ORGENESIS INC.
CONDENSED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE LOSS
(U.S. Dollars in thousands, except share and
loss per share amounts)
(Unaudited)
|
|
Three Months Ended
|
|
|
Nine months Ended
|
|
|
|
August 31,
|
|
|
August 31,
|
|
|
August 31,
|
|
|
August 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
REVENUES
|
$
|
1,849
|
|
$
|
937
|
|
$
|
4,501
|
|
$
|
1,757
|
|
COST OF REVENUES
|
|
1,829
|
|
|
1,326
|
|
|
5,273
|
|
|
2,299
|
|
GROSS PROFIT (LOSS)
|
|
20
|
|
|
(389
|
)
|
|
(772
|
)
|
|
(542
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH AND DEVELOPMENT
EXPENSES,
net
|
|
775
|
|
|
295
|
|
|
1,663
|
|
|
760
|
|
AMORTIZATION OF INTANGIBLE ASSETS
|
|
408
|
|
|
408
|
|
|
1,217
|
|
|
801
|
|
SELLING, GENERAL AND
ADMINISTRATIVE
EXPENSES
|
|
1,279
|
|
|
953
|
|
|
4,618
|
|
|
2,811
|
|
OPERATING LOSS
|
|
2,442
|
|
|
2,045
|
|
|
8,270
|
|
|
4,914
|
|
FINANCIAL EXPENSES
(INCOME),
net
|
|
574
|
|
|
(336
|
)
|
|
(645
|
)
|
|
(1,303
|
)
|
LOSS BEFORE INCOME TAXES
|
|
3,016
|
|
|
1,709
|
|
|
7,625
|
|
|
3,611
|
|
INCOME TAX BENEFIT
|
|
(372
|
)
|
|
(93
|
)
|
|
(1,313
|
)
|
|
(108
|
)
|
NET LOSS
|
$
|
2,644
|
|
$
|
1,616
|
|
$
|
6,312
|
|
|
3,503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.02
|
|
$
|
0.03
|
|
$
|
0.06
|
|
$
|
0.06
|
|
Diluted
|
$
|
0.02
|
|
$
|
0.04
|
|
$
|
0.06
|
|
$
|
0.09
|
|
WEIGHTED AVERAGE NUMBER OF
SHARES
USED IN COMPUTATION OF BASIC AND
DILUTED LOSS PER
SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
111,188,616
|
|
|
55,835,950
|
|
|
108,784,862
|
|
|
55,785,950
|
|
Diluted
|
|
111,188,616
|
|
|
56,434,465
|
|
|
108,784,862
|
|
|
57,219,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE
LOSS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
2,644
|
|
$
|
1,616
|
|
$
|
6,312
|
|
$
|
3,503
|
|
Translation adjustments
|
|
36
|
|
|
(444
|
)
|
|
(1,047
|
)
|
|
116
|
|
TOTAL COMPREHENSIVE LOSS
|
$
|
2,680
|
|
$
|
1,172
|
|
$
|
5,265
|
|
$
|
3,619
|
|
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
ORGENESIS
INC.
CONDENSED
CONSOLIDATED
STATEMENTS
OF
CHANGES
IN
EQUITY
(CAPITAL
DEFICIENCY)
(U.S.
Dollars
in
thousands,
except share
amounts)
(Unaudited)
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receipts
on
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Account
of
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Par
|
|
|
Additional
Paid in
|
|
|
Share
to
be
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
|
|
|
|
Number
|
|
|
Value
|
|
|
Capital
|
|
|
Allotted
|
|
|
Loss
|
|
|
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
Balanceat December1,2014
|
|
55,970,565
|
|
$
|
6
|
|
$
|
13,152
|
|
$
|
60
|
|
$
|
(18
|
)
|
$
|
(16,179
|
)
|
|
(2,979
|
)
|
Changes during the nine months ended August
31,2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation to
employeesand directors
|
|
|
|
|
|
|
|
593
|
|
|
|
|
|
|
|
|
|
|
|
593
|
|
Stock based compensation
to service providers
|
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
Shares
cancellation
|
|
(250,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuances of
shares from investments
|
|
115,385
|
|
|
|
|
|
60
|
|
|
(60
|
)
|
|
|
|
|
|
|
|
|
|
Comprehensivel oss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(116
|
)
|
|
(3,503
|
)
|
|
(3,619
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
Balanceat August 31, 2015
|
|
55,835,950
|
|
$
|
6
|
|
$
|
13,850
|
|
$
|
|
|
$
|
(134
|
)
|
$
|
(19,682
|
)
|
|
(5,960
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December1, 2015
|
|
55,835,950
|
|
$
|
6
|
|
$
|
14,229
|
|
$
|
1,251
|
|
$
|
(1,286
|
)
|
$
|
(20,640
|
)
|
$
|
(6,440
|
)
|
Changes during the nine months endedAugust
31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based
compensationtoemployeesand directors
|
|
|
|
|
|
|
|
990
|
|
|
|
|
|
|
|
|
|
|
|
990
|
|
Stock based
compensationtoserviceproviders
|
|
|
|
|
|
|
|
1,148
|
|
|
|
|
|
|
|
|
|
|
|
1,148
|
|
Warrants and shares to be
issued due to extinguishment of a convertible loan
|
|
|
|
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
114
|
|
Beneficial conversion feature of convertible
loans
|
|
|
|
|
|
|
|
245
|
|
|
|
|
|
|
|
|
|
|
|
245
|
|
Issuances of shares fromi
nvestments,
conversion of convertible loans and shares granted
to consultants
|
|
12,844,455
|
|
|
1
|
|
|
1,948
|
|
|
(1,251
|
)
|
|
|
|
|
|
|
|
698
|
|
Reclassification of redeemable common stock
|
|
42,401,724
|
|
|
4
|
|
|
21,454
|
|
|
|
|
|
|
|
|
|
|
|
21,458
|
|
Receipts on account of shares
to be allotted
|
|
|
|
|
|
|
|
|
|
|
887
|
|
|
|
|
|
|
|
|
887
|
|
Comprehensive loss for the period
|
|
|
|
|
|
|
|
|
|
|
1,047
|
|
|
|
|
|
(6,312
|
)
|
|
(5,265
|
)
|
Balance at August 31, 2016
|
|
111,082,129
|
|
$
|
11
|
|
$
|
$40,128
|
|
|
887
|
|
$
|
(239)
|
|
$
|
(26,952
|
)
|
$
|
13,835
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
ORGENESIS INC.
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(U.S. Dollars in thousands)
(Unaudited)
|
|
Nine months
Ended
|
|
|
|
August 31,
|
|
|
|
2016
|
|
|
2015
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
|
|
|
|
|
|
Net loss
|
$
|
(6,312
|
)
|
$
|
(3,503
|
)
|
Adjustments required to reconcile net loss to net cash used in
operating activities:
|
|
|
|
|
|
|
Stock-based
compensation
|
|
2,085
|
|
|
638
|
|
Loss from extinguishment of a convertible loan
|
|
229
|
|
|
-
|
|
Depreciation and
amortization expenses
|
|
1,987
|
|
|
1,297
|
|
Change in fair value of warrants and embedded derivatives
|
|
(1,172
|
)
|
|
(1,192
|
)
|
Change in fair
value of convertible bonds
|
|
(115
|
)
|
|
(705
|
)
|
Interest
expenses accrued on loans and convertible loans (including amortization of
beneficial conversion feature)
|
|
494
|
|
|
342
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
Increase in accounts receivable
|
|
(603
|
)
|
|
(341
|
)
|
Inccrease
in inventory
|
|
(73
|
)
|
|
(33
|
)
|
Increase in other assets
|
|
(17
|
)
|
|
-
|
|
Increase in
prepaid expenses and other accounts receivable
|
|
(220
|
)
|
|
(785
|
)
|
Increase in accounts payable
|
|
637
|
|
|
660
|
|
Increase in
accrued expenses
|
|
242
|
|
|
294
|
|
Increase in employee and related payables
|
|
523
|
|
|
84
|
|
Increase in
deferred income
|
|
402
|
|
|
876
|
|
Decrease in receivables on account of grant and advance payments,
net
|
|
50
|
|
|
431
|
|
Decrease in
deferred taxes
|
|
(1,314
|
)
|
|
(108
|
)
|
Net
cash used in operating activities
|
|
(3,177
|
)
|
|
(2,045
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
Purchase of
property and equipment
|
|
(1,049
|
)
|
|
(498
|
)
|
Restricted cash
|
|
-
|
|
|
(5
|
)
|
Acquisition of
MaSTherCell, net of cash acquired
|
|
-
|
|
|
305
|
|
Net
cash used in investing activities
|
|
(1,049
|
)
|
|
(198
|
)
|
CASH FLOWS FROM FINANCING
ACTIVITIES:
|
|
|
|
|
|
|
Short-term line of credit
|
|
17
|
|
|
538
|
|
Proceeds
from issuance of warrants into shares and warrants
|
|
1,488
|
|
|
-
|
|
Proceeds from issuance of
loans payable
|
|
-
|
|
|
818
|
|
Proceeds
from issuance of convertible loans (net of transaction costs)
|
|
1,258
|
|
|
650
|
|
Repayment of short and
long-term debt
|
|
(2,446
|
)
|
|
(642
|
)
|
Net cash provided by financing activities
|
|
317
|
|
|
1,364
|
|
NET CHANGE IN CASH AND CASH
EQUIVALENTS
|
|
(3,909
|
)
|
|
(879
|
)
|
EFFECT OF EXCHANGE RATE
CHANGES ON CASH AND
CASH EQUIVALENTS
|
|
11
|
|
|
(170
|
)
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD
|
|
4,168
|
|
|
1,314
|
|
CASH AND CASH EQUIVALENTS
AT END OF PERIOD
|
$
|
270
|
|
$
|
264
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL NON-CASH
FINANCING ACTIVITIES
|
|
|
|
|
|
|
Conversion of loans (including accrued
interest) to common stock and warrants
|
$
|
1,028
|
|
|
|
|
Reclassification of
redeemable common stock to equity
|
$
|
21,458
|
|
|
|
|
SUPPLEMENTAL INFORMATION ON INTEREST PAID
IN CASH
|
$
|
145
|
|
|
|
|
The accompanying notes are an integral part of these
condensed consolidated financial statements.
7
ORGENESIS INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
For the Three and Nine months Ended August 31,
2016 and 2015
NOTE 1 - GENERAL AND BASIS OF PRESENTATION
Orgenesis Inc. (the Company) was incorporated in the state of
Nevada on June 5, 2008, under the name Business Outsourcing Services, Inc.
Effective August 31, 2011, the Company completed a merger with its subsidiary,
Orgenesis Inc., a Nevada corporation which was incorporated solely to effect a
change in its name. As a result, the Company changed its name from Business
Outsourcing Services, Inc. to Orgenesis Inc.
The Company is among the first of a new breed of regenerative
therapy companies with expertise and unique experience in cell therapy
development and manufacturing. It is building a fully-integrated
biopharmaceutical company focused not only on developing its
trans-differentiation technologies for diabetes and vertically integrating
manufacturing that can optimize its abilities to scale-up its technologies for
clinical trials and eventual commercialization, but also do the same for the
technologies of other cell therapy markets in such areas as cell-based cancer
immunotherapies and neurodegenerative diseases. This integrated approach
supports its business philosophy of bringing to market significant
life-improving medical treatments.
The Companys cell therapy technology derives from published
work of Prof. Sarah Ferber, our Chief Science Officer and a researcher at THM, a
leading medical hospital and research center in Israel, who established a proof
of concept that demonstrates the capacity to induce a shift in the developmental
fate of cells from the liver and transdifferentiating (converting) them into
pancreatic beta cell-like insulin-producing cells. Its development activities
with respect to cell-derived and related therapies, which are conducted through
the Israeli Subsidiary, have, to date, been limited to laboratory and
preclinical testing.
The Companys Belgian-based subsidiary, MaSTherCell, is a
contract development manufacturing organization, or CDMO, specialized in cell
therapy development for advanced medicinal products. MaSTherCell offers two
types of services to its customers: (i) process and assay development services
and (ii) Good Manufacturing Practices (GMP) contract manufacturing services.
The Company is leveraging the expertise and experience of
MaSTherCell in cell process development and manufacturing capability in order to
build a fully integrated bio-pharmaceutical company in the cell therapy
development and manufacturing area.
As used in this report and unless otherwise indicated, the term
Company refers to Orgenesis Inc. and its wholly-owned subsidiaries
(Subsidiaries). Unless otherwise specified, all amounts are expressed in
United States dollars.
Basis of Presentation
These unaudited condensed consolidated financial statements of
the Company and its subsidiaries have been prepared in accordance with U.S.
GAAP, pursuant to the rules and regulations of the United States Securities and
Exchange Commission (SEC) for interim financial statements. Accordingly, they
do not contain all information and notes required by U.S. GAAP for annual
financial statements. In the opinion of management, the unaudited condensed
consolidated interim financial statements reflect all adjustments, which include
normal recurring adjustments, necessary for a fair statement of the Companys
consolidated financial position as of August 31, 2016, and the consolidated
statements of comprehensive loss for the three and nine months ended August 31,
2016 and 2015, and the changes in equity (capital deficiency) and cash flows for
the nine months period ended August 31, 2016 and 2015. The results for the nine
months ended August 31, 2016, are not necessarily indicative of the results to
be expected for the year ending November 30, 2016. These unaudited interim
condensed consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and notes thereto included in the
Companys Annual Report on Form 10-K for the year ended November 30, 2015.
8
Going Concern
The accompanying condensed consolidated financial statements
have been prepared assuming that the Company will continue as a going concern.
As of August 31, 2016, the Company had not achieved profitable operations, has
accumulated losses of $27 million (since inception), has negative cash flows
from operating activities, has a working deficiency of $9.6 million and expects
to incur further losses in the development of its business. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The Companys continuation as a going concern is dependent on its ability to
obtain additional financing as may be required and ultimately to attain
profitability. The Company needs to raise significant funds on an immediate
basis in order to continue to meet its liquidity needs, realize its business
plan and maintain operations. The Companys current cash resources are not
sufficient to support its operations as presently conducted or permit it to take
advantage of business opportunities that may arise. Management of the Company is
continuing its efforts to secure funds through equity and/or debt instruments
for its operations.
The condensed consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty. There
can be no assurance that management will be successful in implementing a
business plan or that the successful implementation of a business plan will
actually improve the Companys operating results. If the Company is unable to
obtain the necessary capital, the Company may have to cease operations.
The Company has been funding its operations primarily from
revenue and the proceeds from private placements of the Companys convertible
and equity securities. From December 2015 through August 2016, the Company
received proceeds of approximately $4.4 million from customers, $1.5 million
from a private placement to certain accredited investors of its unsecured equity
stock and $1.3 million from the proceeds of convertible loans. In addition,
after the period ended August 31, 2016, the Company raised an additional $50
thousand from convertible loans and received $1.2 million (1 million Euro) loan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies adopted are consistent with those of
the previous financial year except as described below.
Newly Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update No. 2014-09 (ASU 2014-09),
Revenue from
Contracts with Customers
. ASU 2014-09 will supersede most current revenue
recognition guidance, including industry-specific guidance. The underlying
principle is that an entity will recognize revenue upon the transfer of goods or
services to customers in an amount that the entity expects to be entitled to in
exchange for those goods or services. The guidance provides a five-step analysis
of transactions to determine when and how revenue is recognized. Other major
provisions include capitalization of certain contract costs, consideration of
the time value of money in the transaction price, and allowing estimates of
variable consideration to be recognized before contingencies are resolved in
certain circumstances. The guidance also requires enhanced disclosures regarding
the nature, amount, timing and uncertainty of revenue and cash flows arising
from an entitys contracts with customers. The guidance is effective for interim
and annual periods beginning on or after December 15, 2016 (early adoption is
not permitted). The guidance permits the use of either a retrospective or
cumulative effect transition method. On July 9, 2015, the FASB decided to delay
the effective date of the new revenue standard by one year, which resulted in
the guidance being effective for interim and annual periods beginning on or
after December 31, 2017. The FASB also agreed to allow entities to choose to
adopt the standard as of the original effective date. The Company is currently
evaluating the impact of this standard.
In August 2014, the FASB issued ASU No. 2014-15,
Presentation of Financial Statements - Going Concern
(Subtopic 205-40),
Disclosure of Uncertainties about an Entitys Ability to Continue as a Going
Concern. Continuation of a reporting entity as a going concern is presumed as
the basis for preparing financial statements unless and until the entitys
liquidation becomes imminent. Preparation of financial statements under this
presumption is commonly referred to as the going concern basis of accounting.
Prior to this, there was no guidance under U.S. GAAP about managements
responsibility to evaluate whether there is substantial doubt about an entitys
ability to continue as a going concern or to provide related footnote
disclosures. The amendments in this update provide that guidance. In doing so,
the amendments reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an
entitys ability to continue as a going concern by incorporating and expanding
upon certain principles that are currently in U.S. auditing standards.
Specifically, the amendments (1) provide a definition of the term substantial
doubt, (2) require an evaluation every reporting period including interim
periods, (3) provide principles for considering the mitigating effect of
managements plans, (4) require certain disclosures when substantial doubt is
alleviated as a result of consideration of managements plans, (5) require an
express statement and other disclosures when substantial doubt is not
alleviated, and (6) require an assessment for a period of one year after the
date that the financial statements are issued (or available to be issued). For
the period ended November 30, 2015, management evaluated the Companys ability
to continue as a going concern and concluded that substantial doubt has not been
alleviated about the Companys ability to continue as a going concern. While the
Company continues to explore further significant sources of financing,
managements assessment was based on the uncertainty related to the
availability, amount and nature of such financing over the next twelve months.
9
In January 2016, the FASB issued ASU 2016-01,
Financial
Instruments Overall: Recognition and Measurement of Financial Assets and
Financial Liabilities
. The pronouncement requires equity investments (except
those accounted for under the equity method of accounting, or those that result
in consolidation of the investee) to be measured at fair value with changes in
fair value recognized in net income. ASU 2016-01 requires public business
entities to use the exit price notion when measuring the fair value of financial
instruments for disclosure purposes, requires separate presentation of financial
assets and financial liabilities by measurement category and form of financial
asset, and eliminates the requirement for public business entities to disclose
the method(s) and significant assumptions used to estimate the fair value that
is required to be disclosed for financial instruments measured at amortized
cost. These changes become effective for the Company's fiscal year beginning
January 1, 2018. The expected adoption method of ASU 2016-01 is being evaluated
by the Company and the adoption is not expected to have a significant impact on
the Companys consolidated financial position or results of operations.
In February 2016, the FASB issued ASU 2016-02,
Leases
(Topic 842), which supersedes the existing guidance for lease accounting, Leases
(Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance
sheets, and leaves lessor accounting largely unchanged. The amendments in this
ASU are effective for fiscal years beginning after December 15, 2018 and interim
periods within those fiscal years. Early application is permitted for all
entities. ASU 2016-02 requires a modified retrospective approach for all leases
existing at, or entered into after, the date of initial application, with an
option to elect to use certain transition relief. The Company is currently
evaluating the impact of this new standard on its consolidated financial
statements.
In March 2016, the FASB issued ASU 2016-06,
Contingent Put
and Call Options in Debt Instruments
(Topic 815), which requires that
embedded derivatives be separated from the host contract and accounted for
separately as derivatives if certain criteria are met. One of those criteria is
that the economic characteristics and risks of the embedded derivatives are not
clearly and closely related to the economic characteristics and risks of the
host contract (the clearly and closely related criterion). The amendments in
this Update clarify what steps are required when assessing whether the economic
characteristics and risks of call (put) options are clearly and closely related
to the economic characteristics and risks of their debt hosts, which is one of
the criteria for bifurcating an embedded derivative. Consequently, when a call
(put) option is contingently exercisable, an entity does not have to assess
whether the event that triggers the ability to exercise a call (put) option is
related to interest rates or credit risks. The amendments are an improvement to
GAAP because they eliminate diversity in practice in assessing embedded
contingent call (put) options in debt instruments. The amendments in this ASU
are effective for fiscal years beginning after December 15, 2016, and interim
periods within those fiscal years. Early adoption is permitted for all entities.
The Company is currently evaluating the impact of this new standard on its
consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09,
Improvements to
Employee Share-Based Payment Accounting
, as part of its simplification
initiative. The areas for simplification in this update involve several aspects
of the accounting for share-based payment transactions, including the income tax
consequences, classification of awards as either equity or liabilities, and
classification on the statement of cash flows. Some of the areas for
simplification apply only to nonpublic entities. The amendments in this ASU are
effective for fiscal years beginning after December 15, 2016, and interim
periods within those fiscal years. Early application is permitted for all
entities. The Company is currently evaluating the impact of this new standard on
its consolidated financial statements.
10
In August 2016, the Financial Accounting Standards Board
("FASB") issued Accounting Standard Update (ASU) 2016-15, Statement of Cash
Flows Classification of Certain Cash Receipts and Cash Payments, which clarifies
existing guidance related to accounting for cash receipts and cash payments and
classification on the statement of cash flows. This guidance is effective for
fiscal years, and interim periods within those years, beginning after December
15, 2017, and early adoption is permitted. The Company is currently evaluating
the impact of this new standard on its consolidated financial statements.
NOTE 3 ACQUISITION OF MASTHERCELL
Description of the Transaction
The Company entered into a share exchange agreement dated
November 3, 2014, as subsequently amended (the "Share Exchange Agreement" or
"SEA"), with MaSTherCell SA, Cell Therapy Holding SA (collectively
MaSTherCell). Pursuant to the Share Exchange Agreement, which closed on March
2, 2015 in exchange for all of the issued and outstanding shares of MaSTherCell,
the Company issued to the former shareholders of MaSTherCell an aggregate of
42,401,724 shares (the Consideration Shares) of common stock at a price of
$0.58 per share for an aggregate price of $24.6 million. Out of the
Consideration Shares, 8,173,483 shares were allocated to the bondholders of
MaSTherCell in case of conversion.
On November 12, 2015, the Company and MaSTherCell and each of
the former shareholders of MaSTherCell (the MaSTherCell Shareholders), entered
into an amendment (Amendment No. 2) to the Share Exchange Agreement. Under
Amendment No. 2, the MaSTherCell Shareholders option to unwind the transaction
as contained in the original Share Exchange Agreement (the Unwind Option) was
extended to November 30, 2015. In addition the Company agreed to remit to
MaSTherCell, by way of an equity investment, the sum of EUR 3.8 million by
November 30, 2015 (the Initial Investment), to be followed by a subsequent
equity investment by December 31, 2015 in MaSTherCell of EUR 1.2 million. The
extended right of the MaSTherCell Shareholders to unwind the transaction could
have been exercised by them only if the Company had not achieved the Post
Closing Financing and/or completed the Initial Investment (as defined) by
November 30, 2015.
In connection with the equity investment, on December 10, 2015,
the Company agreed to invest EUR 2.2 million in MaSTherCell equity in addition
to the Initial Investment, which additional amount becomes due upon the request
of the MaSTherCell board of directors, of whom Company directors/officers
currently represent a majority. The Companys agreement represents an increase
of EUR 1 million over the amount which the Company was previously obligated to
invest in MaSTherCell under the Share Exchange Agreement as additional equity
and replaces any funding obligation that the Company had under the SEA, as
amended.
On December 10, 2015, the Company remitted to MaSTherCell the
Initial Investment of € 3.8 million or $4.1 million (out of the original
obligation for investment of €6 million), in compliance with its obligations as
required under the Share Exchange Agreement. As a result, the Unwind Option was
canceled and all the shares that were issued, have been reclassed from
redeemable common stock into equity.
During the nine months ended August 31, 2016, the Company
remitted to MaSTherCell an additional $1.5 million (€ 1.4 million), in
compliance with its obligations.
NOTE 4 - SEGMENT INFORMATION
The Chief Executive Officer ("CEO") is the Companys chief
operating decision-maker ("CODM"). Following the acquisition of MaSTherCell,
management has determined that there are two operating segments, based on the
Company's organizational structure, its business activities and information
reviewed by the CODM for the purposes of allocating resources and assessing
performance.
CDMO
The CDMO activity is operated by MaSTherCell, which specializes
in cell therapy development for advanced medicinal products. MaSTherCell is
providing two types of services to its customers: (i) process and assay
development services and (ii) GMP contract manufacturing services. The CDMO segment includes only the results of MaSTherCell.
11
CTB
The Cellular Therapy Business (CTB) activity is based on the
technology licensed by the Israeli Subsidiary, that demonstrates the capacity to
induce a shift in the developmental fate of cells from the liver and
differentiating (converting) them into pancreatic beta cell-like insulin
producing cells for patients with Type 1 Diabetes. This segment is comprised of
all entities aside from MaSTherCell.
The Company assesses the performance based on a measure of
"Adjusted EBIT" (earnings before financial expenses and tax, and excluding
share-based compensation expenses and non-recurring income or expenses). The
measure of assets has not been disclosed for each segment.
Segment data for the nine months ended August 31, 2016 is as
follows:
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
CDMO
|
|
|
CTB
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
Revenues from external
customers
|
$
|
4,826
|
|
$
|
|
|
$
|
(325
|
)
|
$
|
4,501
|
|
Cost of revenues
|
|
(4,968
|
)
|
|
|
|
|
463
|
|
|
(4,505
|
)
|
Research and development
expenses, net
|
|
|
|
|
(1,239
|
)
|
|
(138
|
)
|
|
(1,377
|
)
|
Operating expenses
|
|
(1,518
|
)
|
|
(1,299
|
)
|
|
|
|
|
(2,817
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expenses
|
|
(1,984
|
)
|
|
( 3
|
)
|
|
|
|
|
(1,987
|
)
|
Segment Performance
|
$
|
(3,644
|
)
|
$
|
(2,541
|
)
|
|
|
|
|
(6,185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
(2,085
|
)
|
|
(2,085
|
)
|
Financial income (expenses), net
|
|
|
|
|
|
|
|
645
|
|
|
645
|
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
(7,625
|
)
|
Segment data for the nine months ended August 31, 2015 is as
follows:
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
CDMO
|
|
|
CTB
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
Revenues from external
customers
|
$
|
1,964
|
|
$
|
|
|
$
|
(207
|
)
|
$
|
1,757
|
|
Cost of revenues
|
|
(1,807
|
)
|
|
|
|
|
|
|
|
(1,807
|
)
|
Research and development
expenses, net
|
|
|
|
|
(876
|
)
|
|
207
|
|
|
(669
|
)
|
Operating expenses
|
|
(1,118
|
)
|
|
(1,142
|
)
|
|
|
|
|
(2,260
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
|
(1,293
|
)
|
|
(4
|
)
|
|
|
|
|
(1,297
|
)
|
Segment Performance
|
$
|
(2,254
|
)
|
$
|
(2,022
|
)
|
|
|
|
|
(4,276
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
(638
|
)
|
|
(638
|
)
|
Financial income (expenses), net
|
|
|
|
|
|
|
|
1,303
|
|
|
1,303
|
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
(3,611
|
)
|
12
Segment data for the three months ended
August 31, 2016 is as follows:
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
CDMO
|
|
|
CTB
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
Revenues from external
customers
|
$
|
1,852
|
|
$
|
|
|
$
|
(3
|
)
|
$
|
1,849
|
|
Cost of revenues
|
|
(1,748
|
)
|
|
|
|
|
164
|
|
|
(1,584
|
)
|
Research and development
expenses, net
|
|
|
|
|
(565
|
)
|
|
(161
|
)
|
|
(726
|
)
|
Operating expenses
|
|
(453
|
)
|
|
(448
|
)
|
|
|
|
|
(901
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
|
(651
|
)
|
|
(1
|
)
|
|
|
|
|
(652
|
)
|
Segment Performance
|
$
|
(1,000
|
)
|
$
|
(1,014
|
)
|
|
|
|
|
(2,014
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
|
|
|
|
|
|
|
|
(428
|
)
|
|
(428
|
)
|
Financial income (expenses), net
|
|
|
|
|
|
|
|
(574
|
)
|
|
(574
|
)
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
(3,016
|
)
|
Segment data for the three months ended
August 31, 2015 is as follows:
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
CDMO
|
|
|
CTB
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
Revenues from external
customers
|
$
|
1,013
|
|
$
|
|
|
$
|
(76
|
)
|
$
|
937
|
|
Cost of revenues
|
|
(1,064
|
)
|
|
|
|
|
|
|
|
(1,064
|
)
|
Research and development
expenses, net
|
|
|
|
|
(359
|
)
|
|
76
|
|
|
(283
|
)
|
Operating expenses
|
|
(454
|
)
|
|
(249
|
)
|
|
|
|
|
(703
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
|
(671
|
)
|
|
(1
|
)
|
|
|
|
|
(672
|
)
|
Segment Performance
|
$
|
(1,176
|
)
|
$
|
(609
|
)
|
|
|
|
|
(1,785
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
(260
|
)
|
|
(260
|
)
|
Financial income (expenses), net
|
|
|
|
|
|
|
|
336
|
|
|
336
|
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
(1,709
|
)
|
Geographic, Product and Customer
Information
Substantially all of the Company's
revenues and long lived assets are located in Belgium.
13
Revenues from single customers from the CDMO segment that
exceed 10% of total net revenues are:
|
|
Three Months
|
|
|
Nine months
|
|
|
|
Ended August 31,
|
|
|
Ended August 31,
|
|
|
|
2016
|
|
|
2016
|
|
|
|
(in thousands)
|
|
Customer A
|
$
|
1,031
|
|
$
|
2,626
|
|
Customer B
|
$
|
291
|
|
$
|
1,163
|
|
NOTE 5 CONVERTIBLE LOAN AGREEMENTS
(a) During the year ended
November 30, 2015 and 2014, the Company entered into six convertible loan
agreements (out of which five during 2015) with new investors for a total amount
of $1 million (the Convertible Loans), interest is calculated at 6% annually
and was payable, along with the principal on or before the maturity date.
On April 27, 2016 and December 23, 2015, the holders of all the
Convertible Loans and the Company agreed to convert the Convertible Loans and
accrued interest into units of the Companys common stock, each unit comprising
one share of the Companys common stock and one three-year warrant to purchase
an additional share of the Companys common stock at an exercise price of $0.52.
Upon conversion of the Convertible Loans, the Company issued an aggregate of
1,976,330 shares of Common stock and three year warrants to purchase up to an
additional 1,976,330 shares. Furthermore, in the event the Company issues any
common shares or securities convertible into common shares in a private
placement for cash at a price less than $0.52 (the New Issuance Price) on or
before December 23, 2016, the Company will issue, for no additional
consideration, additional common shares to subscribers, according to the
mechanism defined in the agreements. This provision does not apply to issuance
of shares under options, issuance of shares under existing rights to acquire
shares, nor issuance of shares for non-cash consideration.
The Company allocated the principal amount of the convertible
loans and the accrued interest thereon based on their fair value.
The table below presents the fair value of the instruments
issued as of the conversion dates and the allocation of the proceeds (for the
fair value as of August 31, 2016, see Note 10):
|
|
Total Fair
Value
|
|
|
|
(in thousands)
|
|
|
|
December 23,
|
|
|
April 27,
|
|
|
|
2015
|
|
|
2016
|
|
Warrants component
|
$
|
323
|
|
$
|
13
|
|
Price protection derivative component
|
|
34
|
|
|
2
|
|
Shares component
|
|
614
|
|
|
32
|
|
Total
|
$
|
971
|
|
$
|
47
|
|
(b) On April 27, 2016, the
Company entered into an assignment and assumption of debt agreement with Nine
Investments Ltd. (Nine Investments) and Admiral Ventures Inc. (Admiral).
Pursuant to the terms of a Convertible Loan Agreement dated May 29, 2014, as
amended on December 2014 (collectively, the "Loan Agreement"), Nine Investments
agreed to assign and transfer to Admiral all of the Companys obligations for
the outstanding amount of the Loan Agreement. Additional amendments to the
provisions of the Loan Agreement were included the following:
(1)
Extending the due date of the loan of $1.5 million through September 30, 2016;
(2)
The Company paid to Admiral an extension fee in the form of 288,461 units, each
unit was comprised of one common share and one, three-year warrant for one
common share at an exercise price of $0.52 per common share. The fair value of the warrants as of
the grant date was $34 thousand. Using the Black-Scholes model, the shares were
valued at the fair value of the Companys common stock as of April 27, 2016, or
$0.28; and
14
(3)
The Company shall accrue additional interest totalling $55 thousand for the
period from January 31, 2015 to December 31, 2015. In addition the interest rate
shall be 12% per annum commencing from January 1, 2016.
The Company accounted for the above changes as an
extinguishment of the old debt and issuance of a new debt. As a result, a loss
of $229 thousand was recorded within financial expenses.
As of the date of the approval of these financial statements,
the Company has not repaid any portion of the loan, and the Company is working
on further extending the agreement upon mutually agreeable terms. No assurance
can be given that the Company will be able to successfully extend the due date
on commercially acceptable terms.
(c) During the three months
ended August 31, 2016 the Company entered into several unsecured convertible
note agreements with accredited or offshore investors for an aggregate amount of
$1.3 million. The loans bear an annual interest rate of 6% and mature in two
years, unless converted earlier. Upon an occurrence of a default, the loans bear
interest at a per annum rate of 12%
The entire principal amount under the notes and accrued
interest shall automatically convert into Units (as defined below) upon the
earlier to occur of any of the following: (i) the closing of an offering of
equity securities of the Company with gross proceeds to the Company greater than
$10 million (Qualified Offering) (ii) the trading of the Companys common
stock on the over-the counter market or an exchange at a weighted average price
of at least $0.52 for fifty (50) consecutive trading days, or (iii) the listing
of the Companys Common Stock on a U.S. National Exchange (each a Conversion
Event). Each $0.52 of principal amount and accrued interest due shall convert
into (a Unit), consisting of one share of Common Stock and one three-year
warrant exercisable into an additional share of common stock at a per share
exercise price of $0.52, provided that, if more favorable to the holder, any
principal amount and accrued interest due shall convert into securities on the
same basis as such securities are sold in the Qualified Offering. At any time,
the holder may convert the principal amount and accrued interest outstanding
into Units as provided above. In addition, if a Conversion Event does not occur
within 12 months of the issuance date hereof, then the holder, at its option,
may convert the outstanding principal amount and accrued interest under this
note into either (i) Units as provided above, or (ii) shares of the Companys
common stock at a per share conversion price of $0.40.
Since the stock price is greater than the effective conversion
price on the measurement date, the conversion feature is considered "beneficial"
to the holders and equal to $245 thousand. The difference is treated as issued
equity and reduces the carrying value of the host debt; the discount is accreted
as deemed interest on the debt.
The transaction costs were approximately $164 thousand, out of
which $53 thousand as stock based compensation due to issuance of warrants. See
also Note 8c.4).
NOTE 6 COMMITMENTS
Collaboration Agreements
1) On March 14, 2016, the
Israel subsidiary, entered into a collaboration agreement with CureCell Co.,
Ltd. (CureCell), initially for the purpose of applying for a grant from the
Korea Israel Industrial R&D Foundation ("Koril-RDF") for pre-clinical and
clinical activities related to the commercialization of Orgenesis Ltd.s AIP
cell therapy product in Korea ("Koril Grant"). Subject to receiving the Koril
Grant, the Parties agreed to carry out at their own expense their respective
commitments under the work plan approved by Koril-RDF and any additional work
plan to be agreed between the Israeli Subsidiary and CureCell. The Israeli
Subsidiary will own sole rights to any intellectual property developed from the
collaboration which is derived under the Israeli Subsidiarys AIP cell therapy
product, information licensed from THM. Subject to obtaining the requisite
approval needed to commence commercialization in Korea, the Israel subsidiary
has agreed to grant to CureCell, or a fully owned subsidiary thereof, under a
separate sub-license agreement an exclusive sub-license to the intellectual
property underlying the Companys API product solely for commercialization of
the Israel subsidiary products in Korea. As part of any such license, CureCell has agreed to pay annual license fees,
ongoing royalties based on net sales generated by CureCell and its sublicensees,
milestone payments and sublicense fees. Under the agreement, CureCell is
entitled to share in the net profits derived by the Israeli Subsidiary from
world
-
wide sales (except for sales in Korea) of any product developed as
a result of the collaboration with CureCell. Additionally, CureCell was given
the first right to obtain exclusive commercialization rights in Japan of the AIP
product, subject to CureCell procuring all of the regulatory approvals required
for commercialization in Japan.
15
2) On March 14, 2016,
Orgenesis Inc. and CureCell Co., Ltd. (CureCell) entered into a Joint Venture
Agreement (the JVA) pursuant to which the parties will collaborate in the
contract development and manufacturing of cell therapy products in Korea. The
parties intend to pursue the joint venture through a newly established Korean
company (the JV Company) which the Company by itself, or together with a
designee, will hold a 50% participating interest therein, with the remaining 50%
participating interest being held by CureCell. Under the JVA, CureCell is to
procure, at its sole expense, a GMP facility and appropriate staff in Korea for
the manufacture of the cell therapy products. The Company will share with
CureCell the Companys know-how in the field of cell therapy manufacturing,
which know-how will not include the intellectual property included in the
license from the Tel Hashomer Hospital in Israel to the Israeli subsidiary. In
addition, each party shall be required to perform its respective obligations
according to a detailed work plan to be agreed upon by CureCell and Company
within no later than 30 days following the execution of the JVA. Under the JVA,
the Company and CureCell each undertook to remit, within two years of the
execution of the JVA, $2 million to the JV Company, of which $1 million is to be
in cash and the balance in an in-kind investment, the scope and valuation of
which shall be preapproved in writing by CureCell and the Company. The Companys
funding will be made by way of a convertible loan to the JV Company or the joint
venture (if the JV Company is not established). The JVA provides that, under
certain specified conditions, the Company can require CureCell to sell to the
Company its participating (including equity) interest in the JV Company in
consideration for the issuance of the Companys common stock based on the then
valuation of the JV Company.
3) On May 10, 2016 (the
Effective Date), Orgenesis Inc. and Atvio Biotech Ltd., a newly formed Israeli
company (Atvio) entered into a Joint Venture Agreement (the JVA) pursuant to
which the parties agreed to collaborate in the contract development and
manufacturing of cell and virus therapy products in the field of regenerative
medicine in the State of Israel. The parties intend to pursue the joint venture
through Atvio, in which the Company will have a 50% participating interest
therein. Under the JVA, Atvio is to procure, at its sole expense, a GMP facility
and appropriate staff in Israel. The Company will share with Atvio the Companys
know-how in the field of cell therapy manufacturing, which know-how will not
include the intellectual property included in the license from the Tel Hashomer
Hospital in Israel to the Israeli Subsidiary. The parties are to create a
mutually agreeable work plan within 60 days following the execution of the JVA,
detailing each partys respective obligations. Subject to the adoption of a work
plan acceptable to the Company, the Company shall remit to Atvio $1 million to
defray the costs associated with the setting up and the maintenance of the GMP
facility, all or part of which may be contributed by way of in kind services as
agreed to in the work plan. The Companys funding will be made by way of a
convertible loan to Atvio, which shall be convertible at the Companys option at
any time into 50% of the then outstanding equity capital immediately following
such conversion. In addition, within a year from the Effective Date the Company
has the option to require the Atvio shareholders to transfer to the Company the
entirety of their interest in Atvio for the consideration specified in the
agreement. Within three years from the Effective Date, the Atvio shareholders
shall have the option to require the Company to purchase from Atvios'
shareholders their entire interest in Atvio for the consideration specified in
the agreement. The activities of Atvio began after the period ended August 31,
2016. As of August 31, 2016, Atvio had immaterial setup costs.
Grants
1) On April 2016, the
Belgian Subsidiary received the formal approval from the Walloon Region, Belgium
(Service Public of Wallonia, DGO6) for a budgeted EUR 1,304 thousand support
program for the development of a potential cure for Type 1 Diabetes. The
financial support is awarded to the Belgium subsidiary as a recoverable advance
payment at 55% of budgeted costs, or for a total of EUR 717 thousand ($800
thousand). The grant will be paid to Orgenesis over the project period.
2) On May 26, 2016, the
Israeli Subsidiary entered into a pharma Cooperation and Project Funding
Agreement (CPFA) with KORIL and CureCell. KORIL will give a conditional grant of
up to $400 thousand each (according to terms defined in the agreement), for a joint
research and development project for the use of Autologous Insulin Producing
(AIP) Cells for the Treatment of Diabetes (the Project). The Project started
on June 1, 2016. Upon the conclusion of product development, the grant shall be
repaid at the yearly rate of 2.5% of gross sales. The grant will be used solely
to finance the costs to conduct the research of the project during a period of
18 months starting on June 1, 2016. On June 2016, the Israeli Subsidiary
received $160 thousand under the grant.
16
NOTE 7 EQUITY
The Companys common shares are traded
on the OTCQB Venture Market under the symbol ORGS.
During the nine months ended August 31, 2016, the Company
entered into definitive agreements with accredited and other qualified investors
relating to a private placement (the Private Placement) of (i) 2,860,578
shares of the Companys common stock and (ii) three year warrants to purchase up
to an additional 2,860,578 shares of the Companys Common Stock at a per share
exercise price of $0.52. The purchased securities were issued pursuant to
subscription agreements between the Company and the purchasers for aggregate
proceeds to the Company of $1,488 thousand. Furthermore, in certain events
(according to terms defined in the agreements) the Company will issue, for no
additional consideration, additional common shares to subscribers which total
each Subscribers subscription proceeds divided by the New Issuance Price, minus
the number of shares already issued to such subscriber (See also Note 10).
The Company allocated the proceeds from the private placement
based on the fair value of the warrants and the price protection derivative
components. The residual amount was allocated to the shares.
The table below presents the fair value of the instruments
issued as of the closing dates and the allocation of the proceeds (for the fair
value as of August 31, 2016, see Note 10):
|
|
Total Fair
|
|
|
|
Value
|
|
|
|
(in thousands)
|
|
Warrants component
|
$
|
466
|
|
Price protection derivative component
|
|
84
|
|
Shares component
|
|
938
|
|
Total
|
$
|
1,488
|
|
NOTE 8 STOCK BASED COMPENSATION
a.
|
Options Granted to Employees and
Directors
|
On April 27, 2016, the Company
approved an aggregate of 1,104,950 stock options to the Companys Chief
Executive Officer that are exercisable at $0.0001 per share and an aggregate of
1,641,300 stock options to the Chief Executive Officer of the U.S. Subsidiary
that are exercisable at $.0.28 per share. The options vested immediately with a
fair value as of the date of grant of $622 thousand using the Black-Scholes
valuation model.
b.
|
Options Granted to
Consultant
|
On March 1, 2016 the Company
entered into a consulting agreement for professional services for a period of
one year. Under the terms of the agreement, the Company granted to a consultant
1 million options exercisable at $0.30 per share. The options shall vest
quarterly over a period of one year, but shall immediately vest prior to such
one-year period if there is an acquisition of 40% or more of the Company or upon
funding of $5 million or more in financing. The fair value of those options as
of the date of grant was $187 thousand using the Black-Scholes valuation model.
17
c.
|
Shares Issued to
Consultants
|
1)
On March 1, 2016, the Company entered into a consulting agreement for
professional services for a period of one year. Under the terms of the
agreement, the Company agreed to grant the consultant 250 thousand shares of
restricted common stock. The fair value of the Companys common stock as of the
date of grant was $0.30. In addition, the Company will pay a retainer fee of
$10,000 per month, consisting of $5,000 cash per month and $5,000 shall be
payable in shares of the Companys common stock at a value equal to the price
paid for the equity capital raise of at least $3 million (the financing). The
cash fee per month and shares shall be issued upon completion of the financing.
The fair value of the shares as of August 31, 2016, was $25 thousand.
2)
On April 27, 2016, the Company entered into a consulting agreement for
professional services for a period of one year with two consultants. Under the
terms of the agreements, the Company agreed to grant the consultants an
aggregage of 1.2 million shares of restricted common stock that vested on grant
date. The fair value of the Companys common stock as of the date of grant was
$0.28.
3)
On May 1, 2016, the Company entered into a consulting agreement for professional
services for a period of one year. Under the terms of the agreement, the Company
agreed to grant a consultant 1 million shares of restricted common stock, of
which the first 350,000 shares will vest immediately, 350,000 shares are to vest
90 days following the agreement date and 300,000 shares are schedule to vest 180
following the agreement date. The fair value of the Companys common stock as of
the date of grant of the first tranche was $0.28. With respect to each
subsequent tranche, the fair value of the Companys common stock as of August
31, 2016, was $0.35.
4)
On August 9, 2016, the Company granted to three consultants 75,885 warrants each
exercisable at $0.52 per share for three years. The fair value of those options
as of the date of grant was $53 thousand using the Black-Scholes valuation
model. The warrants were granted as a success fee with respect to the issuance
of the convertible notes during the three months period ended August 31, 2016.
NOTE 9 LOSS PER SHARE
The following table sets forth the calculation of basic and
diluted loss per share for the periods indicated:
|
|
Three Months Ended
|
|
|
Nine months Ended
|
|
|
|
August 31,
|
|
|
August 31,
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
$
|
2,644
|
|
$
|
1,616
|
|
$
|
6,312
|
|
$
|
3,503
|
|
Weighted average number of
common shares outstanding
|
|
111,188,616
|
|
|
55,835,950
|
|
|
108,784,862
|
|
|
55,785,950
|
|
Loss per common
share
|
$
|
0.02
|
|
$
|
0.03
|
|
$
|
0.06
|
|
$
|
0.06
|
|
Diluted
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
$
|
2,644
|
|
$
|
1,616
|
|
$
|
6,312
|
|
$
|
3,503
|
|
Changes in fair value of
embedded derivative and interest expense on convertible bonds
|
|
|
|
|
353
|
|
|
87
|
|
|
|
|
Change in
fair value of warrants
|
|
|
|
|
21
|
|
|
|
|
|
554
|
|
Loss for the period
|
|
2,644
|
|
|
1,990
|
|
$
|
6,399
|
|
|
4,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in the
computation of basic loss per share
|
|
111,188,616
|
|
|
55,835,950
|
|
|
108,704,862
|
|
|
55,785,950
|
|
Number of dilutive shares
related to convertible bonds
|
|
|
|
|
577,236
|
|
|
|
|
|
1,086,109
|
|
Number of dilutive shares related to warrants
|
|
|
|
|
21,279
|
|
|
|
|
|
347,567
|
|
Weighted average number of
common shares outstanding
|
|
111,188,616
|
|
|
56,434,465
|
|
|
108,704,862
|
|
|
57,219,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common share
|
$
|
0.02
|
|
$
|
0.04
|
|
$
|
0.06
|
|
$
|
0.09
|
|
18
Diluted loss per share does not include 16,954,564 shares
underlying outstanding options, 20,971,190 shares issuable upon exercise of
warrants, 800,000 shares due to stock-based compensation to service providers
and 7,365,719 shares upon conversion of convertible notes for the nine and three
months ended August 31, 2016, because the effect of their inclusion in the
computation would be anti-dilutive.
Basic loss per share does not include 42,401,724 of redeemable
common stock since the contingent criteria regarding the unwind option has not
been met as of August 31, 2015.
Diluted loss per share as of August 31, 2015, does not include
42,401,724 redeemable common stock, 12,899,314 shares underlying outstanding
options, 2,942,256 shares due to stock-based compensation to service providers,
because the effect of their inclusion in the computation would be anti-dilutive.
NOTE 10 - FAIR VALUE PRESENTATION
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 credit risk in its
assessment of fair value.
As of August 31, 2016 and November 30, 2015, the Companys
liabilities that are measured at fair value and classified as level 3 fair value
are as follows (in thousands):
|
|
August 31,
|
|
|
November 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
Level 3
|
|
|
Level 3
|
|
Warrants (1)
|
$
|
2,219
|
|
$
|
1,382
|
|
Price protection derivative (1)
|
|
192
|
|
|
1,533
|
|
Embedded derivatives*(1)
|
|
540
|
|
|
289
|
|
Convertible bonds (2)
|
$
|
1,875
|
|
$
|
1,888
|
|
*
|
The embedded derivative is presented in the Company's
balance sheets on a combined basis with the related host contract (the
convertible loans).
|
(1) The fair value of the warrants,
price protection derivative and embedded derivatives is determined by using a
Monte Carlo Simulation Model. This model, in contrast to a closed form model,
such as the Black-Scholes Model, enables the Company to take into
consideration the conversion price changes over the conversion period of the
loan, and therefore is more appropriate in this case.
19
(2) The fair value of the
convertible bonds described in Note 7 of the Annual Report is determined by
using a binomial model for the valuation of the embedded derivative and the fair
value of the bond was calculated based on the effective rate on the valuation
date (6%). The binomial model used the forecast of the Company share price
during the convertible bond's contractual term. Since the convertible bond is in
Euro and the model is in USD, the Company has used the Euro/USD forward rates
for each period. In order to solve for the embedded derivative fair value, the
calculation was performed as follows:
|
|
Stage A - The model calculates a number of potential
future share prices of the Company based on the volatility and risk-free
interest rate assumptions.
|
|
|
Stage B - the embedded derivative value is calculated
"backwards" in a way that takes into account the maximum value between
holding the bonds until maturity or converting the bonds.
|
The following table presents the assumptions that were used for
the models as of August 31, 2016:
|
|
Price Protection
|
|
|
|
|
|
|
Derivative and
|
|
|
Embedded
|
|
|
|
Warrants
|
|
|
Derivative
|
|
Fair value of shares of
common stock
|
$
|
0.43
|
|
$
|
0.43
|
|
Expected volatility
|
|
95%
-
102%
|
|
|
102%
|
|
Discount on lack of
marketability
|
|
16%
|
|
|
-
|
|
Risk free interest rate
|
|
0.26%-0.9%
|
|
|
0.38%
|
|
Expected term (years)
|
|
2
.
2
-
2.8
|
|
|
0.33
|
|
Expected dividend yield
|
|
0%
|
|
|
0%
|
|
Expected capital raise dates
|
|
Q4 2016
|
|
|
-
|
|
The fair value of the convertible bonds is equal to their
principal amount and the aggregate accrued interest.
The following table presents the assumptions that were used for
the models as of November 30, 2015:
|
|
Price Protection
|
|
|
|
|
|
|
|
|
|
Derivative and
|
|
|
Embedded
|
|
|
Convertible
|
|
|
|
Warrants
|
|
|
Derivative
|
|
|
Bonds
|
|
Fair value of shares of
common stock
|
$
|
0.33
|
|
$
|
0.33
|
|
$
|
0.33
|
|
Expected volatility
|
|
87%-98%
|
|
|
87%
|
|
|
88%
|
|
Discount on lack of
marketability
|
|
14%
|
|
|
-
|
|
|
18%
|
|
Risk free interest rate
|
|
0.44%-1.24%
|
|
|
0.11%-0.49%
|
|
|
0.42%
|
|
Expected term (years)
|
|
0.9-3
|
|
|
0.08-0.87
|
|
|
0.8
|
|
Expected dividend yield
|
|
0%
|
|
|
0%
|
|
|
0%
|
|
Expected capital raise dates
|
|
Q2 2016-Q4
|
|
|
|
|
|
|
|
|
|
2016, Q4 2017
|
|
|
-
|
|
|
-
|
|
The table below sets forth a summary of the changes in the fair
value of the Companys financial liabilities classified as Level 3 for the nine
months ended August 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
Price
|
|
|
|
|
|
|
Embedded
|
|
|
Convertible
|
|
|
Protection
|
|
|
|
Warrants
|
|
|
Derivatives
|
|
|
Bonds
|
|
|
Derivative
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
Balance at beginning of the
period
|
$
|
1,382
|
|
$
|
289
|
|
$
|
1,888
|
|
$
|
1,533
|
|
Additions
|
|
802
|
|
|
|
|
|
|
|
|
120
|
|
Conversion
|
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
Changes in fair value during the period
|
|
35
|
|
|
253
|
|
|
(115
|
)
|
|
(1,461
|
)
|
Changes in fair value due to
extinguishment of convertible loan
|
|
|
|
|
8
|
|
|
|
|
|
|
|
Translation adjustments
|
|
|
|
|
|
|
|
102
|
|
|
|
|
Balance at end of the period
|
$
|
2,219
|
|
$
|
540
|
|
$
|
1,875
|
|
$
|
192
|
|
20
There were no transfers to or from Level 3 during the three
months ended August 31, 2016.
The Company has performed a sensitivity analysis of the results
for the warrants fair value to changes in the assumptions for expected
volatility with the following parameters:
|
|
Base -10%
|
|
|
Base
|
|
|
Base+10%
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
As of August 31, 2016
|
$
|
2,008
|
|
$
|
2,219
|
|
$
|
2,423
|
|
The Company has performed a sensitivity analysis of the results
for the price protection derivative fair value to changes in the assumptions
expected volatility with the following parameters:
|
|
Base -10%
|
|
|
Base
|
|
|
Base+10%
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
As of August 31, 2016
|
$
|
186
|
|
$
|
192
|
|
$
|
197
|
|
The Company has performed a sensitivity analysis of the results
for the Embedded Derivative fair value to changes in the assumptions expected
volatility with the following parameters:
|
|
Base -10%
|
|
|
Base
|
|
|
Base+10%
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
As of August 31, 2016
|
$
|
496
|
|
$
|
540
|
|
$
|
584
|
|
The table below sets forth a summary of the changes in the fair
value of the Companys financial liabilities classified as Level 3 for the year
ended November 30, 2015:
|
|
|
|
|
|
|
|
|
|
|
Price
|
|
|
|
|
|
|
Embedded
|
|
|
Convertible
|
|
|
Protection
|
|
|
|
Warrants
|
|
|
Derivatives
|
|
|
Bonds
|
|
|
Derivative
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
Balance at beginning of the
year
|
$
|
560
|
|
$
|
992
|
|
$
|
|
|
$
|
|
|
Additions
|
|
1,390
|
|
|
112
|
|
|
3,234
|
|
|
1,526
|
|
Changes in fair value related
to warrants expired*
|
|
(525
|
)
|
|
|
|
|
|
|
|
7
|
|
Changes in fair value during the period
|
|
(43
|
)
|
|
(815
|
)
|
|
(1,221
|
)
|
|
|
|
Translation adjustments
|
|
|
|
|
|
|
|
(125
|
)
|
|
|
|
Balance at end of the year
|
$
|
1,382
|
|
$
|
289
|
|
$
|
1,888
|
|
$
|
1,533
|
|
(*) During the twelve months ended November 30, 2015, 1,826,718
warrants had expired. There were no transfers to or from Level 3 during the
twelve months ended November 30, 2015.
NOTE 11 - SUBSEQUENT EVENTS
On September 6, 2016, the Company entered into unsecured
convertible notes agreements with accredited or offshore investors for an
aggregate amount of $50 thousand. The notes bear an annual interest rate of 6%
and mature at September 6, 2018, unless earlier converted, at the election of
the Holder, the Maturity Date shall be at the earlier of (i) 10th business day
following the receipt by the Company of funds from the DGO6 in respect of the
previously approved budget and (ii) December 31, 2016.
The entire principal amount under the notes and accrued
interest shall automatically convert into Units (as defined below) upon the
earlier to occur of any of the following: (i) the closing of an offering of
equity securities of the Company with gross proceeds to the Company greater than $10
million (Qualified Offering) (ii) the trading of the Companys common stock on
the over-the counter market or an exchange at a weighted average price of at
least $0.52 for fifty (50) consecutive trading days, or (iii) the listing of the
Companys Common Stock on a U.S. National Exchange (each a Conversion Event).
Each $0.52 of principal amount and accrued interest due shall convert into (a
Unit), consisting of one share of Common Stock and one three-year warrant
exercisable into an additional share of common stock at a per share exercise
price of $0.52, provided that, if more favorable to the holder, any principal
amount and accrued interest due shall convert into securities on the same basis
as such securities are sold in the Qualified Offering. At any time, the holder
may convert the principal amount and accrued interest outstanding into Units as
provided above. In addition, if a Conversion Event does not occur within 12
months of the issuance date hereof, then the holder, at its option, may convert
the outstanding principal amount and accrued interest under this note into
either (i) Units as provided above, or (ii) shares of the Companys common stock
at a per share conversion price of $0.40.
21
On September 28, 2016, MaSTherCell entered into a loan
agreement with an institutional lender (the Lender) for Euro 1 million. The
loan bears an annual interest rate of 7% per annum and matures in three years.
The interest will be payable starting September 30, 2017. The proceeds from the
loan are mandated specifically for MaSTherCell. No prepayment is allowed before
September 30, 2017. After such time and up to September 30, 2018, a fee of 3%
shall be due on any prepaid portion of the principal and, after such time and
onward, a fee of 2% shall be due on any prepaid portion of the principal until
maturity. Notwithstanding, any outstanding principal amount is due and payable
upon the Company raising a minimum of Euro 10 million in cumulative new equity
financing, in conjunction with alisting of the Companys common stockon The
NASDAQ Stock Market.
22