UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 10-K
(Mark One)
[x]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 2009
or
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________to ________________
Commission file number333-141131
MABCURE INC.
(Exact name of Registrant as specified in its charter)
| Nevada | 20-4907813 |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
| incorporation or organization) | |
| De Schiervellaan 3/B1 | |
| Hasselt, Belgium | 3500 |
| (Address of principal executive offices) | (Zip Code) |
+32 (48) 7425303
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| N/A | N/A |
| Title of each class | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act:
Shares of Common Stock, $0.001 par value
Title of Class
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [x]
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x]No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [x] |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [x]
The aggregate market value of voting and non-voting common equity held by non-affiliates as of March 1, 2011 , was approximately $9,595,071 based upon 30,951,841 shares held by non-affiliates and a closing market price of $0.31 per share on June 30, 2010.
As of March 1, 2011, there were 62,999,841 shares of common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Exhibits incorporated by reference are referred to in Part IV.
TABLE OF CONTENTS
1
EXPLANATORY NOTE
This Form 10-K/A, Amendment No. 1, is being filed by MabCure Inc. (the “Company”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the Securities and Exchange Commission (the “Commission”) on March 24, 2010, to indicate that the Utah accountancy license of Davis Accounting Group, P.C., the auditing firm that audited the financial statement of the Company for the years ended December 31, 2009 and 2008 (the “2009 and 2008 Financial Statements”), had expired as of September 30, 2008, and that, therefore, the 2009 and 2008 Financial Statements are now not considered by the Commission to be audited. The Commission has required that each column of each of the 2009 and 2008 Financial Statements in this Form 10-K/A, Amendment No. 1, be labeled “Not Audited.” Except for the foregoing amended information, this Amendment No.1 does not amend or update any other information contained in the Form 10-K.
The Company’s current auditor, Rotenberg Meril Solomon Bertiger & Guttilla, P.C. (“Rotenberg Meril”), is re-auditing the 2009 and 2008 Financial Statements, and the Company will file those re-audited financial statements along with Rotenberg Meril’s report as soon as practicable.
New certifications of our principal executive and financial officer are included as exhibits to this amendment.
Forward-Looking Statements
This Annual Report contains forward-looking statements within the meaning of Section 27A of theSecurities Actof 1933, as amended (the “Securities Act”) and Section 21E of theSecurities Exchange Actof 1934, as amended (the “Exchange Act”). These forward-looking statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set out in the section hereof entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
These risks include, by way of example and not in limitation:
- risks related to our ability to continue as a going concern;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects;
- risks related to our ability to acquire blood samples for the development and testing of our products;
- risks related to our ability to continue to fund research and development costs;
- risks related to conducting business internationally due to our operations in Belgium;
- risks related to receiving approvals from the United States Food and Drug Administration (the “FDA”) to market our products;
- risks related to our ability to successfully develop our technology into commercial products,
- risks related to our ability to successfully prosecute and protect our intellectual property;
- risks related to environmental, health and safety rules and regulations;
- risks related to tax assessments;
- risks related to the impact of any healthcare reform legislation; and
- other risks and uncertainties related to our prospects, properties, and business strategy.
The above list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other risks described in this report should be considered carefully and readers should not place undue reliance on our forward-looking statements.
Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the forward-looking statements are made, and we undertake no obligation to update forward-looking statements should these beliefs, estimates, and opinions or other circumstances change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these forward-looking statements to actual results.
Our financial statements are stated in United States dollars (“US$”) and are prepared in accordance with United States generally accepted accounting principles (“GAAP”).
In this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the shares of our common stock.
As used in this Annual Report, the terms "we," "us," "our," "MabCure," and “Issuer” mean MabCure Inc., and its consolidated subsidiary, unless the context clearly requires otherwise.
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PART I
| ITEM 1. | BUSINESS |
Formation and year of organization
We were incorporated on May 8, 2006, in the State of Nevada under the name “Smartec Holdings, Inc.” Our authorized capital at formation consisted of 75,000,000 shares of our common stock (the “Common Shares”) with a par value of $0.001 per common share.
On November 26, 2007, we effected a forward stock split on a twenty-to-one basis to increase our authorized capital from 75,000,000 common shares with a par value of $0.001 per common share to 1,500,000,000 common shares with a par value of $0.001 per common share.
On January 22, 2008, we changed our name from “Smartec Holdings, Inc.” to “MabCure Inc.” following the merger with our wholly owned subsidiary, MabCure, Inc.
On October 30, 2008, we established, MabCure, N.V., a wholly owned subsidiary in Belgium. The Belgian subsidiary was established in order to accelerate the development and commercialization of MabCure’s proprietary products for the early detection of cancer with specific antibodies and for the creation of highly specific therapeutics (antibodies and novel drugs) against cancer. MabCure, N.V. will be eligible to apply for research grants from the Flemish Government.
Our principal executive offices are located in Belgium at the following address: De Schiervellaan 3/B1, 3500 Hasselt, Belgium. Our telephone number is +32 (48) 7425303.
Our common shares are traded on the over-the-counter market and quoted on the over-the-counter bulletin board (the “OTCBB”) under the symbol “MBCI.” On March 1, 2010, the closing price for our common shares as reported on the OTCBB was $0.62.
Bankruptcy, Receivership or Similar Proceeding
We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal actions or proceedings.
Purchase of Assets
On January 10, 2008, we entered into an asset purchase agreement with Indigoleaf Associates Ltd. (“Indigoleaf”), and Dr. Amnon Gonenne, pursuant to which we agreed to purchase all of Indigoleaf’s interest and rights to a proprietary technology for the rapid and efficient generation of monoclonal antibodies against desired antigens such as cancer markers, including, but not limited to, the know-how, secrets, inventions, practices, methods, knowledge and data owned by Indigoleaf. We purchased this proprietary technology pursuant to an intellectual property transfer agreement and consummated the other transactions contemplated by the asset purchase agreement on July 7, 2008. Pursuant to the asset purchase agreement, as amended on April 2, 2009, we agreed to issue 25,638,400 (post forward stock split) shares of our common stock to Indigoleaf in consideration for the purchase of Indigoleaf’s proprietary technology, and we agreed to issue 6,409,600 (post forward stock split) shares of our common stock to Dr. Gonenne, in consideration for his being one of the founders of our cancer therapy and detection business. The shares issued to Dr. Gonenne were described in error in the asset purchase agreement as having been issued to Dr. Gonenne in consideration for future services that Dr. Gonenne agreed to provide to us, and this error has been corrected in the April 2, 2009, amendment.
On June 27, 2008, pursuant to the asset purchase agreement, we closed a private placement consisting of 1,300,000 units of our securities at a price of $1.00 per unit, for aggregate proceeds of $1,300,000. Each unit consists of: (i) one common share; (ii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 12 months commencing from the closing of the asset purchase agreement, at an exercise price of $1.25 per common share; and (iii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 24 months commencing from the closing of the asset purchase agreement, at an exercise price of $1.25 per common share.
3
On April 2, 2009, we entered into an amendment to the January 10, 2008 asset purchase agreement, pursuant to which the parties corrected the asset purchase agreement to reflect the original intention of the parties that the 6,409,600 shares of our common stock that had been issued to Dr. Gonenne had been issued to Dr. Gonenne as founders shares in consideration for his being one of the founders of our cancer therapy and detection business. The amendment to the asset purchase agreement provided that up to 75 percent of the shares issued to Dr. Gonenne,i.e., up to 4,807,200 shares of our common stock, are subject to a lapsing repurchase right that may be exercised by us in the event Dr. Gonenne’s employment agreement with us is terminated within 18 months of July 7, 2008. The 4,807,200 shares of our common stock subject to the lapsing repurchase right shall be released from such right in three 6-month intervals, such that 1/3 of the shares (i.e.1,602,400 shares) shall be released from the lapsing repurchase right at the end of each 6-month interval, provided that at each respective 6-month interval Dr. Gonenne continues to be retained by us pursuant to his employment agreement. All of the 4,807,200 shares of common stock shall be released from the lapsing repurchase right and no longer subject thereto upon the expiration of a continuous period of employment of 18 months from July 7, 2008.
Recent Corporate Developments
2009 marked the beginning of our research and development activities. Using the proprietary technology that we purchased in 2008, we concentrated on expanding our library of highly specific monoclonal antibodies (MAbs) against a number of different cancers. In addition, we optimized our production capability to be able to prepare sufficient quantities of MAbs for the planned clinical trials. Our main focus during the year was ovarian and prostate cancer as well as melanoma. Beyond our lab activities, we created new relationships and collaborations with European and Asian medical centers to lead our clinical trials.
On September 2, 2009, we entered into a loan agreement to obtain a bridge loan of $500,000 from a third-party lender for ordinary working capital needs. The loan was due to mature on September 2, 2010. On March 5, 2010, we entered into a conversion agreement with the lender, pursuant to which the loan and all accrued interest was converted into equity securities. In full repayment of the loan and all accrued interest, we issued to the lender 1,000,000 units, with each unit consisting of: (i) one common share; (ii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock until February 16, 2012, at a price per share of US$0.60; and (iii) one non-transferable common stock purchase warrant entitling the holder thereof to purchase one share of common stock until February 16, 2012, at a price per share of US$0.70.
On March 5, 2010, we closed an offshore private placement consisting of 1,000,000 units of our securities at a price of $0.50 per unit, for aggregate proceeds of $500,000. Each unit consists of: (i) one common share; (ii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 24 months commencing from the closing of the private placement agreement, at an exercise price of $0.60 per common share; and (iii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 24 months commencing from the closing of the private placement agreement, at an exercise price of $0.70 per common share.
In December 2009, we signed a research agreement with Ramathibodi Hospital, Mahidol University, in Bangkok, Thailand. Following the approval of the proposed clinical protocol by the hospital’s Ethics Committee, clinical trials to diagnose ovarian cancer with our MAbs were officially launched in January 2010. Mahidol University is one of the oldest and most prestigious universities in Thailand, and is internationally known and recognized for the high caliber of research and teaching by its faculty.
In November 2009, we signed a research agreement with AZ Sint Lucas Hospital in Brugge, Belgium for the performance of preclinical research intended to broaden the utility of our MAbs where there is a need to diagnose cancer in tissue specimens, such as in moles removed from patients who are at high risk for developing melanoma, or in polyps resected from patients who undergo colonoscopies.
4
In October 2009, we announced a development milestone, the creation of MAbs to diagnose colorectal cancer. After further characterization of these MAbs, we plan to explore their utility both for the early diagnosis of colorectal cancer (in blood or feces specimens), and as imaging agents for detecting micrometastatic disease during surgery and cancerous polyps during colonoscopies.
During the coming year, we plan to expand our clinical program to include additional centers in Europe and to launch a clinical study of prostate cancer diagnosis with our MAbs.
Business of Issuer
Principal Products and Markets
We are a development stage company originally in the business of developing a detergent for removing pesticides from fruits and vegetables. Because we were unsuccessful in implementing our business plan, we considered various alternatives to ensure viability and solvency. We are currently in the business of developing and commercializing our proprietary antibody technology for the early detection of cancer and for the creation of highly specific therapeutics (antibodies and novel drugs) against cancer.
We entered the business of “early detection of cancer” through an asset purchase agreement dated January 10, 2008, with Indigoleaf and Dr. Amnon Gonenne, pursuant to which we agreed to purchase all of Indigoleaf’s interest and rights to a proprietary technology for the rapid and efficient generation of monoclonal antibodies against desired antigens such as cancer markers, including, but not limited to, the know-how, secrets, inventions, practices, methods, knowledge and data owned by Indigoleaf. We purchased this proprietary technology pursuant to an intellectual property transfer agreement and consummated the other transactions contemplated by the asset purchase agreement on July 7, 2008.
Distribution Methods of the Products
At present, we are conducting research and development using our proprietary antibody technology for the early detection of cancer and for the creation of highly specific therapeutics (antibodies and novel drugs) against cancer. As such, our products are currently not ready for distribution.
Status of any Publicly Announced New Product
At present, we have not publicly announced any new products but we intend to continue with the research and development of our technology.
Competitive Business Conditions and our Competitive Position in the Industry and Methods of Competition
We are not aware of any FDA-approved blood tests which compete with our three leading Monoclonal Antibody (“MAb") products for the diagnosis of melanoma and ovarian and prostate cancers, or with our planned MAbs for colorectal and breast cancers.
There may be companies attempting to develop genomics (DNA-based) or proteomics (protein-pattern based) diagnostic tests for cancer. We believe that these statistical-pattern-based tests are inherently susceptible to errors, are time consuming, need technical expertise for both performance and analyses, and are relatively expensive. Hence, our anti-ovarian cancer test may have a clear advantage since it is expected to be highly specific, fast, and simple, and should be competitive in price.
5
Sources and Availability of Raw Materials and the Names of Our Principal Suppliers
We are currently in the research and development stage, and thus have no suppliers of raw materials. As we conduct our research and development, we use blood samples that contain various types of cancers at various stages of the cancer’s evolvement. We obtain these blood samples from hospitals and research institutions throughout Europe and the Far East. We rely on these blood samples in order to effectively conduct our research. Should we be unable to obtain blood samples that contain the specific cancer we are researching, it may cause a delay in our research.
Dependence on one or a few Major Customers
At present, we are conducting research and development and, as such, have no customers. We will likely plan and initiate sales strategies once our product is fully developed.
Intellectual Property
At present, we do not own, either legally or beneficially, any patents, registered trademarks, licenses, franchises, or concessions.
During 2008, we acquired a proprietary platform technology for the rapid and efficient generation of monoclonal antibodies against desired antigens such as cancer markers. This technology is based on an improvement of the non-proprietary, classic hybridoma technology for the production of antibodies in animals. Using our proprietary technology, we are able to generate highly specific monoclonal antibodies (MAbs). While the technology is novel and patentable, we have as of yet not filed any patents relating to the technology. In addition, enforcing patent protection may be difficult since the products (MAbs) created by the technology have no "finger prints" that could link them to our technology. The protocols of our technology are known to our Chief Executive Officer and our Chief Scientific Officer. In addition, the data is encrypted and kept on CDs which have been placed in a safe deposit box at a bank.
We plan to file for patents in the near future for cancer-specific antibodies and newly discovered antigens (i.e. novel cancer markers).
Refer to Note 3 of the Consolidated Financial Statements entitled, “Purchase of Intellectual Property and Stock Issuance to Founder” for further discussion on the purchase of our proprietary technology.
Governmental Approval
We are subject to the laws and regulations of those jurisdictions in which we plan to license our technology. In the United States, we will be required to obtain regulatory approval for our products from the Food and Drug Administration (FDA), and in Europe we will be required to obtain the “Conformité Européene” (CE mark).
Effect of Existing or Probable Governmental Regulations on the Business
Our research and development activities and the manufacturing and marketing of our proposed MAb products are subject to the laws and regulations of governmental authorities in the United States and any other countries in which our products are ultimately marketed. In the United States, the Food and Drug Administration, or FDA, among other activities, regulates new product approvals to establish the safety and efficacy of the types of products and technologies our Company is currently developing. Governments in other countries have similar requirements for testing and marketing.
Regulation by governmental authorities in the United States and foreign countries is a significant factor in the development, manufacture, and marketing of our proposed MAb products and in our ongoing research and development activities.
6
The products and technologies that we are currently researching and developing will require regulatory approval by governmental agencies prior to commercialization. Various federal statutes and regulations also govern or influence the testing, manufacturing, safety, labeling, storage, record keeping, and marketing of related products. The process of obtaining these approvals and the subsequent compliance with applicable statutes and regulations require the expenditure of substantial time and financial resources. Any failure by us or our collaborators, licensors, or licensees to obtain, or any delay in obtaining regulatory approval, could have a material adverse effect on our business.
Research and Development Expenditures
During the fiscal years ended December 31, 2009 and 2008, we have incurred $402,657 and $3,806, respectively, in research and development expenditures, which included salaries and wages for our scientists.
Employees
As of December 31, 2009, we had four employees on a full-time basis; MabCure is managed by Dr. Amnon Gonenne, our President and Chief Executive Officer; Dr. Elisha Orr, our Chief Scientific Officer; and Mr. Ron Kalfus, our Chief Financial Officer.
Risk Factors related to our Business
We have no operating history and have maintained losses since inception, which we expect to continue into the future.
We were incorporated on May 8, 2006, and have limited operations. We have not realized any revenues to date. Our products are under development and will not be ready for commercial sale until we have completed development, conducted clinical trials, and received all regulatory approvals. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception to December 31, 2009 is $2,012,711. Based upon our proposed plans, we expect to incur operating losses in future periods. This will happen because there are substantial costs and expenses associated with the development and commercialization of our proposed products. We may fail to generate revenues in the future. Failure to generate revenues will cause us to either change our line of business or to go out of business because we will not have the money to pay our ongoing expenses.
Our independent auditors’ report states that there is a substantial doubt that we will be able to continue as a going concern.
Our independent registered auditors, Davis Accounting Group P.C., state in their audit report, dated March 15, 2010, included with this Annual Report, that since we are a development stage company, have no established source of revenue, and are dependent on our ability to raise capital from shareholders or other sources to sustain operations, there is a substantial doubt that we will be able to continue as a going concern.
We will, in all likelihood, continue to incur expenses without generating significant revenues into the foreseeable future, at least until we complete development of our products and commence their commercialization. Our only source of funds to date has been the sale of our common stock. Because we cannot ensure that we will be able to generate interest in our products or that we will be able to generate any significant revenues or income, the identification of new sources of equity financing will be difficult. If we are successful in closing on any new financing, existing investors will experience substantial dilution. Our ability to obtain debt financing is also severely impacted by our financial condition, and likely not even feasible, given that we do not have revenues or profits to pay interest or repay principal.
As a result, if we are unable to obtain additional financing at this stage in our operations, our business will fail and our stockholders may lose some or all of their investment in our common stock.
7
Our inability to complete our product development activities successfully may severely limit our ability to operate and finance operations.
Commercialization of our technology will require significant additional research and development as well as substantial clinical trials. We believe that Europe and the United States will be the principal markets for our technology, although we may elect to expand into other regions. We may not be able to successfully complete development of our technology, or successfully market our technology. Our research and development programs may not be successful. Our technology may not prove to be safe and efficacious in clinical trials, and we may not obtain the necessary regulatory approvals for our technology. Whether or not any of these events occur, we may not have adequate resources to continue operations for the period required to resolve any issues delaying commercialization, and we may not be able to raise capital to finance our continued operation during the period required for resolution of these issues.
If we are not able to adequately protect our proprietary technology, our Company will suffer a material adverse effect.
Our ability to compete successfully and achieve any revenue will depend, in part, on our ability to protect our proprietary technology and operate without infringing upon the rights of others. In addition, the departure of any of our management or any significant technical personnel or consultants we hire or retain in the future, the breach of their confidentiality and non-disclosure obligations, or the failure to achieve our intellectual property objectives may have a material adverse effect on our business, financial condition, and results of operations. We believe our success depends upon the knowledge and experience of our management and our ability to commercialize our existing technology and to develop new technologies.
We may not be able to successfully protect our proprietary technology, and our proprietary technology may otherwise become known, or similar technology may be independently developed by competitors. While we believe that we have adequately protected our proprietary technology, and we intend to take all appropriate and reasonable legal measures to protect it in the future, the use of our technology by a competitor could have a material adverse effect on our business, financial condition, and results of operations. In addition, competitors may discover novel uses, develop similar or more marketable technologies, or offer services similar to those offered by our Company at lower prices. If we are unsuccessful in addressing the risks related to protecting our proprietary technology, our business will most likely fail.
We may be subject to intellectual property infringement litigation, which may be time-consuming and costly.
We may need to bring legal claims to enforce or protect our intellectual property rights. Any litigation, whether successful or unsuccessful, may result in substantial costs and a diversion of our Company's resources. In addition, notwithstanding our rights to our intellectual property, other persons may bring claims against us alleging that we have infringed on their intellectual property rights or that our intellectual property rights are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our business, or require us to make changes to our technology.
Clinical trials are expensive, time consuming, and difficult to design and implement, and it is unclear whether the results of such clinical trials will be favorable.
We commenced clinical trials of our proposed products in January 2010. Clinical trials will be expensive and may be difficult to implement due to the number of patients and testing sites that may be required, and could be subject to delay or failure at any stage of the trials. We expect our current funding will be sufficient only to enable us to continue our operations as currently planned until approximately the end of fiscal 2010. Accordingly, we will require additional funds to conduct additional clinical trials, obtain the necessary FDA approvals, and market our products. Any delay or failure of, or adverse results from, clinical trials will likely require us to obtain even further funding in order to address such delays or failures, or to refocus our efforts on other product candidates, and such delay, failure, or adverse results could make it much more difficult or expensive for us to obtain funding. Similarly, human clinical trials for our products will be expensive and difficult to design and implement in part because they will be subject to rigorous regulatory requirements. The clinical trial process is also time-consuming. We estimate that clinical trials of our proposed products will take at least several years to complete once initiated. Furthermore, we may encounter problems that could cause us to abandon or repeat clinical trials, further delaying or preventing the completion of such trials.
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The results of our clinical trials may not support our product claims.
Even if our clinical trials are completed as planned, we cannot be certain that their results will support our product claims. Even if pre-clinical testing and early clinical trials for a product are successful, this does not ensure that later clinical trials will be successful, and we cannot be sure that the results of later clinical trials will replicate the results of prior clinical trials and pre-clinical testing or meet our expectations. The clinical trial process may fail to demonstrate that our products are safe for humans or effective for indicated uses. Any such failure would likely cause us to abandon the product and may delay development of other product candidates.
Our products are subject to government regulations and approvals which may delay or prevent the marketing of potential products and impose costly procedures upon our activities.
The FDA and comparable agencies in state and local jurisdictions and in foreign countries impose substantial requirements upon pre-clinical and clinical testing, manufacturing and marketing of pharmaceutical and bio-technology products. Lengthy and detailed pre-clinical and clinical testing, validation of manufacturing and quality control processes, and other costly and time-consuming procedures are required. Satisfaction of these requirements typically takes several years and the time needed to satisfy them may vary substantially, based on the type, complexity, and novelty of the pharmaceutical product. The effect of government regulation may be to delay or to prevent marketing of potential products for a considerable period of time and to impose costly procedures upon our activities. The FDA or any other regulatory agency may not grant approval on a timely basis, or at all, for any product we develop. Success in pre-clinical or early stage clinical trials does not assure success in later stage clinical trials. Data obtained from pre-clinical and clinical activities are susceptible to varying interpretations that could delay, limit, or prevent regulatory approval. If regulatory approval of a product is granted, such approval may impose limitations on the indicated uses for which a product may be marketed. Further, even after we have obtained regulatory approval, later discovery of previously unknown problems with a product may result in restrictions on the product, including withdrawal of the product from the market. Delay in obtaining or failure to obtain regulatory approvals would make it difficult or impossible to market our products and would harm our business.
We may require additional funding, and our future access to capital is uncertain. Insufficient funds may limit our ability to develop and commercialize new products, services, and technologies.
Our business can change unpredictably due to a variety of factors, including competition, regulation, legal proceedings, or other events, which could impact our funding needs or our cash flow from operations or increase our required capital expenditures. In addition, our estimates of the funds necessary to develop and commercialize our MAbs for the early detection of cancer with specific antibodies and for the creation of highly specific therapeutics (antibodies and novel drugs) against cancer or other diagnostic testing products or services may be inaccurate or we may acquire products or other assets in the future, in each case which could require additional funds. Furthermore, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. We may seek the additional capital through public or private equity offerings, debt financings, and collaborative and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest may be diluted and the terms may include liquidation or other preferences or rights that adversely affect your rights as a stockholder. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise additional funds through collaboration and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or products, or grant licenses on terms that are not favorable to us.
9
Adequate funds, whether through the financial markets or from other sources, may not be available when we need them or on terms acceptable to us. For example, the United States has recently experienced an economic recession, the long-term impact of which cannot be predicted. Furthermore, as a result of the recent volatility in domestic and international capital markets, the cost and availability of credit has been and may continue to be adversely affected as compared to its normal function. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide funding to borrowers. Insufficient funds could cause us to delay, scale back, or choose not to develop and commercialize new products and technologies, including diagnostic testing products and services.
| ITEM 2. | PROPERTIES |
Our Principal Executive Offices
Our principal executive offices are located at De Schiervellaan 3/B1, 3500 Hasselt, Belgium. We believe that the condition of our lease property is satisfactory, suitable, and adequate for our current needs.
| ITEM 3. | LEGAL PROCEEDINGS |
We know of no material, active or pending legal proceedings against our Company, nor of any proceedings that a governmental authority is contemplating against us.
We know of no material proceedings to which any of our Directors, officers, affiliates, owner of record or beneficially of more than 5 percent of our voting securities or security holders is an adverse party or has a material interest adverse to our interest.
| ITEM 4. | (REMOVED AND RESERVED) |
PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market Information
Our Common Shares are traded on the over-the-counter market and quoted on the OTCBB under the symbol “MBCI.” On March 1, 2010, the closing price for our common shares as reported on the OTCBB was $0.62.
The high and the low bid prices for our common shares are based on inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions.
The table below sets forth the range of high and low bid information for our common shares as quoted on the OTCBB for each of the quarters during the fiscal year ended December 31, 2009 and December 31, 2008:
| For the Fiscal Year Ended December 31, 2009 | ||
| For the Quarter ended | High | Low |
| March 31 June 30 September 30 December 31 | $1.00 $0.90 $1.50 $1.31 | $0.50 $0.50 $0.75 $0.51 |
10
| For the Fiscal Year Ended December 31, 2008 | ||
| For the Quarter ended | High | Low |
| March 31 June 30 September 30 December 31 | $1.50 $1.45 $1.10 $1.00 | $0.90 $1.00 $1.03 $1.00 |
Holders of our Common Shares
As of March 1, 2010, there were nine registered stockholders holding 60,399,725 common shares issued and outstanding.
Dividends
Since our inception, we have not declared nor paid any cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future. Our current policy is to retain any earnings in order to finance our operations. Our Board of Directors will determine future declarations and payments of dividends, if any, in light of the then-current conditions it deems relevant and in accordance with applicable corporate law.
There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
we would not be able to pay our debts as they become due in the usual course of business; or
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.
Securities Authorized for Issuance under Equity Compensation Plans
Our equity compensation plan administrator is authorized to grant options to acquire, in aggregate, up to a total of 6,034,800 Common shares.
Recent Sales of Unregistered Securities
During the fiscal year ended December 31, 2009, except as included in our Quarterly Reports on Form 10-Q or in our Current Reports on Form 8-K, we have not sold any equity securities not registered under the Securities Act.
Purchases of Equity Securities by the Issuer and Affiliated Purchases
During each month within the fourth quarter of the fiscal year ended December 31, 2009, neither we nor any “affiliated purchaser,” as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our Common Shares or other securities.
| ITEM 6. | SELECTED FINANCIAL DATA |
Not applicable.
11
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS |
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our historical results of operations during the periods presented and our financial condition. This MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes to consolidated financial statements, and contains forward-looking statements that involve risks and uncertainties. See section entitled “Forward-Looking Statements” above.
EXECUTIVE OVERVIEW
We were incorporated in the State of Nevada on May 8, 2006. We are a development stage company with limited operations and no revenues from our business operations. Our registered independent auditors have issued a going concern opinion for this Annual Report. This means that our registered independent auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months.
Originally, we had been in the business of developing a detergent for removing pesticides from fruits and vegetables. Because we were not successful in implementing our initial business plan, we considered various alternatives to ensure the viability and solvency of our Company.
On January 10, 2008, we entered into an asset purchase agreement with Indigoleaf Associates Ltd. (“Indigoleaf”), and Dr. Amnon Gonenne, pursuant to which we purchased all of Indigoleaf’s interest and rights to a proprietary technology for the rapid and efficient generation of monoclonal antibodies against desired antigens such as cancer markers, including, but not limited to, the know-how, secrets, inventions, practices, methods, knowledge and data owned by Indigoleaf. We purchased this proprietary technology pursuant to an intellectual property transfer agreement and consummated the other transactions contemplated by the asset purchase agreement on July 7, 2008. Pursuant to the asset purchase agreement, as amended on April 2, 2009, we issued 25,638,400 shares of our common stock to Indigoleaf in consideration for the purchase of Indigoleaf’s proprietary technology, and we issued 6,409,600 shares of our common stock to Dr. Gonenne in consideration for his being one of the founders of our cancer therapy and detection business. The shares issued to Dr. Gonenne were described in error in the asset purchase agreement as having been issued to Dr. Gonenne in consideration for future services that Dr. Gonenne agreed to provide to us, and this error has been corrected in the April 2, 2009, amendment.
On April 2, 2009, we entered into an amendment to the January 10, 2008 asset purchase agreement, pursuant to which the parties corrected the asset purchase agreement to reflect the original intention of the parties that the 6,409,600 shares of our common stock that had been issued to Dr. Gonenne had been issued to Dr. Gonenne as founders shares in consideration for his being one of the founders of our cancer therapy and detection business. The amendment to the asset purchase agreement provided that up to 75 percent of the shares issued to Dr. Gonenne,i.e., up to 4,807,200 shares of our common stock, are subject to a lapsing repurchase right that may be exercised by us in the event Dr. Gonenne’s employment agreement with us is terminated within 18 months from July 7, 2008. The 4,807,200 shares of our common stock subject to the lapsing repurchase right shall be released from such right in three 6-month intervals, such that 1/3 of the shares (i.e.1,602,400 shares) shall be released from the lapsing repurchase right at the end of each 6-month interval, provided that at each respective 6-month interval Dr. Gonenne continues to be retained by us pursuant to his employment agreement. All of the 4,807,200 shares of common stock shall be released from the lapsing repurchase right and no longer subject thereto upon the expiration of a continuous period of employment of 18 months from July 7, 2008.
On October 30, 2008, we established MabCure, N.V., a wholly owned subsidiary in Belgium. The Belgian subsidiary was established in order to accelerate the development and commercialization of our proprietary products for the early detection of cancer with specific antibodies and for the creation of highly specific therapeutics (antibodies and novel drugs) against cancer. MabCure, N.V. will be eligible to apply for research grants from the Flemish Government.
12
Recent Developments
On September 2, 2009, we entered into a loan agreement to obtain a bridge loan of $500,000 from a third-party lender. On March 5, 2010, we entered into a conversion agreement with the lender to convert the loan into of 1,000,000 equity units consisting of common shares and non-transferable share purchase warrants.
On March 5, 2010, we closed a private placement consisting of 1,000,000 units of our securities at a price of $0.50 per unit, for aggregate proceeds of $500,000.
Over the next twelve months, we plan to:
- complete our Asian clinical study for the diagnosis of ovarian cancer;
- initiate additional anti-ovarian cancer multi-center clinical studies;
- initiate an anti-prostate cancer diagnosis clinical study;
- initiate the anti-breast cancer program, with the objective of creating novel MAbs against this cancer;
- initiate the antigen identification program in order to identify and sequence those antigens, or cancer markers, which are recognized by our novel MAbs. The first antigens to be studied will be the melanoma- specific cancer markers through the application of our anti-melanoma MAbs; and
- hire an additional scientist for our Belgian subsidiary to assist in carrying out the tasks described above.
RESULTS OF OPERATIONS
For the years ended December 31, 2009 and December 31, 2008
We had no revenues for the period from May 8, 2006 (date of inception) through December 31, 2009. Beginning January 2009, we commenced our research and development activities with our newly acquired proprietary antibody technology for the early detection of cancer and for the creation of highly specific therapeutics (antibodies and novel drugs) against cancer.
General and administrative expenses were $956,838 for the year ended December 31, 2009, compared to $532,158 for the year ended December 31, 2008. The increase in general and administrative expenses was due to an increase in our activity level and expenses related to the grant of certain stock options. General and administrative expenses primarily consist of salaries and wages, stock-based compensation, marketing and public relations, and professional fees.
Salaries and wages were $280,402 for year ended December 31, 2009, compared to $186,140 for the year ended December 31, 2008. The increase in salaries and wages is due to the fact that our employees were hired in mid-2008 compared to a full year of wages in 2009. Stock-based compensation expense for the year ended December 31, 2009, amounted to $236,894, compared to $6,410 for the year ended December 31, 2008. The increase in stock-based compensation expense was related to the grant of certain stock options to certain Directors and officers during the year ended December 31, 2009. Marketing and public relations amounted to $209,487 for the year ended December 31, 2009, compared to $11,606 for the year ended December 31, 2008. The increase in marketing and public relations expenses was due to agreements we entered into with third parties to provide us with investor and public relations services. Professional fees were $87,878 for the year ended December 31, 2009, compared to $159,572 for the year ended December 31, 2008. The decrease in professional fees was due to a decrease in startup activities of the Company.
Research and development expense was $402,657 for the year ended December 31, 2009, compared to $3,806 for the year ended December 31, 2008. These costs primarily consist of salaries and wages for our scientists, who commenced research and development activities in January 2009.
Our net loss for the year ended December 31, 2009, was $1,371,938 or $0.02 per share compared to $530,508 or $0.01 per share for the year ended December 31, 2008. The weighted average number of shares outstanding was 60,357,211 for the year ended December 31, 2009, compared to 43,097,814 (post forward stock split) for the year ended December 31, 2008.
13
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2009
As of December 31, 2009, our current assets were $278,086 and our current liabilities were $776,167, resulting in negative working capital of $498,081.
As of December 31, 2009, our total liabilities were $833,036 compared to total liabilities of $286,475 as of December 31, 2008. The increase in total liabilities as of December 31, 2009, compared to the year ended December 31, 2008, was due primarily to the $500,000 bridge loan we obtained in September 2009, as well as an increase in our general activity.
Stockholders’ equity as of December 31, 2009 was $18,104,598, compared to equity of $19,207,453 as of December 31, 2008. The decrease in stockholders’ equity is mainly a result of the deficit we accumulated since inception.
For the year ended December 31, 2009, net cash used in operating activities was $1,031,001 compared to net cash used in operating activities of $455,081 for the year ended December 31, 2008. Net cash used in operating activities for the year ended December 31, 2009, was comprised of a net loss of $1,371,938 (2008: $530,508), donated services, depreciation and amortization, and stock-based compensation of $322,749 (2008: $13,464), accounts receivable of $(21,360) (2008: -$10,574), prepaid expenses and other current assets of $(15,724) (2008: $20,463), and accounts payable and accrued liabilities $55,272 (2008: $93,000).
For the year ended December 31, 2009, net cash used in investing activities was $44,435 compared to net cash used in investing activities of $170,220 for the year ended December 31, 2008. The decrease in net cash used in investing activities for the period ended December 31, 2009, was mainly the result of a decrease in the purchase of equipment.
Net cash flows from financing activities for the year ended December 31, 2009, was $491,289 compared to net cash flows from financing activities of $1,444,210 for the year ended December 31, 2008. The decrease in net cash from financing activities for the period ended December 31, 2009, was the result of a private placement completed in 2008 with no similar transaction during 2009.
Contractual Obligations
Our contractual obligations consist mainly of payments related to capital and operating leases used in the operation of our business as well as short-term debt. The following table summarizes our contractual obligations as of December 31, 2009:
| 2015 and | |||||||||||||||
| 2010 | 2011 & 2012 | 2013 & 2014 | thereafter | Total | |||||||||||
| Operating leases | $ | 27,089 | $ | 19,242 | $ | 0 | $ | 0 | $ | 46,331 | |||||
| Capital lease obligations | $ | 36,272 | $ | 50,389 | $ | 6,480 | $ | 0 | $ | 93,141 | |||||
| Short-term debt | $ | 558,258 | $ | 0 | $ | 0 | $ | 0 | $ | 558,258 | |||||
| Total contractual obligations | $ | 621,619 | $ | 69,631 | $ | 6,480 | $ | 0 | $ | 697,730 |
14
Recent Private Placements
On September 2, 2009, we entered into a loan agreement to obtain a bridge loan of $500,000 from a third-party lender for ordinary working capital needs. The loan was due to mature on September 2, 2010. On March 5, 2010, we entered into a conversion agreement with the lender, pursuant to which the loan and all accrued interest was converted into equity securities. In full repayment of the loan and all accrued interest, we issued to the lender 1,000,000 units, with each unit consisting of: (i) one common share; (ii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock until February 16, 2012, at a price per share of US$0.60; and (iii) one non-transferable common stock purchase warrant entitling the holder thereof to purchase one share of common stock until February 16, 2012, at a price per share of US$0.70.
On March 5, 2010, we closed a private placement consisting of 1,000,000 units of our securities at a price of $0.50 per unit, for aggregate proceeds of $500,000. Each unit consists of: (i) one common share; (ii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 24 months commencing from the closing of the private placement agreement, at an exercise price of $0.60 per common share; and (iii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 24 months commencing from the closing of the private placement agreement, at an exercise price of $0.70 per common share.
Going Concern
Our registered independent auditors included an explanatory paragraph in their report on the accompanying consolidated financial statements regarding our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our registered independent auditors. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.
We expect our current funding will be sufficient only to enable us to continue our operations as currently planned until approximately the end of fiscal 2010. We currently estimate that we will require an additional $2,000,000 to $5,000,000 to fund our operations for the subsequent 12 to 24 month period.
There are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
CRITICAL ACCOUNTING POLICIES
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities as of the date of the financial statements and during the applicable periods. We base these estimates on historical experience and on other factors that we believe are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions and could have a material impact on our financial statements.
15
Fair Value of Financial Instruments
We estimate the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts we could realize in a current market exchange. As of December 31, 2009, and December 31, 2008, the carrying value of our financial instruments approximated fair value due to the short-term maturity of these instruments.
Basic and Diluted Loss per Share
In accordance with ASC Topic 260, basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of December 31, 2009, we had no stock equivalents that were anti-dilutive and excluded in the diluted loss per share computation.
Income Taxes
We account for income taxes pursuant to ASC Topic 740. Under ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
We maintain a valuation allowance with respect to deferred tax assets. We established a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration our financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes in circumstances, such as generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Stock-based Compensation
The Company accounts for stock-based compensation in accordance with ASC Topics 505 and 718. Stock-based compensation for stock options is measured based on the estimated fair value of each award on the date of grant using the Black-Scholes valuation model. Stock-based compensation for restricted shares is measured based on the closing fair market value of the Company's common stock price on the date of grate. The Company recognizes stock-based compensation costs as expense ratably on a straight-line basis over the requisite service period
We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC Topic 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505. As of December 31, 2009, we have adopted a stock option plan and have granted stock options. Refer to Note 1 and Note 6 of the Notes to Consolidated Financial Statements for further information.
16
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Note 10 to the Consolidated Financial Statements entitled “Recent Accounting Pronouncements” included in this Annual Report for a discussion of recent accounting pronouncements and their impact on our Financial Statements.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
17
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
MABCURE INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009, AND 2008
F-1
None.
F-2
| MABCURE INC. AND SUBSIDIARY | ||||||
| (A DEVELOPMENT STAGE COMPANY) | ||||||
| CONSOLIDATED BALANCESHEETS | ||||||
| AS OF DECEMBER 31, 2009, AND 2008 (NOT AUDITED) | ||||||
| 2009 | 2008 | |||||
| (Not Audited) | (Not Audited) | |||||
| ASSETS | ||||||
| Current Assets: | ||||||
| Cash and cash equivalents | $ | 214,480 | $ | 811,439 | ||
| Accounts receivable - other | 31,934 | 10,574 | ||||
| Prepaid expenses | 31,672 | 16,586 | ||||
| Total current assets | 278,086 | 838,599 | ||||
| Property and Equipment: | ||||||
| Computer & office equipment | 11,295 | 3,084 | ||||
| Furniture & fixtures | 8,464 | 8,198 | ||||
| Laboratory equipment | 119,289 | 92,974 | ||||
| Vehicles | 71,967 | 62,324 | ||||
| Website development costs | 3,640 | 3,640 | ||||
| 214,655 | 170,220 | |||||
| Less: accumulated depreciation | (44,908 | ) | (4,054 | ) | ||
| Net property and equipment | 169,747 | 166,166 | ||||
| Intellectual property | 18,485,286 | 18,485,286 | ||||
| Deposits and other | 4,515 | 3,877 | ||||
| Total Assets | $ | 18,937,634 | $ | 19,493,928 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current Liabilities: | ||||||
| Accounts payable and accrued liabilities | $ | 152,272 | $ | 97,000 | ||
| Due to related parties - Directors and officers | 29,365 | 8,138 | ||||
| Current portion of capital lease obligations | 36,272 | 31,473 | ||||
| Current portion of loans payable | 558,258 | 58,258 | ||||
| Total current liabilities | 776,167 | 194,869 | ||||
| Long-Term Debt, less current portion: | ||||||
| Capital lease obligations | 56,869 | 91,606 | ||||
| Total liabilities | 833,036 | 286,475 | ||||
| Commitments and Contingencies | ||||||
| Stockholders' equity | ||||||
| Common stock ($0.001 par value; authorized 1,500,000,000 shares; outstanding 60,399,725 and 60,348,000) | 60,400 | 60,348 | ||||
| Additional paid-in capital | 20,064,191 | 19,782,348 | ||||
| Donated capital | 13,000 | 13,000 | ||||
| Accumulated other comprehensive income (loss) | (20,282 | ) | (7,470 | ) | ||
| (Deficit) accumulated during the development stage | (2,012,711 | ) | (640,773 | ) | ||
| Total stockholders’ equity | 18,104,598 | 19,207,453 | ||||
| Total Liabilities and Stockholders' Equity | $ | 18,937,634 | $ | 19,493,928 | ||
The accompanying notes to consolidated financial statements are
an integral part of these consolidated balance sheets.
F-3
| MABCUREINC. AND SUBSIDIARY | |||||||||
| (A DEVELOPMENT STAGECOMPANY) | |||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) | |||||||||
| FOR THE YEARS ENDED DECEMBER 31, 2009, AND 2008, AND | |||||||||
| CUMULATIVE FROM INCEPTION (MAY 8, 2006) THROUGH DECEMBER 31, 2009 (NOT AUDITED) | |||||||||
| Year Ended December 31, | Cumulative | ||||||||
| 2009 | 2008 | from inception | |||||||
| (Not Audited) | (Not Audited) | (Not Audited) | |||||||
| Revenues | $ | - | $ | - | $ | - | |||
| Expenses: | |||||||||
| Research and development | 402,657 | 3,806 | 406,463 | ||||||
| General and administrative- | |||||||||
| Salaries and wages | 280,402 | 186,140 | 466,542 | ||||||
| Professional fees | 87,878 | 159,572 | 347,715 | ||||||
| Stock-based compensation | 236,894 | 6,410 | 243,304 | ||||||
| Marketing and public relations | 209,487 | 11,606 | 221,093 | ||||||
| Management and consulting | 29,862 | 55,398 | 95,260 | ||||||
| Travel | 24,366 | 45,429 | 69,795 | ||||||
| Insurance | 34,731 | 14,080 | 48,811 | ||||||
| Office | 14,731 | 7,681 | 22,412 | ||||||
| Depreciation and amortization | 16,258 | 3,855 | 20,113 | ||||||
| Meals and entertainment | 9,576 | 10,491 | 20,067 | ||||||
| Bank and other charges | 5,145 | 12,996 | 18,141 | ||||||
| Rent | 6,276 | 6,826 | 13,102 | ||||||
| Employee housing | 299 | 11,674 | 11,973 | ||||||
| Taxes and licenses | 933 | - | 933 | ||||||
| Total general and administrative | 956,838 | 532,158 | 1,599,261 | ||||||
| (Loss) from operations | (1,359,495 | ) | (535,964 | ) | (2,005,724 | ) | |||
| Other Income (Expense): | |||||||||
| Interest income | 4,256 | 5,892 | 10,148 | ||||||
| Other income | - | 534 | 534 | ||||||
| Interest expense | (16,699 | ) | (970 | ) | (17,669 | ) | |||
| Total other income (expense): | (12,443 | ) | 5,456 | (6,987 | ) | ||||
| (Loss) before income taxes | (1,371,938 | ) | (530,508 | ) | (2,012,711 | ) | |||
| Provision for income taxes | - | - | - | ||||||
| Net (loss) | (1,371,938 | ) | (530,508 | ) | (2,012,711 | ) | |||
| Comprehensive (Loss): | |||||||||
| Foreign currency translation adjustment | (12,812 | ) | (7,470 | ) | (20,282 | ) | |||
| Total Comprehensive (Loss) | (1,384,750 | ) | (537,978 | ) | (2,032,993 | ) | |||
| Basic and diluted (loss) per share | $ | (0.02 | ) | $ | (0.01 | ) | |||
| Weighted average number of sharesoutstanding - basic and diluted | 60,357,211 | 43,097,814 | |||||||
The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.
F-4
| MABCURE INC. AND SUBSIDIARY | |||||||||||||||||||||
| (A DEVELOPMENT STAGECOMPANY) | |||||||||||||||||||||
| CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) | |||||||||||||||||||||
| FOR THEPERIODS FROM INCEPTION (MAY 8, 2006) | |||||||||||||||||||||
| THROUGH DECEMBER 31, 2009 (NOT AUDITED) | |||||||||||||||||||||
| (Deficit) | |||||||||||||||||||||
| Accumulated | Accumulated | ||||||||||||||||||||
| other | During the | ||||||||||||||||||||
| Common Stock | Additional Paid | Donated | comprehensive | Development | |||||||||||||||||
| Number | Amount | in Capital | Capital | income (loss) | Stage | Total | |||||||||||||||
| Balance, May 8, 2006 (Date ofInception) | - | - | - | - | - | - | - | ||||||||||||||
| Common stock issued for cash at $0.02 per share, December 20, 2006 | 2,550,000 | 2,550 | 48,450 | - | - | - | 51,000 | ||||||||||||||
| Donated services | - | - | - | 4,000 | - | - | 4,000 | ||||||||||||||
| (Loss) for the period | - | - | - | - | - | (4,000 | ) | (4,000 | ) | ||||||||||||
| Balance, December 31, 2006 | 2,550,000 | 2,550 | 48,450 | 4,000 | - | (4,000 | ) | 51,000 | |||||||||||||
| Donated services | - | - | - | 6,000 | - | - | 6,000 | ||||||||||||||
| Forward stock split (20:1) | 48,450,000 | 48,450 | (48,450 | ) | - | - | - | - | |||||||||||||
| Returned to treasury | (24,000,000 | ) | (24,000 | ) | 24,000 | - | - | - | - | ||||||||||||
| (Loss) for the period | - | - | - | - | - | (106,265 | ) | (106,265 | ) | ||||||||||||
| Balance, December 31, 2007 | 27,000,000 | 27,000 | 24,000 | 10,000 | - | (110,265 | ) | (49,265 | ) | ||||||||||||
| Donated services | - | - | - | 3,000 | - | - | 3,000 | ||||||||||||||
| Common stock issued for cash | 1,300,000 | 1,300 | 1,298,700 | - | - | - | 1,300,000 | ||||||||||||||
| Common stock issued to founder | 6,409,600 | 6,410 | - | - | - | - | 6,410 | ||||||||||||||
| Common stock issued for purchase | |||||||||||||||||||||
| of intellectual property | 25,638,400 | 25,638 | 18,459,648 | - | - | - | 18,485,286 | ||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (7,470 | ) | - | (7,470 | ) | ||||||||||||
| (Loss) for the period | - | - | - | - | - | (530,508 | ) | (530,508 | ) | ||||||||||||
| Balance, December 31, 2008 | $ | 60,348,000 | $ | 60,348 | $ | 19,782,348 | $ | 13,000 | $ | (7,470 | ) | $ | (640,773 | ) | $ | 19,207,453 | |||||
| Common stock issued for cash | - | - | - | - | - | - | - | ||||||||||||||
| Common stock issued for investor relations services | 51,725 | 52 | 44,949 | - | - | - | 45,001 | ||||||||||||||
| Stock-based compensation (options) | 236,894 | 236,894 | |||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||
| adjustment | - | - | - | - | (12,812 | ) | - | (12,812 | ) | ||||||||||||
| (Loss) for the period | (1,371,938 | ) | (1,371,938 | ) | |||||||||||||||||
| Balance, December 31, 2009 | $ | 60,399,725 | $ | 60,400 | $ | 20,064,191 | $ | 13,000 | $ | (20,282 | ) | $ | (2,012,711 | ) | $ | 18,104,598 | |||||
The accompanying notes to consolidated financial statements are
an integral part of this consolidated statement.
F-5
| MABCUREINC. AND SUBSIDIARY | |||||||||
| (A DEVELOPMENT STAGECOMPANY) | |||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||
| FOR THEYEARS ENDED DECEMBER 31, 2009, AND 2008, AND | |||||||||
| CUMULATIVEFROM INCEPTION (MAY 8, 2006) THROUGH DECEMBER 31, 2009 (NOT AUDITED) | |||||||||
| Years ended December 31, | Cumulative | ||||||||
| 2009 (Not Audited) | 2008 (Not Audited) | from inception (Not Audited) | |||||||
| Cash flows from operating activities: | |||||||||
| Net (loss) | $ | (1,371,938 | ) | $ | (530,508 | ) | $ | (2,012,711 | ) |
| Adjustments to reconcile Net (loss) to net cash used in | |||||||||
| operating activities: | |||||||||
| Depreciation | 40,854 | 4,054 | 44,908 | ||||||
| Donated services | - | 3,000 | 13,000 | ||||||
| Stock-based compensation | 236,894 | 6,410 | 243,304 | ||||||
| Common stock issued for investor relations services | 45,001 | - | 45,001 | ||||||
| Changes in net assets and liabilities: | |||||||||
| Accounts receivable - Other | (21,360 | ) | (10,574 | ) | (31,934 | ) | |||
| (Increase) in prepaid expenses and other current assets | (15,724 | ) | (20,463 | ) | (36,187 | ) | |||
| Increase in accounts payable and accrued liabilities | 55,272 | 93,000 | 152,272 | ||||||
| Net cash (used in) operating activities | (1,031,001 | ) | (455,081 | ) | (1,582,347 | ) | |||
| Cash flows from investing activities: | |||||||||
| Capital expenditures | (44,435 | ) | (170,220 | ) | (214,655 | ) | |||
| Net cash (used in) investing activities | (44,435 | ) | (170,220 | ) | (214,655 | ) | |||
| Cash flows from financing activities: | |||||||||
| Proceeds from loan payable | 500,000 | 48,048 | 593,313 | ||||||
| Payments on loan payable | - | (35,055 | ) | (35,055 | ) | ||||
| Proceeds from capital lease obligations | - | 154,054 | 154,054 | ||||||
| Payments of principal on capital lease obligations | (29,938 | ) | (30,975 | ) | (60,913 | ) | |||
| Proceeds from loans from related parties | 36,641 | 52,443 | 94,296 | ||||||
| Payments on loans from related parties | (15,414 | ) | (44,305 | ) | (64,931 | ) | |||
| Issuance of common stock for cash | - | 1,300,000 | 1,351,000 | ||||||
| Net cash provided by financing activities | 491,289 | 1,444,210 | 2,031,764 | ||||||
| Effects of exchange rate changes on cash and cashequivalents | (12,812 | ) | (7,470 | ) | (20,282 | ) | |||
| Net increase (decrease) during period | (596,959 | ) | 811,439 | 214,480 | |||||
| Cash and cash equivalents at beginning of period | 811,439 | - | - | ||||||
| Cash and cash equivalents at end of period | $ | 214,480 | $ | 811,439 | $ | 214,480 | |||
| Supplemental disclosure of cash flow information | |||||||||
| Cash paid during the period for: | |||||||||
| Interest | $ | (6,699 | ) | $ | (970 | ) | $ | (7,669 | ) |
| Income taxes | $ | - | $ | - | $ | - | |||
Supplemental Information of Noncash Investing and Financing Activities:
On July 7, 2008, MabCure issued 25,638,400 shares of common stock for the purchase of intellectual property valued at $18,485,286. Refer to Note 2 for further details of this transaction.
On July 7, 2008, MabCure issued 6,409,600 shares of common stock to one of its founders valued at par, or $6,410, for his being one of the founders of our cancer therapy and detection business. Refer to Note 2 for further details of this transaction.
The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements.
F-6
MABCURE INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009, AND 2008
(1) Summary of Significant Accounting Policies
Basis of Presentation and Organization
MabCure Inc. (“MabCure” or the “Company”) was incorporated in the State of Nevada on May 8, 2006, under the name of Smartec Holdings, Inc. The Company originally was in the business of developing a detergent for removing pesticides from fruits and vegetables. Because the Company was not successful in implementing its business plan, it considered various alternatives to ensure the viability and solvency of the Company. On January 10, 2008, the Company changed name to MabCure Inc. to better reflect its new business plan. On January 10, 2008, MabCure entered into an asset purchase agreement with Indigoleaf Associates Ltd. (“Indigoleaf”) and Dr. Amnon Gonenne pursuant to which the Company agreed to purchase all of Indigoleaf’s interest and rights to a proprietary technology for the rapid and efficient generation of monoclonal antibodies against desired antigens such as cancer markers, including, but not limited to, the know-how, secrets, inventions, practices, methods, knowledge and data owned by Indigoleaf. The Company purchased this proprietary technology pursuant to an intellectual property transfer agreement and consummated the other transactions contemplated by the asset purchase agreement on July 7, 2008. Pursuant to the asset purchase agreement, amended on April 2, 2009, the Company issued 25,638,400 (post forward stock split) shares of its common stock to Indigoleaf in consideration for the purchase of Indigoleaf’s proprietary technology, and the Company issued 6,409,600 (post forward stock split) shares of common stock to Dr. Gonenne in consideration for being one of the founders of the Company’s cancer therapy and detection business.
On October 30, 2008, the Company established MabCure, N.V., a wholly owned subsidiary in Belgium. The Belgian subsidiary was established in order to accelerate the development and commercialization of MabCure’s proprietary products for the early detection of cancer with specific antibodies and for the creation of highly specific therapeutics (antibodies and novel drugs) against cancer. MabCure, N.V. will be eligible to apply for research grants from the Flemish Government.
On June 27, 2008, pursuant to the asset purchase agreement, the Company closed a private placement consisting of 1,300,000 units of MabCure’s securities at a price of $1.00 per unit, for aggregate proceeds of $1,300,000. Each unit consists of: (i) one common share; (ii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 12 months commencing from the closing of the asset purchase agreement, exercise price of $1.25 per common share; and (iii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 24 months commencing from the closing of the asset purchase agreement, at an exercise price of $1.25 per common share.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned Belgian subsidiary, MabCure, N.V. All significant intercompany accounts and transactions have been eliminated in consolidation
Cash and Cash Equivalents
For purposes of reporting within the consolidated statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Property and equipment
Property and equipment are recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the results of operations for the respective period. The Company uses the straight-line method of depreciation. The estimated useful lives for significant property and equipment categories are as follows:
F-7
MABCURE INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009, AND 2008
| Computers and office equipment | 3 years |
| Computer software | 3 years |
| Furniture and Fixtures | 5-10 years |
| Equipment and tools | 5 years |
| Vehicles | 5 years |
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. For the years ended December 31, 2009, and 2008, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.
Lease Obligations
All noncancellable leases with an initial term greater than one year are categorized as either capital or operating leases. Assets recorded under capital lease obligations are amortized according to the same methods employed for property and equipment or over the term of the related lease, if shorter.
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, 2009, and 2008, the carrying value of the Company’s financial instruments approximated fair value due to the short-term maturity of these instruments.
Foreign Currency Translation
MabCure accounts for foreign currency translation pursuant to Accounting Standards Codification ("ASC") Topic 830. The functional currency of the Company’s Belgian subsidiary is the euro. Under ASC Topic 830, all assets and liabilities are translated into United States dollars using the current exchange rate at the end of each fiscal period. Revenues and expenses are translated using the average exchange rates prevailing throughout the respective periods. Translation adjustments are included in other comprehensive income (loss) for the period. Certain transactions of the Company’s Belgian subsidiary are denominated in United States dollars. Translation gains or losses related to such transactions are recognized for each reporting period in the related interim consolidated statements of operations and comprehensive (loss).
Revenue Recognition
The Company is in the development stage and has yet to realize revenues from planned operations. It plans to recognize revenues from developing and commercializing its proprietary antibody technology for the early detection of cancer and for the creation of highly specific therapeutics (antibodies and novel drugs) against cancer. Revenues will be recognized for financial reporting purposes when delivery has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by the customer, the fee is fixed or determinable, and collection of the related receivable is probable.
F-8
MABCURE INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009, AND 2008
Website Development Costs
The Company recognizes website development costs in accordance with ASC Topic 350. As such, the Company expenses all costs incurred that relate to the planning and post implementation phases of development of its website. Direct costs incurred in the development phase are capitalized and recognized over the estimated useful life. Costs associated with repair or maintenance for the website are included in general and administrative expenses in the accompanying interim consolidated statements of operations and comprehensive (loss). As of December 31, 2009, and 2008, the Company had capitalized $3,640 related to website development costs.
Basic and Diluted Loss per Share
In accordance with ASC Topic 260, basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similarly to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of December 31, 2009, and 2008, the Company had no stock equivalents that were anti-dilutive and excluded in the diluted loss per share computation.
Income Taxes
The Company accounts for income taxes pursuant to ASC Topic 740. Under ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the consolidated financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s consolidated financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Stock-based Compensation
The Company accounts for stock-based compensation in accordance with ASC Topics 505 and 718. Stock-based compensation for stock options is measured based on the estimated fair value of each award on the date of grant using the Black-Scholes valuation model. Stock-based compensation for restricted shares is measured based on the closing fair market value of the Company's common stock price on the date of grate. The Company recognizes stock-based compensation costs as expense ratably on a straight-line basis over the requisite service period.
On August 10, 2009, the Company granted to Directors and officers 420,000 options to purchase a like number of shares of common stock. In addition, on December 10, 2009, the Company granted to employees 120,000 options to purchase a like number of shares of common stock. As of December 31, 2009, 220,000 of such options were fully vested. Fair value was estimated at the date of grant using the Black-Scholes pricing model, with the following weighted average assumptions:
F-9
MABCURE INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009, AND 2008
| Risk-free interest rate | 1.59% |
| Expected dividend yield | None |
| Expected life | 2.84 years |
| Expected volatility | 202.29% |
The weighted-average grant-date fair value of options on December 31, 2009, was $0.75 per share.
The risk-free interest rate used in the Black-Scholes valuation method is based on the implied yield currently available in U.S. Treasury securities at maturity with an equivalent term. The Company has not declared or paid any dividends and does not currently expect to do so in the future. The expected term of options represents the period that our stock-based awards are expected to be outstanding and was determined based on projected holding periods for the remaining unexercised shares. Consideration was given to the contractual terms of our stock-based awards, vesting schedules and expectations of future employee behavior. Expected volatility is based on the Company’s historical volatility of its stock price.
The Company’s stock price volatility and option lives involve management’s best estimates, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option.
When options are exercised, the policy of the Company is to issue previously unissued shares of common stock to satisfy share option exercises. As of December 31, 2009, the Company had 1,439,600,275 shares of authorized but unissued common stock.
No tax benefits were attributed to the stock-based compensation expense because a valuation allowance was maintained for substantially all net deferred tax assets.
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC Topic 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by ASC Topic 505.
On September 2, 2009, we entered into a loan agreement to obtain a bridge loan of $500,000 from a third-party lender for ordinary working capital needs (See note 4 above). On March 5, 2010, we entered into a conversion agreement with the lender, pursuant to which the loan and all accrued interest was converted into equity securities. In full repayment of the loan and all accrued interest, we issued to the lender 1,000,000 units, with each unit consisting of: (i) one common share; (ii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock until February 16, 2012, at a price per share of US$0.60; and (iii) one non-transferable common stock purchase warrant entitling the holder thereof to purchase one share of common stock until February 16, 2012, at a price per share of US$0.70.
On March 5, 2010, we closed an offshore private placement consisting of 1,000,000 units of our securities at a price of $0.50 per unit, for aggregate proceeds of $500,000. Each unit consists of: (i) one common share; (ii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 24 months commencing from the closing of the private placement agreement, at an exercise price of $0.60 per common share; and (iii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 24 months commencing from the closing of the private placement agreement, at an exercise price of $0.70 per common share.
F-10
MABCURE INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009, AND 2008
Subsequent events
The management of the Company performs a review and evaluation of subsequent events following the end of each quarterly and annual financial period. For the year ended December 31, 2009, the review and evaluation of subsequent events for proper accrual and disclosure was completed through March 15, 2010, which was the date the financial statements were available to be issued.
Estimates
The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of December 31, 2009, and 2008, and revenues and expenses for the years ended December 31, 2009, and 2008, and cumulative from inception. Actual results could differ from those estimates made by management.
Reclassification
Certain 2008 amounts have been reclassified to conform to the 2009 presentation.
(2) Development Stage Activities and Going Concern
The Company is currently in the development stage. The original business plan of the Company was to develop a detergent for removing pesticides from fruits and vegetables. However, the Company has changed its business plan to develop and commercialize its proprietary antibody technology for the early detection of cancer and for the creation of highly specific therapeutics (antibodies and novel drugs) against cancer. The Company plans to continue its capital formation activities through the issuance of debt and shares of common stock.
While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful in the development and commercialization of its proprietary antibody technology for the early detection of cancer or for the creation of highly specific therapeutics (antibodies and novel drugs) against cancer that will generate sufficient revenues to sustain the operations of the Company.
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. MabCure has not established any source of revenues to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of December 31, 2009, and 2008, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
(3) Purchase of Intellectual Property and Stock Issuance to Founder
On January 10, 2008, MabCure entered into an asset purchase agreement with Indigoleaf Associates Ltd. (“Indigoleaf”) and Dr. Amnon Gonenne pursuant to which the Company agreed to purchase all of Indigoleaf’s interest and rights to a proprietary technology for the rapid and efficient generation of monoclonal antibodies against desired antigens such as cancer markers, including, but not limited to, the know-how, secrets, inventions, practices, methods, knowledge and data owned by Indigoleaf. The Company purchased this proprietary technology pursuant to an intellectual property transfer agreement and consummated the other transactions contemplated by the asset purchase agreement on July 7, 2008. Pursuant to the asset purchase agreement, as amended on April 2, 2009, the Company issued 25,638,400 (post forward stock split) shares of its common stock to Indigoleaf in consideration for the purchase of Indigoleaf’s proprietary technology, valued at $18,486,286 and the Company, issued 6,409,600 (post forward stock split) shares of common stock to Dr. Gonenne in consideration for being one of the founders of the Company’s cancer therapy and detection business.
F-11
MABCURE INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009, AND 2008
On April 2, 2009, the Company entered into an amendment to the asset purchase agreement dated January 10, 2008, whereby the parties specified their original intention that the 6,409,600 (post forward stock split) shares of the Company’s common stock that were issued to Dr. Gonenne were, in fact, issued to Dr. Gonenne as founder’s shares as consideration for being one of the founders of the Company’s cancer therapy and detection business. The amendment to the asset purchase agreement provided that up to 75 percent of the shares issued to Dr. Gonenne, i.e., up to 4,807,200 (post forward stock split) shares of the Company’s common stock, are subject to a lapsing repurchase right that may be exercised by the Company in the event Dr. Gonenne’s employment agreement with the Company is terminated within 18 months from July 7, 2008. The 4,807,200 (post forward stock split) shares of the Company’s common stock subject to the lapsing repurchase right shall be released from such right in three 6-month intervals, such that 1/3 of the shares (i.e. 1,602,400 post forward stock shares) shall be released from the lapsing repurchase right at the end of each 6-month interval, provided that at each respective 6-month interval, Dr. Gonenne continues to be retained by the Company pursuant to his employment agreement. All of the 4,807,200 shares of common stock shall be released from the lapsing repurchase right and no longer subject thereto upon the expiration of a continuous period of employment of 18 months from July 7, 2008.
The purchase of intellectual property from Indigoleaf was accounted for under ASC Topic 350. The value of the intellectual property acquired on July 7, 2008, was calculated using the fair market value of the Company’s common stock 15 days before and after the acquisition times a discount factor to reflect the fact that the issued stock is restricted and is escrowed for an extended period of time under the agreement. This value amounted to $18,485,286 for the 25,638,400 (post forward stock split) shares issued by Indigoleaf and was recorded by the Company as an intangible asset, “intellectual property” in the accompanying consolidated balance sheets as of December 31, 2009, and 2008. The management of the Company believes that there are no legal, regulatory, contractual, competitive, or economic factors that limit the useful life of this intangible asset. Consequently, the Company considers the useful life of this asset to be indefinite and has recorded no amortization expense. In accordance with ASC Topic 350, the Company will, on a periodic basis, re-evaluate the remaining useful life of this intangible asset to determine whether events and circumstances continue to support an indefinite useful life.
(4) Loan Payable and Lease Obligations
Leases:
Capital Leases
The Company currently has capital lease commitments for furniture, fixtures, and vehicles. As of December 31, 2009, and 2008, the total cost of capitalized leases presented in the accompanying consolidated balance sheets amounted to $93,141, and $123,079, respectively. Amortization of the capital lease costs for items used in research and development is included in research and development expenses. Amortization of the capital lease costs for items not used in research and development is included in depreciation and amortization expense.
Operating Lease
The Company currently has operating lease commitments for office space and employee housing with unrelated parties for a period of up to three years through September 2011. Lease expense related to office space for the years ended December 31, 2009, and 2008, amounted to $15,125 and $6,826, respectively. Lease expense related to employee housing for the years ended December 31, 2009, and 2008, was $21,282 and 2008 $11,674, respectively.
F-12
| MABCURE INC. AND SUBSIDIARY |
| (A DEVELOPMENT STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| DECEMBER 31, 2009, AND 2008 |
Future noncancellable minimum rental commitments for leases as of December 31, 2009, were as follows:
| Operating | Capital | |||||
| Year | Leases | Leases | ||||
| 1 Year | $ | 27,089 | $ | 41,061 | ||
| 2 Years | 19,242 | 41,060 | ||||
| 3 Years | - | 13,266 | ||||
| 4 Years | - | 6,480 | ||||
| 5 Years and over | - | - | ||||
| Total | $ | 46,331 | 101,867 | |||
| Less - Amount representing interest | (8,726 | ) | ||||
| Present value of net minimum lease payments | 93,141 | |||||
| Less - Current portion | (36,272 | ) | ||||
| Capital lease obligations, less current portion | $ | 56,869 | ||||
Loan Payable
On September 2, 2009, the Company entered into a loan agreement to obtain a bridge loan of $500,000 from a third-party lender. The loan amount bears interest at a rate of six percent per annum, is unsecured, and matures on September 2, 2010. The accrued interest will be payable on the repayment of the loan. The loan amount will be used for ordinary working capital needs. As of December 31, 2009, the amount due was $500,000.
The Company has a third-party loan payable that was provided for working capital purposes, and is non-interest bearing, unsecured, and has no terms for repayment. As of December 31, 2009, and 2008, the amount due was $58,258 for both years.
(5) Donated Capital
The Company records transactions of commercial substance with related parties at fair value as determined by management. The Company recognized donated services of its Directors for management fees, valued at $500 per month. As of June 30, 2008, the total value of donated services was $13,000, recorded under the “Stockholders’ equity” section of the consolidated balance sheets.
Beginning July 1, 2008, the Company no longer recorded donated services of Directors. Future services performed by Company Directors will be paid using cash and expensed as incurred.
(6) Common Stock
The Company is authorized to issue 1,500,000,000 shares of $0.001 par value common stock. All common stock shares have equal voting rights, are non-assessable, have one vote per share, and entitle stockholders to receive dividends. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends which may be declared. Voting rights are not cumulative and, therefore, the holders of more than 50 percent of the common stock could, if they choose to do so, elect all of the Directors of the Company.
On November 26, 2007, the Company implemented a 20-for-1 forward stock split of its authorized, issued, and outstanding common stock. As a result, the authorized capital of the Company increased from 75,000,000 shares of common stock with a par value of $0.001, to 1,500,000,000 shares of common stock with a par value of $0.001. The accompanying consolidated financial statements have been adjusted accordingly to reflect this forward stock split.
F-13
| MABCURE INC. AND SUBSIDIARY |
| (A DEVELOPMENT STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| DECEMBER 31, 2009, AND 2008 |
On December 20, 2006, the Company issued 51,000,000 (post forward stock split) shares of common stock at a price of $0.001 per share for total proceeds of $51,000.
On December 11, 2007, 24,000,000 (post forward stock split) shares of common stock were returned to the treasury and retired. The par value of the returned shares of $24,000 was reallocated to additional paid-in capital.
On June 27, 2008, pursuant to the asset purchase agreement, the Company closed a private placement consisting of 1,300,000 units of MabCure’s securities at a price of $1.00 per unit, for aggregate proceeds of $1,300,000. Each unit consists of: (i) one common share; (ii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 12 months commencing from the closing of the asset purchase agreement, at an exercise price of $1.25 per common share; and (iii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 24 months commencing from the closing of the asset purchase agreement, at an exercise price of $1.25 per common share.
On July 7, 2008, the Company issued 25,638,400 (post forward stock split) shares of its common stock to Indigoleaf Associates Ltd, and 6,409,600 (post forward stock split) shares of the Company’s common stock to Dr. Amnon Gonenne, following the asset purchase agreement discussed in Note 3, entitled, “Purchase of Intellectual Property and Stock Issuance to Founder.”
On October 28, 2009, the Company issued 51,725 shares of common stock to a third party provider of investor relations services pursuant to a consulting agreement dated August 7, 2009. The value of the transaction was $45,001.
Stock options
On August 4, 2009, as part of the Company’s Annual Meeting of Shareholders, the shareholders of the Company approved the adoption of the MabCure, Inc. 2009 Stock Option Plan (the “Plan”). The purpose of this Plan is to retain the services of valued key employees and consultants of the Company and to encourage such persons to acquire a greater proprietary interest in the Company, thereby strengthening their incentive to achieve the objectives of the shareholders of the Company, and to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to consultants and other persons selected by the Company. The Company has reserved 6,034,800 shares of common stock, par value $0.001 per share, for issuance under the Plan, subject to adjustment to protect against dilution in the event of certain changes in the Company’s capitalization.
The following is a summary of stock option grants issued under the Plan:
In August 2009, the Company granted an option to each of two members of the Company’s Board of Directors to purchase 120,000 shares (total of 240,000 shares) of its common stock at an exercise price of $0.87 per share.
In August 2009, the Company granted an option to purchase 180,000 shares of its common stock at an exercise price of $0.87 per share to its Chief Financial Officer.
In December 2009, the Company granted an option to purchase 120,000 shares of its common stock at an exercise price of $0.65 per share to certain employees of the Company.
F-14
| MABCURE INC. AND SUBSIDIARY |
| (A DEVELOPMENT STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| DECEMBER 31, 2009, AND 2008 |
The following table summarizes stock option activity for the Company during the year ended December 31, 2009:
| Weighted | Weighted Average | |||||||||||
| Options | Average | Remaining | Aggregate | |||||||||
| Exercise Price | Contractual Term | Intrinsic Value | ||||||||||
| Outstanding December 31, 2008 | None | |||||||||||
| Granted | 540,000 | $ | 0.82 | |||||||||
| Exercised | - | - | ||||||||||
| Forfeited or expired | - | - | ||||||||||
| Outstanding December 31, 2009 | 540,000 | $ | 0.82 | 4.68 | $ | 0 | ||||||
| Vested and Exercisable at December 31, 2009 | 220,000 | $ | 0.83 | 4.67 | $ | 0 |
As of December 31, 2009, the total unrecognized compensation cost related to stock options amounted to $167,548, which will be recognized over the remaining requisite service period through August 2011.
(7) Income Taxes
The components of income (loss) before income taxes consisted of the following:
| 2009 | 2008 | |||||
| Income (loss) subject to U.S. income taxes only | $ | (889,064 | ) | $ | (479,423 | ) |
| Income (loss) subject to foreign income taxes only | (482,874 | ) | (51,085 | ) | ||
| $ | (1,371,938 | ) | $ | (530,508 | ) |
The Company is subject to U.S. federal income taxes. The Company’s subsidiary incorporated in Belgium is subject to Belgian income tax. According to Belgian tax law, there is no difference between taxable income and pretax income. The provision for income taxes for the years ended December 31, 2009, and 2008, were as follows (using a 34.0 percent effective Federal income tax rate and 33.99 percent standard Belgian income tax):
| 2009 | 2008 | |||||
| Current Tax Provision: | ||||||
| Federal | $ | - | $ | - | ||
| Belgium | - | - | ||||
| Total current tax provision | $ | - | $ | - | ||
| Deferred Tax Provision: | ||||||
| Federal | $ | 302,282 | $ | 163,004 | ||
| Belgium | 164,129 | 17,364 | ||||
| Change in valuation allowance | (466,411 | ) | (180,368 | ) | ||
| Total deferred tax provision | $ | - | $ | - |
F-15
| MABCURE INC. AND SUBSIDIARY |
| (A DEVELOPMENT STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| DECEMBER 31, 2009, AND 2008 |
The Company had deferred income tax assets as of December 31, 2009, and 2008, as follows:
| 2009 | 2008 | |||||
| Loss carryforwards | 684,274 | $ | 217,863 | |||
| Less - Valuation allowance | (684,274 | ) | (217,863 | ) | ||
| Total net deferred tax assets | $ | - | $ | - |
As of December 31, 2009 and 2008, the Company had net operating loss carryforwards for income tax reporting purposes of approximately $2,012,711 and $640,773, respectively, which may be offset against future taxable income. The domestic net operating loss carryforwards start to expire in the year 2027. The Belgian net operating loss carryforwards start to expire in the year 2013. Belgian tax laws limit the amount of loss available to be offset against future taxable income when there is a change in the control of the Company, not justified by financial or economic reasons. Therefore, the amount available to offset future taxable income may be limited.
The Company has recorded a valuation allowance against all of its U.S. federal and state deferred tax assets at December 31, 2009, and 2008. No tax benefit has been reported in the consolidated financial statements for the realization of loss carryforwards, as the Company believes there is high probability that the carryforwards will not be utilized in the foreseeable future. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.
(8) Related Party Transactions
As of December 31, 2009, and 2008, the Company owed to Directors and officers of the Company a total of $29,365 and $8,138, respectively, for various working capital loans received by the Company. The loans are unsecured, non-interest bearing, and have no terms for repayment.
(9) Commitments and Contingencies
The Company is subject to various commitments under contractual and other commercial obligations. Refer to Note 4 entitled “Loan Payable and Lease Obligations” for minimum rental commitments under non-cancelable operating and capital lease obligations as of December 31, 2009.
On March 15, 2009, the Company entered into an agreement with a third party to provide investor and public relations services to the Company. The term of the agreement was 18 months, during which the Company undertook to pay to the third party $13,500 monthly for services provided. Also, as part of the agreement, the Company undertook to deliver two warrants to purchase a total of 300,000 shares (post forward stock split) of the Company’s common stock at $1.00 per share purchase price. The Company terminated the agreement on December 31, 2009 and the warrant exercise period has expired with no warrants having been exercised.
On August 7, 2009, the Company entered into an agreement with a third party to provide investor relations services to the Company. The agreement term was six months, during which the Company undertook to pay the third party $7,500 monthly for services provided, plus a retainer fee of $15,000. In addition, at the commencement of the agreement, the Company undertook to deliver 51,725 unregistered and restricted shares of the common stock of the Company. This agreement was terminated as of February 7, 2010.
F-16
| MABCURE INC. AND SUBSIDIARY |
| (A DEVELOPMENT STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| DECEMBER 31, 2009, AND 2008 |
(10) Recent Accounting Pronouncements
In March 2008, the FASB issued FASB Statement No. 161 (ASC Topic 815),“Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133”(“SFAS No. 161”). SFAS No. 161 (ASC Topic 815) enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under FASB Statement No. 133,“Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Specifically, SFAS No. 161 (ASC Topic 815) requires:
- Disclosure of the objectives for using derivative instruments in terms of underlying risk and accounting designation;
- Disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;
- Disclosure of information about credit-risk-related contingent features; and
- Cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.
SFAS No. 161 (ASC Topic 815) is effective for fiscal years and interim periods beginning after November 15, 2008. Earlier application is encouraged. The management of MabCure does not believe the adoption of this pronouncement to have a material impact on its consolidated financial statements.
In May 2008, the FASB issued FASB Statement No. 162 (ASC Topic 105), “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 (ASC Topic 105) identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States of America. The sources of accounting principles that are generally accepted are categorized in descending order as follows:
| a) | FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB. | |
| b) | FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position. | |
| c) | AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics). | |
| d) | Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry. |
SFAS No. 162 (ASC Topic 105) is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendment to its authoritative literature. It is only effective for nongovernmental entities; therefore, the GAAP hierarchy will remain in SAS 69 for state and local governmental entities and federal governmental entities. The management of MabCure does not believe the adoption of this pronouncement to have a material impact on its consolidated financial statements.
F-17
| MABCURE INC. AND SUBSIDIARY |
| (A DEVELOPMENT STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| DECEMBER 31, 2009, AND 2008 |
On May 26, 2008, the FASB issued FASB Statement No. 163 (ASC Topic 944), “Accounting for Financial Guarantee Insurance Contracts” (“SFAS No. 163”). SFAS No. 163 (ASC Topic 944) clarifies how FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition and measurement of premium revenue and claim liabilities. It also requires expanded disclosures about financial guarantee insurance contracts.
The accounting and disclosure requirements of SFAS No. 163 (ASC Topic 944) are intended to improve the comparability and quality of information provided to users of financial statements by creating consistency. Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under SFAS No. 60. That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, “Accounting for Contingencies.” SFAS No. 163 (ASC Topic 944) requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations and (b) the insurance enterprise’s surveillance or watch list.
SFAS No. 163 (ASC Topic 944) is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for disclosures about the insurance enterprise’s risk-management activities. Disclosures about the insurance enterprise’s risk-management activities are effective the first period beginning after issuance of SFAS No. 163. Except for those disclosures, earlier application is not permitted. The management of MabCure does not expect the adoption of this pronouncement to have material impact on its consolidated financial statements.
On May 22, 2009, the FASB issued FASB Statement No. 164 (ASC Topic 958), “Not-for-Profit Entities: Mergers and Acquisitions” (“SFAS No. 164”). SFAS No. 164 (ASC Topic 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:
| a. | Determines whether a combination is a merger or an acquisition. | |
| b. | Applies the carryover method in accounting for a merger. | |
| c. | Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities the acquirer is. | |
| d. | Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition. |
This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142,“Goodwill and Other Intangible Assets,”to make it fully applicable to not-for-profit entities.
SFAS No. 164 (ASC Topic 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.
On May 28, 2009, the FASB issued FASB Statement No. 165 (ASC Topic 855), “Subsequent Events” (“SFAS No. 165”). SFAS No. 165 (ASC Topic 855) establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, SFAS No. 165 (ASC Topic 855) provides:
F-18
| MABCURE INC. AND SUBSIDIARY |
| (A DEVELOPMENT STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| DECEMBER 31, 2009, AND 2008 |
| 1. | The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. | |
| 2. | The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. | |
| 3. | The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. |
In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.
On June 9, 2009, the FASB issued FASB Statement No. 166 (ASC Topic 860), “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No. 140” (“SFAS No. 166”). SFAS No. 166 (ASC Topic 860) revises the derecognization provision of SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require entities to provide more information about sales of securitized financial assets and similar transactions, particularly if the seller retains some risk with respect to the assets. It also eliminates the concept of a "qualifying special-purpose entity."
This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.
In June 2009, the FASB issued FASB Statement 167 (ASC Topic 810) "Amendments to FASB Interpretation No. 46(R)." SFAS No. 167 (ASC Topic 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” to improve financial reporting by companies involved with variable interest entities and to provide additional disclosures about the involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity's financial statements.
This Statement shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.
In June 2009, the FASB issued FASB Statement 168 (ASC Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS No. 168"). SFAS No. 168 (ASC Topic 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental US generally accepted accounting principles (GAAP). The Codification did not change GAAP but reorganizes the literature.
SFAS No. 168 (ASC Topic 105) is effective for interim and annual periods ending after September 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.
(11) Subsequent Events
On September 2, 2009, the Company entered into a loan agreement to obtain a bridge loan of $500,000 from a third-party lender for ordinary working capital needs (See note 4 above). On March 5, 2010, the Company entered into a conversion agreement with the lender, pursuant to which the loan and all accrued interest was converted into equity securities. In full repayment of the loan and all accrued interest, the Company issued to the lender 1,000,000 units, with each unit consisting of: (i) one common share; (ii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock until February 16, 2012, at a price per share of US$0.60; and (iii) one non-transferable common stock purchase warrant entitling the holder thereof to purchase one share of common stock until February 16, 2012, at a price per share of US$0.70.
F-19
| MABCURE INC. AND SUBSIDIARY |
| (A DEVELOPMENT STAGE COMPANY) |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
| DECEMBER 31, 2009, AND 2008 |
On March 5, 2010, the Company closed an offshore private placement consisting of 1,000,000 units of securities at a price of $0.50 per unit, for aggregate proceeds of $500,000. Each unit consists of: (i) one common share; (ii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 24 months commencing from the closing of the private placement agreement, at an exercise price of $0.60 per common share; and (iii) one non-transferable share purchase warrant entitling the holder thereof to purchase one share of common stock for a period of 24 months commencing from the closing of the private placement agreement, at an exercise price of $0.70 per common share
F-20
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE |
None.
| ITEM 9A. | CONTROLS AND PROCEDURES |
(a) Disclosure Controls and Procedures
Disclosure controls and procedures are the controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
We have carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the fiscal year covered by this Annual Report.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Securities Exchange Act Rule 13a-15(f). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with U.S. GAAP.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the design and effectiveness of our internal control over financial reporting as of the fiscal year covered by this Report based on the framework issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control—Integrated Framework.
Based on this assessment, management concluded that, as of December 31, 2009, the Company’s internal control over financial reporting was effective.
This Annual Report does not include an attestation report of our Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.
(c) Change in Internal Control over Financial Reporting
There were no significant changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter, that could materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.
19
| ITEM 9B. | OTHER INFORMATION |
None.
20
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Directors, Executive Officers, Promoters and Control Persons
The following individuals serve as the Directors and executive officers of our Company. All Directors of our Company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our Company are appointed by our Board of Directors and hold office until their death, resignation, or removal from office:
| Name | Age | Position Held with our Company | Date First Elected or Appointed |
| Dr. Amnon Gonenne | 66 | President, Chief Executive Officer and Director | July 7, 2008 |
| Itshak Zivan | 57 | Director | July 7, 2008 |
| Dr. David S. Frank | 64 | Director | April 26, 2009 |
| Dr. Elisha Orr | 66 | Executive Vice-President and Chief Scientific Officer | July 7, 2008 |
| Ron Kalfus | 35 | Chief Financial Officer | November 7, 2008 |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each Director, executive officer, and key employee of our Company, indicating the person's principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Dr. Amnon Gonenne, President, Chief Executive Officer, and Director
Dr. Gonenne has more than twenty years experience in the biotechnology field. He has held a number of top executive positions including positions in regulatory affairs, supervision of international clinical trials, serving as Vice-President of Corporate Development for Biotechnology General Corp. in New York and serving as Chief Executive Officer of Immunotherapy Inc. in New York. He has played a significant role in the successful registration and licensing of several genetically engineered products in the United States, Israel, and Japan. Between the years 2000 and 2002, he served as Chief Executive Officer of a venture capital fund, Elscint Biomedical Investment (Israel), which made major investments in Gamida Cell Ltd. (Israel), a leading stem cell company. Since 2002, and prior to joining MabCure, Dr. Gonenne worked as an independent bio-tech consultant for start-up companies.
Dr. Gonenne received his Doctorate degree in Biochemistry and Biophysics from Syracuse University and completed his post-doctorate training at the University of California, San Diego Medical School.
The Board has concluded that Dr. Gonenne should serve as director of the Company because of his experience as one of the founders of the Company’s cancer therapy and detection business, his experience as the Company’s Chief Executive Officer, and his more than twenty years experience in the biotechnology field.
21
Itshak Zivan, Director
Mr. Zivan is the founder, Director and former Chief Executive Officer of Zivtex Ltd. (UK), a position he held from 1992 to 2007. He is a computer engineer with more than twenty years experience in business development and management. He has served as Deputy Managing Director of Pex Ltd. (UK) and member of the Board and managing director of Delta Textiles (Israel).
Mr. Zivan received his Bachelors of Science - Engineering degree in computer science from the Israel Institute of Technology (Technion).
The Board has concluded that Mr. Zivan should serve as director of the Company because of his extensive analytical and financial skills, as well as his more than twenty years experience in business development and management.
Dr. David S. Frank, Director
Dr. Frank is the Managing Director of MEDx Associates, a consulting company in the field of diagnostics. He also serves as the Chairman of the Board of Nehora Photonics Ltd., a medical device company located in Israel. From 2007-2008, Dr. Frank served as a faculty member at the LAHAV-Tel Aviv University Graduate School of Business, where he taught “Health Care Technology” courses for bioscience entrepreneurs. From 1995-2007, Dr. Frank was the executive director of business development at Ortho-Clinical Diagnostics, a Johnson & Johnson company.
Dr. Frank received his Doctorate degree in Biochemistry from Cornell University.
The Board has concluded that Dr. Frank should serve as director of the Company because of his rich background in working for clinical diagnostics companies, his extensive knowledge of the bio-technology industry, and his experience in bio-technology business development.
Dr. Elisha Orr, Executive Vice-President, and Chief Scientific Officer
Dr. Orr is the developer of the MabCure technology and our novel MAbs. He has been serving as a senior research scientist at the University of Leicester, Department of Genetics, for the past thirty years. He has received awards from several institutions, among them the Wellcome Trust Personal Chair award for five years in 1987, the Royal Society (UK) award for a visiting professorship in Israel in 1994, a European Union award for a visiting professorship in Israel in 1998 and several long and short-term awards from the European Molecular Biology Organization (EMBO). Dr. Orr has been a visiting professor at Tel Aviv University since 2006.
Among his scientific accomplishments is the discovery, characterization and cloning of a number of enzymes, proteins and genes (e.g. bacterial DNA gyrase, yeast non-muscle heavy chain myosin and bacterial genes) involved in the production of antibiotics.
Dr. Orr received his Doctorate degree in Microbiology & Molecular Biology from Hadassah Medical School, Jerusalem. He completed his post-doctorate training at the Department of Genetics, Medical School, at the University of Leicester, in the United Kingdom.
Ron Kalfus, Chief Financial Officer
Prior to joining MabCure, Mr. Kalfus held various positions with Toys "R" Us, Inc. from 2003 to 2007, being responsible the company’s financial reporting to the Securities and Exchange Commission and being responsible for the Toys "R" Us division’s annual budget. Prior to joining Toys "R" Us, Inc., Mr. Kalfus worked as an auditor for two large public accounting firms, specializing in audits of medium-sized enterprises as well as public companies.
22
Mr. Kalfus is a Certified Public Accountant, holds an MSc in Accounting from Fairleigh Dickinson University, and a BBA in Finance from the University of Georgia.
Board Leadership Structure
The Company has chosen to combine the principal executive officer and Board chairman positions. The Company believes that this Board leadership structure is the most appropriate for the Company for the following reasons. First, the Company is a development stage company and at this early stage, it is more efficient to have the leadership of the Board in the same hands as the principal executive officer of the Company. The challenges faced by the Company at this stage –obtaining financing and performing research and development activities – are most efficiently dealt with by having one person intimately familiar with both the operational aspects as well as the strategic aspects of the Company’s business. Second, Dr. Gonenne is uniquely suited to fulfill both positions of responsibility because he possesses both the strategic vision as well as the hands-on management experience that the Company needs to execute its business plan.
Family Relationships
There are no family relationships among our Directors or executive officers.
Involvement in Certain Legal Proceedings
None of our Directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:
- any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
- any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
- being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
- being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Committees of the Board of Directors
At present, we do not have any committees of the Board of Directors.
Code of Ethics
At present, we have not adopted a Code of Ethics applicable to our principal executive, financial and accounting officers; however, we plan to implement such a Code in the near future.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Exchange Act requires our Directors, executive officers and persons who own more than 10 percent of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our Common Shares and other equity securities, on Forms 3, 4 and 5 respectively. Directors, executive officers and persons who own more than 10 percent of a registered class of our equity securities are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.
23
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our Directors, executive officers, and persons who own more than 10 percent of a registered class of our equity securities were complied with.
Audit Committee
We do not presently have a separately constituted audit committee or any other committees of our Board of Directors. Nor do we have an audit committee “financial expert.” As such, our entire Board of Directors acts as our audit committee.
Board’s Role in Risk Oversight
The Board assesses on an ongoing basis the risks faced by the Company. These risks include financial, technological, competitive, and operational risks. The Board dedicates time at each of its meetings to review and consider the relevant risks faced by the Company at that time. In addition, since the Company does not have an Audit Committee, the entire Board is also responsible for the assessment and oversight of the Company’s financial risk exposures.
| ITEM 11. | EXECUTIVE COMPENSATION |
The particulars of compensation paid to the following persons during the fiscal period ended December 31, 2009, are set out in the summary compensation table below:
- our Chief Executive Officer (Principal Executive Officer);
- our Chief Financial Officer (Principal Financial Officer);
- each of our three most highly compensated executive officers, other than the Principal Executive Officer and the Principal Financial Officer, who were serving as executive officers at the end of the fiscal year ended December 31, 2009; and
- up to two additional individuals for whom disclosure would have been provided under the item above but for the fact that the individual was not serving as our executive officer at the end of the fiscal year ended December 31, 2009;
(Collectively, the “Named Executive Officers”):
| SUMMARY COMPENSATION TABLE | |||||||||
Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
| Dr. Amnon Gonenne(1) | 2009 2008 | 168,000 80,839 | 0 0 | 0 6,410(4) | 0 0 | 0 0 | 0 0 | 0 0 | 168,000 87,249 |
| Ron Kalfus(2) | 2009 2008 | 96,000 37,935 | 0 0 | 0 0 | 66,764(6) 0 | 0 0 | 0 0 | 0 0 | 162,764 37,935 |
| Dr. Elisha Orr(3) | 2009 2008 | 141,396 67,366 | 0 0 | 0 0(5) | 0 0 | 0 0 | 0 0 | 0 0 | 141,396 67,366 |
24
Notes:
| (1) | Dr. Gonenne has been our President, Chief Executive Officer (Principal Executive Officer), and a Director since July 7, 2008. |
| (2) | Mr. Kalfus has been our Chief Financial Officer (Principal Financial Officer) since November 7, 2008. |
| (3) | Dr. Orr has been our Chief Scientific Officer since July 7, 2008. |
| (4) | Dr. Gonenne received founders shares valued at $6,410 pursuant to the January 10, 2008 asset purchase agreement. Please see Item 12 entitled, “Security Ownership of Certain Beneficial Owners and Management” below. |
| (5) | Indigoleaf Associates Ltd., a company wholly owned by Dr. Orr, received stock valued at $18,485,286 pursuant to the January 10, 2008 asset purchase agreement. Please see Item 12 entitled, “Security Ownership of Certain Beneficial Owners and Management” below. |
| (6) | Mr. Kalfus granted 180,000 options to purchase a like number of shares of common stock. |
Stock option grants
The following table sets forth information as of December 31, 2009 concerning unexercised options, unvested stock and equity incentive plan awards for the executive officers named in the Summary Compensation Table.
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date |
| Ron Kalfus | 60,000 | 120,000 | 0 | $0.87 | August 10, 2014 |
Employment Contracts and Termination of Employment Agreements
As of July 7, 2008, we entered into an employment agreement with Dr. Amnon Gonenne, pursuant to which Dr. Gonenne serves as our President and Chief Executive Officer. In consideration for his services, we pay him a salary calculated as 120 percent of that paid to Dr. Orr, plus such benefits and bonuses as are set out in his employment agreement. The term of the agreement is for an indefinite period and may be terminated with or without cause, according to the terms of the agreement.
As of July 7, 2008, we entered into an employment agreement with Dr. Elisha Orr, pursuant to which Dr. Orr serves as our Executive Vice-President and Chief Scientific Officer. Dr. Orr was employed by MabCure until December 31, 2008, at which time the employment agreement was terminated and he was retained as a consultant by our Belgian subsidiary pursuant to a management services agreement. In consideration for his management services, we pay him a net annual consultancy fee of $90,951, plus reasonable and justified out-of-pocket expenses. The term of the agreement is for an indefinite period and may be terminated with or without cause, according to the terms of the agreement.
As of November 7, 2008, we entered into an employment agreement with Mr. Ron Kalfus, pursuant to which Mr. Kalfus serves as our Chief Financial Officer. In consideration for his services, we pay him an annual salary of $96,000, plus such benefits as are set out in his employment agreement. The term of the agreement is for an indefinite period and may be terminated with or without cause, according to the terms of the agreement.
There are currently no arrangements or plans in which we provide pension, retirement or similar benefits for our Directors and officers; however our Board of Directors may approve any such plan at any time in their discretion, in which case Dr. Gonenne, Dr. Orr, and Mr. Kalfus will participate in such plans. We currently do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our Directors or officers, except that we have agreed that each of Dr. Orr and Dr. Gonenne are eligible to receive an annual discretionary bonus and that stock options may be granted at the discretion of our Board in the future.
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We have no plans or arrangements in respect of remuneration received or that may be received by the officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, with the exception of a severance payment of one month’s salary for every full year of service. The Company has also undertaken to grant stock options to its employees, and the options to be granted will vest in the event of a change in control of the Company.
Director Compensation
Our Board of Directors has adopted that each Director of the Company receive: (i) a $4,000 annual payment for services rendered as a Director; (ii) an additional $8,000 annual payment for serving on one or more committees of the Board; and (iii) reimbursement for any reasonable expenses incurred in the performance of the duties and functions of a Director. During 2009 and 2008, we paid $2,000 and $4,187, respectively, to Directors of the Company and owe an additional $6,333 and $1,333, respectively, for the services of our Directors during 2009 and 2008.
| DIRECTOR COMPENSATION TABLE FOR FISCAL 2009 | |||||||
Name | Fees earned or paid in cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
| Dr. Amnon Gonenne | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Itshak Zivan | $4,000 | 0 | 92,700(1) | 0 | 0 | 0 | $96,700 |
| Dr. David S. Frank | $3,000 | 0 | 52,825(2) | 0 | 0 | 0 | $55,825 |
| (1) | Mr. Zivan granted 120,000 options to purchase a like number of shares of common stock. |
| (2) | Dr. Frank granted 120,000 options to purchase a like number of shares of common stock. |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS |
Beneficial Ownership of Holdings
The following table sets forth, as of December 31, 2009, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5 percent of our common stock, as well as by each of our current Directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
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| Name and Address of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership(1) | Percentage of Class(2) |
| Indigoleaf Associates Ltd.(3) Unit 6 – The Court Yard Gaulby Lane, Stoughton Leicester, United Kingdom LE2 2FL | Common Stock | 25,638,400(4) | 42.45% |
| Dr. Amnon Gonenne(5) Unit 6 – The Court Yard Gaulby Lane, Stoughton Leicester, United Kingdom LE2 2FL | Common Stock | 6,409,600(6) | 10.61% |
| Ron Kalfus(7) | N/A | 0 | 0.00% |
| Directors and Executive Officers as a Group | Common Stock | 32,048,000 | 53.06% |
Notes:
| (1) | Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. | |
| (2) | Based on 60,399,725 shares of common stock issued and outstanding as of December 31, 2009. | |
| (3) | Dr. Elisha Orr, our Chief Scientific Officer, is the sole shareholder of Indigoleaf Associates Ltd. | |
| (4) | We issued 25,638,400 restricted Common Shares to Indigoleaf Associates Ltd. pursuant to the asset purchase agreement dated January 10, 2008, subject to escrow and other conditions. All of these shares will be held in escrow for a period of two years from the date of July 7, 2008, and may not be sold, pledged or optioned during this time. At the end of the two-year period, 30 percent of the shares may be released to Indigoleaf without our prior consent. However, 70 percent of Indigoleaf's shares must be held in escrow for an additional year to secure against its intellectual property representations under the asset purchase agreement. | |
| (5) | Dr. Gonenne is our President, Chief Executive Officer, and a Director. | |
| (6) | We issued 6,409,600 restricted Common Shares to Dr. Gonenne pursuant to an asset purchase agreement dated July 7, 2008, as amended on April 2, 2009, of which 4,807,200 shares are subject to a lapsing repurchase right and other conditions. All of the shares will be held in escrow for a period of two years from the date of July 7, 2008, and may not be sold, pledged or optioned during this period. The asset purchase agreement, as amended, and the escrow agreement with Dr. Gonenne further provide that in the event Dr. Gonenne’s employment agreement with us is terminated we have the right to repurchase, for par value, up to 75 percent of the shares issued to Dr. Gonenne, equivalent to 4,807,200 Common Shares, with such right lapsing in connection to 1,602,400 shares of Common Shares every six months, starting July 7, 2008. All of the shares of Dr. Gonenne held in escrow shall be released from the lapsing repurchase right and no longer subject thereto upon the expiration of a continuous period of employment of 18 months from July 7, 2008. At the end of the two years, all of Dr. Gonenne's shares then in escrow shall be released to Dr. Gonenne. | |
| (7) | Mr. Kalfus is our Chief Financial Officer. |
Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our Company.
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Equity Compensation Plan Information
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| Equity compensation plans approved by security holders | 540,000 | 0.75 | 5,494,800 |
| Equity compensation plans not approved by security holders | 0 | 0 | 0 |
| Total | 540,000 | 0.75 | 5,494,800 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE. |
Since the beginning of the fiscal year preceding the last fiscal year and except as disclosed below, none of the following persons has had any direct or indirect material interest in any transaction to which our Company was or is a party, or in any proposed transaction to which our Company proposes to be a party:
any Director or officer of our Company;
any proposed Director of officer of our Company;
any person who beneficially owns, directly or indirectly, shares carrying more than 5 percent of the voting rights attached to our common stock; or
any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws).
On January 10, 2008, we entered into an asset purchase agreement with Indigoleaf Associates Ltd. (“Indigoleaf”), and Dr. Amnon Gonenne, our President, Chief Executive Officer (Principal Executive Officer), and a Director, pursuant to which we purchased all of Indigoleaf’s interest and rights to a proprietary technology for the rapid and efficient generation of monoclonal antibodies against desired antigens such as cancer markers, including, but not limited to, the know-how, secrets, inventions, practices, methods, knowledge and data owned by Indigoleaf. We purchased this proprietary technology pursuant to an intellectual property transfer agreement and consummated the other transactions contemplated by the asset purchase agreement on July 7, 2008. Pursuant to the asset purchase agreement, as amended on April 2, 2009, we issued 25,638,400 (post forward stock split) shares of its common stock to Indigoleaf in consideration for the purchase of Indigoleaf’s proprietary technology, and, we issued 6,409,600 (post forward stock split) shares of our common stock to Dr. Gonenne in consideration for his being one of the founders of our cancer therapy and detection business. The shares issued to Dr. Gonenne were described in error in the asset purchase agreement as having been issued to Dr. Gonenne in consideration for future services that Dr. Gonenne agreed to provide to us, and this error has been corrected in the April 2, 2009 amendment.
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As of December 31, 2009, we owed to certain of our Directors and officers $29,365 for various working capital loans received by us through December 31, 2009. The loans are unsecured, non-interest bearing, and have no terms for repayment.
On April 2, 2009, we entered into an amendment to the January 10, 2008, asset purchase agreement, pursuant to which parties corrected the asset purchase agreement to reflect the original intention of the parties that the 6,409,600 shares of our common stock that had been issued to Dr. Gonenne had been issued to Dr. Gonenne as founders shares in consideration for his being one of the founders of our cancer therapy and detection business. The amendment to the asset purchase agreement provided that up to 75 percent of the shares issued to Dr. Gonenne,i.e., up to 4,807,200 shares of common stock, are subject to a lapsing repurchase right that may be exercised by us in the event Dr. Gonenne’s employment agreement with us is terminated within 18 months of July 7, 2008. The 4,807,200 shares of our common stock subject to the lapsing repurchase right shall be released from such right in three 6-month intervals, such that 1/3 of the shares (i.e.1,602,400 shares) shall be released from the lapsing repurchase right at the end of each 6-month interval, provided that at each respective 6-month interval Dr. Gonenne continues to be retained by us pursuant to his employment agreement. All of the 4,807,200 shares of common stock shall be released from the lapsing repurchase right and no longer subject thereto upon the expiration of a continuous period of employment of 18 months from July 7, 2008.
Dr. Amnon Gonenne is not an Independent Director of the Company as he is an executive officer. Mr. Itshak Zivan and Dr. David S. Frank are Independent Directors. The determination of independence of Directors has been made using the definition of "Independent Director" contained under Nasdaq Marketplace Rule 4200(a)(15).
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal account for the audit of our financial statements and review of financial statements included in our quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| December 31, 2009(1) | December 31, 2008 | |
| Audit Fees | $12,000 | $12,000 |
| Audit Related Fees | 0 | 0 |
| Tax Fees | $1,250 | 0 |
| All Other Fees | 0 | 0 |
Notes:
| (1) | For the year ended December 31, 2009, principal accountants of the Company were Davis Accounting Group P.C. | ||
| (2) | For the year ended December 31, 2008, principal accountants of the Company were as follows: | ||
| a. | From November 3, 2008 until December 31, 2008: Davis Accounting Group P.C | ||
| b. | From January 1, 2008 until November 3, 2008: Maddox Ungar Silberstein, PLLC | ||
In each of the last two fiscal years ended December 31, 2009 and 2008, there were no fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Item 9(e)(1) of Schedule 14A, for professional services rendered by the principal account for tax compliance, tax advice, and tax planning, for products and services provided by the principal accountant, other than the services reported in Item 9(e)(1) through 9(d)(3) of Schedule 14A.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
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Given the small size of our Board as well as the limited activities of our Company, our Board of Directors acts as our Audit Committee. Our Board pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board approves these services on a case-by-case basis.
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PART IV
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a) Financial Statements and financial statement schedules
(1) and (2) The financial statements and financial statement schedules required to be filed as part of this report are set forth in Item 8 of Part II of this report.
(3) Exhibits. See Item 15(b) below.
(b) Exhibits required by Item 601 of Regulation S-K
| Exhibit No. | Description |
| 3.1 | Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on March 8, 2007). |
| 3.2 | Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on March 8, 2007). |
| 3.3 | Certificate of Change (incorporated by reference from our Quarterly Report on Form 10-QSB filed on November 20, 2007). |
| 3.4 | Certificate of Correction (incorporated by reference from our Quarterly Report on Form 10-QSB/A filed on November 23, 2007). |
| 3.5 | Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on January 24, 2008). |
| 4.1 | Specimen ordinary share certificate (incorporated by reference from our Registration Statement on Form SB-2 filed on March 8, 2007). |
| 10.1 | Asset Purchase Agreement dated January 10, 2008 with Indigoleaf Associates Ltd. and Dr. Amnon Gonenne (incorporated by reference from our Current Report on Form 8-K filed on July 10, 2008). |
| 10.1.1 | Amendment to Asset Purchase Agreement with Indigoleaf Associates Ltd. and Dr. Amnon Gonenne dated April 2, 2009 (incorporated by reference from our Annual Report on Form 10-K filed on April 10, 2009). |
| 10.2 | Intellectual Property Assignment Agreement made effective July 7, 2008 with Indigoleaf Associates Ltd. (incorporated by reference from our Current Report on Form 8-K filed on July 10, 2008). |
| 10.3 | Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on July 10, 2008). |
| 10.4 | Form of Escrow Agreement for unit subscribers (incorporated by reference from our Current Report on Form 8-K filed on July 10, 2008). |
| 10.5 | Escrow Agreement dated July 7, 2008 with Dr. Amnon Gonenne (incorporated by reference from our Current Report on Form 8-K filed on July 10, 2008). |
| 10.5.1 | Amendment to Escrow Agreement with Dr. Amnon Gonenne dated April 2, 2009 (incorporated by reference from our Annual Report on Form 10-K filed on April 10, 2009). |
| 10.6 | Escrow Agreement dated July 7, 2008 with Indigoleaf Associates Ltd. (incorporated by reference from our Current Report on Form 8-K filed on July 10, 2008). |
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| 10.7 | Employment Agreement dated July 7, 2008 with Dr. Amnon Gonenne (incorporated by reference from our Current Report on Form 8-K filed on July 10, 2008). |
| 10.7.1 | Amendment to Employment Agreement with Dr. Amnon Gonenne dated April 2, 2009 (incorporated by reference from our Annual Report on Form 10-K filed on April 10, 2009). |
| 10.8 | Employment Agreement dated July 7, 2008 with Dr. Elisha Orr (incorporated by reference from our Current Report on Form 8-K filed on July 10, 2008). |
| 10.8.1 | Termination of Employment Agreement with Dr. Elisha Orr. (incorporated by reference from our Form 10-K filed on March 24, 2010) |
| 10.8.2 | Management Services Agreement effective as of January 1, 2009 with Dr. Elisha Orr. (incorporated by reference from our Form 10-K filed on March 24, 2010) |
| 10.9 | Employment Agreement dated November 7, 2008 with Mr. Ron Kalfus (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 19, 2008). |
| 10.10 | Director Agreement dated April 17, 2009 with David S. Frank (incorporated by reference from our Quarterly Report on Form 10-Q filed on May 13, 2009) |
| 10.11 | Loan Agreement by and between Registrant and Chrysler Enterprises Ltd. dated September 2, 2009 (incorporated by reference from our Current Report on Form 8-K filed on September 17, 2009). |
| 10.12 | Conversion Agreement by and between Registrant and Chrysler Enterprises Ltd. executed March 5, 2010 (incorporated by reference from our Current Report on Form 8-K filed on March 8, 2010). |
| 10.13 | Subscription Agreement by and between Registrant and investor executed March 5, 2010 (incorporated by reference from our Current Report on Form 8-K filed on March 8, 2010). |
| 31.1* | Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Dr. Amnon Gonenne |
| 31.2* | Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Ron Kalfus |
| 32.1* | Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Dr. Amnon Gonenne |
| 32.2* | Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Ron Kalfus |
*Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this 10-K/A-1 to be signed on its behalf by the undersigned, thereunto duly authorized.
MABCURE, INC.
(Registrant)
| By: | /s/ Dr. Amnon Gonenne | |
| Name: Dr. Amnon Gonenne | ||
| Title: President, Chief Executive Officer | ||
| (Principal Executive Officer) and Director |
Dated: March 14, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| By: | /s/ Dr. Amnon Gonenne | By: | /s/ Ron Kalfus | |
| Name: Dr. Amnon Gonenne | Name: Ron Kalfus | |||
| Title: President, Chief Executive Officer | Title: Chief Financial Officer (Principal | |||
| (Principal Executive Officer) and Director | Financial and Accounting Officer) |
Dated: March 14, 2011
| By: | /s/ Dr. David S. Frank | |||
| Name: Dr. David S. Frank | ||||
| Title: Director | ||||
| Dated: March 14, 2011 | ||||
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