UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF
1934
For the month of September 2014
Commission File Number 001-33042
ROSETTA GENOMICS LTD.
(Translation of registrant’s name
into English)
|
10 Plaut Street, Science Park |
Rehovot 76706, Israel |
(Address of Principal Executive Offices) |
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F [Ö ] Form
40-F [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Rosetta Genomics Ltd.
The unaudited condensed
interim consolidated financial statements of Rosetta Genomics Ltd. (the “Company”) and its subsidiaries as of and
for the six months ended June 30, 2014 are filed as Exhibit 99.1 to this Form 6-K and incorporated by reference herein. A
copy of the press release issued by the Company on September 17, 2014 is filed as Exhibit 99.2 to this Form 6-K and
incorporated by reference herein.
The information contained in this Report
(included the exhibits hereto) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3,
File Nos. 333-163063, 333-171203, 333-172655, 333-177670 and 333-185338.
Exhibits
Exhibit
Number |
Description of Exhibit |
99.1 | Unaudited Condensed Interim Consolidated Financial Statements as of and for the six months ended June 30, 2014. |
99.2 | Press Release dated September 17, 2014. |
| 101 | The following materials from Exhibit 99.1 to this Report on Form 6-K formatted in XBRL (eXtensible Business Reporting Language):
(i) the Condensed Interim Consolidated Balance Sheets, (ii) the Condensed Interim Consolidated Statements of Loss, (iii) the Condensed
Interim Consolidated Statements of Changes in Shareholders' Equity, (iv) the Condensed Interim Consolidated Statements of Cash
Flows, and (v) Notes to Condensed Interim Consolidated Financial Statements. |
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
ROSETTA GENOMICS LTD. |
|
Date: September 17, 2014 |
By: |
/s/
Oded Biran |
|
|
|
Oded Biran
Chief Legal Officer and Corporate Secretary |
|
|
Exhibit 99.1
ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY
CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
AS OF JUNE 30, 2014
UNAUDITED
INDEX
- - - - - - - - - - - - - - - - - - -
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
CONDENSED INTERIM CONSOLIDATED
BALANCE SHEETS
U.S. dollars in thousands
| |
| | |
June 30, | | |
December 31, | |
| |
Note | | |
2014 | | |
2013 | |
| |
| | |
Unaudited | | |
| |
| |
| | | |
| | | |
| | |
ASSETS | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
CURRENT ASSETS: | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Cash and cash equivalents | |
| | | |
$ | 9,057 | | |
$ | 16,774 | |
Restricted cash | |
| | | |
| 59 | | |
| 24 | |
Short-term bank deposits | |
| | | |
| 10,670 | | |
| 7,667 | |
Trade receivables | |
| | | |
| 444 | | |
| 224 | |
Other accounts receivable and prepaid expenses | |
| | | |
| 645 | | |
| 309 | |
| |
| | | |
| | | |
| | |
Total
current assets | |
| | | |
| 20,875 | | |
| 24,998 | |
| |
| | | |
| | | |
| | |
LONG-TERM ASSETS: | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Long-term account receivable | |
| | | |
| 8 | | |
| 8 | |
Property and equipment, net | |
| | | |
| 790 | | |
| 874 | |
| |
| | | |
| | | |
| | |
Total
long-term assets | |
| | | |
| 798 | | |
| 882 | |
| |
| | | |
| | | |
| | |
Total
assets | |
| | | |
$ | 21,673 | | |
$ | 25,880 | |
| |
| | | |
| | | |
| | |
The accompanying notes are an integral part of the unaudited
condensed interim consolidated financial statements.
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
CONDENSED INTERIM CONSOLIDATED
BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
| |
| | |
June 30, | | |
December 31, | |
| |
Note | | |
2014 | | |
2013 | |
| |
| | |
Unaudited | | |
| |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Trade payables | |
| | | |
$ | 752 | | |
$ | 906 | |
Other accounts payable and accruals | |
| | | |
| 758 | | |
| 1,032 | |
| |
| | | |
| | | |
| | |
Total current liabilities | |
| | | |
| 1,510 | | |
| 1,938 | |
| |
| | | |
| | | |
| | |
LONG-TERM LIABILITIES: | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Warrants related to share purchase agreements | |
| 4 | | |
| 59 | | |
| 81 | |
Deferred revenue | |
| | | |
| 228 | | |
| 228 | |
| |
| | | |
| | | |
| | |
Total long-term liabilities | |
| | | |
| 287 | | |
| 309 | |
| |
| | | |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
SHAREHOLDERS' EQUITY: | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Share capital: | |
| | | |
| | | |
| | |
Ordinary shares of NIS 0.6 par value: 40,000,000 shares authorized at June 30, 2014 and
December 31, 2013; 11,234,720 (unaudited ) and 10,473,488 shares issued at June 30, 2014
and December 31, 2013, respectively; 11,231,462 (unaudited) and 10,470,230 shares
outstanding at June 30, 2014 and December 31, 2013, respectively | |
| | | |
| 1,739 | | |
| 1,609 | |
Additional paid-in capital | |
| | | |
| 133,720 | | |
| 130,423 | |
Accumulated deficit | |
| | | |
| (115,583 | ) | |
| (108,399 | ) |
| |
| | | |
| | | |
| | |
Total
shareholders' equity | |
| | | |
| 19,876 | | |
| 23,633 | |
| |
| | | |
| | | |
| | |
Total liabilities
and shareholders' equity | |
| | | |
$ | 21,673 | | |
$ | 25,880 | |
The accompanying notes are an integral part of the unaudited
condensed interim consolidated financial statements.
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
CONDENSED INTERIM CONSOLIDATED
STATEMENTS OF LOSS
U.S. dollars in thousands (except share and per share data)
| |
Note | | |
Six months ended June 30, | |
| |
| | |
2014 | | |
2013 | |
| |
| | |
Unaudited | |
| |
| | |
| | |
| |
Revenues | |
| | | |
$ | 554 | | |
$ | 193 | |
Cost of revenues | |
| | | |
| 770 | | |
| 434 | |
| |
| | | |
| | | |
| | |
Gross loss | |
| | | |
| 216 | | |
| 241 | |
| |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Research and development, net | |
| | | |
| 1,011 | | |
| 877 | |
Marketing and business development | |
| | | |
| 3,393 | | |
| 3,563 | |
General and administrative | |
| | | |
| 2,620 | | |
| 1,989 | |
| |
| | | |
| | | |
| | |
Total operating expenses | |
| | | |
| 7,024 | | |
| 6,429 | |
| |
| | | |
| | | |
| | |
Operating loss | |
| | | |
| 7,240 | | |
| 6,670 | |
Tax expenses | |
| | | |
| 8 | | |
| - | |
Financial income, net | |
| 7 | | |
| 64 | | |
| 104 | |
| |
| | | |
| | | |
| | |
Loss from continuing operations | |
| | | |
| 7,184 | | |
| 6,566 | |
Net income from discontinued operations (Note 1) | |
| 1 | | |
| - | | |
| 273 | |
| |
| | | |
| | | |
| | |
Net loss after discontinued operations | |
| | | |
$ | 7,184 | | |
$ | 6,293 | |
| |
| | | |
| | | |
| | |
Basic and diluted net loss per ordinary share from continuing operations attributable to Rosetta Genomics' shareholders | |
| | | |
$ | 0.66 | | |
$ | 0.71 | |
| |
| | | |
| | | |
| | |
Basic and diluted net income per ordinary share of discontinued operations attributable to Rosetta Genomics' shareholders | |
| | | |
$ | - | | |
$ | (0.03 | ) |
| |
| | | |
| | | |
| | |
Basic and diluted net loss per ordinary share attributable to Rosetta Genomics' shareholders | |
| | | |
$ | 0.66 | | |
$ | 0.68 | |
| |
| | | |
| | | |
| | |
Weighted average number of ordinary shares used to compute basic net loss per ordinary share | |
| | | |
| 10,806,738 | | |
| 9,213,633 | |
Weighted average number of ordinary shares used to compute diluted net loss per ordinary share | |
| | | |
| 10,806,738 | | |
| 9,215,175 | |
The accompanying notes are an integral part of the unaudited
condensed interim consolidated financial statements.
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
CONDENSED INTERIM CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
U.S. dollars in thousands (except share and per share data)
| |
Number of
Ordinary
shares | | |
Share capital | | |
Additional
paid-in capital | | |
Accumulated
deficit | | |
Total Stockholders' equity (deficit) | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of January 1, 2013 | |
| 9,096,547 | | |
$ | 1,379 | | |
$ | 125,023 | | |
$ | (95,502 | ) | |
$ | 30,900 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of shares in May 2013, net of $144 issuance expenses | |
| 628,245 | | |
| 103 | | |
| 2,397 | | |
| - | | |
| 2,500 | |
Issuance of shares in June 2013, net of $11 issuance expenses | |
| 94,015 | | |
| 16 | | |
| 348 | | |
| - | | |
| 364 | |
Issuance of shares on September 2013, net of $0.3 issuance expenses | |
| 2,950 | | |
| (*) - | | |
| 10 | | |
| | | |
| 10 | |
Issuance of shares on October 2013, net of $24 issuance expenses | |
| 240,935 | | |
| 41 | | |
| 725 | | |
| | | |
| 766 | |
Issuance of shares on December 2013, net of $34 issuance expenses | |
| 331,738 | | |
| 57 | | |
| 1,037 | | |
| | | |
| 1,094 | |
RSU's conversion | |
| 75,000 | | |
| 13 | | |
| (13 | ) | |
| | | |
| - | |
Employee options exercised | |
| 800 | | |
| (*) - | | |
| 3 | | |
| - | | |
| 3 | |
Stock-based compensation relating to options and RSUs issued to employees and directors | |
| - | | |
| - | | |
| 893 | | |
| - | | |
| 893 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (12,897 | ) | |
| (12,897 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of December 31, 2013 | |
| 10,470,230 | | |
$ | 1,609 | | |
$ | 130,423 | | |
$ | (108,399 | ) | |
$ | 23,633 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of shares in January 2014, net of $33 issuance expenses | |
| 261,654 | | |
| 45 | | |
| 876 | | |
| - | | |
| 921 | |
Issuance of shares in April 2014, net of $9 issuance expenses | |
| 59,241 | | |
| 10 | | |
| 283 | | |
| - | | |
| 293 | |
Issuance of shares in May 2014, net of $8 issuance expenses | |
| 66,387 | | |
| 11 | | |
| 247 | | |
| - | | |
| 258 | |
Issuance of shares in June 2014, net of $45 issuance expenses | |
| 361,967 | | |
| 62 | | |
| 1,422 | | |
| - | | |
| 1,484 | |
RSU's conversion | |
| 3,000 | | |
| 1 | | |
| (1 | ) | |
| - | | |
| - | |
Exercise of warrants | |
| 8,946 | | |
| 1 | | |
| (1 | ) | |
| - | | |
| - | |
Employee options exercised | |
| 37 | | |
| (*) - | | |
| (*) - | | |
| - | | |
| - | |
Stock-based compensation | |
| - | | |
| - | | |
| 471 | | |
| - | | |
| 471 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (7,184 | ) | |
| (7,184 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of June 30, 2014 (unaudited) | |
| 11,231,462 | | |
$ | 1,739 | | |
$ | 133,720 | | |
$ | (115,583 | ) | |
$ | 19,876 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
(*) Represents an amount lower than $1.
The accompanying notes are an integral part of the unaudited
condensed interim consolidated financial statements.
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
CONDENSED INTERIM CONSOLIDATED
STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| |
Six months ended June 30, | |
| |
2014 | | |
2013 | |
| |
Unaudited | |
Cash flows from operating activities: | |
| | | |
| | |
| |
| | | |
| | |
Net loss | |
$ | (7,184 | ) | |
$ | (6,293 | ) |
Income from discontinued operations | |
| - | | |
| 273 | |
| |
| | | |
| | |
Loss from continuing operations | |
| (7,184 | ) | |
| (6,566 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation | |
| 158 | | |
| 139 | |
Increase in trade receivables | |
| (220 | ) | |
| (97 | ) |
Decrease (increase) in other accounts receivable and prepaid expenses | |
| (336 | ) | |
| 118 | |
Stock-based compensation | |
| 471 | | |
| 467 | |
Change in fair value of warrants related to share purchase agreement | |
| (22 | ) | |
| (56 | ) |
Increase (decrease) in trade payables | |
| (154 | ) | |
| 337 | |
Increase (decrease) in other accounts payable and accruals | |
| (274 | ) | |
| 436 | |
| |
| | | |
| | |
Net cash used in operating activities from continuing operations | |
| (7,561 | ) | |
| (5,222 | ) |
Net cash provided by operating activities from discontinued operations | |
| - | | |
| 632 | |
| |
| | | |
| | |
Net cash used in operating activities | |
| (7,561 | ) | |
| (4,590 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
| |
| | | |
| | |
Purchase of property and equipment | |
| (74 | ) | |
| (290 | ) |
Investment in short-term bank deposits | |
| (3,003 | ) | |
| (9,850 | ) |
Increase in restricted cash | |
| (35 | ) | |
| (1 | ) |
| |
| | | |
| | |
Net cash used in investing activities from continuing operations | |
| (3,112 | ) | |
| (10,141 | ) |
Net cash used in investing activities from discontinued operations | |
| - | | |
| - | |
| |
| | | |
| | |
Net cash used in investing activities | |
| (3,112 | ) | |
| (10,141 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
| |
| | | |
| | |
Issuance of shares, net | |
| 2,956 | | |
| 2,864 | |
| |
| | | |
| | |
Net cash provided by financing activities | |
| 2,956 | | |
| 2,864 | |
| |
| | | |
| | |
Decrease in cash and cash equivalents | |
| (7,717 | ) | |
| (11,867 | ) |
Cash and cash equivalents at beginning of period | |
| 16,774 | | |
| 30,798 | |
| |
| | | |
| | |
Cash and cash equivalents at end of period | |
$ | 9,057 | | |
$ | 18,931 | |
| |
| | | |
| | |
The
accompanying notes are an integral part of the unaudited condensed interim consolidated financial statements.
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
NOTES TO UNAUDITED CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE
1: GENERAL
Organization
and Business
Rosetta
Genomics Ltd. ("the Company") commenced operations on March 9, 2000.
The Company's integrative
research platform combining bioinformatics and state-of-the-art laboratory processes has led to the discovery of hundreds of biologically-validated
novel human microRNAs. Building on its strong patent position and proprietary platform technologies, Rosetta Genomics is working
on the application of these technologies in the development of a full range of microRNA-based diagnostic tools. The Company's microRNA-based
tests, Rosetta Cancer Origin TestTM, Rosetta Lung Cancer TestTM, Rosetta Mesothelioma TestTM,
and Rosetta Kidney Cancer TestTM are commercially available worldwide and all samples are processed in its Philadelphia-based
CAP-accredited, CLIA-certified lab.
The Company has a wholly-owned
subsidiary in the U.S., Rosetta Genomics Inc. The principal business activity of the subsidiary is to commercialize the Company's
products, distribute the diagnostic services of the Company's, perform and develop tests in its CLIA-approved laboratory and expand
the business development of the Company in the U.S.
In the six-month
period ended June 30, 2014, the Company incurred losses, after discontinued operations, of $7,184 and it had negative cash
flows from operating activities in the amount of $7,561 as well as accumulated losses from previous years. In the six-month
period ended June 30, 2014, the Company raised a net total of $2,956 from the issuance of its ordinary shares, net
of issuance expense. As of June 30, 2014, the Company’s total shareholders’ equity amounted to
$19,876 (unaudited).
Parkway Clinical
Laboratories, Inc. ("Parkway")
Parkway is a national,
full-service CLIA-certified clinical laboratory service that was owned
by the Company. Parkway specializes in oral drug screening in the workplace environment and genetics testing services.
On May 18, 2009, the
Company sold Parkway, in a management buy-out for up to a maximum amount of $2,500, to be paid as a fixed percentage of revenues
(15%) over six years and minimum price of $750. According to ASC 810, "Consolidation", the Company calculated the fair
value of future consideration by using discounted estimate of future cash receipt. As a result of the transaction, the controlling
interests in Parkway were transferred to the buyer, as well as all the risks. Accordingly, the Company has no future liabilities
or obligation related to Parkway.
The sale of Parkway met
the criteria for reporting as discontinued operations and, therefore, the results of operations of the business and the gain on
the sale have been classified as discontinued operations in the Consolidated Statement of Loss and prior period's results have
been reclassified accordingly.
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
NOTES TO UNAUDITED CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
On April 18, 2013 the
Company signed a settlement agreement with Sanra Laboratories ("Sanra") in connection with the Company's sale of Parkway
to Sanra. Under the terms of the agreement, on April 20, 2013 and on May 10, 2013, Sanra and Parkway paid to the Company a total
of $625.
As a result of this settlement,
the Parkway asset has been removed from the Balance Sheets and the corresponding gain in the amount of $273 was recorded in the
Consolidated Statements of Comprehensive Loss as income from discontinued operations.
NOTE
2: SIGNIFICANT ACCOUNTING POLICIES
The
significant accounting policies applied in the annual financial statements of the Company as of December 31, 2013, are applied
consistently in these financial statements. For further information, refer to the consolidated financial statements as of December
31, 2013, set forth in the Company’s Annual Report on Form 20-F as filed with the U.S. Securities and Exchange Commission
on March 31, 2014.
NOTE 3: UNAUDITED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
The
accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information. Accordingly, they do not include all the information and footnotes
required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Operating
results for the six-month period ended June 30, 2014 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2014.
NOTE
4: FAIR VALUE MEASUREMENT
The Company applies ASC 820, "Fair
Value Measurements and Disclosures". Under this standard, fair value is defined as the price that would be received to sell
an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants
at the measurement date.
In determining fair value, the Company
uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use
of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data
obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the
assumptions market participants would use in pricing the asset or liability developed based on the best information available in
the circumstances.
The hierarchy is broken down into three
levels based on the inputs as follows:
Level 1 - Valuations based on quoted prices
in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are
not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an
active market, valuation of these products does not entail a significant degree of judgment.
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
NOTES TO UNAUDITED CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
Level 2 - Valuations based on one or more
quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that
are unobservable and significant to the overall fair value measurement.
The availability of observable inputs can
vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment,
the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models
or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the
investments are categorized as Level 3.
The following methods and assumptions were
used by the Company and its subsidiary in estimating their fair value disclosures for financial instruments:
The carrying amounts of cash and cash equivalents,
short-term bank deposits, trade receivables, trade payables, and other accounts payable approximate their fair values due to the
short-term maturities of such instruments.
The fair value of the liability for warrants
related to share purchase agreement was calculated using the Black-Scholes
Model and the Company classified this liability within Level 3. The fair value of the warrants at June 30, 2014 and December 31,
2013 was $59 (unaudited) and $81, respectively. Gain of $22 from the revaluation of warrants related to share purchase agreement
is recorded under Financial Loss in the Condensed Interim Consolidated Statements of Loss.
The following table summarizes information
about the fair value of the above warrants related to share purchase agreements:
| |
June 30, 2014 | | |
| |
| |
Unaudited | | |
December 31, 2013 | |
A Warrants | |
$ | - | | |
$ | 27 | |
A' Warrants | |
| 59 | | |
| 54 | |
| |
| | | |
| | |
Total | |
$ | 59 | | |
$ | 81 | |
NOTE
5: COMMITMENTS AND CONTINGENT LIABILITIES
| a. | Restricted cash
As of June 30, 2014 and December 31, 2013, restricted cash was primarily attributed to a bank
guarantee to the landlord of the Israeli property for the fulfillment of its lease commitments in the amount of approximately $59
(unaudited) and $24, respectively. |
| b. | The Company leases its motor vehicles under cancelable operating
lease agreements. The minimum payment under these operating leases, upon cancellation of these lease agreements was $8 as of June
30, 2014. |
Lease expenses for motor vehicles for the six months ended June 30, 2014 and 2013, were $27 and
$41, respectively
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
NOTES TO UNAUDITED CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
| c. | In May 2006, the Company signed a royalty-bearing, co-exclusive,
worldwide license agreement with a third party. Under this agreement, the Company was granted the right to make, use and sell the
third party's proprietary microRNAs for diagnostic purposes including a limited right to sublicense. In consideration for this
license the Company paid an initiation fee and will pay a fixed annual license maintenance fee, royalties based on net sales and
a percentage of the Company's revenues from any sublicense. The Company estimates that until 2029 the minimum aggregate license
maintenance fees over the term of this agreement should be approximately $960, of which $620 will be paid after June 30, 2014. |
| d. | In June 2006, the Company signed a royalty-bearing, co-exclusive,
worldwide license agreement with a third party. Under this agreement, the Company licensed from this third party the rights to
its proprietary microRNAs for diagnostic purposes. In consideration for this license the Company paid an initiation fee and will
pay a fixed annual license maintenance fee, royalties based on net sales and a percentage of the Company's revenue from any sublicense.
The Company estimates that until 2022 the minimum aggregate license maintenance fees over the term of this agreement should be
approximately $532, of which $348 will be paid after June 30, 2014. |
| e. | In August 2006, the Company signed a royalty-bearing, exclusive,
worldwide license agreement with a third party. Under this agreement, the Company has exclusively licensed from this third party
the rights to its proprietary microRNAs for all fields and applications including a limited right to sublicense. In consideration
for this license the Company paid an initiation fee and will pay minimum annual royalties, royalties based on net sales and a percentage
of the Company's revenues from any sublicense. This agreement was amended and restated in August 2011 and is now on a non-exclusive
basis. For the amendment, the Company paid an amendment fee. The Company estimates that until 2032 the aggregate minimum royalties
over the term of this agreement should be approximately $320, of which $185 will be paid after June 30, 2014. |
| f. | In December 2006, the Company signed a royalty-bearing, non-exclusive,
worldwide license agreement with a third party. Under this agreement the Company licensed from the third party its proprietary
microRNAs for research purposes. In consideration for this license the Company will pay an initiation fee and will be required
to pay a fixed annual license maintenance fee, royalties based on net sales and a percentage of the Company's revenues from any
sublicenses. The Company estimates that until 2022 the minimum aggregate license maintenance fees over the term of this agreement
should be approximately $328, of which $174 will be paid after June 30, 2014. |
| g. | In May 2007, the Company signed a royalty-bearing, co-exclusive,
worldwide license agreement with a third party. Under this agreement, the Company has licensed from this third party the rights
to its proprietary microRNAs for therapeutic purposes including a limited right to sublicense. In consideration for this license
the Company paid an initiation fee and will pay a fixed annual license maintenance fee, payments based on milestones and royalties
based on net sales and a percentage of the Company's revenues from any sublicense. The Company estimates that until 2029 the minimum
aggregate maintenance fees over the term of this agreement should be approximately $690, of which $465 will be paid after June
30, 2014. |
| h. | In January 2008, the Company signed a royalty-bearing, co-exclusive,
worldwide license agreement with a third party. Under this agreement, the Company was granted the right to make, use and sell the
third party's proprietary microRNAs for research purposes including a limited right to sublicense. In consideration for this license
the Company paid an initiation fee and will pay a fixed annual license maintenance fee, royalties based on net sales and a percentage
of the Company's revenues from any sublicense. The Company estimates that until 2029 the minimum aggregate license maintenance
fees over the term of this agreement should be approximately $440, of which $310 will be paid after June 30, 2014. |
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
NOTES TO UNAUDITED CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
In January 2011, the Company joined the Rimonim Consortium, which is supported by the Office
of the Chief Scientist of Israel's Ministry of Economy, of the State of Israel (the "OCS"). The purpose of the consortium
is to develop RNAi-based therapeutics. As of June 30, 2014, the Company received total grants of $55 from the OCS for its development
under the consortium.
In October 2013, the Company into a sponsored research agreement with Ramot at Tel Aviv University ("Ramot"), a Company
organized under the laws of Israel and a wholly-owned subsidiary of Tel Aviv University ("TAU"), for the joint development
of a nano-carrier system for miR mimetic technology to treat cancer.
The Company and Ramot
are to perform joint research under the Magneton Project administered by the OCS for an initial period of 12 months
commencing on October 1, 2013 and an additional period of 12 months, subject to approval by the OCS.
As of June 30, 2014, the Company
received an advance of $43 from the OCS for its development under the Project.
NOTE
6: SHARE CAPITAL
Ordinary
shares confer upon the holders the right to receive notice to participate and vote in the general meetings of the Company, and
the right to receive dividends, if declared.
On March
22, 2013, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “Cantor Sales Agreement”)
with Cantor Fitzgerald & Co., as sales agent (“Cantor”), pursuant to which the Company may offer and sell, from
time to time through Cantor, its ordinary shares, par value NIS 0.6 per share, having an aggregate offering price of up to $5,900.
Sales of the Company’s ordinary shares under the Cantor Sales Agreement are made in sales deemed to be “at-the-market”
equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
On March
31, 2014, the Company filed a prospectus supplement relating to the offer and sale, from time to time on or after the date hereof,
of its ordinary shares, par value NIS 0.6 per share, having an aggregate offering price of up to $10,000, pursuant to the above-mentioned
Controlled Equity OfferingSM Sales Agreement dated March 22, 2013. Sales of the Company’s ordinary shares under
the Cantor Sales Agreement are made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated
under the Securities Act of 1933, as amended.
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
NOTES TO UNAUDITED CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
From January
1, 2014 through June 30, 2014, the Company had sold through the Cantor Sales Agreement an aggregate of 749,249 of its ordinary
shares, and received gross proceeds of $3,051 before deducting issuance expenses in an amount of $95.
| c. | Stock based compensation |
During the
six month period ended June 30, 2014, the Company's Board of Directors decided to grant employees options to purchase 55,000 ordinary
shares of the Company. The exercise prices for such options ranges from $4.35-$5.16 per share, with vesting to occur over 4 years.
The Company
estimates the fair value of stock options granted during the six-month periods ended June 30, 2014 under ASC 718 using the Black-Scholes
option pricing model with the following weighted-average assumptions: expected volatility ranges from 1.13%-1.17%; risk free interest
rates range between 2.13%-2.27%; dividend yield of 0%; time to maturity (in years) 6.25; and options forfeiture rate of 10%.
During the
six-month periods ended June 30, 2014 and 2013, the Company recorded stock based compensation in a total amount of $471 and $467,
respectively.
During the
six month period ended June 30, 2014, the Company's Board of Directors approved the granting of 51,000 Restricted Share Units ("RSUs")
to certain employees, the RSUs will exercise to shares one year after the date of grant.
NOTE
7: FINANCIAL INCOME, NET
| |
Six months ended, | |
| |
June 30, 2014 | | |
June 30, 2013 | |
| |
| | |
| |
Financial income: | |
| | | |
| | |
Interest income on short-term bank deposits | |
$ | (54 | ) | |
$ | (60 | ) |
Change in fair value of warrants related to share purchase agreement | |
| (22 | ) | |
| (56 | ) |
Foreign currency adjustments gains | |
| (4 | ) | |
| (2 | ) |
| |
| | | |
| | |
Total Financial income | |
| (80 | ) | |
| (118 | ) |
| |
| | | |
| | |
Financial expenses: | |
| | | |
| | |
Interest expense | |
| 16 | | |
| 14 | |
| |
| | | |
| | |
Total financial expenses | |
| 16 | | |
| 14 | |
| |
| | | |
| | |
Total financial income, net | |
$ | (64 | ) | |
$ | (104 | ) |
| ROSETTA GENOMICS LTD. AND ITS SUBSIDIARY |
NOTES TO UNAUDITED CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE
8: SUBSEQUENT EVENTS
From July 1, 2014 through September 8,
2014, the Company had sold through the Cantor Sales Agreement an aggregate of 408,508 of its ordinary shares, and received gross
proceeds of $1,807 before deducting issuance expenses in an amount of $54.
Exhibit 99.2
News Release
|
|
Rosetta Genomics
Reports Financial Results for the First Half of 2014
Demand for microRNA oncology testing
services continues its momentum with gross billings growing three-fold, Company executes four research collaborations and advances
broad pipeline of microRNA-based assays
Business Update Conference Call to be
held September 18th at 10:00 a.m. Eastern time
PRINCETON, N.J. and REHOVOT, Israel
(September 17, 2014) – Rosetta Genomics Ltd. (NASDAQ: ROSG), a leading developer and provider of microRNA-based
molecular diagnostics, today reported financial results for the six months ended June 30, 2014.
Highlights for the first half of 2014
and recent weeks include:
| · | Continued to enhance awareness of and
demand for the Rosetta Cancer Origin Test™, which resulted in 187% increase in revenues to $554,000 for the first
half of 2014 from $193,000 for the first half of 2013 and have already surpassed by 37% the revenues for the entire 2013 year,
with commercial initiatives continuing to gain momentum. |
| · | Recorded gross billings for the first
half of 2014 of $1.3 million, more than triple the $417,000 recorded in the first half of 2013 and have already surpassed by 20%
the gross billings for the entire 2013 year. |
| · | Strengthened commercial leadership with
the addition of Doug Sites as Executive Vice President of Sales and Marketing and Kevin Watson as Director, Reimbursement-Managed
Care. |
| · | Advanced development of its thyroid neoplasia
assay, which is expected to launch in the third quarter of 2015 and selected bladder cancer as the next oncology diagnostic to
be developed with an expected launch in 2016. |
| · | Executed four collaborative agreements,
including a: |
| o | Master service provider agreement with an undisclosed
major global biopharmaceutical company under which Rosetta will provide its microRNA profiling and other services in important
areas of unmet medical need; |
| o | Strategic alliance with Marina Biotech to jointly
develop microRNA-based diagnostics and therapeutics for rare diseases; |
| o | Agreement with a global pharmaceutical company to
advance efforts in Alzheimer's disease diagnostics; and |
| o | Strategic alliance with Moffitt Cancer Center to discover,
develop and commercialize a variety of microRNA-based cancer diagnostics. |
| · | Received three U.S. patents that cover
the Company’s microRNA-based technology as a treatment for ovarian cancer, for the prognosis and treatment of prostate cancer
and for the method of use of a core element of the Cancer Origin Test. |
Management Commentary
"The first half of 2014 was a particularly
productive period for Rosetta Genomics as we made meaningful advances across the three key areas for growth, namely current product
sales, new product development and third-party collaborations,” said Kenneth A. Berlin, President and Chief Executive Officer
of Rosetta Genomics.
“We recorded significant growth in
product revenues year-over-year, underscoring the momentum of our sales and marketing efforts. To fortify our commercial strategy
and enhance market adoption, we strengthened our leadership team with the addition of key hires to drive demand and reimbursement.
“Our clinical development programs
continued to advance and we are on track to publish proof-of-concept data for our thyroid neoplasia assay by the end of the year.
These data and other information are expected to highlight the advantages of our assay compared with current alternatives. Our
specimen collection process will be a competitive differentiator, as it can utilize the actual smear used by the cytologist as
opposed to taking additional Fine Needle Aspirates and preserving them in specialized tubes as is now required by currently marketed
thyroid tests. Importantly, we remain on track to begin final validation testing in early 2015 and to launch our microRNA-based
thyroid neoplasia assay in the third quarter of 2015.
“We are also advancing our previously
published discovery work in bladder cancer into the development phase to achieve a microRNA-based diagnostic for better therapeutic
guidance of patients with bladder cancer. We have two published studies relating to an assay for bladder cancer risk of invasiveness,
which give us the confidence to move forward with additional feasibility and validation studies, with an aim for commercial launch
in 2016. In addition, we will continue to explore additional oncology indications through early proof-of-concept studies in 2015.
“We are especially pleased with our
progress with third-party collaborations. These alliances allow us to leverage our leading microRNA biomarker platform into both
the diagnostics and therapeutics arenas, and have the potential to be significant contributors to long-term value creation. Specifically,
we have successfully completed the feasibility phase of our master service agreement with an undisclosed global biopharmaceutical
company and are now advancing to the next stage of this collaboration, which is expected to generate revenues by the end of 2014.
In addition, we have initiated proof-of-concept studies with our global pharmaceutical partner to advance the development of an
assay for the earlier detection of Alzheimer's disease which could have applications both as a diagnostic as well as for patient
selection for clinical trials.
“We further strengthened our patent
portfolio with the addition of three U.S. patents in various cancer indications. In addition to protecting our products from would-be
competitors, these patents support our leading patent position in microRNA technology, specifically in oncology,” concluded
Mr. Berlin.
Financial results for the six months
ended June 30, 2014 include:
| · | For the first half of 2014 the Company
recorded revenues from continuing operations of $554,000, up 187% from revenues of $193,000 for the first half of 2013. |
| · | Cost of revenues for the first six months
of 2014 increased to $770,000 from $434,000 for the first six months of 2013, primarily due to higher volume of processed samples
as well as increases in personnel and infrastructure to meet current and anticipated sample volume.
|
| · | Research and development expenses for
the first half of 2014 increased to $1.0 million from $877,000 for the first half of 2013, primarily due to increases in headcount
and lab materials to create and advance the Company’s expanded pipeline of R&D projects. |
| · | Marketing and business development expenses
for the first half of 2014 decreased to $3.4 million from $3.6 million in the prior-year period, as the Company maintained its
ongoing investment in U.S. commercialization efforts as well as business development initiatives to procure collaborative and/or
licensing agreements. |
| · | General and administrative expenses for
the first six months of 2014 were $2.6 million compared with $2.0 million for the same period in 2013, with the increase primarily
due to higher overhead as the Company added key executives and other personnel. |
| · | The operating loss for the first half
of 2014 was $7.2 million, including $471,000 of non-cash stock-based compensation expense. This compares with an operating loss
for the first half of 2013 of $6.7 million, including $467,000 of non-cash stock-based compensation expense. |
| · | The net loss after discontinued operations
for the first six months of 2014 was $7.2 million, or $0.66 per ordinary share on 10.8 million shares outstanding, compared with
a net loss after discontinued operations for the same period in 2013 of $6.3 million, or $0.68 per ordinary share on 9.2 million
shares outstanding. |
| · | On a non-GAAP basis, excluding stock-based
compensation expense and income/loss from revaluation of warrants, which are presented as a liability on the balance sheet, the
net loss for the first six months of 2014 was $6.7 million, or $0.62 per ordinary share, compared with a net loss for the first
six months of 2013 of $5.9 million, or $0.64 per ordinary share. |
Details reconciling non-GAAP amounts with
GAAP amounts are provided below.
Balance Sheet Highlights
As of June 30, 2014, Rosetta Genomics had
$19.8 million in cash and cash equivalents, restricted cash and short-term bank deposits, compared with $24.5 million as of December
31, 2013. The Company used approximately $7.5 million in cash to fund operations during the first six months of 2014. During the
first half of 2014 the Company raised net proceeds of $3.0 million from the sale of approximately 750,000 ordinary shares through
the previously announced Sales Agreements with Cantor Fitzgerald & Co.
Cash Guidance
Throughout the balance of 2014 Rosetta
Genomics plans to continue to invest in the expansion of its U.S. commercial operations and to fund further clinical development
of its microRNA technology. As a result, the Company estimates that total net cash requirements to fund operations for the 2014-year
will be between $14 million and $15 million, which includes the $7.5 million in net cash used to fund operations for six months
ended June 30, 2014. Rosetta Genomics believes that its cash balance as of June 30 2014, combined with projected revenue growth,
will be sufficient to fund operations into 2016.
Conference Call
Rosetta Genomics management will host a
conference call on September 18, 2014 at 10:00 a.m. Eastern time to discuss these financial results and recent corporate developments,
and to answer questions. Individuals interested in listening to the conference call may do so by dialing (866) 239-5859 from within
the U.S. or (702) 495-1913 from outside the U.S. The conference ID number is 2341327.
A telephone replay will be available through
September 24, 2014 by dialing (855) 859-2056 from within the U.S. or (404) 537-3406 from outside the U.S., and entering the Conference
ID number 2341327. The webcast will be available for 30 days following the completion of the call.
A live audio webcast of the call will also
be available in the "Investors" section of the Company's website at www.rosettagenomics.com. An archived webcast will
be available on the Company's website for 30 days beginning approximately two hours after the event.
Use of Non-GAAP Financial Measures
This press release contains certain non-GAAP
financial measures. A "non-GAAP financial measure" refers to a numerical measure of historical or future financial performance,
financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly
comparable measure calculated and presented in accordance with GAAP in the financial statements. In this release, Rosetta provides
gross billings, non-GAAP net loss and non-GAAP net loss per share data as additional information relating to its operating results.
The presentation of this additional information is not meant to be considered in isolation or as a substitute for net loss or net
loss per share prepared in accordance with GAAP.
Pursuant to the requirements of Regulation
G promulgated by the SEC, the Company has provided a reconciliation of each non-GAAP financial measure used in this earnings release
and related conference call or webcast to the most directly comparable financial measure prepared in accordance with GAAP. This
reconciliation is presented in the tables below under the heading "Reconciliation of GAAP to Non-GAAP Consolidated Statement
of Operation." Investors are encouraged to review these reconciliations to ensure they have a thorough understanding of the
reported non-GAAP financial measures and their most directly comparable GAAP financial measures.
Management uses these non-GAAP measures
for internal reporting and forecasting purposes. The Company has provided these non-GAAP financial measures in addition to GAAP
financial results because it believes that these non-GAAP financial measures provide useful information to certain investors and
financial analysts for comparison across accounting periods not influenced by certain non-cash items that are not used by management
when evaluating the Company's historical and prospective financial performance.
About Rosetta Cancer Testing Services
Rosetta Cancer Tests are a series of microRNA-based
diagnostic testing services offered by Rosetta Genomics. The Rosetta Cancer Origin Test™ can accurately identify
the primary tumor type in primary and metastatic cancer including cancer of unknown or uncertain primary (CUP). The Rosetta Mesothelioma
Test™ diagnoses mesothelioma, a cancer connected to asbestos exposure. The Rosetta Lung Cancer Test™
accurately identifies the four main subtypes of lung cancer using small amounts of tumor cells. The Rosetta Kidney Cancer Test™
accurately classifies the four most common kidney tumors: clear cell renal cell carcinoma (RCC), papillary RCC, chromophobe RCC
and oncocytoma. Rosetta’s assays are designed to provide objective diagnostic data; it is the treating physician’s
responsibility to diagnose and administer the appropriate treatment. In the U.S. alone, Rosetta Genomics estimates that 200,000
patients a year may benefit from the Rosetta Cancer Origin Test™, 60,000 from the Rosetta Mesothelioma Test™,
65,000 from the Rosetta Kidney Cancer Test™ and 226,000 patients from the Rosetta Lung Cancer Test™. The
Company’s assays are offered directly by Rosetta Genomics in the U.S., and through distributors around the world. For more
information, please visit www.rosettagenomics.com. Parties interested in ordering the test can contact Rosetta Genomics at (215)
382-9000.
About Rosetta Genomics
Founded in 2000, Rosetta’s integrative
research platform combining bioinformatics and state-of-the-art laboratory processes has led to the discovery of hundreds of biologically
validated novel human microRNAs. Building on its strong patent position and proprietary platform technologies, Rosetta is working
on the application of these technologies in the development and commercialization of a full range of microRNA-based diagnostic
tools and therapeutics. Rosetta currently commercializes a full range of microRNA-based molecular diagnostics. Rosetta’s
cancer testing services are commercially available through its Philadelphia-based CAP-accredited, CLIA-certified lab. For
more information, please visit www.rosettagenomics.com.
Forward-Looking Statement Disclaimer
Various statements in this release
concerning Rosetta’s future expectations, plans and prospects, including without limitation, the anticipated timing of
Rosetta’s clinical development programs, including its thyroid neoplasia assay and its bladder cancer diagnostic, the
potential of Rosetta’s third-party collaborations to be significant contributors to long-term value creation,
Rosetta’s plans to continue to invest in the expansion of its U.S. commercial operations and to fund further clinical
development of its microRNA technology, that the master service agreement with an undisclosed global biopharmaceutical
company is expected to generate revenues by the end of 2014, Rosetta’s estimate that total net cash requirements to
fund operations for the 2014-year will be between $14 million and $15 million and that Rosetta’s cash balance of $19.8
million as of June 30, 2014, combined with projected revenue growth, will be sufficient to fund operations into 2016,
constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result
of various important factors, including those risks more fully discussed in the "Risk Factors" section of
Rosetta’s Annual Report on Form 20-F for the year ended December 31, 2013 as filed with the SEC. In addition, any
forward-looking statements represent Rosetta’s views only as of the date of this release and should not be relied upon
as representing its views as of any subsequent date. Rosetta does not assume any obligation to update any
forward-looking statements unless required by law.
Company Contact:
Rosetta Genomics
Ken Berlin, President & CEO
(609) 419-9003
investors@rosettagenomics.com
Investor Contacts:
LHA
Anne Marie Fields
(212) 838-3777
afields@lhai.com
or
Bruce Voss
(310) 691-7100
bvoss@lhai.com
-Tables to Follow-
| |
Six Months ended | |
| |
June 30, | |
USD in thousands | |
2014 | | |
2013 | |
Net loss after discontinued operations | |
$ | 7,184 | | |
$ | 6,293 | |
Stock-based compensation | |
| 471 | | |
| 467 | |
Revaluation of warrants related to share purchase agreement | |
| (22 | ) | |
| (56 | ) |
non-GAAP net loss | |
$ | 6,735 | | |
$ | 5,882 | |
| |
Six Months ended | |
| |
June 30, | |
Basic and diluted per share data | |
2014 | | |
2013 | |
Net loss after discontinued operations | |
$ | 0.66 | | |
$ | 0.68 | |
Stock-based compensation | |
| 0.04 | | |
| 0.05 | |
Revaluation of warrants related to share purchase agreement | |
| (0.00 | ) | |
| (0.01 | ) |
non-GAAP net loss | |
$ | 0.62 | | |
$ | 0.64 | |
| |
| | | |
| | |
Weighted average number of Ordinary shares used to | |
| | | |
| | |
compute basic net loss per Ordinary share | |
| 10,806,738 | | |
| 9,215,175 | |
| |
Six months ended June 30, | |
| |
2014 | | |
2013 | |
Revenues | |
$ | 553,779 | | |
$ | 193,012 | |
Unrecognized billings | |
| 757,910 | | |
| 223,499 | |
Gross billings | |
$ | 1,311,689 | | |
$ | 416,511 | |
| |
Year ended | |
| |
December 31, 2013 | |
Revenues | |
$ | 405,323 | |
Unrecognized billings | |
| 685,965 | |
Gross billings | |
$ | 1,091,288 | |
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS | |
| |
U.S. dollars in thousands | |
| | |
| |
| |
| | |
| |
| |
| | |
| |
| |
June 30, | | |
December 31, | |
| |
2014 | | |
2013 | |
| |
Unaudited | | |
| |
| |
| | |
| |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
CURRENT ASSETS: | |
| | | |
| | |
| |
| | | |
| | |
Cash and cash equivalents | |
$ | 9,057 | | |
$ | 16,774 | |
Restricted cash | |
| 59 | | |
| 24 | |
Short-term bank deposits | |
| 10,670 | | |
| 7,667 | |
Trade receivables | |
| 444 | | |
| 224 | |
Other accounts receivable and prepaid expenses | |
| 645 | | |
| 309 | |
| |
| | | |
| | |
Total
current assets | |
| 20,875 | | |
| 24,998 | |
| |
| | | |
| | |
LONG-TERM ASSETS: | |
| | | |
| | |
| |
| | | |
| | |
Long-term account receivable | |
| 8 | | |
| 8 | |
Property and equipment, net | |
| 790 | | |
| 874 | |
| |
| | | |
| | |
Total
long-term assets | |
| 798 | | |
| 882 | |
| |
| | | |
| | |
Total
assets | |
$ | 21,673 | | |
$ | 25,880 | |
| |
June 30, | | |
December 31, | |
| |
2014 | | |
2013 | |
| |
Unaudited | | |
| |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
| |
| | | |
| | |
Trade payables | |
$ | 752 | | |
$ | 906 | |
Other accounts payable and accruals | |
| 758 | | |
| 1,032 | |
| |
| | | |
| | |
Total current
liabilities | |
| 1,510 | | |
| 1,938 | |
| |
| | | |
| | |
LONG-TERM LIABILITIES: | |
| | | |
| | |
| |
| | | |
| | |
Warrants related to share purchase agreements | |
| 59 | | |
| 81 | |
Deferred revenue | |
| 228 | | |
| 228 | |
| |
| | | |
| | |
Total long-term
liabilities | |
| 287 | | |
| 309 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES | |
| | | |
| | |
| |
| | | |
| | |
SHAREHOLDERS' EQUITY: | |
| | | |
| | |
| |
| | | |
| | |
Share capital: | |
| | | |
| | |
Ordinary shares of NIS 0.6 par value: 40,000,000 shares authorized at June 30, 2014 and December 31, 2013; 11,234,720 (unaudited ) and 10,473,488 shares issued at June 30, 2014 and December 31, 2013, respectively; 11,231,462 (unaudited) and 10,470,230 shares outstanding at June 30, 2014 and December 31, 2013, respectively | |
| 1,739 | | |
| 1,609 | |
Additional paid-in capital | |
| 133,720 | | |
| 130,423 | |
Accumulated deficit | |
| (115,583 | ) | |
| (108,399 | ) |
| |
| | | |
| | |
Total shareholders'
equity | |
| 19,876 | | |
| 23,633 | |
| |
| | | |
| | |
Total liabilities
and shareholders' equity | |
$ | 21,673 | | |
$ | 25,880 | |
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS | |
| |
U.S. dollars in thousands (except share and per share data) | |
| | |
| |
| |
| | |
| |
| |
Six months ended | |
| |
June 30, | |
| |
2014 | | |
2013 | |
| |
Unaudited | |
| |
| | |
| |
Revenues | |
$ | 554 | | |
$ | 193 | |
Cost of revenues | |
| 770 | | |
| 434 | |
| |
| | | |
| | |
Gross loss | |
| 216 | | |
| 241 | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
| |
| | | |
| | |
Research and development, net | |
| 1,011 | | |
| 877 | |
Marketing and business development | |
| 3,393 | | |
| 3,563 | |
General and administrative | |
| 2,620 | | |
| 1,989 | |
| |
| | | |
| | |
Total operating expenses | |
| 7,024 | | |
| 6,429 | |
| |
| | | |
| | |
Operating loss | |
| 7,240 | | |
| 6,670 | |
Tax expenses | |
| 8 | | |
| - | |
Financial income, net | |
| 64 | | |
| 104 | |
| |
| | | |
| | |
Loss from continuing operations | |
| 7,184 | | |
| 6,566 | |
Net income from discontinued operations | |
| - | | |
| 273 | |
| |
| | | |
| | |
Net loss after discontinued operations | |
$ | 7,184 | | |
$ | 6,293 | |
| |
| | | |
| | |
Basic and diluted net loss per ordinary share from continuing operations attributable to Rosetta Genomics' shareholders | |
$ | 0.66 | | |
$ | 0.71 | |
| |
| | | |
| | |
Basic and diluted net income per ordinary share of discontinued operations attributable to Rosetta Genomics' shareholders | |
$ | - | | |
$ | (0.03 | ) |
| |
| | | |
| | |
Basic and diluted net loss per ordinary share attributable to Rosetta Genomics' shareholders | |
$ | 0.66 | | |
$ | 0.68 | |
| |
| | | |
| | |
Weighted average number of ordinary shares used to compute basic net loss per ordinary share | |
| 10,806,738 | | |
| 9,213,633 | |
Weighted average number of ordinary shares used to compute diluted net loss per ordinary share | |
| 10,806,738 | | |
| 9,215,175 | |
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