Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 04, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
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 | 29,440,732 |
INTERIM CONDENSED CONSOLIDATED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 12,471 | $ 536 |
Short-term deposit (Note 4) | 2,020 | 33 |
Other accounts receivable | 435 | 2,359 |
Prepaid expenses and other current assets (Note 5) | 279 | 432 |
Total current assets | 15,205 | 3,360 |
Long-Term Assets: | ||
Prepaid expenses and other long-term assets | 31 | 32 |
Operating lease right of use asset (Note 6) | 1,917 | 2,182 |
Property and Equipment, Net | 918 | 960 |
Total Long-Term Assets | 2,866 | 3,174 |
Total assets | 18,071 | 6,534 |
Current Liabilities: | ||
Accounts payable | 4,571 | 14,677 |
Accrued expenses | 1,303 | 1,000 |
Operating lease liability (Note 6) | 1,208 | 1,263 |
Other accounts payable | 1,170 | 714 |
Total current liabilities | 8,252 | 17,654 |
Long-Term Liabilities: | ||
Operating lease liability (Note 6) | 808 | 1,103 |
Total long-term liabilities | 808 | 1,103 |
Total liabilities | 9,060 | 18,757 |
Stockholders' Equity (deficit): | ||
Stock capital: (Note 7) Common Stock of $0.00005 par value - Authorized: 100,000,000 shares at March 31, 2020 and December 31, 2019 respectively; Issued and outstanding: 28,423,837 and 23,174,228 shares at March 31, 2020 and December 31, 2019 respectively. | 12 | 11 |
Additional paid-in-capital | 134,389 | 105,042 |
Receipts on account of shares | 0 | 0 |
Accumulated deficit | (125,390) | (117,276) |
Total stockholders' equity (deficit) | 9,011 | (12,223) |
Total liabilities and stockholders' equity | $ 18,071 | $ 6,534 |
INTERIM CONDENSED CONSOLIDATE_2
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
INTERIM CONDENSED 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 | 28,423,837 | 23,174,228 |
Common stock, shares outstanding | 28,423,837 | 23,174,228 |
INTERIM CONDENSED CONSOLIDATE_3
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating expenses: | ||
Research and development, net | $ 5,948 | $ 3,456 |
General and administrative | 2,360 | 1,472 |
Operating loss | (8,308) | (4,928) |
Financial expenses (income), net | (194) | 99 |
Net loss | $ (8,114) | $ (5,027) |
Basic and diluted net loss per share from continuing operations | $ (0.32) | $ (0.24) |
Weighted average number of shares outstanding used in computing basic and diluted net loss per share | 28,423,837 | 20,917,329 |
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, 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 | $ 0 | [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 | $ 0 | [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 7) | 2,064 | 0 | 0 | 2,064 | |||
Issuance of shares in at-the-market (ATM) offering (Note 7) (in shares) | 542,736 | ||||||
Exercise and reissuance of warrants | $ 0 | [1] | 7,534 | (4,408) | 0 | 3,126 | |
Exercise and reissuance of warrants (in shares) | 1,741,999 | ||||||
Exercise of options | $ 0 | [1] | 35 | 0 | 0 | 35 | |
Exercise of options (in shares) | 18,665 | ||||||
Net loss | $ 0 | 0 | 0 | (23,253) | (23,253) | ||
Balance at Dec. 31, 2019 | $ 11 | [1] | 105,042 | $ 0 | (117,276) | (12,223) | |
Balance (in shares) at Dec. 31, 2019 | 23,174,228 | ||||||
Stock-based compensation related to stock and options granted to directors and employees | $ 0 | [1] | 390 | 0 | 390 | ||
Stock-based compensation related to stock and options granted to directors and employees (in shares) | 54,956 | ||||||
Issuance of shares in at-the-market (ATM) offering (Note 7) | $ 1 | [1] | 18,971 | 18,972 | |||
Issuance of shares in at-the-market (ATM) offering (Note 7) (in shares) | 3,935,320 | ||||||
Issuance of shares and warrants in Registered Direct Offering (Note 7) | 9,957 | 9,957 | |||||
Issuance of shares and warrants in Registered Direct Offering (Note 7) (in shares) | 1,250,000 | ||||||
Exercise and reissuance of warrants | [1] | $ 0 | |||||
Exercise of options | $ 0 | [1] | 29 | 0 | 29 | ||
Exercise of options (in shares) | 9,333 | ||||||
Net loss | $ 0 | [1] | 0 | (8,114) | (8,114) | ||
Balance at Mar. 31, 2020 | $ 12 | [1] | $ 134,389 | $ (125,390) | $ 9,011 | ||
Balance (in shares) at Mar. 31, 2020 | 28,423,837 | ||||||
[1] | Represents an amount less than $1. |
INTERIM CONDENSED CONSOLIDATE_4
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (8,114) | $ (5,027) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 49 | 44 |
Shares and options granted to service providers | 0 | 25 |
Deferred Stock-based compensation related to options granted to employees and directors | 390 | 312 |
Finance lease expense (income) | (85) | 94 |
Decrease in other accounts expenses and other current assets | 2,078 | 1,449 |
Increase (decrease) in trade payables | (10,106) | 481 |
Increase in deferred grant income | 0 | 511 |
Increase in other accounts payable and accrued expenses | 759 | 1,276 |
Total net cash used in operating activities | (15,029) | (835) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (7) | (4) |
Changes in short-term deposit | (1,987) | 3,135 |
Total net cash provided by (used in) investing activities | (1,994) | 3,131 |
Cash flows from financing activities: | ||
Proceeds from exercise of options | 29 | 0 |
Proceeds from issuance of shares in at-the-market (ATM) offering (Note 7) | 18,972 | 0 |
Proceeds from issuance of shares and warrants in Registered Direct Offering (Note 7) | 9,957 | 0 |
Total net cash provided by financing activities | 28,958 | 0 |
Increase in cash and cash equivalents | 11,935 | 2,296 |
Cash and cash equivalents at the beginning of the period | 536 | 942 |
Cash and cash equivalents at end of the period | $ 12,471 | $ 3,238 |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2020 | |
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 (R) is in clinical development for the treatment of ALS. The Company has completed two single dose clinical trials of NurOwn (R) 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 (R) or placebo. D. The Company made significant progress in 2019 and in Q1, 2020 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. The DSMB completed its second pre-specified interim analysis of safety outcomes for 106 participants treated with NurOwn(R) in the Phase 3 ALS trial on October 28, 2019. Top-data from this trial is still expected in fourth quarter of 2020. F. 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 March 31, 2020, the Progressive Multiple Sclerosis Phase 2 open label clinical trial has enrolled the first 9 study participants. G. 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. 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, 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 recently and 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. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10‑Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results that may be expected for the year ended December 31, 2020. B. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. C. Recent Accounting Standards The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company's previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements. D. 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. |
RESEARCH AND LICENSE AGREEMENT
RESEARCH AND LICENSE AGREEMENT | 3 Months Ended |
Mar. 31, 2020 | |
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. |
SHORT TERM DEPOSITS
SHORT TERM DEPOSITS | 3 Months Ended |
Mar. 31, 2020 | |
SHORT TERM DEPOSITS | |
SHORT TERM DEPOSITS | NOTE 4 - SHORT TERM DEPOSITS Short term deposits on March 31, 2020 and December 31, 2019 include bank deposits bearing annual interest rates varying from 0.15% to 2.00%, with maturities of up to 6 months as of March 31, 2020 and December 31, 2019. |
PREPAID EXPENSES
PREPAID EXPENSES | 3 Months Ended |
Mar. 31, 2020 | |
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 has 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, $276 were recorded as current prepaid expense. As of March 31, 2020, the prepaid expenses were fully reduced. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
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. At March 31, 2020, the Company’s ROU assets and lease liabilities for operating leases totaled $1,917 and $2,016, 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 (unaudited): Three Months Ended March 31, 2020 Cash payments for operating leases $ 327 New operating lease assets obtained in exchange for operating lease liabilities $ 1,917 As of March 31, 2020, our operating leases had a weighted average remaining lease term of 1.72 years and a weighted average discount rate of 8.25%. Future lease payments under operating leases as of March 31, 2020 were as follows (unaudited): Operating Leases Remainder of 2020 $ 955 2021 1,209 Total future lease payments 2,164 Less imputed interest (148) Total lease liability balance $ 2,016 |
STOCK CAPITAL
STOCK CAPITAL | 3 Months Ended |
Mar. 31, 2020 | |
STOCK CAPITAL | |
STOCK CAPITAL | NOTE 7 - STOCK CAPITAL The rights of Common Stock are as follows: 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. Private placements and public offerings: Warrant Exercise Agreement: 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. 333‑225995). 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. At-the-market (ATM) Offerings: On June 11, 2019, the Company entered into a Distribution Agreement with Raymond James & Associates, Inc. ("Raymond James"), pursuant to which the Company sold, through the Raymond James, shares of Common Stock having an aggregate offering amount of $20,000,000 (the "June 11, 2019 ATM") in an "at the market" offering as defined in Rule 415 promulgated under the Securities Act, including, without limitation, by sales made directly on the Nasdaq Capital Market. During the quarter ended March 31, 2020 the Company sold an aggregate of 3,598,833 shares of Common Stock pursuant to the June 11, 2019 ATM, at an average price of $4.96 per share, raising gross proceeds of approximately $17.86 million. On March 6, 2020, the Company entered into a new Distribution Agreement with Raymond James, pursuant to which the Company may sell from time to time, through the Agent, shares of Common Stock, having an aggregate offering price of up to $50,000,000 (the “March 6, 2020 ATM”). Sales under the March 6, 2020 ATM are 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 Raymond James. During the quarter ended March 31, 2020, the Company sold an aggregate of 336,487 shares of Common Stock pursuant to the March 6, 2020 ATM, at an average price of $5.23 per share, raising gross proceeds of approximately $1.76 million. The Company has no obligation under the March 6, 2020 ATM to sell any shares, and may at any time suspend sales or terminate the March 6, 2020 ATM in accordance with its terms. Raymond James is entitled under each ATM to a fixed commission of 3.0% of the aggregate gross proceeds from the any shares sold. Shares sold under the ATMs are issued pursuant to the Company’s existing Shelf Registration Statement, and the Prospectus Supplement to the Registration Statements filed June 11, 2019 and March 6, 2020 respectively. Registered Direct Offering: On March 6, 2020, the Company entered into and closed a $10.0 million registered direct offering of 1,250,000 shares of Common Stock at a per share purchase price equal to $8.00. The purchaser also received a three-year warrant to purchase up to 250,000 shares of Common Stock at any exercise price of $15.00 per share. Since its inception and as of a quarter ended March 31, 2020 the Company has raised approximately $94 million, gross in cash in consideration for issuances of Common Stock and warrants in private placements and public offerings as well as proceeds from warrants exercises. Stock Plans: As of March 31, 2020, 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 March 31, 2020, 1,623,067 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 (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, President and Chief Medical Officer of the Company, received on March 6, 2017, March 6, 2018, March 6, 2019 and March 6, 2020, 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 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. On March 9, 2020, Dr. Kern received an option under the 2014 U.S. Plan to purchase up to 80,000 shares of Common Stock with an exercise price per share of $7.33. The option becomes vested and exercisable as to 25% of the number of shares on each of the first four anniversaries of the grant date until fully vested and exercisable on the fourth anniversary of the grant date. Notwithstanding the foregoing, immediately prior to a Change of Control (as defined in Dr. Kern's employment agreement with the Company) any outstanding unvested Shares shall vest and become exercisable in full. 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, November 30, 2018 and December 12, 2019), 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 3 months ended March 31, 2020, the following grants were made under the 2014 Plans to eligible directors: - 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 Remaining Number of Shares Weighted Average Contractual of Restricted Grant Date Fair Term Stock Value (Years) Nonvested as of December 31, 2019 201,385 4.00 1.95 Granted 54,956 6.94 Vested 31,753 3.77 Forfeitures — — Nonvested as of March 31, 2020 224,588 4.75 1.95 Compensation expense recorded by the Company in respect of its stock and restricted stock awards to certain employees, officers, directors, and/or service providers for the three months ended March 31, 2020 amounted to $122. A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: For the Three months ended March 31, 2020 Weighted average Aggregate Amount of exercise intrinsic options * price value $ $ Outstanding at beginning of period 1,293,007 3.0142 Granted 468,666 6.7871 Exercised (9,333) 3.1286 Cancelled (2,000) 4.8000 Outstanding at end of period 1,750,340 4.0218 1,082,037 Vested and expected-to-vest at end of period 821,340 1.7561 2,368,627 * Represents Employee Stock Options only (not including RSUs). 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 March 31, 2020, 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. 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 three months ended March 31, 2020 and 2019 amounted to $390 and $312, respectively. 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: Three months ended March 31, 2020 2019 Research and development 105 28 General and administrative 285 309 Total stock-based compensation expense 390 337 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS On April 6, 2020, Mr. Sankesh Abbhi received 4,657 shares of restricted Common Stock under the 2014 Plans, which shall vest in 12 monthly installments, for his service as a director. On April 6, 2020, Dr. Jacob Frankel received stock options under the 2014 Plans for the purchase of up to 50,000 shares of Common Stock each with an exercise price per share of $0.75, and each of which vests and becomes exercisable in 12 monthly installments, for his service as director. On April 7, 2020, the Company granted Dr. David Setboun 50,000 shares of restricted Common Stock under the 2014 Plans, 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 of the Company. On April 7, 2020, the Company also granted Mr. Setboun a one-time issuance of performance based restricted stock units (the "RSU") with the following terms: upon the occurrence of specified milestones Mr. Setboun shall receive, within 10 business days, 250,000 shares of restricted Common Stock which shall vest immediately as to 100% of the award. The RSU is not subject to acceleration upon change in control. The milestone for the RSU is as follows: the Company had entered into a definitive commercialization agreement - prior to its phase 3 ALS trial data unblinding for its lead investigational product - with a third party that is not an affiliate or subsidiary of the Company, with respect to the Company's primary targeted indication - Amyotrophic Lateral Sclerosis. In December 2019, a novel strain of coronavirus ("COVID-19"), surfaced in Wuhan, China. Since then, COVID-19 has spread to multiple countries, including the United States and Israel, where the Company conducts its operations, as well as its clinical trials for NurOwn(R). In response to the spread of COVID-19, to ensure the safety of employees and continuity of business operations, the Company closed its offices, with its administrative employees continuing their work remotely and limited the number of staff in any given research and development laboratory. The Company's research and development laboratory in Israel and manufacturing sites in the U.S. remain open. As of the date of this report, the Company's business operations and clinical trials have continued with delays in the pace of enrollment in its Phase 2 PMS clinical trial due to site access restrictions related to the global COVID-19 pandemic. Scheduled March and April 2020 new patient enrollments were deferred to May 2020 due to site closures related to COVID-19, when some of affected healthcare sites anticipate their access restrictions will be mitigated. Enrollment will proceed in 2020 subject to any site access restrictions related to COVID-19. The Phase 3 ALS clinical trial continues to provide necessary treatments to study participants despite severe constraints in the affected healthcare institutions due to COVID-19. Non-treatment study visits are now performed by telephone. Because of the COVID-19 outbreak, the Company may, in the future, experience disruptions that could severely impact its business, including clinical trial activities; participant enrollment; or any currently unforeseen delays in completion of study timelines. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company's business, results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted at this time, including new information that may emerge concerning COVID-19, the actions taken to contain it or treat its impact and the economic impact on local, regional, national and international markets. The Company's management team is actively monitoring this situation and the possible effects on the financial condition, liquidity, operations, suppliers, industry, and workforce. 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. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | |
Unaudited Interim Financial Statements | A. Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10‑Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results that may be expected for the year ended December 31, 2020. |
Significant Accounting Policies | B. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. |
Recent Accounting Standards | C. Recent Accounting Standards The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company's previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements. |
Use of estimates | D. 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. |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
LEASES | |
Schedule of supplemental cash flow information related to operating leases | Supplemental cash flow information related to operating leases was as follows (unaudited): Three Months Ended March 31, 2020 Cash payments for operating leases $ 327 New operating lease assets obtained in exchange for operating lease liabilities $ 1,917 |
Schedule of future lease payments under operating leases | Future lease payments under operating leases as of March 31, 2020 were as follows (unaudited): Operating Leases Remainder of 2020 $ 955 2021 1,209 Total future lease payments 2,164 Less imputed interest (148) Total lease liability balance $ 2,016 |
STOCK CAPITAL (Tables)
STOCK CAPITAL (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
STOCK CAPITAL | |
Schedule of compensation expense for restricted stock is based on fair market value at the grant date | Weighted Average Remaining Number of Shares Weighted Average Contractual of Restricted Grant Date Fair Term Stock Value (Years) Nonvested as of December 31, 2019 201,385 4.00 1.95 Granted 54,956 6.94 Vested 31,753 3.77 Forfeitures — — Nonvested as of March 31, 2020 224,588 4.75 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 Three months ended March 31, 2020 Weighted average Aggregate Amount of exercise intrinsic options * price value $ $ Outstanding at beginning of period 1,293,007 3.0142 Granted 468,666 6.7871 Exercised (9,333) 3.1286 Cancelled (2,000) 4.8000 Outstanding at end of period 1,750,340 4.0218 1,082,037 Vested and expected-to-vest at end of period 821,340 1.7561 2,368,627 * Represents Employee Stock Options only (not including RSUs). |
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: Three months ended March 31, 2020 2019 Research and development 105 28 General and administrative 285 309 Total stock-based compensation expense 390 337 |
RESEARCH AND LICENSE AGREEMENT
RESEARCH AND LICENSE AGREEMENT (Details) | 3 Months Ended |
Mar. 31, 2020 | |
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 |
SHORT TERM DEPOSITS (Details)
SHORT TERM DEPOSITS (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Cash and Cash Equivalents [Line Items] | ||
Maturity of short term deposits | 6 months | 6 months |
Minimum [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Annual interest rate on bank deposits | 0.15% | 0.15% |
Maximum [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Annual interest rate on bank deposits | 2.00% | 2.00% |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Nov. 30, 2017 | Dec. 31, 2019 | |
Prepaid Expense, Noncurrent | $ 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 | 3 Months Ended |
Mar. 31, 2020USD ($) | |
LEASES | |
Cash payments for operating leases | $ 327 |
New operating lease assets obtained in exchange for operating lease liabilities | $ 1,917 |
LEASES - Future lease payments
LEASES - Future lease payments under operating leases (Details) $ in Thousands | Mar. 31, 2020USD ($) |
LEASES | |
Remainder of 2020 | $ 955 |
2021 | 1,209 |
Total future lease payments | 2,164 |
Less imputed interest | (148) |
Total lease liability balance | $ 2,016 |
LEASES - Additional information
LEASES - Additional information (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
LEASES | ||
Operating Lease, Right-of-Use Asset | $ 1,917 | $ 2,182 |
Operating Lease, Liability | $ 2,016 | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 8 months 19 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 8.25% |
STOCK CAPITAL - Restricted Stoc
STOCK CAPITAL - Restricted Stock (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Number of Shares of Restricted Stock, Nonvested at beginning of period | 201,385 | |
Granted | 54,956 | |
Vested | 31,753 | |
Forfeitures | 0 | |
Number of Shares of Restricted Stock, Nonvested at end of period | 224,588 | 201,385 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 4 | |
Granted | 6.94 | |
Vested | 3.77 | |
Forfeitures | 0 | |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 4.75 | $ 4 |
Weighted Average Remaining Contractual Term (Years), Nonvested | 1 year 11 months 12 days | 1 year 11 months 12 days |
STOCK CAPITAL - Employee Stock
STOCK CAPITAL - Employee Stock Option (Details) - Employee Stock Option [Member] | 3 Months Ended | |
Mar. 31, 2020USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Amount of options, Outstanding at beginning of period | shares | 1,293,007 | [1] |
Amount of options, Granted | shares | 468,666 | [1] |
Amount of options, Exercised | shares | (9,333) | [1] |
Amount of options, Cancelled | shares | (2,000) | [1] |
Amount of options, Outstanding at end of period | shares | 1,750,340 | [1] |
Amount of options, Vested and expected-to-vest at end of period | shares | 821,340 | [1] |
Weighted average exercise price, Outstanding at beginning of period (in dollars per share) | $ / shares | $ 3.0142 | |
Weighted average exercise price, Granted (in dollars per share) | $ / shares | 6.7871 | |
Weighted average exercise price, Exercised (in dollars per share) | $ / shares | 3.1286 | |
Weighted Average exercise Price, Cancelled (in dollars per share) | $ / shares | 4.8000 | |
Weighted average exercise price, Outstanding at end of period (in dollars per share) | $ / shares | 4.0218 | |
Weighted average exercise price, Vested and expected-to-vest at end of period (in dollars per share) | $ / shares | $ 1.7561 | |
Aggregate intrinsic value, Outstanding at end of period (in dollars) | $ | $ 1,082,037 | |
Aggregate intrinsic value, Vested and expected-to-vest at end of period (in dollars) | $ | $ 2,368,627 | |
[1] | Represents Employee Stock Options only (not including RSUs). |
STOCK CAPITAL - Stock-Based Com
STOCK CAPITAL - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 390 | $ 337 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 105 | 28 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 285 | $ 309 |
STOCK CAPITAL - Additional info
STOCK CAPITAL - Additional information (Details) - USD ($) | Mar. 09, 2020 | Mar. 06, 2020 | Feb. 01, 2020 | Sep. 06, 2019 | Aug. 02, 2019 | Aug. 01, 2019 | Jun. 11, 2019 | Mar. 06, 2019 | Aug. 28, 2018 | Aug. 01, 2018 | Jul. 09, 2018 | Mar. 06, 2018 | Nov. 20, 2017 | Aug. 17, 2017 | Jul. 26, 2017 | Jul. 13, 2017 | Mar. 06, 2017 | Sep. 28, 2015 | Aug. 28, 2018 | Nov. 20, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 06, 2020 | Dec. 31, 2019 | Jul. 26, 2019 | Mar. 06, 2020 | Dec. 31, 2015 | Jun. 06, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Aggregate offering amount | $ 10,000,000 | $ 9,957,000 | |||||||||||||||||||||||||||
Aggregate shares sold | 1,250,000 | ||||||||||||||||||||||||||||
Average Price | $ 8 | $ 8 | $ 8 | ||||||||||||||||||||||||||
Gross Proceeds | 94,000,000 | ||||||||||||||||||||||||||||
Warrant term (in years) | 3 years | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | 250,000 | 250,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 15 | $ 15 | $ 15 | $ 7 | |||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 3,300,000 | $ 9,957,000 | $ 0 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 15 | 15 | $ 15 | $ 7 | |||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,623,067 | ||||||||||||||||||||||||||||
Stock or Unit Option Plan Expense | $ 390,000 | 312,000 | |||||||||||||||||||||||||||
Share-based Compensation | $ 390,000 | $ 337,000 | |||||||||||||||||||||||||||
New 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 | 842,000 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.90 | ||||||||||||||||||||||||||||
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 | [1] | 468,666 | |||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.7871 | ||||||||||||||||||||||||||||
Share-based Compensation | $ 122,000 | ||||||||||||||||||||||||||||
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 | 54,956 | ||||||||||||||||||||||||||||
Share-based Compensation | $ 122,000 | ||||||||||||||||||||||||||||
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 | 80,000 | 47,847 | |||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 7.33 | $ 4.18 | |||||||||||||||||||||||||||
Chief Operating Officer [Member] | First anniversary | |||||||||||||||||||||||||||||
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 Operating Officer [Member] | Second anniversary | |||||||||||||||||||||||||||||
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 Operating Officer [Member] | Third anniversary | |||||||||||||||||||||||||||||
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 Operating Officer [Member] | Fourth anniversary | |||||||||||||||||||||||||||||
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 Operating Officer [Member] | Restricted Stock [Member] | First anniversary | |||||||||||||||||||||||||||||
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 | 35,885 | |||||||||||||||||||||||||
Chief Operating Officer [Member] | Restricted Stock [Member] | Second anniversary | |||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||||||||||||||||||||||
Chief Operating Officer [Member] | Restricted Stock [Member] | Third anniversary | |||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||||||||||||||||||||||
Chief Operating Officer [Member] | Restricted Stock [Member] | Fourth anniversary | |||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Restricted Stock [Member] | First anniversary | |||||||||||||||||||||||||||||
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% | 25.00% | 25.00% | 25.00% | 25.00% | ||||||||||||||||||||||||
Chief Executive Officer [Member] | Restricted Stock [Member] | Second anniversary | |||||||||||||||||||||||||||||
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 Executive Officer [Member] | Restricted Stock [Member] | Third anniversary | |||||||||||||||||||||||||||||
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 Executive Officer [Member] | Restricted Stock [Member] | Fourth anniversary | |||||||||||||||||||||||||||||
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] | First anniversary | |||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Chief Financial Officer [Member] | Restricted Stock [Member] | First anniversary | |||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | 25.00% | |||||||||||||||||||||||||||
Chief Financial Officer [Member] | Restricted Stock [Member] | Second anniversary | |||||||||||||||||||||||||||||
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] | Restricted Stock [Member] | Third anniversary | |||||||||||||||||||||||||||||
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] | Restricted Stock [Member] | Fourth anniversary | |||||||||||||||||||||||||||||
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 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 | $ 3.98 | |||||||||||||||||||||||||||
Chief Commercial Officer [Member] | First anniversary | |||||||||||||||||||||||||||||
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 Commercial Officer [Member] | Second anniversary | |||||||||||||||||||||||||||||
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 Commercial Officer [Member] | Third anniversary | |||||||||||||||||||||||||||||
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 Commercial Officer [Member] | Fourth anniversary | |||||||||||||||||||||||||||||
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% | ||||||||||||||||||||||||||||
Executive Vice President Chief Business Officer And Director[Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 5,543 | ||||||||||||||||||||||||||||
Vesting period | 12 months | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 13,333 | ||||||||||||||||||||||||||||
Susan Ward [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, 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 | ||||||||||||||||||||||||||||
Susan Ward [Member] | Employee Stock Option [Member] | First anniversary | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | ||||||||||||||||||||||||||||
Susan Ward [Member] | Employee Stock Option [Member] | Second anniversary | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | ||||||||||||||||||||||||||||
Susan Ward [Member] | Employee Stock Option [Member] | Third anniversary | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | ||||||||||||||||||||||||||||
Susan Ward [Member] | Employee Stock Option [Member] | Fourth anniversary | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | ||||||||||||||||||||||||||||
Susan Ward [Member] | Employee Stock Option [Member] | Fifth anniversary | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | ||||||||||||||||||||||||||||
Dr Anthony J. Polyerino [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 | 3,071 | ||||||||||||||||||||||||||||
Mary Kay Turner Member | Restricted Stock [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Vesting period | 4 years | 4 years | 4 years | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 11,533 | 11,198 | 9,924 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | 25.00% | 25.00% | ||||||||||||||||||||||||||
Global Plan Under 2014 Former Director [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 | 369,619 | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 2.45 | ||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 4,000,000 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
At Market Offering [Member] | |||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||||||
Aggregate offering amount | $ 50,000,000 | $ 20,000,000 | |||||||||||||||||||||||||||
Aggregate shares sold | 336,487 | 3,598,833 | |||||||||||||||||||||||||||
Average Price | $ 5.23 | $ 4.96 | $ 5.23 | $ 5.23 | |||||||||||||||||||||||||
Gross Proceeds | $ 1,760,000 | $ 17,860,000 | |||||||||||||||||||||||||||
Fixed Commission Percentage | 3.00% | ||||||||||||||||||||||||||||
[1] | Represents Employee Stock Options only (not including RSUs). |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Apr. 07, 2020 | Apr. 06, 2020 | Mar. 31, 2020 | |
Restricted Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 54,956 | |||
Employee Stock Option [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | [1] | 468,666 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.7871 | |||
Subsequent Event [Member] | Mr. Sankesh Abbhi | Restricted Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 4,657 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 12 months | |||
Subsequent Event [Member] | Dr. Jacob Frankel | Employee Stock Option [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 50,000 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.75 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 12 months | |||
Subsequent Event [Member] | Dr. David Setboun | Restricted Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 250,000 | |||
Number of business days | 10 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | |||
Subsequent Event [Member] | Dr. David Setboun | Restricted Stock [Member] | First anniversary | ||||
Subsequent Event [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | |||
[1] | Represents Employee Stock Options only (not including RSUs). |