Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 | New York | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 78,886,897 | ||
Entity Common Stock, Shares Outstanding | 68,341,857 | ||
Entity Central Index Key | 0001137883 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Brightman Almagor Zohar & Co. | ||
Auditor Firm ID | 1197 | ||
Auditor Location | Tel Aviv, Israel |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 1,300 | $ 772 |
Short-term deposit (Note 8) | 2,211 | |
Other accounts receivable | 51 | 91 |
Prepaid expenses and other current assets (Note 4) | 548 | 32 |
Total current assets | 1,899 | 3,106 |
Long-Term Assets: | ||
Prepaid expenses and other long-term assets | 22 | 23 |
Restricted Cash | 185 | 0 |
Operating lease right of use asset (Note 5) | 1,416 | 4,389 |
Property and Equipment, Net (Note 6) | 686 | 933 |
Total Long-Term Assets | 2,309 | 5,345 |
Total assets | 4,208 | 8,451 |
Current Liabilities: | ||
Accounts payables | 4,954 | 6,224 |
Accrued expenses | 1,240 | 84 |
Operating lease liability (Note 5) | 603 | 1,427 |
Employees related liability | 1,003 | 1,065 |
Total current liabilities | 7,800 | 8,800 |
Long-Term Liabilities: | ||
Operating lease liability (Note 5) | 672 | 2,666 |
Warrants liability (Note 9) | 594 | 0 |
Total long-term liabilities | 1,266 | 2,666 |
Total liabilities | 9,066 | 11,466 |
Stockholders' Deficit: | ||
Stock capital: (Note 10) | 13 | 12 |
Additional paid-in-capital | 210,258 | 194,910 |
Treasury stocks | (116) | (116) |
Accumulated deficit | (215,013) | (197,821) |
Total stockholders' deficit | (4,858) | (3,015) |
Total liabilities and stockholders' deficit | $ 4,208 | $ 8,451 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 60,489,208 | 36,694,078 |
Common Stock, shares outstanding | 60,489,208 | 36,694,078 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development, net (Note 12) | $ 10,746 | $ 13,956 |
General and administrative | 10,693 | 10,866 |
Operating loss | (21,439) | (24,822) |
Financial income (expense), net | (447) | 545 |
Gain on change in fair value of Warrants liability (Note 9) | 4,694 | |
Net loss | $ (17,192) | $ (24,277) |
Basic net loss per share | $ (0.40) | $ (0.66) |
Diluted net loss per share | $ (0.40) | $ (0.66) |
Weighted average number of shares outstanding used in computing basic net loss per share | 43,075,938 | 36,509,060 |
Weighted average number of shares outstanding used in computing diluted net loss per share | 43,075,938 | 36,509,060 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 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 | 1,682 | 1,682 | ||||
Stock-based compensation related to stock and options granted to directors and employees (in shares) | 140,366 | |||||
Issuance of shares in at-the-market (ATM) offering (Note 10) | 238 | 238 | ||||
Issuance of shares in at-the-market (ATM) offering (Note 10) (in shares) | 152,299 | |||||
Net loss | (24,277) | (24,277) | ||||
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 | 1,490 | 0 | 1,490 | |||
Stock-based compensation related to stock and options granted to directors and employees (in shares) | 630,334 | |||||
Issuance of shares in at-the-market (ATM) offering (Note 10) | $ 1 | [1] | 11,880 | 0 | 11,881 | |
Issuance of shares in at-the-market (ATM) offering (Note 10) (in shares) | 19,110,741 | |||||
Issuance of shares for private placement (Note 7) | 1,978 | 0 | 1,978 | |||
Issuance of shares for private placement (Note 7) (shares) | 4,054,055 | |||||
Net loss | 0 | 0 | (17,192) | (17,192) | ||
Balance at Dec. 31, 2023 | $ 13 | [1] | $ 210,258 | $ (116) | $ (215,013) | $ (4,858) |
Balance (in shares) at Dec. 31, 2023 | 60,489,208 | |||||
[1]Represents an amount less than $1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (17,192) | $ (24,277) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 265 | 285 |
Stock-based compensation related to options granted to employees and directors | 1,490 | 1,682 |
Change in operating lease liability, net | 155 | (594) |
Decrease (increase) in prepaid expenses and other accounts receivable | (475) | 1,067 |
Increase (decrease) in trade payables | (1,270) | 2,524 |
Gain on change in fair value of warrants (Note 9) | (4,525) | |
Increase (decrease) in employees related liability and accrued expenses | 1,094 | (7) |
Total net cash used in operating activities | (20,458) | (19,320) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (18) | (29) |
Changes in short-term deposit | 2,211 | 1,027 |
Total net cash provided by investing activities | 2,193 | 998 |
Cash flows from financing activities: | ||
Proceeds from issuance of shares in at-the-market (ATM) offering (Note 10) | 11,881 | 238 |
Proceeds from Issuance of shares for private placement (Note 10) | 7,097 | |
Total net cash provided by financing activities | 18,978 | 238 |
Increase (decrease) in cash and cash equivalents | 713 | (18,084) |
Cash, cash equivalents and restricted cash at the beginning of the period | 772 | 18,856 |
Cash, cash equivalents and restricted cash at end of the period | 1,485 | 772 |
Non-Cash Activities: | ||
Right of use ("ROU") asset recognized with corresponding lease liability, resulted from new lease agreement (Note 5) | $ 1,576 | |
ROU asset decreased, resulted from lease modification (Note 5) | 1,695 | |
Lease liability decreased, resulted from lease modification (Note 5) | 1,395 | |
Finance expenses resulted from lease modification (Note 5) | $ 300 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 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 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 Company’s common stock, $0.00005 par value per share (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 December 31, 2023, the Company had an accumulated deficit of approximately $215,000 . The extent of the Company’s future operating losses and the timing of becoming profitable are uncertain. On October 24, 2023 the Company announced a strategic realignment to enable accelerated development of NurOwn® for the treatment of ALS. To fund the Phase 3b study and ALS priorities, the Company is actively exploring various options to raise capital including non-dilutive grants and capitalizing on its exosome technology. At the same time, the Company reduced and refocused resources by streamlining clean room operations and undertaking a targeted reduction in headcount of approximately 30 percent. Positions most critical to the implementation of the Phase 3b trial and regulatory submission and review were retained. The strategic realignment included approximately 50% reduction in key operating expenses, including payroll, clean room facilities, lab materials and rent. As a result of the reduction in headcount, the company incurred compensation expenses for termination of employment agreements with employees in the total amount of $ 910 , which was recorded on December 31, 2023 as accrued expenses. 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 at-the-market (“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. NOTE 1 - GENERAL (Cont.) 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. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES A. Basis of presentation: The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis. B. Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates. C. Financial statements in U.S. dollars: The functional currency of the Company is the U.S dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Part of the transactions of BCT is recorded in new Israeli shekels (“NIS”); however, a substantial portion of the costs are incurred in dollars or linked to the dollar. Accordingly, management has designated the dollar as the currency of BCT’s primary economic environment and thus it is their functional and reporting currency. Transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with the provisions of ASC 830-10 “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. D. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Advanced Cell Therapies Ltd, BCT, Brainstorm UK and Brainstorm Cell Therapeutics Limited (Irish Company). Intercompany balances and transactions have been eliminated upon consolidation. NOTE 2 - E. Cash and cash equivalents and restricted cash: Cash and cash equivalents include cash in hand and short-term highly liquid investments that are readily convertible to cash with maturities of three months or less as of the date acquired and that are exposed to insignificant risk of change in value. Restricted cash consists of deposits pledged to a bank that provided guarantee in connection with a long-term operating lease. F. Short-term deposits: Short-term deposits are deposits with an original maturity of more than three months from the date of investment and which do not meet the definition of cash equivalents. G. Property and equipment: Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows: % Office furniture and equipment 7 Computer software and electronic equipment 33 Laboratory equipment 15 Leasehold improvements Over the shorter of the lease term (including options if any) or useful life H. Accrued post-employment benefit: The majority of the Company’s employees in Israel have agreed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”). Pursuant to Section 14, those of the Company’s employees that are covered by this section are entitled only to an amount of severance pay equal to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Company. Payments in accordance with Section 14 release the Company from any future severance liabilities in respect of those employees. Neither severance pay liability nor severance pay funds under Section 14 for such employees is recorded on the Company’s balance sheet. NOTE 2 - I. Fair value of financial instruments: The carrying values of cash and cash equivalents, other accounts receivable, other assets, trade payables and other accounts payable approximate their fair value due to the short-term maturity of these instruments. ASC 820, “Fair Value Measurements and Disclosures, (“ASC 820”), defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact. The Company also considers assumptions that market participants would use when pricing the asset or liability, such as, inherent risk, transfer restrictions and risk of nonperformance. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 - Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 - Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets of liabilities in markets that are not active; Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s warrants liability is classified within Level 3 of the fair value hierarchy because of the volatility input incorporated in the Company’s Black-Scholes model at inception and on subsequent valuation dates involves unobservable inputs. J. Accounting for stock-based compensation: In accordance with ASC 718-10 the Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statement of operations. The Company recognizes compensation expense for the value of non-employee awards, which have graded vesting, based on the straight-line method over the requisite service period of each award. The Company estimates the fair value of restricted shares based on the market price of the shares at the grant date and estimates the fair value of stock options granted using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements over the period, equal to the expected option term, which was calculated using the simplified method. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) J. Accounting for stock-based compensation (Cont.): The Company accounts for shares and warrant grants issued to non-employees using the guidance of ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” which expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. K. Basic and diluted net loss per share: Basic net loss per share is computed based on the weighted average number of shares outstanding during each year. Diluted net loss per share is computed based on the weighted average number of shares outstanding during each year, plus the dilutive potential of the Common Stock considered outstanding during the year, in accordance with ASC 260-10 “Earnings per Share”. All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2023 and December 31, 2022, since all such securities have an anti-dilutive effect. L. Research and development expenses, net: Research and development expenses are charged to the statement of operations as incurred. Royalty-bearing grants from the Israel Innovation Authorities (“IIA”) and a non-dilutive, non-royalty-bearing grant from CIRM for funding approved research and development projects are recognized at the time the Company is entitled to such grants, based on the costs incurred and applied as a deduction from research and development expenses. M. Income taxes: The Company accounts for income taxes in accordance with ASC 740-10 “Accounting for Income Taxes”. This Statement requires the use of the liability method of accounting for income taxes, whereby deferred tax asset and liability account balances are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and BCT provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. N. Lease accounting The Company adopted ASC 842, leases effective January 1, 2019 using the modified retrospective approach. At the inception of an arrangement, the Company determines whether an arrangement is or contains a lease based on the facts and circumstances present in the arrangement. An arrangement is or contains a lease if the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) N. Lease accounting (Cont) Arrangements that are determined to be leases at inception are recognized in long-term ROU assets and short and long-term lease liabilities in the consolidated balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. O. Treasury Stock The Company records the aggregate purchase price of treasury stock at cost and includes treasury stock as a reduction to stockholders’ equity. P. Commitments and Contingencies The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. As of December 31, 2023, the company didn’t record any commitments and contingencies. Q. Recent Accounting Standards Updates Not Yet Effective: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – “Improvements to Income Tax Disclosures”. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted starting January 1, 2025. Early adoption is permitted, and the amendments should be applied on a prospective basis. The Company is currently evaluating the effect of adopting the ASU on its disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. In addition, it provides new segment disclosure requirements for entities with a single reportable segment. The guidance will be effective for the Company for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025. Early adoption is permitted. The Company is currently evaluating the impact on its financial statement disclosures. |
RESEARCH AND LICENSE AGREEMENT
RESEARCH AND LICENSE AGREEMENT | 12 Months Ended |
Dec. 31, 2023 | |
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. |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
PREPAID EXPENSES | |
PREPAID EXPENSES | NOTE 4 - PREPAID EXPENSES As of December 31, 2023, and 2022, prepaid expenses include directors’ insurance of $525 and zero, accordingly. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
LEASES | NOTE 5 - LEASES A. During November 2021, BCT entered into a new lease agreement, which replaced the previous agreement that was valid until December 31, 2021, in 12 Basel Street, Petach Tikva, Israel. The rental area is approximately 1,000 square meters of office and laboratory space, including an animal research facility. The new lease agreement came into force on January 1, 2022 and is valid for 60 months and includes an extension option for an additional 60 months. The extension period was not considered by the Company as part of the right of period of use, since the Company has not reasonably certain to exercise that option. The monthly lease payments under this lease agreement will be $18. As a result, the Company recognized a new ROU asset from January 2022 in the amount of $1,576. B. On October 31, 2023, BCT reached agreements with its lessor to change the original lease agreement for the lease of 3 clean rooms at 6 Weizman Street, Tel Aviv, so that the change will include an amendment to the lease contract so that starting on October 31, 2023, the company will lease one clean room and an office till November 30, 2025. The amendment was accounted as a lease modification that decreased the scope of the lease (“partial termination”) and was treated as a separate lease component. As a result of the partial termination, the Company remeasured its lease liability and reflect the change as an adjustment to the premodification lease liability. The right of use asset was reduced on the same time on a proportionate basis. As a result, the Company decreased its lease liability and its ROU in the amount of $1,395 and $1,695 respectively. The difference was recorded as finance expenses. C. As of December 31, 2023, and 2022, total right-of-use assets was approximately $1,416 and $4,389 and the operating lease liabilities for remaining long term lease was approximately $1,275 and $4,093, respectively. In the year ended December 31, 2023 and 2022, the Company recognized approximately $1,467 and $975, respectively in total lease costs for the leases. Variable lease costs for the year ended December 31, 2023 were immaterial. NOTE 5 - LEASES (Cont.) Supplemental cash flow and total lease cost information was as follows: Twelve Months Twelve Months Ended Ended December 31, December 31, 2023 2022 Cash payments for operating leases 1,313 1,538 Operating lease expense 1,321 1,514 Finance lease expense (income) 146 (569) For supplemental noncash information on lease liabilities arising from obtaining right-of-use assets, refer to non-cash activities note in the consolidated statements of cash flows. As of December 31, 2023, the Company’s operating leases had a weighted average remaining lease term of 2.36 years and a weighted average discount rate of 8.66%. Future lease payments under operating leases as of December 31, 2023 were as follows: Operating Leases 2024 611 2025 576 2026 189 Total future lease payments 1,376 Less imputed interest (101) Total lease liability balance 1,275 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 6 - PROPERTY AND EQUIPMENT Composition: December 31, 2023 2022 U.S. $ in thousands Cost: Office furniture and equipment 75 75 Computer software and electronic equipment 249 246 Laboratory equipment 2,288 2,273 Leasehold improvements 837 837 3,449 3,431 Accumulated depreciation: Office furniture and equipment 51 48 Computer software and electronic equipment 246 237 Laboratory equipment 1,680 1,442 Leasehold improvements 786 771 2,763 2,498 Depreciated cost 686 933 Depreciation expenses for the years ended December 31, 2023 and December 31, 2022 were $265 and $285, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 - COMMITMENTS AND CONTINGENCIES A. Commitments to pay royalties to the IIA: BCT obtained from the Chief Scientist of IIA grants for participation in research and development for the years 2007 through 2020, and, in return, BCT is obligated to pay royalties amounting to 3%-3.5% of its future sales up to the amount of the grant. The grant is linked to the exchange rate of the dollar and bears interest of Libor per annum . B. In addition to the royalties which the Company is required to pay to Ramot on its Commercialization of the Licensed Product as described in Note 3 hereof, the Company has other financial obligations under the License Agreement, including without limitation, certain research funding commitments as well as a commitment to reimburse Ramot for all of its documented Licensed Product patent-related expenses. Pursuant to the License Agreement, in the event the Company elects not to reimburse Ramot for any specific patent expenses, the Company’s corresponding Commercialization rights will be terminated by Ramot. By way of example, if the Company elects, in its sole discretion, not to reimburse Ramot’s patent expenses which are incurred in a particular jurisdiction, the Company’s right to Commercialize the Licensed Product in the same jurisdiction may be terminated by Ramot. As of December 31, 2023, there are no outstanding obligations owed to Ramot in connection with the above. C. On November 1, 2023, a purported shareholder of the Company filed a putative securities class action complaint against the Company and certain of its officers, captioned Sporn v. Brainstorm Cell Therapeutics Inc., et al., Case No. 1:23-cv-09630 (the “Securities Complaint”), in the United States District Court for the Southern District of New York (the “Securities Action”). The Securities Action alleges violations of Sections 10(b) of the Securities and Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder against all defendants and control person violations of Section 20(a) against the individual defendants, relating to NurOwn® for the treatment of ALS, the Company’s submissions to and communications with the FDA in support of the approval of NurOwn® for the treatment of ALS, and the prospects of future approval of NurOwn® by the FDA. The Securities Action seeks, among other things, damages in connection with an allegedly inflated stock price between August 15, 2022 and September 27, 2023, as well as attorneys’ fees and costs. The lead plaintiff’s deadline to file an Amended Complaint in the Securities Action is April 1, 2024; and the Company’s and individual defendants’ deadline to respond to the Amended Complaint is May 31, 2024. D. On February 14, 2024, February 15, 2024 and March 21, 2024, three purported shareholders of the Company filed derivative action complaints against the Company as nominal defendant and certain of its officers, current and former directors, and members of its scientific advisory board, captioned Porteous v. Lebovits, et al., Case No. 1:24-cv-01095; Andrev v. Lebovits, et al., Case No. 1:24-cv-1101; and Holtzman v. Lebovits, et al., Case No. 1:24-cv-02139 (the “Derivative Complaints”) in the United States District Court for the Southern District of New York (the “Derivative Actions”). The Derivative Actions, brought on behalf of the Company, each assert state law claims for breach of fiduciary duty and unjust enrichment against the individual defendants. The complaint in Holtzman also asserts state law claims against the individual defendants for abuse of control, gross mismanagement, corporate waste, a claim against the individual defendants for violations of Section 14(a) of the Securities and Exchange Act of 1934, as amended, and a claim against two officer defendants for contribution under Sections 10(b) and 21D of the Exchange Act. The Derivative Complaints allege that the individual defendants breached their fiduciary duties and duties under the Exchange Act in connection with the Company’s internal controls relating to, as with the allegations in the Securities Complaint, NurOwn® for the treatment of ALS, the Company’s submissions to and communications with the FDA in support of the approval of NurOwn® for the treatment of ALS, and the prospects of future approval of NurOwn® by the FDA their actions or omissions could not have been a good faith exercise of prudent business. The Derivative Actions seek among other things, monetary damages and disgorgement of performance-based compensation granted in connection with an allegedly inflated stock price between August 15, 2022 and September 27, 2023, as well as attorneys’ fees and costs. |
SHORT TERM DEPOSITS
SHORT TERM DEPOSITS | 12 Months Ended |
Dec. 31, 2023 | |
SHORT TERM DEPOSITS | |
SHORT TERM DEPOSITS | NOTE 8 - SHORT TERM DEPOSITS Short term deposits on December 31, 2022 include bank deposits bearing annual interest rate of 0.15% to 1.66%. The Company does not have short term deposits on December 31, 2023. |
WARRANTS LIABILITY
WARRANTS LIABILITY | 12 Months Ended |
Dec. 31, 2023 | |
WARRANTS LIABILITY | |
WARRANTS LIABILITY | NOTE 9 - WARRANTS LIABILITY In July 2023, the Company issued 4,054,055 shares of common stock and 4,054,055 private placement warrants (“July 2023 warrants”) to purchase shares of common stock. The gross proceeds from this transaction were approximately $7.5 million. The Common Warrants contain provisions regarding settlement in the event of a fundamental transaction that calculate the fair value of the warrants using a prespecified volatility assumption that was not consistent with the input used to value the warrants at issuance which causes the warrants to be classified as liabilities. The Common Warrants will be measured at fair value at inception and in subsequent reporting periods with changes in fair value recognized as financial income or expense as change in fair value of warrant liabilities in the period of change in the condensed consolidated statements of comprehensive loss. The total issuance cost of $ 403 was allocated proportionally to the warrants liability, $169, and to the equity, $234, according to its fair value on the grant date. The fair value of the warrants at issuance was $5,288, and its related issuance costs were classified to finance expenses. July 2023 warrants are classified as Level 3 financial instruments in the fair value hierarchy (refer to Note 11, Fair Value Measurement |
STOCK CAPITAL
STOCK CAPITAL | 12 Months Ended |
Dec. 31, 2023 | |
STOCK CAPITAL | |
STOCK CAPITAL | NOTE 10 - STOCK CAPITAL The rights of Common Stock: Holders of Common Stock have the right to receive notice to participate and vote in general meetings of the Company, the right to a share in the excess of assets upon liquidation of the Company and the right to receive dividends, if declared. The Common Stock is publicly traded on the Nasdaq Capital Market under the symbol BCLI. Private placements and public offerings: 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 year ended December 31, 2023, the Company has sold 19,110,741 shares of Common Stock for gross proceeds of approximately $12,305 under the August 9, 2021, ATM. NOTE 10 - STOCK CAPITAL (Cont.) Securities Purchase Agreement: On July 17, 2023, the Company entered into a Securities Purchase Agreement, 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. Please refer to Note 9. Capital Raised Since Inception: Since its inception and as of December 31, 2023, the Company has raised approximately $171,000 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, 2023, the Company has 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 December 31, 2023, 2,108,070 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 10 - STOCK CAPITAL (Cont.) Stock-based compensation to employees and directors: Stock Options: Under the 2014 Plans, the Company may award stock options to certain employees, officers, directors, and service providers. The stock options vest in accordance with such conditions and restrictions determined by the GNC Committee. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified period. Stock options awarded are valued based upon the Black-Scholes option pricing model and the Company recognizes this value as stock compensation expense over the periods in which the options vest. Use of the Black Scholes option-pricing model requires that the Company make certain assumptions, including expected volatility, risk-free interest rate, expected dividend yield, and the expected life of the options. The Company granted stock options to purchase 418,600 and 245,700 shares in 2023 and 2022, respectively. The fair value of the options is estimated at the date of grant using Black-Scholes options pricing model with the following assumptions used in the calculation: Year ended December 31, 2023 2022 Expected volatility 91-118 % 79-81 % Risk-free interest 3.40-4.49 % 1.42-3.61 % Dividend yield 0 % 0 % Expected life of up to (years) 5.04-5.5 5.5-6.03 Fair Value $ 1.296-$2.890 $ 2.055-$3.146 A summary of the Company’s option activity related to options to employees and directors, and related information is as follows: For the year ended December 31, 2023 2022 Weighted Weighted Amount average Aggregate Amount average Aggregate Of exercise Intrinsic Of exercise intrinsic options* price Value options* price value $ $ $ $ Outstanding at beginning of period 1,510,117 3.9632 1,310,417 4.1734 Granted 418,600 1.7300 245,700 3.2975 Exercised — — — — Forfeited (322,934) 4.5297 (46,000) 6.3965 Outstanding at end of period 1,605,783 3.2671 — 1,510,117 3.9632 — Vested at end of period 1,201,133 3.4487 — 1,152,850 3.2355 — ● 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 December 31, 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 December 31, 2023, there was $443 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 1.61 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 year ended December 31, 2023 and 2022 amounted to $137 and $969, respectively. NOTE 10 - STOCK CAPITAL (Cont.) Stock-based compensation to employees and directors: (Cont.) The options outstanding as of December 31, 2023 and December 31, 2022, have been separated into exercise prices, as follows: Weighted average remaining contractual Options Exercise Options outstanding Life - Years exercisable as of price As of December 31, As of December 31, As of December 31, $ 2023 2022 2023 2022 2023 2022 0.75 488,831 488,831 5.30 6.30 488,831 472,164 1.73 281,400 — 9.60 — — — 2.25 — 12,000 — 0.30 — 12,000 2.45 369,619 369,619 1.75 2.75 369,619 369,619 2.70 33,333 56,667 0.43 1.25 33,333 56,667 3.04 26,400 26,400 8.18 9.18 11,550 — 4.09 127,000 169,300 8.72 9.72 42,325 — 7.33 — 80,000 — 7.19 — 40,000 7.67 100,000 100,000 6.42 7.42 100,000 93,750 9.51 119,200 127,300 6.81 7.81 95,475 63,650 14.95 60,000 80,000 0.05 7.75 60,000 45,000 1,605,783 1,510,117 5.30 5.95 1,201,133 1,152,850 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. NOTE 10 - STOCK CAPITAL (Cont.) Stock-based compensation to employees and directors: (Cont.) Restricted Stock: Weighted Average Number of Weighted Remaining Restricted Average Grant Contractual Stock Date Fair Value Term (Years) Nonvested as of December 31, 2021 272,596 5.49 1.23 Granted 95,366 3.66 Vested 150,935 5.03 Forfeited — — — Nonvested as of December 31, 2022 217,027 5.01 1.40 Granted 684,161 2.27 Vested 542,464 2.91 Forfeited 53,828 4.09 Nonvested as of December 31, 2023 304,896 2.86 1.32 The total compensation expense recorded by the Company in respect of its restricted stock awards to certain employees, officers, directors, and service providers for the year ended December 31, 2023 and 2022 amounted to $1,353 and $713, respectively. As of December 31, 2023, there was $379 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 1.72 years. Share-based compensation to employees, directors and service providers: Total Stock-Based Compensation Expense: The total stock-based compensation expense, related to shares, options and warrants granted to employees, directors and service providers was comprised, at each period, as follows: December 31, 2023 2022 U.S. $ in thousands Research and development 1,170 444 General and administrative 320 1,238 Total stock-based compensation expense 1,490 1,682 Treasury Stock The Company may periodically repurchase shares of its common stock from employees for the satisfaction of their individual payroll tax withholding upon vesting of restricted stock awards in connection with the Company’s incentive plans. The Company’s repurchases of common stock are recorded at the stock price on the vesting date of the common stock. As of December 31, 2023, the Company repurchased 25,000 shares of its common stock for $116 thousands. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | NOTE 11 - FAIR VALUE MEASUREMENT The Company’s financial instruments consist of cash and cash equivalents, accounts payable and warrants. Accounting standards establish a hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Accounting standards require financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and the exercise of this judgment may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, contract assets, contract liabilities and accounts payable are considered to be representative of their fair value due to the short maturity of these instruments. Warrants Liabilities The July 2023 warrants are classified as Level 3 financial instruments. The Company estimated the fair value of the July 2023 warrants using the Black-Scholes model at inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, risk-free interest rate, volatility, and time to expiration. The volatility involves unobservable inputs classified as Level 3 of the fair value hierarchy. The assumptions used to determine the fair value of the July 2023 warrants are as follows: July 19, 2023 December 31, 2023 Time to expiration 5 years 4.56 years Common stock price $ 1.81 $ 0.27 Risk-free interest rate 3.98 3.88 Volatility 94 % 116 % |
RESEARCH AND DEVELOPMENT, NET
RESEARCH AND DEVELOPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
RESEARCH AND DEVELOPMENT, NET | |
RESEARCH AND DEVELOPMENT, NET | NOTE 12 - RESEARCH AND DEVELOPMENT, NET Composition: Year ended December 31, 2023 2022 U.S. $ in thousands Research and development 10,746 14,156 Less: Participation by grants — (200) 10,746 13,956 |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2023 | |
TAXES ON INCOME | |
TAXES ON INCOME | NOTE 13 - TAXES ON INCOME A. Tax rates applicable to the income of the Israeli subsidiary: BCT is taxed according to Israeli tax laws. The Israeli corporate tax rate from the year 2018 and onwards is 23%. B. Tax rates applicable to the income of the US company: BrainStorm Cell Therapeutics Inc. is taxed according to U.S. tax laws and is subject to federal tax rate of 21% and additional state tax as required. C. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: December 31, 2023 2022 U.S. $ in thousands Operating loss carryforward 182,489 155,310 Net deferred tax asset before valuation allowance 50,788 42,683 Valuation allowance (50,788) (42,683) Net deferred tax asset — — As of December 31, 2023, the Company has provided a full valuation allowance of $50,788 in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that because the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future. D. Available carryforward tax losses: As of December 31, 2023, the Company has an accumulated tax loss carryforward of approximately $182,489. Carryforward tax losses in Israel are of unlimited duration. Under the Tax Cut and Jobs Act of 2017, or the Tax Act (subject to modifications under the Coronavirus Aid, Relief, and Economic Security Act), federal net operating losses (NOL) incurred in taxable years ending after December 31, 2017 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal tax law. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as greater than 50 percentage point change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. Such limitations may result in the expiration of net operating losses before utilization. NOTE 13 - TAXES ON INCOME (Cont.) E. Loss from continuing operations, before taxes on income, consists of the following: Year ended December 31, 2023 2022 U.S. $ in thousands United States (8,837) (9,989) Israel (8,355) (14,288) (17,192) (24,277) F. Due to the Company’s cumulative losses, the effect of ASC 740 as codified from ASC 740-10 is not material. |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
TRANSACTIONS WITH RELATED PARTIES | |
TRANSACTIONS WITH RELATED PARTIES | NOTE 14 - TRANSACTIONS WITH RELATED PARTIES Other than transactions and balances related to cash and share based compensation to officers and directors, the Company did not have any transactions and balances with related parties and executive officers during 2023 and 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS A. B. In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events through the date the condensed consolidated financial statements were issued. The Company concluded that no other subsequent events have occurred that would require recognition or disclosure in the condensed consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | A. Basis of presentation: The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis. |
Use of estimates | B. Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates. |
Financial statements in U.S. dollars | C. Financial statements in U.S. dollars: The functional currency of the Company is the U.S dollar (“dollar”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Part of the transactions of BCT is recorded in new Israeli shekels (“NIS”); however, a substantial portion of the costs are incurred in dollars or linked to the dollar. Accordingly, management has designated the dollar as the currency of BCT’s primary economic environment and thus it is their functional and reporting currency. Transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with the provisions of ASC 830-10 “Foreign Currency Translation”. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. |
Principles of consolidation | D. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Advanced Cell Therapies Ltd, BCT, Brainstorm UK and Brainstorm Cell Therapeutics Limited (Irish Company). Intercompany balances and transactions have been eliminated upon consolidation. |
Cash and cash equivalents and restricted cash | E. Cash and cash equivalents and restricted cash: Cash and cash equivalents include cash in hand and short-term highly liquid investments that are readily convertible to cash with maturities of three months or less as of the date acquired and that are exposed to insignificant risk of change in value. Restricted cash consists of deposits pledged to a bank that provided guarantee in connection with a long-term operating lease. |
Short-term deposits | F. Short-term deposits: Short-term deposits are deposits with an original maturity of more than three months from the date of investment and which do not meet the definition of cash equivalents. |
Property and equipment | G. Property and equipment: Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows: % Office furniture and equipment 7 Computer software and electronic equipment 33 Laboratory equipment 15 Leasehold improvements Over the shorter of the lease term (including options if any) or useful life |
Accrued post-employment benefit | H. Accrued post-employment benefit: The majority of the Company’s employees in Israel have agreed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”). Pursuant to Section 14, those of the Company’s employees that are covered by this section are entitled only to an amount of severance pay equal to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Company. Payments in accordance with Section 14 release the Company from any future severance liabilities in respect of those employees. Neither severance pay liability nor severance pay funds under Section 14 for such employees is recorded on the Company’s balance sheet. |
Fair value of financial instruments | I. Fair value of financial instruments: The carrying values of cash and cash equivalents, other accounts receivable, other assets, trade payables and other accounts payable approximate their fair value due to the short-term maturity of these instruments. ASC 820, “Fair Value Measurements and Disclosures, (“ASC 820”), defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact. The Company also considers assumptions that market participants would use when pricing the asset or liability, such as, inherent risk, transfer restrictions and risk of nonperformance. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 - Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 - Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets of liabilities in markets that are not active; Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s warrants liability is classified within Level 3 of the fair value hierarchy because of the volatility input incorporated in the Company’s Black-Scholes model at inception and on subsequent valuation dates involves unobservable inputs. |
Accounting for stock-based compensation | J. Accounting for stock-based compensation: In accordance with ASC 718-10 the Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statement of operations. The Company recognizes compensation expense for the value of non-employee awards, which have graded vesting, based on the straight-line method over the requisite service period of each award. The Company estimates the fair value of restricted shares based on the market price of the shares at the grant date and estimates the fair value of stock options granted using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements over the period, equal to the expected option term, which was calculated using the simplified method. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) J. Accounting for stock-based compensation (Cont.): The Company accounts for shares and warrant grants issued to non-employees using the guidance of ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” which expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. |
Basic and diluted net loss per share | K. Basic and diluted net loss per share: Basic net loss per share is computed based on the weighted average number of shares outstanding during each year. Diluted net loss per share is computed based on the weighted average number of shares outstanding during each year, plus the dilutive potential of the Common Stock considered outstanding during the year, in accordance with ASC 260-10 “Earnings per Share”. All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2023 and December 31, 2022, since all such securities have an anti-dilutive effect. |
Research and development expenses, net | L. Research and development expenses, net: Research and development expenses are charged to the statement of operations as incurred. Royalty-bearing grants from the Israel Innovation Authorities (“IIA”) and a non-dilutive, non-royalty-bearing grant from CIRM for funding approved research and development projects are recognized at the time the Company is entitled to such grants, based on the costs incurred and applied as a deduction from research and development expenses. |
Income taxes | M. Income taxes: The Company accounts for income taxes in accordance with ASC 740-10 “Accounting for Income Taxes”. This Statement requires the use of the liability method of accounting for income taxes, whereby deferred tax asset and liability account balances are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and BCT provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. |
Lease accounting | N. Lease accounting The Company adopted ASC 842, leases effective January 1, 2019 using the modified retrospective approach. At the inception of an arrangement, the Company determines whether an arrangement is or contains a lease based on the facts and circumstances present in the arrangement. An arrangement is or contains a lease if the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) N. Lease accounting (Cont) Arrangements that are determined to be leases at inception are recognized in long-term ROU assets and short and long-term lease liabilities in the consolidated balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement date in determining the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basis over the lease term. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. |
Treasury Stock | O. Treasury Stock The Company records the aggregate purchase price of treasury stock at cost and includes treasury stock as a reduction to stockholders’ equity. |
Commitments and Contingencies | P. Commitments and Contingencies The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. As of December 31, 2023, the company didn’t record any commitments and contingencies. |
Recent Accounting Standards Updates Not Yet Effective | Q. Recent Accounting Standards Updates Not Yet Effective: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – “Improvements to Income Tax Disclosures”. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted starting January 1, 2025. Early adoption is permitted, and the amendments should be applied on a prospective basis. The Company is currently evaluating the effect of adopting the ASU on its disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. In addition, it provides new segment disclosure requirements for entities with a single reportable segment. The guidance will be effective for the Company for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025. Early adoption is permitted. The Company is currently evaluating the impact on its financial statement disclosures. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of annual depreciation rates | % Office furniture and equipment 7 Computer software and electronic equipment 33 Laboratory equipment 15 Leasehold improvements Over the shorter of the lease term (including options if any) or useful life |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
Schedule of supplemental cash flow information related to operating leases | Twelve Months Twelve Months Ended Ended December 31, December 31, 2023 2022 Cash payments for operating leases 1,313 1,538 Operating lease expense 1,321 1,514 Finance lease expense (income) 146 (569) |
Schedule of future lease payments under operating leases | Operating Leases 2024 611 2025 576 2026 189 Total future lease payments 1,376 Less imputed interest (101) Total lease liability balance 1,275 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
Schedule of Property, plant and equipment | December 31, 2023 2022 U.S. $ in thousands Cost: Office furniture and equipment 75 75 Computer software and electronic equipment 249 246 Laboratory equipment 2,288 2,273 Leasehold improvements 837 837 3,449 3,431 Accumulated depreciation: Office furniture and equipment 51 48 Computer software and electronic equipment 246 237 Laboratory equipment 1,680 1,442 Leasehold improvements 786 771 2,763 2,498 Depreciated cost 686 933 |
STOCK CAPITAL (Tables)
STOCK CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
STOCK CAPITAL | |
Schedule of fair value assumptions used for the stock options granted | Year ended December 31, 2023 2022 Expected volatility 91-118 % 79-81 % Risk-free interest 3.40-4.49 % 1.42-3.61 % Dividend yield 0 % 0 % Expected life of up to (years) 5.04-5.5 5.5-6.03 Fair Value $ 1.296-$2.890 $ 2.055-$3.146 |
Summary of the Company's option activity | For the year ended December 31, 2023 2022 Weighted Weighted Amount average Aggregate Amount average Aggregate Of exercise Intrinsic Of exercise intrinsic options* price Value options* price value $ $ $ $ Outstanding at beginning of period 1,510,117 3.9632 1,310,417 4.1734 Granted 418,600 1.7300 245,700 3.2975 Exercised — — — — Forfeited (322,934) 4.5297 (46,000) 6.3965 Outstanding at end of period 1,605,783 3.2671 — 1,510,117 3.9632 — Vested at end of period 1,201,133 3.4487 — 1,152,850 3.2355 — |
Schedule of options outstanding have been separated into exercise prices | Weighted average remaining contractual Options Exercise Options outstanding Life - Years exercisable as of price As of December 31, As of December 31, As of December 31, $ 2023 2022 2023 2022 2023 2022 0.75 488,831 488,831 5.30 6.30 488,831 472,164 1.73 281,400 — 9.60 — — — 2.25 — 12,000 — 0.30 — 12,000 2.45 369,619 369,619 1.75 2.75 369,619 369,619 2.70 33,333 56,667 0.43 1.25 33,333 56,667 3.04 26,400 26,400 8.18 9.18 11,550 — 4.09 127,000 169,300 8.72 9.72 42,325 — 7.33 — 80,000 — 7.19 — 40,000 7.67 100,000 100,000 6.42 7.42 100,000 93,750 9.51 119,200 127,300 6.81 7.81 95,475 63,650 14.95 60,000 80,000 0.05 7.75 60,000 45,000 1,605,783 1,510,117 5.30 5.95 1,201,133 1,152,850 |
Schedule of compensation expense for restricted stock is based on fair market value at the grant date | Weighted Average Number of Weighted Remaining Restricted Average Grant Contractual Stock Date Fair Value Term (Years) Nonvested as of December 31, 2021 272,596 5.49 1.23 Granted 95,366 3.66 Vested 150,935 5.03 Forfeited — — — Nonvested as of December 31, 2022 217,027 5.01 1.40 Granted 684,161 2.27 Vested 542,464 2.91 Forfeited 53,828 4.09 Nonvested as of December 31, 2023 304,896 2.86 1.32 |
Schedule of total stock-based compensation expense | December 31, 2023 2022 U.S. $ in thousands Research and development 1,170 444 General and administrative 320 1,238 Total stock-based compensation expense 1,490 1,682 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENT | |
Schedule of assumptions used to determine fair value of July 2023 warrants | July 19, 2023 December 31, 2023 Time to expiration 5 years 4.56 years Common stock price $ 1.81 $ 0.27 Risk-free interest rate 3.98 3.88 Volatility 94 % 116 % |
RESEARCH AND DEVELOPMENT, NET (
RESEARCH AND DEVELOPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
RESEARCH AND DEVELOPMENT, NET | |
Schedule of Research and development, Net | Year ended December 31, 2023 2022 U.S. $ in thousands Research and development 10,746 14,156 Less: Participation by grants — (200) 10,746 13,956 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
TAXES ON INCOME | |
Schedule significant components of the Company's deferred tax assets | December 31, 2023 2022 U.S. $ in thousands Operating loss carryforward 182,489 155,310 Net deferred tax asset before valuation allowance 50,788 42,683 Valuation allowance (50,788) (42,683) Net deferred tax asset — — |
Schedule of loss from continuing operations, before taxes on income | Year ended December 31, 2023 2022 U.S. $ in thousands United States (8,837) (9,989) Israel (8,355) (14,288) (17,192) (24,277) |
GENERAL (Details)
GENERAL (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Oct. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
GENERAL | |||
Common Stock, par value (in dollars per share) | $ 0.00005 | $ 0.00005 | |
Accumulated deficit | $ 215,013 | $ 197,821 | |
Percentage of targeted reduction in headcount | 30% | ||
Percentage of reduction In operating expenses | 50% | ||
Accrued expenses | $ 910 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Annual depreciation rates (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Office furniture and equipment | |
Property, Plant and Equipment | |
Property Plant and Equipment Depreciation Rates | 7% |
Computer software and electronic equipment | |
Property, Plant and Equipment | |
Property Plant and Equipment Depreciation Rates | 33% |
Laboratory equipment | |
Property, Plant and Equipment | |
Property Plant and Equipment Depreciation Rates | 15% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Amount of severance pay equal to monthly deposits | 8.33% |
RESEARCH AND LICENSE AGREEMENT
RESEARCH AND LICENSE AGREEMENT (Details) | 12 Months Ended |
Dec. 31, 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 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Directors insurance | ||
PREPAID EXPENSES | ||
Prepaid expense | $ 525 | $ 0 |
LEASES (Details)
LEASES (Details) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 USD ($) | Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | |
LEASES | |||
Operating lease right of use asset | $ 1,416 | $ 4,389 | |
Decrease in lease liabiliity | 155 | (594) | |
Operating lease liability | 1,275 | 4,093 | |
Lease costs | $ 1,467 | $ 975 | |
Operating lease, weighted average remaining lease term | 2 years 4 months 9 days | ||
Operating lease, weighted average discount rate percent | 8.66% | ||
BCT | |||
LEASES | |||
Area of land | ft² | 1,000 | ||
Term of lease | 60 months | ||
Extension term of lease | 60 months | ||
Monthly lease payments | $ 18 | ||
Operating lease right of use asset | $ 1,576 | ||
Decrease in lease liabiliity | $ 1,395 | ||
Right of use | $ 1,695 |
LEASES - Supplemental cash flow
LEASES - Supplemental cash flow information related to operating leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
LEASES | ||
Cash payments for operating leases | $ 1,313 | $ 1,538 |
Operating lease expense | 1,321 | 1,514 |
Finance lease expense (income) | $ 146 | $ (569) |
LEASES - Future lease payments
LEASES - Future lease payments under operating leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
LEASES | ||
2024 | $ 611 | |
2025 | 576 | |
2026 | 189 | |
Total future lease payments | 1,376 | |
Less imputed interest | (101) | |
Total lease liability balance | $ 1,275 | $ 4,093 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and equipment , Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Composition: | ||
Cost | $ 3,449 | $ 3,431 |
Accumulated depreciation | 2,763 | 2,498 |
Depreciated cost | 686 | 933 |
Office furniture and equipment | ||
Composition: | ||
Cost | 75 | 75 |
Accumulated depreciation | 51 | 48 |
Computer software and electronic equipment | ||
Composition: | ||
Cost | 249 | 246 |
Accumulated depreciation | 246 | 237 |
Laboratory equipment | ||
Composition: | ||
Cost | 2,288 | 2,273 |
Accumulated depreciation | 1,680 | 1,442 |
Leasehold improvements | ||
Composition: | ||
Cost | 837 | 837 |
Accumulated depreciation | $ 786 | $ 771 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | ||
Depreciation | $ 265 | $ 285 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended | ||||
Mar. 21, 2024 item | Feb. 15, 2024 item | Feb. 14, 2024 item | Jan. 01, 2022 USD ($) | Dec. 31, 2023 USD ($) ft² | |
COMMITMENTS AND CONTINGENCIES | |||||
Grants underlying basis | The grant is linked to the exchange rate of the dollar and bears interest of Libor per annum. | ||||
BCT | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Area of land | ft² | 1,000 | ||||
Term of lease | 60 months | ||||
Extension term of lease | 60 months | ||||
Monthly lease payments | $ 18 | ||||
Israel Innovation Authorities | BCT | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Amounts of grants received | $ 0 | ||||
Subsequent Event [Member] | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Number Of Shareholders | item | 3 | 3 | 3 | ||
Minimum | Israel Innovation Authorities | BCT | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Percentage of royalty payments agreed for grants | 3% | ||||
Maximum | Israel Innovation Authorities | BCT | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Percentage of royalty payments agreed for grants | 3.50% |
SHORT TERM DEPOSITS (Details)
SHORT TERM DEPOSITS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
SHORT TERM DEPOSITS | ||
Short term deposits | $ 0 | |
Minimum | ||
SHORT TERM DEPOSITS | ||
Annual interest rate on bank deposits | 0.15% | |
Maximum | ||
SHORT TERM DEPOSITS | ||
Annual interest rate on bank deposits | 1.66% |
WARRANTS LIABILITY (Details)
WARRANTS LIABILITY (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jul. 31, 2023 | Dec. 31, 2023 | |
WARRANTS LIABILITY | ||
Change in fair value of Warrants liability | $ 4,525 | |
July 2023 warrants | ||
WARRANTS LIABILITY | ||
Gross proceeds | $ 7,500 | |
Total issuance costs | 403 | |
Total issuance costs allocated to warrants liability | 169 | |
Total issuance costs allocated to equity | 234 | |
Fair value of warrants | $ 5,288 | |
Warrants outstanding | 594 | |
Change in fair value of Warrants liability | $ 4,694 | |
Common Stock | July 2023 warrants | ||
WARRANTS LIABILITY | ||
Aggregate shares sold | 4,054,055 | |
Private placement warrants | July 2023 warrants | ||
WARRANTS LIABILITY | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,054,055 |
STOCK CAPITAL - Additional info
STOCK CAPITAL - Additional information (Details) - USD ($) | 12 Months Ended | ||
Aug. 09, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
STOCK CAPITAL | |||
Gross proceeds | $ 171,000 | ||
Compensation expense (income) | 1,490,000 | $ 1,682,000 | |
Employee Stock Option | |||
STOCK CAPITAL | |||
Unrecognized compensation cost | $ 443,000 | ||
Weighted average period | 1 year 7 months 9 days | ||
Compensation expense (income) | $ 137,000 | 969,000 | |
Restricted Stock | |||
STOCK CAPITAL | |||
Unrecognized compensation cost | $ 379,000 | ||
Weighted average period | 1 year 8 months 19 days | ||
Compensation expense (income) | $ 1,353,000 | $ 713,000 | |
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 | 2,108,070 | ||
Treasury stocks | |||
STOCK CAPITAL | |||
Repurchased Common Stock Value | $ 116,000 | ||
Stock Repurchased | 25,000 | ||
At Market Offering | |||
STOCK CAPITAL | |||
Aggregate offering amount | $ 100,000,000 | ||
Aggregate shares sold | 19,110,741 | ||
Gross proceeds | $ 12,305,000 |
STOCK CAPITAL - Securities Purc
STOCK CAPITAL - Securities Purchase Agreement (Details) - Securities purchase agreement - Public offering $ / shares in Units, $ in Millions | Jul. 17, 2023 USD ($) $ / shares shares |
STOCK CAPITAL | |
Aggregate shares sold | shares | 4,054,055 |
Warrants to purchase shares of common stock | shares | 4,054,055 |
Purchase price per share | $ / shares | $ 1.85 |
Gross proceeds | $ | $ 7.5 |
Warrants term | 5 years |
Class of warrant exercise price | $ / shares | $ 2 |
STOCK CAPITAL - Stock option fa
STOCK CAPITAL - Stock option fair value assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
STOCK CAPITAL | ||
Risk-free interest, Minimum | 3.40% | 1.42% |
Risk-free interest, Maximum | 4.49% | 3.61% |
Dividend yield | 0% | 0% |
Expected volatility, Minimum | 91% | 79% |
Expected volatility, Maximum | 118% | 81% |
Minimum | ||
STOCK CAPITAL | ||
Expected life of up to (years) | 5 years 14 days | 5 years 6 months |
Fair Value | $ 1.296 | $ 2.055 |
Maximum | ||
STOCK CAPITAL | ||
Expected life of up to (years) | 5 years 6 months | 6 years 10 days |
Fair Value | $ 2.890 | $ 3.146 |
STOCK CAPITAL - Employee Stock
STOCK CAPITAL - Employee Stock Option (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
STOCK CAPITAL | ||
Amount of options, Outstanding at beginning of period | 1,510,117 | |
Amount of options, Outstanding at end of period | 1,605,783 | 1,510,117 |
Employee Stock Option | ||
STOCK CAPITAL | ||
Amount of options, Outstanding at beginning of period | 1,510,117 | 1,310,417 |
Amount of options, Granted | 418,600 | 245,700 |
Amount of options, Exercised | 0 | |
Amount of options, Forfeited | (322,934) | (46,000) |
Amount of options, Outstanding at end of period | 1,605,783 | 1,510,117 |
Amount of options, Vested at end of period | 1,201,133 | 1,152,850 |
Weighted average exercise price, Outstanding at beginning of period (in dollars per share) | $ 3.9632 | $ 4.1734 |
Weighted average exercise price, Granted (in dollars per share) | 1.7300 | 3.2975 |
Weighted average exercise price, Exercised (in dollars per share) | 0 | |
Weighted Average exercise Price, Forfeited (in dollars per share) | 4.5297 | 6.3965 |
Weighted average exercise price, Outstanding at end of period (in dollars per share) | 3.2671 | 3.9632 |
Weighted average exercise price, Vested at end of period (in dollars per share) | $ 3.4487 | $ 3.2355 |
STOCK CAPITAL - Restricted Stoc
STOCK CAPITAL - Restricted Stock (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
STOCK CAPITAL | |||
Number of Shares of Restricted Stock, Nonvested at beginning of period | 217,027 | 272,596 | |
Granted | 684,161 | 95,366 | |
Vested | 542,464 | 150,935 | |
Forfeited | 53,828 | ||
Number of Shares of Restricted Stock, Nonvested at end of period | 304,896 | 217,027 | 272,596 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 5.01 | $ 5.49 | |
Granted | 2.27 | 3.66 | |
Vested | 2.91 | 5.03 | |
Forfeited | 4.09 | ||
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 2.86 | $ 5.01 | $ 5.49 |
Weighted Average Remaining Contractual Term (Years), Nonvested | 1 year 3 months 25 days | 1 year 4 months 24 days | 1 year 2 months 23 days |
STOCK CAPITAL - The options out
STOCK CAPITAL - The options outstanding have been separated into exercise prices (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
STOCK CAPITAL | ||
Options outstanding at end of period | 1,605,783 | 1,510,117 |
Weighted average remaining contractual Life - Years | 5 years 3 months 18 days | 5 years 11 months 12 days |
Options exercisable | 1,201,133 | 1,152,850 |
Exercise Price 0.75 | ||
STOCK CAPITAL | ||
Exercise price (in dollars per share) | $ 0.75 | |
Options outstanding at end of period | 488,831 | 488,831 |
Weighted average remaining contractual Life - Years | 5 years 3 months 18 days | 6 years 3 months 18 days |
Options exercisable | 488,831 | 472,164 |
Exercise Price 1.73 | ||
STOCK CAPITAL | ||
Exercise price (in dollars per share) | $ 1.73 | |
Options outstanding at end of period | 281,400 | |
Weighted average remaining contractual Life - Years | 9 years 7 months 6 days | |
Exercise Price 2.25 | ||
STOCK CAPITAL | ||
Exercise price (in dollars per share) | $ 2.25 | |
Options outstanding at end of period | 12,000 | |
Weighted average remaining contractual Life - Years | 3 months 18 days | |
Options exercisable | 12,000 | |
Exercise Price 2.45 | ||
STOCK CAPITAL | ||
Exercise price (in dollars per share) | $ 2.45 | |
Options outstanding at end of period | 369,619 | 369,619 |
Weighted average remaining contractual Life - Years | 1 year 9 months | 2 years 9 months |
Options exercisable | 369,619 | 369,619 |
Exercise Price 2.70 | ||
STOCK CAPITAL | ||
Exercise price (in dollars per share) | $ 2.70 | |
Options outstanding at end of period | 33,333 | 56,667 |
Weighted average remaining contractual Life - Years | 5 months 4 days | 1 year 3 months |
Options exercisable | 33,333 | 56,667 |
Exercise Price 3.04 | ||
STOCK CAPITAL | ||
Exercise price (in dollars per share) | $ 3.04 | |
Options outstanding at end of period | 26,400 | 26,400 |
Weighted average remaining contractual Life - Years | 8 years 2 months 4 days | 9 years 2 months 4 days |
Options exercisable | 11,550 | |
Exercise Price 4.09 | ||
STOCK CAPITAL | ||
Exercise price (in dollars per share) | $ 4.09 | |
Options outstanding at end of period | 127,000 | 169,300 |
Weighted average remaining contractual Life - Years | 8 years 8 months 19 days | 9 years 8 months 19 days |
Options exercisable | 42,325 | |
Exercise Price 7.33 | ||
STOCK CAPITAL | ||
Exercise price (in dollars per share) | $ 7.33 | |
Options outstanding at end of period | 80,000 | |
Weighted average remaining contractual Life - Years | 7 years 2 months 8 days | |
Options exercisable | 40,000 | |
Exercise Price 7.67 | ||
STOCK CAPITAL | ||
Exercise price (in dollars per share) | $ 7.67 | |
Options outstanding at end of period | 100,000 | 100,000 |
Weighted average remaining contractual Life - Years | 6 years 5 months 1 day | 7 years 5 months 1 day |
Options exercisable | 100,000 | 93,750 |
Exercise Price 9.51 | ||
STOCK CAPITAL | ||
Exercise price (in dollars per share) | $ 9.51 | |
Options outstanding at end of period | 119,200 | 127,300 |
Weighted average remaining contractual Life - Years | 6 years 9 months 21 days | 7 years 9 months 21 days |
Options exercisable | 95,475 | 63,650 |
Exercise Price 14.95 | ||
STOCK CAPITAL | ||
Exercise price (in dollars per share) | $ 14.95 | |
Options outstanding at end of period | 60,000 | 80,000 |
Weighted average remaining contractual Life - Years | 18 days | 7 years 9 months |
Options exercisable | 60,000 | 45,000 |
STOCK CAPITAL - Stock-Based Com
STOCK CAPITAL - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
STOCK CAPITAL | ||
Total stock-based compensation expense | $ 1,490 | $ 1,682 |
Research and development | ||
STOCK CAPITAL | ||
Total stock-based compensation expense | 1,170 | 444 |
General and administrative | ||
STOCK CAPITAL | ||
Total stock-based compensation expense | $ 320 | $ 1,238 |
FAIR VALUE MEASUREMENT - Warran
FAIR VALUE MEASUREMENT - Warrants Liabilities (Details) - Level 3 - July 2023 warrants | Dec. 31, 2023 $ / shares Y | Jul. 19, 2023 $ / shares Y |
Time to expiration | ||
Assumptions used to determine fair value of warrants | ||
Warrants liabilities, inputs | Y | 4.56 | 5 |
Common stock price | ||
Assumptions used to determine fair value of warrants | ||
Warrants liabilities, inputs | $ / shares | 0.27 | 1.81 |
Risk-free interest rate | ||
Assumptions used to determine fair value of warrants | ||
Warrants liabilities, inputs | 3.88 | 3.98 |
Volatility | ||
Assumptions used to determine fair value of warrants | ||
Warrants liabilities, inputs | 1.16 | 0.94 |
RESEARCH AND DEVELOPMENT, NET_2
RESEARCH AND DEVELOPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
RESEARCH AND DEVELOPMENT, NET | ||
Research and development | $ 10,746 | $ 14,156 |
Research and development expense | $ 10,746 | 13,956 |
Other grants | ||
RESEARCH AND DEVELOPMENT, NET | ||
Less: Participation by grants | $ (200) |
TAXES ON INCOME (Details)
TAXES ON INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2023 | |
TAXES ON INCOME | ||
Tax Credit Carryforward, Amount | $ 182,489 | |
Israel | ||
TAXES ON INCOME | ||
Corporate tax rate | 23% | |
U.S. | ||
TAXES ON INCOME | ||
Corporate tax rate | 21% |
TAXES ON INCOME - Significant c
TAXES ON INCOME - Significant components of the Company's deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
TAXES ON INCOME | ||
Operating loss carryforward | $ 182,489 | $ 155,310 |
Net deferred tax asset before valuation allowance | 50,788 | 42,683 |
Valuation allowance | $ (50,788) | $ (42,683) |
TAXES ON INCOME - Loss from con
TAXES ON INCOME - Loss from continuing operations, before taxes on income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
TAXES ON INCOME | ||
United States | $ (8,837) | $ (9,989) |
Israel | (8,355) | (14,288) |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (17,192) | $ (24,277) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 21, 2024 item | Feb. 15, 2024 item | Feb. 14, 2024 item | Apr. 01, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Subsequent Event | |||||
Gross proceeds | $ 171,000 | ||||
ATM Distribution Agreement | |||||
Subsequent Event | |||||
Gross proceeds | $ 12,305,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event | |||||
Number Of Shareholders | item | 3 | 3 | 3 | ||
Subsequent Event [Member] | ATM Distribution Agreement | |||||
Subsequent Event | |||||
Gross proceeds | $ 2,600,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (17,192) | $ (24,277) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |