Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Pluri Inc. | |
Trading Symbol | PLUR | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding | 41,118,442 | |
Amendment Flag | false | |
Entity Central Index Key | 0001158780 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-31392 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 98-0351734 | |
Entity Address, Address Line One | MATAM Advanced Technology Park | |
Entity Address, Address Line Two | Building No. 5 | |
Entity Address, City or Town | Haifa | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 3508409 | |
Local Phone Number | 74-7108600 | |
City Area Code | 972 | |
Title of 12(b) Security | Common Shares, par value $0.00001 | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Interim Condensed Consolidated
Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 3,677 | $ 9,772 | |
Short-term bank deposits | 40,491 | 45,244 | |
Restricted cash | 273 | 1,007 | |
Prepaid expenses and other current assets | 2,246 | 1,724 | |
Total current assets | 46,687 | 57,747 | |
LONG-TERM ASSETS: | |||
Restricted bank deposits | 633 | 634 | |
Severance pay fund | 437 | 661 | |
Property and equipment, net | 681 | 739 | |
Operating lease right-of-use asset | 7,801 | 8,270 | |
Other long-term assets | 2 | 14 | |
Total long-term assets | 9,554 | 10,318 | |
Total assets | 56,241 | 68,065 | |
CURRENT LIABILITIES | |||
Trade payables | 1,453 | 1,785 | |
Accrued expenses | 1,335 | 1,630 | |
Operating lease liability | 627 | 619 | |
Accrued vacation and recuperation | 810 | 1,053 | |
Other accounts payable | 1,152 | 1,742 | |
Total current liabilities | 5,377 | 6,829 | |
LONG-TERM LIABILITIES | |||
Accrued severance pay | 610 | 867 | |
Operating lease liability | 6,027 | 6,505 | |
Loan from the European Investment Bank (“EIB”) | 23,346 | 21,678 | |
Total long-term liabilities | 29,983 | 29,050 | |
COMMITMENTS AND CONTINGENCIES | |||
Share capital: | |||
Common shares, $0.00001 par value per share: Authorized: 60,000,000 as of March 31, 2023, and June 30, 2022; Issued and outstanding: 41,072,224 and 32,507,491 shares as of March 31, 2023, and June 30, 2022, respectively. | [1] | ||
Additional paid-in capital | 412,189 | 401,302 | |
Accumulated deficit | (393,125) | (371,263) | |
Total shareholders’ equity | 19,064 | 30,039 | |
Non-controlling interests | 1,817 | 2,147 | |
Total equity | 20,881 | 32,186 | |
Total liabilities and equity | $ 56,241 | $ 68,065 | |
[1] Less than $1 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2023 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Common shares, par value per share (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common shares, authorized | 60,000,000 | 60,000,000 |
Common shares, issued | 41,072,224 | 32,507,491 |
Common shares, outstanding | 41,072,224 | 32,507,491 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 87 | $ 234 | $ 176 | $ 234 |
Operating expenses: | ||||
Research and development expenses | (4,333) | (6,273) | (13,412) | (19,205) |
Less: participation by the Israeli Innovation Authority (IIA), Horizon Europe and other parties | 166 | 117 | 1,189 | 189 |
Research and development expenses, net | (4,167) | (6,156) | (12,223) | (19,016) |
General and administrative expenses | (3,020) | (4,553) | (8,655) | (13,929) |
Operating loss | (7,100) | (10,475) | (20,702) | (32,711) |
Interest expenses | (217) | (223) | (623) | (676) |
Other financial income (expenses), net | (441) | 780 | (956) | 1,097 |
Total financial income (expenses), net | (658) | 557 | (1,579) | 421 |
Net loss | (7,758) | (9,918) | (22,281) | (32,290) |
Net loss attributed to non-controlling interest | (134) | (53) | (419) | (53) |
Net loss attributed to shareholders | $ (7,624) | $ (9,865) | $ (21,862) | $ (32,237) |
Loss per share: | ||||
Basic and diluted net loss per share (in Dollars per share) | $ (0.19) | $ (0.31) | $ (0.63) | $ (1) |
Weighted average number of shares used in computing basic and diluted net loss per share (in Shares) | 39,947,602 | 32,261,628 | 35,217,037 | 32,131,503 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Diluted net loss per share | $ (0.19) | $ (0.31) | $ (0.63) | $ (1) |
Weighted average number of shares used in computing diluted net loss per share (in Shares) | 39,947,602 | 32,261,628 | 35,217,037 | 32,131,503 |
Interim Condensed Statements of
Interim Condensed Statements of Changes in Shareholders’ Equity (Unaudited) - USD ($) $ in Thousands | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Equity | Non- controlling interests | Total | |
Balance at Jun. 30, 2021 | [1] | $ 387,172 | $ (330,021) | $ 57,151 | $ 57,151 | ||
Balance (in Shares) at Jun. 30, 2021 | 31,957,782 | ||||||
Share-based compensation to employees, directors, and non-employee consultants | [1] | 7,522 | 7,522 | 260 | 7,782 | ||
Share-based compensation to employees, directors, and non-employee consultants (in Shares) | 384,614 | ||||||
Establishment of Ever After and Non-controlling interest in Ever After | 5,657 | 5,657 | 1,843 | 7,500 | |||
Net loss | (32,237) | (32,237) | (53) | (32,290) | |||
Balance at Mar. 31, 2022 | [1] | 400,351 | (362,258) | 38,093 | 2,050 | 40,143 | |
Balance (in Shares) at Mar. 31, 2022 | 32,342,396 | ||||||
Balance at Dec. 31, 2021 | [1] | 392,233 | (352,393) | 39,840 | 39,840 | ||
Balance (in Shares) at Dec. 31, 2021 | 32,225,102 | ||||||
Share-based compensation to employees, directors, and non-employee consultants | [1] | 2,461 | 2,461 | 260 | 2,721 | ||
Share-based compensation to employees, directors, and non-employee consultants (in Shares) | 117,294 | ||||||
Establishment of Ever After and Non-controlling interest in Ever After | 5,657 | 5,657 | 1,843 | 7,500 | |||
Net loss | (9,865) | (9,865) | (53) | (9,918) | |||
Balance at Mar. 31, 2022 | [1] | 400,351 | (362,258) | 38,093 | 2,050 | 40,143 | |
Balance (in Shares) at Mar. 31, 2022 | 32,342,396 | ||||||
Balance at Jun. 30, 2022 | [1] | 401,302 | (371,263) | 30,039 | 2,147 | 32,186 | |
Balance (in Shares) at Jun. 30, 2022 | 32,507,491 | ||||||
Share-based compensation to employees, directors, and non-employee consultants | [1] | 2,224 | 2,224 | 718 | 2,942 | ||
Share-based compensation to employees, directors, and non-employee consultants (in Shares) | 408,833 | ||||||
Issuance of common shares and warrants related to December 2022 Private Placement, net of issuance costs of $435 | [1] | 8,034 | 8,034 | 8,034 | |||
Issuance of common shares and warrants related to December 2022 Private Placement, net of issuance costs of $435 (in Shares) | 8,155,900 | ||||||
Modification of warrants to non-controlling interests (note 1c) | (385) | (385) | 385 | ||||
Expiration of warrants in Ever After (note 1c) | 1,014 | 1,014 | (1,014) | ||||
Net loss | (21,862) | (21,862) | (419) | (22,281) | |||
Balance at Mar. 31, 2023 | [1] | 412,189 | (393,125) | 19,064 | 1,817 | 20,881 | |
Balance (in Shares) at Mar. 31, 2023 | 41,072,224 | ||||||
Balance at Dec. 31, 2022 | [1] | 408,692 | (385,501) | 23,191 | 1,775 | 24,966 | |
Balance (in Shares) at Dec. 31, 2022 | 38,291,151 | ||||||
Share-based compensation to employees, directors, and non-employee consultants | [1] | 869 | 869 | 176 | 1,045 | ||
Share-based compensation to employees, directors, and non-employee consultants (in Shares) | 175,294 | ||||||
Issuance of common shares and warrants related to December 2022 Private Placement, net of issuance costs of $435 | [1] | 2,628 | 2,628 | 2,628 | |||
Issuance of common shares and warrants related to December 2022 Private Placement, net of issuance costs of $435 (in Shares) | 2,605,779 | ||||||
Net loss | (7,624) | (7,624) | (134) | (7,758) | |||
Balance at Mar. 31, 2023 | [1] | $ 412,189 | $ (393,125) | $ 19,064 | $ 1,817 | $ 20,881 | |
Balance (in Shares) at Mar. 31, 2023 | 41,072,224 | ||||||
[1] Less than $1 |
Interim Condensed Statements _2
Interim Condensed Statements of Changes in Shareholders’ Equity (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2023 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs | $ 74 | $ 435 |
Interim Condensed Consolidate_5
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (7,758) | $ (9,918) | $ (22,281) | $ (32,290) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 285 | 915 | ||
Share-based compensation to employees, directors and non-employee consultants | 2,942 | 7,782 | ||
Increase in prepaid expenses and other current assets and other long-term assets | (510) | (49) | ||
Decrease in trade payables | (393) | (254) | ||
Decrease in other accounts payable and accrued expenses | (1,128) | (3,598) | ||
Decrease in operating lease right-of-use asset and liability | (2) | (419) | ||
Increase in interest receivable on deposits | (786) | (247) | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 278 | 1,072 | ||
Long term interest payable and exchange rate differences relate to EIB loan | 1,668 | (944) | ||
Accrued severance pay, net | (33) | (42) | ||
Net cash used for operating activities | (19,960) | (28,074) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (165) | (81) | ||
Proceeds from withdrawal of (investment in) short-term deposits | 5,539 | (4,233) | ||
Proceeds from withdrawal of long-term deposits | 19,052 | |||
Net cash provided by investing activities | 5,374 | 14,738 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Issuance of common shares and warrants, net of issuance costs | 8,034 | |||
Proceeds related to investment in subsidiary by non-controlling interest | 7,500 | |||
Net cash provided by financing activities | 8,034 | 7,500 | ||
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (278) | (1,072) | ||
Decrease in cash, cash equivalents and restricted cash | (6,830) | (6,908) | ||
Cash, cash equivalents and restricted cash at the beginning of the period | 11,413 | 31,838 | ||
Cash, cash equivalents and restricted cash at the end of the period | 4,583 | 24,930 | 4,583 | 24,930 |
Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets: | ||||
Cash and cash equivalents | 3,677 | 23,791 | 3,677 | 23,791 |
Restricted cash | 273 | 470 | 273 | 470 |
Long-term restricted bank deposits | 633 | 669 | 633 | 669 |
Total cash, cash equivalents, restricted cash and restricted bank deposits | 4,583 | 24,930 | 4,583 | 24,930 |
(a) Supplemental disclosure of non-cash activities: | ||||
Purchase of property and equipment on credit | $ 87 | $ 12 | $ 87 | $ 12 |
General
General | 9 Months Ended |
Mar. 31, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1: - GENERAL a. Effective July 26, 2022, Pluri Inc., a Nevada corporation (“Pluri”), changed its name from Pluristem Therapeutics Inc. The Company also changed its symbol on the Nasdaq Global Market and Tel-Aviv Stock Exchange From “PSTI” to “PLUR”. Pluri was incorporated on May 11, 2001. Pluri has a wholly owned subsidiary, Pluri Biotech Ltd. (the “Subsidiary”), which is incorporated under the laws of the State of Israel. In January 2020, the Subsidiary established a wholly owned subsidiary, Pluristem GmbH (the “German Subsidiary”) which is incorporated under the laws of Germany. In January 2022, the Subsidiary established a new subsidiary, Ever After Foods Ltd. (“Ever After”) which underwent a rebranding and changed its name from Plurinuva Ltd. to Ever After Foods Ltd. Ever After is incorporated under the laws of Israel, which followed the execution of the collaboration agreement with Tnuva Food Industries – Agricultural Cooperative in Israel Ltd., through its fully owned subsidiary, Tnuva Food-Tech Incubator (2019), Limited Partnership (“Tnuva”). Pluri, the Subsidiary, the German Subsidiary and Ever After are referred to as the “Company” or “Pluri.” The Subsidiary, the German Subsidiary and Ever After are referred to as the “Subsidiaries.” b. The Company is a bio-technology company with an advanced cell-based technology platform, which operates in one business segment. The Company has developed a unique three-dimensional (“3D”) technology platform for cell expansion with an industrial scale in-house Good Manufacturing Practice cell manufacturing facility. Pluri currently uses its technology in the field of regenerative medicine and food tech and plans to utilize it in other industries and verticals that have a need for a mass scale and cost-effective cell expansion platform such as cellular agriculture and biologics. Pluri is focused on the research, development and manufacturing of cell-based products, conducting clinical studies and the business development of cell therapeutics and cell-based technologies providing potential solutions for various industries. The Company has incurred an accumulated deficit of approximately $393,125 and incurred recurring operating losses and negative cash flows from operating activities since inception. As of March 31, 2023, the Company’s total shareholders’ equity amounted to $19,064. During the nine-month period ended March 31, 2023, the Company incurred losses of $22,281 and its negative cash flow from operating activities was $ 19,960. As of March 31, 2023, the Company’s cash position (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled $45,074. The Company plans to continue to finance its operations from its current resources, by entering into licensing or other commercial and collaboration agreements, from grants to support its research and development activities and from sales of its equity securities. The Company’s management believes that its current resources together with its existing operating plan, are sufficient for the Company to meet its obligations as they come due at least for a period of twelve months from the date of the issuance of these consolidated financial statements. The Company also implemented a cost reduction and efficiency plan to align with the change in its business strategy. There is no assurance, however, that the Company will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of its products. c. On January 5, 2022, the Subsidiary entered into definitive agreements (the “Agreements”) with Tnuva pursuant to which the Subsidiary and Tnuva established Ever After, with the purpose of developing cultured meat products. Ever After received exclusive, global, royalty bearing licensing rights to use Pluri’s proprietary technology, intellectual property and knowhow in the field of cultured meat. Tnuva invested $7,500 in Ever After and received 187,500 of Ever After’s ordinary shares, representing 15.79% of the Ever After share capital as of February 24, 2022 (the “Closing Date”). In addition, Tnuva received warrants to invest up to an additional $7,500 over a period of twelve months following the Closing Date. The first warrant (the “First Warrant”) issued to Tnuva permits Tnuva to purchase up to 125,000 ordinary shares of Ever After at an exercise price of $40.00 per share, and has a term commencing on the Closing Date and ending at the earlier of (i) six months from the Closing Date, (ii) immediately prior to and subject to the consummation of an initial public offering or acquisition of Ever After or (iii) the consummation of a financing round with a non-affiliated investor. In addition, on the six month anniversary of the Closing Date, and provided that the First Warrant has not expired, Ever After agreed to issue a second warrant (the “Second Warrant”) to Tnuva which will permit Tnuva to purchase up to a number of ordinary shares of Ever After, or the then most senior securities issued by Ever After, in consideration for such amount equal to 200% of the remaining balance of the aggregate purchase price of the First Warrant, provided that Tnuva exercises at least 62,500 ordinary shares at a price per share of $40.00, or $2,500 in the aggregate, of the First Warrant. The Second Warrant’s exercise price per share equals $76.00. The Second Warrant has a term commencing on the six month anniversary of the Closing Date and ending at the earlier of (i) six months from its issuance, (ii) immediately prior to and subject to the consummation of an initial public offering or acquisition of Ever After or (iii) the consummation of a financing round with a non-affiliated investor. The Company determined the fair value of the ordinary shares and the warrants utilizing a Monte Carlo simulation model (Level 3 classification), which incorporates various assumptions including expected stock price volatility, risk-free interest rate, and the expected date of a qualifying event. The Company estimated the volatility of the ordinary shares of Ever After based on data from similar companies operating in the food tech field. The consideration allocated to the shares issued was divided between the non-controlling interests (“NCI”) and the Company’s shareholders as this transaction is a transaction with the NCI. The consideration allocated to the warrants was recognized against the NCI. On August 23, 2022, (“Amendment Date”), Ever After and Tnuva executed an amendment to the warrant agreement (“Amendment”), extending the exercise period of the First Warrant from six months to nine months from the Closing Date. All other terms remained unchanged. Following the Amendment, the Company recalculated the fair value of the warrants utilizing the same Monte Carlo simulation model (Level 3 classification) before and after the Amendment Date, which incorporates various assumptions including expected stock price volatility, risk-free interest rate, and the expected date of a qualifying event. The main assumptions used in the Monte Carlo simulation model are as follows: Risk-free interest rate 3.25 % Expected stock price volatility 70 % The Company estimated the volatility of the ordinary shares of Ever After based on data from similar companies operating in the food tech field. The additional fair value determined was $385. On November 22, 2022, the warrants in Ever After expired unexercised and $1,014 were classified from NCI to additional paid-in capital. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2023 | |
General [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES a. Unaudited Interim Financial Information The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022. The year-end balance sheet data was derived from the audited consolidated financial statements as of June 30, 2022, but not all disclosures required by U.S. GAAP are included. Operating results for the nine-month period ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending June 30, 2023. b. Significant Accounting Policies The significant accounting policies followed in the preparation of these interim unaudited condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. c. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, judgments and assumptions that are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. d. Fair value of financial instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, short-term bank deposits and other current assets, trade payable and other accounts payable, approximate their fair value because of their generally short-term maturities. The Company measures its derivative instruments at fair value under Accounting Standards Codification (“ASC”), “Fair Value Measurements and Disclosures” (“ASC 820”). Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 - Unobservable inputs for the asset or liability. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company categorized each of its fair value measurements in one of these three levels of hierarchy. The Company measures its liability pursuant to the Finance Agreement with the EIB based on the aggregate outstanding amount of the combined principal and accrued interest. The Company does not reflect its liability for future royalty payments pursuant to the Finance Agreement with the EIB since the royalty payments are to be paid as a percentage of the Company’s future consolidated revenues, pro-rated to the amount disbursed, beginning in the fiscal year 2024 and continuing up to and including its fiscal year 2030, which cannot be measured at this time. e. New Accounting Pronouncements i. Recently adopted accounting pronouncements ASU 2021-04-Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). In May 2021, the FASB issued ASU 2021-04 that provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company has adopted ASU 2021-04, which has had an impact on the modification of the warrants to the non-controlling interest in Ever After (see also note 1c). ASU No. 2021-10-“Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (“ASU 2021-10”): In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832)”, which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021. The adoption of this standard does not have a material impact on the Company’s consolidated financial statements. ii. Recently issued accounting pronouncements, not yet adopted ASU No. 2016-13-“Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”): In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. The amendments contained in ASU 2016-13 were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years for the Company. In November 2019, the FASB issued ASU No. 2019-10, which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission rules (“SRC”)) to fiscal years beginning after December 15, 2022, including interim periods. Early adoption is permitted. The Company meets the definition of an SRC and is adopting the deferral period for ASU 2016-13. The guidance requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements but does not expect that the adoption of this standard will have a material impact on its consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 3: - COMMITMENTS AND CONTINGENCIES a. As of March 31, 2023, an amount of $907 of cash and deposits was pledged by the Subsidiary for bank guarantees related to its facility operating lease agreement and to secure its credit line for hedging transactions. b. Under the Law for the Encouragement of Industrial Research and Development, 1984, (the “Research Law”), research and development programs that meet specified criteria and are approved by the IIA are eligible for grants of up to 50% of the project’s expenditures, as determined by the research committee, in exchange for the payment of royalties from the sale of products developed under the program. Regulations under the Research Law generally provide for the payment of royalties to the IIA of 3% on sales of products and services derived from a technology developed using these grants until 100% of the dollar-linked grant is repaid. The Company’s obligation to pay these royalties is contingent on its actual sale of such products and services. In the absence of such sales, no payment is required. Outstanding balance of the grants will be subject to interest at a rate equal to the 12 month LIBOR applicable to dollar deposits that is published on the first business day of each calendar year. Following the full repayment of the grant, there is no further liability for royalties. As of March 31, 2023, the Company’s contingent liability in respect to royalties to the IIA amounted to $27,574, not including LIBOR interest as described above. c. In September 2017, the Company signed an agreement with the Tel-Aviv Sourasky Medical Center (Ichilov Hospital) to conduct a Phase I/II trial of PLX-PAD cell therapy for the treatment of Steroid-Refractory Chronic Graft-Versus-Host-Disease (“cGVHD”). As part of the agreement with Ichilov Hospital, the Company will pay royalties of 1% from its net sales of the PLX-PAD product relating to cGVHD, with a maximum aggregate royalty amount of approximately $250. d. The Company was awarded a marketing grant of approximately $52 under the “Shalav” program of the Israeli Ministry of Economy and Industry. The grant is intended to facilitate certain marketing and business development activities with respect to the Company’s advanced cell therapy products in the U.S. market. As part of the program, the Company will repay royalties of 3%, but only with respect to the Company’s revenues in the U.S. market in excess of $250 of its revenues in fiscal year 2018, upon the earlier of the five year period beginning the year in which the Company will not be entitled to reimbursement of expenses under the program and/or until the amount of the grant, which is linked to the Consumer Price Index, is fully paid. As of March 31, 2023, total grants obtained under the “Shalav” program amounted to approximately $57. As of March 31, 2023, the Company’s contingent liability with respect to royalties for this “Shalav” program was $52 and no royalties were paid or accrued. |
Loan from the EIB
Loan from the EIB | 9 Months Ended |
Mar. 31, 2023 | |
Loan from the EIB [Abstract] | |
LOAN FROM THE EIB | NOTE 4: - LOAN FROM THE EIB On April 30, 2020, the German Subsidiary entered into a finance contract (the “Finance Contract”) with the EIB, pursuant to which the German Subsidiary can obtain a loan (the “Loan”) in the amount of up to €50 million, subject to certain milestones being reached by December 31 2022, payable in three tranches, with the first tranche consisting of €20 million, second of €18 million and third of €12 million for a period of 36 months from the signing of the Finance Contract. The tranches will be treated independently, each with its own interest rate and maturity period. The annual interest rate is 4% (consisting of a 0% fixed interest rate and a 4% deferred interest rate payable upon maturity,) for the first tranche, 4% (consisting of a 1% fixed interest rate and a 3% deferred interest rate payable upon maturity) for the second tranche and 3% (consisting of a 1% fixed interest rate and a 2% deferred interest rate payable upon maturity) for the third tranche. In addition to any interest payable on the Loan, the EIB is entitled to receive royalties from future revenues for a period of seven years starting at the beginning of fiscal year 2024 and continuing up to and including its fiscal year 2030 in an amount equal to between 0.2% to 2.3% of the Company’s consolidated revenues, pro-rated to the amount disbursed from the Loan. During June 2021, Pluri received the first tranche in an amount of €20 million of the Finance Contract. The amount received is due on June 1, 2026 and bears annual interest of 4% to be paid with the principal of the Loan. As of March 31, 2023, the linked principal balance in the amount of $21,755 and the interest accrued in the amount of $1,591 are presented among long-term liabilities. Since the project period ended on December 31, 2022, the Company does not expect to receive additional funds pursuant to the Finance Contract. The Finance Contract also contains certain limitations such as the use of proceeds received from the EIB, limitations related to disposal of assets, substantive changes in the nature of the Company’s business, changes in holding structure, distributions of future potential dividends and engaging with other banks and financing entities for other loans. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 5: - SHAREHOLDERS’ EQUITY Pursuant to a shelf registration statement on Form S-3 declared effective by the SEC on July 23, 2020, in July 2020 the Company entered into an Open Market Sale Agreement (“ATM Agreement”) with Jefferies LLC (“Jefferies”), which provided that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company could elect, from time to time, to offer and sell common shares having an aggregate offering price of up to $75,000 through Jefferies acting as sales agent. During the year ended June 30, 2021, the Company sold 1,045,097 common shares under the ATM Agreement at an average price of $8.50 per share for aggregate net proceeds of approximately $8,506, net of issuance expenses of $380. On September 21, 2022, as a result of General Instruction I.B.6 of Form S-3, and in accordance with the terms of the ATM Agreement, the Company reduced the amount available to be sold under the ATM Agreement to a maximum aggregate offering price of up to $11,800 of its common shares from time to time through Jefferies. During the nine-month period ended March 31, 2023, the Company did not sell any common shares under the ATM Agreement. Between December 13, 2022 and December 27, 2022, the Company entered into a series of securities purchase agreements with several purchasers for an aggregate of 8,155,900 common shares and warrants, or the Warrants, to purchase up to 8,155,900 common shares. On December 13, 2022, the Company executed securities purchase agreements to sell, at a purchase price of $1.03 per share, up to 5,579,883 common shares and Warrants to purchase up to 5,579,833 common shares, with an exercise price of $1.03 per share and a term of three years. On December 14, 2022, the Company executed securities purchase agreements to sell, at a purchase price of $1.05 per share, up to 2,068,517 common shares and Warrants to purchase up to 2,068,517 common shares, with an exercise price of $1.05 per share and a term of three years. On December 15, 2022, the Company executed securities purchase agreements to sell, at a purchase price of $1.06 per share, up to 237,500 common shares and Warrants to purchase up to 237,500 common shares, with an exercise price of $1.06 per share and a term of three years. On December 19, 2022, the Company executed a securities purchase agreement to sell, at a purchase price of $1.09 per share, up to 135,000 common shares and Warrants to purchase up to 135,000 common shares, with an exercise price of $1.09 per share and a term of three years. On December 27, 2022, the Company executed a securities purchase agreement to sell, at a purchase price of $1.12 per share, up to 135,000 common shares and Warrants to purchase up to 135,000 common shares, with an exercise price of $1.12 per share and a term of three years. The Warrants sold in the December 2022 Private Placement will be exercisable upon the later of six months from their issuance date or the date which the Company increased its authorized share capital (see Note 6b). As March 31, 2023, the Company issued 8,155,900 common shares and warrants that relates to the December 2022 Private Placement and received $8 million net of $435 that were recorded as issuance expenses. a. Options to consultants: A summary of the options to non-employee consultants under the Company’s equity incentive plans is as follows: Nine months ended March 31, 2023 Number Weighted Weighted Aggregate Options outstanding at the beginning of the period 91,045 $ 1.32 7.05 $ 44 Options forfeited (26,250 ) $ 2.29 Options outstanding at the end of the period 64,795 $ 0.93 6.49 $ 37 Options exercisable at the end of the period 57,295 $ 0.79 6.21 $ 37 Options unvested 7,500 $ 2.00 Options vested and expected to vest 64,795 $ 0.93 6.49 $ 37 Compensation expenses recorded in General and administration expenses related to options granted to consultants for the nine months ended March 31, 2023 and 2022 were $5 and $29, respectively. Compensation expenses (income) recorded in General and administration expenses related to options granted to consultants for the three ended March 31, 2023 and 2022 were $1 income and $9 expenses, respectively. b. Options to employees: A summary of the options to employees under the Company’s equity incentive plans is as follows: Nine months ended March 31, 2023 Number Weighted Weighted Aggregate Options outstanding at the beginning of the period - $ - - $ - Options granted 1,834,821 Options outstanding at the end of the period 1,834,821 $ 1.94 3.49 $ - Options exercisable at the end of the period 83,703 $ 1.12 3.29 $ - Options unvested 1,751,118 $ 1.94 3.49 - Options vested and expected to vest 1,834,821 $ 1.94 3.49 $ - On December 14, 2022, Yaky Yanay, the Company’s Chief Executive Officer, agreed to forgo, starting January 1, 2023, $375,000 of his annual cash salary for the next twelve months in return for equity grants, issuable under the Company’s existing equity compensation plans. In that regard, the Company granted Mr. Yanay (i) 334,821 RSUs, vesting ratably each month (see item c. below), and (ii) options to purchase 334,821 common shares, vesting ratably each month, with a term of 3 years, at an exercise price of $1.12 per share. In addition, the Board of Directors also agreed to grant Mr. Yanay options to purchase 1,500,000 common shares, with a term of 3 years, with the following terms: (i) options to purchase 500,000 common shares at an exercise price of $1.56 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023, (ii) options to purchase 500,000 common shares at an exercise price of $2.08 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023, and (iii) options to purchase 500,000 common shares at an exercise price of $2.60 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023. All options were granted in January 2023 and will expire three years from the later of the vesting date or the date which the Company increased its authorized share capital (see Note 6b). Compensation expenses recorded in general and administration expenses related to options granted to the Chief Executive Officer for the nine and three months ended March 31, 2023 were $310. There were no compensation expenses recorded in general and administration expenses related to options granted to employees for the nine and three months ended March 31, 2022. c. Restricted shares units (“RSUs”) to employees, directors and consultants: 1. RSUs to employees and directors: The following table summarizes the activity related to RSUs granted to employees and directors under the Company’s equity incentive plans for the nine-month periods ended March 31, 2023 and 2022: Nine months ended 2023 2022 Number Unvested at the beginning of the period 1,935,014 2,404,415 Granted 334,821 75,000 Forfeited (51,389 ) (41,028 ) Vested (387,583 ) (350,239 ) Unvested at the end of the period 1,830,866 2,088,148 Expected to vest after the end of the period 1,811,309 2,052,240 Compensation expenses related to RSUs granted to employees and directors were recorded as follows: Nine months ended Three months ended 2023 2022 2023 2022 Research and development expenses $ 35 $ 526 $ (82 ) $ 108 General and administrative expenses 1,725 7,032 586 2,538 $ 1,760 $ 7,558 $ 504 $ 2,646 Unamortized compensation expenses related to RSUs granted to employees and directors is approximately $1,937 to be recognized by the end of June 2026. 2. RSUs to consultants: The following table summarizes the activity related to unvested RSUs granted to consultants under the Company’s equity incentive plans for the nine-month periods ended March 31, 2023 and 2022: Nine months ended 2023 2022 Number Unvested at the beginning of the period 41,250 76,249 Vested (21,250 ) (34,375 ) Unvested at the end of the period 20,000 41,874 Compensation expenses related to RSUs granted to consultants were recorded as follows: Nine months ended Three months ended 2023 2022 2023 2022 Research and development expenses $ 1 $ 46 $ 1 $ 1 General and administrative expenses 148 149 55 55 $ 149 $ 195 $ 56 $ 56 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 6: - SUBSEQUENT EVENT a. On April 19, 2023, the Company Under Nasdaq Listing Rule 5810(c)(3)(A), if during the 180 calendar day period following the date of the Notice the closing bid price of the common shares is at or above $1.00 for a minimum of 10 consecutive business days, the Company will regain compliance with the MBPR and the Company’s common shares will continue to be eligible for listing on Nasdaq, absent noncompliance with any other requirement for continued listing. The compliance period (“Compliance Period”) to comply with the MBPR will expire on October 16, 2023. If the Company does not regain compliance with the MBPR by the end of the Compliance Period, then under Nasdaq Listing Rule 5810(c)(3)(A)(i), the Company may transfer to The Nasdaq Capital Market, provided that the Company meets the applicable market value of publicly held shares requirement for continued listing as well as all other standards for initial listing of the common shares on the Nasdaq Capital Market (other than the MBPR), and notifies Nasdaq of the Company’s intention to cure the deficiency. Following a transfer to The Nasdaq Capital Market, the Company may be afforded an additional 180-days to regain compliance with the MBPR. The Company intends to monitor the closing bid price of its common shares and may, if appropriate, consider implementing available options to regain compliance with the MBPR under the Nasdaq Listing Rules, including initiating a reverse stock split. b. On May 1, 2023, following the approval by the Company’s shareholders at its annual meeting, the Company increased its authorized common shares from 60,000,000 to 300,000,000. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
General [Abstract] | |
Unaudited Interim Financial Information | a. Unaudited Interim Financial Information The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022. The year-end balance sheet data was derived from the audited consolidated financial statements as of June 30, 2022, but not all disclosures required by U.S. GAAP are included. Operating results for the nine-month period ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending June 30, 2023. |
Significant Accounting Policies | b. Significant Accounting Policies The significant accounting policies followed in the preparation of these interim unaudited condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. |
Use of estimates | c. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, judgments and assumptions that are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Fair value of financial instruments | d. Fair value of financial instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, short-term bank deposits and other current assets, trade payable and other accounts payable, approximate their fair value because of their generally short-term maturities. The Company measures its derivative instruments at fair value under Accounting Standards Codification (“ASC”), “Fair Value Measurements and Disclosures” (“ASC 820”). Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 - Unobservable inputs for the asset or liability. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company categorized each of its fair value measurements in one of these three levels of hierarchy. The Company measures its liability pursuant to the Finance Agreement with the EIB based on the aggregate outstanding amount of the combined principal and accrued interest. The Company does not reflect its liability for future royalty payments pursuant to the Finance Agreement with the EIB since the royalty payments are to be paid as a percentage of the Company’s future consolidated revenues, pro-rated to the amount disbursed, beginning in the fiscal year 2024 and continuing up to and including its fiscal year 2030, which cannot be measured at this time. |
New Accounting Pronouncements | e. New Accounting Pronouncements i. Recently adopted accounting pronouncements ASU 2021-04-Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). In May 2021, the FASB issued ASU 2021-04 that provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company has adopted ASU 2021-04, which has had an impact on the modification of the warrants to the non-controlling interest in Ever After (see also note 1c). ASU No. 2021-10-“Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (“ASU 2021-10”): In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832)”, which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021. The adoption of this standard does not have a material impact on the Company’s consolidated financial statements. ii. Recently issued accounting pronouncements, not yet adopted ASU No. 2016-13-“Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”): In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. The amendments contained in ASU 2016-13 were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years for the Company. In November 2019, the FASB issued ASU No. 2019-10, which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission rules (“SRC”)) to fiscal years beginning after December 15, 2022, including interim periods. Early adoption is permitted. The Company meets the definition of an SRC and is adopting the deferral period for ASU 2016-13. The guidance requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of the adoption of ASU 2016-13 on its consolidated financial statements but does not expect that the adoption of this standard will have a material impact on its consolidated financial statements. |
General (Tables)
General (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
General [Abstract] | |
Schedule of main assumptions used in the monte carlo simulation model | Risk-free interest rate 3.25 % Expected stock price volatility 70 % |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Shareholders' Equity (Tables) [Line Items] | |
Schedule of expenses related to RSUs granted | Nine months ended Three months ended 2023 2022 2023 2022 Research and development expenses $ 35 $ 526 $ (82 ) $ 108 General and administrative expenses 1,725 7,032 586 2,538 $ 1,760 $ 7,558 $ 504 $ 2,646 Nine months ended Three months ended 2023 2022 2023 2022 Research and development expenses $ 1 $ 46 $ 1 $ 1 General and administrative expenses 148 149 55 55 $ 149 $ 195 $ 56 $ 56 |
Non-employee Consultants [Member] | Stock Option [Member] | |
Shareholders' Equity (Tables) [Line Items] | |
Schedule of options to non-employee consultants | Nine months ended March 31, 2023 Number Weighted Weighted Aggregate Options outstanding at the beginning of the period 91,045 $ 1.32 7.05 $ 44 Options forfeited (26,250 ) $ 2.29 Options outstanding at the end of the period 64,795 $ 0.93 6.49 $ 37 Options exercisable at the end of the period 57,295 $ 0.79 6.21 $ 37 Options unvested 7,500 $ 2.00 Options vested and expected to vest 64,795 $ 0.93 6.49 $ 37 Nine months ended March 31, 2023 Number Weighted Weighted Aggregate Options outstanding at the beginning of the period - $ - - $ - Options granted 1,834,821 Options outstanding at the end of the period 1,834,821 $ 1.94 3.49 $ - Options exercisable at the end of the period 83,703 $ 1.12 3.29 $ - Options unvested 1,751,118 $ 1.94 3.49 - Options vested and expected to vest 1,834,821 $ 1.94 3.49 $ - |
RSUs [Member] | Employees and Directors [Member] | |
Shareholders' Equity (Tables) [Line Items] | |
Schedule of activity related to RSUs granted | Nine months ended 2023 2022 Number Unvested at the beginning of the period 1,935,014 2,404,415 Granted 334,821 75,000 Forfeited (51,389 ) (41,028 ) Vested (387,583 ) (350,239 ) Unvested at the end of the period 1,830,866 2,088,148 Expected to vest after the end of the period 1,811,309 2,052,240 Nine months ended 2023 2022 Number Unvested at the beginning of the period 41,250 76,249 Vested (21,250 ) (34,375 ) Unvested at the end of the period 20,000 41,874 |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||||
Jan. 05, 2022 | Nov. 22, 2022 | Feb. 24, 2022 | Mar. 31, 2023 | Dec. 27, 2022 | Dec. 19, 2022 | Dec. 15, 2022 | |
General (Details) [Line Items] | |||||||
Ordinary shares (in Shares) | 187,500 | ||||||
Additional investment | $ 7,500 | ||||||
Exercise price per share (in Dollars per share) | $ 1.12 | $ 1.09 | $ 1.06 | ||||
Compensation expense recognized during the period | $ 385 | ||||||
First Warrant [Member] | |||||||
General (Details) [Line Items] | |||||||
Number of ordinary shares to be issued (in Shares) | 125,000 | ||||||
Remaining balance of the aggregate purchase price of the first warrant | 200% | ||||||
Number of shares (in Shares) | 62,500 | ||||||
Exercise price per share (in Dollars per share) | $ 40 | ||||||
Aggregate price | $ 2,500 | ||||||
Second Warrants [Member] | |||||||
General (Details) [Line Items] | |||||||
Exercise price per share (in Dollars per share) | $ 76 | ||||||
Warrant [Member] | |||||||
General (Details) [Line Items] | |||||||
Unexercised value | $ 1,014 | ||||||
Plurinuva [Member] | |||||||
General (Details) [Line Items] | |||||||
Investment in ever after subsidiary | $ 7,500 | ||||||
Exercise price per share (in Dollars per share) | $ 40 | ||||||
Tnuva Received Warrants [Member] | |||||||
General (Details) [Line Items] | |||||||
Ordinary shares percentage | 15.79% | ||||||
Bio-technology Company [Member] | |||||||
General (Details) [Line Items] | |||||||
Accumulated deficit | $ 393,125 | ||||||
Shareholders’ equity | 19,064 | ||||||
Incurred losses | 22,281 | ||||||
Negative cash flow operating activities | 19,960 | ||||||
Cash and cash equivalents, short-term bank deposits and marketable securities | $ 45,074 |
General (Details) - Schedule of
General (Details) - Schedule of main assumptions used in the monte carlo simulation model | 9 Months Ended |
Mar. 31, 2023 | |
Schedule of Main Assumptions Used in the Monte Carlo Simulation Model [Abstract] | |
Risk-free interest rate | 3.25% |
Expected stock price volatility | 70% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2023 USD ($) | |
Commitments and Contingencies (Textual) | |
Cash and deposits | $ 907 |
Percentage of qualified expenditures eligible for grant | 50% |
Royalty rate | 3% |
Royalty payable based on grants received | 100% |
Contingent liability in respect to royalties | $ 27,574 |
Ichilov Hospital [Member] | |
Commitments and Contingencies (Textual) | |
Royalty payable based on grants received | 1% |
Aggregate royalty amount | $ 250 |
Shalav [Member] | |
Commitments and Contingencies (Textual) | |
Royalty rate | 3% |
Aggregate royalty amount | $ 52 |
Marketing grant of approximately | 52 |
Revenues in the U.S. market | 250 |
Grants received | $ 57 |
Loan from the EIB (Details)
Loan from the EIB (Details) $ in Thousands, € in Millions | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2021 EUR (€) | Apr. 30, 2020 EUR (€) | Mar. 31, 2023 USD ($) | |
Loan from the EIB (Details) [Line Items] | |||
Subsidiary Loan (in Euro) | € 50 | ||
Contract period | 36 months | ||
Contractual interest rate for funds borrowed | 4% | ||
Fixed interest rate | 0% | ||
Deferred interest rate | 4% | ||
First tranche price (in Euro) | € 20 | ||
Annual interest percentage | 4% | ||
Principal balance (in Dollars) | $ | $ 21,755 | ||
Accrued interest (in Dollars) | $ | $ 1,591 | ||
Minimum [Member] | |||
Loan from the EIB (Details) [Line Items] | |||
Company’s consolidated revenues percentage | 0.20% | ||
Maximum [Member] | |||
Loan from the EIB (Details) [Line Items] | |||
Company’s consolidated revenues percentage | 2.30% | ||
First Tranche Consisting [Member] | |||
Loan from the EIB (Details) [Line Items] | |||
Loans payable (in Euro) | € 20 | ||
Contractual interest rate for funds borrowed | 4% | ||
Fixed interest rate | 1% | ||
Deferred interest rate | 3% | ||
Second Tranche Consisting [Member] | |||
Loan from the EIB (Details) [Line Items] | |||
Loans payable (in Euro) | 18 | ||
Contractual interest rate for funds borrowed | 3% | ||
Fixed interest rate | 1% | ||
Deferred interest rate | 2% | ||
Third Tranche Consisting [Member] | |||
Loan from the EIB (Details) [Line Items] | |||
Loans payable (in Euro) | € 12 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Dec. 27, 2022 | Dec. 15, 2022 | Dec. 14, 2022 | Dec. 14, 2022 | Dec. 13, 2022 | Jun. 30, 2021 | Dec. 27, 2022 | Dec. 19, 2022 | Sep. 21, 2022 | Jul. 23, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Offering price (in Dollars) | $ 11,800 | |||||||||||||
Aggregate common shares | 8,155,900 | |||||||||||||
Warrants to purchase of common stock | 8,155,900 | 5,579,883 | 135,000 | 135,000 | ||||||||||
Purchase price per share (in Dollars per share) | $ 1.03 | |||||||||||||
Purchase of common shares | 5,579,833 | 135,000 | 135,000 | |||||||||||
Exercise price per share (in Dollars per share) | $ 1.12 | $ 1.03 | $ 1.12 | $ 1.09 | ||||||||||
Price per share (in Dollars per share) | $ 1.12 | $ 1.06 | $ 1.12 | $ 1.09 | ||||||||||
Common shares and warrants sold | 8,155,900 | 8,155,900 | ||||||||||||
Aggregate gross proceeds (in Dollars) | $ 8,000,000 | |||||||||||||
Issuance expenses (in Dollars) | 435 | |||||||||||||
General and administration expenses (in Dollars) | $ 9,000 | $ 5,000 | $ 29,000 | |||||||||||
General and administration income (in Dollars) | $ 1,000 | |||||||||||||
Annual cash CEO's salary (in Dollars) | $ 375,000,000 | $ 375,000,000 | ||||||||||||
RSUs shares | 334,821 | |||||||||||||
Expire period | 3 years | |||||||||||||
General and administration expenses (in Dollars) | 310 | $ 310 | ||||||||||||
Unamortized compensation expense (in Dollars) | $ 1,937,000 | $ 1,937,000 | ||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Warrants to purchase of common stock | 237,500 | 2,068,517 | ||||||||||||
Purchase of common shares | 237,500 | 2,068,517 | ||||||||||||
Exercise price per share (in Dollars per share) | $ 1.06 | $ 1.05 | $ 1.05 | |||||||||||
Price per share (in Dollars per share) | $ 1.05 | $ 1.05 | ||||||||||||
Restricted Stock Units 1 (RSUs) [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
CEO's grant agreements, description | below), and (ii) options to purchase 334,821 common shares, vesting ratably each month, with a term of 3 years, at an exercise price of $1.12 per share. | |||||||||||||
Restricted Stock Units 2 (RSUs) [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
CEO's grant agreements, description | In addition, the Board of Directors also agreed to grant Mr. Yanay options to purchase 1,500,000 common shares, with a term of 3 years, with the following terms: (i) options to purchase 500,000 common shares at an exercise price of $1.56 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023, (ii) options to purchase 500,000 common shares at an exercise price of $2.08 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023, and (iii) options to purchase 500,000 common shares at an exercise price of $2.60 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023. | |||||||||||||
Open Market Sales Agreement - Jefferies, LLC [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Aggregate offering price (in Dollars) | $ 75,000,000 | |||||||||||||
Number of shares sold | 1,045,097 | |||||||||||||
Average price, per share (in Dollars per share) | $ 8.5 | |||||||||||||
Aggregate net proceeds (in Dollars) | $ 8,506,000 | |||||||||||||
Issuance expenses (in Dollars) | $ 380,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of options to non-employee consultants $ / shares in Units, $ in Thousands | 9 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Employee [Member] | |
Shareholders' Equity (Details) - Schedule of options to non-employee consultants [Line Items] | |
Number, Options outstanding at the beginning of the period | 91,045 |
Weighted Average Exercise Price, Options outstanding at the beginning of the period (in Dollars per share) | $ / shares | $ 1.32 |
Weighted Average Remaining Contractual Terms (in years), Options outstanding at the beginning of the period | 7 years 18 days |
Aggregate Intrinsic Value Price, Options outstanding at the beginning of the period (in Dollars) | $ | $ 44 |
Number Options forfeited | (26,250) |
Weighted Average Exercise Price Options forfeited (in Dollars per share) | $ / shares | $ 2.29 |
Options outstanding at the end of the period | 64,795 |
Weighted Average Exercise Price, Options outstanding at the end of the period (in Dollars per share) | $ / shares | $ 0.93 |
Weighted Average Remaining Contractual Terms (in years), Options outstanding at the end of the period | 6 years 5 months 26 days |
Aggregate Intrinsic Value Price, Options outstanding at the end of the period (in Dollars) | $ | $ 37 |
Number, Options exercisable at the end of the period | 57,295 |
Weighted Average Exercise Price, Options exercisable at the end of the period (in Dollars per share) | $ / shares | $ 0.79 |
Weighted Average Remaining Contractual Terms (in years), Options exercisable at the end of the period | 6 years 2 months 15 days |
Aggregate Intrinsic Value Price, Options exercisable at the end of the period (in Dollars) | $ | $ 37 |
Number, Options unvested | 7,500 |
Weighted Average Exercise Price, Options unvested (in Dollars per share) | $ / shares | $ 2 |
Number, Options expected to vest | 64,795 |
Weighted Average Exercise Price, Options expected to vest (in Dollars per share) | $ / shares | $ 0.93 |
Weighted Average Remaining Contractual Terms (in years), Options expected to vest | 6 years 5 months 26 days |
Aggregate Intrinsic Value Price, Options expected to vest (in Dollars) | $ | $ 37 |
Non-Employee [Member] | |
Shareholders' Equity (Details) - Schedule of options to non-employee consultants [Line Items] | |
Number, Options outstanding at the beginning of the period | |
Weighted Average Exercise Price, Options outstanding at the beginning of the period (in Dollars per share) | $ / shares | |
Weighted Average Remaining Contractual Terms (in years), Options outstanding at the beginning of the period | |
Aggregate Intrinsic Value Price, Options outstanding at the beginning of the period (in Dollars) | $ | |
Number Options granted | 1,834,821 |
Options outstanding at the end of the period | 1,834,821 |
Weighted Average Exercise Price, Options outstanding at the end of the period (in Dollars per share) | $ / shares | $ 1.94 |
Weighted Average Remaining Contractual Terms (in years), Options outstanding at the end of the period | 3 years 5 months 26 days |
Aggregate Intrinsic Value Price, Options outstanding at the end of the period (in Dollars) | $ | |
Number, Options exercisable at the end of the period | 83,703 |
Weighted Average Exercise Price, Options exercisable at the end of the period (in Dollars per share) | $ / shares | $ 1.12 |
Weighted Average Remaining Contractual Terms (in years), Options exercisable at the end of the period | 3 years 3 months 14 days |
Aggregate Intrinsic Value Price, Options exercisable at the end of the period (in Dollars) | $ | |
Number, Options unvested | 1,751,118 |
Weighted Average Exercise Price, Options unvested (in Dollars per share) | $ / shares | $ 1.94 |
Weighted Average Remaining Contractual Terms (in years), Options unvested | 3 years 5 months 26 days |
Aggregate Intrinsic Value Price, Options unvested (in Dollars) | $ | |
Number, Options expected to vest | 1,834,821 |
Weighted Average Exercise Price, Options expected to vest (in Dollars per share) | $ / shares | $ 1.94 |
Weighted Average Remaining Contractual Terms (in years), Options expected to vest | 3 years 5 months 26 days |
Aggregate Intrinsic Value Price, Options expected to vest (in Dollars) | $ |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of activity related to RSUs granted - shares | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Number | ||
Unvested at the beginning of the period | 1,935,014 | 2,404,415 |
Granted | 334,821 | 75,000 |
Forfeited | (51,389) | (41,028) |
Vested | (387,583) | (350,239) |
Unvested at the end of the period | 1,830,866 | 2,088,148 |
Expected to vest after the end of the period | 1,811,309 | 2,052,240 |
Restricted Stock Units (RSUs) [Member] | ||
Number | ||
Unvested at the beginning of the period | 41,250 | 76,249 |
Vested | (21,250) | (34,375) |
Unvested at the end of the period | 20,000 | 41,874 |
Shareholders' Equity (Details_3
Shareholders' Equity (Details) - Schedule of expenses related to RSUs granted - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expenses | $ 56 | $ 56 | $ 149 | $ 195 |
Employees and Directors [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expenses | 504 | 2,646 | 1,760 | 7,558 |
Research and development expenses [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expenses | 1 | 1 | 1 | 46 |
Research and development expenses [Member] | Employees and Directors [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expenses | (82) | 108 | 35 | 526 |
General and administrative expenses [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expenses | 55 | 55 | 148 | 149 |
General and administrative expenses [Member] | Employees and Directors [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expenses | $ 586 | $ 2,538 | $ 1,725 | $ 7,032 |
Subsequent Event (Details)
Subsequent Event (Details) - $ / shares | 9 Months Ended | |||
Mar. 31, 2023 | May 01, 2023 | Apr. 19, 2023 | Jun. 30, 2022 | |
Subsequent Event (Details) [Line Items] | ||||
Per share value | $ 1 | |||
Expire date | Oct. 16, 2023 | |||
Common stock , share authorized | 60,000,000 | 60,000,000 | ||
Subsequent Event [Member] | ||||
Subsequent Event (Details) [Line Items] | ||||
Per share value | $ 1 | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Subsequent Event (Details) [Line Items] | ||||
Common stock , share authorized | 300,000,000 | |||
Subsequent Event [Member] | Minimum [Member] | ||||
Subsequent Event (Details) [Line Items] | ||||
Common stock , share authorized | 60,000,000 |