the warrants and the Placement Agent warrant was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Company made this determination based on the representations that each party is an “accredited investor” within the meaning of Rule 501 of Regulation D and has access to information about the Company and its investment.
In June and in July 2014, the Company issued to several investors 150,651 shares of Common Stock pursuant to the exercise of warrants issued in the July 19, 2012 fund raising. The issuance of these securities was effected without registration in reliance upon Regulation D promulgated under the Securities Act. No underwriters were involved with the issuance of such securities and no commissions were paid in connection with such transaction.
On July 9, 2014, the Company issued to Avi Szenberg 6,666 shares of Common Stock pursuant to an agreement with Mr. Szenberg for marketing services provided to the Company. The issuance of these securities was effected without registration in reliance upon Regulation D promulgated under the Securities Act. No underwriters were involved with the issuance of such securities and no commissions were paid in connection with such transaction.
On July 28, 2014, the Company issued to Thomas B. Rosedale 10,752 shares of Common Stock pursuant to an agreement with BRL Law Firm LLC for legal services provided to the Company. The issuance of these securities was effected without registration in reliance upon Regulation D promulgated under the Securities Act. No underwriters were involved with the issuance of such securities and no commissions were paid in connection with such transaction.
On September 3, 2014, the Company issued to Rainbow Biotechnologies Sarl 7,144 shares of Common Stock pursuant to an exercise of warrants issued under the August 2005 Consulting Agreement with Rainbow Biotechnologies Sarl, for an aggregate exercise price of $16,000. The issuance of these securities was effected without registration in reliance on Section 4(2) of the Securities Act as a sale by the Company not involving a public offering. No underwriters were involved with the issuance of such securities.
On October 22, 2014, the Company issued to Hadasit Medical Research Services and Development Ltd., 8,889 shares of Common Stock pursuant to the exercise of warrants issued under the April 2010 Agreement with Hadasit Medical Research Services and Development Ltd. The issuance of these securities was effected without registration in reliance upon Regulation D promulgated under the Securities Act. No underwriters were involved with the issuance of such securities and no commissions were paid in connection with such transaction.
On January 8, 2015, pursuant to a Warrant Exercise Agreement (the “Exercise Agreement”), holders of warrants to purchase an aggregate of approximately 2.5 million shares of the Company’s Common Stock, at an exercise price of $5.22 per share (the “2014 Warrants”), issued in a private placement to accredited investors that was consummated on June 13, 2014, agreed to exercise their 2014 Warrants in full and the Company agreed to issue new warrants to the holders to purchase up to an aggregate of approximately 3.8 million unregistered shares of Common Stock at an exercise price of $6.50 (the “New Warrants”). The Company received an aggregate of approximately $13 million in proceeds from the exercises of the 2014 Warrants (the “Exercise Proceeds”). Maxim Group LLC (“Maxim”) acted as solicitation agent for the Exercise Agreement. In connection with the Exercise Agreement, the Company agreed to pay Maxim a cash fee equal to 6.0% of the Exercise Proceeds, as well as fees and expenses of Maxim of $20,000. In addition, the Company issued Maxim a warrant to purchase up to approximately 38,000 shares of Common Stock (equal to 1.5% of the exercised 2014 Warrants) upon substantially the same terms as the New Warrants (the “Maxim Warrant”). The Company filed a registration statement covering the resale of the additional shares of Common Stock underlying the New Warrants and the Maxim Warrant (together the “Warrants”) on January 26, 2015. The Warrants have not been registered under the Securities Act, or state securities laws. The issuance of the Warrants is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Company made this determination based on the representations that each party is an “accredited investor” within the meaning of Rule 501 of Regulation D.
| 32 |
On November 19, 2015, the Company issued to Hadasit Medical Research Services and Development Ltd., 100,000 shares of Common Stock pursuant to the exercise of warrants issued under the February 17, 2010 Clinical Trial Agreement, as amended May 30, 2011, with Hadasit Medical Research Services and Development Ltd. The issuance of these securities was effected without registration in reliance upon Regulation D promulgated under the Securities Act. No underwriters were involved with the issuance of such securities and no commissions were paid in connection with such transaction.
| Item 6. | SELECTED FINANCIAL DATA |
Not required.
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Company Overview
We areBrainstorm is a biotechnology company developingfocused on development and commercialization of novel adult stem cell therapies fordesigned to address the significant unmet medical needs of patients with debilitating neurodegenerative disordersdisorders. Utilizing our proprietary mesenchymal platform technology, NurOwn®, Brainstorm is advancing therapies to treat a broad range of neurodegenerative diseases, such as ALS, MS,Amyotrophic Lateral Sclerosis (“ALS”), also known as Lou Gehrig’s disease), Multiple Sclerosis (“MS”), and PD among others. These diseases for the most partParkinson’s disease (“PD”), which currently have limited or no or limited treatment options and as such represent unmet medical needs. We believe that NurOwn®, our proprietary process for the propagation of MSC and their differentiation into neurotrophic factor-secreting cells, and their transplantation at, or near, the site of damage, offers the hope of more effectively treating neurodegenerative diseases. Our core technology was developed in collaboration with Prof. Daniel Offen of the Felsenstein Medical Research Center of Tel Aviv University and the late Prof. Eldad Melamed, who passed away in October 2015, and was former head of Neurology of the Rabin Medical Center and former member of the Scientific Committee of the Michael J. Fox Foundation for Parkinson's Research. Our wholly-owned Israeli Subsidiary holds rights to commercialize the technology, through a licensing agreement with Ramot. We currently employ 17 employees in Israel and 3 in the United States.options.
Results of Operations
For the period from inception (September 22, 2000) until December 31, 2015,2017, the Company did not generate any revenues from operations. The Company does not expect to earn revenues from operations until at least 2020, if ever. In addition, the Company incurred operating costs and expenses of approximately $8,536,000$4,999,000 during the year ended December 31, 2015.2017.
Research and Development, net
Our business model calls for significant investments in research and development. Our research and development expenditures, net in the year ended December 31, 20152017 were $4,949,000, an increase$977,000, a decrease of $177,000$1,273,000 compared to $4,772,000$2,250,000 for the year ended December 31, 2014.2016. Included in these amounts were OCS research and development grants that are recorded as an offset to expenses as well as stock based compensation expenses.CIRM grant. OCS grants included as an offset were $1,386,000$1,393,000 in 20152017 and $1,344,000$1,185,000 in 20142016 while stock based compensation expensesCIRM grant included in research and development expenses were $130,000$4,425,000 in 2015 and $176,000 in 2014.2017 only. Excluding OCS grantsgrant and stock based compensation expenses,CIRM grants, research and development expenses increased by $266,000$3,360,000 from $6,047,000$3,435,000 in 20142016 to $6,313,000$6,795,000 in 2015.2017.
This increase is primarily due to an increase of $492,000$1,976,000 to $4,343,000$2,969,000 for the year ended December 31, 2015,2017, from $3,851,000$993,000 for the year ended December 31, 20142016 for costs of activities related to the U.S. Clinical Trial, primarily due to higher payments toexpenses in connection with the Mayo ClinicPhase 3 Clinical Trial. In addition, there was an increase of $817,000 in payroll and higher fees to our PRC Clinical (our US CRO) offset by a reductionstock-based compensation expenses, (ii) an increase of $147,000$378,000 in the costs of activities related to the Israeli clinical trials and costs of materials as well as net reductionand (iii) an increase of $21,000 of$283,000 in travel, rent and various other expenses. This increase was partially offset by a decrease of $94,000 in the costs of patents and other.
General and Administrative
General and administrative expenses for the years ended December 31, 20152017 and 20142016 were $3,587,000$4,022,000 and $2,649,000,$2,833,000, respectively. The increase of $938,000$1,189,000 in general and administrative expenses is mainly due to: (i) an increase of $527,000$235,000 in payroll expenses primarily due to the hiring of a new CEO in June 2014 and his replacement in September 2015, as well as a hiring of a new CFO in August 2015,stock-based compensation expenses; (ii) an increase of $371,000$309,000 in the cost of our investor relations and public relations activities and rent,consultants, and (iii) an increase of $263,000$645,000 in the cost of our Delaware Franchise taxtravel, rent and (iv) an increase of $10,000 of various other expenses offset by a decrease of $233,000 in stock based compensation expenses.
Financial Expenses
The financial income of $48,000$47,000 for the year ended December 31, 20152017 is mainly due to interest earned on our cash, cash equivalents and short termshort-term deposits.
Financial expensesincome for the year ended December 31, 2014 were $1,825,000. The financial expenses for the year ended December 31, 2014 included a charge $1,743,000 due to revaluation of warrants issued to investors in the August 2013 public offering ("2013 Warrants") which included certain anti-dilution provisions. Under generally accepted accounting principles, the anti-dilution provisions require those 2013 Warrants to be valued and classified as a warrant liability on the balance sheet, resulting in a reduction of stockholders’ equity. On January 6, 2015, the remaining 2013 Warrants, that did not participate in the redemption and that did not provide a waiver of their anti-dilution rights, exercised their warrants. Therefore, the liability related to the 2013 Warrants has been cancelled.2016 was $101,000.
Net Loss
Net loss for the year ended December 31, 20152017 was $8,488,000,$4,952,000, as compared to a net loss of $9,246,000$4,982,000 for the year ended December 31, 2014.2016. Net loss per share for the year ended December 31, 2015 was $0.46, compared to net loss per share of $0.68 for the year ended2017 and December 31, 2014.2016 was $0.26 and $0.27, respectively.
| 33 |
The decrease in the net loss for the year ended December 31, 2015 compared to the year ended December 31, 2014 is due to an increase in our research and development expenses and general and administrative expenses offset by a decrease in our financial expenses as explained above.
The weighted average number of shares of Common Stock used in computing basic and diluted net loss per share for the year ended December 31, 20152017 was 18,405,610,18,777,348 compared to 13,662,75818,663,162 for the year ended December 31, 2014.2016.
The increase in the weighted average number of shares of Common Stock used in computing basic loss per share for the year ended December 31, 20152017 was due to: (i) the issuance of shares of Common Stock in a private placement in June 2014to service providers and pursuant to a Warrant Exercise Agreement in January 2015, as described in more detail below,directors and (ii) the exercise of options and warrants, and (iii) the issuance of shares to service providers.warrants.
Going Concern
To date the Company has not generated any revenues from its activities and has incurred substantial operating losses. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital. 2015 net cash inflows from issuances of Common Stock through the exercise of equity warrants as well as from issuances of new equity warrants amounted to approximately $14.8 million, net. Management believes that the Company’s current resources are sufficient to fund its operations for the next 12 months, however there can be no assurance that additional funds necessary for the Company's long termlong-term operations will be available on terms acceptable to the Company, or that the Company will not incur additional unforeseen costs or expenses. Such conditions raise substantial doubts about the Company's long term ability to continue as a going concern. The Company’s financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.
Liquidity and Capital Resources
The Company has financed its operations since inception primarily through public and private sales of its Common Stock and warrants and the issuance of convertible promissory notes. At December 31, 2015,2017, the Company had net working capital of $13,836,000$4,080,000 including cash, cash equivalents and short termshort-term bank deposits amounting to $15,955,000.$7,756,000.
Net cash used in operating activities for the year ended December 31, 20152017 was $7,408,000.$2,364,000. Cash used for operating activities was primarily attributed to cost of clinical trials, rent of clean rooms and materials for clinical trials, payroll costs, rent, outside legal fee expenses and public relations expenses.
Net cash used inprovided by investing activities for the year ended December 31, 20152017 was $11,283,000$3,986,000 representing primarily a net increasedecrease in short-term deposits.
Net cash provided by financing activities for the year ended December 31, 20152017 was $14,868,000, including net proceeds of $12,409,000 from the January 8, 2015 agreement described below as well as $2,459,000$314,000 from the exercises of other warrants and options during the year.
On June 13, 2014, we entered into a securities purchase agreement with a group of investors, including several healthcare-focused funds (the “Investors”) to effect a private placement (the “2014 Private Placement”) of the Company’s Common Stock and warrants to purchase Common Stock. On June 19, 2014, upon the closing of the 2014 Private Placement, we received gross proceeds of $10.5 million, resulting from the issuance and sale of 2.8 million shares of Common Stock at a price per share of $3.75, a 15% discount to the 30 day volume-weighted average price of $4.41. The Investors also received warrants to purchase up to 2.8 million shares of Common Stock at an exercise price of $5.22 per share (the “2014 Warrants”). The 2014 Warrants were exercisable immediately upon closing of the 2014 Private Placement and have a term of three (3) years.
On January 8, 2015, the Company signed an agreement according to which the Company issued 2.5 million shares of Common Stock, pursuant to the exercise of the 2014 Warrants for consideration of $13.3 million dollars. In addition, the Company granted new warrants to the warrant holders to purchase up to an aggregate of approximately 3.8 million unregistered shares of Common Stock at an exercise price of $6.50.
Maxim Group LLC (“Maxim”) acted as solicitation agent for the exercise of the 2014 Warrants on January 8, 2015, for a cash fee equal to 6.0% of the exercise proceeds, as well as fees and expenses of Maxim of $20,000. In addition, the Company issued Maxim a warrant to purchase up to approximately 38,000 shares of Common Stock (equal to 1.5% of the exercised 2014 Warrants) upon substantially the same terms as the new warrants.
On June 4, 2015, we filed a shelf registration statement, effective June 10, 2015, relating to Common Stock, warrants and units that we may sell from time to time in one or more offerings, up to a total dollar amount of $100,000,000. We have not filed any supplemental prospectus defining particular terms of securities to be offered under the shelf registration statement.
| 34 |
Our material cash needs for the next 12 months will include (i) costs of the Phase 3 clinical trial in the U.S. (ii) employee salaries, , (iii) costs expected for the upcoming multi-dose clinical trial in Israel, (iv) payments to Hadassah for rent and operation of the GMP facilities, and (v)(iv) fees to our consultants and legal advisors, patents, and fees for facilities to be used in our research and development.
Future operations are expected to be highly capital intensive and will require substantial capital raisings. We expect our current cash position will allow us to meet our obligations in the upcoming 12 months.
Over the longer term if we are not able to raise substantial additional capital, we may not be able to continue to function as a going concern and may have to cease operations or the Company will reduce its costs, including curtailing its current plan to pursue larger clinical trials in ALS and move new indications into clinical testing. We will be required to raise a substantial amount of capital in the future in order to reach profitability and to complete the commercialization of our products. Our ability to fund these future capital requirements will depend on many factors, including the following:
| • | our ability to obtain funding from third parties, including any future collaborative partners; | |
| • | the scope, rate of progress and cost of our clinical trials and other research and development programs; | |
| • | the time and costs required to gain regulatory approvals; | |
| • | the terms and timing of any collaborative, licensing and other arrangements that we may establish; | |
| • | the costs of filing, prosecuting, defending and enforcing patents, patent applications, patent claims, trademarks and other intellectual property rights; | |
| • | the effect of competition and market developments; and | |
| • | future pre-clinical and clinical trial results. |
Critical Accounting Policies
Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements appearing in this Annual Report. We believe that the accounting policies below are critical for one to fully understand and evaluate our financial condition and results of operations.
The discussion and analysis of our financial condition and results of operations is based on our financial statements, which we prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
Financial statements in U.S. dollars:
The functional currency of the Company is the U.S dollar ("dollar") since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Part of the transactions of the Company are recorded in new Israeli shekels ("NIS"); however, a substantial portion of the Company’s costs are incurred in dollars or linked to the dollar. Accordingly, management has designated the dollar as the currency of the Company’s primary economic environment and thus it is their functional and reporting currency.
Transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with the provisions of ASC 830-10 (formerly Statement of Financial Accounting Standard 52), "Foreign Currency Translation". All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate.
Fair value of financial instruments:
The carrying values of cash and cash equivalents, accounts receivable and prepaid expenses, trade payables and other accounts payable approximate their fair value due to the short-term maturity of these instruments.
| 35 |
The Company utilizes the Black Scholes Merton formula to measure the fair value of the warrants issued. The assumptions included in the Black-Scholes model were: (i) the market price of the Company's shares; (ii) the exercise price of the warrant; (iii) risk-free interest; (iv) term available to exercise or redeem the security and (v) the volatility of the shares during the relevant term. The Company determines the volatility of its shares using daily historical quotes of the shares. The risk free interest rate is determined as the interest rate on governmental bonds with maturity commensurate with the term of the warrant.
Accounting for stock-based compensation:
In accordance with ASC 718-10 (formerly Statement of Financial Accounting Standards 123 (Revised 2004)) the Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's consolidated statement of operations.payment.
The Company recognizes compensation expense for the value of non-employee awards, which have graded vesting, based on the straight-line method over the requisite service period of each award.
The Company recognizes compensation expense for the value of employee awards that have graded vesting, based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures.awards.
The Company estimates the fair value of restricted shares based on the market price of the shares at the grant date and estimates the fair value of stock options granted using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility was calculated based upon actual historical stock price movements over the period, equal to the expected option term. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term.
Research and development expenses, net:
Research and development expenses, are charged to the statement of operations as incurred.
Royalty-bearing grants from the Government of Israel and California Institute of Regenerative Medicine (CIRM) for funding approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from research and development expenses. Such grants are included as a deduction of research and development costs since at the time received it is not probable the Company will generate sales from these projects and pay the royalties resulting from such sales.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
| Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
Not required.
| 36 |
| Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 20152017
U.S. DOLLARS IN THOUSANDS
(Except share data and exercise prices)
| 37 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 20152017
U.S. DOLLARS IN THOUSANDS
(Except share data and exercise prices)
INDEX
| 38 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
BRAINSTORM CELL THERAPEUTICS Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of BRAINSTORM CELL THERAPEUTICSBrainstorm Cell Therapeutics Inc. and its subsidiaries (the “Company”"Company") as of December 31, 20152017 and 2014,2016 and the related consolidated statement of income,statements comprehensive loss, stockholders' deficiency,equity and cash flows for each of the two years in the period ended December 31, 2015. 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's lack of revenues and substantial operating losses raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of' these uncertainties.
Basis for Opinion
These financial statements are the responsibility of the Company's Board of Directors and management. Our responsibility is to express an opinion on the Company's financial statements based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included considerationAs part of our audit, we are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An
Our audit also includesincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.
In our opinion, based on our audits, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2015 and 2014, and the results of its operations and cash flows for each of the two years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is engaged in the development of stem cell therapeutic products, and to-date has not generated revenues from such activities. The resulting operating losses raise substantial doubts about its ability to continue as a going concern. Management's plans concerning these matters are described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of' these uncertainties.
/s/ Brightman Almagor Zohar & Co.
Brightman Almagor Zohar & Co.
Certified Public Accountants
A Member of Deloitte Touche Tohmatsu Limited
| /s/ Brightman Almagor Zohar & Co. | |
| Certified Public Accountants | |
| Member of Deloitte Touche Tohmatsu Limited |
Tel Aviv, Israel
March 9, 20168, 2018
| 39 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
(Except share data)
December 31, | December 31, | |||||||||||||||
| 2 0 1 5 | 2 0 1 4 | 2017 | 2016 | |||||||||||||
| U.S. $ in thousands | U.S. $ in thousands | |||||||||||||||
| ASSETS | ||||||||||||||||
| Current Assets: | ||||||||||||||||
| Cash and cash equivalents | $ | 428 | $ | 4,251 | $ | 2,483 | $ | 547 | ||||||||
| Short-term deposit | 15,527 | 4,290 | ||||||||||||||
| Short-term deposit (Note 8) | 5,273 | 9,443 | ||||||||||||||
| Account receivable (Note 4) | 759 | 1,005 | 672 | 306 | ||||||||||||
| Prepaid expenses and other current assets | 74 | 32 | 1,195 | 148 | ||||||||||||
| Total current assets | 16,788 | 9,578 | 9,623 | 10,444 | ||||||||||||
| Long-Term Assets: | ||||||||||||||||
| Prepaid expenses and other long-term assets | 21 | 20 | ||||||||||||||
| Property and Equipment, Net(Note 5) | 271 | 313 | ||||||||||||||
| Prepaid expenses and other long-term assets (Note 5) | 1,408 | 25 | ||||||||||||||
| Property and Equipment, Net (Note 6) | 392 | 297 | ||||||||||||||
| Total Long-Term Assets | 292 | 333 | 1,800 | 322 | ||||||||||||
| Total assets | $ | 17,080 | $ | 9,911 | $ | 11,423 | $ | 10,766 | ||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||||
| Current Liabilities: | ||||||||||||||||
| Accounts payables | $ | 1,169 | $ | 1,542 | $ | 1,424 | $ | 345 | ||||||||
| Accrued expenses | 1,500 | 1,347 | 817 | 152 | ||||||||||||
| Deferred grant income (Note 9) | 2,625 | - | ||||||||||||||
| Other accounts payable | 283 | 224 | 677 | 367 | ||||||||||||
| Total current liabilities | 2,952 | 3,113 | 5,543 | 864 | ||||||||||||
| Long-Term Liabilities: | ||||||||||||||||
| Warrants issued to investors (Note 7(b)(1)(f)) | - | 123 | ||||||||||||||
| Total long-term liabilities | - | 123 | ||||||||||||||
| Total liabilities | $ | 2,952 | $ | 3,236 | $ | 5,543 | $ | 864 | ||||||||
| Stockholders' Equity: | ||||||||||||||||
| Stock capital: (Note 7) | 11 | 11 | ||||||||||||||
| Common stock of $0.00005 par value - Authorized: 100,000,000 and 800,000,000 shares at December 31, 2015 and December 31, 2014 respectively; Issued and outstanding: 18,643,288 and 15,281,497 shares at December 31, 2015 and December 31, 2014 respectively. | ||||||||||||||||
| Stock capital: (Note 10) | 11 | 11 | ||||||||||||||
Common Stock of $0.00005 par value - Authorized: 100,000,000 shares at December 31, 2017 and December 31, 2016 respectively; Issued and outstanding: 18,976,169 and 18,687,987 shares at December 31, 2017 and December 31, 2016 respectively. | ||||||||||||||||
| Additional paid-in-capital | 84,258 | 68,317 | 85,944 | 85,014 | ||||||||||||
| Accumulated deficit | (70,141 | ) | (61,653 | ) | (80,075 | ) | (75,123 | ) | ||||||||
| Total stockholders' equity | 14,128 | 6,675 | 5,880 | 9,902 | ||||||||||||
| Total liabilities and stockholders' equity | $ | 17,080 | $ | 9,911 | $ | 11,423 | $ | 10,766 | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
44
| 40 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONSCOMPREHENSIVE LOSS
U.S. dollars in thousands
(Except share data)
| Year ended | ||||||||
| December 31, | ||||||||
| 2015 | 2014 | |||||||
| U.S. $ in thousands | ||||||||
| Operating expenses: | ||||||||
| Research and development, net (Note 8) | $ | 4,949 | $ | 4,772 | ||||
| General and administrative | 3,587 | 2,649 | ||||||
| Operating loss | (8,536 | ) | (7,421 | ) | ||||
| Financial expenses (income), net | (48 | ) | 1,825 | |||||
| Taxes on income (Note 9) | - | - | ||||||
| Net loss | $ | (8,488 | ) | $ | (9,246 | ) | ||
| Basic and diluted net loss per share from continuing operations | $ | (0.46 | ) | $ | (0.68 | ) | ||
| Weighted average number of shares outstanding used in computing basic and diluted net loss per share | 18,405,610 | 13,662,758 | ||||||
| Year ended | ||||||||
| December 31, | ||||||||
| 2017 | 2016 | |||||||
| U.S. $ in thousands | ||||||||
| Operating expenses: | ||||||||
| Research and development, net (Note 11) | $ | 977 | $ | 2,250 | ||||
| General and administrative | 4,022 | 2,833 | ||||||
| Operating loss | (4,999 | ) | (5,083 | ) | ||||
| Financial expenses (income), net | (47 | ) | (101 | ) | ||||
| Taxes on income (Note 12) | - | - | ||||||
| Net loss | $ | (4,952 | ) | $ | (4,982 | ) | ||
| Basic and diluted net loss per share from continuing operations | $ | (0.26 | ) | $ | (0.27 | ) | ||
| Weighted average number of shares outstanding used in computing basic and diluted net loss per share | 18,777,348 | 18,663,162 | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
45
| 41 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
U.S. dollars in thousands
(Except share data and exercise prices)
| Additional | Total | |||||||||||||||||||
| Common stock | paid-in | Accumulated | stockholders' | |||||||||||||||||
| Number | Amount | capital | deficit | equity | ||||||||||||||||
| Balance as of January 1, 2014 | 11,750,881 | $ | 8 | $ | 55,138 | $ | (52,407 | ) | $ | 2,739 | ||||||||||
| Stock-based compensation related to warrants and stock granted to service providers | 53,419 | - | 198 | - | 198 | |||||||||||||||
| Stock-based compensation related to stock and options granted to directors and employees | 50,667 | - | 1,024 | - | 1,024 | |||||||||||||||
| Issuance of shares for private placement | 2,800,000 | 3 | 9,551 | - | 9,554 | |||||||||||||||
| Stock issued for warrants exchange | 388,735 | (* | ) | 1,633 | - | 1,633 | ||||||||||||||
| Warrants liability classified as equity | - | - | 42 | - | 42 | |||||||||||||||
| Exercise of warrants | 180,018 | (* | ) | 701 | - | 701 | ||||||||||||||
| Exercise of options | 57,777 | (* | ) | 30 | 30 | |||||||||||||||
| Net loss | - | - | - | (9,246 | ) | (9,246 | ) | |||||||||||||
| Balance as of December 31, 2014 | 15,281,497 | $ | 11 | $ | 68,317 | $ | (61,653 | ) | $ | 6,675 | ||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | paid-in | Accumulated | stockholders' | |||||||||||||||||
| Number | Amount | capital | deficit | equity | ||||||||||||||||
| Balance as of January 1, 2016 | 18,643,288 | $ | 11 | $ | 84,258 | $ | (70,141 | ) | $ | 14,128 | ||||||||||
| Stock-based compensation related to warrants and stock granted to service providers | 36,033 | (*) | 121 | - | 121 | |||||||||||||||
| Stock-based compensation related to stock and options granted to directors and employees | 8,666 | - | 635 | - | 635 | |||||||||||||||
| Net loss | - | - | - | (4,982 | ) | (4,982 | ) | |||||||||||||
| Balance as of December 31, 2016 | 18,687,987 | $ | 11 | $ | 85,014 | $ | (75,123 | ) | $ | 9,902 | ||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
46
| 42 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
U.S. dollars in thousands
(Except share data)
| Additional | Total | |||||||||||||||||||
| Common stock | paid-in | Accumulated | stockholders' | |||||||||||||||||
| Number | Amount | capital | deficit | equity | ||||||||||||||||
| Balance as of January 1, 2015 | 15,281,497 | $ | 11 | $ | 68,317 | $ | (61,653 | ) | $ | 6,675 | ||||||||||
| Stock-based compensation related to warrants and stock granted to service providers | 27,411 | - | 108 | - | 108 | |||||||||||||||
| Stock-based compensation related to stock and options granted to directors and employees | 77,332 | - | 835 | - | 835 | |||||||||||||||
| Exercise and reissuance of warrants | 2,546,667 | (* | ) | 12,409 | - | 12,409 | ||||||||||||||
| Exercise of liability classified warrants | 29,000 | (* | ) | 145 | - | 145 | ||||||||||||||
| Exercise of equity classified warrants | 536,382 | (* | ) | 2,333 | - | 2,333 | ||||||||||||||
| Exercise of options | 44,999 | (* | ) | 109 | - | 109 | ||||||||||||||
| Exercise of warrants by Hadasit (Note 7.B.3.(B)) | 100,000 | (* | ) | 2 | - | 2 | ||||||||||||||
| Net loss | - | - | - | (8,488 | ) | (8,488 | ) | |||||||||||||
| Balance as of December 31, 2015 | 18,643,288 | $ | 11 | $ | 84,258 | $ | (70,141 | ) | $ | 14,128 | ||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | paid-in | Accumulated | stockholders' | |||||||||||||||||
| Number | Amount | capital | deficit | equity | ||||||||||||||||
| Balance as of January 1, 2017 | 18,687,987 | $ | 11 | $ | 85,014 | $ | (75,123 | ) | $ | 9,902 | ||||||||||
| Stock-based compensation related to warrants and stock granted to service providers | 4,327 | (*) | 62 | - | 62 | |||||||||||||||
| Stock-based compensation related to stock and options granted to directors and employees | 107,301 | (*) | 554 | - | 554 | |||||||||||||||
| Exercise of options | 129,887 | (*) | 209 | 209 | ||||||||||||||||
| Exercise of warrants | 46,667 | (*) | 105 | 105 | ||||||||||||||||
| Net loss | - | - | - | (4,952 | ) | (4,952 | ) | |||||||||||||
| Balance as of December 31, 2017 | 18,976,169 | $ | 11 | $ | 85,944 | $ | (80,075 | ) | $ | 5,880 | ||||||||||
* Represents an amount less than $1.
The accompanying notes are an integral part of the consolidated financial statements.
47
| 43 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| Year ended | Year ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
| U.S. $ in thousands | U.S. $ in thousands | |||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net loss | $ | (8,488 | ) | $ | (9,246 | ) | $ | (4,952 | ) | $ | (4,982 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||
| Depreciation and amortization of deferred charges | 87 | 106 | ||||||||||||||
| Expenses related to shares and options granted to service providers | 108 | 198 | ||||||||||||||
| Amortization of deferred Stock-based compensation related to options granted to employees and directors | 835 | 1,024 | ||||||||||||||
| Depreciation | 85 | 77 | ||||||||||||||
| Shares and options granted to service providers | 62 | 121 | ||||||||||||||
| Deferred Stock-based compensation related to options granted to employees and directors | 554 | 635 | ||||||||||||||
| Decrease (increase) in accounts receivable and prepaid expenses | 204 | (93 | ) | (2,792 | ) | 379 | ||||||||||
| Increase (decrease) in trade payables | (373 | ) | 1,314 | 1,079 | (824 | ) | ||||||||||
| Increase in other accounts payable and accrued expenses | 212 | 467 | ||||||||||||||
| Revaluation of warrants | 7 | 1,743 | ||||||||||||||
| Deferred grant income | 2,625 | - | ||||||||||||||
| Increase (decrease) in other accounts payable and accrued expenses | 975 | (1,264 | ) | |||||||||||||
| Total net cash used in operating activities | $ | (7,408 | ) | $ | (4,487 | ) | $ | (2,364 | ) | $ | (5,858 | ) | ||||
The accompanying notes are an integral part of the consolidated financial statements.
| 44 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| Year ended | ||||||||||||||||
| December 31, | Year ended | |||||||||||||||
| 2015 | 2014 | December 31, | ||||||||||||||
| U.S. $ in thousands | 2017 | 2016 | ||||||||||||||
| U.S. $ in thousands | ||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||
| Purchase of property and equipment | (45 | ) | (161 | ) | (180 | ) | (103 | ) | ||||||||
| Changes in short-term deposit | (11,237 | ) | (4,290 | ) | 4,170 | 6,084 | ||||||||||
| Investment in lease deposit | (1 | ) | 1 | (4 | ) | (4 | ) | |||||||||
| Total net cash used in investing activities | $ | (11,283 | ) | $ | (4,450 | ) | ||||||||||
| Total net cash provided by investing activities | $ | 3,986 | $ | 5,977 | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||||
| Proceeds from exercise of warrants and options | 2,459 | 731 | 314 | - | ||||||||||||
| Proceeds from issuance of Common stock, net | - | 9,554 | ||||||||||||||
| Proceeds from equity offering through issuances of equity warrants and common stock through the exercise of previously issued equity warrants | 12,409 | - | ||||||||||||||
| Redemption of warrants in cash | - | (600 | ) | |||||||||||||
| Total net cash provided by financing activities | $ | 14,868 | $ | 9,685 | $ | 314 | $ | - | ||||||||
| Increase (decrease) in cash and cash equivalents | (3,823 | ) | 748 | |||||||||||||
| Increase in cash and cash equivalents | 1,936 | 119 | ||||||||||||||
| Cash and cash equivalents at the beginning of the period | $ | 4,251 | $ | 3,503 | $ | 547 | $ | 428 | ||||||||
| Cash and cash equivalents at end of the period | $ | 428 | $ | 4,251 | $ | 2,483 | $ | 547 | ||||||||
| Non-cash financing activities: | ||||||||||||||||
| Stock issued for warrants exchange | - | 1,633 | ||||||||||||||
| Exercise of liability classified warrants | 130 | 42 | ||||||||||||||
| $ | 130 | $ | 1,675 | |||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 45 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 1 | - | GENERAL |
The Common Stock is publicly traded on the NASDAQ Capital Market under the symbol “BCLI”.
| B. | The Company, through BCT, holds rights to commercialize certain stem cell technology developed by Ramot of Tel Aviv University Ltd. ("Ramot"), (see Note 3). Using this technology, the Company has been developing novel adult stem cell therapies for debilitating neurodegenerative disorders such as Amytrophic Lateral Scelorosis (ALS, also known as Lou Gherig Disease), Multiple Sclerosis (MS) and Parkinson’s disease. The Company developed a proprietary process, called NurOwn, for the propagation of Mesenchymal Stem Cells and their differentiation into neurotrophic factor secreting cells. These cells are then transplanted at or near the site of damage, offering the hope of more effectively treating neurodegenerative diseases. |
The process is currently autologous, or self-transplanted.
| C. | NurOwn is in clinical development for the treatment of ALS. The Company has completed two single dose clinical trials of NurOwn in Israel, a phase 1/2 trial with 12 patients and a phase 2a trial with additional 12 |
| D. |
| E. | On August 26, 2015 the shareholders of the Company approved a reduction of the number of authorized shares of Common Stock of the Company from 800,000,000 to 100,000,000. |
GOING CONCERN:
To date the Company has not generated any revenues from its activities and has incurred substantial operating losses. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital. 2015 net cash inflows from issuances of common stock through the exercise of equity warrants as well as from issuances of new equity warrants amounted to approximately $14.8 million, net. Management believes that the Company’s current resources are sufficient to fund its operations for the next 12 months, however there can be no assurance that additional funds necessary for the Company's long term operations will be available on terms acceptable to the Company, or that the Company will not incur additional unforeseen costs or expenses.
Such conditions raise substantial doubts about the Company's long term ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.
50
| 46 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 2 | - | SIGNIFICANT ACCOUNTING POLICIES |
| A. | Basis of presentation: |
The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis.
| B. | Use of estimates: |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
| C. | Financial statements in U.S. dollars: |
The functional currency of the Company is the U.S dollar ("dollar") since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Part of the transactions of BCT is recorded in new Israeli shekels ("NIS"); however, a substantial portion of BCT’s costs are incurred in dollars or linked to the dollar. Accordingly, management has designated the dollar as the currency of BCT’s primary economic environment and thus it is their functional and reporting currency.
Transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with the provisions of ASC 830-10 (formerly Statement of Financial Accounting Standard 52), "Foreign Currency Translation". All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate.
| D. | Principles of consolidation: |
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, BCT and Brainstorm UK. Intercompany balances and transactions have been eliminated upon consolidation.
| E. | Cash and cash equivalents: |
Cash equivalents are short-term highly liquid investments that are readily convertible to cash with maturities of three months or less as of the date acquired.
| F. | Property and equipment: |
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets.
The annual depreciation rates are as follows:
| % | ||||
| Office furniture and equipment | 7 | |||
| Computer software and electronic equipment | 33 | |||
| Laboratory equipment | 15 | |||
| Leasehold improvements | Over the shorter of the lease term (including the option) or useful life | |||
| 47 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 2 | - | SIGNIFICANT ACCOUNTING POLICIES (Cont.): |
| G. |
The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360-10 (formerly Statement of Financial Accounting Standard 144), "Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. During 2015 and 2014, no impairment losses were identified.
| Accrued post-employment benefit |
The majority of the Company's employees in Israel have agreed to Section 14 of Israel's Severance Pay Law, 5723-1963 (“Section 14”). Pursuant to Section 14, those of the Company's employees that are covered by this section are entitled only to an amount of severance pay equal to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Company. Payments in accordance with Section 14 release the Company from any future severance liabilities in respect of those employees. Neither severance pay liability nor severance pay funds under Section 14 for such employees is recorded on the Company's balance sheet.
| Fair value of financial instruments: |
The carrying values of cash and cash equivalents, accounts receivable, and prepaid expenses,other receivables, trade payables and other accounts payable approximate their fair value due to the short-term maturity of these instruments.
| Accounting for stock-based compensation: |
In accordance with ASC 718-10 (formerly Statement of Financial Accounting Standards 123 (Revised 2004)) the Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's consolidated statement of operations.
52
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
The Company recognizes compensation expense for the value of non-employee awards, which have graded vesting, based on the straight-line method over the requisite service period of each award.
The Company recognizes compensation expense for the value of employee awards that have graded vesting, based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures.awards.
The Company estimates the fair value of restricted shares based on the market price of the shares at the grant date and estimates the fair value of stock options granted using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility was calculated based upon actual historical stock price movements over the period, equal to the expected option term. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term.
| 48 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 2 | - | SIGNIFICANT ACCOUNTING POLICIES (Cont.): |
| Basic and diluted net loss per share: |
Basic net loss per share is computed based on the weighted average number of shares outstanding during each year. Diluted net loss per share is computed based on the weighted average number of shares outstanding during each year, plus the dilutive potential of the Common Stock considered outstanding during the year, in accordance with ASC 260-10 (formerly Statement of Financial Accounting Standard 128), "Earnings per Share".
All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 20152017 and December 31, 2014,2016, since all such securities have an anti-dilutive effect.
| Research and development expenses, net: |
Research and development expenses, are charged to the statement of operations as incurred.
Royalty-bearing grants from the GovernmentIsrael Innovation Authorities (“IIA”) and a non-dilutive, non-royalty-bearing grant from the California Institute of IsraelRegenerative Medicine ("CIRM") for funding approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from research and development expenses. Such grants are included as a deduction of research and development costs since at the time received it is not probable the Company will generate sales from these projects and pay the royalties resulting from such sales.expenses
| Income taxes: |
The Company accounts for income taxes in accordance with ASC 740-10 (formerly Statement of Financial Accounting Standard 109), "Accounting for Income Taxes". This Statement requires the use of the liability method of accounting for income taxes, whereby deferred tax asset and liability account balances are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and BCT provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.
53
| 49 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 2 | - | SIGNIFICANT ACCOUNTING POLICIES (Cont.): |
On September 15, 2014, the Company completed the reverse stock split, whereby each fifteen shares of Common Stock of the Company were combined and were reclassified into one share of Common Stock of the Company, and the number of issued and outstanding shares of Common Stock of the Company was proportionally reduced, in both cases without any change to the authorized number of shares of Common Stock or in the par value of such shares.
Upon implementation of the recapitalization described above, the Company adjusted all ordinary shares, options, warrants, per share data and exercise prices included in these financial statements for all periods presented to reflect the reverse stock split.
| Recent Accounting |
In May 2014, the Financial Accounting Standards Board issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for us beginning in the first quarter of 2018;2018; early adoption is prohibited. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. As the Company has not incurred revenues to date, it is unable to determine to expected impact of the new standard on its consolidated financial statements.
In 2015,February 2016, the FASB issued an amended standard requiring all deferred taxASU 2016-02 “Leases” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities be classified as non-current on the balance sheet insteadand disclosing key information about leasing arrangements. For operating leases, the ASU requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of separating deferred taxes intothe lease payments, on its balance sheet. The ASU retains the current accounting for lessors and non-current. does not make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee.
The amendedASU is effective for the Company in the first quarter of 2019, with early adoption permitted. The Company continues to evaluate the effect of the adoption of this ASU and expects the adoption will result in an increase in the assets and liabilities on the consolidated balance sheets for operating leases (see Note 7) and will likely have an insignificant impact on the consolidated statements of earnings.
In June 2016, the FASB issued a new standard requiring measurement and recognition of expected credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. This standard is effective for us in the first quarter of 2020; early adoption is permitted beginning in the first quarter of 2017. Early adoption2019. It is permitted.required to be applied on a modified-retrospective approach with certain elements being adopted prospectively. The Company dodoes not expect that the adoption of this standard will have a significant impact on the financial position or results of operations.
In January 2016,May 2017, the FASB issued an amended standard requiring changesASU 2017-09 “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting,” which clarifies when a change to recognition and measurementterms or conditions of certain financial assets and liabilities.a share-based payment award must be accounted for as a modification. The standard primarily affects equity investments, financial liabilities undernew guidance requires modification accounting if the vesting condition, fair value option,or the award classification is not the same both before and after a change to the presentationterms and disclosure requirements for financial instruments. This standardconditions of the award. The new guidance is effective on a prospective basis beginning in the first quarter of 2018. Certain provisions allow foron January 1, 2018 and early adoption.adoption is permitted. The Company dodoes not expect that the adoption of this standard willto have a significantan impact on theits consolidated financial position or results of operations.statements.
54
| 50 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 3 | - | RESEARCH AND LICENSE AGREEMENT |
The Company hasentered into a Research and License Agreement, as amended and restated, with Ramot. The Company obtained a waiver and release from Ramot pursuant(the “License Agreement”). Pursuant to which Ramot agreed to an amended payment schedule regarding the Company's payment obligations underremuneration terms of the Research and License Agreement, and waived all claims against the Company resulting from the Company's previous defaults and non-payment under the Research and License Agreement. The waiver and release amended and restated the original payment schedule under the original agreement providing for payments during the initial research period and additional payments for any extended research period.The Company ishas agreed to pay Ramot royalties on Net Sales on aof the Licensed Product by Licensed Product and jurisdiction by jurisdiction basis as follows:
| a) | So long as the making, producing, manufacturing, using, marketing, selling, importing or exporting (collectively, the “Commercialization”) of such Licensed Product is covered by a Valid Claim or is covered by Orphan Drug Status, |
| b) | In the event the |
Capitalized terms set forth above which are not defined shall have the meanings attributed to them under the License Agreement.
| NOTE 4 | - | ACCOUNTS RECEIVABLE |
| December 31, | December 31, | |||||||||||||||
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
| Grants receivable from the CSO | $ | 607 | $ | 962 | ||||||||||||
| Grants receivable from IIA | $ | 574 | $ | 154 | ||||||||||||
| Government institutions and other | 152 | 43 | 98 | 152 | ||||||||||||
| $ | 759 | $ | 1,005 | $ | 672 | $ | 306 | |||||||||
| NOTE 5 | - | PREPAID EXPENSES |
In November 2017 the Company has contracted with City of Hope's Center for Biomedicine and Genetics ("COH") to produce clinical supplies of NurOwn® adult stem cells for the Company’s ongoing Phase 3 clinical study. As of December 31, 2017, the Company has paid COH $3,222, which includes $2,665 advance payment. The advance was recorded as prepaid expense and is amortized over the term of the agreement. As of December 31, 2017, $1,103 and $1,378 were recorded as current and long-term prepaid expense, respectively.
| NOTE 6 | - | PROPERTY AND EQUIPMENT |
| December 31, | December 31, | |||||||||||||||
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
| Cost: | ||||||||||||||||
| Office furniture and equipment | $ | 73 | $ | 73 | $ | 73 | $ | 73 | ||||||||
| Computer software and electronic equipment | 169 | 159 | 189 | 182 | ||||||||||||
| Laboratory equipment | 610 | 576 | 875 | 702 | ||||||||||||
| Leasehold improvements | 716 | 716 | 716 | 716 | ||||||||||||
| 1,568 | 1,524 | 1,853 | 1,673 | |||||||||||||
| Accumulated depreciation: | ||||||||||||||||
| Office furniture and equipment | 13 | 8 | 23 | 18 | ||||||||||||
| Computer software and electronic equipment | 149 | 132 | 176 | 166 | ||||||||||||
| Laboratory equipment | 444 | 404 | 552 | 492 | ||||||||||||
| Leasehold improvements | 691 | 667 | 710 | 700 | ||||||||||||
| 1,297 | 1,211 | 1,461 | 1,376 | |||||||||||||
| Depreciated cost | $ | 271 | $ | 313 | $ | 392 | $ | 297 | ||||||||
Depreciation expenses for the years ended December 31, 20152017 and December 31, 20142016 were $87$85 and $106,$77, respectively.
| 51 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE | - | COMMITMENTS AND CONTINGENCIES |
| A. |
| In October 2014, the Company entered into a lease agreement for |
| B. | In October 2017, BCT entered into an amended lease agreement for the lease of its facilities. The term of the lease is 45 months, with an option to terminate the agreement with 4 month pre-notice, before December 31, 2019. Rent is paid on a monthly basis in the amount of NIS 40,000 (approximately $11) per month. |
The facilities and vehicles of the Company and BCT are rented under operating leases that expire on various dates. Aggregate minimum rental commitments under non-cancelable leases as of December 31, 20152017 are as follows:
| Period ending December 31, | Facilities | Vehicles | Total | Facilities | Vehicles | Total | ||||||||||||||||||
| 2016 | $ | 103 | $ | 4 | $ | 107 | ||||||||||||||||||
| 2017 | 54 | - | 54 | |||||||||||||||||||||
| 2018 | 55 | - | 55 | $ | 196 | $ | 10 | $ | 206 | |||||||||||||||
| 2019 | 57 | - | 57 | 199 | - | 199 | ||||||||||||||||||
| 2020 | 43 | - | 43 | 43 | - | 43 | ||||||||||||||||||
| $ | 312 | $ | 4 | $ | 316 | $ | 438 | $ | 10 | $ | 448 | |||||||||||||
Total facilities rent expense for the years ended December 31, 20152017 and 20142016 were $160$198 and $150,$182, respectively.
| C. | Commitments to pay royalties to the |
BCT obtained from the Chief Scientist of the State of Israel grants for participation in research and development for the years 2007 through 2015,2016, and, in return, BCT is obligated to pay royalties amounting to 3%-3.5% of its future sales up to the amount of the grant. The grant is linked to the exchange rate of the dollar and bears interest of Libor per annum.
Through the year ended December 31, 2015,2017, total grants obtained amounted to $1,763. After the balance sheet date,$988.
| D. | In addition to the royalties which the Company is required to pay to Ramot on its Commercialization of the Licensed Product as described in Note 3 hereof, the Company has other financial obligations under the License Agreement, including without limitation, certain research funding commitments as well as a commitment to reimburse Ramot for all of its documented Licensed Product patent-related expenses. Pursuant to the License Agreement, in the event the Company elects not to reimburse Ramot for any specific patent expenses, the Company’s corresponding Commercialization rights will be terminated by Ramot. By way of example, if the Company elects, in its sole discretion, not to reimburse Ramot’s patent expenses which are incurred in a particular jurisdiction, the Company’s right to Commercialize the Licensed Product in the same jurisdiction may be terminated by Ramot. As of December 31, 2017, there are no outstanding obligations owed to Ramot in connection with the above. |
| NOTE 8 | - | SHORT TERM DEPOSITS |
Short term investments on December 31, 2017 and December 31, 2016 include bank deposits bearing annual interest rates varying from 0.05% to 1.90%, with maturities of up to 5 months as of December 31, 2017 and 2016.
| NOTE 9 | - | DEFERRED GRANT INCOME |
In July 2017 the Company received approximately $188.an award in the amount of $15,912 from CIRM to support the pivotal Phase 3 study of NurOwn®, for the treatment of ALS. $7,050 related to the project was received during the third and fourth quarters of 2017.
The award does not bear a royalty payment commitment nor is the award otherwise refundable.
$4,425 was recorded as participation by CIRM in research and development expenses (see Note 11).
56
| 52 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 10 |
The rights of Common Stock:
Holders of Common Stock have the right to receive notice to participate and vote in general meetings of the Company, the right to a share in the excess of assets upon liquidation of the Company and the right to receive dividends, if declared.
The Common Stock is publicly traded on the NASDAQ Capital Market under the symbol BCLI.
Private placements and public offerings:
The Company is party to a July 2, 2007 subscription agreement and related registration rights agreement and warrants, amended July 31, 2009, May 10, 2012, May 19, 2014 and November 2, 2017 (together as amended, the “ACCBT Documents”) with ACCBT Corp. (“ACCBT”), a company under the control of Mr. Chaim Lebovits, the Company’s President and Chief Executive Officer, pursuant to which, for an aggregate purchase price of approximately $5.0 million, the Company sold to ACCBT 1,920,461 shares of its Common Stock (the “Subscription Shares”) and warrants to purchase up to 2,016,666 shares of its Common Stock (the “ACCBT Warrants”). The ACCBT Warrants contain cashless exercise provisions, which permit the cashless exercise of up to 50% of the underlying shares of Common Stock. 672,222 of the ACCBT Warrants have an exercise price of $3.00 and the remainder has served asan exercise price of $4.35. All of the PresidentACCBT Warrants are presently outstanding. The Company registered 1,920,461 shares of Common Stock and 2,016,666 shares of Common Stock underlying the ACCBT Warrants on registration statement No. 333-201705 dated January 26, 2015 pursuant to registration rights in the ACCBT Documents.
ACCBT has Board appointment rights, preemptive rights and consents rights pursuant to the ACCBT Documents. The foregoing description reflects the November 2, 2017 Warrant Amendment Agreement between the Company and ACCBT, pursuant to which the rights and privileges of the ACCBT Entities relating to the management of the Company since July 2007 andwere reduced, in addition has served as Chief Executive Officer from August 2013 until June 2014. On September 28, 2015 Mr. Lebovits was reappointed as Chief Executive Officerexchange for a five (5) year extension of the Company.expiration of the Company warrants held by the ACCBT Entities. Pursuant to the amendment, the ACCBT Documents were amended as follows: (i) the ACCBT Entities existing right to appoint 50.1% of the Board of Directors of the Company and its subsidiaries was reduced to 30%; (ii) the ACCBT Entities’ consent rights regarding Company matters pursuant to the ACCBT Documents were limited to transactions greater than $500,000 (previous to the amendment the consent right was for transactions of $25,000 or more); and (iii) the expiration date of each of the ACCBT Warrants was extended until November 5, 2022 (the previous expiration date was November 5, 2017).
On September 28, 2015June 13, 2014, the Company granted to its newly appointed Chief Executive Officer an optionraised gross proceeds of $10.5 million through a private placement of the Company’s Common Stock and warrants purchase Common Stock. The Company issued 2.8 million shares of Common Stock at a price per share of $3.75 and three-year warrants to purchase 369,619up to 2.8 million shares of Common Stock at an exercise price of $2.45$5.22 per share. The option vest over 12 months until fully vested on August 28, 2016. In addition,share of which 2,546,667 were exercised in January 8, 2015 as detailed below and the remaining 337,333 Warrants at an exercise price of $5.22 per share weren’t exercised and expired in June 19, 2017.
Pursuant to a portionWarrant Exercise Agreement, dated January 8, 2015, holders of this option representing 83,781Company warrants, issued in June 2014 to purchase an aggregate of 2,546,667 shares of the Company’s Common Stock at an exercise price of $5.22 per share, exercised their 2014 Warrants in full, and the Company issued new warrants to the holders to purchase up to an aggregate of approximately 3.8 million unregistered shares of Common Stock may not be exercised until the shareholders of the Company approve a further increase in the number of Common Stock that are reserved for issuance under the Company's employee stock option plan. This portion of the option will be accounted for as granted if and when such approval is obtained.
The Company paid to the placement agent, a cash fee and a corporate finance fee equal to 7% of the gross proceeds of the offering. In addition, the Company issued to the placement agent a two year warrant to purchase up to 32,931 shares of Common Stock, with an exercise price equal to $5.22.of $6.50 per share.
| 53 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 10 |
The $6.50 warrants expire in June 2018. Gross proceeds from the exercise of the warrants were approximately $13.3 million. In accordanceconnection with the provisions of ASC 815 (formerly FAS 133) the proceeds related to the warrants at the amount of $829 were recorded to liabilities at the fair value of such warrants as of the date of issuance, and the proceeds related to common stocks of 2,496 were recorded to equity.
On April 25, 2014,Exercise Agreement, the Company entered into agreements with some of holders ofissued the 2013 Warrants to exchange warrantsPlacement Agency a warrant to purchase an aggregate of 777,471 shares of Company common stock for an aggregate of 388,735 unregistered38,200 shares of Common Stock.Stock upon substantially the same terms as the $6.50 warrants. Net of fees and related expenses the proceeds from the warrant exercise amounted to approximately $12.4 million. All $6.50 warrants remain outstanding and unexercised as of December 31, 2017.
On May 27, 2014Since its inception the Company entered into agreements with certain warrant holders to redeem “2013 warrants” to purchase 333,235 shares of Company common stock,has raised approximately $46.6M, net in cash in consideration for approximately $600 payableissuances of Common Stock and warrants in cash ($1.80 per Warrant).private placements and public offerings as well as proceeds from warrants exercises.
In May 2014, certain holdersThe following table sets forth the number, exercise price and expiration date of 2013 Warrants which did not participate in the redemption and whose 2013 Warrants will therefore remainedwarrants outstanding waived the anti-dilution provisionsas of their 2013 Warrants.December 31, 2017:
| Issuance Date | Outstanding As Of December 31, 2017 | Exercise price | Exercisable Through | |||||
| Nov-08 | 6,666 | 2.25 | Sep-18 | |||||
| Apr-Oct 2009 | 20,000 | 1.005 - 1.5 | Apr-Oct 2019 | |||||
| Aug 2007- Jan 2011 | 2,016,666 | 3 - 4.35 | Nov-22 | |||||
| Jan-15 | 3,858,201 | 6.5 | Jun-18 | |||||
| 5,901,533 | ||||||||
Stock Plans:
In July 2014,During the fiscal year ended December 31, 2017, the Company agreed to adjust the exercise price of the remaining “2013 Warrants”, to $0.525 per share.
On January 6, 2015, the remaining “2013 Warrants” holders that did not provide a waiver of their anti-dilution rights, exercised their warrants. Therefore, the liability related to the 2013 Warrants has been cancelled.
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
On November 25, 2004, the Company's stockholdershad outstanding awards for stock options under four stockholder approved plans: (i) the 2004 Global Stock Option Plan and the Israeli Appendix thereto (which applies solely to participants who are residents of Israel) and on March 28, 2005, the Company's stockholders approved(the “2004 Global Plan”) (ii) the 2005 U.S. Stock Option and Incentive Plan (the “2005 U.S. Plan,” and together with the reservation of 609,564 shares of Common Stock for issuance in2004 Global Plan, the aggregate under these stock plans.
In June 2008, June 2011 and in June 2012, the Company's stockholders approved increases in the number of shares of common stock available for issuance under these stock option plans by 333,333, 333,333 and 600,000 shares, respectively
Each option granted under the plans is exercisable until the earlier of ten years from the date of grant of the option or the expiration dates of the respective option plans. The 2004 and 2005 options plans expired on November 25, 2014 and March 28, 2015, respectively.
On August 14, 2014, the Company's stockholders approved“Prior Plans”); (iii) the 2014 Global Share Option Plan and the Israeli Appendix thereto (which applies solely to participants who are residents of Israel) (the “2014 Global Plan”); and (iv) the 2014 Stock Incentive Plan.Plan (the “2014 U.S. Plan” and together with the 2014 Global Plan, the “2014 Plans”).
A total 600,000The 2004 Global Plan and 2005 U.S. Plan expired on November 25, 2014 and March 28, 2015, respectively. Grants that were made under the Prior Plans remain outstanding pursuant to their terms. The 2014 Plans were approved by the stockholders on August 14, 2014 (at which time the Company ceased to issue awards under each of the 2005 U.S. Plan and 2004 Global Plan) and amended on June 21, 2016. Unless otherwise stated, option grants prior to August 14, 2014 were made pursuant to the Company’s Prior Plans, and grants issued on or after August 14, 2014 were made pursuant to the Company’s 2014 Plans, and expire on the tenth anniversary of the grant date.
The 2014 Plans have a shared pool of 2,200,000 shares of Common Stock available for issuance. As of December 31, 2017, 1,013,868 shares were reservedavailable for issuance infuture issuances under the aggregate under these stock plans.
2014 Plans. The exercise price of the options granted under the plans2014 Plans may not be less than the nominal value of the shares into which such options are exercised. Any options under the 2014 Plans that are canceled or forfeited before expiration become available for future grants. The Governance, Nominating and Compensation Committee (the “GNC Committee”) of the Board of Directors of the Company administers the Company’s stock incentive compensation and equity-based plans.
| 54 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 10 |
Share-based compensation to employees and to directors:
From 2005 through 2009,Employees:
Pursuant to a September 28, 2015 employment agreement, as amended, Chaim Lebovits, the CompanyCompany’s Chief Executive Officer and President (i) was granted its directors optionsa stock option under the 2014 Global Plan on September 28, 2015 for the purchase of up to purchase an aggregate369,619 shares of 53,333the Company’s Common Stock at a per share exercise price of $2.45, which grant is fully vested and exercisable and shall be exercisable for a period of two years after termination of employment; (ii) received on July 26, 2017, and is entitled to receive on each anniversary thereafter (provided he remains Chief Executive Officer), a grant of restricted stock under the 2014 Global Plan (or any successor or other equity plan then maintained by the Company) comprised of a number of shares of Common Stock with a fair market value (determined based on the price of the CompanyCommon Stock at an exercise pricethe end of $2.25 per share. The options are fully vestednormal trading hours on the business day immediately preceding the effective date according to Nasdaq) equal to 30% of Mr. Lebovits’ Base Salary (31,185 shares on July 26, 2017). Each grant shall vest as to twenty-five percent (25%) of the award on each of the first, second, third and will expire 10 yearsfourth anniversary of the date of grant, provided Mr. Lebovits remains continuously employed by the Company from the date of issuance.
On April 13, 2010,grant through each applicable vesting date. Each grant shall be subject to accelerated vesting upon a Change of Control (as defined in the Lebovits employment agreement) of the Company. In the event of Mr. Lebovits’ termination of employment, any portion of a grant that is not yet vested (after taking into account any accelerated vesting) shall automatically be immediately forfeited to the Company, Abraham Israeliwithout the payment of any consideration to Mr. Lebovits; and Hadasit Medical Research Services(iii) was granted on July 26, 2017 a fully vested and Development Ltd. (“Hadasit”exercisable option (the “Option”) entered into an Agreement (as amended,under the “Hadasit Agreement”) pursuant to which Prof. Israeli agreed, during the term of the Hadasit Agreement, to serve as (i) the Company’s Clinical Trials Advisor and (ii) a member of the Company’s Board of Directors.
Accordingly, the Company granted to Prof. Israeli in each of April 2010, June 2011, April 2012 and April 2013, an option2014 Global Plan to purchase 11,111up to 41,580 shares of Common Stock, atwhich shall remain exercisable until the 2nd anniversary of the date of grant, regardless of whether Mr. Lebovits remains employed by the Company, with an exercise price equal to $0.00075 per share.share of $4.81.
In addition,The Lebovits employment agreement contains termination provisions, pursuant to which if the Company granted Hadasit,terminates the employment agreement or Mr. Lebovits’ employment without Cause (as defined in the agreement) or if Mr. Lebovits terminates the employment agreement or his employment thereunder with Good Reason (as defined in the agreement), the Company shall immediately vest such number of equity or equity based awards that would have vested during the six (6) months following the date of termination of employment, conditional upon Mr. Lebovits executing a waiver and release in favor of the Company in a form reasonably acceptable to the Company.
Pursuant to his February 28, 2017 employment agreement, Dr. Ralph Kern, Chief Operating Officer and Chief Medical Officer of the Company, received on March 6, 2017, and is entitled to receive on each anniversary thereafter (provided he remains employed by the Company), a grant of April 2010, June 2011, April 2012, and April 2013,restricted stock under the 2014 U.S. Plan (or any successor or other equity plan then maintained by the Company) comprised of a warrant to purchase 2,222number of shares of Common Stock at an exercisewith a fair market value (determined based on the price equal to $0.00075 per share.
In addition, on April 13, 2014, pursuant toof the Hadasit Agreement, and pursuant to the December 2013 letter from the Company to Prof. Israeli, the Company issued to Prof. Israeli, an option to purchase 20,000 shares of its Common Stock at an exercise pricethe end of $0.00075 per share.
On April 25, 2014normal trading hours on the Agreement amongbusiness day immediately preceding March 6, 2017 according to Nasdaq) equal to 30% of Dr. Kern’s Base Salary (35,885 shares on March 6, 2017). Each equity grant shall vest as to twenty-five percent (25%) of the award on each of the first, second, third and fourth anniversary of the date of grant, provided Dr. Kern remains continuously employed by the Company Prof. Abraham Israeli and Hadasit was terminated. Asfrom the date of grant through each applicable vesting date. Each equity grant shall be subject to accelerated vesting upon a resultChange of Control (as defined in the termination, Prof. Israeli and Hadasit will no longer receive annual grants to purchase shares of Common Stock, and any outstanding and unvested grants made pursuant to the Agreement ceased to vest. The grants were valid until and exercisable only on or before October 25, 2014.
In October 2014, Prof Israeli exercised his option to purchase 44,444 shares of Common Stock of the Company, and Hadasit exercised its warrants to purchase 8,889 shares of Common Stockagreement) of the Company. In the event of Dr. Kern’s termination of employment, any portion of an equity grant that is not yet vested (after taking into account any accelerated vesting) shall automatically be immediately forfeited to the Company, without the payment of any consideration to Dr. Kern.
| 55 |
On December 16, 2010, the Company granted to two of its directors fully vested options to purchase an aggregate of 26,667 shares of Common Stock at an exercise price of $2.25 per share.
On August 22, 2011, the Company entered into an agreement one of its directors pursuant to which the Company granted the director 61,558 restricted shares of Common Stock of the Company. The shares vested through August 22, 2014. In addition, the Company is paying the director $15 per quarter his services.
On May 3, 2015 the Company granted to this director 60,000 shares of restricted Common Stock. The shares will vest in three installments through August 22, 2017.
On August 1, 2012, the Company granted to three of its directors options to purchase an aggregate of 30,667 shares of Common Stock of the Company at $2.25 per share.
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 10 |
Share-based compensation to employees and to directors (Cont.):
On April 19, 2013,Employees(Cont.):
Pursuant to the Company granted to three of its directors optionsagreement, on March 6, 2017, Dr. Kern also received an option under the 2014 U.S. Plan to purchase an aggregate of 30,667up to 47,847 shares of Common Stock with an exercise price per share of $4.18. The option was fully vested and exercisable and shall remain exercisable until the 2nd anniversary of the Company at $2.25date of grant, regardless of whether Dr. Kern remains employed by the Company.
Uri Yablonka, the Company’s Executive Vice President, Chief Business Officer and director was granted a stock option on June 6, 2014 under the Company’s Amended and Restated 2004 Global Share Option Plan (the “Global Plan”) for the purchase of 33,333 shares of the Company’s Common Stock, which was fully vested and exercisable upon grant. The exercise price for the grant is $2.70 per share. In addition, the Company issuedagreed to two of its directors and four of its Advisory Board members a total of 50,667 restricted shares of Common Stock. The Options and restricted shares vested over 12 months.
On June 6, 2014, the Company granted its Chief Operating Officer a fully vested option to purchase 33,333 shares of the Company’s common stock. The exercise price of the grant was $2.70 per share.
On June 9, 2014, the Company’s former Chief Executive Officer was grantedMr. Yablonka a stock option under the Global Plan (or the applicable successor option plan) for the purchase of 380,000up to 13,333 shares of Common Stock (subject to appropriate adjustment in the case of stock splits, reverse stock splits and the like) of the Company on the first business day after each annual meeting of stockholders (or special meeting in lieu thereof) of the Company beginning with the 2014 annual meeting, and provided that Mr. Yablonka remains an employee of the Company on each such date. The exercise price per share of the Common Stock subject to each additional option shall be equal to $0.75 (subject to appropriate adjustment in the case of stock splits, reverse stock splits and the like, or changes to the Israeli Annual Option Award under the Company’s commonDirector Compensation Plan as amended from time to time). Each additional option vests and becomes exercisable on each monthly anniversary date as to 1/12th the number of shares subject to the option, over a period of twelve months from the date of grant, such that each additional option will be fully vested and exercisable on the first anniversary of the date of grant, provided that Mr. Yablonka remains an employee of the Company on each such vesting date. The Company also granted Mr. Yablonka 5,543 shares of restricted Common Stock on July 13, 2017
On November 20, 2017, the Company granted to Eyal Rubin, the Company’s Chief Financial Officer, 25,000 shares of restricted Common Stock under 2014 Global Plan, which shall vest as to 100% of the award on April 1, 2018, provided Mr. Rubin remains continuously employed by BCT from the date of grant through the vesting date. In the event of Mr. Rubin’s termination of employment prior to April 1, 2018, the restricted stock whichgrant shall automatically be immediately forfeited in its entirety to the Company, without the payment of any consideration to Mr. Rubin. On November 20, 2017 the Company also granted to Mr. Rubin an option to purchase up to 93,686 shares of Common Stock under the 2014 Global Plan, at an exercise price per share equal to $4.30 per share. The Option shall vest and become exercisable as tofollows: 25% of the Shares onshares underlying the first anniversary of the Grant Date and the remainder of the SharesOption shall vest and become exercisable in equal monthly installments on each of the 36 monthly anniversaries following the Initial Vesting Date. The exercise price for the CEO Grant is $4.5 per share. On November 10, 2015 the Company and the former CEO agreed that the unvested portion of the option as of October 30, 2015 (to purchase 253,333 shares) will be forfeited and that the vested potion of the option (to purchase 126,667 shares) will terminate on September 30, 2016.
On August 15, 2014, the Company issued to two of its directors and four of its Advisory Board members a total of 50,667 restricted shares of Common Stock. The shares vested over 12 months.
On October 31, 2014, the Company granted to four of its directors options to purchase an aggregate of 70,666 shares of Common Stock of the Company at $0.75 per share. The options vest over 12 months.
On June 1, 2015, the Company granted to a director fully vested options to purchase an aggregate of 6,667 shares of Common Stock of the Company at $0.75 per share.
On July 30, 2015 the Company’s newly appointed Chief Financial Officer was granted an option to purchase 165,000 shares of Common Stock at an exercise price of $3.17 per share. The option will vest over 3 years. Effective December 1, 2015 the Company and the Chief Financial Officer agreed to amend the option agreement. Pursuant to the amendment, 82,500 shares were cancelled. The 82,500 remaining shares continue to vest and become exercisable in accordance with the terms of the grant: 20,625 shares vest and become exercisable on July 30, 2016 and 2.08333% of the 82,500 shares vest and become exercisable on each monthlyof the first, second, third and fourth anniversary of the date startingof grant, until fully vested and exercisable on August 30, 2016 through the fourth anniversary of the date of grant, so thatprovided Mr. Rubin remains continuously employed by BCT from the 82,500 shares will become fully vesteddate of grant through each applicable vesting date. The Option shall have a ten (10) year term and exercisable on July 30, 2019.shall be subject to accelerated vesting upon a Change of Control of the Company or Material Secondary Public Offering of the Company (each as defined in Mr. Rubin’s employment agreement).
| 56 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 10 |
Share-based compensation to employees and to directors (Cont.):
Employees(Cont.):
On August 27,17, 2017, the Company granted Mary Kay Turner VP, Patient Advocacy and Government Affairs of the Company, 9,924 shares of restricted Common Stock under the 2014 U.S. Plan which vests as to 25% of the grant on each of August 1, 2018, August 1, 2019, August 1, 2010 and August 1, 2011, provided that Ms. Turner is employed by the Company on each such vesting date; in the event of the termination of her employment, any portion of the Initial Equity Grant that has not yet vested as of the effective date of termination shall be automatically and immediately forfeited to the Company without payment of any consideration to her.
On July 13, 2017, the Company granted 5,543 shares of restricted Common Stock under the 2014 Global Plan to each of Yael Gothelf VP, Scientific & Regulatory Affairs and Yossef Levi VP, Cell Production.
Directors:
From 2005 through 2015, the Company granted to four of its seven directors options to purchase an aggregate of 70,665402,778 shares of Common Stock at an average exercise price of $0.75$1.34 per share,share.
The Company’s Second Amended and Restated Director Compensation Plan was approved in July 9, 2014 and amended on April 29, 2015, February 26, 2017 and July 13, 2017 (as amended, the “Director Compensation Plan”). The Director Compensation Plan governs Company compensation of eligible non-employee director of the Company, except that certain non-employee directors have individualized compensation and are not entitled receive annual director awards under the Director Compensation Plan, but are entitled to committee compensation under the Director Compensation Plan in the event that they qualify for and serve as a member of any committee of the Board. The Director Compensation Plan also determines the annual awards to be granted to two of itsqualified directors an aggregate of 17,332 restricted shares of Common Stock. The options and restrictedfor their services in future periods, which annual awards have had the same terms since 2014, as further detailed in the Director Compensation Plan. On November 10, 2017, the following grants were made under the Director Compensation Plan to the eligible directors: Dr. Arbel received a stock option to purchase 25,333 shares of Common Stock vest over 12 months until fully vested on August 27, 2016.for her service as a director, chairperson of the Board, chair of the GNC Committee and a member of the Audit Committee; Mr. Schor received 2,000 shares of restricted stock for his service as a member of the Audit Committee; Dr. Shorr received 8,666 shares of restricted stock for his service as a director and a member of the GNC Committee; and Mr. Taub received 12,000 shares of restricted stock for his service as a director, chair of the Audit Committee and a member of the GNC Committee.
| 57 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 10 | - | STOCK CAPITAL (Cont.): |
Share-based compensation to employees and to directors (Cont.):
On September 28, 2015 the Company granted to its newly appointed Chief Executive Officer an option to purchase 369,619 shares of Common Stock at an exercise price of $2.45 per share. The option vest over 12 months until fully vested on August 28, 2016. In addition, a portion of this option representing 73,029 shares of Common Stock may not be exercised until the shareholders of the Company approve a further increase in the number of Common Stock that are reserved for issuance under the Company's employee stock option plan. This portion of the option will be accounted for as granted if and when such approval is obtained.
The Company accounts for shares and warrant grants issued to non-employees using the guidance of ASC 505-50, "Equity-Based Payments to Non-Employees" (EITTF 96-18, "Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services"Directors (Cont.), whereby the fair value of such option and warrant grants is determined using a Black-Scholes options pricing model at the earlier of the date at which the non-employee's performance is completed or a performance commitment is reached.:
A summary of the Company's option activity related to options to employees and directors, and related information is as follows:
| For the year ended December 31, 2015 | For the year ended December 31, 2014 | 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 | Amount of options | Weighted average exercise price | Aggregate intrinsic value | Amount of options | Weighted average exercise price | Aggregate intrinsic value | |||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| Outstanding at beginning of period | 792,110 | 3.4545 | 412,388 | 2.5576 | 874,841 | 2.1258 | 1,002,451 | 2.6072 | ||||||||||||||||||||||||||||||||||||||||
| Granted | 611,952 | 2.4293 | 504,000 | 3.6766 | 240,446 | 3.5178 | 70,667 | 0.75 | ||||||||||||||||||||||||||||||||||||||||
| Exercised | (45,000 | ) | 2.3833 | (66,500 | ) | 2.1250 | (129,888 | ) | 3.9175 | - | - | |||||||||||||||||||||||||||||||||||||
| Cancelled | (356,611 | ) | 4.2124 | (57,778 | ) | 0.5198 | (44,445 | ) | 1.6104 | (198,277 | ) | 4.0691 | ||||||||||||||||||||||||||||||||||||
| Outstanding at end of period | 1,002,451 | 2.6072 | 253,444 | 792,110 | 3.4545 | 1,034,072 | 940,954 | 2.4681 | 1,366,213 | 874,841 | 2.1258 | 362,336 | ||||||||||||||||||||||||||||||||||||
| Vested and expected-to-vest at end of period | 611,761 | 2.7354 | 76,240 | 331,500 | 2.6994 | 683,088 | 811,824 | 2.3317 | 1,289,457 | 839,509 | 2.1837 | 299,088 | ||||||||||||||||||||||||||||||||||||
The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’s shares on December 31, 20152017 and December 31, 20142016 and the exercise price, multiplied by the number of in-the-money options on those dates) that would have been received by the option holders had all option holders exercised their options on those dates.
| 58 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE | - | STOCK CAPITAL (Cont.): |
Share-based compensation to employees and to directors (Cont.):
Directors (Cont.):
The options outstanding as of December 31, 20152017 and December 31, 2014,2016, have been separated into exercise prices, as follows:
| Weighted average remaining | ||||||||||||||||||||||||
| contractual | ||||||||||||||||||||||||
| Options outstanding | Life - Years | Options exercisable as of | ||||||||||||||||||||||
| Exercise price | As of December 31, | As of December 31, | As of December 31, | |||||||||||||||||||||
| $ | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | ||||||||||||||||||
| 0.75 | 143,000 | 70,666 | 9.18 | 9.84 | 95,889 | 26,500 | ||||||||||||||||||
| 1.005 | 6,445 | 6,445 | 3.50 | 4.50 | 6,445 | 6,445 | ||||||||||||||||||
| 2.25 | 143,666 | 160,333 | 5.47 | 5.85 | 143,666 | 160,333 | ||||||||||||||||||
| 2.45 | 369,619 | - | 9.75 | - | 123,206 | - | ||||||||||||||||||
| 2.70 | 95,555 | 130,666 | 7.55 | 7.96 | 80,889 | 94,222 | ||||||||||||||||||
| 3.17 | 82,500 | - | 9.58 | - | - | - | ||||||||||||||||||
| 3.90 | 15,000 | 19,000 | 6.59 | 7.59 | 15,000 | 19,000 | ||||||||||||||||||
| 4.50 | 126,666 | 380,000 | 0.75 | 9.44 | 126,666 | - | ||||||||||||||||||
| 4.80 | 2,000 | 2,000 | 4.12 | 5.12 | 2,000 | 2,000 | ||||||||||||||||||
| 5.85 | 6,000 | 6,000 | 1.5 | 2.50 | 6,000 | 6,000 | ||||||||||||||||||
| 6.00 | 6,000 | 6,000 | 0.47 | 1.47 | 6,000 | 6,000 | ||||||||||||||||||
| 7.05 | 6,000 | 6,000 | 1.22 | 2.22 | 6,000 | 6,000 | ||||||||||||||||||
| 11.25 | - | 5,000 | - | 0.16 | - | 5,000 | ||||||||||||||||||
| 1,002,451 | 792,110 | 7.44 | 8.18 | 611,761 | 331,500 | |||||||||||||||||||
| Weighted average remaining | ||||||||||||||||||||||||||
| contractual | ||||||||||||||||||||||||||
| Options outstanding | Life - Years | Options exercisable as of | ||||||||||||||||||||||||
| Exercise price | As of December 31, | As of December 31, | As of December 31, | |||||||||||||||||||||||
| $ | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||||||||||||||||||||
| 0.75 | 213,333 | 213,665 | 6.99 | 8.67 | 177,889 | 178,333 | ||||||||||||||||||||
| 1.005 | 5,333 | 6,445 | 1.50 | 2.50 | 5,333 | 6,445 | ||||||||||||||||||||
| 2.25 | 69,889 | 137,000 | 3.57 | 4.72 | 69,889 | 137,000 | ||||||||||||||||||||
| 2.45 | 369,619 | 369,619 | 7.75 | 8.75 | 369,619 | 369,619 | ||||||||||||||||||||
| 2.70 | 82,667 | 93,333 | 5.65 | 6.54 | 82,667 | 93,333 | ||||||||||||||||||||
| 3.17 | - | 25,779 | - | 0.12 | - | 25,779 | ||||||||||||||||||||
| 3.90 | 15,000 | 15,000 | 4.59 | 5.59 | 15,000 | 15,000 | ||||||||||||||||||||
| 4.18 | 47,847 | - | 1.18 | - | 47,847 | - | ||||||||||||||||||||
| 4.3 | 93,686 | - | 9.89 | - | - | - | ||||||||||||||||||||
| 4.80 | 2,000 | 2,000 | 2.11 | 3.11 | 2,000 | 2,000 | ||||||||||||||||||||
| 4.81 | 41,580 | - | 1.56 | - | 41,580 | - | ||||||||||||||||||||
| 5.85 | - | 6,000 | - | 0.5 | - | 6,000 | ||||||||||||||||||||
| 7.05 | - | 6,000 | - | 0.22 | - | 6,000 | ||||||||||||||||||||
| 940,954 | 874,841 | 6.59 | 7.38 | 811,824 | 839,509 | |||||||||||||||||||||
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, 20152017 and 20142016 amounted to $835$554 and $1,024,$635, respectively.
The fair value of the options is estimated at the date of grant using Black-Scholes options pricing model with the following assumptions used in the calculation:
| Year ended December 31, | Year ended December 31, | |||||||
| 2015 | 2014 | 2017 | 2016 | |||||
| Expected volatility | 78%-115% | 122%-123% | 67%-70% | 75%-77% | ||||
| Risk-free interest | 1.42%-2.02% | 1.49%-1.96% | 0.97%-2.13% | 1.20% - 1.27% | ||||
| Dividend yield | 0% | 0% | 0% | 0% | ||||
| Expected life of up to (years) | 5.26-6.09 | 5.76-6.05 | 5.5 | 5.25 | ||||
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share dataShares and exercise prices)
Noteswarrants issued to Consolidated Financial Statementsservice providers:
The Company accounts for shares and warrant grants issued to non-employees using the guidance ofASC 505-50, "Equity-Based Payments to Non-Employees" (EITTF 96-18, "Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services"), whereby the fair value of such option and warrant grants is determined using a Black-Scholes options pricing model at the earlier of the date at which the non-employee's performance is completed or a performance commitment is reached.
The fair value for the warrants to service providers was estimated on the measurement date determined using a Black-Scholes option pricing model, with the following weighted-average assumptions for the year ended December 31, 2010; weighted average volatility of 140%, risk free interest rates of 2.39%-3.14%, dividend yields of 0% and a weighted average life of the options of 5-5.5 and 1-9 years. There were no grants to service providers since 2010.
| Issuance date | Number of warrants issued | Exercised | Forfeited | Outstanding | Exercise Price $ | Warrants exercisable | Exercisable through | |||||||||||||||||
| Nov-Dec 2004 | 973,390 | 959,734 | 13,656 | - | 0.00075 - 0.15 | - | - | |||||||||||||||||
| Feb-Dec 2005 | 203,898 | 32,011 | 171,887 | - | 2.25 - 37.5 | - | - | |||||||||||||||||
| Feb-Dec 2006 | 112,424 | 48,513 | 31,911 | 32,000 | 0.075 – 22.5 | 32,000 | Feb - May 2016 | |||||||||||||||||
| Mar-Nov 2007 | 180,220 | - | 66,887 | 113,333 | 2.25 - 7.05 | 113,333 | Mar 2017 – Oct 2017 | |||||||||||||||||
| Nov 2008 | 6,667 | - | - | 6,667 | 2.25 | 6,667 | Sep-18 | |||||||||||||||||
| Apr-Oct 2009 | 26,667 | 6,667 | - | 20,000 | 1.005 – 1.5 | 20,000 | Apr 2019 – Oct 2019 | |||||||||||||||||
| Aug 2007- Jan 2011 | 2,016,667 | - | - | 2,016,667 | 3 - 4.35 | 2,016,667 | Nov-17 | |||||||||||||||||
| Jan 2010 | 83,333 | - | 83,333 | - | 7.5 | - | - | |||||||||||||||||
| Feb 2010 | 8,333 | 8,333 | - | - | 0.15 | - | - | |||||||||||||||||
| Feb 2010 | 200,000 | - | 200,000 | - | 7.5 | - | - | |||||||||||||||||
| Feb 2010 | 100,000 | - | 100,000 | - | 0.015 | - | - | |||||||||||||||||
| Feb 2011 | 42,735 | - | 42,735 | - | 5.85 | - | - | |||||||||||||||||
| Feb 2011 | 427,167 | 63,122 | 364,044 | - | 4.2 | - | - | |||||||||||||||||
| Feb 2011 | 854,333 | - | 854,333 | - | 7.5 | - | - | |||||||||||||||||
| Jul 2012 | 32,931 | - | 32,931 | - | 5.22 | - | - | |||||||||||||||||
| Jul 2012 | 990,949 | 687,037 | 303,911 | - | 4.35 | - | - | |||||||||||||||||
| Feb 2013 | 55,556 | - | 55,556 | - | 7.5 | - | - | |||||||||||||||||
| April 2010-2014 | 12,889 | 8,889 | 4,000 | - | 0.00075 | - | - | |||||||||||||||||
| Aug 2013 | 1,147,471 | - | 1,110,706 | 36,764 | 3.75 | 36,764 | Aug-16 | |||||||||||||||||
| Aug 2013 | 29,000 | 29,000 | - | - | 0.525 | - | - | |||||||||||||||||
| Jun 2014 | 2,800,000 | 2,546,667 | - | 253,333 | 5.22 | 253,333 | Jun-17 | |||||||||||||||||
| Jun 2014 | 84,000 | - | - | 84,000 | 4.5 | 84,000 | Jun-17 | |||||||||||||||||
| Jan 2015 | 3,858,201 | - | - | 3,858,201 | 6.5 | 3,858,201 | Jun-18 | |||||||||||||||||
| 14,246,831 | 4,389,973 | 3,435,890 | 6,420,965 | 6,420,965 | ||||||||||||||||||||
64
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE 10 |
Shares and warrants issued to service providers (Cont.): |
On December 30, 2009, the Company issued to Ramot 74,667 shares of Common Stock (See Note 3).
On December 31, 2011, the Company issued to Hadasit warrants to purchase up to 100,000 restricted shares of Common Stock at an exercise price of $0.015 per share, exercisable for a period of 5 years. The warrants vested over the course of the trials and were exercised in 2015.
On January 16, 2013, the Company granted an aggregate of 14,400 shares of Common Stock of the Company to two consultants, for services rendered through December 31, 2012. Related compensation expense in the amount of $54 was recorded as research and development expense.
On February 4, 2013, the Company issued 8,408 shares of Common Stock to an investor, according to a settlement agreement, for the correction of the conversion rate of a $200 convertible loan. The convertible loan was issued in 2006 and converted in 2010.
On March 11, 2013, the Company granted to its legal advisor 12,913 shares of Common Stock for 2013 legal services. The related compensation expense in the amount of $44.5 was recorded as general and administrative expense.
On November 13, 2013, the Company approved a grant of 30,000 shares of Common Stock to the Consultants, for services rendered during January 1, 2013 through September 30, 2013 (the “2013 Shares”). On March 24, 2014, the Company approved grants of an aggregate of 6,000 shares of Common Stock to the Consultants for services rendered in 2014, and issued such shares together with the 2013 Shares.
On March 11, 2013, the Company granted to two of its service providers an aggregate of 26,667 shares of Common Stock. The shares were issued as compensation for public relations services. The related compensation expense in the amount of $92 was recorded as general and administrative expense.
On July 28, 2014, the Company granted to its legal advisor 10,752 shares of Common Stock for 2014 legal services. The related compensation expense in the amount of $50 was recorded as general and administrative expense.
On April 29, 2015, the Company approved grants of an aggregate of 27,411 shares of Common Stock to the Consultants for services rendered in 2014. The related compensation expense was recorded as research and development expense.
After the balance sheet day, on January 2, 2016, the Company granted to its legal advisor 10,752 shares of Common Stock for 2015 legal services. The related compensation expense will beof $31 was recorded as general and administrative expense.
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollarsOn September 22, 2016, the Company granted of an aggregate of 25,281 shares of Common Stock to two consultants for services rendered in thousands
(Except share data2015. The related compensation expense was recorded as research and exercise prices)
Notes to Consolidated Financial Statementsdevelopment expense.
A summaryOn August 17, 2017 the Company issued to Anthony Fiorino, the former CEO of the Company'sCompany, for consulting services rendered, a grant of 4,327 shares of restricted stock awards activity related to shares issued to service providers is as follows:under the 2014 U.S. Plan, which vests in eight equal quarterly installments (starting November 17, 2017) until fully vested on the second anniversary of the date of grant.
Year ended December 31, | Year ended December 31, | |||||||||||||||
| 2 0 1 5 | 2 0 14 | |||||||||||||||
| Amount of shares | Weighted average issue price | Amount of shares | Weighted average issue price | |||||||||||||
| $ | $ | |||||||||||||||
| Outstanding at beginning of period | 863,786 | 4.07 | 840,367 | 4.02 | ||||||||||||
| Issued | 27,411 | 3.94 | 23,419 | 4.91 | ||||||||||||
| Outstanding at end of period | 891,197 | 4.07 | 863,786 | 4.07 | ||||||||||||
Stock-based compensation and issuance of sharesCompensation expense recorded by the Company in respect of shares and warrants granted toits stock-based service providers amounted to $108 and $198provider compensation awards in accordance with ASC 718-10 for the yearsyear ended December 31, 20152017 and 2014,2016 amounted to $62 and $121, respectively.
On January 2, 2018, the Company granted to its legal advisor 11,250 shares of Common Stock for 2017 legal services. The related compensation expense was recorded as general and administrative expense.
Total Stock-Based Compensation Expense
The total stock-based compensation expense, related to shares, options and warrants granted to employees, directors and service providers was comprised, at each period, as follows:
| Year ended December 31, | Year ended December 31, | |||||||||||||||
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
| Research and development | $ | 130 | $ | 176 | $ | 164 | $ | 96 | ||||||||
| General and administrative | 813 | 1,046 | 452 | 660 | ||||||||||||
| Total stock-based compensation expense | $ | 943 | $ | 1,222 | $ | 616 | $ | 756 | ||||||||
66
| 60 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE | - | RESEARCH AND DEVELOPMENT, NET |
| Year ended December 31, | Year ended December 31, | |||||||||||||||
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
| U.S. $ in thousands | U.S. $ in thousands | |||||||||||||||
| Research and development | $ | 6,335 | $ | 6,116 | $ | 6,795 | $ | 3,435 | ||||||||
| Less : Participation by the Israeli Office of the Chief Scientist | (1,386 | ) | (1,344 | ) | ||||||||||||
| Less : Participation by the Israel Innovation Authorities | (1,393 | ) | (1,185 | ) | ||||||||||||
| Less : Participation by CIRM | (4,425 | ) | - | |||||||||||||
| $ | 4,949 | $ | 4,772 | $ | 977 | $ | 2,250 | |||||||||
| NOTE | - | TAXES ON INCOME |
| A. | Tax rates applicable to the income of the Israeli subsidiary: |
BCT is subject to a tax rate of 25.5%24% in 2014 and 2015.2017. In 20162018 the tax rate is expected to decrease to 25%23%.
Such tax rate changes have no significant impact on the Company's financial statements.
The Company is subject to a blended US tax rate (Federal as well as State Corporate Tax) of 35% in 2014, 2015 and thereafter.
| B. | Deferred income taxes: |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows:
| December 31, | December 31, | |||||||||||||||
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
| U.S. $ in thousands | U.S. $ in thousands | |||||||||||||||
| Operating loss carryforward | $ | 34,672 | $ | 29,222 | $ | 51,107 | $ | 39,967 | ||||||||
| Net deferred tax asset before valuation allowance | 11,778 | 10,994 | 14,090 | 13,333 | ||||||||||||
| Valuation allowance | (11,778 | ) | (10,994 | ) | (14,090 | ) | (13,333 | ) | ||||||||
| Net deferred tax asset | $ | - | $ | - | $ | - | $ | - | ||||||||
As of December 31, 2015,2017, the Company has provided valuation allowances of $11,778$14,090 in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that because the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future.
| 61 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE | - | TAXES ON INCOME (Cont.): |
| C. | Available carryforward tax losses: |
As of December 31, 2015,2017, the Company has an accumulated tax loss carryforward of approximately $34,672.$51,107. Carryforward tax losses in Israel are of unlimited duration and carryforward tax losses in the U.S. can be carried forward and offset against taxable income in the future for a period of 20 years. Utilization of U.S. net operating losses may be subject to substantial annual limitations due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.
| D. | Loss from continuing operations, before taxes on income, consists of the following: |
| Year ended December 31, | Year ended December 31, | |||||||||||||||
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
| U.S. $ in thousands | U.S. $ in thousands | |||||||||||||||
| United States | $ | (2,842 | ) | $ | (3,789 | ) | $ | (2,532 | ) | $ | (1,451 | ) | ||||
| Israel | (5,646 | ) | (5,457 | ) | (2,420 | ) | (3,531 | ) | ||||||||
| $ | (8,488 | ) | $ | (9,246 | ) | $ | (4,952 | ) | $ | (4,982 | ) | |||||
| Due to the Company’s cumulative losses, the effect of ASC 740 as codified from ASC 740-10 |
| F. | On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law in the United States. The Tax Act, among other provisions, introduces changes in the U.S corporate tax rate, business related exclusions and deductions and credits, and has internationally tax consequences for companies that operate international. Most of the changes introduced in the Tax Act are effective beginning on January 1, 2018. |
| G. | As a result of the tax act the Company is subject to a reduced blended U.S. tax rate of 34% starting on January 1, 2018. The other effects of the Tax Act provisions are still being identified and evaluated by Management. |
| NOTE | - | TRANSACTIONS WITH RELATED PARTIES |
| Year ended December 31, | ||||||||
| 2015 | 2014 | |||||||
| U.S. $ in thousands | ||||||||
| Fees and related benefits and compensation expenses in respect of options granted to a member of the Board | $ | 161 | $ | 164 | ||||
Other than transactions and balances related to cash and share based compensation to officers and directors, the Company did not have any transactions and balances with related parties and executive officers during 2017 and 2016.
| 62 |
BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARY
U.S. dollars in thousands
(Except share data and exercise prices)
Notes to Consolidated Financial Statements
| NOTE | - | SUBSEQUENT EVENTS |
On January 3, 2018, the Company received a Good Manufacturing Practice (GMP) approval from the Israel Ministry of Health (MoH) for its Israeli contract manufacturing facility. The GMP certificate confirms the Company's manufacturing site compliance with Israeli GMPs which are recognized as equivalent with EU standards.
On February 5, 2018, the Company appointed Anthony Polverino, Ph.D., as a board member. Dr. Polverino, is currently interim chief scientific officer of Kite (formerly Kite Pharma and now a wholly-owned subsidiary of Gilead Sciences) and a highly accomplished senior biopharmaceutical executive with more than 25 years' industry experience in drug research and development.
On February 5, 2018 Dr. Robert Shorr left the Company’s board of directors.
In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events through the date the condensed consolidated financial statements were issued. The Company concluded that no other subsequent events have occurred that would require recognition or disclosure in the condensed consolidated financial statements.
| Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| Item 9A. | CONTROLS AND PROCEDURES. |
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 20152017 were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Overover Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015.2017. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated 1992 Framework.
Based on our assessment, management concluded that, as of December 31, 2015,2017, the Company’s internal control over financial reporting is effective based on those criteria.
Changes in Internal Control Overover Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Item 9B. | OTHER INFORMATION. |
None.
| 64 |
| Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Executive Officers and Directors
The following table lists our current executive officers and directors. Our executive officers are elected annually by our Board of Directors and serve at the discretion of the Board of Directors. Each current director is serving a term that will expire at our Company’s next annual meeting. There are no family relationships among any of our directors or executive officers.
| Name | Age | Position | ||
| Chaim Lebovits | President and Chief Executive Officer | |||
| Chief Operating Officer and Chief Medical Officer | ||||
| Eyal Rubin | 42 | Chief Financial Officer | ||
| Uri Yablonka | Executive Vice President, Chief | |||
| Dr. Irit Arbel | Chairperson and Director | |||
| Director | ||||
| Director | ||||
| Chen Schor | Director | |||
| Dr. | Director | |||
| Malcolm Taub | Director |
Chaim Lebovits joined the Company in July 2007 as President. On August 1, 2013, the Company appointed Mr. Lebovits as its Principal Executive Officer, and to assume the duties and responsibilities of the Chief Executive Officer on an interim basis until June 2014. On September 22, 2015, the Company appointed Chaim Lebovits as its Chief Executive Officer. Mr. Lebovits controls ACC Holdings International, and its subsidiaries ACC Resources, specializing in the mining, oil and energy industries, and ACC BioTech, which is focused on biotechnology. He has been at the forefront of mining and natural resource management in the African region for over a decade and has spent years leading the exploration and development of resources in West Africa and Israel and served as a member of the board of directors of several companies in the industry. Mr. Lebovits has also held senior positions for the worldwide Chabad Lubavitch organization, the largest Jewish organization in the world today.
Yoram BibringDr. Ralph Kern joined the Company on July 30, March 6, 2017 as Chief Operating Officer and Chief Medical Officer. Prior to joining the Company, Dr. Kern was Senior Vice President, Head Worldwide Medical at Biogen Inc. since 2016. Prior positions at Biogen Inc. include Vice President, Head of Global Therapeutic Areas from 2015 to 2016 and Vice President, Head of Global Medical Neurology in 2015. Dr. Kern has also served Novartis Pharmaceuticals Corporation as Vice President, Head Neuroscience Medical Unit from 2014 to 2015 and as Vice President, Head MS Medical Unit from 2011 to 2014. He also worked for Genzyme Corporation from 2006 to 2011 where he served as Global Medical Director, Personalized Genetic Health (2010-2011), Head of Medical Affairs, Canada (2006-2008), General Manager, Fabry Disease (2008-2010) and Head of Medical Affairs, Canada (2006-2008). He also served as University Neurology Program Director at the University of Toronto (2003-2006), Consultant Neurologist at Mount Sinai Hospital (2001-2006) and Director, EMG, EEG and Evoked Potential Laboratory at The Credit Valley Hospital (1988-2001).
Eyal Rubin joined the Company on November 20, 2017 as Chief Financial Officer and Treasurer. Prior to joining the Company, Mr. BibringEyal Rubin served from March 2015 to Julysince January, 2015 as Chief Financial OfficerVice President, Head of Sapiens North America,Corporate Treasury for Teva Pharmaceutical Industries Ltd. (symbol: TEVA), a provider of insurance industry software solutions.multinational pharmaceutical company. From May 2014March, 2013 to FebruaryJanuary, 2015, Mr. Rubin worked as Teva Pharmaceutical Industries Ltd.’s Regional Treasurer for ASIA and EMIA. From January, 2010 to March, 2013, he served as Chief Financial OfficerHead of Silenseed, a biopharmaceutical start-up company based in Israel. He also served as Chief Financial Officer of Healthcare Corporation of America, a pharmacy benefit manager, from May 2013 to April 2014. From September 2001 to December 2012, he served as Chief Financial Officer of Fundtech, a provider of financial transaction processing software, traded on NASDAQ which was sold in December 2011 for approximately $400 million to GTCR,the Finance & Banking department at Cellcom Israel LTD (NASDAQ:CEL), an $8 Billion private equity firm.Israeli telecommunications company.
Uri Yablonka joined the Company on June 6, 2014 as Chief Operating Officer and as a member of the Board of Directors.Board. On March 6, 2017 he was appointed Executive Vice President, Chief Business Officer and ceased to serve as the Company’s Chief Operating Officer. Prior to joining the Company, Mr. Yablonka served since December 2010 as owner and General Manager of Uri Yablonka Ltd., a business consulting firm. He also served since January 2011 as Vice President, Business Development at ACC International Holdings Ltd. (Holdings). Holdings is also an affiliate of ACCBT Corp. Prior to serving with Holdings, Mr. Yablonka served as Senior Partner of PM-PR Media Consulting Ltd. From 2008 to January 2011, Mr. Yablonka was Senior Partner at PM-PR Media Consulting Ltd., where he led public relations and strategy consulting for a wide range of governmental and private organizations. From 2002 to 2008, he served as a correspondent at the Maariv Daily News Paper, including extensive service as a Diplomatic Correspondent. We believe that Mr. Yablonka’s skills and experience provide the variety and depth of knowledge, judgment and vision necessary for the effective oversight of the Company. His experience in business consulting and development and media experience are expected to be valuable to the Company in its current stage of growth and beyond, and his governmental experience can provide valuable insight into issues faced by companies in regulated industries such as ours. We believe that these skills and experiences qualify Mr. Yablonka to serve as a director of the Company.
| 65 |
Dr. Irit Arbel, one of Brainstorm'sthe Company's co-founders, joined the Company in May 2004 as a director and served as President of the Company for six months. Currently, Dr. Arbel is the Chairperson of the Board and the Chair of the Governance, Nominating and Compensation Committee. Dr. Arbel serves as Executive Vice President, Research and Development at Savicell Diagnostic Ltd. since July 2012. Savicell Diagnostic Ltd. is a biotechnology company and is a wholly-owned subsidiary of Online Disruptive Technologies, Inc. From 2009 through 2011, Dr. Arbel served as Chairperson of Real Aesthetics Ltd., a company specializing in cellulite ultrasound treatment, and BRH Medical, developer of medical devices for wound healing. She was also Director of M&A at RFB Investment House, a private investment firm focusing on early stage technology related companies. Previously, Dr. Arbel was President and Chief Executive Officer of Pluristem Life Systems, a biotechnology company, and prior to that, Israeli Sales Manager of Merck, Sharp & Dohme, a pharmaceutical company. Dr. Arbel earned her Post Doctorate degree in 1997 in Neurobiology, after performing research in the area of Multiple Sclerosis. Dr. Arbel also holds a Chemical Engineering degree from the Technion, Israel's Institute of Technology. We believe that Dr. Arbel possesses specific attributes that qualify her to serve on our Board of Directors including Dr. Arbel’s extensive experience in the biotechnology field and significant leadership skills as a chief executive officer. Dr. Arbel previously served as our President, which service has given her a deep knowledge of the Company and its business and directly relevant management experience.
Mordechai FriedmanDr. Anthony Polverino joined the Company on April 4, 2011February 5, 2018 as a director. Dr. Polverino `is currently the interim chief scientific officer of Kite (now a wholly-owned subsidiary of Gilead Sciences), which he joined in 2015, and where he is currently responsible for establishing Kite's strategic non-clinical R&D roadmap to support its current and future portfolio. Prior to this, he was the vice president of research at Kite, where his responsibilities included corporate goal setting, budget allocation, scientific and investor interactions, business development in-licensing and partnership deals. Dr. Polverino spent 20 years in positions of increasing responsibilities at Amgen, Inc., most recently as executive director of its Therapeutic Innovation Unit, where he managed research programs in oncology, metabolic disease, inflammatory disease and schizophrenia. Prior to Amgen, he was a postdoctoral scientist at Cold Spring Harbor Laboratory, where he worked primarily on oncology research. Dr. Polverino is an author of several patents, and has been published in nearly 40 scientific and peer-reviewed journals. He earned a B.Sc. in Biochemistry/Physiology and a B.Sc. (Honors) in Pharmacology, both from Adelaide University in Adelaide, Australia and a Ph.D. in Biochemistry from Flinders University, also in Adelaide.
Dr. June S. Almenoff joined the Company on February 26, 2017 as a director. Dr. Almenoff is an accomplished executive with 20 years of experience in the pharmaceutical industry. She recently served as President and CMO of Furiex Pharmaceuticals (from 2010 to 2014). During her 4-year tenure, the company’s valuation increased approximately ten-fold, culminating in its acquisition by Actavis plc for approximately $1.2 billion in 2014. Furiex’s lead product, eluxadoline (Viberzi TM), a novel gastrointestinal drug, has recently been approved in both the US and EU. Prior to joining Furiex, Dr. Almenoff was at GlaxoSmithKline (GSK) from 1997-2010, where she held various positions of increasing responsibility. During her time at GSK, she was a Vice President in the Clinical Safety organization, chaired a PhRMA-FDA working group and worked in the area of scientific licensing. Dr. Almenoff also led the development of pioneering systems for minimizing risk in drug development which have been widely adapted by industry and regulators. Dr. Almenoff is currently an independent biopharma consultant and Board Director. Her areas of expertise include translational medicine, clinical development and commercial strategy. She is Executive Chair of RDD Pharma, a private, clinical-stage biopharma company (since 2015) and an Independent Director of Tigenix NV (Nasdaq: TIG) since 2016, and Ohr Pharmaceuticals (Nasdaq: OHRP) since 2013. She serves on the Audit CommitteeScientific Advisory Board of Redhill Biopharma (Nasdaq: RDHL). She is on the advisory boards of several private life-sciences companies and the investment advisory board of the Board. Mr. Friedman currently serves as ChairmanHarrington Discovery Institute. Dr. Almenoff received her B.A. cum laude from Smith College and graduated with AOA honors from the M.D.-Ph.D. program at the Icahn (Mt. Sinai) School of IPM Beer Tuvia Ltd.Medicine. She completed post-graduate medical training at Stanford University Medical Center (Internal Medicine, Infectious Diseases) and Vice-Chairman of Triple-M Power Plants Ltd. From 2013 to 2014, Mr. Friedman served as Chief Executive Officer of Israel Financial Levers Ltd, an Israeli real estate company traded on the Tel-Aviv Stock Exchange.faculty of Duke University School of Medicine. She is a Consulting Professor at Duke and a Fellow of the American College of Physicians. We believe that Dr. Almenoff possesses specific attributes that qualify her to serve on our Board including her valuable leadership skills and her deep knowledge of pharmaceutical product development.
Arturo O. Araya joined the Company on February 26, 2017 as a director. From 2007 through 2010,2002 to 2016, Mr. FriedmanAraya worked for Novartis Pharmaceutical Corporation, where he served as the ChairmanVice President and Head of Global Commercial for Novartis’ Cell and Gene Therapies Unit (June 2014 to July 2016), where he led a cross-functional team to globally commercialize a portfolio of cell and gene therapies. In his prior role as Novartis’ Global Brand Leader for CTL019 (September 2012-May 2014), a CAR-T therapy, he was responsible for developing early launch plans, including worldwide and multiple indication forecasts and resource modeling. He has lead the BoardOncology Unit for Novartis in seven countries (March 2002-August 2012). Prior to his tenure at Novartis, Mr. Araya was with Bristol-Myers Squibb Company (1999-2002), most recently as Associate Director of The Israel Electric Corp.,Marketing Intelligence, Business Development & Licensing. He earned an electric utility company. From 2005 to 2007, Mr. Friedman served as Deputy ChairmanM.B.A. from the University of Brightman Almagor Zohar CPAs,Michigan, and an M.A. and B.S. in Engineering from the Israel Member FirmUniversity of Deloitte Touché Tohmatsu. Mr. Friedman has been a partner and director in several business ventures and companies in Israel and abroad in the transportation, consumer business, telecommunication and energy industries. Mr. Friedman currently serves as a director in the following public companies: (traded on the Tel-Aviv Stock Exchange): (i) Elco Holdings Ltd. (Chairman of the Board); and (ii) Carmel Olefins Ltd. Mr. Friedman holds a B.A. in Economics and Accounting from Tel Aviv University.Connecticut. We believe that Mr. FriedmanAraya possesses specific attributes that qualify him to serve on our Board of Directors including Mr. Friedman’s considerablehis extensive experience in accountingbiotechnology and valuable leadership skills as a chief executive officer.skills.
| 66 |
Alon Pinkas joined the Company on December 13, 2010 as a director. Mr. Pinkas served as the Israeli Consul General to New York from 2000 to 2004 and is an internationally respected foreign affairs analyst. Mr. Pinkas currently serves as an Adviser at Tigris Financial Group, a financial services company, and the Rhodium Group, an advisory firm, and as a director for Ormat Industries Limited, B.G.I. Investments (1961) Ltd. and Agri-Invest Ltd. Mr. Pinkas has a B.S. in Political Science from The Hebrew University of Jerusalem and a Masters Degree in Politics from Georgetown University. We believe that Mr. Pinkas possesses specific attributes that qualify him to serve on our Board of Directors including Mr. Pinkas’ considerable experience in foreign affairs. Mr. Pinkas also has substantial leadership and government experience from his service as the Consul General of Israel to New York and as chief of staff to Ministers of Foreign Affairs of Israel.
Chen Schor joined the Company as a director on August 22, 2011. Mr. Schor is a global industry leader with vast experience in biotechnology, medical devices, business development and private equity. Mr. Schor led multiple licensing and M&A transactions valued at over $8 billion with companies such as GlaxoSmithKline, Amgen, Pfizer, Bayer, Merck-Serono and OncoGeneX Pharmaceuticals, and raised significant funds from reputable investors. Mr. Schor has a broad range of experience in multiple therapeutic areas including Neurology, Respiratory, Oncology, Auto-Immune, Genetic Diseases, and Women’s Health. In addition to leading the global business development at Teva Pharmaceuticals, Mr. Schor played a key role in building early stage companies to regulatory approvals, IPOs and M&As. In December 2014,July 2016, Mr. Schor joined resTORbio, Inc and is currently serving as Co-Founder, President, and CEO. From December 2014 to July 2016, Mr. Schor was an officer with Synta Pharmaceuticals Corp., a NASDAQ listed biopharmaceutical company and is currently serving as its President and CEO.company. From October 2012 to December 2014, Mr. Schor served as President and CEO of Novalere, Inc. From March 2009 until September 2011, Mr. Schor served as Vice President of Business Development, global branded products at Teva Pharmaceuticals. Prior to joining Teva, Mr. Schor was Chief Business Officer at Epix Pharmaceuticals, Inc. (formerly known as Predix Pharmaceuticals, Inc.) from December 2003 until March 2009, leading the formation of more than $1.5 billion in collaborations with GlaxoSmithKline, Amgen and additional pharmaceutical companies. Prior to joining Epix, Mr. Schor was a Partner at Yozma Venture Capital from September 1998 until December 2003, managing the fund’s investments in biotechnology and medical device companies. Mr. Schor previously held positions at Arthur Anderson and BDO Consulting, an advisory firm. Mr. Schor holds an M.B.A., a B.A. in Biology, a B.A. in Economics and is a Certified Public Accountant. We believe that Mr. Schor possesses specific attributes that qualify him to serve on our Board of Directors including Mr. Schor’s extensive experience in biotechnology and significant leadership skills from his service as a partner of a venture capital firm.
Dr. Robert Shorr joined the Company in March 2005 as a director. Since 1999, Dr. Shorr has served as Chief Executive Officer and Chief Science Officer of Cornerstone Pharmaceuticals, a biotechnology company. He has also been a member of the Department of Biomedical Engineering at SUNY Stony Brook, where he also serves as Director of Business Development for the University’s Center for Advanced Technology. He has served as trustee at the Tissue Engineering Charities, Imperial College, London. From 1999 until 2005, Dr. Shorr was Vice-President of Science and Technology (CSO) of United Therapeutics, a NASDAQ listed biotechnology company. Prior to 1998, he was Vice President, Research and Development at Enzon, Inc., a NASDAQ listed pharmaceuticals company, and AT Biochem, a pharmaceuticals company, of which he was also founder. Dr. Shorr also served on the Board of Directors of Biological Delivery Systems Inc., a NASDAQ listed company. Dr. Shorr holds both a Ph.D. and a D.I.C. from the University of London, Imperial College of Science and Technology as well as a B.Sc. from SUNY Buffalo. We believe that Dr. Shorr possesses specific attributes that qualify him to serve on our Board of Directors including Dr. Shorr’s extensive experience in biotechnology and valuable leadership skills as a chief executive officer.
Malcolm Taub joined the Company in March 2009 as a director. Since October 2010, Mr. Taub has been a Partner at Davidoff Malito & Hutcher LLP, a full service law and government relations firm. From 2001 to September 30, 2010, Mr. Taub was the Managing Member of Malcolm S. Taub LLP, a law firm which practiced in the areas of commercial litigation, among other practice areas. Mr. Taub also works on art transactions, in the capacity as an attorney and a consultant. Mr. Taub has also served as a principal of a firm which provides consulting services to private companies going public in the United States. Mr. Taub has acted as a consultant to the New York Stock Exchange in its Market Surveillance Department. Mr. Taub acts as a Trustee of The Gateway Schools of New York and The Devereux Glenholme School in Washington, Connecticut. Mr. Taub has served as an adjunct professor at Long Island University, Manhattan Marymount College and New York University Real Estate Institute. Mr. Taub holds a B.A. from Brooklyn College and a J.D. from Brooklyn Law School. Mr. Taub formerly served on the Board of Directors of Safer Shot, Inc. (formerly known as Monumental Marketing Inc.). We believe that Mr. Taub possesses specific attributes that qualify him to serve on our Board of Directors including Mr. Taub’s vast law experience and his demonstrated leadership skills as a managing member of a law firm.
Qualifications of Directors
The Board believes that each director has valuable individual skills and experiences that, taken together, provide the variety and depth of knowledge, judgment and vision necessary for the effective oversight of the Company. As indicated in the foregoing biographies, the directors have extensive experience in a variety of fields, including biotechnology (Drs. Arbel, Almenoff and ShorrPolverino and Mr.Messrs. Araya and Schor), accounting (Mr. Friedman), health care and health policy (Dr. Israeli), foreign affairs (Mr. Pinkas)Schor), business consulting and development (Mr. Yablonka), media (Mr. Yablonka) and law (Mr. Taub), each of which the Board believes provides valuable knowledge about important elements of our business. Most of our directors have leadership experience at major companies or firms with operations inside and outside the United States and/or experience on other companies’ boards, which provides an understanding of ways other companies address various business matters, strategies and issues. As indicated in the foregoing biographies, the directors have each demonstrated significant leadership skills, including as a chiefan executive officer (Drs. Arbel, Almenoff and ShorrPolverino and Mr. Friedman), as the consul general of Israel to New YorkMessrs. Schor, Araya and as chief of staff to Ministers of Foreign Affairs of Israel (Mr. Pinkas), as the director general of a governmental body (Dr. Israeli)Yablonka), as a managing member of a law firm (Mr. Taub), as general manager of a business consulting firm (Mr. Yablonka) or as a partner of a venture capital firm (Mr. Schor). A number of the directors have extensive public policy, government or regulatory experience, including Consul General of Israel, New York (Mr. Pinkas) and Director General of Israel Ministry of Health (Dr. Israeli), which can provide valuable insight into issues faced by companies in regulated industries such as the Company. One of the directors (Dr. Arbel) has served as the President of the Company and one is currently serving as Chief OperatingBusiness Officer (Mr. Yablonka), which service has given each a deep knowledge of the Company and its business and directly relevant management experience. The Board believes that these skills and experiences qualify each individual to serve as a director of the Company.
Certain Arrangements
On August 22, 2011, we entered into an agreement with Chen Schor, which was amended and restated on November 11, 2011 to clarify vesting terms (as amended and restated, the “Executive Director Agreement”) pursuant to which we paypaid $15,000 per quarter to Mr. Schor for his services as an Executive Board Member. In accordance with the terms of the Executive Director Agreement, the Company and Mr. Schor have also entered into an amended and restated Restricted Stock Agreement on November 11, 2011, pursuant to which Mr. Schor received 61,558 shares of our restricted Common Stock under our 2005 U.S. Stock Option and Incentive Plan. The shares vested over 3 years – 20,519 shares on August 22, 2012, 20,519 shares on August 22, 2013 and 20,519 shares on August 22, 2014. On May 3, 2015, we entered into a Restricted Stock Agreement with Mr. Schor, pursuant to which Mr. Schor received a grant of 60,000 shares of our restricted Common Stock under our 2014 Stock Incentive Plan in consideration for Mr. Schor’s ongoing services as an Executive Director of the Company. The shares of restricted stock vestvested as follows: 20,000 on August 22, 2015, 20,000 on August 22, 2016 and 20,000 on August 22, 2017. On February 26, 2017 providedthe Executive Director Agreement was terminated by mutual agreement of Chen Schor and the Company, and the Board approved that Chen Schor will receive the following compensation for his service on the Board: an annual cash award in the amount of $30,000, paid in biannual installments, that Mr. Schor is awill not receive annual director on each such vesting date.awards under the Director Compensation Plan, but in the event that Mr. Schor is notserves as a member of any committee of the Board he will be entitled to any othercommittee compensation for his services as a director.under the Director Compensation Plan.
| 67 |
On June 1, 2015 pursuant to the Company’s First Amendment to the Second Amended and Restated Director Compensation Plan, we granted a stock option to Irit Arbel, the Company’s Chair of the Board of Directors, to purchase up to 6,667 shares of Common Stock at a purchase price of $0.75 per share. TheOn February 26, 2017 pursuant to the Company’s Second Amendment to the Second Amended and Restated Director Compensation Plan, we granted a stock option to Dr. Arbel to purchase up to 6,667 shares of Common Stock at a purchase price of $0.75 per share. On July 13, 2017 pursuant to the Company’s Third Amendment to the Second Amended and Restated Director Compensation Plan, we granted a stock option to Dr. Arbel to purchase up to 12,000 shares of Common Stock at a purchase price of $0.75 per share. Each option was fully vested and exercisable on the date of grant.
Pursuant to a February 26, 2017 resolution of the Board, Dr. Almenoff receives the following compensation for her service on the Board: an annual cash award in the amount of $30,000, paid in biannual installments. Dr. Almenoff will not receive annual director awards under the Director Compensation Plan, but in the event that Dr. Almenoff serves as a member of any committee of the Board she will be entitled to committee compensation under the Director Compensation Plan. Dr. Almenoff has not been appointed to any Board committee at this time.
Pursuant to a February 26, 2017 resolution of the Board, Mr. Araya receives the following compensation for his service on the Board: an annual cash award in the amount of $12,500, paid in biannual installments, and an annual restricted stock award (each, an “Araya Grant”) valued at $12,500 on the date of grant, as determined based on the closing price of the Company’s common stock at the end of normal trading hours on the date of grant, or the previous closing price in the event the grant date does not fall on a business day. The Araya Grant will vest in 12 consecutive, equal monthly installments commencing on the one month anniversary of the date of grant, until fully vested on the first anniversary of the date of grant, provided Mr. Araya remains a director of the Company on each such vesting date. Each Araya Grant will be issued under the Company’s 2014 Stock Incentive Plan (or successor plan thereto, the “Plan”) and be subject to the limitations of the Plan and any SEC or Nasdaq listing requirements and any required stockholder approvals. In no event shall the number of shares issuable in any Araya Grant exceed (i) the limits imposed under NASDAQ or other applicable rules without the receipt of stockholder approval thereof or (ii) the number of available shares available for issuance under the Plan. In the event the number of shares issuable under an Araya Grant is capped as a result thereof, the Company shall use commercially reasonable efforts to seek the requisite stockholder and/or other approvals in connection with the Company’s next annual meeting of stockholders to allow the Company to issue the additional shares. If the Company seeks stockholder approval and fails to receive the requisite approval, then the Company shall have no additional liability to Mr. Araya with respect to the Company’s inability to issue additional shares or options to Mr. Araya. Mr. Araya will not receive annual director awards under the Director Compensation Plan, but in the event that Mr. Araya serves as a member of any committee of the Board he will be entitled to committee compensation under the Director Compensation Plan. Mr. Araya has not been appointed to any Board committee at this time. Mr. Araya will not receive annual director awards under the Director Compensation Plan, but in the event that Mr. Araya serves as a member of any committee of the Board he will be entitled to committee compensation under the Director Compensation Plan. Mr. Araya has not been appointed to any Board committee at this time.
Uri Yablonka serves as the Company’s EVP & Chief Business Officer and is compensated for all services as an officer and director of the Company pursuant to an employment agreement with the Company and related compensation described under “Executive Employment Agreements” in the Executive Compensation section below.
Involvement in Certain Legal Proceedings
None of our directors or executive officers has during the past ten years:
| · | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| · | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
| · | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
| 68 |
| · | been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| · | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| · | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Committees of the Board of Directors
Audit Committee
On February 7, 2008, the Board of Directors established a standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, which assists the Board of Directors in fulfilling its responsibilities to stockholders concerning our financial reporting and internal controls, and facilitates open communication among the Audit Committee, Board of Directors, outside auditors and management. The Audit Committee discusses with management and our outside auditors the financial information developed by us, our systems of internal controls and our audit process. The Audit Committee is solely and directly responsible for appointing, evaluating, retaining and, when necessary, terminating the engagement of the independent auditor. The independent auditors meet with the Audit Committee (both with and without the presence of management) to review and discuss various matters pertaining to the audit, including our financial statements, the report of the independent auditors on the results, scope and terms of their work, and their recommendations concerning the financial practices, controls, procedures and policies employed by us. The Audit Committee preapproves all audit services to be provided to us, whether provided by the principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to us by the independent auditor. The Audit Committee coordinates the Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and code of conduct. The Audit Committee is charged with establishing procedures for (i) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. The Audit Committee reviews all related party transactions on an ongoing basis, and all such transactions must be approved by the Audit Committee. The Audit Committee is authorized, without further action by the Board of Directors, to engage such independent legal, accounting and other advisors as it deems necessary or appropriate to carry out its responsibilities. The Board of Directors has adopted a written charter for the Audit Committee, which is available in the corporate governance section of our website atwww.brainstorm-cell.com. www.brainstorm-cell.com. The Audit Committee currently consists of Mr. FriedmanTaub (Chair), Dr. Arbel and Mr. PinkasSchor each of whom is independent within the meaning of The NASDAQ Marketplace Rules and Rule 10A-3 under the Exchange Act. The Board of Directors has determined that Mr. FriedmanSchor is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Audit Committee held four meetings during the fiscal year ended December 31, 2015.2017.
GNC Committee
On June 27, 2011, the Board of Directors established a standing Governance, Nominating and Compensation Committee (the “GNC Committee”), which assists the Board in fulfilling its responsibilities relating to (i) compensation of the Company’s executive officers, (ii) the director nomination process and (iii) reviewing the Company’s compliance with SEC corporate governance requirements. The Board has adopted a written charter for the GNC Committee, which is available in the corporate governance section of our website atwww.brainstorm-cell.com. The GNC Committee currently consists of Dr. Arbel (Chair), Dr. Shorr and Mr. Taub, each of whom is independent as defined under applicable NasdaqNASDAQ listing standards. The GNC Committee held threesix (6) meetings during the fiscal year ended December 31, 2015.2017.
The GNC Committee determines salaries, incentives and other forms of compensation for the Chief Executive Officer and the executive officers of the Company and reviews and makes recommendations to the Board with respect to director compensation. The GNC Committee meets without the presence of executive officers when approving or deliberating on executive officer compensation, but may invite the Chief Executive Officer to be present during the approval of, or deliberations with respect to, other executive officer compensation. In addition, the GNC Committee administers the Company’s stock incentive compensation and equity-based plans.
| 69 |
The GNC Committee makes recommendations to the Board concerning all facets of the director nominee selection process. Generally, the GNC Committee identifies candidates for director nominees in consultation with management and the independent members of the Board, through the use of search firms or other advisers, through the recommendations submitted by stockholders or through such other methods as the GNC Committee deems to be helpful to identify candidates. Once candidates have been identified, the GNC Committee confirms that the candidates meet the independence requirements and qualifications for director nominees established by the Board. The GNC Committee may gather information about the candidates through interviews, questionnaires, background checks, or any other means that the GNC Committee deems to be helpful in the evaluation process. The GNC Committee meets to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Upon selection of a qualified candidate, the GNC Committee would recommend the candidate for consideration by the full Board.
In considering whether to include any particular candidate in the Board’s slate of recommended director nominees, the Board will consider the candidate’s integrity, education, business acumen, knowledge of the Company’s business and industry, age, experience, diligence, conflicts of interest and the ability to act in the interests of all stockholders. The Board believes that experience as a leader of a business or institution, sound judgment, effective interpersonal and communication skills, strong character and integrity, and expertise in areas relevant to our business are important attributes in maintaining the effectiveness of the Board. As a matter of practice, the Board considers the diversity of the backgrounds and experience of prospective directors as well as their personal characteristics (e.g., gender, ethnicity, age) in evaluating, and making decisions regarding, Board composition, in order to facilitate Board deliberations that reflect a broad range of perspectives. The Board does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. The Company believes that the backgrounds and qualifications of its directors, considered as a group, should provide a significant breadth of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.
Stockholder Nominations
During the fourth quarter of fiscal year 2015,2017, we made no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors, as described in our most recent proxy statement.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our Common Stock (collectively, the “Reporting Persons”), to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from the Reporting Persons, we believe that during the fiscal year ended December 31, 2015;2017 all Reporting Persons complied with the applicable requirements of Section 16(a) of the Exchange Act except for the following:
There are no known failures to file a required Form 3, Form 4 or Form 5.
Code of Ethics
On May 27, 2005, our Board of Directors adopted a Code of Ethics that applies to, among other persons, members of our Board of Directors, officers and employees. A copy of our Code of Ethics is posted on our website atwww.brainstorm-cell.com. We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Ethics applicable to our Principal Executive Officer or our senior financial officers (Principal Financial Officer and Controller or Principal Accounting Officer, or persons performing similar functions) by posting such information on our website.
| Item 11. | EXECUTIVE COMPENSATION. |
Summary Compensation
The following table sets forth certain summary information with respect to the compensation paid during the fiscal years ended December 31, 20152017 and 20142016 earned by our President and Chief Executive Officer, our former Chief Executive Officer, our Chief Financial Officer, our Chief Operating Officer and our Former Chief FinancialBusiness Officer (the “Named Executive Officers”). In the table below, columns required by the regulations of the SEC have been omitted where no information was required to be disclosed under those columns.
| 70 |
Summary Compensation Table
| Option | All Other | |||||||||||||||||||||||
| Salary | Bonus | Awards | Compensation | |||||||||||||||||||||
| Name and Principal Position | Year | ($) | ($) | ($) (1) (2) | ($)(3) | Total ($) | ||||||||||||||||||
| Chaim Lebovits (*) | 2015 | 75,000 | - | 472,000 | (9) | 29,000 | 576,000 | |||||||||||||||||
| President and CEO (4) | 2014 | - | - | - | - | - | ||||||||||||||||||
| Tony Fiorino | 2015 | 279,000 | - | (10 | ) | 54,000 | 333,000 | |||||||||||||||||
| Former CEO (5) | 2014 | 154,000 | - | 1,494,000 | (10) | 35,000 | 1,683,000 | |||||||||||||||||
| Yoram Bibring, Chief Financial Officer (6) | 2015 | 94,000 | - | 194,000 | (11) | 16,000 | 304,000 | |||||||||||||||||
| Uri Yablonka (*) Chief Operating Officer (7) | 2015 | 99,000 | - | 33,000 | (12) | 51,000 | 183,000 | |||||||||||||||||
| 2014 | 60,000 | - | 97,411 | (13) | 27,000 | 184,411 | ||||||||||||||||||
| Liat Sossover(*)(8) | 2015 | 49,000 | - | - | 46,000 | 95,000 | ||||||||||||||||||
| Former Chief Financial Officer | 2014 | 107,000 | - | - | 67,000 | 174,000 | ||||||||||||||||||
| Option and Stock | All Other | |||||||||||||||||||||||
| Salary | Bonus | Awards | Compensation | |||||||||||||||||||||
| Name and Principal Position | Year | ($) | ($) | ($) (1) (2) | ($)(3) | Total ($) | ||||||||||||||||||
| Chaim Lebovits (*) | 2017 | 391,250 | 250,000 | (4) | 193,500 | (5) | 170,600 | 1,005,350 | ||||||||||||||||
| President and CEO (6) | 2016 | 282,500 | 141,250 | (7) | - | 130,000 | 553,750 | |||||||||||||||||
| Ralph Kern, Chief Operating Officer (8) | 2017 | 417,000 | - | 200,000 | (9) | 59,000 | 676,000 | |||||||||||||||||
| 2016 | - | - | - | - | ||||||||||||||||||||
| Uri Yablonka(*),Executive Vice President, Chief Business Officer (10) | 2017 | 122,000 | - | 73,500 | (11) | 62,000 | 257,500 | |||||||||||||||||
| 2016 | 100,000 | - | 27,000 | (12) | 53,000 | 180,000 | ||||||||||||||||||
(*) These Named Executive Officers were paid in NIS; the amounts above are the U.S. dollar equivalent. The conversion rate used was the average of the end of month’s rate2017 daily rates between the U.S. dollar and the NIS as published by the Bank of Israel, the central bank of Israel.
(1) The amounts shown in the “Option and Stock Awards” column represent the aggregate grant date fair value of awards computed in accordance with ASC 718, not the actual amounts paid to or realized by the Named Executive Officer during fiscal 20152017 and fiscal 2014.2016. ASC 718 fair value amount as of the grant date for stock options generally is spread over the number of months of service required for the grant to vest.
(2) The fair value of each stock option award is estimated as of the date of grant using the Black-Scholes valuation model. Additional information regarding the assumptions used to estimate the fair value of all stock option awards is included in Note(7)(B)(2)(a)Note 10 to Consolidated Financial Statements.
(3) Includes management insurance (which includes pension, disability insurance and severance pay), payments towards such employee’s education fund, Israeli social security and amounts paid for use of a Company car and cellular phone.car. Each Named Executive Officer also receives gross-up payments for the taxes on these benefits.
(4) On August 1, 2013,In July 2017, the Company appointed Chaim Lebovits, the President of the Company, as its Principal Executive Officer, and to assume the duties and responsibilities of the Chief Executive Officer on an interim basis while the Company searched for a new Chief Executive Officer.paid Mr. Lebovits was not compensated for these services.a discretionary cash bonus payment of $250,000 in recognition of his contributions to the Company’s performance in fiscal year 2017.
(5) On July 26, 2017 Mr. Lebovits ceased serving as interim CEO upon the appointmentreceived a grant of Dr. Fiorino on June 9, 2014.an option to purchase up to 41,580 shares of Common Stock at an exercise price of $4.81 per share, and a grant of 31,185 shares of restricted Common Stock.
(6) On September 22, 2015, the Company appointed Chaim Lebovits as its Chief Executive Officer.
(5) Dr. Fiorino served as(7) On December 5, 2016, the Company paid Mr. Lebovits a discretionary cash bonus payment of $141,250 in recognition of his contributions to the Company’s Chief Executive Officer from June 9, 2014 until September 22, 2015.performance in fiscal year 2016.
(8) Dr. Fiorino currently serves as the Company’s Chief Medical Advisor.
(6) Mr. Bibring joinedKern’s employment with the Company as its Chief Financial Officerbegan on July 30, 2015.
(7) Mr. Yablonka joined the Company as its Chief Operating Officer and director on JuneMarch 6, 2014.
(8) Ms. Sossover served as the Company’s Chief Financial Officer from June 2010 until May 13, 2015.2017.
(9) On September 28, 2015, the Company granted to its newly appointed Chief Executive OfficerMarch 6, 2017 Dr. Kern received a grant of an option to purchase 369,619up to 47,847 shares of Common Stock at an exercise price of $2.45$4.18 per share. The option will vest through August 28, 2016. A portionshare, and a grant of this option representing 83,78135,885 shares of restricted Common Stock may not be exercised until the stockholders ofStock.
(10) Mr. Yablonka’s employment with the Company approve a further increase in the number of Common Stock that are reserved for issuance under the Company’s 2014 Global Share Option Plan. This portion of the option will be accounted for as granted if and when the approval is obtained.began on June 6, 2014.
(10)(11) On November 10, 2015, the Company and Dr. Fiorino agreed that the unvested portion of his stock options as of October 30, 2015 (to purchase 253,333 shares) would be forfeited and that the vested portion of his stock options (to purchase 126,667 shares) will terminate on September 30, 2016.
(11) On July 30, 2015, the Company’s newly appointed Chief Financial Officer was granted an option to purchase 165,000 shares of Common Stock at an exercise price of $3.17 per share. The option will vest over 3 years. On December 15, 2015, the Company and Mr. Bibring agreed to amend the option to cancel half of the grant. The 82,500 remaining options continue to vest and become exercisable in accordance with the terms of the original grant. All other terms of the option agreement remain unchanged.
(12) On August 27, 2015,2017, Mr. Yablonka received a grant of 13,333 stock options at an exercise price of $0.75 per share for his service as a director of the Company.
(13)share. On June 6, 2014, the GNC Committee approvedJuly 13, 2017 he received a grant of 33,333 stock options to5,543 shares of Common Stock.
(12) On June 22, 2016, Mr. Yablonka at an exercise price of $2.70 per share. Mr. Yablonka also received a grant of 13,333 stock options at an exercise price of $0.75 per share on August 15, 2014 for his service as a director of the Company.share.
Executive Employment Agreements
Chaim Lebovits
On September 22,28, 2015, the Company appointed Chaim Lebovits, as itsthe Company’s Chief Executive Officer. On September 28, 2015,Officer and President, and the Company’s wholly owned subsidiary Brainstorm Cell Therapeutics Ltd. (the “Subsidiary”) and Chaim Lebovits, entered into an employment agreement, which sets forthwas amended July 26, 2017 (as amended, the terms of Mr. Lebovits’s employment (the “Lebovits Employment Agreement”). Pursuant to the Lebovits Employment Agreement, Chaim Lebovits will beis paid a salary at the annual rate of $282,500.$500,000 (the “Base Salary”). Mr. Lebovits will also receivereceives other benefits that are generally made available to the Subsidiary’s employees. In addition, he will beis provided with a cellular phone and a company car, with all costs including taxes borne by the Subsidiary.
| 71 |
Pursuant to the Lebovits Employment Agreement, Mr. Lebovits also was granted a stock option (the “Grant”)under the Company’s 2014 Global Share Option Plan on September 28, 2015 (the “Grant Date”) for the purchase of up to 369,619 shares of the Company’s Common Stock at a per share exercise price equal to the closing price of the Company’s Common Stock (during normal trading hours) on the date of grant. Subject to Mr. Lebovits’ continued service with the Company through the applicable vesting dates, the Grant will vest$2.45, which grant is fully vested and become exercisable in 12 consecutive equal monthly installments starting with the Grant Date,and shall be exercisable for a period of two years after termination of employment,employment. Pursuant to the Lebovits Employment Agreement, Mr. Lebovits was granted on July 26, 2017, and shall vest and become exercisablewill also be eligible to receive in full 10 days priorthe future, an annual cash bonus equal to a change50% of controlhis base salary, subject to his satisfaction of pre-established performance goals to be mutually agreed upon by the Board of Directors of the Company ifand Mr. Lebovits. Performance shall be evaluated through a performance management framework and a bonus range based on the Granttarget bonus.
Pursuant to the Lebovits Employment Agreement, Mr. Lebovits received on July 26, 2017, and is not assumed by the acquirer. The Grant was issuedentitled to receive on each anniversary thereafter (provided he remains Chief Executive Officer), a grant of restricted stock under the Company’s 2014 Global Share Option Plan. NotwithstandingPlan (or any successor or other equity plan then maintained by the foregoing,Company) comprised of a portion of this option representing 83,781 shares of Common Stock may not be exercised until the stockholders of the Company approve a further increase in the number of shares of Common Stock with a fair market value (determined based on the price of the Common Stock at the end of normal trading hours on the business day immediately preceding the Effective Date according to Nasdaq) equal to 30% of Mr. Lebovits’ Base Salary. Each grant shall vest as to twenty-five percent (25%) of the award on each of the first, second, third and fourth anniversary of the date of grant, provided Mr. Lebovits remains continuously employed by the Company from the date of grant through each applicable vesting date. Each grant shall be subject to accelerated vesting upon a Change of Control (as defined in the Lebovits Employment Agreement) of the Company. In the event of Mr. Lebovits’ termination of employment, any portion of a grant that are reserved for issuanceis not yet vested (after taking into account any accelerated vesting) shall automatically be immediately forfeited to the Company, without the payment of any consideration to Mr. Lebovits.
Pursuant to the Lebovits Employment Agreement, on July 26, 2017, Mr. Lebovits also received a fully vested and exercisable option (the “Option”) under the Company’s 2014 Global Share Option Plan. This portionPlan to purchase up to 41,580 shares of Common Stock, which shall remain exercisable until the 2nd anniversary of the option will be accounted for as granted if and whendate of grant, regardless of whether Mr. Lebovits remains employed by the approvalCompany. The exercise price per share is obtained.
Yoram Bibring$4.81.
The Lebovits Employment Agreement contains termination provisions, pursuant to which if the Company appointed Yoram Bibringterminates the Employment Agreement or Mr. Lebovits’ employment without Cause (as defined in the agreement) or if Mr. Lebovits terminates the employment agreement or his employment thereunder with Good Reason (as defined in the agreement), the Company shall: (i) within 90 days pay Mr. Lebovits, as itsseverance pay, a lump sum equal to six (6) months of Base Salary (which shall increase to nine (9) months after July 26, 2019 and twelve (12) months after July 26, 2020) (provided Mr. Lebovits is actively employed by the Company on such dates) (the “Payment Period”); (ii) pay Mr. Lebovits within 30 days of his termination of employment any bonus compensation that Mr. Lebovits would be entitled to receive during the Payment Period in the absence of his termination without Cause or for Good Reason; (iii) immediately vest such number of equity or equity based awards that would have vested during the six (6) months following the date of termination of employment; and (iv) shall continue to provide to Mr. Lebovits health insurance benefits during the Payment Period, unless otherwise provided by a subsequent employer. The foregoing severance payments are conditional upon Mr. Lebovits executing a waiver and release in favor of the Company in a form reasonably acceptable to the Company.
Dr. Ralph Kern
On February 28, 2017, the Company and Dr. Ralph Kern entered into an employment agreement, effective March 6, 2017, which sets forth the terms of Dr. Kern’s employment (as amended by Amendment No. 1 dated March 3, 2017, the “Agreement”). Pursuant to the Agreement, Dr. Kern is paid an annual salary of $500,000 (the “Base Salary”), which may be increased (but not decreased) at the sole discretion of the Board of Directors of the Company. Dr. Kern will also be eligible to receive an annual cash bonus equal to 30% of his base salary, subject to his satisfaction of pre-established performance goals to be mutually agreed upon by the Board and Dr. Kern. Performance shall be evaluated through a performance management framework and a bonus range based on the target bonus. Dr. Kern will also receive other benefits that are generally made available to the Company’s employees.
Pursuant to the Agreement, Dr. Kern received on March 6, 2017, and is entitled to receive on each anniversary thereafter (provided he remains employed by the Company), a grant of restricted stock under the Company’s 2014 Stock Incentive Plan (or any successor or other equity plan then maintained by the Company) comprised of a number of shares of common stock of the Company, $0.00005 par value (“Common Stock”) with a fair market value (determined based on the price of the Common Stock at the end of normal trading hours on the business day immediately preceding March 6, 2017 according to Nasdaq) equal to 30% of Dr. Kern’s Base Salary. Each equity grant shall vest as to twenty-five percent (25%) of the award on each of the first, second, third and fourth anniversary of the date of grant, provided Dr. Kern remains continuously employed by the Company from the date of grant through each applicable vesting date. Each equity grant shall be subject to accelerated vesting upon a Change of Control (as defined in the Agreement) of the Company. In the event of Dr. Kern’s termination of employment, any portion of an equity grant that is not yet vested (after taking into account any accelerated vesting) shall automatically be immediately forfeited to the Company, without the payment of any consideration to Dr. Kern.
| 72 |
Pursuant to the Agreement, on March 6, 2017, Dr. Kern also received an option under the Company’s 2014 Stock Incentive Plan to purchase up to 47,847 shares of Common Stock with an exercise price per share of $4.18. The option was fully vested and exercisable and shall remain exercisable until the 2nd anniversary of the date of grant, regardless of whether Dr. Kern remains employed by the Company.
The Agreement contains termination provisions, pursuant to which if the Company terminates the Agreement or Dr. Kern’s employment without Cause (as defined in the Agreement) or if Dr. Kern terminates the Agreement or his employment thereunder with Good Reason (as defined in the Agreement), the Company shall: (i) within 90 days pay Dr. Kern, as severance pay, a lump sum equal to six (6) months of Base Salary (which shall increase to nine (9) months after the second anniversary of March 6, 2017 and twelve (12) months after the third anniversary of March 6, 2017) (provided Dr. Kern is actively employed by the Company on such dates) (the “Payment Period”); (ii) pay Dr. Kern within 30 days of his termination of employment any bonus compensation that Dr. Kern would be entitled to receive during the Payment Period in the absence of his termination without Cause or for Good Reason; (iii) immediately vest such number of equity or equity based awards that would have vested during the six (6) months following the date of termination of employment; and (iv) shall continue to provide to Dr. Kern health insurance benefits during the Payment Period, unless otherwise provided by a subsequent employer. The foregoing severance payments are conditional upon Dr. Kern executing a waiver and release in favor of the Company in a form reasonably acceptable to the Company.
Eyal Rubin
On October 31, 2017, the Subsidiary and Eyal Rubin, the Company’s EVP and Chief Financial Officer, and Treasurer, effective July 30, 2015. On July 30, 2015, the Company and Yoram Bibring entered into an employment agreement which sets forth the terms of Mr. Bibring’sRubin’s employment, starting on November 20, 2017 (the “Bibring Employment Agreement”“Commencement Date”). Pursuant to the Bibring Employment Agreement, Yoram Bibring wasemployment agreement, Eyal Rubin is paid a gross monthly salary at theof NIS 59,000 (approximately $17,000 per month), and is entitled to an annual ratecash bonus equal to 25% of $225,000.his annual base salary, paid pro-rata on a quarterly basis. Mr. BibringRubin also receives other benefits that are generally made available to the Company’sSubsidiary’s employees. The Employment Agreementemployment agreement provides that if within twelve months after a Change of Controlthe Subsidiary terminates the employment agreement or Mr. Rubin’s employment without Cause (as defined in the Bibring Employment Agreement), Mr. Bibring’s employment is terminated for any reason other than for cause, disability or death, or by Mr. Bibring due to a Change of Control Termination (as defined in the Bibring Employment Agreement)agreement), the CompanySubsidiary shall pay Mr. BibringRubin, as a paymentspecial severance pay, an amount equal to six (6) months of his targetthen-current salary, as well as any portion of the bonus compensation forthat Mr. Rubin would otherwise be entitled to receive during the year in which the Change of Control occurs, and his base salary for twelve monthssix (6) month period following the datetermination if his employment would not have been terminated, subject to execution of such termination.
Mr. Bibring also was granted a stock option (the “Bibring Grant”) on July 30, 2015 for the purchase of 165,000 shares of the Company’s Common Stock at an exercise price equal to $3.17 per share. Subject to Mr. Bibring’s continued service with the Company through the applicable vesting dates, the Initial Grant will vestfull and become exercisable as to 25% of the Shares on the first anniversary of the Grant Date (the “Initial Vesting Date”)general waiver and the remainder of the Shares will vest and become exercisable in equal monthly installments on each of the 36 monthly anniversaries following the Initial Vesting Date, and shall vest and become exercisable in full immediately prior to a Change of Control (as defined in the Bibring Employment Agreement). The Bibring Grant was issued outside of the Company’s 2014 Stock Incentive Plan as an employment inducement grant.release.
On November 16, 2015,20, 2017, the Company and Yoram Bibring entered into a First Amendmentgranted to Employment Agreement with effectMr. Rubin 25,000 shares of restricted Common Stock under the Company’s 2014 Global Share Option Plan, which shall vest as to 100% of the award on April 1, 2018, provided Mr. Rubin remains continuously employed by the Subsidiary from Decemberthe date of grant through the vesting date. In the event of Mr. Rubin’s termination of employment prior to April 1, 2015 (the "Bibring Amendment"), amending2018, the Bibring Employment Agreement.
Pursuantrestricted stock grant shall automatically be immediately forfeited in its entirety to the Bibring Amendment,Company, without the payment of any consideration to Mr. Bibring serves as the Company’s Chief Financial Officer on a half-time basis beginning on December 1, 2015. Starting December 1, 2015, the Company pays Mr. Bibring an amount equal to 50% of his previous base salary. As of December 1, 2015, the Bibring Grant was amended such that 82,500 shares were cancelled. The 82,500 remaining options continue to vest and become exercisable in accordance with the terms of the Bibring Grant: 20,625 shares vest and become exercisable on July 30, 2016 and 2.08333% of the 82,500 shares vest and become exercisable on each monthly anniversary date starting on August 30, 2016 through the fourth anniversary of the grant, so that the 82,500 shares will become fully vested and exercisable on July 30, 2019. Mr. Bibring’s vacation was amended to 80 hours per year.Rubin.
Uri Yablonka
OnUri Yablonka, the Company’s Executive Vice President, Chief Business Officer and director, is party to a June 6, 2014 the Company appointed Uri Yablonka as its Chief Operating Officer and director, effective June 6, 2014. On June 6, 2014, the Israeli Subsidiary and Uri Yablonka entered into an employment agreement with the Subsidiary, which sets forth the terms of Mr. Yablonka’s employment.was amendedJuly 26, 2017. Pursuant to the agreement, Uri Yablonka will beis paid a monthly salary of 31,90041,000 NIS (approximately $8,200)$11,800 per month). Mr. Yablonka will also receivereceives other benefits that are generally made available to the Company’s employees, including pension and education fund benefits. The Company will provideprovides Mr. Yablonka with a Company car and cellular phone, and a gross-up payment for any taxes relating thereto. Pursuant to the agreement, Mr. Yablonka also was granted a stock option on June 6, 2014 under the Company’s Amended and Restated 2004 Global Share Option Plan (the “Global Plan”) for the purchase of 33,333 shares of the Company’s Common Stock, which was fully vested and exercisable upon grant. The exercise price for the grant is $2.70 per share. In addition, the Company agreed to grant Mr. Yablonka a stock option under the Global Plan (or the applicable successor option plan) for the purchase of up to 13,333 shares of Common Stock (subject to appropriate adjustment in the case of stock splits, reverse stock splits and the like) of the Company on the first business day after each annual meeting of stockholders (or special meeting in lieu thereof) of the Company beginning with the 2014 annual meeting, and provided that Mr. Yablonka remains an employee of the Company on each such date. The exercise price per share of the Common Stock subject to each additional option shall be equal to $0.75 (subject to appropriate adjustment in the case of stock splits, reverse stock splits and the like, or changes to the Israeli Annual Option Award under the Company’s Director Compensation Plan as amended from time to time). Each additional option will vestvests and becomebecomes exercisable on each monthly anniversary date as to 1/12th the number of shares subject to the option, over a period of twelve months from the date of grant, such that each additional option will be fully vested and exercisable on the first anniversary of the date of grant, provided that Mr. Yablonka remains an employee of the Company on each such vesting date.
Tony Fiorino In addition, Mr. Yablonka was granted 5,543 shares of Common Stock under the 2014 Global Plan on July 13, 2017.
On June 9, 2014, the Company appointed Tony Fiorino, M.D., Ph.D. as its Chief Executive Officer, effective June 9, 2014. On June 9, 2014, the Company and Dr. Fiorino entered into an employment agreement which set forth the terms of Dr. Fiorino’s employment. Pursuant to the agreement, Dr. Fiorino was paid an initial annual salary of $275,000, to be increased annually by no less than $7,500 per year. Dr. Fiorino also was granted a stock option on June 9, 2014 for the purchase of 380,000 shares of the Company’s Common Stock, to vest and become exercisable as to 25% of the shares on the first anniversary of the grant date and the remainder of the shares to vest and become exercisable in equal monthly installments on each of the 36 monthly anniversaries following the initial vesting date. The exercise price for the grant is $4.50 per share.
| 73 |
On September 22, 2015 Dr. Fiorino ceased to serve as Chief Executive Officer of the Company. Dr. Fiorino had served as the Company Chief Executive Officer since June 9, 2014.
Effective November 1, 2015, the Company appointed Anthony Fiorino, M.D., Ph.D. as its Chief Medical Advisor. In connection with the appointment, on November 10, 2015 the Company and Dr. Fiorino entered into a First Amendment to Employment Agreement with effect from October 30, 2015 (the "Fiorino Amendment"), amending the Employment Agreement dated as of June 9, 2014 between the Company and Dr. Fiorino (the “Fiorino Employment Agreement”).
Pursuant to the Fiorino Amendment, Dr. Fiorino commenced serving as the Company’s Chief Medical Advisor beginning on November 1, 2015. From November 1, 2015 through April 30, 2016, the Company shall continue to pay Dr. Fiorino an amount equal to his current base salary. Any Company stock options issued to Dr. Fiorino that were unvested as of October 30, 2015 were terminated. All stock options that were unvested as of October 30, 2015 shall remain exercisable through and including September 30, 2016. For Chief Medical Advisor services in excess of twenty (20) hours per week during the period from October 31, 2015 to April 30, 2016, the Company shall additionally compensate Dr. Fiorino at the rate of $150.00 per hour. For Chief Medical Advisor services after April 30, 2016, the Company shall compensate Dr. Fiorino at the rate of $250.00 per hour. In addition the Company agreed to reimburse Dr. Fiorino’s reasonable expenses relating to Company services. Payments and continued exercisability of options are subject to the execution and delivery to the Company of a release of claims by Dr. Fiorino. No additional severance or termination payment will be owed by the Company upon termination of the Fiorino Employment Agreement as modified by the Fiorino Amendment.
Liat Sossover
Pursuant to her employment agreement dated June 23, 2010, Ms. Sossover, the Company’s former Chief Financial Officer was entitled to a monthly salary of 31,900 NIS (approximately $8,200) per month. On May 13, 2015, the Company entered into a Separation Agreement with Ms. Sossover, pursuant to which her employment with the Company ended June 30, 2015, and all Company stock options previously issued to Ms. Sossover and outstanding ceased to further vest after June 30, 2015 but such options, to the extent already vested on June 30, 2015, continued to be outstanding and exercisable until December 31, 2015. Ms. Sossover previously had received the following grants: (1) on August 1, 2012, Ms. Sossover was granted an option to purchase 4,000 shares of our Common Stock at a price per share of $3.90. Such option became fully vested and exercisable in 12 equal monthly installments; and (2) on December 31, 2013, Ms. Sossover was granted an option to purchase 6,666 shares of our Common Stock at a price per share of $2.70. Such option vested and became exercisable as to 1/3 of the shares subject to the option on December 31, 2014 and the remainder of the shares subject to the option vest and become exercisable over the following 24 months in equal installments.
Ms. Sossover’s role as Chief Financial Officer and Treasurer and all other officer positions with the Company and its affiliates was terminated effective upon execution of the Separation Agreement. Ms. Sossover’s departure was not the result of any disagreement with the Company regarding its operations, policies, practices or related matters.
Alla Patlis
On May 13, 2015, the Company appointed its Controller, Alla Patlis, as its Interim Chief Financial Officer, which she served as until July 30, 2015. In connection with her appointment as Interim Chief Financial Officer of the Company, Ms. Patlis’ employment agreement was amended to increase her salary to NIS 20,000 (approximately U.S. $5,200) per month, effective March 1, 2015.
Terms of Option Awards
Stock option grants to the Named Executive Officers are described in the summaries of their executive employment agreements above and incorporated herein. Unless otherwise stated, option grants issued to Named Executive Officers prior to August 14, 2014 were made pursuant to the Company’s 2004 Global Share Option Plan and grants issued to Named Executive Officers on or after August 14, 2014 were made pursuant to the Company’s 2014 Global Share Option Plan, and expire on the tenth anniversary of the grant date.
Outstanding Equity Awards
The following table sets forth information regarding equity awards granted to the Named Executive Officers that are outstanding as of December 31, 2015.2017. In the table below, columns required by the regulations of the SEC have been omitted where no information was required to be disclosed under those columns.
Outstanding Equity Awards at December 31, 20152017
| Option Awards | Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | ||||||||||||||||||||||||||||
| Chaim Lebovits | 123,206 | 246,413 | (1) | 2.45 | 9/28/2025 | 369,619 | - | 2.45 | 9/28/2025 | 31,185 | (2) | 122,245 | ||||||||||||||||||||||||||
| Tony Fiorono | 126,667 | (2) | - | 4.50 | 9/30/2016 | |||||||||||||||||||||||||||||||||
| Yoram Bibring | - | 82,500 | (3) | 3.17 | 7/29/2025 | |||||||||||||||||||||||||||||||||
| 41,580 | - | 4.81 | 7/26/2019 | |||||||||||||||||||||||||||||||||||
| Uri Yablonka | 33,333 | - | 2.70 | 6/6/2024 | 33,333 | - | 2.70 | 6/6/2024 | ||||||||||||||||||||||||||||||
| 13,333 | - | 0.75 | 8/15/2024 | 13,333 | - | 0.75 | 8/15/2024 | |||||||||||||||||||||||||||||||
| 4,444 | 8,889 | (4) | 0.75 | 8/27/2025 | 13,333 | - | 0.75 | 8/27/2025 | ||||||||||||||||||||||||||||||
| Liat Sossover | - | - | - | - | ||||||||||||||||||||||||||||||||||
| 13,333 | 0.75 | 6/22/2026 | ||||||||||||||||||||||||||||||||||||
| 1,111 | 12,222 | (3) | 0.75 | 11/10/2027 | ||||||||||||||||||||||||||||||||||
| Ralph Kern | 47,847 | - | 4.18 | 3/6/2019 | 35,885 | (4) | 140,670 | |||||||||||||||||||||||||||||||
| (1) |
| (2) |
| (3) | Options for the purchase of |
| (4) | Restricted stock award vests 25% on each of the 1st, 2nd,3rd and 4th anniversary of date of grant (March 6, 2017), provided that Ralph Kern remains continuously employed by the Company from the date of grant through each applicable vesting date. |
Stock Incentive Plans
In November 2004 and February 2005,During the Board of Directors adopted and ratifiedfiscal year ended December 31, 2017, the Company had outstanding awards for stock options under four plans: (i) the 2004 Global ShareStock Option Plan (as amended,and the “PriorIsraeli Appendix thereto (the “2004 Global Plan”) and(ii) the 2005 U.S. Stock Option and Incentive Plan (as amended,(the “2005 U.S. Plan,” and together with the 2004 Global Plan, the “Prior Plans”); (iii) the 2014 Global Share Option Plan and the Israeli Appendix thereto (which applies solely to participants who are residents of Israel) (the “2014 Global Plan”); and (iv) the 2014 Stock Incentive Plan (the “2014 U.S. Plan” and together with the Prior2014 Global Plan, the “Prior Plans”), respectively,2014 Plans).
The 2004 Global Plan and further approved the reservation of 609,564 shares of our Common Stock for issuance thereunder. Our stockholders approved the Prior Plans2005 U.S. Plan expired on November 25, 2014 and the shares reserved for issuance thereunder at a special meeting of stockholders that was held on March 28, 2005.
On April 28, 2008, the Board approved the amendment and restatement of the Prior Plans to increase the number of shares available for issuance2015, respectively. Grants that were made under the Prior Plans by an additional 333,333 shares. Our stockholders approved the amendment and restatement of the Prior Plans on June 5, 2008.
On April 21, 2011, the Board approved another amendment and restatement of the Prior Plansremain outstanding pursuant to increase the number of shares available for issuance under the Prior Plans by an additional 333,333 shares. Our stockholders approved the amendment and restatement of the Prior Plans on June 10, 2011.
On May 6, 2012, the Board approved another amendment and restatement of the Prior Plans to increase the number of shares available for issuance under the Prior Plans by an additional 600,000 shares. Our stockholders approved the amendment and restatement of the Prior Plans on June 12, 2012.
At thetheir terms. The 2014 Annual Meeting of Stockholders of the Company on August 14, 2014, the Company’s stockholders approved the Company’s 2014 Stock Incentive Plan and the Company’s 2014 Global Share Option Plan (together, the “Plans”). The Plans were approved by the Company’s Board of Directors on July 9, 2014, subject to the approval of the Company’s stockholders and became effective upon the stockholders’ approval on August 14, 2014. On October 30, 2014 the Governance, Nominating and Compensation Committee of the Board of Directors of(at which time the Company approved (i) forms of Incentive Stock Option Agreement, Nonstatutory Stock Option Agreement and Restricted Stock Agreement, each under the Company’s 2014 Stock Incentive Plan, and (ii) a form of Option Agreement under the Company’s 2014 Global Share Option Plan.
The Company may issue upceased to 600,000 shares (subject to adjustment for certain changes in the Company’s capitalization) of Common Stock, which pool shall be shared between the Plans, and, accordingly, shares issued pursuant to awards issued under either Plan shall reduce the number of shares available for issuance under the other Plan.
Starting August 14, 2014, we no longer issue awards under each of the Prior Plans; however,2005 U.S. Plan and 2004 Global Plan) and amended on June 21, 2016. Unless otherwise stated, option grants that were made prior to August 14, 2014 were made pursuant to the Company’s Prior Plans, and grants issued on or after August 14, 2014 were made pursuant to the Company’s 2014 Plans, and expire on the tenth anniversary of the grant date.
| 74 |
The 2014 Plans have a shared pool of 2,200,000 shares of common stock available for issuance. The exercise price of the options granted under the Prior2014 Plans will remain outstanding pursuant to their terms.
Undermay not be less than the nominal value of the shares into which such options are exercised. Any options under the 2014 Global Share Option Plan, we granted a total of 148,000 options with $0.75 exercise prices to directors of the Company; 285,838 options with $2.45 exercise price were issued to CEO of the Company in September 2015 and 27,411 shares were issued to consultants. Under the 2014 Stock Incentive Plan (the “U.S. Plan”), we issued an additional 138,751 shares of restricted stock and options to directors, Advisory Board members and legal advisor. As of December 31, 2015, there were 0 sharesPlans that are canceled or forfeited before expiration become available for issuance under the Plans.future grants.
Compensation of Directors
The following table sets forth certain summary information with respect to the compensation paid during the fiscal year ended December 31, 20152017 earned by each of the directors of the Company. In the table below, columns required by the regulations of the SEC have been omitted where no information was required to be disclosed under those columns.
Director Compensation Table for Fiscal 20152017
| Fees | Option | Fees | Option | |||||||||||||||||||||||||||||
| Earned or | Stock | Awards | Earned or | Stock | Awards | |||||||||||||||||||||||||||
| Paid in | Awards | ($) | Total | Paid in | Awards | ($) | Total | |||||||||||||||||||||||||
| Name | Cash ($) | ($)(1) | (1)(2) | ($) | Cash ($) | ($)(1) | (1)(2) | ($) | ||||||||||||||||||||||||
| Dr. Irit Arbel | — | — | 81,925 | (3) | 81,925 | — | — | 163,880 | (3) | 163,880 | ||||||||||||||||||||||
| Mr. Mordechai Friedman | — | — | 40,960 | (4) | 40,960 | |||||||||||||||||||||||||||
| Mr. Alon Pinkas | — | — | 37,682 | (5) | 37,682 | |||||||||||||||||||||||||||
| Dr. June S. Almenoff | 25,000 | (4) | — | 25,000 | ||||||||||||||||||||||||||||
| Arturo O. Araya | 10,417 | (5) | 12,500 | (6) | 22,917 | |||||||||||||||||||||||||||
| Mordechai Friedman | — | — | — | (7) | — | |||||||||||||||||||||||||||
| Alon Pinkas | — | — | — | (8) | — | |||||||||||||||||||||||||||
| Mr. Chen Schor | 60,000 | (6) | 220,800 | (7) | — | 280,800 | 32,500 | (9) | 8,180 | (10) | — | 40,680 | ||||||||||||||||||||
| Dr. Robert Shorr | — | 25,131 | (8) | — | 25,131 | — | 35,444 | (11) | — | 35,444 | ||||||||||||||||||||||
| Mr. Malcolm Taub | — | 25,131 | (9) | — | 25,131 | — | 49,080 | (12) | — | 49,080 | ||||||||||||||||||||||
(1) The amounts shown in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of awards computed in accordance with ASC 718, not the actual amounts paid to or realized by the directors during fiscal 2015.2017.
(2) The fair value of each stock option award is estimated as of the date of grant using the Black-Scholes valuation model. Additional information regarding the assumptions used to estimate the fair value of all stock option awards is included in Note(7)(B)(2)(a)Note 10 – Share-based compensation to employees and to directors to Consolidated Financial Statements.
(3) At December 31, 2015,2017, Dr. Arbel had options (vested and unvested) to purchase 140,552196,553 shares of Common Stock.
(4) Represents amounts paid to Dr. Almenoff for services as a director.
(5) Represents amounts paid to Mr. Araya for services as a director.
(6) At December 31, 2015,2017, Mr. Araya had 502 shares of unvested restricted Common Stock.
(7) At December 31, 2017, Mr. Friedman had options (vested and unvested) to purchase 59,44333,332 shares of Common Stock.
(5)(8) At December 31, 2015,2017, Mr. Pinkas had no options (vested andor unvested) to purchase 59,998 shares of Common Stock.
(6)(9) Represents the amount paid to Mr. Schor pursuant to the Executive Director Agreement for his services as a director and consultant.
(7)(10) At December 31, 2015,2017, Mr. Schor had 40,0001,834 shares of unvested restricted Common Stock.
(8)(11) At December 31, 2015, Mr.2017, Dr. Shorr had 5,7787,944 shares of unvested restricted Common Stock.
(9)(12) At December 31, 2015,2017, Mr. Taub had 5,77811,000 shares of unvested restricted Common Stock.
OnDirector Compensation Plan
We review the level of compensation of our non-employee directors on a periodic basis. To determine how appropriate the current level of compensation for our non-employee directors is, we have historically obtained data from a number of different sources, including publicly available data describing director compensation in peer companies and survey data collected by an independent compensation consultant. Those of our directors who are not employees of Brainstorm receive compensation for their services as directors as follows:
| 75 |
The Company’s Second Amended and Restated Director Compensation Plan was approved July 9, 2014 and amended on April 29, 2015, February 26, 2017 and July 13, 2017 (as amended, the Board voted to amend and restate the Company’s non-employee director compensation plan (the “Amended Director“Director Compensation Plan”) to increase. Under the annual award to non-U.S. directors to a nonqualified stock option to purchase 13,333 shares of Common Stock with an exercise price of $0.75 per share and to clarify the terms of committee member grants. Pursuant to the Amended Director Compensation Plan, every non-employee director of the Company, other than Chen Schor, is eligible to participate in the Amended Director Compensation Plan. Eacheach eligible director is granted an annual award immediately following each annual meeting of stockholders beginning with the 2014 annual meeting. For non-U.S. directors, this annual award consists of a nonqualified stock option to purchase 13,333 shares of Common Stock. For U.S. directors, at their option, this annual award is either (i) a nonqualified stock option to purchase 6,666 shares of Common Stock or (ii) 6,666 shares of restricted stock. Additionally, each member of the GNC Committee or Audit Committee of the Board receives (i) a nonqualified stock option to purchase 2,000 shares of Common Stock or (ii) in the case of U.S. directors and at their option, 2,000 shares of restricted stock. The chair of the GNC Committee or Audit Committee will instead of the above committee award receive (i) a nonqualified stock option to purchase 3,333 shares of Common Stock or (ii) in the case of U.S. directors and at their option, 3,333 shares of restricted stock. Any eligible participant who is serving as chairperson of the Board shall also receive (i) a nonqualified stock option to purchase 6,666 shares of Common Stock or (ii) in the case of U.S. directors and at their option, 6,666 shares of restricted stock. Awards are granted on a pro rata basis for directors serving less than a year at the time of grant. The exercise price for options for U.S. directors will be equal to the closing price per share of the Common Stock on the grant date as reported on the Over-the-Counter Bulletin Board or the national securities exchange on which the Common Stock is then traded. The exercise price for options for non-U.S. directors is $0.75. Every option and restricted stock award will vest monthly as to 1/12 the number of shares subject to the award over a period of twelve months from the date of grant, provided that the recipient remains a member of the Board on each such vesting date, or, in the case of a committee award, remains a member of the committee on each such vesting date. Every non-employee director of the Company is eligible to participate in the Director Compensation Plan, except that Chen Schor, Dr. June S. Almenoff, Arturo O. Araya and Dr. Anthony Polverino are not entitled receive annual director awards under the Director Compensation Plan, but are entitled to committee compensation under the Director Compensation Plan in the event that they qualify for and serve as a member of any committee of the Board. Chen Schor, Dr. Almenoff, Mr. Araya and Dr. Polverino’s director compensation is further discussed below.
Pursuant to a February 26, 2017 resolution of the Board, Dr. Almenoff receives the following compensation for her service on the Board: an annual cash award in the amount of $30,000, paid in biannual installments. Dr. Almenoff will not receive annual director awards under the Director Compensation Plan, but in the event that Dr. Almenoff serves as a member of any committee of the Board she will be entitled to committee compensation under the Director Compensation Plan. Dr. Almenoff has not been appointed to any Board committee at this time.
Pursuant to resolutions of the Board, Mr. Araya and Dr. Polverino each receives the following compensation for his service on the Board: an annual cash award in the amount of $12,500, paid in biannual installments, and an annual restricted stock award (each, a “Grant”) valued at $12,500 on the date of grant, as determined based on the closing price of the Company’s common stock at the end of normal trading hours on the date of grant, or the previous closing price in the event the grant date does not fall on a business day. The Grant will vest in 12 consecutive, equal monthly installments commencing on the one month anniversary of the date of grant, until fully vested on the first anniversary of the date of grant, provided the recipient remains a director of the Company on each such vesting date. Each Grant will be issued under the Company’s 2014 Stock Incentive Plan (or successor plan thereto, the “Plan”) and be subject to the limitations of the Plan and any SEC or NASDAQ listing requirements and any required stockholder approvals. In no event shall the number of shares issuable in any Grant exceed (i) the limits imposed under NASDAQ or other applicable rules without the receipt of stockholder approval thereof or (ii) the number of available shares available for issuance under the Plan. In the event the number of shares issuable under a Grant is capped as a result thereof, the Company shall use commercially reasonable efforts to seek the requisite stockholder and/or other approvals in connection with the Company’s next annual meeting of stockholders to allow the Company to issue the additional shares. If the Company seeks stockholder approval and fails to receive the requisite approval, then the Company shall have no additional liability to recipient with respect to the Company’s inability to issue additional shares or options to recipient. Mr. Araya and Dr. Polverino will not receive annual director awards under the Director Compensation Plan, but in the event that they serve as a member of any committee of the Board they will be entitled to committee compensation under the Director Compensation Plan. Mr. Araya and Dr. Polverino have not been appointed to any Board committee at this time.
On February 26, 2017 the Amended and Restated Executive Director Agreement between the Company and Chen Schor dated November 11, 2011 was terminated by mutual agreement of Chen Schor and the Company, and the Board approved that Chen Schor will receive the following compensation for his service on the Board: an annual cash award in the amount of $30,000, paid in biannual installments; that Mr. Schor will not receive annual director awards under the Director Compensation Plan, but in the event that Mr. Schor serves as a member of any committee of the Board he will be entitled to committee compensation under the Director Compensation Plan; and that the restricted stock grant (the “Schor Grant”) of 60,000 shares of restricted Common Stock previously granted to Mr. Schor under the Company’s 2014 Stock Incentive Plan will continue to vest as previously agreed: 20,000 on: (a) August 15, 2014,22, 2015 (b) 20,000 on August 22, 2016 and (c) 20,000 on August 22, 2017 (at which time the Grant was fully vested). Mr. Schor has serves as a member of the audit committee since November 9, 2017.
On July 13, 2017 pursuant to the Company’s Third Amendment to the Second Amended and Restated Director Compensation Plan, we granted a stock option to Dr. Arbel to purchase up to 12,000 shares of Common Stock at a purchase price of $0.75 per share, which was fully vested and exercisable on the date of grant.
On November 10, 2017, the following grants were made under the Amended Director Compensation Plan to the eligible directors: Dr. Arbel received a stock option to purchase 25,333 shares of Common Stock for her service as a director, chairperson of the Board, chair of the GNC Committee and a member of the Audit Committee; Mr. FriedmanSchor received a stock option to purchase 16,6662,000 shares of Common Stockrestricted stock for his service as a director and chair of the Audit Committee; Mr. Pinkas received a stock option to purchase 15,333 shares of Common Stock for his service as a director and a member of the Audit Committee; Mr.Dr. Shorr received 8,666 shares of restricted stock for his service as a director and a member of the GNC Committee; and Mr. Taub received 8,66612,000 shares of restricted stock for his service as a director, chair of the Audit Committee and a member of the GNC Committee. On August 15, 2014, the Company also granted to Mr. Yablonka a stock option to purchase 13,333 shares of Common Stock for his service as a director.
On August 27, 2015, the following grants were made under the Amended Director Compensation Plan to the eligible directors: Dr. Arbel received a stock option to purchase 25,333 shares of Common Stock for her service as a director, chairperson of the Board, chair of the GNC Committee and a member of the Audit Committee; Mr. Friedman received a stock option to purchase 16,666 shares of Common Stock for his service as a director and chair of the Audit Committee; Mr. Pinkas received a stock option to purchase 15,333 shares of Common Stock for his service as a director and a member of the Audit Committee; Mr. Shorr received 8,666 shares of restricted stock for his service as a director and a member of the GNC Committee; and Mr. Taub received 8,666 shares of restricted stock for his service as a director and a member of the GNC Committee. On August 27, 2015, the Company also granted to Mr. Yablonka a stock option to purchase 13,333 shares of Common Stock for his service as a director.
| 76 |
On August 22, 2011, Mr. Schor received a grant of 61,558 shares of restricted stock and receives $15,000 per quarter for his services as a director and advisor of the Company pursuant to the terms of the Executive Director Agreement, as described in detail in “Certain Arrangements” under Item 10. On May 3, 2015, Mr. Schor received a grant of 60,000 shares of restricted stock, also described in detail in “Certain Arrangements” under Item 10.
On June 1, 2015 pursuant to the Company’s First Amendment to the Second Amended and Restated Director Compensation Plan, we granted a stock option to Irit Arbel, the Company’s Chair of the Board of Directors, to purchase up to 6,667 shares of Common Stock at a purchase price of $0.75 per share. The option was fully vested and exercisable on the date of grant.
| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of January 29, 2016February 25, 2018 with respect to the beneficial ownership of our Common Stock by the following: (i) each of our current directors; (ii) the Named Executive Officers; (iii) all of the current executive officers and directors as a group; and (iv) each person known by the Company to own beneficially more than five percent (5%) of the outstanding shares of our Common Stock.
For purposes of the following table, beneficial ownership is determined in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as otherwise noted in the footnotes to the table, we believe that each person or entity named in the table has sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by that person or entity (or shares such power with his or her spouse). Under the SEC’s rules, shares of our Common Stock issuable under options that are exercisable on or within 60 days after January 29, 2016February 25, 2018 (“Presently Exercisable Options”) or under warrants that are exercisable on or within 60 days after January 29, 2016February 25, 2018 (“Presently Exercisable Warrants”) are deemed outstanding and therefore included in the number of shares reported as beneficially owned by a person or entity named in the table and are used to compute the percentage of the Common Stock beneficially owned by that person or entity. These shares are not, however, deemed outstanding for computing the percentage of the Common Stock beneficially owned by any other person or entity. Unless otherwise indicated, the address of each person listed in the table is c/o Brainstorm Cell Therapeutics Inc., 3 University Plaza Drive, Suite 320, Hackensack, NJ 07601.1745 Broadway, 17th Floor, New York, NY 10019.
The percentage of the Common Stock beneficially owned by each person or entity named in the following table is based on 18,654,04019,070,040 shares of Common Stock outstanding as of January 29, 2016February 25, 2018, plus any shares issuable upon exercise of Presently Exercisable Options and Presently Exercisable Warrants held by such person or entity.
80
| Shares Beneficially Owned | ||||||||
| Number of | Percentage of | |||||||
| Name of Beneficial Owner | Shares | Class | ||||||
| Directors and Named Executive Officers | ||||||||
| Chaim Lebovits | 4,531,650 | (1) | 21.1 | % | ||||
| Ralph Kern | 83,732 | (2) | * | |||||
| Uri Yablonka | 86,430 | (3) | * | |||||
| June Almenoff | 0 | * | ||||||
| Arturo Araya | 3,012 | (4) | * | |||||
| Irit Arbel | 337,608 | (5) | 1.8 | % | ||||
| Chen Schor | 123,558 | (6) | * | |||||
| Anthony Polverino | 3,623 | (7) | * | |||||
| Malcolm Taub | 29,332 | (8) | * | |||||
| All current directors and officers as a group (9 persons) | 5,198,945 | (9) | 23.8 | % | ||||
| 5% Shareholders | ||||||||
| ACCBT Corp. | 4,089,266 | (10) | 19.4 | % | ||||
| Morgan & Morgan Building | ||||||||
| Pasea Estate, Road Town | ||||||||
| Tortola | ||||||||
| British Virgin Islands | ||||||||
| Shares Beneficially Owned | ||||||||
| Number of | Percentage of | |||||||
| Name of Beneficial Owner | Shares | Class | ||||||
| Directors and Named Executive Officers | ||||||||
| Chaim Lebovits | 4,304,873 | (1) | 20.6 | % | ||||
| Tony Fiorino | 129,167 | (2) | * | |||||
| Yoram Bibring | 50,000 | * | ||||||
| Liat Sossover | — | — | ||||||
| Uri Yablonka | 54,443 | (3) | * | |||||
| Irit Arbel | 283,329 | (4) | 1.5 | % | ||||
| Mordechai Friedman | 52,493 | (3) | * | |||||
| Alon Pinkas | 53,604 | (3) | * | |||||
| Chen Schor | 121,558 | (5) | * | |||||
| Robert Shorr | 28,399 | * | ||||||
| Malcolm Taub | 8,666 | * | ||||||
| All current directors and officers as a group (9 persons) | 4,957,365 | (6) | 23.4 | % | ||||
| 5% Shareholders | ||||||||
| ACCBT Corp. | 4,089,266 | (7) | 19.8 | % | ||||
| Morgan & Morgan Building | ||||||||
| Pasea Estate, Road Town | ||||||||
| Tortola | ||||||||
| British Virgin Islands | ||||||||
| * | Less than 1%. |
| (1) | Consists of (i) 1,933,794 shares of Common Stock owned by ACCBT Corp., (ii) 2,016,666 shares of Common Stock issuable to ACCBT Corp. upon the exercise of Presently Exercisable Warrants, (iii) 138,806 shares of Common Stock owned by ACC International Holdings Ltd. |
| (2) | Consists of |
| 77 |
| (3) |
| (4) | Includes |
| (5) | Includes 181,775 shares of Common Stock issuable upon the exercise of Presently Exercisable Options. Dr. Arbel’s address is 6 Hadishon Street, Jerusalem, Israel. |
| Includes | ||
| (7) | Consists of shares of restricted stock which vest in 12 consecutive, equal monthly installments commencing on | |
| (8) | Includes 9,000 shares of restricted Common Stock that |
| Includes (i) 1,933,794 shares of Common Stock owned by ACCBT Corp. (Chaim Lebovits, our Chief Executive Officer, may be deemed to be the beneficial owner of these shares), (ii) 2,016,666 shares of Common Stock issuable to ACCBT Corp. upon the exercise of Presently Exercisable Warrants (Chaim Lebovits, our Chief Executive Officer, may be deemed to be the beneficial owner of these shares), (iii) 138,806 shares of Common Stock owned by ACC International Holdings Ltd. (Chaim Lebovits, our Chief Executive Officer, may be deemed to be the beneficial owner of these shares) and (iv) |
| Consists of (i) 1,933,794 shares of Common Stock owned by ACCBT Corp., (ii) 2,016,666 shares of Common Stock issuable to ACCBT Corp. upon the exercise of Presently Exercisable Warrants and (iii) 138,806 shares of Common Stock owned by ACC International Holdings Ltd. |
Equity Compensation Plan Information
The following table summarizes certain information regarding our equity compensation plans as of December 31, 2015:2017:
| Number of | Number of | |||||||||||
| securities | Weighted- | securities | ||||||||||
| to be | average | remaining | ||||||||||
| issued upon | exercise | available for | ||||||||||
| exercise of | price of | future | ||||||||||
| outstanding | outstanding | issuance | ||||||||||
| options, | options, | under equity | ||||||||||
| warrants | warrants | compensation | ||||||||||
| Plan Category | and rights | and rights | plans | |||||||||
| Equity compensation plans approved by security holders | 918,672 | $ | 2.62151 | - | (1) | |||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||||
| Total | 918,672 | 2.62151 | - | (1) | ||||||||
| Number of | Number of | |||||||||||
| securities | Weighted- | securities | ||||||||||
| to be | average | remaining | ||||||||||
| issued upon | exercise | available for | ||||||||||
| exercise of | price of | future | ||||||||||
| outstanding | outstanding | issuance | ||||||||||
| options, | options, | under equity | ||||||||||
| warrants | warrants | compensation | ||||||||||
| Plan Category | and rights | and rights | plans | |||||||||
| Equity compensation plans approved by security holders | 940,954 | $ | 2.4681 | 1,013,868 | (1) | |||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||||
| Total | 940,954 | $ | 2.4681 | 1,013,868 | (1) | |||||||
| (1) | A total of |
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
Certain Relationships and Related Transactions
The Audit Committee of our Board reviews and approves all related-party transactions. A “related-party transaction” is a transaction that meets the minimum threshold for disclosure under the relevant SEC rules (transactions involving amounts exceeding the lesser of $120,000 or one (1) percent of the average of the smaller reporting company's total assets at year endyear-end for the last two fiscal years in which a “related person” or entity has a direct or indirect material interest). “Related persons” include our executive officers, directors, 5% or more beneficial owners of our Common Stock, immediate family members of these persons and entities in which one of these persons has a direct or indirect material interest. When a potential related-party transaction is identified, management presents it to the Audit Committee to determine whether to approve or ratify it.
| 78 |
The Audit Committee reviews the material facts of any related-party transaction and either approves or disapproves of the entry into the transaction. If advance approval of a related-party transaction is not feasible, then the transaction will be considered and, if the Audit Committee determines it to be appropriate, ratified by the Audit Committee. No director may participate in the approval of a transaction for which he or she is a related party.
Research and License Agreement with Ramot
OnThe Company has maintained a commercial relationship with Ramot, the technology transfer group within Tel Aviv University, since July 12, 2004, wewhen the Company and Ramot entered into the Original License Agreement with Ramot, a former 5% stockholder of the Company, which agreement was amended on March 30, 2006 by the Amended Research and License Agreement (described below)(the “Original Agreement”). UnderThe Original Agreement was amended in both March and May of 2006, when the terms of the Original Ramot Agreement, Ramot granted to usparties signed, respectively, an exclusive license to (i) the inventions, know-how and results made with respect to the stem cell technology developed by the team led by Prof. Melamed and Prof. Offen in the course of the performance of the research, and the patents and pending patent applications owned by Ramot, and (ii) the results of further research to be performed by the same team on the development of the stem cell technology. Simultaneously with the execution of the Original Ramot Agreement, we entered into individual consulting agreements with Prof. Melamed and Prof. Offen pursuant to which all intellectual property developed by Prof. Melamed or Prof. Offen in the performance of services thereunder will be owned by Ramot and licensed to us under the Original Ramot Agreement.
Under the Original Ramot Agreement, we agreed to fund further research relating to the licensed technology in an amount of $570,000 per year for an initial period of two years, and for an additional two-year period if certain research milestones were met.
In consideration for the license, we originally agreed to pay Ramot:
On March 30, 2006 and on May 23, 2006, we entered into an Amended Research and License Agreement and an Amendment Agreement to the Amended Research and License Agreement, respectively (collectively, the “Amended Research and License Agreement”) with Ramot. Under the Amended Research and License Agreement, the funding of further research relating to the licensed technology in an amount of $570,000 per year was reduced to $380,000 per year. Moreover, under the Amended Research and License Agreement, the initial period of time that we agreed to fund the research was extended from an initial period of two (2) years to an initial period of three (3) years. The Amended Research and License Agreement also extended the additional two-year period in the Original Ramot Agreement to an additional three-year period, if certain research milestones were met.
We entered into a Second Amended and Restated Research and License Agreement (the “Amended and Restated Agreement”) and Amendment Number 1 to the Amended and Restated Agreement. Thereafter, the Company and Ramot entered into a Letter Agreement in December 2009 which further amended the Amended and Restated Agreement by releasing the Company from various duties and obligations (including the Company’s commitment to fund three (3) years of additional Ramot research - a financial commitment of $1,140,000), while converting other payments due and owing to Ramot by the Company into shares of Common Stock. In December 2011, the Company assigned the Amended and Restated Agreement (as amended) to its Israeli Subsidiary with the consent of Ramot, provided the Company agreed to guaranty the performance obligations of its Israeli Subsidiary thereunder. The Amended and Restated Agreement was amended in both April 2014 (Amendment Number 2) and March 2016 (Amendment Number 3).
In addition to the foregoing, on April 30, 2014, the Israeli Subsidiary executed a consulting agreement (the “Offen Consulting Agreement”) with Professor Offen of Tel Aviv University, which expressly replaced their previous agreement (signed in July 2004). Pursuant to the Offen Consulting Agreement, Professor Offen granted our Israeli Subsidiary exclusive rights, title and interest in and to all work product and deliverables resulting from the provision of his services thereunder, except that any new intellectual property arising from this agreement would be deemed a joint invention that is jointly owned by both our Israeli Subsidiary and Ramot. To date, no such joint inventions have resulted from this consulting agreement. The Offen Consulting Agreement was terminated on January 18, 2018.
The primary focus of our agreements (and subsequent amendments) with Ramot on July 26, 2007, effective July 12, 2004has and continues to be the commissioning of a group of scientists within Tel Aviv University to carry out research in the area of the stem-cell technology referenced above, and the granting of rights to the Company (and later our Israeli Subsidiary, after the assignment referenced above) in the inventions, know-how and results procured from such research (the “Second Ramot Agreement”“Ramot IP”), which amended and replaced the Amended Research and License Agreement. The Second Ramot Agreement imposed on us development and commercialization obligations, milestone and other obligations. The license was granted in.
In consideration for (i) royalty paymentsthe rights granted to our Israeli Subsidiary in and to the Ramot IP, our Israeli Subsidiary is required to pay Ramot royalties ranging frombetween three percent (3%) toand five percent (5%) of all net sales and (ii) potential payments concerning sublicenses rangingrealized from the exploitation of the Ramot IP, as well as remittances of between twenty percent (20%) toand twenty-five percent (25%) of sublicense receipts. In addition, inon revenues received from the event that the research period was extended for an additional three year period in accordance with the termssub-licensing of the Second Ramot Agreement, then we hadIP.
Pursuant to make payments to Ramot for each yearthe third amendment of the extended research period in the amount of $380,000. As of June 30, 2007, we owed Ramot an aggregate amount of $513,249 in overdue paymentsAmended and patent fees under the Amended Research and License Agreement.
On August 1, 2007, we obtained a waiver and release from Ramot pursuant to whichRestated Agreement referenced above, Ramot agreed to an amended payment schedule regarding our payment obligations underconvert the Second Ramot Agreementexclusive licenses then-existing, to outright transfers and waived all claims against us resulting from our previous breaches, defaults and non-payment under the Amended Research and License Agreement.
After our failure to meet the amended payment schedule and subsequent negotiations, on December 24, 2009, we entered into a Letter Agreement and an amended agreement to the Second Ramot Agreement (collectively, the “Letter Agreement”) with Ramot, pursuant to which, among other things, Ramot agreed to: (i) release us from our obligation to fund three years of additional research (which would have totaled $1,140,000) and (ii) accept conversion of certain research payments due in the amount of $272,000 into 74,666 shares of our Common Stock. Pursuant to the Letter Agreement, we agreed, among other things, to: (i) reimburse Ramot for outstanding patent-related expenses; and (ii) abandon our rights in certain joint patent rights and patents of Ramot in certain countries.
As of February 2011, Ramot had sold the 74,666 shares of Common Stockassignments of the Company for $235,000 and the Company paid the remaining approximately $5,000 due to Ramot. There is no additional debt to Ramot.
On December 20, 2011, we entered into an Assignment Agreement withRamot IP, thereby granting our Israeli Subsidiary (the “Assignment Agreement”), with the consent of Ramot. Under the Assignment Agreement, we assigned and transferred all of our rights, interests, titles, liabilities and obligations (the “Rights”) under the Second Ramot Agreement to our Israeli Subsidiary, effective as of January 1, 2007 and our Israeli Subsidiary agreed to assume all such Rights. We agreed to be a guarantor of all obligations of our Israeli Subsidiary under the Second Ramot Agreement and Ramot can look to us to demand compliance with the Second Ramot Agreement.
In May 2012, we, the Israeli Subsidiary and Prof. Offen entered into a Consulting Agreement, effective as of January 1, 2012, which replaced the previous consulting agreement, dated July 31, 2004, pursuant to which all work product resulting from the provision of services will vest solely with the Israeli Subsidiary and if any work product resulting from the provision of services results in the creation or development of intellectual property it will be deemed a joint invention, and will be jointly owned by Ramot and the Israeli Subsidiary.
On April 30, 2014 our Israeli Subsidiary and Ramot entered into Amendment No. 2 to the Second Ramot Agreement, pursuant to which a new research period from April 30, 2014 to October 30, 2014 was created.
On March 1, 2016, our Israeli Subsidiary and Ramot entered into Amendment No. 3 to the Second Ramot Agreement, pursuant to which Ramot agreed to assign to the Israeli Subsidiary, effective February 18, 2016, all of its worldwide right, title and interest in and to the results of the research conducted under the Agreement and performed during the research period from April 30, 2014 to October 30, 2014. This change of status from exclusive licensee of these patents, to owner these patents, did not materially change the ability of the Company to exclude others from practicing the invention claimed therein.ownership thereof.
Investment Agreement with ACCBT Corp.
OnWe are party to a July 2, 2007 we entered into a Subscription Agreement (the “Subscription Agreement”subscription agreement and related registration rights agreement and warrants, amended July 31, 2009, May 10, 2012, May 19, 2014 and November 2, 2017 (together as amended, the “ACCBT Documents”) with ACCBT, a company under the control of Mr. Chaim Lebovits, our President and Chief Executive Officer, pursuant to which, for an aggregate purchase price of approximately $5.0 million, we agreedsold to sell (i) up to 1,833,333ACCBT 1,920,461 shares of our Common Stock for an aggregate subscription price of up to $5.0 million (the “Subscription Shares”), and (ii) for no additional consideration, warrants to purchase up to 2,016,666 shares of our Common Stock (the “ACCBT Warrants”). SubjectThe ACCBT Warrants contain cashless exercise provisions, which permit the cashless exercise of up to certain closing conditions, separate closings50% of the purchase and saleunderlying shares of Common Stock. 672,222 of the shares and the warrants were scheduled to take place from August 30, 2007 through November 15, 2008. The warrants originally had the following exercise prices: (i) warrants for the first 672,222 shares of our Common Stock hadACCBT Warrants have an exercise price of $3.00; (ii) warrants for$3.00 and the next 672,222 shares of our Common Stock hadremainder have an exercise price of $4.35; and (iii) warrants for$4.35. All of the final 672,223 shares of our Common Stock had an exercise price of $5.40. Each warrant issued pursuant to the Subscription Agreement was to expire on November 5, 2011.ACCBT Warrants are presently outstanding.
Pursuant to the terms of the Subscription Agreement, as amended, and a related registration rights agreement,ACCBT Documents, ACCBT has the following rights for so long as ACCBT or its affiliates hold at least 5% of our issued and outstanding share capital:
| 79 |
| · | Board Appointment Right: ACCBT has the right to appoint |
| · | Preemptive Right: ACCBT has the right to receive thirty days’ notice of, and to purchase a pro rata portion (or greater under certain circumstances where offered shares are not purchased by other subscribers) of, securities issued by us, including options and rights to purchase shares. This preemptive right does not include issuances under our equity incentive plans. |
| · | Consent |
In addition, ACCBT is entitled to demand and piggyback registration rights, whereby ACCBT may request, upon 15 days’ written notice, that we file, or include within a registration statement to be filed, with the Securities and Exchange Commission for ACCBT’s resale of the Subscription Shares, as adjusted, and the shares of our Common Stock issuable upon exercise of the ACCBT Warrants.
On August 18, 2009, we entered into an amendment to the Subscription Agreement (the “Amendment”), dated as of July 31, 2009, with ACCBT. Under the terms of the Subscription Agreement, ACCBT was no longer obligated to invest any further amounts in the Company. Pursuant to the Amendment, ACCBT agreed to invest the remaining amount outstanding under the Subscription Agreement up to $5.0 million in the Company, and, in return, we agreed to amend the Subscription Agreement to, among other things: (i) decrease the purchase price per share of the Subscription Shares that ACCBT previously purchased or will purchase pursuant to the terms of the Subscription Agreement, as amended, from $2.73 to $1.80 (the “Repricing”); (ii) adjust the number of shares of Common Stock issuable under the Subscription Agreement in accordance with the Repricing; (iii) extend the expiration date of all warrants; (iv) amend the exercise price of certain of the warrants from $5.40 to $4.35; and (v) revise the investment schedule of the purchase and sale of the Subscription Shares. Pursuant to the Amendment, the Repricing retroactively applied to all Subscription Shares purchased by ACCBT prior to the Amendment.
As of the date of this Annual Report on Form 10-K, ACCBT has purchased all of the Subscription Shares.
Warrants to purchase up to 2,016,666 shares of Common Stock were issued to ACCBT, all of which are presently outstanding. The outstanding ACCBT Warrants contain cashless exercise provisions, which permit the cashless exercise of up to 50% of the underlying shares of Common Stock, and 672,222 of such ACCBT Warrants have an exercise price of $3.00 and the remainder have an exercise price of $4.35.
On May 25, 2014, the Company entered into a Warrant Amendment Agreement with ACCBT, pursuant to which the expiration date of each ACCBT Warrant was extended until November 5, 2017, in consideration of ACCBT having provided a series of waivers of their rights, including anti-dilution rights. Pursuant to the amendment, the ACCBT documents were amended to reflect the extension of the warrants’ expiration date.
We registered 1,920,461 shares of Common Stock and 2,016,666 shares of Common Stock underlying the ACCBT Warrants on registration statement No. 333-201705 dated January 26, 2015 pursuant to ACCBT’s registration rights.
The foregoing description reflects the November 2, 2017 Warrant Amendment Agreement with Abraham Israeli
On April 13, 2010,between the Company Dr. Israeli, thenand ACCBT, pursuant to which the rights and privileges of the ACCBT Entities relating to the management of the Company were reduced, in exchange for a memberfive (5) year extension of the expiration of the Company warrants held by the ACCBT Entities. Pursuant to the amendment, the ACCBT Documents were amended as follows: (i) the ACCBT Entities existing right to appoint 50.1% of the Board of Directors and Hadasit entered into an Agreement, which was amended to clarify certain terms on December 31, 2011 (as amended, the “Hadasit Agreement”), pursuant to which Dr. Israeli agreed, during the term of the Hadasit Agreement,Company and its subsidiaries was reduced to serve as (i) our Clinical Trials Advisor and30%; (ii) a member of our Board of Directors. Any party may terminate the Hadasit Agreement upon 30 days’ prior written notice to the other parties. In consideration of the services to be provided by Dr. Israeli to us under the Hadasit Agreement, we agreed to grant options and warrants annually during the term of the Hadasit Agreement for the purchase of our Common Stock, as follows:
Such options vested and became exercisable in twelve (12) consecutive equal monthly amounts.
In December 2013, the Board of Directors agreed to grant to Prof. Israeli additional options in connection with the yearly grant under the Hadasit Agreement.
The Hadasit Agreement was terminated effective April 25, 2014 when Dr. Israeli resigned from the Board of Directors. The Hadasit Agreement provided terms for Prof. Israeli’s service as the Company’s Clinical Trials Advisor and a member of the Company’s Board of Directors, both of which ceased on April 25, 2014. As a result of the termination of the Hadasit Agreement, Prof. Israeli and Hadasit will no longer receive annual grants to purchase shares of Common Stock, and any outstanding and unvested grants madeACCBT Entities’ consent rights regarding Company matters pursuant to the Hadasit Agreement ceasedACCBT Documents were limited to vest,transactions greater than $500,000 (previous to the amendment the consent right was for transactions of $25,000 or more); and (iii) the grants were validexpiration date of each of the ACCBT Warrants was extended until November 5, 2022 (the previous expiration date was November 5, 2017).
Mr. Lebovits, the Company’s President and may be exercised only on or before October 25, 2014. All such grants were exercised.Chief Executive Officer, is deemed to control ACCBT. Mr. Lebovits employment agreement with the Company and related employee compensation are described under “Executive Employment Agreements” in the Executive Compensation section above.
Independence of the Board of Directors
The Board of Directors of the Company (the “Board”) has determined that each of Dr. Arbel, Dr. Almenoff, Mr. Friedman, Mr. Pinkas,Araya, Dr. ShorrPolverino and Mr. Taub satisfies the criteria for being an “independent director” under the standards of the Nasdaq Stock Market, Inc. (“Nasdaq”) and has no material relationship with the Company other than by virtue of service on the Board of Directors. Mr. Schor and Mr. Yablonka are not considered “independent directors.” The Board of Directors also determined that Dr. Israeli, a former director, satisfied the criteria for being an “independent director” under the Nasdaq standards and had no material relationship with the Company other than by virtue of his service on the Board of Directors. During the course of determining the independence of Dr. Israeli, the Board of Directors considered the Hadasit Agreement described in “Certain Relationships and Related Transactions” above. Dr. Israeli resigned from the Board as of April 25, 2014.
The Board of Directors is comprised of a majority of independent directors and the AuditGovernance, Nominating and GNC Committees areCompensation Committee (the “GNC Committee”) is comprised entirely of independent directors. A majority of the Audit Committee is comprised of independent directors. Since November 9, 2017 Chen Schor has served as the “audit committee financial expert” in accordance with Nasdaq Rule 5605(c)(2)(B). Mr. Schor is not currently independent under Nasdaq Rule 5605(a)(2) due to his previous executive director service to the Company provided pursuant to the Executive Director Agreement (described under “Executive Employment Agreements” in the Executive Compensation section above) which terminated February 26, 2017. However, the Board has determined that due to his financial expertise, Mr. Schor’s membership on the Audit Committee is in the best interests of the Company and its stockholders.
| 80 |
| Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. |
Independent Registered Public Accounting Firm
Principal Accountant Fees and Services
The following table presents fees for professional audit services rendered by Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu (“Deloitte”) for the audit of our financial statements for the fiscal years ended December 31, 20152017 and 20142016 and fees billed for other services rendered by Deloitte during those periods.
| December 31, | December 31, | December 31, | ||||||||||||||
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
| Audit Fees (1) | $ | 51,000 | $ | 51,000 | $ | 51,000 | $ | 51,000 | ||||||||
| Audit-Related Fees (XBRL) | $ | 6,000 | $ | 6,000 | $ | - | $ | 6,000 | ||||||||
| Tax Fees | $ | 4,000 | $ | 4,000 | $ | 4,000 | $ | 4,000 | ||||||||
| Public Offering Fees | $ | - | $ | 7,000 | ||||||||||||
| All Other Fees (2) | $ | 29,000 | $ | 34,000 | ||||||||||||
| All Other Fees (2) (3) | $ | 31,000 | $ | 26,000 | ||||||||||||
| Total Fees | $ | 90,000 | $ | 102,000 | $ | 86,000 | $ | 87,000 | ||||||||
| (1) | Audit fees are comprised of fees for professional services performed by Deloitte for the audit of our annual financial statements and the review of our quarterly financial statements, as well as other services provided by Deloitte in connection with statutory and regulatory filings or engagements. |
| (2) | In the year ended December 31, |
| (3) | In the year ended December 31, |
We did not use Deloitte for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements and generates information that is significant to our financial statements, are provided internally or by other service providers. We did not engage Deloitte to provide compliance outsourcing services.
Pre-approval Policies
Our Audit Committee is responsible for pre-approving all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Audit Committee before the services were rendered.
The Board of Directors has considered the nature and amount of fees billed by Deloitte and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Deloitte’s independence.
| Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
Financial Statements.
The financial statements listed in the Index to Consolidated Financial Statements are filed as part of this report.
Financial Statement Schedules.
All financial statement schedules have been omitted as they are either not required, not applicable, or the information is otherwise included.
Exhibits.
The exhibits listed inSee the Exhibit Index are filed with or incorporated by reference inimmediately following the signature page of this report.Annual Report on Form 10-K.
| Item 16. | FORM 10-K SUMMARY. |
Not required.
| 81 |
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BRAINSTORM CELL THERAPEUTICS INC. | ||
| Date: March | By: | /s/ Chaim Lebovits |
| Name: Chaim Lebovits | ||
| Title: President and Chief Executive Officer | ||
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Chaim Lebovits | President and Chief Executive Officer | March | ||
| Chaim Lebovits | (Principal Executive Officer) | |||
| /s/ | Chief Financial Officer and Treasurer | March | ||
| (Principal Financial and Accounting Officer) | ||||
| March | ||||
| Irit Arbel | Director | |||
| /s/ | March | |||
| Director | ||||
| /s/ Arturo O. Araya | March | |||
| Director | ||||
| /s/ Chen Schor | March | |||
| Chen Schor | Director | |||
| /s/ | March | |||
| Director | ||||
| /s/ Malcolm Taub | March | |||
| Malcolm Taub | Director | |||
| /s/Uri Yablonka | March | |||
| Uri Yablonka | Director |
| 82 |
| 83 |
| 84 |
| 85 |
| 86 |
| 10.28 | ||
| 87 |
| 10.37 | Form of Registration Rights Agreement. | Form 8-K | Exhibit 10.3 File No. | June 13, 2014 | ||||||
| 10.38 | Form of | Form 8-K | Exhibit 4.1 File No. | January 8, 2015 | ||||||
| Warrant Exercise Agreement, dated as of January 8, | Form 8-K | Exhibit 10.2 | January 8, 2015 | |||||||
| Employment Agreement dated September 28, 2015 between Brainstorm Cell Therapeutics Inc. and Chaim | Form 8-K | Exhibit 10.1 | September 28, 2015 | |||||||
| 10.41* | First Amendment to Employment Agreement dated March 7, 2016 between Brainstorm Cell Therapeutics Inc. and Chaim |
| 88 |
| * | Management contract or compensatory plan or arrangement filed in response to Item 15(a)(3) of Form 10-K. | |
| ‡ | Filed herewith. | |
| ‡‡ | Furnished herewith. |
| 89 |