Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36641 | |
Entity Registrant Name | BRAINSTORM CELL THERAPEUTICS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-7273918 | |
Entity Address, Address Line One | 1325 Avenue of Americas, 28th Floor | |
Entity Address, City or Town | NY | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 201 | |
Local Phone Number | 488-0460 | |
Title of 12(b) Security | Common Stock, $0.00005 par value | |
Trading Symbol | BCLI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,015,800 | |
Entity Central Index Key | 0001137883 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
INTERIM CONDENSED CONSOLIDATED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 546 | $ 772 |
Short-term deposit | 202 | 2,211 |
Other accounts receivable | 93 | 91 |
Prepaid expenses and other current assets | 372 | 32 |
Total current assets | 1,213 | 3,106 |
Long-Term Assets: | ||
Prepaid expenses and other long-term assets | 22 | 23 |
Operating lease right of use asset | 3,713 | 4,389 |
Property and Equipment, Net | 799 | 933 |
Total Long-Term Assets | 4,534 | 5,345 |
Total assets | 5,747 | 8,451 |
Current Liabilities: | ||
Accounts payables | 5,190 | 6,224 |
Accrued expenses | 90 | 84 |
Operating lease liability | 1,354 | 1,427 |
Other accounts payables | 1,057 | 1,065 |
Total current liabilities | 7,691 | 8,800 |
Long-Term Liabilities: | ||
Operating lease liability | 1,938 | 2,666 |
Total long-term liabilities | 1,938 | 2,666 |
Total liabilities | 9,629 | 11,466 |
Stockholders' Equity: | ||
Stock capital: Common Stock of $0.00005 par value - Authorized: 100,000,000 shares June 30, 2023 and December 31, 2022 respectively; Issued and outstanding: 40,926,745 and 36,694,078 shares at June 30, 2023 and December 31, 2022 respectively. | 12 | 12 |
Additional paid-in-capital | 204,431 | 194,910 |
Treasury stocks | 116 | 116 |
Accumulated deficit | (208,209) | (197,821) |
Total stockholders' equity (deficit) | (3,882) | (3,015) |
Total liabilities and stockholders' equity (deficit) | $ 5,747 | $ 8,451 |
INTERIM CONDENSED CONSOLIDATE_2
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 40,926,745 | 36,694,078 |
Common Stock, shares outstanding | 40,926,745 | 36,694,078 |
INTERIM CONDENSED CONSOLIDATE_3
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Research and development, net | $ 2,794 | $ 5,113 | $ 5,718 | $ 7,729 |
General and administrative | 2,655 | 2,478 | 4,882 | 5,337 |
Operating loss | (5,449) | (7,591) | (10,600) | (13,066) |
Financial expenses (income), net | (120) | 550 | (212) | (665) |
Net loss | $ (5,329) | $ (7,041) | $ (10,388) | $ (12,401) |
Basic net loss per share from continuing operations | $ (0.13) | $ (0.19) | $ (0.27) | $ (0.34) |
Diluted net loss per share from continuing operations | $ (0.13) | $ (0.19) | $ (0.27) | $ (0.34) |
Weighted average number of shares outstanding used in computing basic net loss per share | 39,696,665 | 36,486,180 | 38,224,230 | 36,461,667 |
Weighted average number of shares outstanding used in computing diluted net loss per share | 39,696,665 | 36,486,180 | 38,224,230 | 36,461,667 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Treasury stocks | Accumulated deficit | Total | |
Balance at Dec. 31, 2021 | $ 12 | [1] | $ 192,990 | $ (116) | $ (173,544) | $ 19,342 |
Balance (in shares) at Dec. 31, 2021 | 36,401,413 | |||||
Stock-based compensation related to stock and options granted to directors and employees | 505 | 505 | ||||
Stock-based compensation related to stock and options granted to directors and employees (in shares) | 84,767 | |||||
Net loss | (5,360) | (5,360) | ||||
Balance at Mar. 31, 2022 | $ 12 | [1] | 193,495 | (116) | (178,904) | 14,487 |
Balance (in shares) at Mar. 31, 2022 | 36,486,180 | |||||
Balance at Dec. 31, 2021 | $ 12 | [1] | 192,990 | (116) | (173,544) | 19,342 |
Balance (in shares) at Dec. 31, 2021 | 36,401,413 | |||||
Net loss | (12,401) | |||||
Balance at Jun. 30, 2022 | $ 12 | [1] | 193,900 | (116) | (185,945) | 7,851 |
Balance (in shares) at Jun. 30, 2022 | 36,486,180 | |||||
Balance at Mar. 31, 2022 | $ 12 | [1] | 193,495 | (116) | (178,904) | 14,487 |
Balance (in shares) at Mar. 31, 2022 | 36,486,180 | |||||
Stock-based compensation related to stock and options granted to directors and employees | 405 | 405 | ||||
Net loss | (7,041) | (7,041) | ||||
Balance at Jun. 30, 2022 | $ 12 | [1] | 193,900 | (116) | (185,945) | 7,851 |
Balance (in shares) at Jun. 30, 2022 | 36,486,180 | |||||
Balance at Dec. 31, 2022 | $ 12 | [1] | 194,910 | (116) | (197,821) | (3,015) |
Balance (in shares) at Dec. 31, 2022 | 36,694,078 | |||||
Stock-based compensation related to stock and options granted to directors and employees | 4 | 4 | ||||
Stock-based compensation related to stock and options granted to directors and employees (in shares) | (18,827) | |||||
Issuance of shares in at-the-market (ATM) offering | 3,230 | 3,230 | ||||
Issuance of shares in at-the-market (ATM) offering (in shares) | 1,800,000 | |||||
Net loss | (5,059) | (5,059) | ||||
Balance at Mar. 31, 2023 | $ 12 | [1] | 198,144 | (116) | (202,880) | (4,840) |
Balance (in shares) at Mar. 31, 2023 | 38,475,251 | |||||
Balance at Dec. 31, 2022 | $ 12 | [1] | 194,910 | (116) | (197,821) | (3,015) |
Balance (in shares) at Dec. 31, 2022 | 36,694,078 | |||||
Net loss | (10,388) | |||||
Balance at Jun. 30, 2023 | $ 12 | [1] | 204,431 | (116) | (208,209) | (3,882) |
Balance (in shares) at Jun. 30, 2023 | 40,926,745 | |||||
Balance at Mar. 31, 2023 | $ 12 | [1] | 198,144 | (116) | (202,880) | (4,840) |
Balance (in shares) at Mar. 31, 2023 | 38,475,251 | |||||
Stock-based compensation related to stock and options granted to directors and employees | 988 | 988 | ||||
Stock-based compensation related to stock and options granted to directors and employees (in shares) | 315,000 | |||||
Issuance of shares in at-the-market (ATM) offering | 5,299 | 5,299 | ||||
Issuance of shares in at-the-market (ATM) offering (in shares) | 2,136,494 | |||||
Net loss | (5,329) | (5,329) | ||||
Balance at Jun. 30, 2023 | $ 12 | [1] | $ 204,431 | $ (116) | $ (208,209) | $ (3,882) |
Balance (in shares) at Jun. 30, 2023 | 40,926,745 | |||||
[1]Represents an amount less than $1. |
INTERIM CONDENSED CONSOLIDATE_4
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (5,329) | $ (7,041) | $ (10,388) | $ (12,401) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 67 | 71 | 134 | 145 |
Stock-based compensation related to options granted to employees and directors | 988 | 405 | 992 | 910 |
Change in operating lease liability | (46) | (495) | (125) | (612) |
Decrease in other accounts receivable and prepaid expenses | 238 | 301 | (341) | 624 |
Increase (decrease) in trade payables | (2,612) | 722 | (1,034) | 1,592 |
Decrease in other accounts payable and accrued expenses | (84) | (97) | (2) | (80) |
Total net cash used in operating activities | (6,778) | (6,134) | (10,764) | (9,822) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (19) | (28) | ||
Changes in short-term deposit | 4 | 7 | 2,009 | (1) |
Total net cash used in investing activities | 4 | (12) | 2,009 | (29) |
Cash flows from financing activities: | ||||
Proceeds from issuance of shares in at-the-market (ATM) offering | 5,299 | 8,529 | ||
Total net cash provided by financing activities | 5,299 | 8,529 | ||
Decrease in cash and cash equivalents | (1,475) | (6,146) | (226) | (9,851) |
Cash and cash equivalents at the beginning of the period | 2,021 | 15,151 | 772 | 18,856 |
Cash and cash equivalents at end of the period | $ 546 | $ 9,005 | $ 546 | $ 9,005 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2023 | |
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. Since its inception, the Company has devoted substantially all its efforts to research and development. The Company is still in its development and clinical stage and has not yet generated revenues. The Company has incurred operating losses since its inception and expects to continue to incur operating losses for the near-term. As of June 30, 2023, the Company had an accumulated deficit of approximately $ 208 million. The extent of the Company’s future operating losses and the timing of becoming profitable are uncertain. The Company’s primary sources of cash have been proceeds from the issuance and sale of its Common Stock and warrants, the exercise of warrants, sales of Common Stock via its 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. The Company has not yet commercialized any of its product candidates. Even if the Company commercializes one or more of its product candidates, it may not become profitable in the near-term. The Company’s ability to achieve profitability depends on several factors, including its ability to obtain regulatory approval for its product candidates, successfully complete any post-approval regulatory obligations and successfully commercialize its product candidates alone or in partnership. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from outside potential investors via its ATM program and other potential funds as mentioned. However, as mentioned above, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022. Operating results for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed 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 | 6 Months Ended |
Jun. 30, 2023 | |
RESEARCH AND LICENSE AGREEMENT | |
RESEARCH AND LICENSE AGREEMENT | NOTE 3 - RESEARCH AND LICENSE AGREEMENT In 2004, 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 | 6 Months Ended |
Jun. 30, 2023 | |
SHORT TERM DEPOSITS | |
SHORT TERM DEPOSITS | NOTE 4 - SHORT TERM DEPOSITS Short term deposits on June 30, 2023 and December 31, 2022 include bank deposits bearing annual interest rate of 0.15% to 1.66%. |
PREPAID EXPENSES
PREPAID EXPENSES | 6 Months Ended |
Jun. 30, 2023 | |
PREPAID EXPENSES | |
PREPAID EXPENSES | NOTE 5 - PREPAID EXPENSES As of June 30, 2023, the prepaid expenses mostly included director’s insurance of $290. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
LEASES | |
LEASES | NOTE 6 - LEASES As of June 30, 2023, the Company’s ROU assets and lease liabilities for operating leases totaled $3,713 and $3,292, respectively. Supplemental cash flow information related to operating leases was as follows (unaudited): Six Months Ended June 30, 2023 Cash payments for operating leases $ 1,290 As of June 30, 2023, the Company’s operating leases had a weighted average remaining lease term of 2.61 years and a weighted average discount rate of 6.75%. Future lease payments under operating leases as of June 30, 2023 were as follows: Operating Leases 2023 695 2024 1,385 2025 1,285 2026 185 Total future lease payments 3,550 Less imputed interest (258) Total lease liability balance 3,292 |
STOCK CAPITAL
STOCK CAPITAL | 6 Months Ended |
Jun. 30, 2023 | |
STOCK CAPITAL | |
STOCK CAPITAL | NOTE 7 – STOCK CAPITAL The rights of Common Stock are as follows: Holders of the Company’s 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: At-the-market (ATM) Offering: On August 9, 2021, the Company entered into an Amended and Restated Distribution Agreement (the “New Distribution Agreement”) with the Agents pursuant to which the Company may sell from time to time, through the Agents, shares of Common Stock, having an aggregate offering price of up to $100,000,000 (the “August 9, 2021, ATM”). Sales under the August 9, 2021, ATM are to 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 Agents. In connection with the New Distribution Agreement, the Company terminated the previous Distribution Agreement and the September 25, 2020, ATM. During the six months ended June 30, 2023, the Company sold 3,936,494 shares of Common Stock for gross proceeds of approximately $8,793,397 under the August 9, 2021, ATM. Capital Raised Since Inception: Since its inception through June 30, 2023, the Company has raised approximately $159 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: During the fiscal year ended December 31, 2022, 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 5,600,000 shares of Common Stock available for issuance. As of June 30, 2023, 2,540,890 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. NOTE 7 – STOCK CAPITAL (Cont.): Share-based compensation to employees and to directors: Under the 2014 Plans, the Company may award stock options to certain employees, officers, directors, and/or 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 did not grant stock options during the three months ended June 30, 2023. A summary of the Company’s option activity related to options to employees and directors, and related information as of June 30, 2023, is as follows: For the Six months ended June 30, 2023 Weighted average Aggregate Amount of exercise intrinsic options * price value $ $ Outstanding at December 31, 2022 1,510,117 3.9632 — Granted — — — Forfeited (92,000) 6.6674 — Outstanding at June 30, 2023 1,418,117 3.7878 — Exercisable at June 30, 2023 1,137,850 3.2005 — * 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 June 30, 2023, 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. As of June 30, 2023, there was $450 of total unrecognized compensation cost related to non-vested options under the Plan. The cost is expected to be recognized over a weighted average period of 1.80 years. 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 six months ended June 30, 2023 and 2022 amounted to $58 and $500, respectively. NOTE 7 – STOCK CAPITAL (Cont.): 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, 2022 217,027 5.01 1.40 Granted 385,000 2.69 — Vested 344,005 3.02 — Forfeited 53,827 4.09 — Nonvested as of June 30, 2023 204,195 4.23 1.17 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 six months ended June 30, 2023 and June 30, 2022 amounted to $934 and $410, respectively. As of June 30, 2023, there was $409 of total unrecognized compensation cost related to non-vested restricted stock under the Plan. The cost is expected to be recognized over a weighted average period of 1.58 years. 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: Six months ended June 30, 2023 2022 Research and development $ 687 $ 173 General and administrative 305 737 Total stock-based compensation expense $ 992 $ 910 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS On July 17, 2023, the Company entered into a Securities Purchase Agreement with the purchaser named therein, pursuant to which the Company agreed to sell, in a public offering (the “Offering”), an aggregate of 4,054,055 shares of Common Stock, together with accompanying warrants (the “Common Warrants”) to purchase 4,054,055 shares of Common Stock, at a purchase price of $1.85 per share and accompanying warrants for gross proceeds to the Company of approximately $7.5 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company. The Offering closed on July 19, 2023. The Common Warrants are immediately exercisable, expire five years following the date of issuance and have an exercise price of $2.00 per share. 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) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022. Operating results for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. |
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 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed 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) | 6 Months Ended |
Jun. 30, 2023 | |
LEASES | |
Schedule of supplemental cash flow information related to operating leases | Six Months Ended June 30, 2023 Cash payments for operating leases $ 1,290 |
Schedule of future lease payments under operating leases | Operating Leases 2023 695 2024 1,385 2025 1,285 2026 185 Total future lease payments 3,550 Less imputed interest (258) Total lease liability balance 3,292 |
STOCK CAPITAL (Tables)
STOCK CAPITAL (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
STOCK CAPITAL | |
Summary of the Company's option activity | For the Six months ended June 30, 2023 Weighted average Aggregate Amount of exercise intrinsic options * price value $ $ Outstanding at December 31, 2022 1,510,117 3.9632 — Granted — — — Forfeited (92,000) 6.6674 — Outstanding at June 30, 2023 1,418,117 3.7878 — Exercisable at June 30, 2023 1,137,850 3.2005 — * Represents Employee Stock Options only (not including RSUs). |
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, 2022 217,027 5.01 1.40 Granted 385,000 2.69 — Vested 344,005 3.02 — Forfeited 53,827 4.09 — Nonvested as of June 30, 2023 204,195 4.23 1.17 |
Schedule of total stock-based compensation expense | Six months ended June 30, 2023 2022 Research and development $ 687 $ 173 General and administrative 305 737 Total stock-based compensation expense $ 992 $ 910 |
GENERAL (Details)
GENERAL (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
GENERAL | ||
Accumulated deficit | $ 208,209 | $ 197,821 |
RESEARCH AND LICENSE AGREEMENT
RESEARCH AND LICENSE AGREEMENT (Details) | 6 Months Ended |
Jun. 30, 2023 | |
RESEARCH AND LICENSE AGREEMENT | |
Percentage of royalty payment if licensed product covered by valid claim or orphan drug status | 5% |
Percentage of royalty payment if licensed product not covered by valid claim or orphan drug status | 3% |
Validity of royalty payment not covered by valid claim or orphan drug status | 15 years |
SHORT TERM DEPOSITS (Details)
SHORT TERM DEPOSITS (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Minimum | ||
SHORT TERM DEPOSITS | ||
Annual interest rate on bank deposits | 0.15% | 0.15% |
Maximum | ||
SHORT TERM DEPOSITS | ||
Annual interest rate on bank deposits | 1.66% | 1.66% |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
PREPAID EXPENSES | |
Prepaid expense | $ 290 |
LEASES - Additional information
LEASES - Additional information (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
LEASES | ||
Operating lease right of use asset | $ 3,713 | $ 4,389 |
Operating lease liability | $ 3,292 | |
Operating lease, weighted average remaining lease term | 2 years 7 months 9 days | |
Operating lease, weighted average discount rate percent | 6.75% |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information related to operating leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
LEASES | |
Cash payments for operating leases | $ 1,290 |
LEASES - Future lease payments
LEASES - Future lease payments under operating leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
LEASES | |
2023 | $ 695 |
2024 | 1,385 |
2025 | 1,285 |
2026 | 185 |
Total future lease payments | 3,550 |
Less imputed interest | (258) |
Total lease liability balance | $ 3,292 |
STOCK CAPITAL - Additional info
STOCK CAPITAL - Additional information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Aug. 09, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
STOCK CAPITAL | |||
Gross proceeds | $ 159,000 | ||
Compensation expense (income) | 992 | $ 910 | |
Employee Stock Option | |||
STOCK CAPITAL | |||
Unrecognized compensation cost | $ 450 | ||
Weighted average period | 1 year 9 months 18 days | ||
Compensation expense (income) | $ 58 | 500 | |
Restricted Stock | |||
STOCK CAPITAL | |||
Unrecognized compensation cost | $ 409 | ||
Weighted average period | 1 year 6 months 29 days | ||
Compensation expense (income) | $ 934 | $ 410 | |
Global Share Option Plan 2014 And US Stock Option And Incentive Plan 2014 | |||
STOCK CAPITAL | |||
Issuance of common stock | 5,600,000 | ||
Future issuance of common stock | 2,540,890 | ||
At Market Offering | |||
STOCK CAPITAL | |||
Aggregate offering amount | $ 100,000,000 | ||
Aggregate shares sold | 3,936,494 | ||
Gross proceeds | $ 8,793,397 |
STOCK CAPITAL - Employee Stock
STOCK CAPITAL - Employee Stock Option (Details) - Employee Stock Option | 6 Months Ended | |
Jun. 30, 2023 $ / shares shares | ||
STOCK CAPITAL | ||
Amount of options, Outstanding at beginning of period | shares | 1,510,117 | [1] |
Amount of options, Granted | shares | 0 | [1] |
Amount of options, Forfeited | shares | (92,000) | [1] |
Amount of options, Outstanding at end of period | shares | 1,418,117 | [1] |
Amount of options, Exercisable at end of period | shares | shares | 1,137,850 | [1] |
Weighted average exercise price, Outstanding at beginning of period (in dollars per share) | $ / shares | $ 3.9632 | |
Weighted average exercise price, Granted (in dollars per share) | $ / shares | 0 | |
Weighted Average exercise Price, Forfeited (in dollars per share) | $ / shares | 6.6674 | |
Weighted average exercise price, Outstanding at end of period (in dollars per share) | $ / shares | 3.7878 | |
Weighted average exercise price, Exercisable at end of period (in dollars per share) | $ / shares | $ 3.2005 | |
[1]Represents Employee Stock Options only (not including RSUs). |
STOCK CAPITAL - Restricted Stoc
STOCK CAPITAL - Restricted Stock (Details) - Restricted Stock - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
STOCK CAPITAL | ||
Number of Shares of Restricted Stock, Nonvested at beginning of period | 217,027 | |
Granted | 385,000 | |
Vested | 344,005 | |
Forfeited | 53,827 | |
Number of Shares of Restricted Stock, Nonvested at end of period | 204,195 | 217,027 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 5.01 | |
Granted | 2.69 | |
Vested | 3.02 | |
Forfeited | 4.09 | |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 4.23 | $ 5.01 |
Weighted Average Remaining Contractual Term (Years), Nonvested | 1 year 2 months 1 day | 1 year 4 months 24 days |
STOCK CAPITAL - Stock-Based Com
STOCK CAPITAL - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
STOCK CAPITAL | ||
Total stock-based compensation expense | $ 992 | $ 910 |
Research and development | ||
STOCK CAPITAL | ||
Total stock-based compensation expense | 687 | 173 |
General and administrative | ||
STOCK CAPITAL | ||
Total stock-based compensation expense | $ 305 | $ 737 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - Securities purchase agreement - Public offering - USD ($) $ / shares in Units, $ in Millions | Jul. 17, 2023 | Jul. 19, 2023 |
SUBSEQUENT EVENTS | ||
Number of shares agreed to sell | 4,054,055 | |
Shares issued upon exercise of warrants | 4,054,055 | |
Purchase price per share | $ 1.85 | |
Gross proceeds | $ 7.5 | |
Warrants term | 5 years | |
Class of Warrant or Right, Exercise price | $ 2 |