Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 14, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | BRAINSTORM CELL THERAPEUTICS INC. | ||
Entity Central Index Key | 0001137883 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Trading Symbol | BCLI | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 26,230,839 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 75,373,809 | ||
Entity Voluntary Filers | No |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 536 | $ 942 |
Short-term deposit (Note 9) | 33 | 6,122 |
Other accounts receivable (Note 4) | 2,359 | 2,009 |
Prepaid expenses and other current assets (Note 5) | 432 | 1,197 |
Total current assets | 3,360 | 10,270 |
Long-Term Assets: | ||
Prepaid expenses and other long-term assets | 32 | 307 |
Operating lease right of use asset (Note 6) | 2,182 | 0 |
Property and Equipment, Net (Note 7) | 960 | 651 |
Total Long-Term Assets | 3,174 | 958 |
Total assets | 6,534 | 11,228 |
Current Liabilities: | ||
Accounts payable | 14,677 | 4,548 |
Accrued expenses | 1,000 | 1,042 |
Operating lease liability (Note 6) | 1,263 | 0 |
Other accounts payable | 714 | 622 |
Total current liabilities | 17,654 | 6,212 |
Long-Term Liabilities: | ||
Operating lease liability (Note 6) | 1,103 | 0 |
Total long-term liabilities | 1,103 | 0 |
Total liabilities | 18,757 | 6,212 |
Stockholders' Equity (deficit): | ||
Stock capital: (Note 11) Common Stock of $0.00005 par value - Authorized: 100,000,000 shares at December 31, 2019 and December 31, 2018 respectively; Issued and outstanding: 23,174,228 and 20,757,816 shares at December 31, 2019 and December 31, 2018 respectively. | 11 | 11 |
Additional paid-in-capital | 105,042 | 94,620 |
Receipts on account of shares | 0 | 4,408 |
Accumulated deficit | (117,276) | (94,023) |
Total stockholders' equity (deficit) | (12,223) | 5,016 |
Total liabilities and stockholders' equity | $ 6,534 | $ 11,228 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.00005 | $ 0.00005 |
Common stock, shares Authorized | 100,000,000 | 100,000,000 |
Common stock, shares Issued | 23,174,228 | 20,757,816 |
Common stock, shares outstanding | 23,174,228 | 20,757,816 |
STATEMENTS OF COMPREHENSIVE LOS
STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||
Research and development, net (Note 12) | $ 17,204 | $ 8,293 |
General and administrative | 5,797 | 5,770 |
Operating loss | (23,001) | (14,063) |
Financial expenses (income), net | 252 | (115) |
Net loss | $ (23,253) | $ (13,948) |
Basic and diluted net loss per share | $ (1.06) | $ (0.70) |
Weighted average number of shares outstanding used in computing basic and diluted net loss per share | 21,906,257 | 19,997,710 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common stock [Member] | Additional paid-in capital [Member] | Receipts on account of shares [Member] | Accumulated deficit [Member] | Total | |
Balance at Dec. 31, 2017 | $ 11 | $ 85,944 | $ 0 | $ (80,075) | $ 5,880 | |
Balance (in shares) at Dec. 31, 2017 | 18,976,169 | |||||
Stock-based compensation related to warrants and stock granted to service providers | [1] | 102 | 0 | 102 | ||
Stock-based compensation related to warrants and stock granted to service providers (in shares) | 42,293 | |||||
Stock-based compensation related to stock and options granted to directors and employees | [1] | 917 | 0 | 917 | ||
Stock-based compensation related to stock and options granted to directors and employees (in shares) | 147,820 | |||||
Exercise of options | [1] | 25 | 0 | 25 | ||
Exercise of options (in shares) | 33,332 | |||||
Exercise and reissuance of warrants | [1] | 7,632 | 4,408 | 12,040 | ||
Exercise and reissuance of warrants (in shares) | 1,558,202 | |||||
Net loss | $ 0 | 0 | 0 | (13,948) | (13,948) | |
Balance at Dec. 31, 2018 | $ 11 | 94,620 | 4,408 | (94,023) | 5,016 | |
Balance (in shares) at Dec. 31, 2018 | 20,757,816 | |||||
Stock-based compensation related to warrants and stock granted to service providers | [1] | 25 | 0 | 0 | 25 | |
Stock-based compensation related to warrants and stock granted to service providers (in shares) | 5,908 | |||||
Stock-based compensation related to stock and options granted to directors and employees | [1] | 764 | 0 | 0 | 764 | |
Stock-based compensation related to stock and options granted to directors and employees (in shares) | 107,104 | |||||
Issuance of shares in at-the-market (ATM) offering (Note 11) | 2,064 | 0 | 0 | 2,064 | ||
Issuance of shares in at-the-market (ATM) offering (Note 11) (in shares) | 542,736 | |||||
Exercise of options | [1] | 7,534 | (4,408) | 0 | 3,126 | |
Exercise of options (in shares) | 1,741,999 | |||||
Exercise and reissuance of warrants | [1] | 35 | 0 | 0 | 35 | |
Exercise and reissuance of warrants (in shares) | 18,665 | |||||
Net loss | $ 0 | 0 | 0 | (23,253) | (23,253) | |
Balance at Dec. 31, 2019 | $ 11 | $ 105,042 | $ 0 | $ (117,276) | $ (12,223) | |
Balance (in shares) at Dec. 31, 2019 | 23,174,228 | |||||
[1] | Represents an amount less than $1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (23,253) | $ (13,948) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 164 | 110 |
Shares and options granted to service providers | 25 | 102 |
Stock-based compensation related to options granted to employees and directors | 764 | 917 |
Change in lease liability | 184 | |
Decrease (increase) in other accounts receivable and prepaid expenses | 690 | (238) |
Increase in accounts payables | 10,129 | 3,124 |
Deferred grant income | (2,625) | |
Increase in other accounts payable and accrued expenses | 50 | 170 |
Total net cash used in operating activities | (11,247) | (12,388) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (473) | (369) |
Proceeds from (Investment in) short-term deposit | 6,089 | (849) |
Total net cash provided by (used in) investing activities | 5,616 | (1,218) |
Cash flows from financing activities: | ||
Proceeds from exercise of options | 35 | 25 |
Issuance of shares in at-the-market (ATM) offering (Note11) | 2,064 | 0 |
Exercise and reissuance of warrants | 3,126 | 12,040 |
Total net cash provided by financing activities | 5,225 | 12,065 |
Decrease in cash and cash equivalents | (406) | (1,541) |
Cash and cash equivalents at the beginning of the period | 942 | 2,483 |
Cash and cash equivalents at end of the period | $ 536 | $ 942 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2019 | |
GENERAL | |
GENERAL | NOTE 1 - GENERAL A . The Company was incorporated in the State of Delaware on November 15, 2006, and previously was incorporated in the State of Washington. In October 2004, the Company formed its wholly-owned subsidiary, Brainstorm Cell Therapeutics Ltd. (“BCT”) in Israel, which currently conducts all of the research and development activities of the Company. BCT formed wholly-owned subsidiaries Brainstorm Cell Therapeutics UK Ltd., in the United Kingdom on February 19, 2013 (currently inactive), Advanced Cell Therapies Ltd. in Israel on June 21, 2018 and Brainstorm Cell Therapeutics Limited in Ireland on October 1, 2019 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), Progressive Multiple Sclerosis (PMS) 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 patients. In July 2016 the Company announced the results of its Phase 2 trial which was conducted in three major medical centers in the US. This single dose trial included 48 patients randomized in a 3:1 ratio to receive NurOwn® or placebo. D. The Company made significant progress in 2019 advancing NurOwn®, its late stage differentiated mesenchymal stem cell therapy, into a 200 patient Phase 3 trial for the treatment of ALS. Enrollment in this randomized, double-blind, placebo-controlled, multi-dose clinical trial of NurOwn® for ALS was completed in October 2019. This Phase 3 trial builds upon the promising efficacy seen in prior trials including the randomized Phase 2 trial conducted in the U.S. E. The Phase 3 ALS trial pre-specified interim safety analysis by an independent Data Safety Monitoring Board (DSMB) was successfully completed in August 2018. F . The DSMB completed its second pre-specified interim analysis of safety outcomes for 106 participants treated with NurOwn® in the Phase 3 ALS trial on October 28, 2019. Top-data from this trial is expected in fourth quarter of 2020. G . On December 15, 2018, the Company was granted FDA clearance for its NurOwn® IND Application for Progressive Multiple Sclerosis indication (ClinicalTrials.gov Identifier NCT03799718). As of December 31, 2019, the Progressive Multiple Sclerosis Phase 2 open label clinical trial has enrolled the first 10 study participants. Top-line data from this trial is expected in fourth quarter of 2020. H. The Company received Good Manufacturing Practice (GMP) approval from the Israel Ministry of Health (MoH) for our Israeli contract manufacturing facility at the Hadassah Medical Center in Jerusalem. The GMP certificate confirms the Company’s manufacturing site compliance with Israeli GMPs which are recognized as equivalent to EU standards. I. GOING CONCERN: Since its inception, the Company has devoted substantially all of its efforts to research and development, clinical trials, recruiting management and technical staff, acquiring assets and raising capital. The Company is still in its development and clinical stage and has not yet generated revenues. The extent of the Company's future operating losses and the timing of becoming profitable are uncertain. The Company has funded its operations to date primarily through public and private sales of its Common Stock and warrants, the exercise of warrants, and the issuance of convertible promissory notes, sales via ATM program and through grants from California Institute for Regenerative Medicine (CIRM) and the Israel Innovation Authority of the Ministry of Economy and Industry (the "IIA") (formerly the Office of the Chief Scientist of the Ministry of Economy and Industry (the "OCS)). Additional funding will be required to complete the Company's research and development and clinical trials, to attain regulatory approvals, to begin the commercialization efforts and to achieve a level of sales adequate to support the Company's cost structure. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional public and private sales of its Common Stock and warrants, the exercise of warrants, and the issuance of convertible promissory notes, sales with ATM program and other funding transactions. While the Company has been successful in raising financing in the past, there can be no assurance that it will be able to do so in the future on a timely basis on terms acceptable to the Company, or at all. Uncertain market conditions and approval by regulatory bodies and adverse results from clinical trials may (among other reasons) adversely impact the Company's ability to raise capital in the future. Management expects that the Company will continue to generate losses from the clinical development and regulatory activities, which will result in a negative cash flow from operating activity. This has led management to conclude that substantial doubt about the Company's ability to continue as a going concern exists. The Company's consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | 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 the 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 "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, Brainstorm UK and Brainstorm Cell Therapeutics Limited (Irish Company). Intercompany balances and transactions have been eliminated upon consolidation. E. Cash and cash equivalents: Cash and cash equivalents include cash in hand and short-term highly liquid investments that are readily convertible to cash with maturities of three months or less as of the date acquired and that are exposed to insignificant risk of change in value. 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 options if any) or useful life G. 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. H. Fair value of financial instruments: The carrying values of cash and cash equivalents, other accounts receivable, other assets, trade payables and other accounts payable approximate their fair value due to the short-term maturity of these instruments. I. Accounting for stock-based compensation: In accordance with ASC 718‑10 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. 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 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. The Company accounts for shares and warrant grants issued to non-employees using the guidance of ASU No. 2018-07 "Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting." which expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. J. 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 "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, 2019 and December 31, 2018, since all such securities have an anti-dilutive effect. K. Research and development expenses, net: Research and development expenses, are charged to the statement of operations as incurred. Royalty-bearing grants from the Israel Innovation Authorities (“IIA”) and a non-dilutive, non-royalty-bearing grant from 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 L. Income taxes: The Company accounts for income taxes in accordance with ASC 740‑10 "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. M. Recently adopted accounting standards: On January 1, 2019 the Company adopted ASU 2016-02, "Leases" (Topic 842) (“ASU 2016-02”) using the modified retrospective approach for all lease arrangements at the beginning period of adoption. Results for the reporting period beginning January 1, 2019 are presented under ASU 2016-02, which requires, among other items, lessees to recognize a right-of-use asset (“ROU assets”) and lease liability for most leases. Upon adoption of the new lease standard, the Company recorded right of use assets of $3,197 and lease liabilities of $3,197 in connection with its operating leases. See Note 6 for additional information regarding our commitments under various lease obligations. Arrangements that are determined to be leases at inception are recognized in long-term ROU assets and long-term lease liabilities in the condensed consolidated balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on the financial position or results of operations. |
RESEARCH AND LICENSE AGREEMENT
RESEARCH AND LICENSE AGREEMENT | 12 Months Ended |
Dec. 31, 2019 | |
RESEARCH AND LICENSE AGREEMENT | |
RESEARCH AND LICENSE AGREEMENT | NOTE 3 - RESEARCH AND LICENSE AGREEMENT The Company entered into a Research and License Agreement, as amended and restated, with Ramot (the “License Agreement”). Pursuant to the remuneration terms of the License Agreement, the Company has agreed to pay Ramot royalties on Net Sales of the Licensed Product 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, the Company shall pay Ramot a royalty of 5% of the Net Sales received by the Company and resulting from such Commercialization; and b) In the event the Commercialization of the Licensed Product is neither covered by a Valid Claim nor by Orphan Drug status, the Company shall pay Ramot a royalty of 3% of the Net Sales received by the Company resulting from such Commercialization. This royalty shall be paid from the First Commercial Sale of the Licensed Product and for a period of fifteen (15) years thereafter. Capitalized terms set forth above which are not defined shall have the meanings attributed to them under the License Agreement. |
OTHER ACCOUNTS RECEIVABLE
OTHER ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2019 | |
OTHER ACCOUNTS RECEIVABLE | |
OTHER ACCOUNTS RECEIVABLE | NOTE 4 - OTHER ACCOUNTS RECEIVABLE Composition: December 31 2019 2018 U.S. $ in thousands Grants receivable from CIRM (Note 10) 2,200 1,642 Grants receivable from IIA 85 277 Government institutions and other 90 90 2,359 2,009 |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2019 | |
PREPAID EXPENSES | |
PREPAID EXPENSES | 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. In 2017 the Company paid COH $2,665 advance payment. The advance was recorded as prepaid expense and is amortized over the term of the agreement. As of December 31, 2019, the remaining balance amounted $276 was recorded as current prepaid expense. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
LEASES | |
LEASES | NOTE 6 - LEASES On January 1, 2019 the Company adopted ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) using the modified retrospective approach for all lease arrangements at the beginning of the period of adoption. Leases existing for the reporting period beginning January 1, 2019 are presented under ASU 2016-02. The Company leases facilities, clinical research rooms, and vehicles under operating leases. As of December 31, 2019, the Company’s ROU assets and lease liabilities for operating leases totaled $2,182 and $2,366, respectively. The impact of adopting the new lease standard was not material to the Company’s condensed consolidated statement of operations for the periods presented. Supplemental cash flow information related to operating leases was as follows: Twelve Months ended December 31, 2019 Cash payments for operating leases 1,296 New operating lease assets obtained in exchange for operating lease liabilities 2,182 As of December 31, 2019, the Company’s operating leases had a weighted average remaining lease term of 1.97 years and a weighted average discount rate of 8.25%. Future lease payments under operating leases as of December 31, 2019 were as follows: Operating Leases 2020 1,318 2021 1,247 Total future lease payments 2,565 Less imputed interest (199) Total lease liability balance 2,366 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 7 - PROPERTY AND EQUIPMENT Composition: December 31 2019 2018 U.S. $ in thousands Cost: Office furniture and equipment 73 73 Computer software and electronic equipment 209 202 Laboratory equipment 1,617 1,173 Leasehold improvements 795 772 2,694 2,220 Accumulated depreciation: Office furniture and equipment 33 28 Computer software and electronic equipment 196 186 Laboratory equipment 777 639 Leasehold improvements 728 716 1,734 1,569 Depreciated cost 960 651 Depreciation expenses for the years ended December 31, 2019 and December 31, 2018 were $164 and $110, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES A. Commitments to pay royalties to the IIA: BCT obtained from the Chief Scientist of the Israel Innovation Authority (“IIA”) grants for participation in research and development for the years 2007 through 2019, 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, 2019, total grants obtained amounted to $955. B. 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, 2019, there are no outstanding obligations owed to Ramot in connection with the above. |
SHORT TERM DEPOSITS
SHORT TERM DEPOSITS | 12 Months Ended |
Dec. 31, 2019 | |
SHORT TERM DEPOSITS | |
SHORT TERM DEPOSITS | NOTE 9 - SHORT TERM DEPOSITS Short term investments on December 31, 2019 and December 31, 2018 include bank deposits bearing annual interest rates varying from 0.05% to 3.15%, with maturities of up to 4 months as of December 31, 2019 and 2018. |
GRANTS RECEIVABLE
GRANTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2019 | |
GRANTS RECEIVABLE | |
DEFERRED GRANT INCOME | NOTE 10 - GRANTS RECEIVABLE In July 2017 the Company received an award in the amount of $15,912 from CIRM to aid in funding the Company’s Phase 3 study of NurOwn®, for the treatment of ALS. An aggregate amount of $12,550 and $9,050 related to the project was received through December 31, 2019 and December 31, 2018, respectively. As of December 31, 2019, there are grants receivable from CIRM of $2,200 (Note 4). The award does not bear a royalty payment commitment nor is the award otherwise refundable. $4,058 and $6,267 was recorded as participation by CIRM in research and development expenses during the year ended in December 31, 2019 and during the year ended December 31, 2018, respectively (see Note 12). |
STOCK CAPITAL
STOCK CAPITAL | 12 Months Ended |
Dec. 31, 2019 | |
STOCK CAPITAL | |
STOCK CAPITAL | NOTE 11 - STOCK CAPITAL 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 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 and the remainder has an exercise price of $4.35. All of the ACCBT 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 were reduced, in exchange for a five (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 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 June 13, 2014, the Company raised gross proceeds of $10,500 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 up to 2,800,000 shares of Common Stock at an exercise price of $5.22 per 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 Warrant Exercise Agreement, dated January 8, 2015, holders of Company 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 3,858,200 unregistered shares of Common Stock at an exercise price of $6.50 per share. Gross proceeds from the exercise of the warrants were approximately $13,300. In connection with the Exercise Agreement, the Company issued the Placement Agency a warrant to purchase 38,200 shares of Common 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 $12,400. On June 6, 2018, the Company entered into a Warrant Exercise Agreement (the “Warrant Exercise Agreement”) with certain holders (the “Holders”) of warrants (the “2015 Warrants”) to purchase Company Common Stock, which 2015 Warrants were originally issued in the Company’s January 8, 2015 private placement. Pursuant to the Warrant Exercise Agreement, the Holders exercised their 2015 Warrants for a total of 2,458,201 shares of Common Stock (the “Exercised Shares”) at an amended exercise price of $5 per share. The warrant exercises generated gross cash proceeds to the Company of $12,291 ($12,040 net of issuance expenses). In addition, the Company issued new warrants to the Holders to purchase an aggregate 2,458,201 unregistered shares of Common Stock, at an exercise price of $9, with an expiration date of December 31, 2020 (the “New Warrants”). The Warrant Exercise Agreement also requires that to the extent that a Holder's exercise of 2015 Warrants would result in such Holder exceeding the Beneficial Ownership Limitation (as defined in the 2015 Warrants), such excess warrant shares shall be held for the benefit of such Warrant Holder until such time as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation. Per this requirement, as of December 31, 2018, 899,999 of 2,458,201 shares to be issued pursuant to the 2015 Warrants have not yet been issued and the related proceeds amounting to $4,408 were recorded as receipts on account of shares. 899,999 shares were issued during 2019 and there are no receipts on account of shares as of December 31, 2019. On August 2, 2019, the Company entered into a Warrant Exercise Agreement which generated gross cash proceeds to the Company of approximately $3.3 million. Pursuant to the agreement, certain holders (the “Holders”) of warrants issued by the Company on June 6, 2018 (the “2018 Warrants”) agreed to exercise 842,000 shares of Common Stock of their 2018 Warrants, at an amended exercise price of $3.90 per share, and the Company agreed to issue new warrant shares to the Holders to purchase 842,000 shares of Common Stock (the “New Warrants”), at an exercise price of $7.00, with an expiration date of December 31, 2021. The 2018 Warrants held by the Holders, to the extent not exercised, were also amended to reduce the exercise price to $7.00 per share and to extend the expiration date to December 31, 2021. Subject to limited exceptions, for the 90 days following the date of the Warrant Exercise Agreement, neither the Company nor any Subsidiary will issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock, without the prior written consent of the Holders of a majority of the New Warrant shares. The Company also agreed that during the time the New Warrants are unexercised, the Company will not enter into any agreements with any holder of 2018 Warrants with more favorable terms, without the consent of the Holders of a majority of the warrant shares then exercisable under all outstanding August 2019 Warrant Exercise Agreements. The New Warrants have not been registered under the Securities Act of 1933, as amended (the Securities Act), or state securities laws. The shares issuable upon exercise of the New Warrants have been registered for resale on the Company’s registration statement on Form S-3 (File No. 333-233349). The Exercised Shares have been registered for resale on the Company’s registration statement on Form S-3 (File No. 333225995). The issuance of the Exercised Shares and New 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. Since its inception the Company has raised approximately $64,000, net in cash in consideration for issuances of Common Stock and warrants in private placements and public offerings as well as proceeds from warrants exercises. Warrants: The following table sets forth the number, exercise price and expiration date of Company warrants outstanding as of December 31, 2019: Outstanding As Of December 31, Exercise Exercisable Issuance Date 2019 price Through Aug 2007‑ Jan 2011 2,016,666 3 - 4.35 Nov‑2022 Jun‑2018 458,202 9 Dec-2020 Jun‑2018 1,158,000 7 Dec‑2021 Aug - 2019 842,000 7 Dec‑2021 Total 4,474,868 At-the-market (ATM) Offering: On June 11, 2019, the Company entered into a Distribution Agreement with Raymond James & Associates, Inc. (“Agent”), pursuant to which the Company may sell from time to time, through the Agent, shares of Common Stock (the “Shares”), having an aggregate offering amount of up to $20,000 (the “ATM Offering”). Sales of the Shares, if any, will be made by any method permitted by law that is deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Shares, through a market maker or as otherwise agreed by the Company and the Distribution Agent. The Company has no obligation to sell any of the Shares,and may at any time suspend sales under the Distribution Agreement or terminate the Distribution Agreement in accordance with its terms. Agent will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds from the Shares sold. The Shares will be issued pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333225517) (the “Registration Statement”), which was filed with the SEC and declared effective by the SEC on June 29, 2018, and the Prospectus Supplement to the Registration Statement filed June 11, 2019. As of December 31, 2019, the Company had sold an aggregate of 724,215 Shares under the Distribution Agreement for gross proceeds of approximately $2,909. As of December 31, 2019, settlement date the Company had received gross proceeds of approximately $2,100 for aggregate sales of 542,736 Shares under the Distribution Agreement. Stock Plans: During the fiscal year ended December 31, 2019, the Company had outstanding awards for stock options under four stockholder approved plans: (i) the 2004 Global Stock Option Plan and the Israeli Appendix thereto (the “2004 Global Plan”) (ii) the 2005 U.S. Stock Option and Incentive Plan (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 2014 Global Plan, the “2014 Plans”). The 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 and November 29, 2018. 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 4,000,000 shares of Common Stock available for issuance. As of December 31, 2019, 2,146,689 shares were available for future issuances under the 2014 Plans. The exercise price of the options granted under the 2014 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. Share-based compensation to employees and to directors: Employees: Chaim Lebovits, the Company’s Chief Executive Officer and President (i) was granted a stock option under the 2014 Global Plan on September 28, 2015 for the purchase of up to 369,619 shares of the 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, July 26, 2018, July 26, 2019, and is entitled to receive on each anniversary thereafter (provided he remains Chief Executive Officer), a grant of 31,185 shares of restricted stock, each of which vests as to twenty-five percent (25%) of the award on the first, second, third and fourth anniversary of the date of grant and is subject to accelerated vesting upon a Change of Control (as defined in the Lebovits employment agreement) of the Company; and (iii) was granted on July 26, 2017 a fully vested and exercisable option to purchase up to 41,580 shares of Common Stock, with an exercise price per share of $4.81. The option was fully-vested and exercisable until the 2nd anniversary of the date of grant, when it expired unexercised. Dr. Ralph Kern, Chief Operating Officer and Chief Medical Officer of the Company, received on March 6, 2017, March 6, 2018 and March 6, 2019, and is entitled to receive on each anniversary thereafter (provided he remains employed by the Company), a grant of 35,885 shares of restricted stock, each of which vests as to twenty-five percent (25%) of the award on the first, second, third and fourth anniversary of the date of grant and is subject to accelerated vesting upon a Change of Control (as defined in the agreement) of the Company. On March 6, 2017, Dr. Kern also received an option under the 2014 U.S. 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 until the 2nd anniversary of the date of grant, when it expired unexercised. Uri Yablonka, the Company’s Executive Vice President, Chief Business Officer and director is granted a stock option for the purchase of up to 13,333 shares of Common Stock on the first business day after each annual meeting of stockholders (or special meeting in lieu thereof) of the Company (including on November 10, 2017 and November 30, 2018), each with an exercise price per share of $0.75, and each of which vests and becomes exercisable in 12 monthly installments. 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, which fully vested on April 1, 2018. On November 20, 2017 the Company also granted to Mr. Rubin an option to purchase up to 93,686 shares of Common Stock, at an exercise price per share equal to $4.30 per share, which shall vest and become exercisable as to 25% of the shares underlying the Option on each of the first, second, third and fourth anniversary of the date of grant, subject to accelerated vesting upon a Change of Control of the Company or a Material Secondary Public Offering of the Company (each as defined in Mr. Rubin’s employment agreement ). Mr. Rubin resigned effective September 18, 2019 and all unvested and unexercised shares were forfeited in accordance with the 2014 Global Plan. On August 28, 2018, the Company granted Arturo Araya, Chief Commercial Officer of the Company an option to purchase 200,000 shares of Common Stock, at an exercise price of $3.98 per share. 25% of the grant shall vest and become exercisable on each of the first, second, third and fourth anniversaries of the grant date and subject to accelerated vesting upon a Change of Control (as defined in the agreement). On August 28, 2018, Mr. Araya resigned from the GNC Committee, and the restricted stock previously granted to him in connection with his service on the Board and the GNC Committee ceased vesting and the unvested shares were forfeited. On September 6, 2019, the Company granted Preetam Shah, Executive Vice President, Chief Financial Officer and Treasurer of the Company, stock options (i) to purchase up to 100,000 shares of Common Stock, at an exercise price of $3.96 per share, and (ii) to purchase up to 100,000 shares of Common Stock at an exercise price per share equal to $6.00 per share. Each option shall vest and become exercisable as follows: 25% of the shares underlying the option shall vest and become exercisable on the first anniversary of the date of grant, and the remaining shares underlying the option shall vest and become exercisable in equal quarterly installments thereafter, until fully vested and exercisable on the fourth anniversary of the date of grant, and is subject to accelerated vesting upon a Change of Control (as defined in Dr. Shah’s employment agreement) of the Company. On September 6, 2019, the Company granted Dr. Shah 25,000 shares of restricted common stock of the Company, which shall vest as to 100% of the award on the one year anniversary of the grant date, and is subject to accelerated vesting upon a Change of Control (as defined in Dr. Shah’s employment agreement) of the Company. The Company granted Mary Kay Turner, an employee, 9,924 shares of restricted Common Stock on August 17, 2017,11,198 shares of restricted Common Stock on August 1, 2018 and 11,533 on August 1, 2019, each of which vests as to 25% of the grant yearly over the course of four (4) years. On July 9, 2018, the Company granted Susan Ward, an employee, an option to purchase 150,000 shares of Common Stock at an exercise price of $4.21 per share, which vests and becomes exercisable as to 20% of the option on each of the first, second, third, fourth and fifth anniversaries of the date of grant. Directors: From 2005 through 2015, the Company granted its directors options to purchase an aggregate of 402,778 shares of Common Stock at an average exercise price of $1.34 per 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 qualified directors for their services in future periods, which annual awards have had the same terms since 2014, as further detailed in the Director Compensation Plan. During the year ended December 31, 2019, the following grants were made under the 2014 Plans to eligible directors: - On February 22, 2019 Dr. Anthony J. Polverino received 3,501 shares of restricted stock for his service as a director. Restricted Stock: The Company awards stock and restricted stock to certain employees, officers, directors, and/or service providers. The restricted stock vests in accordance with such conditions and restrictions determined by the GNC Committee. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified restricted period. The purchase price (if any) of shares of restricted stock is determined by the GNC Committee. If the performance goals and other restrictions are not attained, the grantee will automatically forfeit their unvested awards of restricted stock to the Company. Compensation expense for restricted stock is based on fair market value at the grant date. Weighted Average Number of Weighted Remaining Restricted Average Grant Contractual Stock Date Fair Value Term (Years) Nonvested as of December 31, 2017 126,808 4.25 1.31 Granted 144,447 3.59 Vested 118,347 3.81 Forfeitures — — Nonvested as of December 31, 2018 152,908 3.96 1.56 Granted 113,012 3.98 Vested 64,535 3.88 Forfeitures — — Nonvested as of December 31, 2019 201,385 4.00 1.95 The total compensation expense recorded by the Company in respect of its stock and restricted stock awards to certain employees, officers, directors, and service providers for the year ended December 31, 2019 and 2018 amounted to $392 and $506, respectively. Stock Options: Under the 2014 Plans, the Company may award stock options to certain employees, officers, directors, and service providers. The stock options vest in accordance with such conditions and restrictions determined by the GNC Committee. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified period. Stock options awarded are valued based upon the Black-Scholes option pricing model and the Company recognizes this value as stock compensation expense over the periods in which the options vest. Use of the Black Scholes option-pricing model requires that the Company make certain assumptions, including expected volatility, risk-free interest rate, expected dividend yield, and the expected life of the options. The Company granted stock options to purchase 204,167 and 588,665 shares in 2019 and 2018, respectively. 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 2019 2018 Weighted Weighted Amount average Aggregate Amount average Aggregate of exercise intrinsic of exercise intrinsic options price value options price value $ $ $ $ Outstanding at beginning of period 1,496,287 3.0581 940,954 2.4681 Granted 204,167 4.8937 588,665 3.8706 Exercised (18,665) 1.8943 — — Cancelled (388,782) 4.2239 (33,332) — Outstanding at end of period 1,293,007 3.0142 1,636,630 1,496,287 3.0581 735,992 Vested and expected-to-vest at end of period 840,579 2.3765 2,048,529 840,579 2.3765 986,447 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, 2019 and December 31, 2018 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. The options outstanding as of December 31, 2019 and December 31, 2018, have been separated into exercise prices, as follows: Weighted average remaining contractual Options Exercise Options outstanding Life - Years exercisable as of price As of December 31, As of December 31, As of December 31, $ 2019 2018 2019 2018 2019 2018 0.75 222,833 218,666 6.78 7.73 222,833 183,222 1.005 — 5,333 — 0.5 — 5,333 2.25 56,555 69,889 1.98 2.57 56,555 69,889 2.45 369,619 369,619 5.75 6.75 369,619 369,619 2.70 78,667 82,667 3.71 4.65 78,667 82,667 3.90 13,333 15,000 2.59 3.59 13,333 15,000 3.96 100,000 — 9.69 — — — 3.98 200,000 200,000 8.66 9.66 50,000 — 4.11 — 200,000 — 9.58 — — 4.18 — 47,847 — 0.18 — 47,847 4.21 150,000 150,000 8.53 9.53 30,000 — 4.3 — 93,686 — 8.89 — 23,422 4.80 2,000 2,000 0.11 1.11 2,000 2,000 4.81 — 41,580 — 0.56 — 41,580 6.00 100,000 — 9.69 — — — 1,293,007 1,496,287 7.32 7.32 823,007 840,579 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, 2019 2018 Expected volatility % 65%‑66 % Risk-free interest % 2.77%‑2.87 % Dividend yield % % Expected life of up to (years) 5.5 Compensation expense recorded by the Company in respect of its stock-based employees and directors compensation awards in accordance with ASC 718‑10 for the year ended December 31, 2019 and 2018 amounted to $764 and $917, respectively. Shares and warrants issued to service providers: On August 17, 2017 the Company issued to Anthony Fiorino, the former CEO of the Company, for consulting services rendered, a grant of 4,327 shares of restricted stock 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. Compensation expense recorded by the Company in respect of its stock-based service provider compensation awards for the year ended December 31, 2019 and 2018 amounted to $25 and $102, respectively. On March 26, 2019, the Company issued to its legal advisor 5,908 shares of Common Stock under the 2014 U.S. Plan for certain 2018 legal services. The related compensation expense was recorded as general and administrative expense in 2018. On May 23, 2019, the Company granted to a former director, in consideration for services rendered to the Company, an option under the 2014 Global Plan to purchase up to 4,167 shares of Common Stock with an exercise price per share of $0.75. The option was fully vested and exercisable as of the date of grant. 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: December 31 2019 2018 U.S. $ in thousands Research and development 123 175 General and administrative 666 844 Total stock-based compensation expense 789 1,019 |
RESEARCH AND DEVELOPMENT, NET
RESEARCH AND DEVELOPMENT, NET | 12 Months Ended |
Dec. 31, 2019 | |
RESEARCH AND DEVELOPMENT, NET | |
RESEARCH AND DEVELOPMENT, NET | NOTE 12 - RESEARCH AND DEVELOPMENT, NET Composition: Year ended December 31 2019 2018 U.S. $ in thousands Research and development 24,741 16,330 Less : Participation by CIRM (4,058) (6,267) Less: Participation by Israeli Hospital Exemption regulatory pathway (2,381) Less : Participation by the Israel Innovation Authorities (732) (1,770) Less: Participation by other grants (366) — 17,204 8,293 |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2019 | |
TAXES ON INCOME | |
TAXES ON INCOME | NOTE 13 - TAXES ON INCOME A. Tax rates applicable to the income of the Israeli subsidiary: BCT is taxed according to Israeli tax laws. The Israeli corporate tax rate was 24% in the year 2017, and reduced to 23% in the year 2018 and onwards. Such tax rate changes had no significant impact on the Company’s financial statements. The Company is taxed according to U.S. tax laws. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. The Act did not have an effect on the financial results and position of the Company. 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 2019 2018 U.S. $ in thousands Operating loss carryforward 73,260 57,768 Net deferred tax asset before valuation allowance 19,911 15,916 Valuation allowance (19,911) (15,916) Net deferred tax asset 795 772 As of December 31, 2019, the Company has provided a full valuation allowances of $19,911 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. C. Available carryforward tax losses: As of December 31, 2019, the Company has an accumulated tax loss carryforward of approximately $73,260. Carryforward tax losses in Israel are of unlimited duration. Under the Tax Cut and Jobs Act of 2017, or the Tax Act, federal net operating losses (NOL) incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal tax law. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percent change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. Such limitations 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 2019 2018 U.S. $ in thousands United States (4,378) (3,617) Israel (18,875) (10,331) (23,253) (13,948) E. Due to the Company’s cumulative losses, the effect of ASC 740 as codified from ASC 740‑10 is not material. |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 12 Months Ended |
Dec. 31, 2019 | |
TRANSACTIONS WITH RELATED PARTIES | |
TRANSACTIONS WITH RELATED PARTIES | NOTE 14 - TRANSACTIONS WITH RELATED PARTIES 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 2019 and 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS As of February 11, 2020, the Company has raised aggregate gross proceeds of approximately $18.6 million under the ATM Distribution Agreement. 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. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | 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. |
Use of estimates | 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. |
Financial statements in U.S. dollars | 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 the 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 "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. |
Principles of consolidation | D. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, BCT, Brainstorm UK and Brainstorm Cell Therapeutics Limited (Irish Company). Intercompany balances and transactions have been eliminated upon consolidation. |
Cash and cash equivalents | E. Cash and cash equivalents: Cash and cash equivalents include cash in hand and short-term highly liquid investments that are readily convertible to cash with maturities of three months or less as of the date acquired and that are exposed to insignificant risk of change in value. |
Property and equipment | 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 options if any) or useful life |
Accrued post-employment benefit | G. 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 | H. Fair value of financial instruments: The carrying values of cash and cash equivalents, other accounts receivable, other assets, trade payables and other accounts payable approximate their fair value due to the short-term maturity of these instruments. |
Accounting for stock-based compensation | I. Accounting for stock-based compensation: In accordance with ASC 718‑10 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. 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 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. The Company accounts for shares and warrant grants issued to non-employees using the guidance of ASU No. 2018-07 "Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting." which expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. |
Basic and diluted net loss per share | J. 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 "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, 2019 and December 31, 2018, since all such securities have an anti-dilutive effect. |
Research and development expenses, net | K. Research and development expenses, net: Research and development expenses, are charged to the statement of operations as incurred. Royalty-bearing grants from the Israel Innovation Authorities (“IIA”) and a non-dilutive, non-royalty-bearing grant from 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 |
Income taxes | L. Income taxes: The Company accounts for income taxes in accordance with ASC 740‑10 "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. |
Recent Accounting Standards | M. Recently adopted accounting standards: On January 1, 2019 the Company adopted ASU 2016-02, "Leases" (Topic 842) (“ASU 2016-02”) using the modified retrospective approach for all lease arrangements at the beginning period of adoption. Results for the reporting period beginning January 1, 2019 are presented under ASU 2016-02, which requires, among other items, lessees to recognize a right-of-use asset (“ROU assets”) and lease liability for most leases. Upon adoption of the new lease standard, the Company recorded right of use assets of $3,197 and lease liabilities of $3,197 in connection with its operating leases. See Note 6 for additional information regarding our commitments under various lease obligations. Arrangements that are determined to be leases at inception are recognized in long-term ROU assets and long-term lease liabilities in the condensed consolidated balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on the financial position or results of operations. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of annual depreciation rates | 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 options if any) or useful life |
OTHER ACCOUNTS RECEIVABLE (Tabl
OTHER ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
OTHER ACCOUNTS RECEIVABLE | |
Schedule of accounts receivables | December 31 2019 2018 U.S. $ in thousands Grants receivable from CIRM (Note 10) 2,200 1,642 Grants receivable from IIA 85 277 Government institutions and other 90 90 2,359 2,009 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
LEASES | |
Schedule of supplemental cash flow information related to operating leases | Supplemental cash flow information related to operating leases was as follows: Twelve Months ended December 31, 2019 Cash payments for operating leases 1,296 New operating lease assets obtained in exchange for operating lease liabilities 2,182 |
Schedule of future lease payments under operating leases | Future lease payments under operating leases as of December 31, 2019 were as follows: Operating Leases 2020 1,318 2021 1,247 Total future lease payments 2,565 Less imputed interest (199) Total lease liability balance 2,366 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | |
Schedule of Property, plant and equipment | December 31 2019 2018 U.S. $ in thousands Cost: Office furniture and equipment 73 73 Computer software and electronic equipment 209 202 Laboratory equipment 1,617 1,173 Leasehold improvements 795 772 2,694 2,220 Accumulated depreciation: Office furniture and equipment 33 28 Computer software and electronic equipment 196 186 Laboratory equipment 777 639 Leasehold improvements 728 716 1,734 1,569 Depreciated cost 960 651 |
STOCK CAPITAL (Tables)
STOCK CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
STOCK CAPITAL | |
Schedule of the number, exercise price and expiration date of Company warrants outstanding | The following table sets forth the number, exercise price and expiration date of Company warrants outstanding as of December 31, 2019: Outstanding As Of December 31, Exercise Exercisable Issuance Date 2019 price Through Aug 2007‑ Jan 2011 2,016,666 3 - 4.35 Nov‑2022 Jun‑2018 458,202 9 Dec-2020 Jun‑2018 1,158,000 7 Dec‑2021 Aug - 2019 842,000 7 Dec‑2021 Total 4,474,868 |
Schedule of compensation expense for restricted stock is based on fair market value at the grant date | Weighted Average Number of Weighted Remaining Restricted Average Grant Contractual Stock Date Fair Value Term (Years) Nonvested as of December 31, 2017 126,808 4.25 1.31 Granted 144,447 3.59 Vested 118,347 3.81 Forfeitures — — Nonvested as of December 31, 2018 152,908 3.96 1.56 Granted 113,012 3.98 Vested 64,535 3.88 Forfeitures — — Nonvested as of December 31, 2019 201,385 4.00 1.95 |
Summary of the Company's option activity | 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 2019 2018 Weighted Weighted Amount average Aggregate Amount average Aggregate of exercise intrinsic of exercise intrinsic options price value options price value $ $ $ $ Outstanding at beginning of period 1,496,287 3.0581 940,954 2.4681 Granted 204,167 4.8937 588,665 3.8706 Exercised (18,665) 1.8943 — — Cancelled (388,782) 4.2239 (33,332) — Outstanding at end of period 1,293,007 3.0142 1,636,630 1,496,287 3.0581 735,992 Vested and expected-to-vest at end of period 840,579 2.3765 2,048,529 840,579 2.3765 986,447 |
Schedule of options outstanding have been separated into exercise prices | The options outstanding as of December 31, 2019 and December 31, 2018, have been separated into exercise prices, as follows: Weighted average remaining contractual Options Exercise Options outstanding Life - Years exercisable as of price As of December 31, As of December 31, As of December 31, $ 2019 2018 2019 2018 2019 2018 0.75 222,833 218,666 6.78 7.73 222,833 183,222 1.005 — 5,333 — 0.5 — 5,333 2.25 56,555 69,889 1.98 2.57 56,555 69,889 2.45 369,619 369,619 5.75 6.75 369,619 369,619 2.70 78,667 82,667 3.71 4.65 78,667 82,667 3.90 13,333 15,000 2.59 3.59 13,333 15,000 3.96 100,000 — 9.69 — — — 3.98 200,000 200,000 8.66 9.66 50,000 — 4.11 — 200,000 — 9.58 — — 4.18 — 47,847 — 0.18 — 47,847 4.21 150,000 150,000 8.53 9.53 30,000 — 4.3 — 93,686 — 8.89 — 23,422 4.80 2,000 2,000 0.11 1.11 2,000 2,000 4.81 — 41,580 — 0.56 — 41,580 6.00 100,000 — 9.69 — — — 1,293,007 1,496,287 7.32 7.32 823,007 840,579 |
Schedule of Compensation expense | 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, 2019 2018 Expected volatility % 65%‑66 % Risk-free interest % 2.77%‑2.87 % Dividend yield % % Expected life of up to (years) 5.5 |
Schedule of 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: December 31 2019 2018 U.S. $ in thousands Research and development 123 175 General and administrative 666 844 Total stock-based compensation expense 789 1,019 |
RESEARCH AND DEVELOPMENT, NET (
RESEARCH AND DEVELOPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
RESEARCH AND DEVELOPMENT, NET | |
Schedule of Research and development, Net | Year ended December 31 2019 2018 U.S. $ in thousands Research and development 24,741 16,330 Less : Participation by CIRM (4,058) (6,267) Less: Participation by Israeli Hospital Exemption regulatory pathway (2,381) Less : Participation by the Israel Innovation Authorities (732) (1,770) Less: Participation by other grants (366) — 17,204 8,293 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
TAXES ON INCOME | |
Summary significant components of the Company's deferred tax assets | Significant components of the Company’s deferred tax assets are as follows: December 31 2019 2018 U.S. $ in thousands Operating loss carryforward 73,260 57,768 Net deferred tax asset before valuation allowance 19,911 15,916 Valuation allowance (19,911) (15,916) Net deferred tax asset 795 772 |
Schedule of loss from continuing operations, before taxes on income | D. Loss from continuing operations, before taxes on income, consists of the following: Year ended December 31 2019 2018 U.S. $ in thousands United States (4,378) (3,617) Israel (18,875) (10,331) (23,253) (13,948) |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Annual depreciation rates (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Office furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Depreciation Rates | 7.00% |
Computer software and electronic equipment | |
Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Depreciation Rates | 33.00% |
Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment Depreciation Rates | 15.00% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 8.33% | |
Operating Lease, Liability | $ 2,366 | |
Operating Lease, Right-of-Use Asset | 2,182 | $ 0 |
Accounting Standards Update 2016-02 | ||
Accounting Policies [Line Items] | ||
Operating Lease, Liability | 3,197 | |
Operating Lease, Right-of-Use Asset | $ 3,197 |
RESEARCH AND LICENSE AGREEMENT
RESEARCH AND LICENSE AGREEMENT (Details) | 12 Months Ended |
Dec. 31, 2019 | |
RESEARCH AND LICENSE AGREEMENT | |
Percentage Of Royalty Payment If Licensed Product Covered By Valid Claim Or Orphan Drug Status | 5.00% |
Percentage Of Royalty Payment If Licensed Product Not Covered By Valid Claim Or Orphan Drug Status | 3.00% |
Validity Of Royalty Payment Not Covered By Valid Claim Or Orphan Drug Status | 15 years |
OTHER ACCOUNTS RECEIVABLE (Deta
OTHER ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Government institutions and other | $ 90 | $ 90 |
Non-trade Receivables, Current, Total | 2,359 | 2,009 |
California Institute Of Regenerative Medicine | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Grants receivable | 2,200 | 1,642 |
Israel Innovation Authorities | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Grants receivable | $ 85 | $ 277 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Prepaid Expense, Current | $ 276 |
City of Hope | |
Payments to Suppliers | $ 2,665 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information related to operating leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
LEASES | |
Cash payments for operating leases | $ 1,296 |
New operating lease assets obtained in exchange for operating lease liabilities | $ 2,182 |
LEASES - Future lease payments
LEASES - Future lease payments under operating leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
LEASES | |
2020 | $ 1,318 |
2021 | 1,247 |
Total future lease payments | 2,565 |
Less imputed interest | (199) |
Total lease liability balance | $ 2,366 |
LEASES - Additional information
LEASES - Additional information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
LEASES | ||
Operating Lease, Right-of-Use Asset | $ 2,182 | $ 0 |
Operating Lease, Liability | $ 2,366 | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 11 months 19 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 8.25% |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and equipment , Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment: | ||
Cost | $ 2,694 | $ 2,220 |
Accumulated depreciation | 1,734 | 1,569 |
Depreciated cost | 960 | 651 |
Office furniture and equipment | ||
Property, Plant and Equipment: | ||
Cost | 73 | 73 |
Accumulated depreciation | 33 | 28 |
Computer software and electronic equipment | ||
Property, Plant and Equipment: | ||
Cost | 209 | 202 |
Accumulated depreciation | 196 | 186 |
Laboratory equipment | ||
Property, Plant and Equipment: | ||
Cost | 1,617 | 1,173 |
Accumulated depreciation | 777 | 639 |
Leasehold improvements | ||
Property, Plant and Equipment: | ||
Cost | 795 | 772 |
Accumulated depreciation | $ 728 | $ 716 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT | ||
Depreciation | $ 164 | $ 110 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments And Contingencies [Line Items] | |
Grants Underlying Basis | The grant is linked to the exchange rate of the dollar and bears interest of Libor per annum. |
Israel Innovation Authorities | BCT | |
Commitments And Contingencies [Line Items] | |
Amounts Of Grants Received | $ 955 |
Minimum [Member] | Israel Innovation Authorities | BCT | |
Commitments And Contingencies [Line Items] | |
Percentage Of Royalty Payments Agreed For Grants | 3.00% |
Maximum [Member] | Israel Innovation Authorities | BCT | |
Commitments And Contingencies [Line Items] | |
Percentage Of Royalty Payments Agreed For Grants | 3.50% |
SHORT TERM INVESTMENTS (Details
SHORT TERM INVESTMENTS (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash and Cash Equivalents [Line Items] | ||
Maturity of short term investments | 4 months | 4 months |
Minimum [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Annual interest rate on bank deposits | 0.05% | 0.05% |
Maximum [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Annual interest rate on bank deposits | 3.15% | 3.15% |
GRANTS RECEIVABLE (Details)
GRANTS RECEIVABLE (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2017 | |
Research and Development Arrangement, Contract to Perform for Others, Compensation Earned | $ 366 | ||
California Institute Of Regenerative Medicine | |||
Grants Receivable | 2,200 | $ 15,912 | |
Proceeds from Grantors | 12,550 | $ 9,050 | |
Research and Development Arrangement, Contract to Perform for Others, Compensation Earned | $ 4,058 | $ 6,267 |
STOCK CAPITAL - The number, exe
STOCK CAPITAL - The number, exercise price and expiration date of Company warrants outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Jun. 13, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Class of Warrant or Right, Outstanding | 4,474,868 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.22 | |
April 2007-Jan 2011 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Class of Warrant or Right, Outstanding | 2,016,666 | |
Warrant Exercisable Term | Nov‑2022 | |
April 2007-Jan 2011 | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.35 | |
April 2007-Jan 2011 | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |
Jun-2018 | Dec-2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Class of Warrant or Right, Outstanding | 458,202 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9 | |
Warrant Exercisable Term | Dec-2020 | |
Jun-2018 | Dec2021 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Class of Warrant or Right, Outstanding | 1,158,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | |
Warrant Exercisable Term | Dec‑2021 | |
Aug-2019 | Dec2021 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Class of Warrant or Right, Outstanding | 842,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | |
Warrant Exercisable Term | Dec‑2021 |
STOCK CAPITAL - Restricted Stoc
STOCK CAPITAL - Restricted Stock (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | |
Number of Shares of Restricted Stock, Nonvested at beginning of period | 152,908 | ||
Granted | 113,012 | 144,447 | |
Vested | 64,535 | 118,347 | |
Forfeitures | 0 | 0 | |
Number of Shares of Restricted Stock, Nonvested at end of period | 201,385 | 152,908 | 126,808 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 3.96 | ||
Granted | 3.98 | $ 3.59 | |
Vested | 3.88 | 3.81 | |
Forfeitures | 0 | 0 | |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 4 | $ 3.96 | $ 4.25 |
Weighted Average Remaining Contractual Term (Years), Nonvested | 1 year 11 months 12 days | 1 year 6 months 22 days | 1 year 3 months 22 days |
STOCK CAPITAL - Employee Stock
STOCK CAPITAL - Employee Stock Option (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Amount of options, Outstanding at beginning of period | 1,496,287 | |
Amount of options, Outstanding at end of period | 1,293,007 | 1,496,287 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Amount of options, Outstanding at beginning of period | 1,496,287 | 940,954 |
Amount of options, Granted | 204,167 | 588,665 |
Amount of options, Exercised | (18,665) | |
Amount of options, Cancelled | (388,782) | (33,332) |
Amount of options, Outstanding at end of period | 1,293,007 | 1,496,287 |
Amount of options, Vested and expected-to-vest at end of period | 840,579 | 840,579 |
Weighted average exercise price, Outstanding at beginning of period (in dollars per share) | $ 3.0581 | $ 2.4681 |
Weighted average exercise price, Granted (in dollars per share) | 4.8937 | 3.8706 |
Weighted average exercise price, Exercised (in dollars per share) | 1.8943 | |
Weighted Average exercise Price, Cancelled (in dollars per share) | 4.2239 | |
Weighted average exercise price, Outstanding at end of period (in dollars per share) | 3.0142 | 3.0581 |
Weighted average exercise price, Vested and expected-to-vest at end of period (in dollars per share) | $ 2.3765 | $ 2.3765 |
Aggregate intrinsic value, Outstanding at end of period (in dollars) | $ 1,636,630 | $ 735,992 |
Aggregate intrinsic value, Vested and expected-to-vest at end of period (in dollars) | $ 2,048,529 | $ 986,447 |
STOCK CAPITAL - The options out
STOCK CAPITAL - The options outstanding have been separated into exercise prices (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options outstanding at end of period | 1,293,007 | 1,496,287 |
Weighted average remaining contractual Life Years | 7 years 3 months 26 days | 7 years 3 months 26 days |
Options exercisable | 823,007 | 840,579 |
Exercise Price 0.75 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 0.75 | |
Options outstanding at end of period | 222,833 | 218,666 |
Weighted average remaining contractual Life Years | 6 years 9 months 11 days | 7 years 8 months 23 days |
Options exercisable | 222,833 | 183,222 |
Exercise Price 1.005 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 1.005 | |
Options outstanding at end of period | 5,333 | |
Weighted average remaining contractual Life Years | 0 years | 6 months |
Options exercisable | 5,333 | |
Exercise Price 2.25 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 2.25 | |
Options outstanding at end of period | 56,555 | 69,889 |
Weighted average remaining contractual Life Years | 1 year 11 months 23 days | 2 years 6 months 26 days |
Options exercisable | 56,555 | 69,889 |
Exercise Price 2.45 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 2.45 | |
Options outstanding at end of period | 369,619 | 369,619 |
Weighted average remaining contractual Life Years | 5 years 9 months | 6 years 9 months |
Options exercisable | 369,619 | 369,619 |
Exercise Price 2.70 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 2.70 | |
Options outstanding at end of period | 78,667 | 82,667 |
Weighted average remaining contractual Life Years | 3 years 8 months 16 days | 4 years 7 months 24 days |
Options exercisable | 78,667 | 82,667 |
Exercise Price 3.90 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 3.90 | |
Options outstanding at end of period | 13,333 | 15,000 |
Weighted average remaining contractual Life Years | 2 years 7 months 2 days | 3 years 7 months 2 days |
Options exercisable | 13,333 | 15,000 |
Exercise Price 3.96 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 3.96 | |
Options outstanding at end of period | 100,000 | |
Weighted average remaining contractual Life Years | 9 years 8 months 9 days | 0 years |
Exercise Price 3.98 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 3.98 | |
Options outstanding at end of period | 200,000 | 200,000 |
Weighted average remaining contractual Life Years | 8 years 7 months 28 days | 9 years 7 months 28 days |
Options exercisable | 50,000 | |
Exercise Price 4.11 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 4.11 | |
Options outstanding at end of period | 200,000 | |
Weighted average remaining contractual Life Years | 0 years | 9 years 6 months 29 days |
Exercise Price 4.18 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 4.18 | |
Options outstanding at end of period | 47,847 | |
Weighted average remaining contractual Life Years | 0 years | 2 months 5 days |
Options exercisable | 47,847 | |
Exercise Price 4.21 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 4.21 | |
Options outstanding at end of period | 150,000 | 150,000 |
Weighted average remaining contractual Life Years | 8 years 6 months 11 days | 9 years 6 months 11 days |
Options exercisable | 30,000 | |
Exercise Price 4.3 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 4.3 | |
Options outstanding at end of period | 93,686 | |
Weighted average remaining contractual Life Years | 0 years | 8 years 10 months 21 days |
Options exercisable | 23,422 | |
Exercise Price 4.80 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 4.80 | |
Options outstanding at end of period | 2,000 | 2,000 |
Weighted average remaining contractual Life Years | 1 month 10 days | 1 year 1 month 10 days |
Options exercisable | 2,000 | 2,000 |
Exercise Price 4.81 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 4.81 | |
Options outstanding at end of period | 41,580 | |
Weighted average remaining contractual Life Years | 0 years | 6 months 22 days |
Options exercisable | 41,580 | |
Exercise Price 6.00 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price (in dollars per share) | $ 6 | |
Options outstanding at end of period | 100,000 | |
Weighted average remaining contractual Life Years | 9 years 8 months 9 days | 0 years |
STOCK CAPITAL - Compensation ex
STOCK CAPITAL - Compensation expense (Details) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Expected volatility | 60.00% | |
Expected volatility(min) | 65.00% | |
Expected volatility(max) | 66.00% | |
Risk-free interest | 1.44% | |
Risk free interest rate(min) | 2.77% | |
Risk free interest rate(max) | 2.87% | |
Dividend yield | 0.00% | 0.00% |
Expected life of up to (years) | 5 years 6 months | 5 years 6 months |
STOCK CAPITAL - Stock-Based Com
STOCK CAPITAL - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 789 | $ 1,019 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 123 | 175 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 666 | $ 844 |
STOCK CAPITAL - Additional info
STOCK CAPITAL - Additional information (Details) - USD ($) | Sep. 06, 2019 | Aug. 02, 2019 | Aug. 01, 2019 | Jun. 11, 2019 | May 23, 2019 | Mar. 26, 2019 | Mar. 06, 2019 | Aug. 01, 2018 | Jul. 09, 2018 | Jun. 06, 2018 | Mar. 06, 2018 | Nov. 20, 2017 | Jul. 13, 2017 | Jun. 19, 2017 | Mar. 06, 2017 | Jan. 08, 2015 | Jan. 08, 2015 | Jun. 13, 2014 | Jul. 02, 2007 | Aug. 28, 2018 | Feb. 01, 2018 | Nov. 20, 2017 | Aug. 17, 2017 | Jul. 26, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2015 | Jun. 06, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Proceeds from issuance of Common stock, net | $ 64,000,000 | |||||||||||||||||||||||||||
Fixed Commission Percentage | 3.00% | |||||||||||||||||||||||||||
Warrants Issued To Purchase Of Common Stock | 672,222 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 3,300,000 | $ 12,040,000 | $ 3,126,000 | $ 12,040,000 | ||||||||||||||||||||||||
Issuance of Stock and Warrants for Services or Claims | $ 25,000 | 102,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.22 | |||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,146,689 | |||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 4,474,868 | |||||||||||||||||||||||||||
Stock or Unit Option Plan Expense | $ 764,000 | 917,000 | ||||||||||||||||||||||||||
Share-based Compensation | $ 789,000 | $ 1,019,000 | ||||||||||||||||||||||||||
New Warrants | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | $ 9 | ||||||||||||||||||||||||||
ACCBT warrants | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||||||||||||||||||||||
2015 Warrants | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,458,201 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 2,458,201 | 2,458,201 | ||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 12,291,000 | $ 7 | $ 4,408,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 842,000 | 899,999 | ||||||||||||||||||||||||||
2018 Warrant | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 842,000 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.90 | |||||||||||||||||||||||||||
2019 Warrant | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 899,999 | |||||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 0.75 | |||||||||||||||||||||||||||
Legal Advisor [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 5,908 | |||||||||||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 204,167 | 588,665 | ||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.8937 | $ 3.8706 | ||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 113,012 | 144,447 | ||||||||||||||||||||||||||
Share-based Compensation | $ 392,000 | $ 506,000 | ||||||||||||||||||||||||||
Restricted Stock [Member] | Consultants [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 4,327 | |||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 402,778 | |||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.34 | |||||||||||||||||||||||||||
Chief Operating Officer [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 47,847 | |||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.18 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | |||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 13,333 | |||||||||||||||||||||||||||
Chief Operating Officer [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 35,885 | 35,885 | 35,885 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | 25.00% | 25.00% | |||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 369,619 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 2.45 | |||||||||||||||||||||||||||
Chief Executive Officer [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 31,185 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 93,686 | |||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.30 | |||||||||||||||||||||||||||
Chief Financial Officer [Member] | Employee Stock Option [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||||||||||||||||||
Chief Financial Officer [Member] | Employee Stock Option [Member] | Exercise price of $3.96 per share | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 100,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.96 | |||||||||||||||||||||||||||
Chief Financial Officer [Member] | Employee Stock Option [Member] | Exercise price of $6.00 per share | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 100,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6 | |||||||||||||||||||||||||||
Chief Financial Officer [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 25,000 | 25,000 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | 25.00% | ||||||||||||||||||||||||||
Chief Commercial Officer [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 200,000 | |||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 3.98 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||||||||||||||||||
Executive Vice President Chief Business Officer And Director[Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 5,543 | |||||||||||||||||||||||||||
Vice Presidents [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 11,198 | |||||||||||||||||||||||||||
Vice President [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 11,533 | 9,924 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||||||||||||||||||
Susan Ward [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 150,000 | |||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.21 | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | |||||||||||||||||||||||||||
Maxim Group LLC [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Warrants Issued To Purchase Of Common Stock | 38,200 | |||||||||||||||||||||||||||
Related Party [Member] | Dr Anthony Polverino [Member] | Second Amended and Restated Director Compensation Plan [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 3,501 | |||||||||||||||||||||||||||
Global Plan Under 2014 Former Director [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 4,167 | |||||||||||||||||||||||||||
Global Share Option Plan 2014 And US Stock Option And Incentive Plan 2014 [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 204,167 | 588,665 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,000,000 | |||||||||||||||||||||||||||
Private Placement [Member] | ACCBT warrants | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,016,666 | |||||||||||||||||||||||||||
Private Placement [Member] | Investment Agreement [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,920,461 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 5,000,000 | |||||||||||||||||||||||||||
Warrants Expired | 337,333 | |||||||||||||||||||||||||||
Private Placement [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.81 | |||||||||||||||||||||||||||
Private Placement [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 41,580 | |||||||||||||||||||||||||||
Private Placement [Member] | Warrant Issued One [Member] | ACCBT warrants | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.35 | |||||||||||||||||||||||||||
Private Placement [Member] | Unregistered Shares of Common Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Proceeds from issuance of Common stock, net | $ 12,400,000 | |||||||||||||||||||||||||||
At Market Offering [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Proceeds from issuance of Common stock, net | $ 20,000 | |||||||||||||||||||||||||||
Proceeds from Issuance of Debt | $ 2,909,000 | |||||||||||||||||||||||||||
Issuance Of Share Value | 724,215 | |||||||||||||||||||||||||||
Proceeds From Issuance Of Debt At Settlement Date | $ 2,100,000 | |||||||||||||||||||||||||||
Issuance Of Share Value At Settlement Date | 542,736 | |||||||||||||||||||||||||||
Investors Private Placement [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,800,000 | |||||||||||||||||||||||||||
Proceeds from issuance of Common stock, net | $ 13,300,000 | $ 10,500,000 | ||||||||||||||||||||||||||
Warrants Issued To Purchase Of Common Stock | 2,546,667 | 2,800,000 | ||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 3.75 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.22 | |||||||||||||||||||||||||||
Warrants Exercised | 2,546,667 | |||||||||||||||||||||||||||
Investors Private Placement [Member] | Investment Agreement [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.22 | $ 5.22 | ||||||||||||||||||||||||||
Investors Private Placement [Member] | Unregistered Shares of Common Stock [Member] | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Warrants Issued To Purchase Of Common Stock | 3,858,200 | |||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.50 | $ 6.50 |
RESEARCH AND DEVELOPMENT, NET_2
RESEARCH AND DEVELOPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Research And Development Arrangement [Line Items] | ||
Research and development | $ 24,741 | $ 16,330 |
Less : Participation | (366) | |
Research and Development Expense | 17,204 | 8,293 |
California Institute Of Regenerative Medicine | ||
Research And Development Arrangement [Line Items] | ||
Less : Participation | (4,058) | (6,267) |
Israeli Hospital Exemption regulatory pathway | ||
Research And Development Arrangement [Line Items] | ||
Less : Participation | (2,381) | |
Israel Innovation Authorities | ||
Research And Development Arrangement [Line Items] | ||
Less : Participation | $ (732) | $ (1,770) |
TAXES ON INCOME - Significant c
TAXES ON INCOME - Significant components of the Company's deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
TAXES ON INCOME | ||
Operating loss carryforward | $ 73,260 | $ 57,768 |
Net deferred tax asset before valuation allowance | 19,911 | 15,916 |
Valuation allowance | (19,911) | (15,916) |
Net deferred tax asset | $ 795 | $ 772 |
TAXES ON INCOME - Loss from con
TAXES ON INCOME - Loss from continuing operations, before taxes on income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
TAXES ON INCOME | ||
United States | $ (4,378) | $ (3,617) |
Israel | (18,875) | (10,331) |
Loss from continuing operations, before taxes on income | $ (23,253) | $ (13,948) |
TAXES ON INCOME (Details)
TAXES ON INCOME (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards, Valuation Allowance | $ 19,911 | ||
Tax Credit Carryforward, Amount | $ 73,260 | ||
U.S. | |||
Income Tax Disclosure [Line Items] | |||
Corporate tax rate | 35.00% | 21.00% | |
BCT | Israel | |||
Income Tax Disclosure [Line Items] | |||
Corporate tax rate | 23.00% | 24.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - At Market Offering [Member] - USD ($) $ in Thousands | Feb. 10, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||
Proceeds from Issuance of Debt | $ 2,909 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from Issuance of Debt | $ 18,600 |