Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | CollPlant Holdings Ltd. |
Entity Central Index Key | 0001631487 |
Trading Symbol | CLGN |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2018 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2018 |
Entity Emerging Growth Company | true |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 190,735,668 |
Consolidated Statements of Fina
Consolidated Statements of Financial Position ₪ in Thousands, $ in Thousands | Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) |
Current assets: | |||
Cash and cash equivalents | ₪ 20,065 | $ 5,354 | ₪ 17,817 |
Accounts receivables: | |||
Trade receivables | 1,933 | 516 | 354 |
Other | 1,253 | 334 | 3,543 |
Restricted deposit | 584 | 154 | |
Inventory | 3,052 | 814 | 700 |
Total current assets | 26,887 | 7,172 | 22,414 |
Non-current assets: | |||
Restricted deposit | 580 | 155 | 503 |
Long term-receivables | 68 | 18 | 92 |
Property and equipment, net | 5,274 | 1,407 | 3,582 |
Intangible assets, net | 1,273 | 340 | 1,454 |
Total non-current assets | 7,195 | 1,920 | 5,631 |
Total assets | 34,082 | 9,092 | 28,045 |
Current liabilities: | |||
Loan | 84 | 22 | |
Accounts payable: | |||
Trade payables | 2,331 | 622 | 2,922 |
Accrued liabilities and other | 2,366 | 631 | 1,996 |
Contract liabilities | 3,636 | 970 | |
Total current liabilities | 8,417 | 2,245 | 4,918 |
Non-current liabilities: | |||
Debentures at fair value | 12,639 | ||
Warrants at fair value | 2,434 | 649 | |
Derivatives | 363 | 97 | 141 |
Royalties to the Israel Innovation Authority | 1,185 | 316 | 1,203 |
Loan | 84 | 22 | |
Long term contract liabilities | 3,673 | 980 | |
Long-term payables | 61 | ||
Total non-current liabilities | 7,739 | 2,064 | 14,044 |
Commitments and contingent liabilities | |||
Total liabilities | 16,156 | 4,309 | 18,962 |
Equity: | |||
Ordinary shares | 5,716 | 1,525 | 4,998 |
Additional paid in capital and warrants | 196,870 | 52,527 | 178,467 |
Accumulated deficit | (184,660) | (49,269) | (174,382) |
Total equity | 17,926 | 4,783 | 9,083 |
Total liabilities and equity | ₪ 34,082 | $ 9,092 | ₪ 28,045 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪)₪ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017ILS (₪)₪ / sharesshares | Dec. 31, 2016ILS (₪)₪ / sharesshares | |
Profit (loss) [Abstract] | ||||
Revenue | ₪ 18,034 | $ 4,812 | ₪ 1,668 | ₪ 292 |
Cost of revenue | 1,426 | 380 | 52 | |
Gross profit | 16,608 | 4,432 | 1,616 | 292 |
Research and development expenses: | ||||
Research and development expenses | 16,213 | 4,325 | 16,921 | 29,200 |
Participation in research and development expenses, net | 3,227 | 861 | (2,855) | (12,411) |
Research and development expenses, net | 19,440 | 5,186 | 14,066 | 16,789 |
General, administrative and marketing expenses | 12,480 | 3,330 | 8,303 | 11,048 |
Operating loss | (15,312) | (4,084) | (20,753) | (27,545) |
Financial income | 1,650 | 440 | 253 | 93 |
Financial expenses | (225) | (60) | (380) | (441) |
Financial income (expenses), net | 1,425 | 380 | (127) | (348) |
Comprehensive loss | ₪ (13,887) | $ (3,704) | ₪ (20,880) | ₪ (27,893) |
Basic and diluted loss per ordinary share (NIS/USD) | (per share) | ₪ 0.06 | $ 0.02 | ₪ 0.16 | ₪ 0.28 |
Weighted average ordinary shares outstanding | 219,229,229 | 219,229,229 | 133,187,048 | 100,624,945 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity ₪ in Thousands, $ in Thousands | ILS (₪) | USD ($) | Ordinary sharesILS (₪) | Ordinary sharesUSD ($) | Additional paid in capital and warrantsILS (₪) | Additional paid in capital and warrantsUSD ($) | Accumulated deficitILS (₪) | Accumulated deficitUSD ($) |
Balance at Dec. 31, 2015 | ₪ 9,779 | ₪ 2,665 | ₪ 140,704 | ₪ (133,590) | ||||
Comprehensive loss for the year | (27,893) | (27,893) | ||||||
Share-based compensation to employees and consultants | 3,572 | 3,572 | ||||||
Proceeds from issuance of shares and options, less issuance expenses | 18,505 | 510 | 17,995 | |||||
Issuance of shares, See Note 13(A)(1)(D) | 1,197 | 32 | 1,165 | |||||
Balance at Dec. 31, 2016 | 5,160 | 3,207 | 159,864 | (157,911) | ||||
Comprehensive loss for the year | (20,880) | (20,880) | ||||||
Share-based compensation to employees and consultants | 4,970 | 32 | 529 | 4,409 | ||||
Proceeds from issuance of shares and warrants, net of issuance expenses | 16,215 | 1,457 | 14,758 | |||||
Exercise of warrants into shares | 3,618 | 302 | 3,316 | |||||
Balance at Dec. 31, 2017 | 9,083 | $ 2,423 | 4,998 | $ 1,333 | 178,467 | $ 47,617 | (174,382) | $ (46,527) |
Comprehensive loss for the year | (13,887) | (3,704) | (13,887) | (3,704) | ||||
Share-based compensation to employees and consultants | 3,639 | 970 | 6 | 2 | 24 | 6 | 3,609 | 962 |
Conversion of Debentures to Prepaid warrants | 12,708 | 3,391 | 12,708 | 3,391 | ||||
Conversion of Prepaid warrants to Ordinary shares | 248 | 66 | (248) | (66) | ||||
Proceeds from issuance of shares, net of issuance expenses | 6,383 | 1,703 | 464 | 124 | 5,919 | 1,579 | ||
Balance at Dec. 31, 2018 | ₪ 17,926 | $ 4,783 | ₪ 5,716 | $ 1,525 | ₪ 196,870 | $ 52,527 | ₪ (184,660) | $ (49,269) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016ILS (₪) | |
Proceeds from issue of shares and options, less issue expenses | ₪ 1,327 | |||
Proceeds from issue of shares and warrants, net of issue expenses | ₪ 634 | |||
Proceeds from issue of shares, net of issue expenses | ₪ 350 | $ 93 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016ILS (₪) | |
Cash flows from operating activities: | ||||
Net cash used in operations (see Appendix A) | ₪ (4,665) | $ (1,245) | ₪ (17,884) | ₪ (19,357) |
Net cash used in operating activities | (4,665) | (1,245) | (17,884) | (19,357) |
Cash flows from investing activities: | ||||
Restricted deposits | (620) | (166) | ||
Purchase of property and equipment | (2,983) | (796) | (447) | (492) |
Net cash used in investing activities | (3,603) | (962) | (447) | (492) |
Cash flows from financing activities: | ||||
Proceeds from issuance of shares, warrants and debentures, less issuance expenses | 9,999 | 2,668 | 29,030 | 18,505 |
Exercise of options and warrants into shares | 3,618 | |||
Loan received | 210 | 57 | ||
Loan paid | (42) | (11) | ||
Payments made for equipment on financing terms | (252) | (67) | (253) | (19) |
Net cash provided by financing activities | 9,915 | 2,647 | 32,395 | 18,486 |
Increase (Decrease) in cash and cash equivalents | 1,647 | 440 | 14,064 | (1,363) |
Cash and cash equivalents at the beginning of the year | 17,817 | 4,754 | 3,797 | 5,317 |
Exchange differences on cash and cash equivalents | 601 | 160 | (44) | (157) |
Cash and cash equivalents at the end of the year | 20,065 | 5,354 | 17,817 | 3,797 |
A. Net cash used in operations: | ||||
Comprehensive loss for the year | (13,887) | (3,704) | (20,880) | (27,893) |
Adjustments for: | ||||
Depreciation and amortization | 1,472 | 392 | 1,050 | 864 |
Share-based compensation to employees and consultants | 5,169 | 1,379 | 4,970 | 3,572 |
Exchange differences on cash and cash equivalents | (601) | (160) | 44 | 157 |
Changes in fair value of financial instruments | (891) | (238) | (35) | |
Exchange differences on restricted deposit | (41) | (11) | 54 | 8 |
Total net cash used in operations | (8,779) | (2,342) | (14,797) | (23,292) |
Changes in operating asset and liability items: | ||||
Increase in trade receivables | (1,579) | (421) | (137) | (544) |
Increase in inventory | (2,352) | (628) | (213) | (487) |
Decrease (increase) in other receivables (including long-term receivables) | 784 | 209 | 101 | (95) |
Increase (decrease) in trade payables (including long-term payables) | (400) | (107) | (2,239) | 2,498 |
Increase in accrued liabilities and other payables | 370 | 99 | 379 | 382 |
Increase in contract liabilities (including long term contract liabilities) | 7,309 | 1,950 | ||
Increase (decrease) in royalties to the IIA | (18) | (5) | (978) | 2,181 |
Total changes in operating asset and liability | 4,114 | 1,097 | (3,087) | 3,935 |
Net cash used in operations | (4,665) | (1,245) | (17,884) | (19,357) |
B. Non-cash investing and financing activities | ||||
Acquisition of fixed assets against issuance of shares and credit See Note 13(A)(1)(C). | 1,678 | |||
Conversion of Debentures to pre-paid warrant | 12,708 | 3,391 | ||
Conversion of pre-paid warrants to ordinary shares | ₪ 248 | $ 66 |
General
General | 12 Months Ended |
Dec. 31, 2018 | |
General [Abstract] | |
GENERAL | NOTE 1—GENERAL A. CollPlant Holdings Ltd. is a regenerative medicine company focused on developing and commercializing tissue repair products, initially for three-dimensional bio-printing of tissues and organs, dermal fillers for, aesthetics, orthobiologics and advanced wound care markets. CollPlant’s products are based on its rhCollagen, a form of human collagen produced with CollPlant’s proprietary plant-based genetic engineering technology. The Company sales includes sales of (i) the BioInk product for the development of 3D bioprinting of organs and tissues and (ii) sales in Europe of the products for tendinopathy and wound healing, that received during 2016 a CE approval that enables their marketing in Europe. The Company operates through CollPlant Ltd., a wholly-owned subsidiary (CollPlant Holdings Limited and CollPlant Ltd. will be referred to hereinafter as “the Company” and “CollPlant”, respectively). The address of the Company’s registered office is 4 Oppenheimer St., Science Park, Rehovot, Israel. Since January 31, 2018, the Company’s American Depositary Shares (“ADSs”) commenced trading on the Nasdaq Capital Market. Each ADS represents 50 ordinary shares. On October 29, 2018 the Company’s ordinary shares delisted from the Tel Aviv Stock Exchange (“TASE”). The Company has an accumulated deficit as of December 31, 2018, as well as a history of net losses and negative operating cash flows in recent years. The Company has an accumulated deficit of approximately NIS 184.7 million as of December 31, 2018. The Company expects to continue incurring losses and negative cash flows from operations until its products (primarily BioInk) reach commercial profitability. As a result of these expected losses and negative cash flows from operations, along with the Company’s current cash position, the Company does not have sufficient cash to meet its liquidity requirements for the following twelve months. Consequently, there is substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans include the continued commercialization of the Company’s products and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and raising capital, it may need to reduce activities, curtail or cease operations. B. Convenience translation into U.S. dollars (“dollars”, “USD” or “$”) For the convenience of the reader, the reported New Israeli Shekel (“NIS”) amounts as of December 31, 2018 and for the year then ended have been translated into U.S. dollars at the Bank of Israel’s representative rate of exchange for December 31, 2018 ($1 = NIS 3.748). The dollar amounts presented in these financial statements should not be construed as representing amounts that are receivable or payable in dollars or convertible into dollars, unless otherwise indicated. C. Approval of financial statements These consolidated financial statements were approved by the board of directors on March 31, 2019. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SIGNIFICANT ACCOUNTING POLICIES A. Basis of presentation of the financial statements The Company’s financial statements as of December 31, 2017 and 2018 and for each of the three years ended on December 31, 2018 comply with International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”) applicable to companies reporting under IFRS, as issued by the International Accounting Standard Board (“IASB”). The significant accounting policies described below have been applied consistently to all the years presented, unless otherwise stated. The consolidated financial statements have been prepared on the basis of historical cost except for debentures and derivatives at fair value. The preparation of financial statements that comply with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment when applying the Company’s accounting policies. Note 3 provides disclosure of areas involving a considerable degree of judgment or complexity, or areas where assumptions and estimates have a material effect on the financial statements. Actual results may differ materially from the estimates and assumptions used by the Company’s management. B. Consolidated financial statements A subsidiary is an entity over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. The subsidiaries are deconsolidated from the date that control ceases. C. Translation of foreign currency balances and transactions: 1) Functional currency and presentation currency Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates (“Functional Currency”). The financial statements are stated in NIS, which is the Functional Currency and presentation currency of the Company and its subsidiary. 2) Transactions and balances Transactions in currencies other than the functional currency (“Foreign Currencies”) are translated into the Functional Currency at exchange rates at the dates of transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in Foreign Currencies are recognized in the profit or loss for the year. Gains and losses arising from changes in exchange rates are recognized in the statement of comprehensive loss under “Financing expenses (income), net”. D. Property and equipment 1) All property and equipment (including leasehold improvements) are stated at historical cost less accumulated depreciation and impairment. Historical cost of an item of property and equipment includes: a. Its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discount and rebates. b. Any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Repairs and maintenance are charged to the statements of comprehensive loss during the period in which they are incurred. 2) The assets are depreciated using the straight-line method to allocate their cost over their estimated useful lives, as follows: Leasehold improvements Years Computer equipment 3 Greenhouse equipment* 4 - 10 Office furniture 7 - 17 Laboratory equipment 4 - 5 5 Vehicles 4-7 * Greenhouse equipment—agricultural equipment used in the tobacco production greenhouse. Leasehold improvements are depreciated over the lease period or the expected useful life of the improvements, whichever is shorter. Impairment of the asset to its recoverable amount is recognized as incurred, if the carrying amount of the asset is greater than its estimated recoverable amount (see also section F below). 3) Gains or losses on disposals are determined by comparing net proceeds with the carrying amount. These are included in the statement of comprehensive loss. E. Intangible assets 1) In process research and development (“IPR&D”) Acquired IPR&D is presented based on the fair value at the date of the acquisition and up to December 31, 2015 (see below), was not depreciated. Such asset was tested annually for impairment, see section F below. The assessment was carried out more frequently if there were indications of impairment. Up to December 31, 2015, during the research and development period, this intangible asset was not amortized. Commencing 2016, the said asset is available for use and therefore is amortized on a straight-line basis until the end of the period of the patent for the know-how (approximately 10 years). For information about impairment of non-monetary assets, see F below. 2) Software Acquired software licenses are capitalized on the basis of the cost incurred to acquire and implement the specific software. These costs are amortized on a straight-line basis over the estimated useful life of licenses (3 years). 3) Research and development (“R&D”) Research expenses are recognized as an expense as incurred. Costs incurred for development projects (referring to design and testing of new or improved products) are recognized as intangible assets when the following conditions exist: ● It is technically feasible to complete the intangible asset so that it will be available for use; ● Management intends to complete the development of the intangible asset and to use or sell the asset; ● The intangible asset can be used or sold; ● It can be demonstrated how the intangible asset will generate probable future economic benefits; ● There are adequate technical, financial and other resources to complete development and to use or sell the intangible asset; ● The expenditure attributable to the intangible asset can be reliably measured during its development. Other development costs that do not meet these criteria are recognized as an expense when incurred. Development costs previously recognized as an expense are not recognized as an asset in subsequent periods. As of December 31, 2018, the Company has not met the rules for capitalizing development costs as an intangible asset and accordingly, no asset whatsoever has been recognized in the financial statements for such costs. F. Impairment of non-monetary assets Assets that have indefinite useful life are not subject to amortization and are tested annually (or when there are indicators for impairment-see below) for impairment. All non-monetary assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount of an asset is the higher of its fair value less costs to sell and value in use. For the purpose of assessing impairment, assets are grouped together at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. For the years ended December 31, 2016, 2017 and 2018, no impairment has been recognized. G. Government grants Government grants, which are received from the Israel Innovation Authority (“IIA”) (formerly known as the Israeli Office of Chief Scientist or OCS) by way of participation in research and development that is conducted by the Company, fall within the scope of “forgivable loans,” as set forth in International Accounting Standard 20 “Accounting for Government Grants and Disclosure of Government Assistance” (“IAS 20”). As approved by the IIA, the grants are received in installments as the program progresses. The Company recognizes each forgivable loan on a systematic basis at the same time the Company records, as an expense, the related research and development costs for which the grant is received, provided that there is reasonable assurance that: (a) the Company complies with the conditions attached to the grant, and (b) the grant will be received (usually upon receipt of approval notice). The amount of the forgivable loan is recognized based on the participation rate approved by the IIA; thus, a forgivable loan is recognized as a receivable when approved research and development costs have been incurred before grant funds are received. If at the time of grant approval there is reasonable assurance that the Company will comply with the forgivable loan conditions attached to the grant, and that the Company will not pay royalties to IIA, grant income is recorded against the related research and development expenses in the statements of comprehensive loss. If at the time of grant or in subsequent periods, it is not reasonably assured that royalties will not be paid to the IIA, the Company recognizes a liability that is measured based on the Company’s best estimate of the amount required to settle the Company’s obligation at the end of each reporting period. H. Cash and cash equivalents Cash and cash equivalents include cash on hand and short-term bank deposits, and other short-term highly liquid investments with original maturities of three months or less. I. Inventory Inventory is measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in first-out (FIFO) principle. In the case of purchased goods and work in process, costs include design, raw materials, direct labor, other direct costs and fixed production overheads (based on the normal operating capacity of the production facilities). Net realizable value is the estimated selling price in the ordinary course of business, less variable attributable selling expenses. J. Share capital and other equity instruments The Company’s ordinary shares are classified as share capital. Incremental costs directly attributable to the issue of new shares or warrants are recognized in equity as a deduction of issue proceeds. Pre-paid warrants (that their exercise price was prepaid) that upon exercise will be converted into fixed amount of ordinary shares – are classified as equity instruments in the statements of financial position. K. Trade payables Trade payables include the Company’s liabilities to pay for goods or services purchased from suppliers in the ordinary course of business. Trade payables are classified as current liabilities if payment is due within one year, otherwise they are recognized as non-current liabilities. Trade payables are recognized initially at fair value and subsequently measured at amortized cost based on the effective interest method. L. Deferred taxes The Company recognizes deferred taxes based on the liability method, for temporary differences between the carrying amounts of assets and liabilities included in the consolidated financial statements and the amounts used for tax purposes. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. In addition, deferred taxes are not recognized if the temporary differences arise on initial recognition of an asset or a liability, other than in a business combination, which, at the time of the transaction, have no effect on profit or loss—whether for accounting or tax purposes. The amount of deferred taxes is determined in accordance with the tax rates (and tax laws) that have been enacted or substantively enacted as at the date of the statement of financial position and are expected to apply when the deferred tax assets will be realized or when the deferred tax liabilities will be settled. Deferred tax assets are recognized for deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. In the absence of a forecast of future taxable income, a deferred tax asset was not recognized in the Company’s financial statements. M. Employee benefits 1) Liability for severance pay In accordance with labor laws and labor agreements in effect, the Company and its subsidiary are required to pay severance and pension benefits to employees who are dismissed or retire under certain circumstances. The said liability to pay pension and severance pay is related to employees in Israel who are covered by Section 14 of the Severance Pay Law, and is covered by regular contributions to defined contribution plans. The amounts contributed are not included in the statement of financial position. 2) Vacation and recreation pay By law, all employees are entitled to vacation and recreation pay, calculated on a monthly basis. The right is based on the employment period. N. Revenue recognition General As of January 1, 2018, the Company has applied IFRS 15 using the modified retrospective approach, in accordance with the transitional directive, which allows recognition of the cumulative effect of the initial application as an adjustment to the opening balance of equity of initial application. The initial implementation of IFRS 15 did not have a material effect on the consolidated financial statements of the Company. IFRS 15 introduces a five-step model for recognizing revenue from contracts with customers, as follows: (1) Identifying the contract(s) with the customer. (2) Identifying the separate performance obligations in the contract. (3) Determining the transaction price. (4) Allocating the transaction price to separate performance obligations in the contract. (5) Recognizing revenue when (or as) each of the performance obligations is satisfied. Revenue from the sale of goods Revenue from sale of goods is recognized in profit or loss at the point in time when the control of the goods is transferred to the customer, generally upon delivery of the goods to the customer. The goods are products based on the Company’s rhCollagen, and includes the BioInk product for the development of 3D bioprinting of organs and tissues and products for tendinopathy and wound healing. Revenue from rendering of services Revenue from rendering of services is recognized over time, during the period the customer simultaneously receives and consumes the benefits provided by the Company’s performance. Under the Company’s service contracts, the Company has a right to consideration from the customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. Therefore, the Company utilizes the practical expedient in IFRS 15 and recognizes revenue in the amount to which the Company has a right to invoice. The Company charges its customers based on payment terms agreed upon in specific agreements. When payments are made before or after the service is performed, the Company recognizes the resulting contract asset or liability. Revenues from licensing agreement On October 19, 2018, the Company signed a License, Development and Commercialization Agreement (the “License Agreement”) with Lung Biotechnology PBC (“LB”), a public benefit corporation and wholly-owned subsidiary of United Therapeutics Corporation, pursuant to which LB will be entitled to develop engineered lungs or lung substitutes using CollPlant’s rhCollagen and BioInk (see also Note 13(c)). According to IFRS 15, a performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services. Goods and services that are not distinct are bundled with other goods or services in the contract until a bundle of goods or services that is distinct is created. A good or service promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Options granted to the customer that do not provide a material right to the customer that it would not receive without entering into the contract do not give rise to performance obligations. The Company has identified the following performance obligations in the License Agreement: (1) grant of the license and use of its IP (“License”); and (2) a limited quantity of BioInk to be supplied over a specific time frame (“First BioInk”). The License is distinct as the licensee is able to benefit from the license on its own at its current stage (inter alia, due to sublicensing rights, option services can be obtained from other experts in the field and not necessarily from the Company, etc.). In addition, the Company has identified several options in the License Agreement. However, neither of the options provides a material right to the customer and therefore, neither of the said options give rise to a performance obligation. The said options are: (1) grant of two years option to extend the License to additional organs or organ substitutes (“Products Option”); (2) one-year right of first refusal to receive an exclusive license relating to the option products (“Right of First Refusal”); (3) option for the purchase of additional BioInk that may be supplied (“Additional BioInk”); and (4) option for the purchase of consulting services (“Consulting Services”). The transaction price included an up-front paid amount of $5.0 million and reimbursement for part of the costs related to the IIA in an amount of $1.0 million, as well as variable considerations contingent upon LB achieving certain milestones, sales-based royalties and additional reimbursement of costs related to payments made by CollPlant to the IIA (“Variable Consideration”). IFRS 15 defines the ‘Transaction Price’ as the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services to a customer. The Company allocates the transaction price to each performance obligation identified based on the standalone selling prices of the goods or services being provided to the customer. The stand-alone selling price is the price at which the Company would sell the promised goods or services separately to a customer. When the stand-alone selling price is not directly observable by reference to similar transactions with similar customers, the Company applies suitable methods for estimating the stand-alone selling price. In addition, as stated above, Variable Consideration is included in the transaction price at its “most likely outcome” and only to the extent that it is highly probable that a significant reversal in the amount of revenue recognized will not occur when the uncertainty associated with the Variable Consideration is subsequently resolved. With respect to the Variable Consideration: a) Sales-based royalties are not included in the transaction price. Rather, they are recognized as incurred, due to the specific exception of IFRS 15 for sales-based royalties in licensing of intellectual properties. b) The Variable Consideration is related to LB achieving certain milestones, including the related reimbursement of part of the IIA royalties. Since the Company estimates that the “most likely outcome” of these milestones would not be achieved, it is not included in the transaction price. The said Variable Consideration will be recognized only when the “most likely outcome” would be that milestones will be achieved and it would be highly probable that a significant reversal of revenues will not occur, usually only upon achievement of the specific milestone. The following are the details of the allocation of the transaction price (which does not include the Variable Consideration) to the various performance obligations in the Agreement: a) The First BioInk was allocated with its stand-alone selling price, which is the observable price of the BioInk when the Company sells it separately. b) The License was allocated with an estimated stand-alone selling price, based on the residual approach, since the Company has not yet established a price for that license and the license has not previously been sold on a stand-alone basis (i.e. the selling price is uncertain), as well as the related IIA royalties reimbursement. The License performance obligation is considered a right to use IP in accordance with IFRS 15. Therefore, the transaction price allocated to it was recognized at a point in time, upon transfer of control over the License to LB. The transaction price allocated to the First BioInk is recognized at the point in time when the control of the BioInk is transferred to LB, generally upon delivery of the BioInk to LB. The Company considered whether the transaction price allocated to the First BioInk includes a financing component and concluded that the financing component is not material. O. Share-based payment The Company has a share-based payment plan for employees and service providers, settled by the Company’s equity instruments, whereby the Company receives services from employees and service providers in exchange for the Company’s equity instruments (options or shares). The fair value of services received from employees and service providers in exchange for the equity instruments is recognized as an expense in the statements of comprehensive loss. With respect to options granted to employees the total amount recognized as an expense in statements of the comprehensive loss is based on the fair value of the options granted, without taking into account the effect of service conditions and non-market vesting conditions. With respect to options granted to service providers and suppliers, the fair value of the grant is determined in accordance with the fair value of the service or goods received. Non-market vesting conditions are included in the assumptions used to estimate the number of options expected to vest. The total expense is recognized in the vesting period, which is the period for fulfillment of all the defined vesting terms of the share-based payment arrangement. At each reporting date, the Company adjusts its estimates of the number of options that are expected to vest, based on the non-market vesting conditions, and recognizes the effect of the change compared to original estimates, if any, in the statement of comprehensive loss, and a corresponding adjustment in equity. When exercising the options, the Company issues new shares, the proceeds, net of directly attributable transaction costs, are recognized in share capital (par value) and additional paid in capital. P. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments. The Company operates in one operating segment. Q. Leases Lease agreements in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made in connection with operating leases are recognized in profit or loss using the straight-line basis over the term of the lease. R. Financial instruments: As of January 1, 2018, the Company adopted IFRS 9 “Financial Instruments”. The initial adoption of IFRS 9 did not have a material effect on the consolidated financial statements of the Company. (a) Financial assets 1) Classification The financial assets of the Company are classified as financial assets at amortized cost. The classification is done on the basis of the Company’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. Financial assets at amortized cost are assets held within a business model whose objective is to hold assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortized cost are included in current assets, except for those with maturities greater than 12 months after the statements of financial position date (for which they are classified as noncurrent assets). Financial assets at amortized cost of the Company are included in trade receivables and other receivables in the Statements of Financial Position. 2) Recognition and measurement Regular purchases and sales of financial assets are recognized on the settlement date, which is the date on which the asset is delivered to the Company or delivered by the Company. Investments are initially recognized at fair value plus transaction costs for all financial assets not recorded at fair value through profit or loss, except for trade receivables, that are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components. Financial assets measured at fair value through profit or loss are initially recognized at fair value, related transaction costs are expensed to profit or loss. Financial assets are derecognized when the rights to receive cash flow from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets at fair value through profit or loss are subsequently recorded at fair value. Financial assets at amortized cost are measured in subsequent periods at amortized cost using the effective interest method. Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the Statement of Comprehensive Loss under “Financial Expenses (Income), net”. As to methods for measurement of the Company’s financial instruments, see note 4. 3) Impairment The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost. At each reporting date, the Company assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. If the financial instrument is determined to have low credit risk at the reporting date, the Company assumes that the credit risk on a financial instrument has not increased significantly since initial recognition. The Company measures the loss allowance for expected credit losses on trade receivables that are within the scope of IFRS 15 and on financial instruments for which the credit risk has increased significantly since initial recognition based on lifetime expected credit losses. Otherwise, the Company measures the loss allowance at an amount equal to 12-month expected credit losses at the current reporting date. Prior to the effective date and adoption of IFRS 9, the financial assets of the Company were classified into loans and receivables. The classification depended on the purpose for which the financial assets were acquired, also, prior to the adoption of IFRS 9, the Company assessed at December 31, 2017 whether there is any objective evidence that a financial asset or group of financial assets was impaired. (b) Financial liabilities (1) General Financial liabilities are initially recognized at their fair value minus, in the case of a financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the issue of the financial liability. Financial liabilities are subsequently measured at amortized cost, except for derivative financial instruments, which are subsequently measured at fair value through profit or loss (see below). Financial liabilities are classified as current liabilities if payment is due within one year or less, otherwise they are classified as non-current liabilities. The Company’s financial liabilities at amortized cost are included in accounts payable, accrued liabilities and other and deferred revenues. The derivative financial instruments represent warrants that confer the right to net share settlement. The Company removes a financial liability (or a part of a financial liability) from its statement of financial position when, and only when, it is extinguished (when the obligation specified in the contract is discharged, canceled or expired). (2) Financial liabilities at fair value through profit or loss. Warrants, convertible debentures allotted to investors that contain an anti-dilution protection right and other rights, as well as anti-dilution derivative related to shares issued (see also Notes 12 and 14) are classified, in accordance with IAS 32 as “financial liabilities” since the number of shares that will be issued upon their settlement is not fixed. As the aforementioned liabilities are non-equity derivative financial instruments, they are measured, in accordance with IFRS 9, as financial liabilities at fair value through profit or loss. In accordance with IFRS 9, the Company elected to designate, upon initial recognition, the entire hybrid (combined) debenture (that includes the host debenture contract and the anti-dilution protection) and warrants as a financial liability at fair value through profit or loss. The said liabilities are measured at their fair value at each date of the balance sheet, with changes in their fair value recorded to “financial expenses (income), net” in the consolidated statements of comprehensive loss. For those liabilities for which, upon initial recognition, the transaction price is different than their fair value – the liability is initially recognized at fair value adjusted to defer the difference between the fair value at initial recognition and the transaction price (“Day 1 Loss”), as the Company uses valuation techniques that incorporate data not obtained from observable markets. After initial recognition, the unrecognized Day 1 Loss of the said liabilities is amortized on a straight line basis over the term that market participants would take into account when pricing the liability. Any unrecognized Day 1 Loss is immediately recognized in profit or loss if the fair value of the financial instrument in question can be determined either by using only market observable model inputs or by reference to a quoted price for the same product in an active market. Upon exercise of convertible debenture for which an unrecognized a Day 1 Loss exists, the carrying amount of the convertible debenture (which is presented net of the unrecognized Day 1 Loss) is reclassified to equity with no impact on profit or loss. Transaction costs allocated to financial liabilities measured at fair value through profit or loss are recognized immediately in profit or loss. S. Loss per share Basic loss per share is generally based on the distributable loss to ordinary shareholders, divided by the weighted average number of ordinary shares outstanding in the period, net of shares held by the Company. When calculating diluted loss per share, the Company adjusts the loss attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares. Potential shares are only taken into account if their effect is dilutive (reduces earnings per share or increases loss per share). T. New standards and interpretations that are not yet in effect and have not been early adopted by the Company: 1) IFRS 16 “Leases” (“IFRS 16”) IFRS 16 was issued in January 2016. It will result in almost all leases being recognized on the balance sheet by lessees, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognized. The only exceptions are short-term and low-value leases. The Company has reviewed all of the Company’s arrangements that in effect in light of the new lease accounting rules in IFRS 16. The standard will affect primarily the accounting for the Company’s operating leases. The Company expects to recognize lease liabilities and a right of use assets of approximately NIS 13.0 million on January 1, 2019. The Company will apply the standard from its mandatory adoption date of January 1, 2019. The Company intends to apply the simplified transition approach and will not restate comparative amounts for the year prior to first adoption. The Company expects that, based on the Company’s lease agreements as of December 31, 2018, net loss will increase by approximately NIS 956,000 for 2019 as a result of adopting the new rules. Operating cash flows for 2019 will increase by approximately NIS 76,00 |
Significant Accounting Estimate
Significant Accounting Estimates and Judgments | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Estimates and Judgments [Abstract] | |
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS | NOTE 3—SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS A. Significant accounting estimates The Company makes estimates and assumptions with respect to the future. By nature, accounting estimates are rarely identical to actual results. The estimate that has a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year are discussed below: 1) Impairment indicators of IPR&D. The Company reviews whether events or changes in circumstances have occurred that indicate that the carrying amount of IPR&D may not be recoverable. In such cases an impairment test is performed. See also Note 2E(1). 2) Fair value measurement of debentures and warrants The fair value of the debentures and warrants is measured on the basis of accepted valuation models and assumptions regarding unobservable inputs used in the valuation models, see also Note 12. B. Significant judgments made when applying the Company’s accounting policy: 1) Grants from the IIA In accordance with the accounting treatment prescribed in Note 2G, the Company’s management is required to examine whether there is reasonable assurance that the grant that was received will be repaid. In addition, if, at the date of initial recognition, the grant is recognized in the statement of comprehensive loss, the Company’s management is required to evaluate whether there is reasonable assurance of the project’s success and of payment of royalties to the IIA. The Company’s management believes that as of December 31, 2018, there is reasonable assurance that royalties will be paid to the IIA and that their present value is NIS 1.2 million. This amount was recognized as a financial liability in the statement of financial position. 2) Development costs Development costs are capitalized in accordance with the accounting policy described in Note 2E(3). Capitalization of costs is based on management’s judgment about technological and economic feasibility. The Company’s management believes that as of December 31, 2018, the above conditions were not met, therefore development costs were not capitalized. 3) Revenue recognition With respect to the License Agreement (see Note 13C), the Company used its judgement to identify the Company’s promises in the agreement, whether the options included provide a material right to LB and whether the promises are a distinct performance obligation. In addition, the Company uses its judgement to determine the allocation of the transaction price between its identified distinct performance obligations. The Company uses its judgement to determine that the License in the License Agreement is the predominant item to which the royalty relates. In addition, Variable Consideration consists of potential future milestone payments. The Company determined that all such Variable Consideration shall be allocated to the License (the satisfied performance obligation). However, it will be recognized only when it would be highly probable that a significant reversal of cumulative revenues will not occur, usually upon achievement of the specific milestone. |
Financial Instruments and Finan
Financial Instruments and Financial Risk Management | 12 Months Ended |
Dec. 31, 2018 | |
Financial Instruments and Financial Risk Management [Abstract] | |
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT | NOTE 4—FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT Financial risk management: 1) Financial risk factors The Company’s activities expose it to diverse financial risks: currency risk, credit risk, and liquidity risk. The Company’s comprehensive risk management plan focuses on the unpredictability of financial markets and the attempt to minimize potential adverse effects on the Company’s financial performance. Risk management is carried out by the Company’s management under policies approved by the Board. A) Market risks Exchange rate risk The Company is exposed to exchange rate risks arising from exposure to various currencies, primarily the U.S. dollar. The exchange rate risk is due to future commercial transactions and assets or liabilities denominated in foreign currency. As of December 31, 2018, if the Company’s Functional Currency had depreciated by 5% against the U.S. dollar, and if all the other variables had remained constant, the loss for the year would have been higher by NIS 596,000 (December 31, 2017, NIS 350,000), mainly due to losses from exchange rate differences for translation of cash balances, other receivables and trade payables. B) Liquidity risk The Company has not yet generated profits or positive cash flows from its operating activities, and the continuation of its operations in the current format is subject to raising financing sources until a positive cash flow is generated from its operations. See also Note 1A. 2) Capital risk management The objectives of the Company’s capital risk management are to maintain the Company’s ability to continue as a going concern in order to provide shareholders with a return on their investment and to maintain an optimal capital structure to minimize the cost of capital. See also Note 1A. 3) Estimates of fair value A. Fair value measurement The Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs that are based on inputs not quoted on active markets but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. B. Estimates of fair value The following is an analysis of the financial instruments measured at fair value, according to valuation methods. Inputs for the assets and liabilities that are not based on observable market data (unobservable inputs) (Level 3). The Company’s financial liability at fair value through profit or loss is the obligation for warrants and anti-dilution derivatives. The following table presents the group’s financial liabilities measured at fair value, net of unrecognized Day 1 Loss: December 31, 2017 NIS Fair value of convertible debentures 14,015 Unrecognized Day 1 Loss (1,376 ) Debentures, net 12,639 December 31, 2018 NIS Fair value of warrants 4,736 Unrecognized Day 1 Loss (2,302 ) Warrants, net 2,434 C. Financial instruments in level 3 The following table presents the Level 3 instruments roll-forward during 2017: 2017 NIS Opening balance as of January 1, 2017 — Issuance (14,190 ) Profit from changes in fair value of financial instruments 34 Closing balance as of December 31, 2017 (14,156 ) The following table presents the Level 3 instruments roll-forward during 2018: 2018 NIS Opening balance as of January 1, 2018 (14,156 ) Issuance of Warrants (6,273 ) Conversion of debentures to pre-paid warrants 13,740 Profit from changes in fair value of financial instruments 1,590 Closing balance as of December 31, 2018 (1) (5,099 ) (1) Represents $4,736 thousand warrants and $363 thousand anti-dilution derivatives. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 5—CASH AND CASH EQUIVALENTS December 31 2017 2018 NIS Breakdown by currency: NIS 9,654 9,437 In foreign currency (mainly U.S. dollars) 8,163 10,628 17,817 20,065 |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2018 | |
Other Receivables [Abstract] | |
OTHER RECEIVABLES | NOTE 6—OTHER RECEIVABLES December 31 2017 2018 NIS Value added tax authorities 464 471 Receivables from IIA 1,294 375 Prepaid expenses 1,717 393 Other 68 14 3,543 1,253 Most financial balances are in NIS and are unlinked. The carrying amount of receivables is a reasonable approximation of their fair value since the effect of discounting is insignificant. The maximum exposure to credit risk as of December 31, 2018 for receivables that are financial assets is their carrying amount. The Company does not hold any collateral for these receivables. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Cost Accumulated depreciation Carrying Additions Carrying Carrying Additions Carrying Depreciated NIS in thousands NIS in thousands NIS Computer equipment 662 40 702 569 54 623 79 Office furniture 496 4 500 187 27 214 286 Laboratory equipment 5,183 284 5,467 3,726 400 4,126 1,341 Greenhouse equipment 2,982 — 2,982 2,459 254 2,713 269 Leasehold improvements 1,043 1,842 2,885 813 39 852 2,033 10,366 2,170 12,536 7,754 774 8,528 4,008 Costs Accumulated depreciation Carrying Additions Carrying Carrying Additions Carrying Depreciated NIS in thousands NIS in thousands NIS Computer equipment 702 16 718 623 44 667 51 Office furniture 500 1 501 214 27 241 260 Laboratory equipment 5,467 68 5,535 4,126 420 4,546 989 Greenhouse equipment 2,982 — 2,982 2,713 207 2,920 62 Leasehold improvements 2,885 362 3,247 852 175 1,027 2,220 12,536 447 12,983 8,528 873 9,401 3,582 Costs Accumulated depreciation Carrying Additions Carrying Carrying Additions Carrying Depreciated NIS in thousands NIS in thousands NIS Computer equipment 718 137 855 667 55 722 133 Office furniture 501 8 509 241 27 268 241 Laboratory equipment 5,535 188 5,723 4,546 410 4,956 767 Greenhouse equipment 2,982 - 2,982 2,920 44 2,964 18 Leasehold improvements 3,247 2,438 5,685 1,027 735 1,762 3,923 Vehicles - 212 212 - 20 20 192 12,983 2,983 15,966 9,401 1,291 10,692 5,274 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 8—INTANGIBLE ASSETS Composition of intangible assets and accumulated amortization, by principal groups, and the movements therein in 2016 Cost Accumulated depreciation Carrying Carrying Carrying Additions Carrying amount at end of year Depreciated NIS in thousands NIS in thousands NIS in thousands Software 104 104 103 1 104 — IPR&D 1,720 1,720 — 89 89 1,631 1,824 1,824 103 90 193 1,631 Composition of intangible assets and accumulated amortization, by principal groups, and the movements therein in 2017: Costs Accumulated amortization Carrying Carrying Carrying Addition Carrying Amortized NIS in thousands NIS in thousands NIS Software 104 104 104 — 104 - IPR&D 1,720 1,720 89 177 266 1,454 1,824 1,824 193 177 370 1,454 Composition of intangible assets and accumulated amortization, by principal groups, and the movements therein in 2018: Costs Accumulated amortization Carrying Carrying Carrying Addition Carrying Amortized NIS in thousands NIS in thousands NIS IPR&D 1,720 1,720 266 181 447 1,273 1,720 1,720 266 181 447 1,273 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 9—INCOME TAX A. Taxation of the Company and its subsidiary: Tax rates The income of the Company and its subsidiary is taxable at the regular rate of corporate tax in Israel. In January 2016, the Law for the Amendment of the Income Tax Ordinance (No. 216) was published, enacting a reduction of corporate tax rate beginning in 2016, from 26.5% to 25%. In December 2016, the Economic Efficiency Law (Legislative Amendments for Achieving Budget Objectives in 2017 and 2018), 2016 was published. The Law stipulates a further reduction in the rate of corporate tax, from 25% to 23%. However, the Law establishes a temporary order by which the corporate tax rate in 2017 will be 24%. As a result, the corporate tax rate applicable in 2017 was 24% and the corporate tax rate from 2018 onwards is 23%. The changes in the above tax rates have no effect on the Company’s financial statements. The corporate tax rate for 2018, 2017 and 2016 was 23%, 24% and 25%, respectively. B. Carry-forward tax losses Deferred tax assets for carry-forward tax losses are recognized if it is probable that the tax benefit will be realized through the existence of future taxable profits. The carry-forward losses of CollPlant Holdings Ltd. (without capital losses) as at December 31, 2018 and 2017 amounted to approximately NIS 12.6 million and NIS 11.1 million, respectively. The carry-forward losses of CollPlant Ltd. (without capital losses) as at December 31, 2018 and 2017 amounted to approximately NIS 152 million and NIS 148 million, respectively. Under Israeli tax laws, carryforward tax losses have no expiration date. The Company did not recognize deferred taxes on the losses of the Company and the subsidiary, as it is not probable that the carry-forward losses will be realized in the foreseeable future. C. Tax assessments In accordance with the Israeli Income Tax Ordinance, tax assessments filed by the Company and its subsidiary up to 2013 are considered final. D. Value added tax The Company and its subsidiary are registered as authorized dealers in Israel for VAT purposes. |
Accounts Payable
Accounts Payable | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Payable [Abstract] | |
ACCOUNTS PAYABLE | NOTE 10—ACCOUNTS PAYABLE December 31 2017 2018 NIS in thousands A. Trade payables: Breakdown by currency: NIS 1,923 1,656 In foreign currency (mainly U.S. dollars) 999 675 2,922 2,331 B. Composition of other payables: Employees and institutions for employees 1,148 1,445 Provisions for vacation and others 658 734 Other 190 187 1,996 2,366 The carrying amount of accounts payable is a reasonable approximation of their fair value since the effect of discounting is insignificant. |
Retirement Benefit Obligation
Retirement Benefit Obligation | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefit Obligation [Abstract] | |
RETIREMENT BENEFIT OBLIGATION | NOTE 11—RETIREMENT BENEFIT OBLIGATION The amount recognized as an expense for defined contribution plans in 2016, 2017 and 2018 is NIS 1,558 thousand NIS 1,378 thousand and NIS 1,627 thousand, respectively. |
Financing Agreement
Financing Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Financing Agreement [Abstract] | |
FINANCING AGREEMENT | NOTE 12—FINANCING AGREEMENT On September 6, 2017, the Company signed a securities purchase agreement (the “Alpha Purchase Agreement”) with Alpha Capital Anstalt (“Alpha”) , pursuant to which the Company agreed, upon the terms and subject to the conditions of the Alpha Purchase Agreement, to issue to Alpha, in a private placement, certain securities, in three tranches, as follows: (i) at the first closing, which was completed on October 26, 2017, ordinary shares and a Convertible Debenture (“Debenture”), for a purchase price of $2 million, (ii) at the second closing, which was completed on December 31, 2017 and which was subject, among other things, to approval of the private placement by the Company’s shareholders, a Debenture for a purchase price of $2 million, and (iii) at the third closing, which was completed on April 30, 2018, which was subject, among other things, to the listing of the Company’s ADSs for trading on the NASDAQ and to the receipt of shareholder and option holder approval to adopt the provisions of Chapter E3 of the Israeli Securities Law of 1968 (which allows the Company to report in Israel in accordance with U.S. reporting requirements) (“Dual Reporting Approval”), ordinary shares and/or a Debenture for a purchase price of $1 million, and a warrant (the “Alpha Warrant”) to purchase 49,607,407 ordinary shares represented by 992,148 ADSs exercisable for a period of five years from the date of issuance at an exercise price of the US dollar equivalent of NIS 36.14379 per ADS (calculated in accordance with the known representative rate of exchange on the date of the notice of exercise). On October 26, 2017, upon the completion of the first closing, the Company issued to Alpha 7,280,000 ordinary shares and a Debenture in the principal amount of $1,375,144, for gross proceeds of $2,000,000. On December 31, 2017, upon completion of the second closing, the Company issued a Debenture in the principal amount of $2,000,000 for gross proceeds of $2,000,000. The Debentures were convertible at any time at the option of the holder into ADSs at a conversion price of the US dollar equivalent of NIS 15.3897 (calculated in accordance with the rate of exchange of NIS 3.586 per $1.00) per ADS. In addition, the Debenture was mandatorily convertible at the then effective conversion price without regard to any beneficial ownership limitation if (i) the ADSs or the Company’s ordinary shares are approved for listing on the Nasdaq stock market, and (ii) certain equity conditions are met, and provided that the holder may elect to convert the Debenture in whole or in part to a pre-paid warrant to purchase such number of ADSs otherwise issuable upon mandatory conversion of the Debenture. On January 31, 2018, Debentures in the aggregate principal amount of $3,375,144 were automatically converted into a pre-paid warrant to purchase 39,322,742 ordinary shares represented by 786,455 ADSs. On April 30, 2018, the Company completed the third closing of the Alpha Purchase Agreement, which resulted in the issuance to Alpha of a pre-paid warrant to purchase 9,921,482 ordinary shares represented by 198,430 ADSs and the Alpha Warrant to purchase up to 49,607,407 ordinary shares represented by 992,149 ADSs, at an exercise price of NIS 36.14 per ADS ($10.28 per ADS), for gross proceeds of $1 million. As the Alpha Warrant includes an anti-dilution protection and other rights, they are classified as financial liabilities measured at fair value through profit or loss at each reporting period. In 2018, Alpha converted a pre-paid warrant to purchase 8,250,000 ordinary shares into 8,250,000 ordinary shares represented by 165,000 ADSs. As part of the first and second closings, and included within the ordinary shares and Debentures issued at the first and second closings, the Company issued an aggregate of 1,080,503 ordinary shares and Debentures convertible into 5,836,313 ordinary shares in connection with services Alpha provided to the Company. These issuances, having a fair market value of NIS 3.0 million, were accounted as share based compensation. NIS 1.5 million was recognized as an expense within “general, administrative and marketing expenses” in the statements of comprehensive loss in 2017 and 2018, respectively. Under the Alpha Purchase Agreement, Alpha was also granted certain rights, including, among other things, anti-dilution protection until October 26, 2019 in the event of certain subsequent equity issuances at a price that is lower than the then applicable per ordinary share purchase price. This right is accounted for as a derivative liability. Accordingly, it is presented as a component of non-current liabilities and is measured at fair value each reporting period and presented in the statements of financial position within non-current liabilities, see Note 2R. The Warrants are initially recognized at fair value adjusted to defer the difference between the fair value at initial recognition and the transaction price (“Day 1 Loss”), as the Company uses valuation techniques that incorporate data not obtained from observable markets. As for the accounting treatment of the Day 1 Loss - see Note 2R. The financial instruments recognized on the Company’s statements of financial position as of December 31, 2017 and 2018, are as follows: 1) Derivatives – comprised of an anti-dilution protection on 37,320,978 and 27,399,497 ordinary shares as of December 31, 2018 and 2017, respectively. The derivative is presented in the Company’s balance sheets on a fair value basis in the amount of NIS 363,186 and 140,875 as of December 31, 2018 and 2017, respectively. The derivative fair value is determined by using a put option Model. The following table presents the assumptions that were used for the models as of December 31, 2017: Alpha Meitav Dash and Ami Sagi* Probability 5 % 5 % Expected volatility 64.35 % 65.64 % Risk free interest rate 0.185 % 0.187 % Expected term (years) 2 2 The following table presents the assumptions that were used for the models as of December 31, 2018: Alpha Meitav Dash and Ami Sagi* Probability 5 % 5 % Expected volatility 57.33 % 53.31 % Risk free interest rate 0.47 % 0.55 % Expected term (years) 0.82 0.99 * See Note 14(A)(10) and (11) 2) Warrants - to purchase up to 49,607,407 ordinary shares and include an anti-dilution protection right and other rights as of December 31, 2018. The warrants are presented in the Company’s statement of financial position at fair value basis in the amount of NIS 2,434 thousand, net of unrecognized Day 1 Loss in the amount of NIS 2,302 thousands, see note 4. The warrants fair value is determined by using the B&S model. The following table presents the assumptions that were used for the model as of December 31, 2018: Warrants Fair value of Warrant– NIS 0.0955 Expected volatility 63.79 % Risk free interest rate 1.47 % Expected term (years) 4.33 Expected dividend yield 0 % 3) Debentures - convertible debentures which are convertible into 39,322,742 prepaid warrants and contain an anti-dilution protection right and other rights as of December 31, 2017. The Debentures are presented in the Company’s statement of financial position at fair value basis in the amount of NIS 12,639 thousand, net of unrecognized Day 1 Loss in the amount of NIS 1,376 thousand. The Debentures’ fair value is determined by using an Asian put option model. The following table presents the assumptions that were used for the models as of December 31, 2017: First Second closing Debenture Debenture Fair value of shares of common stock - NIS 0.43 0.43 Expected volatility 64.56 % 61.29 % Discount on lack of marketability 20.4 % 20.2 % Risk free interest rate 0.17 % 0.19 % Expected term (years) 1.82 2 Expected dividend yield 0 % 0 % |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingent Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 13—COMMITMENTS AND CONTINGENT LIABILITIES A. Agreements: 1) Operating lease agreements: A) On November 15, 2018, the Company signed a new lease agreement for the Company’s new offices located in Rehovot. The lease is for five years and five months in return for a monthly payment of NIS 89 thousand, with an option to extend for five additional years. In addition, as part of the lease agreement the Company will not carry the rent monthly payment during the first five months of the lease agreement and will be reimbursed for its building adjustments costs in the amount of NIS 2,500 thousand. As collateral for the lease agreement, a restricted deposit was pledged in favor of the property owner. The balance of the restricted deposit as of December 31, 2018 amounts to NIS 580 thousand. The deposit is classified as a non-current asset. B) In 2017, an agreement was signed to extend the lease of the Company’s offices, which commenced in June 2008. The lease term ended on August 18, 2018, and the Company signed an amendment to extend the lease until March 31, 2019. The monthly rent amounts to NIS 54 thousand. As collateral for the lease agreement, a restricted deposit was pledged in favor of the property owner. The balance of the restricted deposit as of December 31, 2018 amounts to NIS 544 thousand. The deposit is classified as current asset. C) In April 2007, the Company signed an agreement with a third party for lease of land in Yessod Hamaala. The lease term ended on April 30, 2017. On July 4, 2017, the Company signed a new agreement for four years with an option for extension of another 6 years. The lease term began on May 1, 2017. The annual rent amount is NIS 120 thousand. D) On July 28, 2016, the Company signed a lease agreement for additional space designated for its development and production activities. The lease is for three years with an option to extend for four additional years, in return for a monthly payment of NIS 30 thousand. In addition, as part of the lease agreement, the Company acquired equipment and clean rooms for the Company’s operations for NIS 1,849 thousand. Out of the aforementioned total consideration an amount of NIS 1,197 thousand was paid by issuing 1,067,916 ordinary shares of the Company and a total of NIS 525 thousand was on credit and will be repaid in cash over the term of the lease. The Company intends to exercise its first option to extend the lease period. 2) Commitment to pay royalties to the Government of Israel The Company is committed to pay royalties to the Government of Israel on proceeds from sales of products in the research and development of which the Government participates by way of grants through the IIA. At the time the grants were received, successful development of the related project was not assumed. In the case of failure of the project that was partly financed by the Government of Israel, the Company is not obligated to pay any such royalties. Under the terms of Company’s funding from the Israeli Government, royalties of 3%-3.5% are payable on sales of products developed from projects so funded up to 100% of the amount of the grant received by the Company (dollar linked) with the addition of an annual interest based on Libor. The updated estimate of the Company as of December 31, 2018 is that royalties will be paid to the IIA and that their present value is NIS 1,228 thousand. This amount was recognized as a financial liability in the statement of financial position (NIS 1,185 thousand within long-term liabilities, and the remainder within current liabilities). As of December 31, 2018, the fair value of that liability is not materially different from its carrying amount. As of December 31, 2018, the maximum royalty amount that would be payable by the Company, before additional Libor interest, is approximately NIS 31.8 million (assuming 100% of the funds are payable). During 2018, grants amounting to NIS 2.2 million were received from the IIA. The participation of IIA in research and development expenses is presented net of expenses to pay royalties and remeasurement of the IIA liability and amounted to NIS 3.2 million. B. Development agreements with pharmaceutical and orthobiologic companies On November 17, 2010, CollPlant Ltd. and Pfizer signed an agreement for joint development of prototype products for the treatment of orthopedic problems. The agreement provided for, among other things, the allocation of the rights of the project outcomes. In accordance with the agreement, Pfizer paid CollPlant immaterial amounts for the development of prototypes. On December 22, 2011, CollPlant and Pfizer signed another joint development agreement for development of a product for the orthopedic market (the “Development Agreement”). In accordance with the Development Agreement, the parties agreed to collaborate in the development of a product that contained Pfizer’s therapeutic proteins and compounds based on CollPlant’s recombinant human collagen (rhCollagen) (the “Product”). To the best of the Company’s knowledge, based partially on public sources, in July 2013, Pfizer signed an agreement with Bioventus LLC, a U.S. based company (“Bioventus”), which specializes in orthobiologics, whereby Pfizer granted Bioventus an exclusive, global license for the portfolio of projects related to Pfizer’s bone morphogenetic protein (“BMP”). Between July 2013 and February 2017, the Company and Bioventus developed a bioactive implant for spinal fusion and orthopedic trauma, instead of under the Pfizer agreement, which expired during 2014. On July 9, 2015, the Company signed a non-binding term sheet with Bioventus. According to the term sheet, Bioventus agreed to make payments to the Company for the full development plan. On March 1, 2017, Bioventus informed the Company that it had decided to discontinue the joint development with CollPlant and to complete product development at a subsidiary of Bioventus. C. LICENSE DEVELOPMENT AND COMMERCIALIZATION AGREEMENTS On October 19, 2018, CollPlant entered into the License Agreement with LB, a public benefit corporation and wholly-owned subsidiary of United Therapeutics Corporation, pursuant to which LB will be entitled to develop engineered lungs or lung substitutes using CollPlant’s rhCollagen and BioInk. Pursuant to the License Agreement, CollPlant granted to LB and its affiliates, an exclusive, perpetual, royalty-bearing and transferable license of CollPlant’s technology relating to the production and use of rhCollagen and BioInk for the commercialization of engineered lungs or lung substitutes using 3D bioprinting processes throughout the universe. Further, under the License Agreement, CollPlant granted to LB and its affiliates, a two-year option to extend the license to engineered organs or organ substitutes of up to three additional organs specified in the License Agreement (each an “Option Product” and together with lungs, the “Covered Products”). Further, at the end of the option period, LB and its affiliates shall have a one-year right of first refusal to receive an exclusive license under CollPlant’s technology relating to the production and use of rhCollagen and BioInk for the Option Products. Other than under the license Agreement, CollPlant has agreed not to conduct, enable or fund any research, development or commercialization, or grant any license, with respect to the Covered Products during the term of the License Agreement, unless with respect to any Option Product, the option is not exercised and the right of first refusal period expires. The License Agreement provides that LB will purchase CollPlant’s BioInk on a non-exclusive basis for use in the development and manufacture of Covered Products and for up to the first two years of the License Agreement, CollPlant will supply LB with a specified limited quantity of BioInk without charge. The License Agreement further provides that following effectiveness, LB will build a facility, or engage a manufacturer to build a facility, in the U.S. for the manufacture of the Company’s rhCollagen and BioInk and the parties have agreed that LB has the option to purchase consulting services for the design of the facility. The License Agreement provides for the payment of an upfront cash payment of $5 million to CollPlant, which was paid to CollPlant in November 2018 following effectiveness of the Agreement. In addition, the License Agreement provides for a one-time non-refundable option payments of $3 million per Option Product ($9 million in the aggregate), and up to $30 million of milestone payments payable as follows: (i) $5 million upon completion of the U.S. facility design, (ii) $5 million upon completion of production of a specified amount of BioInk, and (iii) $5 million for FDA marketing approval for each Covered Product (up to $20 million in the aggregate). Further, CollPlant shall be entitled to a fixed-fee royalty payment (subject to certain adjustment) for each product commercially sold during the term of the License Agreement, a fee for the supply of certain quantities of BioInk to LB, and reimbursement for certain costs related to the U.S. facility and any payment made by CollPlant to the IIA. Unless earlier terminated, the License Agreement will continue in effect on a Covered Product-by-Covered Product and country-by-country basis until the later of (i) the expiration, invalidation or abandonment of the last CollPlant patent covering a Covered Product in a particular country, and (ii) 12 years from the first commercial sale of such Covered Product in such country. Following expiration (unless earlier terminated), the licenses granted to LB in the License Agreement will continue on a fully paid-up, irrevocable basis. The License Agreement may be terminated early by either party for material breach or bankruptcy. In addition, CollPlant may terminate the License Agreement in the case of a challenge made by LB, its affiliates or sub-licensees with respect to a CollPlant patent covering a Covered Product or if LB and its affiliates and sub-licensees discontinue development and commercialization of all Covered Products for at least one year. LB may terminate the License Agreement at any time upon 30 days’ written notice with respect to the entirety of the License Agreement and upon 30 days’ written notice with respect to its license and other rights under the License Agreement relating to one or more CollPlant patents, on a patent by- patent and country-by-country basis. D. Contingent liability On September 6, 2017, the Company received a VAT assessment from the Israel Tax Authority according to which the Company is required to pay tax in the amount of NIS 1.5 million (including linkage differentials and interest) for the years 2012-2016. The Company disputed the position of the Israel Tax Authority resulting in the latter to increase its VAT assessment and require the Company to pay tax in the amount of NIS 1.8 million (including linkage differentials and interest) for the abovementioned period. The Company has appealed the entire assessment to the District Court, in view of its position that it is not liable for the entire tax requirement. A preliminary hearing in the District Court in Lod is scheduled for May 2019. The Company’s position relies, among other things, on an agreement signed between the Company and the Israel Tax Authority in 2011, which allows the Company to deduct VAT as stated. It is management’s view that its financial statements include an adequate provision in respect of the above. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
EQUITY | NOTE 14—EQUITY A. Ordinary shares and warrants 1) Composition Number of shares Registered Issued and paid up December 31 December 31 2018 2017 2018 2017 Ordinary shares of par value NIS 0.03 750,000,000 500,000,000 190,735,668 166,816,328 Amount in NIS Registered Issued and paid up December 31 December 31 2018 2017 2018 2017 Ordinary shares of par value NIS 0.03 22,500,000 15,000,000 5,722,070 5,004,490 Traded on NASDAQ as of January 31, 2018. On January 31, 2018 the Company’s ADSs commenced trading on the Nasdaq Capital Market, under the symbol CLGN. Each ADS represents 50 ordinary shares. On October 29, 2018, the Company’s ordinary shares delisted from the Tel Aviv Stock Exchange (“TASE”). See note 14A(15). The above table does not include 920,461 shares held by the Company. These shares are considered to be dormant. 2) The ordinary shares confer on their holders the right to vote and participate in shareholder meetings (with one vote for each share), the right to receive profits and the right to participate in surplus assets on liquidation of the Company. 3) In 2016, Series F and J warrants expired without exercise. In 2018, Series G and H warrants expired without exercise. 4) On February 2, 2016, the Company completed a capital raise of NIS 8.2 million in gross proceeds to two institutional investors and to the public (the issuance expenses amounted to NIS 643 thousand). In consideration, the Company issued 5,745,903 ordinary shares, 12,930,505 Series I warrants exercisable into 4,310,168 ordinary shares at an exercise price of NIS 0.80 per warrant, for three years, and 8,618,855 Series J warrants exercisable into 2,872,952 ordinary shares at an exercise price of NIS 0.575 per warrant, exercisable until July 31, 2016. In addition, under the terms of the broker agreement, the Company issued to the Israeli broker 814,520 Series I warrants exercisable into 271,507 ordinary shares at an exercise price of NIS 0.80 per warrant, for three years. On July 31, 2016, 8,618,855 Series J warrants expired. 5) On June 9, 2016, the Company completed a capital raise of NIS 11.8 million in gross proceeds by way of a non-uniform offering to institutional investors and a uniform offer to the public (the issuance expenses amounted to NIS 684 thousand). In consideration, the Company issued 11,267,833 ordinary shares and 33,803,500 Series K warrants exercisable into 11,267,833 ordinary shares at an exercise price of NIS 0.60 per warrant, for three years. In addition, in consideration, the Company issued to the broker under the terms of the broker agreement, 2,728,000 Series K warrants exercisable into 909,333 ordinary shares at an exercise price of NIS 0.60 per warrant, for three years. 6) On July 28, 2016, as part of the lease agreement described in note 13A(1)(D), the Company acquired equipment and clean rooms for the Company’s operations for NIS 1,849 thousand (present value). Of this amount, NIS 1,197 thousand was paid by issuing 1,067,916 ordinary shares and a total of NIS 525 thousand was a credit that will be repaid in cash over the term of the lease. 7) On November 17, 2016, the general meeting of shareholders approved a reverse share split of the Company’s shares that was effected on November 20, 2016. Pursuant to the reverse split each 3 ordinary shares of NIS 0.01 par value were converted into one share of NIS 0.03 par value of the Company. Additionally, according to the share option plan of the Company, every 3 unlisted options that were allocated through private offers to directors, employees, consultants and officers under the option plan are exercisable into one ordinary share of the Company of NIS 0.03 par value. No change took place in the exercise price of the options, as above; however, the total exercise price for one share of NIS 0.03 par value will be the former exercise price for one share of NIS 0.01 par value multiplied by 3. Further, according to the terms and conditions of the marketable warrants of the Company, each 3 marketable warrants that the Company issued are exercisable into one ordinary share of the Company of NIS 0.03 par value. There will be no change in the exercise price of those warrants; however, the total exercise price for one share of NIS 0.03 par value will be the former exercise price for one share of NIS 0.01 par value multiplied by 3. Following the reverse split, the Company retrospectively reflected the change in the share capital of the Company for all periods presented. Unless otherwise indicated, all of the share numbers, losses per share, share prices, options and warrants in these financial statements have been adjusted, on a retroactive basis, to reflect this 1 to 3 reverse share split. 8) On February 12, 2017, the Company completed a capital raise of NIS 7.2 million in gross proceeds from institutional investors and from the public (the issuance expenses amounted to NIS 404 thousand). In consideration, the Company issued 21,152,000 ordinary shares and 10,576,000 Series L warrants exercisable into 10,576,000 ordinary shares at an exercise price of NIS 0.36 per warrant, until June 13, 2017. In addition, under the terms of the broker agreement, the Company issued to the broker 941,400 Series L warrants exercisable into 941,400 ordinary shares at an exercise price of NIS 0.36 per warrant. 9) During the second quarter of 2017, 10,055,464 Series L warrants were exercised into 10,055,464 ordinary shares, at an exercise price of NIS 0.36 for each warrant. The total consideration amounted to NIS 3,618 thousand. 1,461,936 Series L warrants that were not exercised expired on June 14, 2017. 10) On November 8, 2017, the Company signed a securities purchase agreement (the “Meitav Dash Purchase Agreement”) with Meitav Dash, a company held by Meitav Dash Ltd., one of the Company’s shareholders pursuant to which the Company agreed, upon the terms and subject to the conditions of the Meitav Dash Purchase Agreement, to issue to Meitav Dash in a private placement certain securities in three tranches as follows: (i) at the first closing, which was completed on December 26, 2017, 9,500,000 ordinary shares, for a purchase price of NIS 3.8 million, (ii) at the second closing, which was completed on December 26, 2017, 2,400,000 ordinary shares for a purchase price of NIS 960 thousand provided that Meitav Dash shall not be obligated to buy or hold, immediately following the second closing, 20% or more of the Company’s share capital, and (iii) at the third closing, which was completed on March 7, 2018 and which was subject, among other things, to the listing of the Company’s ADSs for trading on the Nasdaq and Dual Reporting Approval, for no additional consideration, warrants exercisable into 11,900,000 ordinary shares. The Company completed the first and second closings on December 26, 2017 which resulted in the issuance to Meitav Dash of an aggregate of 11,900,000 ordinary shares for gross proceeds of NIS 4,760,000 ($1,384,824) and on March 7, 2018, the Company completed the third closing which resulted in the issuance to Meitav Dash of a warrant to purchase 11,900,000 ordinary shares. The warrant may be exercised for a period of five years from issuance at an exercise price of the US dollar equivalent of NIS 40 per ADS (calculated in accordance with the known representative rate of exchange on the date of the notice of exercise). Under the Meitav Dash Purchase Agreement, Meitav Dash was also granted certain rights, including, among others, anti-dilution protection in the event of certain subsequent equity issuances at a price that is lower than the then applicable per ordinary share purchase price. This component is accounted for derivatives and presented in the statements of financial position within non-current liabilities, see Note 2R and Note 12. 11) On November 9, 2017, the Company signed a securities purchase agreement (the “Sagy Purchase Agreement”) with Ami Sagy, one of the Company’s shareholders, pursuant to which the Company agreed, upon the terms and subject to the conditions of the Sagy Purchase Agreement, to issue to Ami Sagy in a private placement certain securities in two tranches as follows: (i) at the first closing, which closed on December 26, 2017, 9,300,000 ordinary shares, for a purchase price of NIS 3.7 million, and (ii) at the second closing, which closed on March 7, 2018 and which was subject, among other things, to the listing of the Company’s ADSs for trading on the Nasdaq and to Dual Reporting Approval, for no additional consideration, the Company will issue warrants exercisable into 9,300,000 of its ordinary shares. The Company completed the first closing on December 26, 2017 which resulted in the issuance to Ami Sagy of an aggregate of 9,300,000 ordinary shares for gross proceeds of NIS 3,720,000 ($1,054,122) and on March 7, 2018, the Company completed the second closing which resulted in the issuance to Ami Sagy of a warrant to purchase 9,300,000 ordinary shares. The warrant may be exercised for a period of five years from issuance at an exercise price of the US dollar equivalent of NIS 40 per ADS (calculated in accordance with the known representative rate of exchange on the date of the notice of exercise). Under the Sagy Purchase Agreement, Ami Sagy was also granted certain rights, including, among other things, anti-dilution protection in the event of certain subsequent equity issuances at a price that is lower than the then applicable per ordinary share purchase price. This component is accounted for derivatives and presented in the statements of financial position within non-current liabilities, see Note 2R. 12) On September 6, 2017, the Company signed a securities purchase agreement with Alpha, see note 12. 13) On January 18, 2018, the Company signed Security Purchase Agreements for the purchase and sale, in a private placement, of an aggregate of 4,344,340 ordinary shares for an aggregate of NIS 2.2 million to the following three investors as follows: (i) Alpha entered into a Security Purchase Agreement for the purchase of 1,275,340 ordinary shares for NIS 638 thousand; (ii) Ami Sagi entered into a Security Purchase Agreement for the purchase of 2,046,000 ordinary shares for NIS 1 million; and (iii) Docor International BV entered into a Security Purchase Agreement for the purchase of 1,023,000 ordinary shares for NIS 511 thousand. Closing occurred on January 25, 2018. 14) On March 1, 2018, an extraordinary general meeting of the shareholders of the Company, approved the increase of the authorized share capital of the Company by 250,000,000 ordinary shares to 750,000,000 ordinary shares, par value NIS 0.03 per share. 15) On March 20, 2018 the board of directors resolved to delist all of Company’s securities from trading on the TASE. In accordance with the Israeli Securities Law and the rules of the TASE, as the Company had four different series of warrants traded on the TASE, in order to effectuate the resolution, the Company was required to enter into an arrangement between the Company, shareholders and the holders of warrants, pursuant to Section 350 of the Israeli Companies Law. On April 16, 2018, the Company petitioned the District Court of Lod, Israel, or the Court, to approve the convening of a shareholders’ meeting and meetings of holders of Series I Warrants and Series K Warrants, in order to approve an arrangement for the delisting of all of Company securities from TASE and the reduction of the exercise price of Series I and Series K Warrants to NIS 0.4 each (the “Arrangement”). The holders of Series G Warrants and Series H Warrants were not part to the Arrangement as such warrants expire before the expected date of the delisting of the Company’s securities from the TASE. On July 29 2018, the Court approved the Arrangement, following its approval by the different meetings of shareholders and holders of Series I and Series K Warrants. The last date of trading of the ordinary shares, Series I Warrants and Series K Warrants on the TASE was on October 29, 2018. 16) On July 11, 2018, following the Company’s board of directors and shareholders’ approval, the Company issued to Alpha a pre-paid warrant to purchase 1,060,000 ordinary shares represented by 21,200 ADSs, in connection with services Alpha provided to the Company. The issuance in fair market value of NIS 494 thousands was accounted as share based compensation and recognized as an expense within “general, administrative and marketing expenses” in the statements of comprehensive loss. 17) On July 26, 2018, the Company entered into a Securities Purchase Agreement with an investor, pursuant to which the Company issued on July 31, 2018, in a private placement, 11,125,000 ordinary shares for an aggregate purchase price of NIS 4,561,250 (approximately $1.25 million). B. Share-based payment: In accordance with an option plan for employees and consultants (the “Option Plan”), as amended from time to time, employees and consultants of the Company will be granted options, each exercisable into one ordinary share of the Company of NIS 0.03. The ordinary shares that will be issued in accordance with the Option Plan will have the same rights as the other ordinary shares of the Company, immediately subsequent to their issue. An option that is not exercised within 10 years from the allotment date will expire, unless the board of directors extends its validity. Grants to employees are made in accordance with the Option Plan, and are carried out within the provisions of Section 102 of the Israel Income Tax Ordinance. In accordance with the track selected by the Company and these provisions, the Company is not entitled to claim a tax deduction for the employee benefits. For those who are not employees of the Company, and for the Company’s controlling shareholders (as defined in the Income Tax Ordinance) options are granted in accordance with section 3(I) of the Income Tax Ordinance. 1) On August 22 2017, the general meeting of shareholders approved the grant of 486,000 options to one director, exercisable into 486,000 shares in two tranches. 221,000 options were granted without an exercise price and vested immediately on the grant date. The fair value of each of these latter options is NIS 0.29 and is equal to the share price at the date of grant. The remaining 265,000 options are exercisable at an exercise price of NIS 0.33 per option. The options will vest over four years in which one quarter will vest one year after the grant date and the remaining balance will vest in equal parts at the end of each subsequent quarter. The fair value of each option, at the grant date, calculated according to the Black and Scholes formula, amounted to NIS 0.13. This value is based on the following assumptions: expected dividend at a rate of 0%, expected volatility at a rate of 60.53%, risk-free interest rate of 2%, and 4 years expected term. The fair value of the grant as calculated on the date of the shareholders’ approval is NIS 99 thousand. 2) On December, 2017, the board of directors approved the grant of an aggregate of 9,100,000 options to purchase 9,100,000 ordinary shares to certain officers and employees. Each of the foregoing options may be exercised at a price per option of NIS 0.58 and the options will vest over four years in which one quarter will vest one year after the grant date and the remaining balance will vest in equal parts at the end of each subsequent quarter. The options will vest over four years in which one quarter will vest one year after the grant date and the remaining balance will vest in equal parts at the end of each subsequent quarter. The fair value of each option, at the grant date, calculated according to the Black and Scholes formula, amounted to NIS 0.23. This value is based on the following assumptions: expected dividend at a rate of 0%, expected volatility at a rate of 61.96%, risk-free interest rate of 2%, and 4 years expected term. The fair value of the grant as calculated at the grant date was NIS 2,145 thousand. 3) On January 14, 2018, the Company’s shareholders approved (i) the grant of 3,750,000 options to purchase 3,750,000 ordinary shares to Yehiel Tal, the chief executive officer, (ii) the grant of 650,000 options to purchase 650,000 ordinary shares to Adi Goldin, a director and former chairman, (iii) the grant to each of the directors, Abraham Havron, David Tsur and Scott Burell, of 500,000 options to purchase 500,000 ordinary shares, (iv) the grant to each of Gili Hart, external director, and Elan Penn, external director, of 500,000 options to purchase 500,000 ordinary shares, and (v) the annual and attendance compensation to David Tsur, in accordance with the fixed amounts in accordance with the Companies Law. Following their approval, each of the foregoing options may be exercised at a price per option of NIS 0.58 and the options will vest over four years, in which one quarter will vest one year after the grant date and the remaining balance will vest in equal parts at the end of each subsequent quarter. The fair value of each option, at the grant date, calculated according to the Black and Scholes formula, amounted to NIS 0.29. This value is based on the following assumptions: expected dividend at a rate of 0%, expected volatility at a rate of 63%, risk-free interest rate of 2%, and 4 years expected term. The fair value of the grant as calculated at the grant date was NIS 1,998 thousand. 4) On March 20, 2018, the board of directors approved the grant of an aggregate of 900,000 options to purchase 900,000 ordinary shares to one of the company’s officers. Each of the foregoing options may be exercised at a price per option of NIS 0.49 and the options will vest over four years in which one quarter will vest one year after the grant date and the remaining balance will vest in equal parts at the end of each subsequent quarter. The fair value of each option, at the grant date, calculated according to the Black and Scholes formula, amounted to NIS 0.19. This value is based on the following assumptions: expected dividend at a rate of 0%, expected volatility at a rate of 62.87%, risk-free interest rate of 2%, and 4 years expected term. The fair value of the grant as calculated at the grant date was NIS 170 thousand. 5) On May 1, 2018, the board of directors approved the grant of an aggregate of 250,000 options to purchase 250,000 ordinary at an exercise price of NIS 0.44 per option to a member of the scientific advisory board. 6) On September 10, 2018, the Company signed a one year service agreement with a service provider according to which in return to its services the Company will pay a monthly retainer and issue a total of 12,000 restricted ADSs (600,000 ordinary shares) in 3 tranches of 4,000 ADSs (200,000 ordinary shares) each: (i) following the execution of the agreement, (ii) Febuary 1 The first tranche was completed on December 19, 2018. Exercise of options 7) On August 15, 2016, 3,620,885 options were exercised for 235,413 ordinary shares of the Company. No cash was received for the exercise. Changes in number of options and weighted average exercise prices in NIS are as follows: Year ended Year ended Year ended No. of Weighted No. of Weighted No. of Weighted Outstanding at the beginning of the year 45,532,659 0.59 32,888,472 0.65 40,644,792 0.63 Granted — — 9,586,000 * 0.56 8,050,000 0.57 Expired (4,076,167 ) 0.6 (1,065,305 ) 0.58-1.39 (375,000 ) 0.6 Forfeited (4,947,135 ) 0.35 (764,375 ) 0.6 (1,450,000 ) 0.44-0.6 Exercised (3,620,885 ) 0.26 — — - Outstanding at the end of the year 32,888,472 0.65 40,644,792 0.63 46,869,792 0.63 Exercisable at the end of the year 14,350,118 0.56 20,922,506 0.57 27,936,172 0.57 * Not including options to Directors and CEO which were subject to shareholder approval. The following is information about the exercise price and remaining contractual life of outstanding options: December 31, 2016 December 31, 2017 December 31, 2018 Number of outstanding options Exercise price range in NIS Weighted average of the remaining contractual life Number of outstanding options Exercise price range in NIS Weighted average of the remaining contractual life Number of outstanding options at the end of the year Exercise price range in NIS Weighted average of the remaining contractual life 32,888,472 0.26 - 1.39 7.72 40,644,792 0.26 - 1.39 6.78 46,869,792 0-1.39 5.81 The expenses recognized in the Company’s statements of comprehensive loss in 2016, 2017 and 2018 for options granted to employees and consultants amounted to NIS 3,572 thousand, NIS 1,910 thousand and NIS 3,113 thousand, respectively. The total unrecognized compensation cost of stock options at December 31, 2018 is approximately NIS 2.0 million. The unrecognized compensation cost of employee stock options is expected to be recognized over 4 years. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Revenues [Abstract] | |
REVENUES | NOTE 15—REVENUES A. Revenues: 2017 2018 NIS in Revenues from the sales of goods 1,668 2,657 Revenues from the rendering of services - 682 Revenues from licensing agreement (see Note 2N) - 14,695 1,668 18,034 B. Revenues by geographical area (based on the location of customers): 2017 2018 NIS in United states and Canada 802 17,511 Europe 866 523 1,668 18,034 C. Major customers Set forth below is a breakdown of the Company’s revenue by major customers (major customer –revenues from these customers constitute at least 10% of total revenues in a certain year): 2017 2018 NIS in Customer A 688 15,375 Customer B 521 - Customer C 295 - Customer D - 1,816 D. The changes in contract liability relating to goods that were not yet delivered are as follows: 2018 NIS in Balance as of January 1, 2018 - Contract liability recognized due to LB agreement 7,346 Revenue recognized during the period (37 ) Balance as of December 31, 2018 (1) 7,309 Contract liability presented in current liabilities 3,636 Contract liability presented in non-current liabilities (2) 3,673 (1) Represents the unfulfilled performance obligation related to First BioInk. (2) As of December 31, 2018, non-current contract liabilities are estimated to be recognized in 2020. |
Research and Development Expens
Research and Development Expenses, Net | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development Expenses, Net [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | NOTE 16—RESEARCH AND DEVELOPMENT EXPENSES, NET Year ended December 31 2016 2017 2018 NIS in thousands Payroll and related expenses 8,728 7,687 7,080 Share-based payments 2,127 1,197 1,626 Subcontractors and consultants 11,328 2,554 1,064 Consumables and materials 1,806 698 1,112 Depreciation and amortization 826 1,002 971 Rent and maintenance 2,963 2,700 2,805 Other 1,422 1,083 1,555 29,200 16,921 16,213 Less: Participation in R&D expenses, See Note 13b (9,257 ) (573 ) - IIA participation in R&D expenses, See Note 13(a)(2) (3,154 ) (2,282 ) 3,227 (12,411 ) (2,855 ) 3,227 16,789 14,066 19,440 |
General, Administrative and Mar
General, Administrative and Marketing Expenses | 12 Months Ended |
Dec. 31, 2018 | |
General, Administrative and Marketing Expenses [abstract] | |
GENERAL, ADMINISTRATIVE AND MARKETING EXPENSES | NOTE 17—GENERAL, ADMINISTRATIVE AND MARKETING EXPENSES Year ended 2016 2017 2018 NIS in thousands Payroll and related expenses 2,822 2,926 4,142 Share-based payments (1) 1,445 2,243 3,514 Directors’ salary and insurance 787 411 604 Rent and office maintenance 364 321 321 Professional services 5,039 1,827 3,085 Depreciation 38 47 81 Other 553 528 733 11,048 8,303 12,480 (1) Share-based payments expenses for the year ended December 31, 2017 and 2018, include amount of NIS 1.5 million and NIS 494,000, respectively, due to fair value estimate of services received from Alpha. |
Financing Expenses (Income), Ne
Financing Expenses (Income), Net | 12 Months Ended |
Dec. 31, 2018 | |
Financing Expenses (Income), Net [Abstract] | |
FINANCING EXPENSES (INCOME), NET | NOTE 18—FINANCING EXPENSES (INCOME), NET Year ended 2016 2017 2018 NIS in thousands Financing expenses: Financing expenses arising from liability to the IIA 129 273 138 Bank and other fees 61 32 57 Other financing expenses - 75 30 Exchange rate differences 251 - - Total financing expenses 441 380 225 Financing income: Remeasurement of financial instruments - 35 891 Exchange rate differences (93 ) 218 759 Total financing income (93 ) (253 ) (1,650 ) Financing expenses (income), net 348 127 (1,425 ) |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Loss Per Share [abstract] | |
LOSS PER SHARE | NOTE 19—LOSS PER SHARE Basic loss per share is calculated by dividing the loss attributable to the Company’s shareholders by the weighted average number of ordinary shares issued. The calculation of the diluted loss per share did not take into account 47,944,792 options for employees and consultants, 13,745,025 Series I warrants, 36,531,500 Series K warrants, and 70,807,407 warrants, since their effect is anti-dilutive. |
Transactions and Balances with
Transactions and Balances with Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Transactions and Balances with Related Parties [Abstract] | |
TRANSACTIONS AND BALANCES WITH RELATED PARTIES | NOTE 20—TRANSACTIONS AND BALANCES WITH RELATED PARTIES The Company’s key management personnel include members of the executive management and board of directors, in accordance with the definition of Related Parties in IAS 24. A. Transactions with and benefits to related parties Year ended December 31 2016 2017 2018 NIS in thousands CEO’s salary* 2,010 1,988 2,129 Share-based payments portion 1,066 455 793 Remuneration of directors 1,214 613 1,057 Share-based payments portion 558 279 627 Number of directors 6 6 7 Regarding benefits to other key management personnel—see C below. * In accordance with the CEO’s employment agreement, the CEO will be eligible for a bonus based on qualitative criteria and parameters determined by the Company, which will amount to a maximum of four salaries, plus a special bonus based on the fulfillment of additional conditions. B. Balances with related parties: December 31 2017 2018 NIS in thousands For salary, incidentals and other benefits, the balance is stated in other payables under current liabilities (577 ) (180 ) C. Benefits for key officers Compensation for the Deputy CEO & CFO, VP Research and Development, COO, VP commercialization, Chief Scientist, and VP Quality Assurance, defined as key management personnel, for their services provided to the Company, is as follows: Year ended 2016 2017 2018 NIS in thousands Salary and other short-term benefits 3,917 4,119 4,503 Share-based payments 2,147 1,051 1,261 6,064 5,170 5,764 Number of key managers 6 6 7 * * Includes cost of salary to two former executive officers who ended their tenure during 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Event [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21—SUBSEQUENT EVENTS A. In January 2019 Series I warrants expired without exercise. B. On January 30, 2019, the Board of Directors appointed Jonathan M.N. Rigby as the new Chairman of the Board, effective immediately, and David Tsur stepped down from his position as Chairman and as a member of the Board. The Company and Mr. Rigby entered into a Chairman Services Agreement (the “Agreement”), the terms of which are subject to shareholder approval. Under the Agreement, Mr. Rigby shall be entitled to an annual fee of $70,000 plus VAT, to be paid on a monthly basis and options to purchase 12,319,500 ordinary shares (represented by 246,390 ADSs exercisable at $5.07 per ADS) exercisable at $0.101 per share. The options shall have a term of seven years and shall vest upon the earlier of (1) an equity raise of at least US$10 million, in one or more financings, or (2) will vest over a period of four years, with a quarter of the options vesting on January 31, 2020, and the remaining options vesting in equal parts at the end of every quarter thereafter. In addition, the Board of Directors approved, subject to shareholder approval the grant of (i) 9,050,000 options exercisable into total of 9,050,000 ordinary shares to the company’s officers, employees and consultants, and (ii) subject to shareholders approval, 2,000,000 options exercisable into a total of 2,000,000 ordinary shares to members of the board of directors, in the following manner: (i) 250,000 options exercisable into 250,000 ordinary shares, to each of Dr. Abraham Havron, Dr. Gili Hart, Dr. Elan Penn, Scott R. Burell and Adi Goldin; and (ii) 750,000 options exercisable into 750,000 ordinary shares to Dr. Wolfgang Ruttenstorfer. Each of the options may be exercised at a price per option of $0.101 per share. The options shall vest over a period of four years from their date of grant, with 25% of the options vesting on the first anniversary of the date of grant and the remaining options vesting equally on a quarterly basis during the three years thereafter. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
Basis of presentation of the financial statements | A. Basis of presentation of the financial statements The Company’s financial statements as of December 31, 2017 and 2018 and for each of the three years ended on December 31, 2018 comply with International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”) applicable to companies reporting under IFRS, as issued by the International Accounting Standard Board (“IASB”). The significant accounting policies described below have been applied consistently to all the years presented, unless otherwise stated. The consolidated financial statements have been prepared on the basis of historical cost except for debentures and derivatives at fair value. The preparation of financial statements that comply with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment when applying the Company’s accounting policies. Note 3 provides disclosure of areas involving a considerable degree of judgment or complexity, or areas where assumptions and estimates have a material effect on the financial statements. Actual results may differ materially from the estimates and assumptions used by the Company’s management. |
Consolidated financial statements | B. Consolidated financial statements A subsidiary is an entity over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. The subsidiaries are deconsolidated from the date that control ceases. |
Translation of foreign currency balances and transactions | C. Translation of foreign currency balances and transactions: 1) Functional currency and presentation currency Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates (“Functional Currency”). The financial statements are stated in NIS, which is the Functional Currency and presentation currency of the Company and its subsidiary. 2) Transactions and balances Transactions in currencies other than the functional currency (“Foreign Currencies”) are translated into the Functional Currency at exchange rates at the dates of transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in Foreign Currencies are recognized in the profit or loss for the year. Gains and losses arising from changes in exchange rates are recognized in the statement of comprehensive loss under “Financing expenses (income), net”. |
Property and equipment | D. Property and equipment 1) All property and equipment (including leasehold improvements) are stated at historical cost less accumulated depreciation and impairment. Historical cost of an item of property and equipment includes: a. Its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discount and rebates. b. Any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Repairs and maintenance are charged to the statements of comprehensive loss during the period in which they are incurred. 2) The assets are depreciated using the straight-line method to allocate their cost over their estimated useful lives, as follows: Years Computer equipment 3 Greenhouse equipment* 4 - 10 Office furniture 7 - 17 Laboratory equipment 4 - 5 Leasehold improvements 5 Vehicles 4-7 * Greenhouse equipment—agricultural equipment used in the tobacco production greenhouse. Leasehold improvements are depreciated over the lease period or the expected useful life of the improvements, whichever is shorter. Impairment of the asset to its recoverable amount is recognized as incurred, if the carrying amount of the asset is greater than its estimated recoverable amount (see also section F below). 3) Gains or losses on disposals are determined by comparing net proceeds with the carrying amount. These are included in the statement of comprehensive loss. |
Intangible assets | E. Intangible assets 1) In process research and development (“IPR&D”) Acquired IPR&D is presented based on the fair value at the date of the acquisition and up to December 31, 2015 (see below), was not depreciated. Such asset was tested annually for impairment, see section F below. The assessment was carried out more frequently if there were indications of impairment. Up to December 31, 2015, during the research and development period, this intangible asset was not amortized. Commencing 2016, the said asset is available for use and therefore is amortized on a straight-line basis until the end of the period of the patent for the know-how (approximately 10 years). For information about impairment of non-monetary assets, see F below. 2) Software Acquired software licenses are capitalized on the basis of the cost incurred to acquire and implement the specific software. These costs are amortized on a straight-line basis over the estimated useful life of licenses (3 years). 3) Research and development (“R&D”) Research expenses are recognized as an expense as incurred. Costs incurred for development projects (referring to design and testing of new or improved products) are recognized as intangible assets when the following conditions exist: ● It is technically feasible to complete the intangible asset so that it will be available for use; ● Management intends to complete the development of the intangible asset and to use or sell the asset; ● The intangible asset can be used or sold; ● It can be demonstrated how the intangible asset will generate probable future economic benefits; ● There are adequate technical, financial and other resources to complete development and to use or sell the intangible asset; ● The expenditure attributable to the intangible asset can be reliably measured during its development. Other development costs that do not meet these criteria are recognized as an expense when incurred. Development costs previously recognized as an expense are not recognized as an asset in subsequent periods. As of December 31, 2018, the Company has not met the rules for capitalizing development costs as an intangible asset and accordingly, no asset whatsoever has been recognized in the financial statements for such costs. |
Impairment of non-monetary assets | F. Impairment of non-monetary assets Assets that have indefinite useful life are not subject to amortization and are tested annually (or when there are indicators for impairment-see below) for impairment. All non-monetary assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount of an asset is the higher of its fair value less costs to sell and value in use. For the purpose of assessing impairment, assets are grouped together at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. For the years ended December 31, 2016, 2017 and 2018, no impairment has been recognized. |
Government grants | G. Government grants Government grants, which are received from the Israel Innovation Authority (“IIA”) (formerly known as the Israeli Office of Chief Scientist or OCS) by way of participation in research and development that is conducted by the Company, fall within the scope of “forgivable loans,” as set forth in International Accounting Standard 20 “Accounting for Government Grants and Disclosure of Government Assistance” (“IAS 20”). As approved by the IIA, the grants are received in installments as the program progresses. The Company recognizes each forgivable loan on a systematic basis at the same time the Company records, as an expense, the related research and development costs for which the grant is received, provided that there is reasonable assurance that: (a) the Company complies with the conditions attached to the grant, and (b) the grant will be received (usually upon receipt of approval notice). The amount of the forgivable loan is recognized based on the participation rate approved by the IIA; thus, a forgivable loan is recognized as a receivable when approved research and development costs have been incurred before grant funds are received. If at the time of grant approval there is reasonable assurance that the Company will comply with the forgivable loan conditions attached to the grant, and that the Company will not pay royalties to IIA, grant income is recorded against the related research and development expenses in the statements of comprehensive loss. If at the time of grant or in subsequent periods, it is not reasonably assured that royalties will not be paid to the IIA, the Company recognizes a liability that is measured based on the Company’s best estimate of the amount required to settle the Company’s obligation at the end of each reporting period. |
Cash and cash equivalents | H. Cash and cash equivalents Cash and cash equivalents include cash on hand and short-term bank deposits, and other short-term highly liquid investments with original maturities of three months or less. |
Inventory | I. Inventory Inventory is measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in first-out (FIFO) principle. In the case of purchased goods and work in process, costs include design, raw materials, direct labor, other direct costs and fixed production overheads (based on the normal operating capacity of the production facilities). Net realizable value is the estimated selling price in the ordinary course of business, less variable attributable selling expenses. |
Share capital and other equity instruments | J. Share capital and other equity instruments The Company’s ordinary shares are classified as share capital. Incremental costs directly attributable to the issue of new shares or warrants are recognized in equity as a deduction of issue proceeds. Pre-paid warrants (that their exercise price was prepaid) that upon exercise will be converted into fixed amount of ordinary shares – are classified as equity instruments in the statements of financial position. |
Trade payables | K. Trade payables Trade payables include the Company’s liabilities to pay for goods or services purchased from suppliers in the ordinary course of business. Trade payables are classified as current liabilities if payment is due within one year, otherwise they are recognized as non-current liabilities. Trade payables are recognized initially at fair value and subsequently measured at amortized cost based on the effective interest method. |
Deferred taxes | L. Deferred taxes The Company recognizes deferred taxes based on the liability method, for temporary differences between the carrying amounts of assets and liabilities included in the consolidated financial statements and the amounts used for tax purposes. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. In addition, deferred taxes are not recognized if the temporary differences arise on initial recognition of an asset or a liability, other than in a business combination, which, at the time of the transaction, have no effect on profit or loss—whether for accounting or tax purposes. The amount of deferred taxes is determined in accordance with the tax rates (and tax laws) that have been enacted or substantively enacted as at the date of the statement of financial position and are expected to apply when the deferred tax assets will be realized or when the deferred tax liabilities will be settled. Deferred tax assets are recognized for deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. In the absence of a forecast of future taxable income, a deferred tax asset was not recognized in the Company’s financial statements. |
Employee benefits | M. Employee benefits 1) Liability for severance pay In accordance with labor laws and labor agreements in effect, the Company and its subsidiary are required to pay severance and pension benefits to employees who are dismissed or retire under certain circumstances. The said liability to pay pension and severance pay is related to employees in Israel who are covered by Section 14 of the Severance Pay Law, and is covered by regular contributions to defined contribution plans. The amounts contributed are not included in the statement of financial position. 2) Vacation and recreation pay By law, all employees are entitled to vacation and recreation pay, calculated on a monthly basis. The right is based on the employment period. |
Revenue recognition | N. Revenue recognition General As of January 1, 2018, the Company has applied IFRS 15 using the modified retrospective approach, in accordance with the transitional directive, which allows recognition of the cumulative effect of the initial application as an adjustment to the opening balance of equity of initial application. The initial implementation of IFRS 15 did not have a material effect on the consolidated financial statements of the Company. IFRS 15 introduces a five-step model for recognizing revenue from contracts with customers, as follows: (1) Identifying the contract(s) with the customer. (2) Identifying the separate performance obligations in the contract. (3) Determining the transaction price. (4) Allocating the transaction price to separate performance obligations in the contract. (5) Recognizing revenue when (or as) each of the performance obligations is satisfied. Revenue from the sale of goods Revenue from sale of goods is recognized in profit or loss at the point in time when the control of the goods is transferred to the customer, generally upon delivery of the goods to the customer. The goods are products based on the Company’s rhCollagen, and includes the BioInk product for the development of 3D bioprinting of organs and tissues and products for tendinopathy and wound healing. Revenue from rendering of services Revenue from rendering of services is recognized over time, during the period the customer simultaneously receives and consumes the benefits provided by the Company’s performance. Under the Company’s service contracts, the Company has a right to consideration from the customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. Therefore, the Company utilizes the practical expedient in IFRS 15 and recognizes revenue in the amount to which the Company has a right to invoice. The Company charges its customers based on payment terms agreed upon in specific agreements. When payments are made before or after the service is performed, the Company recognizes the resulting contract asset or liability. Revenues from licensing agreement On October 19, 2018, the Company signed a License, Development and Commercialization Agreement (the “License Agreement”) with Lung Biotechnology PBC (“LB”), a public benefit corporation and wholly-owned subsidiary of United Therapeutics Corporation, pursuant to which LB will be entitled to develop engineered lungs or lung substitutes using CollPlant’s rhCollagen and BioInk (see also Note 13(c)). According to IFRS 15, a performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services. Goods and services that are not distinct are bundled with other goods or services in the contract until a bundle of goods or services that is distinct is created. A good or service promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Options granted to the customer that do not provide a material right to the customer that it would not receive without entering into the contract do not give rise to performance obligations. The Company has identified the following performance obligations in the License Agreement: (1) grant of the license and use of its IP (“License”); and (2) a limited quantity of BioInk to be supplied over a specific time frame (“First BioInk”). The License is distinct as the licensee is able to benefit from the license on its own at its current stage (inter alia, due to sublicensing rights, option services can be obtained from other experts in the field and not necessarily from the Company, etc.). In addition, the Company has identified several options in the License Agreement. However, neither of the options provides a material right to the customer and therefore, neither of the said options give rise to a performance obligation. The said options are: (1) grant of two years option to extend the License to additional organs or organ substitutes (“Products Option”); (2) one-year right of first refusal to receive an exclusive license relating to the option products (“Right of First Refusal”); (3) option for the purchase of additional BioInk that may be supplied (“Additional BioInk”); and (4) option for the purchase of consulting services (“Consulting Services”). The transaction price included an up-front paid amount of $5.0 million and reimbursement for part of the costs related to the IIA in an amount of $1.0 million, as well as variable considerations contingent upon LB achieving certain milestones, sales-based royalties and additional reimbursement of costs related to payments made by CollPlant to the IIA (“Variable Consideration”). IFRS 15 defines the ‘Transaction Price’ as the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services to a customer. The Company allocates the transaction price to each performance obligation identified based on the standalone selling prices of the goods or services being provided to the customer. The stand-alone selling price is the price at which the Company would sell the promised goods or services separately to a customer. When the stand-alone selling price is not directly observable by reference to similar transactions with similar customers, the Company applies suitable methods for estimating the stand-alone selling price. In addition, as stated above, Variable Consideration is included in the transaction price at its “most likely outcome” and only to the extent that it is highly probable that a significant reversal in the amount of revenue recognized will not occur when the uncertainty associated with the Variable Consideration is subsequently resolved. With respect to the Variable Consideration: a) Sales-based royalties are not included in the transaction price. Rather, they are recognized as incurred, due to the specific exception of IFRS 15 for sales-based royalties in licensing of intellectual properties. b) The Variable Consideration is related to LB achieving certain milestones, including the related reimbursement of part of the IIA royalties. Since the Company estimates that the “most likely outcome” of these milestones would not be achieved, it is not included in the transaction price. The said Variable Consideration will be recognized only when the “most likely outcome” would be that milestones will be achieved and it would be highly probable that a significant reversal of revenues will not occur, usually only upon achievement of the specific milestone. The following are the details of the allocation of the transaction price (which does not include the Variable Consideration) to the various performance obligations in the Agreement: a) The First BioInk was allocated with its stand-alone selling price, which is the observable price of the BioInk when the Company sells it separately. b) The License was allocated with an estimated stand-alone selling price, based on the residual approach, since the Company has not yet established a price for that license and the license has not previously been sold on a stand-alone basis (i.e. the selling price is uncertain), as well as the related IIA royalties reimbursement. The License performance obligation is considered a right to use IP in accordance with IFRS 15. Therefore, the transaction price allocated to it was recognized at a point in time, upon transfer of control over the License to LB. The transaction price allocated to the First BioInk is recognized at the point in time when the control of the BioInk is transferred to LB, generally upon delivery of the BioInk to LB. The Company considered whether the transaction price allocated to the First BioInk includes a financing component and concluded that the financing component is not material. |
Share-based payment | O. Share-based payment The Company has a share-based payment plan for employees and service providers, settled by the Company’s equity instruments, whereby the Company receives services from employees and service providers in exchange for the Company’s equity instruments (options or shares). The fair value of services received from employees and service providers in exchange for the equity instruments is recognized as an expense in the statements of comprehensive loss. With respect to options granted to employees the total amount recognized as an expense in statements of the comprehensive loss is based on the fair value of the options granted, without taking into account the effect of service conditions and non-market vesting conditions. With respect to options granted to service providers and suppliers, the fair value of the grant is determined in accordance with the fair value of the service or goods received. Non-market vesting conditions are included in the assumptions used to estimate the number of options expected to vest. The total expense is recognized in the vesting period, which is the period for fulfillment of all the defined vesting terms of the share-based payment arrangement. At each reporting date, the Company adjusts its estimates of the number of options that are expected to vest, based on the non-market vesting conditions, and recognizes the effect of the change compared to original estimates, if any, in the statement of comprehensive loss, and a corresponding adjustment in equity. When exercising the options, the Company issues new shares, the proceeds, net of directly attributable transaction costs, are recognized in share capital (par value) and additional paid in capital. |
Segment reporting | P. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments. The Company operates in one operating segment. |
Leases | Q. Leases Lease agreements in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made in connection with operating leases are recognized in profit or loss using the straight-line basis over the term of the lease. |
Financial instruments: | R. Financial instruments: As of January 1, 2018, the Company adopted IFRS 9 “Financial Instruments”. The initial adoption of IFRS 9 did not have a material effect on the consolidated financial statements of the Company. (a) Financial assets 1) Classification The financial assets of the Company are classified as financial assets at amortized cost. The classification is done on the basis of the Company’s business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. Financial assets at amortized cost are assets held within a business model whose objective is to hold assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortized cost are included in current assets, except for those with maturities greater than 12 months after the statements of financial position date (for which they are classified as noncurrent assets). Financial assets at amortized cost of the Company are included in trade receivables and other receivables in the Statements of Financial Position. 2) Recognition and measurement Regular purchases and sales of financial assets are recognized on the settlement date, which is the date on which the asset is delivered to the Company or delivered by the Company. Investments are initially recognized at fair value plus transaction costs for all financial assets not recorded at fair value through profit or loss, except for trade receivables, that are recognized initially at the amount of consideration that is unconditional unless they contain significant financing components. Financial assets measured at fair value through profit or loss are initially recognized at fair value, related transaction costs are expensed to profit or loss. Financial assets are derecognized when the rights to receive cash flow from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets at fair value through profit or loss are subsequently recorded at fair value. Financial assets at amortized cost are measured in subsequent periods at amortized cost using the effective interest method. Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the Statement of Comprehensive Loss under “Financial Expenses (Income), net”. As to methods for measurement of the Company’s financial instruments, see note 4. 3) Impairment The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost. At each reporting date, the Company assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. If the financial instrument is determined to have low credit risk at the reporting date, the Company assumes that the credit risk on a financial instrument has not increased significantly since initial recognition. The Company measures the loss allowance for expected credit losses on trade receivables that are within the scope of IFRS 15 and on financial instruments for which the credit risk has increased significantly since initial recognition based on lifetime expected credit losses. Otherwise, the Company measures the loss allowance at an amount equal to 12-month expected credit losses at the current reporting date. Prior to the effective date and adoption of IFRS 9, the financial assets of the Company were classified into loans and receivables. The classification depended on the purpose for which the financial assets were acquired, also, prior to the adoption of IFRS 9, the Company assessed at December 31, 2017 whether there is any objective evidence that a financial asset or group of financial assets was impaired. (b) Financial liabilities (1) General Financial liabilities are initially recognized at their fair value minus, in the case of a financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the issue of the financial liability. Financial liabilities are subsequently measured at amortized cost, except for derivative financial instruments, which are subsequently measured at fair value through profit or loss (see below). Financial liabilities are classified as current liabilities if payment is due within one year or less, otherwise they are classified as non-current liabilities. The Company’s financial liabilities at amortized cost are included in accounts payable, accrued liabilities and other and deferred revenues. The derivative financial instruments represent warrants that confer the right to net share settlement. The Company removes a financial liability (or a part of a financial liability) from its statement of financial position when, and only when, it is extinguished (when the obligation specified in the contract is discharged, canceled or expired). (2) Financial liabilities at fair value through profit or loss. Warrants, convertible debentures allotted to investors that contain an anti-dilution protection right and other rights, as well as anti-dilution derivative related to shares issued (see also Notes 12 and 14) are classified, in accordance with IAS 32 as “financial liabilities” since the number of shares that will be issued upon their settlement is not fixed. As the aforementioned liabilities are non-equity derivative financial instruments, they are measured, in accordance with IFRS 9, as financial liabilities at fair value through profit or loss. In accordance with IFRS 9, the Company elected to designate, upon initial recognition, the entire hybrid (combined) debenture (that includes the host debenture contract and the anti-dilution protection) and warrants as a financial liability at fair value through profit or loss. The said liabilities are measured at their fair value at each date of the balance sheet, with changes in their fair value recorded to “financial expenses (income), net” in the consolidated statements of comprehensive loss. For those liabilities for which, upon initial recognition, the transaction price is different than their fair value – the liability is initially recognized at fair value adjusted to defer the difference between the fair value at initial recognition and the transaction price (“Day 1 Loss”), as the Company uses valuation techniques that incorporate data not obtained from observable markets. After initial recognition, the unrecognized Day 1 Loss of the said liabilities is amortized on a straight line basis over the term that market participants would take into account when pricing the liability. Any unrecognized Day 1 Loss is immediately recognized in profit or loss if the fair value of the financial instrument in question can be determined either by using only market observable model inputs or by reference to a quoted price for the same product in an active market. Upon exercise of convertible debenture for which an unrecognized a Day 1 Loss exists, the carrying amount of the convertible debenture (which is presented net of the unrecognized Day 1 Loss) is reclassified to equity with no impact on profit or loss. Transaction costs allocated to financial liabilities measured at fair value through profit or loss are recognized immediately in profit or loss. |
Loss per share | S. Loss per share Basic loss per share is generally based on the distributable loss to ordinary shareholders, divided by the weighted average number of ordinary shares outstanding in the period, net of shares held by the Company. When calculating diluted loss per share, the Company adjusts the loss attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares. Potential shares are only taken into account if their effect is dilutive (reduces earnings per share or increases loss per share). |
New standards and interpretations that are not yet in effect and have not been early adopted by the Company: | T. New standards and interpretations that are not yet in effect and have not been early adopted by the Company: 1) IFRS 16 “Leases” (“IFRS 16”) IFRS 16 was issued in January 2016. It will result in almost all leases being recognized on the balance sheet by lessees, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognized. The only exceptions are short-term and low-value leases. The Company has reviewed all of the Company’s arrangements that in effect in light of the new lease accounting rules in IFRS 16. The standard will affect primarily the accounting for the Company’s operating leases. The Company expects to recognize lease liabilities and a right of use assets of approximately NIS 13.0 million on January 1, 2019. The Company will apply the standard from its mandatory adoption date of January 1, 2019. The Company intends to apply the simplified transition approach and will not restate comparative amounts for the year prior to first adoption. The Company expects that, based on the Company’s lease agreements as of December 31, 2018, net loss will increase by approximately NIS 956,000 for 2019 as a result of adopting the new rules. Operating cash flows for 2019 will increase by approximately NIS 76,000, and financing cash flows will decrease by approximately NIS 882,000 as repayment of the principal portion of the lease liabilities will be classified as cash flows from financing activities. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
Schedule of straight-line method to allocate their cost over their estimated useful lives | Years Computer equipment 3 Greenhouse equipment* 4 - 10 Office furniture 7 - 17 Laboratory equipment 4 - 5 Leasehold improvements 5 Vehicles 4-7 * Greenhouse equipment—agricultural equipment used in the tobacco production greenhouse. |
Financial Instruments and Fin_2
Financial Instruments and Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Financial Instruments and Financial Risk Management [Abstract] | |
Schedule of financial liabilities measured at fair value | December 31, 2017 NIS Fair value of convertible debentures 14,015 Unrecognized Day 1 Loss (1,376 ) Debentures, net 12,639 December 31, 2018 NIS Fair value of warrants 4,736 Unrecognized Day 1 Loss (2,302 ) Warrants, net 2,434 |
Schedule of Level 3 financial instruments | 2017 NIS Opening balance as of January 1, 2017 — Issuance (14,190 ) Profit from changes in fair value of financial instruments 34 Closing balance as of December 31, 2017 (14,156 ) 2018 NIS Opening balance as of January 1, 2018 (14,156 ) Issuance of Warrants (6,273 ) Conversion of debentures to pre-paid warrants 13,740 Profit from changes in fair value of financial instruments 1,590 Closing balance as of December 31, 2018 (1) (5,099 ) (1) Represents $4,736 thousand warrants and $363 thousand anti-dilution derivatives. |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | December 31 2017 2018 NIS Breakdown by currency: NIS 9,654 9,437 In foreign currency (mainly U.S. dollars) 8,163 10,628 17,817 20,065 |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Receivables [Abstract] | |
Schedule of other receivables | December 31 2017 2018 NIS Value added tax authorities 464 471 Receivables from IIA 1,294 375 Prepaid expenses 1,717 393 Other 68 14 3,543 1,253 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment [Abstract] | |
Schedule of composition of property and equipment and accumulated depreciation | Cost Accumulated depreciation Carrying Additions Carrying Carrying Additions Carrying Depreciated NIS in thousands NIS in thousands NIS Computer equipment 662 40 702 569 54 623 79 Office furniture 496 4 500 187 27 214 286 Laboratory equipment 5,183 284 5,467 3,726 400 4,126 1,341 Greenhouse equipment 2,982 — 2,982 2,459 254 2,713 269 Leasehold improvements 1,043 1,842 2,885 813 39 852 2,033 10,366 2,170 12,536 7,754 774 8,528 4,008 Costs Accumulated depreciation Carrying Additions Carrying Carrying Additions Carrying Depreciated NIS in thousands NIS in thousands NIS Computer equipment 702 16 718 623 44 667 51 Office furniture 500 1 501 214 27 241 260 Laboratory equipment 5,467 68 5,535 4,126 420 4,546 989 Greenhouse equipment 2,982 — 2,982 2,713 207 2,920 62 Leasehold improvements 2,885 362 3,247 852 175 1,027 2,220 12,536 447 12,983 8,528 873 9,401 3,582 Costs Accumulated depreciation Carrying Additions Carrying Carrying Additions Carrying Depreciated NIS in thousands NIS in thousands NIS Computer equipment 718 137 855 667 55 722 133 Office furniture 501 8 509 241 27 268 241 Laboratory equipment 5,535 188 5,723 4,546 410 4,956 767 Greenhouse equipment 2,982 - 2,982 2,920 44 2,964 18 Leasehold improvements 3,247 2,438 5,685 1,027 735 1,762 3,923 Vehicles - 212 212 - 20 20 192 12,983 2,983 15,966 9,401 1,291 10,692 5,274 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets [Abstract] | |
Composition of intangible assets and accumulated amortization, by principal groups, and the movements | Cost Accumulated depreciation Carrying Carrying Carrying Additions Carrying of year Depreciated NIS in thousands NIS in thousands NIS in thousands Software 104 104 103 1 104 — IPR&D 1,720 1,720 — 89 89 1,631 1,824 1,824 103 90 193 1,631 Costs Accumulated amortization Carrying Carrying Carrying Addition Carrying Amortized NIS in thousands NIS in thousands NIS Software 104 104 104 — 104 - IPR&D 1,720 1,720 89 177 266 1,454 1,824 1,824 193 177 370 1,454 Costs Accumulated amortization Carrying Carrying Carrying Addition Carrying Amortized NIS in thousands NIS in thousands NIS IPR&D 1,720 1,720 266 181 447 1,273 1,720 1,720 266 181 447 1,273 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Payable [Abstract] | |
Schedule of accounts payable | December 31 2017 2018 NIS in thousands A. Trade payables: Breakdown by currency: NIS 1,923 1,656 In foreign currency (mainly U.S. dollars) 999 675 2,922 2,331 B. Composition of other payables: Employees and institutions for employees 1,148 1,445 Provisions for vacation and others 658 734 Other 190 187 1,996 2,366 |
Financing Agreement (Tables)
Financing Agreement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Alpha and Meitav Dash and Amisagi [Member] | |
Financial Agreement [Line Items] | |
Schedule of financial agreement models | The following table presents the assumptions that were used for the models as of December 31, 2017: Alpha Meitav Dash and Ami Sagi* Probability 5 % 5 % Expected volatility 64.35 % 65.64 % Risk free interest rate 0.185 % 0.187 % Expected term (years) 2 2 The following table presents the assumptions that were used for the models as of December 31, 2018: Alpha Meitav Dash and Ami Sagi* Probability 5 % 5 % Expected volatility 57.33 % 53.31 % Risk free interest rate 0.47 % 0.55 % Expected term (years) 0.82 0.99 |
Debenture [Member] | |
Financial Agreement [Line Items] | |
Schedule of financial agreement models | First Second closing Debenture Debenture Fair value of shares of common stock - NIS 0.43 0.43 Expected volatility 64.56 % 61.29 % Discount on lack of marketability 20.4 % 20.2 % Risk free interest rate 0.17 % 0.19 % Expected term (years) 1.82 2 Expected dividend yield 0 % 0 % |
Warrants [Member] | |
Financial Agreement [Line Items] | |
Schedule of financial agreement models | Warrants Fair value of Warrant– NIS 0.0955 Expected volatility 63.79 % Risk free interest rate 1.47 % Expected term (years) 4.33 Expected dividend yield 0 % |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of ordinary shares and warrants | Number of shares Registered Issued and paid up December 31 December 31 2018 2017 2018 2017 Ordinary shares of par value NIS 0.03 750,000,000 500,000,000 190,735,668 166,816,328 Amount in NIS Registered Issued and paid up December 31 December 31 2018 2017 2018 2017 Ordinary shares of par value NIS 0.03 22,500,000 15,000,000 5,722,070 5,004,490 |
Schedule of changes in number of options and weighted average exercise prices | Year ended Year ended Year ended No. of Weighted No. of Weighted No. of Weighted Outstanding at the beginning of the year 45,532,659 0.59 32,888,472 0.65 40,644,792 0.63 Granted — — 9,586,000 * 0.56 8,050,000 0.57 Expired (4,076,167 ) 0.6 (1,065,305 ) 0.58-1.39 (375,000 ) 0.6 Forfeited (4,947,135 ) 0.35 (764,375 ) 0.6 (1,450,000 ) 0.44-0.6 Exercised (3,620,885 ) 0.26 — — - Outstanding at the end of the year 32,888,472 0.65 40,644,792 0.63 46,869,792 0.63 Exercisable at the end of the year 14,350,118 0.56 20,922,506 0.57 27,936,172 0.57 * Not including options to Directors and CEO which were subject to shareholder approval. |
Schedule of information about the exercise price and remaining contractual life of outstanding options | December 31, 2016 December 31, 2017 December 31, 2018 Number of outstanding options Exercise price range in NIS Weighted average of the remaining contractual life Number of outstanding options Exercise price range in NIS Weighted average of the remaining contractual life Number of outstanding options at the end of the year Exercise price range in NIS Weighted average of the remaining contractual life 32,888,472 0.26 - 1.39 7.72 40,644,792 0.26 - 1.39 6.78 46,869,792 0-1.39 5.81 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenues [Abstract] | |
Schedule of revenues | 2017 2018 NIS in Revenues from the sales of goods 1,668 2,657 Revenues from the rendering of services - 682 Revenues from licensing agreement (see Note 2N) - 14,695 1,668 18,034 |
Schedule of revenues by geographical area | 2017 2018 NIS in United states and Canada 802 17,511 Europe 866 523 1,668 18,034 |
Schedule of major customers | 2017 2018 NIS in Customer A 688 15,375 Customer B 521 - Customer C 295 - Customer D - 1,816 |
Schedule of contract liability relating to goods | 2018 NIS in Balance as of January 1, 2018 - Contract liability recognized due to LB agreement 7,346 Revenue recognized during the period (37 ) Balance as of December 31, 2018 (1) 7,309 Contract liability presented in current liabilities 3,636 Contract liability presented in non-current liabilities (2) 3,673 (1) Represents the unfulfilled performance obligation related to First BioInk. (2) As of December 31, 2018, non-current contract liabilities are estimated to be recognized in 2020. |
Research and Development Expe_2
Research and Development Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development Expenses, Net [Abstract] | |
Schedule of research and development expenses, net | Year ended December 31 2016 2017 2018 NIS in thousands Payroll and related expenses 8,728 7,687 7,080 Share-based payments 2,127 1,197 1,626 Subcontractors and consultants 11,328 2,554 1,064 Consumables and materials 1,806 698 1,112 Depreciation and amortization 826 1,002 971 Rent and maintenance 2,963 2,700 2,805 Other 1,422 1,083 1,555 29,200 16,921 16,213 Less: Participation in R&D expenses, See Note 13b (9,257 ) (573 ) - IIA participation in R&D expenses, See Note 13(a)(2) (3,154 ) (2,282 ) 3,227 (12,411 ) (2,855 ) 3,227 16,789 14,066 19,440 |
General, Administrative and M_2
General, Administrative and Marketing Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
General, Administrative and Marketing Expenses [abstract] | |
Schedule of general, administrative and marketing expenses | Year ended 2016 2017 2018 NIS in thousands Payroll and related expenses 2,822 2,926 4,142 Share-based payments (1) 1,445 2,243 3,514 Directors’ salary and insurance 787 411 604 Rent and office maintenance 364 321 321 Professional services 5,039 1,827 3,085 Depreciation 38 47 81 Other 553 528 733 11,048 8,303 12,480 (1) Share-based payments expenses for the year ended December 31, 2017 and 2018, include amount of NIS 1.5 million and NIS 494,000, respectively, due to fair value estimate of services received from Alpha. |
Financing Expenses (Income), _2
Financing Expenses (Income), Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Financing Expenses (Income), Net [Abstract] | |
Schedule of financing expenses (income), net | Year ended 2016 2017 2018 NIS in thousands Financing expenses: Financing expenses arising from liability to the IIA 129 273 138 Bank and other fees 61 32 57 Other financing expenses - 75 30 Exchange rate differences 251 - - Total financing expenses 441 380 225 Financing income: Remeasurement of financial instruments - 35 891 Exchange rate differences (93 ) 218 759 Total financing income (93 ) (253 ) (1,650 ) Financing expenses (income), net 348 127 (1,425 ) |
Transactions and Balances wit_2
Transactions and Balances with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Transactions and Balances with Related Parties [Abstract] | |
Schdule of transactions between related parties | Year ended 2016 2017 2018 NIS in thousands CEO’s salary* 2,010 1,988 2,129 Share-based payments portion 1,066 455 793 Remuneration of directors 1,214 613 1,057 Share-based payments portion 558 279 627 Number of directors 6 6 7 Regarding benefits to other key management personnel—see C below. * In accordance with the CEO’s employment agreement, the CEO will be eligible for a bonus based on qualitative criteria and parameters determined by the Company, which will amount to a maximum of four salaries, plus a special bonus based on the fulfillment of additional conditions. |
Schedule of balances with related parties | December 31 2017 2018 NIS in thousands For salary, incidentals and other benefits, the balance is stated in other payables under current liabilities (577 ) (180 ) |
Schedule of benefits for key officers | Year ended 2016 2017 2018 NIS in thousands Salary and other short-term benefits 3,917 4,119 4,503 Share-based payments 2,147 1,051 1,261 6,064 5,170 5,764 Number of key managers 6 6 7 * * Includes cost of salary to two former executive officers who ended their tenure during 2018. |
General (Details)
General (Details) - 12 months ended Dec. 31, 2018 $ in Thousands | ILS (₪) | USD ($) |
General (Textual) | ||
Rate of exchange | ₪ 3,748 | $ 1 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2018 | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation rates property plant and equipment | 3 Years | |
Computer equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation rates property plant and equipment | 3 Years | |
Greenhouse equipment [Member] | Bottom of range [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation rates property plant and equipment | 4 Years | [1] |
Greenhouse equipment [Member] | Top of range [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation rates property plant and equipment | 10 Years | [1] |
Office furniture [Member] | Bottom of range [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation rates property plant and equipment | 7 Years | |
Office furniture [Member] | Top of range [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation rates property plant and equipment | 17 Years | |
Laboratory equipment [Member] | Bottom of range [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation rates property plant and equipment | 4 Years | |
Laboratory equipment [Member] | Top of range [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation rates property plant and equipment | 5 Years | |
Leasehold improvements [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation rates property plant and equipment | P5Y | |
Vehicles [Member] | Bottom of range [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation rates property plant and equipment | 4 Years | |
Vehicles [Member] | Top of range [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Depreciation rates property plant and equipment | 7 Years | |
[1] | Greenhouse equipment agricultural equipment used in the tobacco production greenhouse. |
Significant Accounting Polici_5
Significant Accounting Policies (Details Textual) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | ||
Amortization period | 10 years | |
Estimated useful life of licenses | 3 Years | |
Lease agreements description | The Company expects that, based on the Company's lease agreements as of December 31, 2018, net loss will increase by approximately NIS 956,000 for 2019 as a result of adopting the new rules. Operating cash flows for 2019 will increase by approximately NIS 76,000, and financing cash flows will decrease by approximately NIS 882,000 as repayment of the principal portion of the lease liabilities will be classified as cash flows from financing activities. |
Significant Accounting Estima_2
Significant Accounting Estimates and Judgments (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016ILS (₪) | |
Significant Accounting Estimates and Judgments (Textual) | ||||
Right-of-use assets | ₪ 17,100 | |||
Lease liabilities | 17,100 | |||
Net loss | (13,887) | $ (3,704) | ₪ (20,880) | ₪ (27,893) |
Operating cash flows | (4,665) | (1,245) | (17,884) | (19,357) |
Financing cash flows | ₪ 9,915 | $ 2,647 | ₪ 32,395 | ₪ 18,486 |
Financial Instruments and Fin_3
Financial Instruments and Financial Risk Management (Details) - ILS (₪) ₪ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Financial Instruments and Financial Risk Management [Abstract] | ||
Fair value of convertible debentures and warrants | ₪ 4,736 | ₪ 14,015 |
Unrecognized Day 1 Loss | (2,302) | (1,376) |
Debentures, net | ₪ 2,434 | ₪ 12,639 |
Financial Instruments and Fin_4
Financial Instruments and Financial Risk Management (Details 1) ₪ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016ILS (₪) | ||
Financial Instruments and Financial Risk Management [Abstract] | |||||
Opening balance as of January 1, 2018 | ₪ (14,156) | ||||
Issuance of Warrants | (6,273) | (14,190) | |||
Conversion of debentures to pre-paid warrants | 12,708 | $ 3,391 | |||
Profit from changes in fair value of financial instruments | 1,590 | 34 | |||
Closing balance as of December 31, 2018 | ₪ (5,099) | [1] | ₪ (14,156) | ||
[1] | Represents $4,736 thousand warrants and $363 thousand anti-dilution derivatives. |
Financial Instruments and Fin_5
Financial Instruments and Financial Risk Management (Details Textual) - ILS (₪) ₪ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Financial Instruments and Financial Risk Management (Textual) | ||
Description of functional currency | The Company's Functional Currency had depreciated by 5% against the U.S. dollar. | |
Other variables had remained constant | ₪ 596,000 | ₪ 350,000 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) ₪ in Thousands, $ in Thousands | Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2017USD ($) | Dec. 31, 2016ILS (₪) | Dec. 31, 2015ILS (₪) |
Breakdown By Currency [Line Items] | ||||||
Cash and cash equivalents, net | ₪ 20,065 | $ 5,354 | ₪ 17,817 | $ 4,754 | ₪ 3,797 | ₪ 5,317 |
NIS [Member] | ||||||
Breakdown By Currency [Line Items] | ||||||
Cash and cash equivalents, net | 9,437 | 9,654 | ||||
US Dollars [Member] | ||||||
Breakdown By Currency [Line Items] | ||||||
Cash and cash equivalents, net | ₪ 10,628 | ₪ 8,163 |
Other Receivables (Details)
Other Receivables (Details) ₪ in Thousands, $ in Thousands | Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) |
Other Receivables [Abstract] | |||
Value added tax authorities | ₪ 471 | ₪ 464 | |
Receivables from IIA | 375 | 1,294 | |
Prepaid expenses | 393 | 1,717 | |
Other | 14 | 68 | |
Total other receivables | ₪ 1,253 | $ 334 | ₪ 3,543 |
Property and Equipment (Details
Property and Equipment (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016ILS (₪) | Dec. 31, 2018USD ($) | |
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Depreciated balance | ₪ 5,274 | ₪ 3,582 | ₪ 4,008 | $ 1,407 |
Cost [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 12,983 | 12,536 | 10,366 | |
Additions | 2,983 | 447 | 2,170 | |
Carrying amount at end of year | 15,966 | 12,983 | 12,536 | |
Accumulated depreciation [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 9,401 | 8,528 | 7,754 | |
Additions | 1,291 | 873 | 774 | |
Carrying amount at end of year | 10,692 | 9,401 | 8,528 | |
Computer equipment [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Depreciated balance | 133 | 51 | 79 | |
Computer equipment [Member] | Cost [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 718 | 702 | 662 | |
Additions | 137 | 16 | 40 | |
Carrying amount at end of year | 855 | 718 | 702 | |
Computer equipment [Member] | Accumulated depreciation [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 667 | 623 | 569 | |
Additions | 55 | 44 | 54 | |
Carrying amount at end of year | 722 | 667 | 623 | |
Office furniture [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Depreciated balance | 241 | 260 | 286 | |
Office furniture [Member] | Cost [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 501 | 500 | 496 | |
Additions | 8 | 1 | 4 | |
Carrying amount at end of year | 509 | 501 | 500 | |
Office furniture [Member] | Accumulated depreciation [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 241 | 214 | 187 | |
Additions | 27 | 27 | 27 | |
Carrying amount at end of year | 268 | 241 | 214 | |
Laboratory equipment [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Depreciated balance | 767 | 989 | 1,341 | |
Laboratory equipment [Member] | Cost [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 5,535 | 5,467 | 5,183 | |
Additions | 188 | 68 | 284 | |
Carrying amount at end of year | 5,723 | 5,535 | 5,467 | |
Laboratory equipment [Member] | Accumulated depreciation [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 4,546 | 4,126 | 3,726 | |
Additions | 410 | 420 | 400 | |
Carrying amount at end of year | 4,956 | 4,546 | 4,126 | |
Greenhouse equipment [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Depreciated balance | 18 | 62 | 269 | |
Greenhouse equipment [Member] | Cost [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 2,982 | 2,982 | 2,982 | |
Additions | ||||
Carrying amount at end of year | 2,982 | 2,982 | 2,982 | |
Greenhouse equipment [Member] | Accumulated depreciation [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 2,920 | 2,713 | 2,459 | |
Additions | 44 | 207 | 254 | |
Carrying amount at end of year | 2,964 | 2,920 | 2,713 | |
Leasehold improvements [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Depreciated balance | 3,923 | 2,220 | 2,033 | |
Leasehold improvements [Member] | Cost [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 3,247 | 2,885 | 1,043 | |
Additions | 2,438 | 362 | 1,842 | |
Carrying amount at end of year | 5,685 | 3,247 | 2,885 | |
Leasehold improvements [Member] | Accumulated depreciation [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | 1,027 | 852 | 813 | |
Additions | 735 | 175 | 39 | |
Carrying amount at end of year | 1,762 | 1,027 | ₪ 852 | |
Vehicles [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Depreciated balance | 192 | |||
Vehicles [Member] | Cost [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | ||||
Additions | 212 | |||
Carrying amount at end of year | 212 | |||
Vehicles [Member] | Accumulated depreciation [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Carrying amount at beginning of year | ||||
Additions | 20 | |||
Carrying amount at end of year | ₪ 20 |
Intangible Assets (Details)
Intangible Assets (Details) - ILS (₪) ₪ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of detailed information about intangible assets [line items] | |||
Depreciated balance | ₪ 1,273 | ₪ 1,454 | ₪ 1,631 |
Cost [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Carrying amount at beginning of year | 1,720 | 1,824 | 1,824 |
Carrying amount at end of year | 1,720 | 1,720 | 1,824 |
Accumulated depreciation [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Carrying amount at beginning of year | 266 | 193 | 103 |
Additions | 181 | 177 | 90 |
Carrying amount at end of year | 447 | 266 | 193 |
Software [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Depreciated balance | 1,631 | ||
Software [Member] | Cost [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Carrying amount at beginning of year | 104 | 104 | 104 |
Carrying amount at end of year | 104 | 104 | |
Software [Member] | Accumulated depreciation [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Carrying amount at beginning of year | 104 | 104 | 103 |
Additions | 1 | ||
Carrying amount at end of year | 104 | 104 | |
IPR&D [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Depreciated balance | 1,273 | 1,454 | |
IPR&D [Member] | Cost [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Carrying amount at beginning of year | 1,720 | 1,720 | 1,720 |
Carrying amount at end of year | 1,720 | 1,720 | 1,720 |
IPR&D [Member] | Accumulated depreciation [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Carrying amount at beginning of year | 266 | 89 | |
Additions | 181 | 177 | 89 |
Carrying amount at end of year | ₪ 447 | ₪ 266 | ₪ 89 |
Income Tax (Details)
Income Tax (Details) - ILS (₪) ₪ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax (Textual) | |||
Corporate tax rate | 23.00% | 24.00% | 25.00% |
Changes in applicable tax rates, description | The Law stipulates a further reduction in the rate of corporate tax, from 25% to 23%. However, the Law establishes a temporary order by which the corporate tax rate in 2017 will be 24%. As a result, the corporate tax rate applicable in 2017 was 24% and the corporate tax rate from 2018 onwards is 23%. | ||
Bottom of range [Member] | |||
Income Tax (Textual) | |||
Corporate tax rate | 25.00% | ||
Top of range [Member] | |||
Income Tax (Textual) | |||
Corporate tax rate | 26.50% | ||
CollPlant Holdings Ltd. [Member] | |||
Income Tax (Textual) | |||
Carry-forward of losses | ₪ 12.6 | ₪ 11.1 | |
CollPlant Ltd. [Member] | |||
Income Tax (Textual) | |||
Carry-forward of losses | ₪ 152 | ₪ 148 |
Accounts Payable (Details)
Accounts Payable (Details) ₪ in Thousands, $ in Thousands | Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) |
Trade payables: | |||
Current trade payables | ₪ 2,331 | $ 622 | ₪ 2,922 |
Composition of other payables: | |||
Other current payables | 2,366 | $ 631 | 1,996 |
Employees and institutions for employees [Member] | |||
Composition of other payables: | |||
Other current payables | 1,445 | 1,148 | |
Provisions for vacation and others [Member] | |||
Composition of other payables: | |||
Other current payables | 734 | 658 | |
Other [Member] | |||
Composition of other payables: | |||
Other current payables | 187 | 190 | |
Breakdown by currency: NIS [Member] | |||
Trade payables: | |||
Current trade payables | 1,656 | 1,923 | |
Breakdown by currency: In foreign currency (mainly U.S. dollars) [Member] | |||
Trade payables: | |||
Current trade payables | ₪ 675 | ₪ 999 |
Retirement Benefit Obligation (
Retirement Benefit Obligation (Details) - ILS (₪) ₪ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefit Obligation (Textual) | |||
Defined contribution plans | ₪ 1,627 | ₪ 1,378 | ₪ 1,558 |
Financing Agreement (Details)
Financing Agreement (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Alpha [Member] | |||
Financial Agreement [Line Items] | |||
Probability | 5.00% | 5.00% | |
Expected volatility | 57.33% | 64.35% | |
Risk free interest rate | 0.47% | 0.185% | |
Expected term (years) | 9 months 25 days | 2 years | |
Meitav Dash and Ami Sagi [Member] | |||
Financial Agreement [Line Items] | |||
Probability | [1] | 5.00% | 5.00% |
Expected volatility | [1] | 53.31% | 65.64% |
Risk free interest rate | [1] | 0.55% | 0.187% |
Expected term (years) | [1] | 11 months 26 days | 2 years |
[1] | See Note 14(A)(10) and (11) |
Financing Agreement (Details 1)
Financing Agreement (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
First closing Debenture [Member] | ||
Financial Agreement [Line Items] | ||
Fair value of shares of common stock/Warrant - NIS | $ 0.43 | |
Expected volatility | 64.56% | |
Discount on lack of marketability | 20.40% | |
Risk free interest rate | 0.17% | |
Expected term (years) | 1 year 9 months 25 days | |
Expected dividend yield | 0.00% | |
Second closing Debenture [Member] | ||
Financial Agreement [Line Items] | ||
Fair value of shares of common stock/Warrant - NIS | $ 0.43 | |
Expected volatility | 61.29% | |
Discount on lack of marketability | 20.20% | |
Risk free interest rate | 0.19% | |
Expected term (years) | 2 years | |
Expected dividend yield | 0.00% | |
Warrants [Member] | ||
Financial Agreement [Line Items] | ||
Fair value of shares of common stock/Warrant - NIS | $ 0.0955 | |
Expected volatility | 63.79% | |
Risk free interest rate | 1.47% | |
Expected term (years) | 4 years 3 months 29 days | |
Expected dividend yield | 0.00% |
Financing Agreement (Details Te
Financing Agreement (Details Textual) | Jul. 11, 2018shares | Oct. 26, 2017USD ($)shares | Sep. 06, 2017USD ($)shares | Sep. 06, 2017₪ / shares | Nov. 15, 2018ILS (₪) | Dec. 31, 2018ILS (₪)₪ / sharesshares | Dec. 31, 2018ILS (₪)$ / sharesshares | Dec. 31, 2017ILS (₪)shares | Dec. 31, 2018USD ($)shares | Mar. 01, 2018shares | Dec. 31, 2017USD ($)shares | Jul. 28, 2016shares | Jun. 09, 2016shares | Feb. 02, 2016shares |
Financial Agreement (Textual) | ||||||||||||||
Shares issued | 190,735,668 | 190,735,668 | 166,816,328 | 190,735,668 | 166,816,328 | 1,067,916 | ||||||||
Derivatives-comprised of anti-dilution protection ordinary shares | 37,320,978 | 27,399,497 | ||||||||||||
Derivative fair value | ₪ | ₪ 363,186 | ₪ 363,186 | ₪ 140,875 | |||||||||||
Lease monthly payment | ₪ | ₪ 89,000 | |||||||||||||
Building adjustments expenses | ₪ | ₪ 2,500,000 | |||||||||||||
Put option Model [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Warrants to purchase of ordinary shares | 49,607,407 | |||||||||||||
Net of unrecognized loss | ₪ | ₪ 2,302,000 | |||||||||||||
Debentures fair value | ₪ | ₪ 2,434,000 | |||||||||||||
B&S model [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Net of unrecognized loss | ₪ | ₪ 1,376,000 | |||||||||||||
Convertible debentures into pre-paid warrants | 39,322,742 | |||||||||||||
Debentures fair value | ₪ | ₪ 12,639,000 | |||||||||||||
Ordinary Shares [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Shares issued | 250,000,000 | 11,267,833 | 5,745,903 | |||||||||||
Warrants to purchase of ordinary shares | 1,060,000 | |||||||||||||
Ordinary Shares [Member] | January 31, 2018 [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Shares issued | 50 | 50 | 50 | |||||||||||
Alpha Purchase Agreement [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Shares issued | 7,280,000 | |||||||||||||
Debenture principal amount | $ | $ 1,375,144 | $ 2,000,000 | ||||||||||||
Debenture converted price description | The Debentures were convertible at any time at the option of the holder into ADSs at a conversion price of the US dollar equivalent of NIS 15.3897 (calculated in accordance with the rate of exchange of NIS 3.586 per $1.00) per ADS. | |||||||||||||
Gross proceeds of debenture | $ | $ 2,000,000 | |||||||||||||
Warrants to purchase of ordinary shares | 5,836,313 | |||||||||||||
Issuances of fair market value | ₪ | ₪ 3,000,000 | |||||||||||||
Share based compensation | ₪ | ₪ 1,500,000 | ₪ 1,500,000 | ||||||||||||
Alpha Purchase Agreement [Member] | Alpha Warrant [Member] | April 30, 2018 [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Debenture principal amount | $ | $ 1,000,000 | |||||||||||||
Warrants to purchase of ordinary shares | 49,607,407 | |||||||||||||
Warrants exercisable into ordinary shares | 992,149 | |||||||||||||
Warrant to purchase of ordinary shares exercise price | (per share) | ₪ 36.14 | ₪ 10.28 | ||||||||||||
Alpha Purchase Agreement [Member] | Prepaid Warrant [Member] | April 30, 2018 [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Warrants to purchase of ordinary shares | 9,921,482 | |||||||||||||
Warrants exercisable into ordinary shares | 198,430 | |||||||||||||
Alpha Purchase Agreement [Member] | Prepaid Warrant One [Member] | January 31, 2018 [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Debenture principal amount | $ | $ 3,375,144 | |||||||||||||
Warrants to purchase of ordinary shares | 39,322,742 | |||||||||||||
Warrants exercisable into ordinary shares | 786,455 | |||||||||||||
Alpha Purchase Agreement [Member] | Prepaid Warrant One [Member] | April 30, 2018 [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Warrants to purchase of ordinary shares | 8,250,000 | |||||||||||||
Warrants exercisable into ordinary shares | 165,000 | |||||||||||||
Convertible debentures into pre-paid warrants | 8,250,000 | |||||||||||||
Alpha Purchase Agreement [Member] | Tranches One [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Warrants to purchase of ordinary shares | 1,080,503 | |||||||||||||
Ordinary shares and convertible debenture for purchase price | $ | $ 2,000,000 | |||||||||||||
Alpha Purchase Agreement [Member] | Tranches Two [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Ordinary shares and convertible debenture for purchase price | $ | $ 2,000,000 | |||||||||||||
Alpha Purchase Agreement [Member] | Tranches Three [Member] | ||||||||||||||
Financial Agreement (Textual) | ||||||||||||||
Warrants to purchase of ordinary shares | 49,607,407 | |||||||||||||
Warrants exercisable into ordinary shares | 992,148 | |||||||||||||
Warrant to purchase of ordinary shares exercise price | ₪ / shares | ₪ 36.14379 | |||||||||||||
Ordinary shares and convertible debenture for purchase price | $ | $ 1,000,000 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) - ILS (₪) | Sep. 06, 2017 | Nov. 15, 2018 | Oct. 19, 2018 | Jul. 28, 2016 | Apr. 30, 2007 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 01, 2018 | Jun. 09, 2016 | Feb. 02, 2016 |
Commitments and Contingent Liabilities (Textual) | ||||||||||
Operating lease term | The lease is for five years and five months in return for a monthly payment of NIS 89 thousand, with an option to extend for five additional years. | August 18, 2018 | ||||||||
Monthly rent | ₪ 89,000 | ₪ 30,000 | ₪ 54,000 | |||||||
Restricted deposit | ₪ 580,000 | |||||||||
Operating lease agreements description | In addition, as part of the lease agreement the company will not carry the rent monthly payment during the first five months of the lease agreement and will be reimbursed for its building adjustments costs in the amount of NIS 2,500 thousand. | The United License Agreement provides for the payment of an upfront cash payment of $5 million to CollPlant, which was paid to CollPlant in November 2018 following effectiveness of the Agreement. In addition, the United License Agreement provides for a one-time non-refundable option payments of $3 million per Option Product ($9 million in the aggregate), and up to $30 million of milestone payments payable as follows: (i) $5 million upon completion of the U.S. facility design, (ii) $5 million upon completion of production of a specified amount of Bioink, and (iii) $5 million for FDA marketing approval for each Covered Product (up to $20 million in the aggregate). | The lease is for three years with an option to extend for four additional years, in return for a monthly payment of NIS 30 thousand. | The Company signed an agreement with a third party for lease of land in Yessod Hamaala. The lease term ended on April 30, 2017. On July 4, 2017, the Company signed a new agreement for four years with an option for extension of another 6 years. The lease term began on May 1, 2017. The annual rent amount is NIS 120 thousand. | ||||||
Acquired equipment and clean rooms | ₪ 1,849,000 | |||||||||
Shares issued | 1,067,916 | 190,735,668 | 166,816,328 | |||||||
Repaid cash over the term | ₪ 525,000 | |||||||||
Description on royalty | Under the terms of Company's funding from the Israeli Government, royalties of 3%-3.5% are payable on sales of products developed from projects so funded up to 100% of the amount of the grant received by the Company (dollar linked) with the addition of an annual interest based on Libor. | |||||||||
Royalty expense | ₪ 3,200,000 | |||||||||
Royalties before additional libor interest | 31,800,000 | |||||||||
Non-current government grants | 2.2 | |||||||||
Royalties present value | 1,228,000 | |||||||||
Long-term liabilities as a financial liability | ₪ 1,181,000 | |||||||||
Total consideration amount | ₪ 1,197,000 | |||||||||
Assuming funds payable percentage | 100.00% | |||||||||
VAT payables | ₪ 1,800,000 | |||||||||
Lease Agreement Restricted Deposit | ₪ 544,000 | |||||||||
Ordinary Shares [Member] | ||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||
Shares issued | 250,000,000 | 11,267,833 | 5,745,903 | |||||||
Contigent liability [Member] | ||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||
Tax pay | ₪ 1,500,000 |
Equity (Details)
Equity (Details) - ILS (₪) | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 28, 2016 |
Equity [Abstract] | |||
Number of ordinary shares, Registered | 750,000,000 | 500,000,000 | |
Number of ordinary shares, Issued and paid up | 190,735,668 | 166,816,328 | 1,067,916 |
Amount in ordinary shares, Registered | ₪ 22,500,000 | ₪ 15,000,000 | |
Amount in ordinary shares, Issued and paid up | ₪ 5,722,070 | ₪ 5,004,490 |
Equity (Details 1)
Equity (Details 1) - $ / shares | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
No. of options, Outstanding at the beginning of the year | 40,644,792 | 32,888,472 | 45,532,659 | |
No. of options, Granted | 8,050,000 | 9,586,000 | [1] | |
No. of options, Expired | (375,000) | (1,065,305) | (4,076,167) | |
No. of options, Forfeited | (1,450,000) | (764,375) | (4,947,135) | |
No. of options, Exercised | (3,620,885) | |||
No. of options, Outstanding at the end of the year | 46,869,792 | 40,644,792 | 32,888,472 | |
No. of options, Exercisable at the end of the year | 27,936,172 | 20,922,506 | 14,350,118 | |
Weighted average of exercise price, Outstanding at the beginning of the year | $ 0.63 | $ 0.65 | $ 0.59 | |
Weighted average of exercise price, Granted | 0.57 | 0.56 | ||
Weighted average of exercise price, Expired | 0.6 | 0.6 | ||
Weighted average of exercise price, Forfeited | 0.6 | 0.35 | ||
Weighted average of exercise price, Exercised | 0.26 | |||
Weighted average of exercise price, Outstanding at the end of the year | 0.63 | 0.63 | 0.65 | |
Weighted average of exercise price, Exercisable at the end of the year | 0.57 | 0.57 | $ 0.56 | |
Bottom of range [member] | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Weighted average of exercise price, Expired | 0.58 | |||
Weighted average of exercise price, Forfeited | 0.6 | |||
Top of range [member] | ||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||||
Weighted average of exercise price, Expired | $ 1.39 | |||
Weighted average of exercise price, Forfeited | $ 0.44 | |||
[1] | Not including options to Directors and CEO which were subject to shareholder approval. |
Equity (Details 2)
Equity (Details 2) - ₪ / shares | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of range of exercise prices of outstanding share options [line items] | ||||
Number of outstanding options | 46,869,792 | 40,644,792 | 32,888,472 | 45,532,659 |
Weighted average of the remaining contractual life | 5 years 9 months 22 days | 6 years 9 months 11 days | 7 years 8 months 19 days | |
Bottom of range [Member] | ||||
Disclosure of range of exercise prices of outstanding share options [line items] | ||||
Exercise price range | ₪ 0 | ₪ 0.26 | ₪ 0.26 | |
Top of range [Member] | ||||
Disclosure of range of exercise prices of outstanding share options [line items] | ||||
Exercise price range | ₪ 1.39 | ₪ 1.39 | ₪ 1.39 |
Equity (Details Textual)
Equity (Details Textual) | Jul. 11, 2018ILS (₪)shares | Mar. 01, 2018₪ / sharesshares | Dec. 26, 2017ILS (₪)shares | Dec. 26, 2017USD ($)shares | Nov. 09, 2017ILS (₪)₪ / sharesshares | Nov. 08, 2017ILS (₪)₪ / sharesshares | Jun. 09, 2016ILS (₪)₪ / sharesshares | Feb. 02, 2016ILS (₪)₪ / sharesshares | Jul. 26, 2018 | Apr. 16, 2018₪ / shares | Jan. 18, 2018shares | Feb. 12, 2017ILS (₪)₪ / sharesshares | Nov. 17, 2016 | Jun. 30, 2017ILS (₪)share₪ / sharesshares | Dec. 31, 2018ILS (₪)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017shares | Jul. 28, 2016ILS (₪)shareshares |
Equity (Textual) | ||||||||||||||||||
Shares issued | 190,735,668 | 190,735,668 | 166,816,328 | 1,067,916 | ||||||||||||||
Shares held by the Company | 920,461 | 920,461 | ||||||||||||||||
Ordinary shares holders right to vote and participate shareholder meetings description | The ordinary shares confer on their holders the right to vote and participate in shareholder meetings (with one vote for each share), the right to receive profits and the right to participate in surplus assets on liquidation of the Company. | The ordinary shares confer on their holders the right to vote and participate in shareholder meetings (with one vote for each share), the right to receive profits and the right to participate in surplus assets on liquidation of the Company. | ||||||||||||||||
Capital raise amount | ₪ | ₪ 11,800,000 | ₪ 8,200,000 | ₪ 7,200,000 | |||||||||||||||
Issuance costs | ₪ 684,000 | ₪ 643,000 | ₪ 404,000 | ₪ 6,383,000 | $ 1,703,000 | |||||||||||||
Acquired equipment and clean rooms | ₪ | ₪ 1,849,000 | |||||||||||||||||
Total consideration amount paid in cash | ₪ | ₪ 1,197,000 | |||||||||||||||||
Total consideration amount paid in shares | share | 1,067,916 | |||||||||||||||||
Repaid cash over the term | ₪ | ₪ 525,000 | |||||||||||||||||
Ordinary shares and warrants description | Pursuant to the reverse split each 3 ordinary shares of NIS 0.01 par value were converted into one share of NIS 0.03 par value of the Company. Additionally, according to the share option plan of the Company, every 3 unlisted options that were allocated through private offers to directors, employees, consultants and officers under the option plan are exercisable into one ordinary share of the Company of NIS 0.03 par value. No change took place in the exercise price of the options, as above; however, the total exercise price for one share of NIS 0.03 par value will be the former exercise price for one share of NIS 0.01 par value multiplied by 3. Further, according to the terms and conditions of the marketable warrants of the Company, each 3 marketable warrants that the Company issued are exercisable into one ordinary share of the Company of NIS 0.03 par value. There will be no change in the exercise price of those warrants; however, the total exercise price for one share of NIS 0.03 par value will be the former exercise price for one share of NIS 0.01 par value multiplied by 3. Following the reverse split, the Company retrospectively reflected the change in the share capital of the Company for all periods presented. Unless otherwise indicated, all of the share numbers, losses per share, share prices, options and warrants in these financial statements have been adjusted, on a retroactive basis, to reflect this 1 to 3 reverse share split. | |||||||||||||||||
Meitav Purchase Agreement [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Ordinary shares of par value | ₪ / shares | ₪ 40 | |||||||||||||||||
Warrants exercisable into ordinary shares | 11,900,000 | |||||||||||||||||
Exercise period | 5 years | |||||||||||||||||
Meitav Purchase Agreement [Member] | Tranches One [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Shares issued | 11,900,000 | 11,900,000 | 9,500,000 | |||||||||||||||
Gross proceeds of debenture | ₪ 4,760,000 | $ 1,384,824 | ||||||||||||||||
Ordinary shares purchase price | ₪ | ₪ 3,800,000 | |||||||||||||||||
Meitav Purchase Agreement [Member] | Tranches Two [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Shares issued | 11,900,000 | 11,900,000 | 2,400,000 | |||||||||||||||
Gross proceeds of debenture | ₪ 4,760,000 | $ 1,384,824 | ||||||||||||||||
Percentage of closing securities purchase agreement | 20.00% | |||||||||||||||||
Ordinary shares purchase price | ₪ | ₪ 960,000 | |||||||||||||||||
Meitav Purchase Agreement [Member] | Tranches Three [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Warrants to purchase of ordinary shares | 11,900,000 | 11,900,000 | ||||||||||||||||
Sagy Purchase Agreement [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Ordinary shares of par value | ₪ / shares | ₪ 40 | |||||||||||||||||
Warrants exercisable into ordinary shares | 9,300,000 | |||||||||||||||||
Exercise period | 5 years | |||||||||||||||||
Sagy Purchase Agreement [Member] | Tranches One [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Shares issued | 9,300,000 | |||||||||||||||||
Warrants exercisable into ordinary shares | 9,300,000 | 9,300,000 | ||||||||||||||||
Gross proceeds of debenture | ₪ 3,720,000 | $ 1,054,122 | ||||||||||||||||
Ordinary shares purchase price | ₪ | ₪ 3,700,000 | |||||||||||||||||
Sagy Purchase Agreement [Member] | Tranches Two [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Warrants to purchase of ordinary shares | 9,300,000 | 9,300,000 | ||||||||||||||||
Security Purchase Agreement [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Shares issued | 4,344,340 | |||||||||||||||||
Ordinary shares and warrants description | Pursuant to which the Company issued on July 31, 2018, in a private placement, 11,125,000 ordinary shares for an aggregate purchase price of NIS 4,561,250 (approximately $1.25 million). | The Company signed Security Purchase Agreements for the purchase and sale, in a private placement, of an aggregate of 4,344,340 ordinary shares for an aggregate of NIS 2.2 million to the following three investors as follows: (i) Alpha entered into a Security Purchase Agreement for the purchase of 1,275,340 ordinary shares for NIS 638 thousand; (ii) Ami Sagi entered into a Security Purchase Agreement for the purchase of 2,046,000 ordinary shares for NIS 1 million; and (iii) Docor International BV entered into a Security Purchase Agreement for the purchase of 1,023,000 ordinary shares for NIS 511 thousand. Closing occurred on January 25, 2018. | ||||||||||||||||
Ordinary Shares [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Shares issued | 250,000,000 | 11,267,833 | 5,745,903 | |||||||||||||||
Shares held by the Company | 21,200 | 750,000,000 | ||||||||||||||||
Ordinary shares of par value | ₪ / shares | ₪ 0.03 | |||||||||||||||||
Warrants to purchase of ordinary shares | 1,060,000 | |||||||||||||||||
Share based compensation | ₪ | ₪ 492,000 | |||||||||||||||||
Ordinary Shares [Member] | January 31, 2018 [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Shares issued | 50 | 50 | ||||||||||||||||
Series I Warrants [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Number of warrants | 12,930,505 | |||||||||||||||||
Warrants exercisable into ordinary shares | 4,310,168 | |||||||||||||||||
Warrant to purchase of ordinary shares exercise price | ₪ / shares | ₪ 0.80 | |||||||||||||||||
Exercise period | 3 years | |||||||||||||||||
Series I Warrants [Member] | Israeli Broker [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Number of warrants | 814,520 | |||||||||||||||||
Warrants exercisable into ordinary shares | 271,507 | |||||||||||||||||
Warrant to purchase of ordinary shares exercise price | ₪ / shares | ₪ 0.80 | ₪ 0.4 | ||||||||||||||||
Exercise period | 3 years | |||||||||||||||||
Series J Warrants [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Number of warrants | 8,618,855 | |||||||||||||||||
Warrants exercisable into ordinary shares | 2,872,952 | |||||||||||||||||
Warrant to purchase of ordinary shares exercise price | ₪ / shares | ₪ 0.575 | |||||||||||||||||
Warrants expired | On July 31, 2016, 8,618,855 Series J warrants expired. | |||||||||||||||||
Series K Warrants [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Number of warrants | 33,803,500 | |||||||||||||||||
Warrants exercisable into ordinary shares | 11,267,833 | |||||||||||||||||
Warrant to purchase of ordinary shares exercise price | ₪ / shares | ₪ 0.60 | |||||||||||||||||
Exercise period | 3 years | |||||||||||||||||
Series K Warrants [Member] | Israeli Broker [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Number of warrants | 2,728,000 | |||||||||||||||||
Warrants exercisable into ordinary shares | 909,333 | |||||||||||||||||
Warrant to purchase of ordinary shares exercise price | ₪ / shares | ₪ 0.60 | ₪ 0.4 | ||||||||||||||||
Exercise period | 3 years | |||||||||||||||||
Series L Warrants [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Shares issued | 21,152,000 | |||||||||||||||||
Number of warrants | 10,576,000 | 10,055,464 | ||||||||||||||||
Warrants exercisable into ordinary shares | 10,576,000 | 10,055,464 | ||||||||||||||||
Warrant to purchase of ordinary shares exercise price | ₪ / shares | ₪ 0.36 | ₪ 0.36 | ||||||||||||||||
Total consideration amount paid in cash | ₪ | ₪ 3,618,000 | |||||||||||||||||
Total consideration amount paid in shares | share | 1,461,936 | |||||||||||||||||
Series L Warrants [Member] | Israeli Broker [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Number of warrants | 941,400 | |||||||||||||||||
Warrants exercisable into ordinary shares | 941,400 | |||||||||||||||||
Warrant to purchase of ordinary shares exercise price | ₪ / shares | ₪ 0.36 | |||||||||||||||||
Warrants expired | Series L warrants that were not exercised expired on June 14, 2017. |
Equity (Details Textual 1)
Equity (Details Textual 1) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands, $ in Thousands | Sep. 10, 2018 | May 01, 2018₪ / sharesshares | Jan. 14, 2018ILS (₪)₪ / shares | Aug. 22, 2017ILS (₪)₪ / sharesshares | Aug. 15, 2016shares | Mar. 20, 2018ILS (₪)₪ / sharesshares | Dec. 31, 2018ILS (₪)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪)₪ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016ILS (₪)shares |
Equity (Textual) | |||||||||||
Approved grant options | 3,620,885 | ||||||||||
Options to purchase of ordinary shares | 235,413 | ||||||||||
Share-based compensation to employees and consultants | ₪ 5,169 | $ 1,379 | ₪ 4,970 | ₪ 3,572 | |||||||
Options exercisable | 27,936,172 | 20,922,506 | 20,922,506 | 14,350,118 | |||||||
Total unrecognized compensation cost of stock options | ₪ | ₪ 2,000 | ||||||||||
Unrecognized compensation cost of employee stock options is expected to be recognized. | 4 years | 4 years | |||||||||
Employees and Officers [Member] | |||||||||||
Equity (Textual) | |||||||||||
Options to purchase of ordinary shares to each | 9,100,000 | ||||||||||
One Director [Member] | |||||||||||
Equity (Textual) | |||||||||||
Approved grant options | 486,000 | ||||||||||
Options to purchase of ordinary shares | 486,000 | ||||||||||
Options granted | 221,000 | ||||||||||
Option exercise price | ₪ / shares | ₪ 0.33 | ||||||||||
Fair value of general meeting approval options | ₪ | ₪ 99 | ||||||||||
Grant date fair value of options | ₪ / shares | ₪ 0.13 | ||||||||||
Expected dividend rate | 0.00% | ||||||||||
Expected volatility rate | 60.53% | ||||||||||
Risk-free interest rate | 2.00% | ||||||||||
Expected term | 4 years | ||||||||||
Options exercisable | 265,000 | ||||||||||
Fair value of each option share price | ₪ / shares | ₪ 0.29 | ||||||||||
Shareholder [Member] | |||||||||||
Equity (Textual) | |||||||||||
Fair value of general meeting approval options | ₪ | ₪ 1,998 | ||||||||||
Grant date fair value of options | ₪ / shares | ₪ 0.29 | ||||||||||
Expected dividend rate | 0.00% | ||||||||||
Expected volatility rate | 63.00% | ||||||||||
Risk-free interest rate | 2.00% | ||||||||||
Expected term | 4 years | ||||||||||
Stock option, description | The Company's shareholders approved (i) the grant of 3,750,000 options to purchase 3,750,000 ordinary shares to Yehiel Tal, the chief executive officer, (ii) the grant of 650,000 options to purchase 650,000 ordinary shares to Adi Goldin, a director and former chairman, (iii) the grant to each of the directors, Abraham Havron, David Tsur and Scott Burell, of 500,000 options to purchase 500,000 ordinary shares, (iv) the grant to each of Gili Hart, external director, and Elan Penn, external director, of 500,000 options to purchase 500,000 ordinary shares, and (v) the annual and attendance compensation to David Tsur, in accordance with the fixed amounts in accordance with the Companies Law. Following their approval, each of the foregoing options may be exercised at a price per option of NIS 0.58 and the options will vest over four years, in which one quarter will vest one year after the grant date and the remaining balance will vest in equal parts at the end of each subsequent quarter. | ||||||||||
Board Of Director [Member] | |||||||||||
Equity (Textual) | |||||||||||
Options to purchase of ordinary shares | 250,000 | 900,000 | |||||||||
Options granted | 250,000 | 900,000 | |||||||||
Services agreement, description | The Company signed a one year service agreement with a service provider according to which in return to its services the Company will pay a monthly retainer and issue a total of 12,000 restricted ADSs (600,000 ordinary shares) in 3 tranches of 4,000 ADSs (200,000 ordinary shares) each: (i) following the execution of the agreement, (ii) Febuary 1, 2019, (iii) June 1, 2019. If the agreement is canceled prior to the issuance date the share balance is not owed. | ||||||||||
Options to purchase of ordinary shares to each | 9,100,000 | ||||||||||
Option exercise price | ₪ / shares | ₪ 0.44 | ₪ 0.49 | ₪ 0.58 | ||||||||
Fair value of general meeting approval options | ₪ | ₪ 170 | ||||||||||
Grant date fair value of options | ₪ / shares | ₪ 0.19 | ||||||||||
Expected dividend rate | 0.00% | 0.00% | |||||||||
Expected volatility rate | 62.87% | 61.96% | |||||||||
Risk-free interest rate | 2.00% | 2.00% | |||||||||
Expected term | 4 years | 4 years | |||||||||
Fair value of each option share price | $ / shares | $ 0.23 | ||||||||||
Description of vesting period | The options will vest over four years in which one quarter will vest one year after the grant date and the remaining balance will vest in equal parts at the end of each subsequent quarter. | The options will vest over four years in which one quarter will vest one year after the grant date and the remaining balance will vest in equal parts at the end of each subsequent quarter. |
Revenues (Details)
Revenues (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016ILS (₪) | |
Revenues [Abstract] | ||||
Revenues from the sales of goods | ₪ 2,657 | ₪ 1,668 | ||
Revenues from the rendering of services | 682 | |||
Revenues from licensing agreement (see Note 2N) | 14,695 | |||
Revenue | ₪ 18,034 | $ 4,812 | ₪ 1,668 | ₪ 292 |
Revenues (Details 1)
Revenues (Details 1) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016ILS (₪) | |
Disclosure of geographical areas [line items] | ||||
Revenue | ₪ 18,034 | $ 4,812 | ₪ 1,668 | ₪ 292 |
United states and Canada [Member] | ||||
Disclosure of geographical areas [line items] | ||||
Revenue | 17,511 | 802 | ||
Europe [Member] | ||||
Disclosure of geographical areas [line items] | ||||
Revenue | ₪ 523 | ₪ 866 |
Revenues (Details 2)
Revenues (Details 2) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016ILS (₪) | |
Disclosure of major customers [line items] | ||||
Revenue | ₪ 18,034 | $ 4,812 | ₪ 1,668 | ₪ 292 |
Customer A [Member] | ||||
Disclosure of major customers [line items] | ||||
Revenue | 15,375 | 688 | ||
Customer B [Member] | ||||
Disclosure of major customers [line items] | ||||
Revenue | 521 | |||
Customer C [Member] | ||||
Disclosure of major customers [line items] | ||||
Revenue | 295 | |||
Customer D [Member] | ||||
Disclosure of major customers [line items] | ||||
Revenue | ₪ 1,816 |
Revenues (Details 3)
Revenues (Details 3) ₪ in Thousands | 12 Months Ended | |
Dec. 31, 2018ILS (₪) | ||
Revenues [Abstract] | ||
Beginning balance | ||
Contract liability recognized due to LB agreement | 7,346 | |
Revenue recognized during the period | (37) | |
End Balance | 7,309 | [1] |
Contract liability presented in current liabilities | 3,636 | |
Contract liability presented in non-current liabilities | ₪ 3,673 | [2] |
[1] | Represents the unfulfilled performance obligation related to First BioInk. | |
[2] | As of December 31, 2018, non-current contract liabilities are estimated to be recognized in 2020. |
Revenues (Details Textual)
Revenues (Details Textual) | 12 Months Ended |
Dec. 31, 2018 | |
Revenues [Abstract] | |
Percentage of entity's revenue | 10.00% |
Research and Development Expe_3
Research and Development Expenses, Net (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016ILS (₪) | |
Schedule of Research and Development Expenses [Line Items] | ||||
Research and development expense | ₪ 16,213 | $ 4,325 | ₪ 16,921 | ₪ 29,200 |
Less: Participation in R&D expenses, See Note 13b | (573) | (9,257) | ||
IIA participation in R&D expenses, See Note 13(a)(2) | 3,227 | (2,282) | (3,154) | |
Participation in research and development expenses | 3,227 | 861 | (2,855) | (12,411) |
Research and development expenses, net | 19,440 | $ 5,186 | 14,066 | 16,789 |
Payroll and related expenses [Member] | ||||
Schedule of Research and Development Expenses [Line Items] | ||||
Research and development expense | 7,080 | 7,687 | 8,728 | |
Share-based payments [Member] | ||||
Schedule of Research and Development Expenses [Line Items] | ||||
Research and development expense | 1,626 | 1,197 | 2,127 | |
Subcontractors and consultants [Member] | ||||
Schedule of Research and Development Expenses [Line Items] | ||||
Research and development expense | 1,064 | 2,554 | 11,328 | |
Consumables and materials [Member] | ||||
Schedule of Research and Development Expenses [Line Items] | ||||
Research and development expense | 1,112 | 698 | 1,806 | |
Depreciation and amortization [Member] | ||||
Schedule of Research and Development Expenses [Line Items] | ||||
Research and development expense | 971 | 1,002 | 826 | |
Rent and maintenance [Member] | ||||
Schedule of Research and Development Expenses [Line Items] | ||||
Research and development expense | 2,805 | 2,700 | 2,963 | |
Other [Member] | ||||
Schedule of Research and Development Expenses [Line Items] | ||||
Research and development expense | ₪ 1,555 | ₪ 1,083 | ₪ 1,422 |
General, Administrative and M_3
General, Administrative and Marketing Expenses (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016ILS (₪) | ||
General Administrative And Marketing Expenses [Line Items] | |||||
General, Administrative and Marketing Expenses | ₪ 12,480 | $ 3,330 | ₪ 8,303 | ₪ 11,048 | |
Payroll and related expenses [Member] | |||||
General Administrative And Marketing Expenses [Line Items] | |||||
General, Administrative and Marketing Expenses | 4,142 | 2,926 | 2,822 | ||
Share-based payments [Member] | |||||
General Administrative And Marketing Expenses [Line Items] | |||||
General, Administrative and Marketing Expenses | [1] | 3,514 | 2,243 | 1,445 | |
Directors' salary and insurance [Member] | |||||
General Administrative And Marketing Expenses [Line Items] | |||||
General, Administrative and Marketing Expenses | 604 | 411 | 787 | ||
Rent and office maintenance [Member] | |||||
General Administrative And Marketing Expenses [Line Items] | |||||
General, Administrative and Marketing Expenses | 321 | 321 | 364 | ||
Professional services [Member] | |||||
General Administrative And Marketing Expenses [Line Items] | |||||
General, Administrative and Marketing Expenses | 3,085 | 1,827 | 5,039 | ||
Depreciation [Member] | |||||
General Administrative And Marketing Expenses [Line Items] | |||||
General, Administrative and Marketing Expenses | 81 | 47 | 38 | ||
Other [Member] | |||||
General Administrative And Marketing Expenses [Line Items] | |||||
General, Administrative and Marketing Expenses | ₪ 733 | ₪ 528 | ₪ 553 | ||
[1] | Share-based payments expenses for the year ended December 31, 2017 and 2018, include amount of NIS 1.5 million and NIS 494,000, respectively, due to fair value estimate of services received from Alpha. |
General, Administrative and M_4
General, Administrative and Marketing Expenses (Details Textual) - ILS (₪) ₪ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
General, Administrative and Marketing Expenses (Textual) | ||
Share-based payments expenses | ₪ 492,000 | ₪ 1,500 |
Financing Expenses (Income), _3
Financing Expenses (Income), Net (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017ILS (₪) | Dec. 31, 2016ILS (₪) | |
Financing expenses: | ||||
Financing expenses arising from liability to the IIA | ₪ 138 | ₪ 273 | ₪ 129 | |
Bank and other fees | 57 | 32 | 61 | |
Other financing expenses | 30 | 75 | ||
Exchange rate differences | 251 | |||
Total financing expenses | 225 | $ 60 | 380 | 441 |
Financing income: | ||||
Remeasurement of financial instruments | 891 | 35 | ||
Exchange rate differences | 759 | 218 | (93) | |
Total financing income | 1,650 | 440 | 253 | 93 |
Financing expenses (income), net | ₪ (1,425) | $ (380) | ₪ 127 | ₪ 348 |
Loss Per Share (Details)
Loss Per Share (Details) | 12 Months Ended |
Dec. 31, 2018shares | |
Loss Per Share [Line Items] | |
Diluted loss per | 47,944,792 |
Series I Warrants [Member] | |
Loss Per Share [Line Items] | |
Dilutive effect of share options on number of ordinary shares | 13,745,025 |
Series K Warrants [Member] | |
Loss Per Share [Line Items] | |
Dilutive effect of share options on number of ordinary shares | 36,531,500 |
Warrants [Member] | |
Loss Per Share [Line Items] | |
Dilutive effect of share options on number of ordinary shares | 70,807,407 |
Transactions and Balances wit_3
Transactions and Balances with Related Parties (Details) ₪ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪)Directors | Dec. 31, 2017ILS (₪)Directors | Dec. 31, 2016ILS (₪)Directors | ||
Transactions and Balances with Related Parties [Abstract] | ||||
CEO's salary | [1] | ₪ 2,129 | ₪ 1,988 | ₪ 2,010 |
Share-based payments portion | 793 | 455 | 1,066 | |
Remuneration of directors | 1,057 | 613 | 1,214 | |
Share-based payments portion | ₪ 627 | ₪ 279 | ₪ 558 | |
Number of directors | Directors | 7 | 6 | 6 | |
[1] | In accordance with the CEO's employment agreement, the CEO will be eligible for a bonus based on qualitative criteria and parameters determined by the Company, which will amount to a maximum of four salaries, plus a special bonus based on the fulfillment of additional conditions. |
Transactions and Balances wit_4
Transactions and Balances with Related Parties (Details 1) - ILS (₪) ₪ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Transactions and Balances with Related Parties [Abstract] | ||
For salary, incidentals and other benefits, the balance is stated in other payables under current liabilities | ₪ (180) | ₪ (577) |
Transactions and Balances wit_5
Transactions and Balances with Related Parties (Details 2) ₪ in Thousands | 12 Months Ended | |||
Dec. 31, 2018ILS (₪)Managers | Dec. 31, 2017ILS (₪)Managers | Dec. 31, 2016ILS (₪)Managers | ||
Transactions and Balances with Related Parties [Abstract] | ||||
Salary and other short-term benefits | ₪ 4,503 | ₪ 4,119 | ₪ 3,917 | |
Share-based payments | 1,261 | 1,051 | 2,147 | |
Total benefits | ₪ 5,764 | ₪ 5,170 | ₪ 6,064 | |
Number of key managers | Managers | 7 | [1] | 6 | 6 |
[1] | Include cost of salary to two former executive officers who ended their tenure during 2018. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event [member] | 1 Months Ended |
Jan. 30, 2019shares | |
Subsequent Events (Textual) | |
Description of vesting period | Each of the options may be exercised at a price per option of $0.101 per share. The Options shall vest over a period of four years from their date of grant, with 25% of the Options vesting on the first anniversary of the date of grant and the remaining Options vesting equally on a quarterly basis during the three years thereafter. |
Chairman [Member] | |
Subsequent Events (Textual) | |
Options to purchase common stock | 12,319,500 |
Services agreement, description | Under the Agreement, Mr. Rigby shall be entitled to an annual fee of $70,000 plus VAT, to be paid on a monthly basis and options to purchase 12,319,500 ordinary shares (represented by 246,390 ADSs exercisable at $5.07 per ADS) exercisable at $0.101 per share. |
Description of vesting period | The options shall have a term of seven years and shall vest upon the earlier of (1) an equity raise of at least US$10 million, in one or more financings, or (2) will vest over a period of four years, with a quarter of the options vesting on January 31, 2020, and the remaining options vesting in equal parts at the end of every quarter thereafter. |
Description of options exercisable | (i) 9,050,000 options exercisable into total of 9,050,000 ordinary shares to the company's officers, employees and consultants, and (ii) , subject to shareholders approval, 2,000,000 options exercisable into total of 2,000,000 ordinary shares to members of the board of directors, in the following manner: (i) 250,000 options exercisable into 250,000 ordinary shares, to each of Dr. Abraham Havron, Dr. Gili Hart, Dr. Elan Penn, Scott R. Burell and Adi Goldin; and (ii) 750,000 options exercisable into 750,000 ordinary shares to Dr. Wolfgang Ruttenstorfer. |