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,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
REVENUES
|
$
|
2,562
|
|
$
|
1,849
|
|
$
|
6,712
|
|
$
|
4,501
|
|
COST OF REVENUES
|
|
1,867
|
|
|
1,829
|
|
|
4,900
|
|
|
5,273
|
|
GROSS PROFIT (LOSS)
|
|
695
|
|
|
20
|
|
|
1,812
|
|
|
(772
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RESEARCH AND DEVELOPMENT EXPENSES,
net
|
|
500
|
|
|
775
|
|
|
1,906
|
|
|
1,663
|
|
AMORTIZATION OF INTANGIBLE ASSETS
|
|
423
|
|
|
408
|
|
|
1,201
|
|
|
1,217
|
|
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES
|
|
3,184
|
|
|
1,279
|
|
|
7,887
|
|
|
4,618
|
|
OPERATING LOSS
|
|
3,412
|
|
|
2,442
|
|
|
9,182
|
|
|
8,270
|
|
FINANCIAL EXPENSES (INCOME),
net
|
|
(2,032
|
)
|
|
574
|
|
|
1,488
|
|
|
(645
|
)
|
SHARE IN LOSSES OF ASSOCIATED COMPANY
|
|
152
|
|
|
-
|
|
|
348
|
|
|
-
|
|
LOSS BEFORE INCOME TAXES
|
|
1,532
|
|
|
3,016
|
|
|
11,018
|
|
|
7,625
|
|
TAX EXPENSES (BENEFIT)
|
|
421
|
|
|
(372
|
)
|
|
493
|
|
|
(1,313
|
)
|
NET LOSS
|
$
|
1,953
|
|
$
|
2,644
|
|
$
|
11,511
|
|
$
|
6,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS (LOSS) PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
$
|
(0.10
|
)
|
$
|
(0.06
|
)
|
Diluted
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
$
|
(0.10
|
)
|
$
|
(0.06
|
)
|
WEIGHTED AVERAGE NUMBER OF SHARES
USED IN
COMPUTATION OF BASIC AND
DILUTED EARNINGS (LOSS) PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
123,349,597
|
|
|
111,188,616
|
|
|
113,433,712
|
|
|
108,784,862
|
|
Diluted
|
|
124,625,412
|
|
|
111,188,616
|
|
|
113,746,212
|
|
|
108,784,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE LOSS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
$
|
1,953
|
|
$
|
2,644
|
|
$
|
11,511
|
|
$
|
6,312
|
|
Translation adjustments
|
|
(1,430
|
)
|
|
36
|
|
|
(2,419
|
)
|
|
(1,047
|
)
|
TOTAL COMPREHENSIVE LOSS
|
$
|
523
|
|
$
|
2,680
|
|
$
|
9,092
|
|
$
|
5,265
|
|
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
ORGENESIS
INC.
CONDENSED
CONSOLIDATED
STATEMENTS
OF
CHANGES
IN
EQUITY
(U.S.
Dollars
in
thousands,
except share
amounts)
(Unaudited)
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receipts on
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Account of
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Par
|
|
|
Paid-in
|
|
|
Share to be
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
|
|
|
|
Number
|
|
|
Value
|
|
|
Capital
|
|
|
Allotted
|
|
|
Loss
|
|
|
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 1,
2015
|
|
55,835,950
|
|
$
|
6
|
|
$
|
14,229
|
|
$
|
1,251
|
|
$
|
(1,286
|
)
|
$
|
(20,640
|
)
|
$
|
(6,440
|
)
|
Changes during the nine months ended
August 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
to employees and directors
|
|
|
|
|
|
|
|
990
|
|
|
|
|
|
|
|
|
|
|
|
990
|
|
Stock-based compensation to service providers
|
|
|
|
|
|
|
|
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
from investments and
conversion of
convertible loans
|
|
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 income (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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 1,
2016
|
|
114,096,461
|
|
$
|
12
|
|
$
|
41,605
|
|
$
|
-,-
|
|
$
|
(1,205
|
)
|
$
|
(29,834
|
)
|
$
|
10,578
|
|
Changes during the nine months ended
August 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
to employees and directors
|
|
|
|
|
|
|
|
1,156
|
|
|
|
|
|
|
|
|
|
|
|
1,156
|
|
Stock-based compensation to service providers
|
|
950,000
|
|
|
-
|
|
|
1,824
|
|
|
|
|
|
|
|
|
|
|
|
1,824
|
|
Issuance of warrants
and beneficial conversion
feature of
convertible loans
|
|
|
|
|
|
|
|
2,550
|
|
|
|
|
|
|
|
|
|
|
|
2,550
|
|
Issuance of shares and receipts on account of
shares and warrants
to be allotted and
cancelation of contingent shares
|
|
2,936,918
|
|
|
-
|
|
|
3,383
|
|
|
852
|
|
|
|
|
|
|
|
|
4,235
|
|
Comprehensive income
(loss) for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,419
|
|
|
(11,511
|
)
|
|
(9,092
|
)
|
Balance at August 31, 2017
|
|
117,983,379
|
|
$
|
12
|
|
$
|
50,518
|
|
$
|
852
|
|
$
|
1,214
|
|
$
|
(41,345
|
)
|
$
|
11,251
|
|
*Including outstanding contingent shares.
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,
|
|
|
August 31,
|
|
|
|
2017
|
|
|
2016
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES:
|
|
|
|
|
|
|
Net loss
|
$
|
(11,511
|
)
|
$
|
(6,312
|
)
|
Adjustments required to reconcile net loss to net cash used in
operating activities:
|
|
|
|
|
|
|
Stock-based
compensation
|
|
2,817
|
|
|
2,085
|
|
Loss from extinguishment of a convertible loan
|
|
-
|
|
|
229
|
|
Share in losses of
associated company
|
|
348
|
|
|
-
|
|
Depreciation and amortization expenses
|
|
1,874
|
|
|
1,987
|
|
Change in fair
value of warrants and embedded derivatives
|
|
(1,276
|
)
|
|
(1,172
|
)
|
Change in fair value of convertible bonds
|
|
(157
|
)
|
|
(115
|
)
|
Interest expenses
accrued on loans and convertible loans (including amortization of
beneficial conversion feature)
|
|
818
|
|
|
494
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
Increase in
accounts receivable
|
|
(682
|
)
|
|
(603
|
)
|
Increase in inventory
|
|
(484
|
)
|
|
(73
|
)
|
Increase in
other assets
|
|
(1
|
)
|
|
(17
|
)
|
Increase in prepaid expenses and other accounts receivable
|
|
(818
|
)
|
|
(220
|
)
|
Increase
(decrease) in accounts payable
|
|
(1,230
|
)
|
|
637
|
|
Increase in accrued expenses and other payables
|
|
192
|
|
|
242
|
|
Increase in
employee and related payables
|
|
554
|
|
|
523
|
|
Increase in deferred income
|
|
3,268
|
|
|
402
|
|
Increase in
advance payments and receivables on account of grant, net
|
|
2,358
|
|
|
50
|
|
Increase (decrease) in deferred taxes
|
|
494
|
|
|
(1,314
|
)
|
Net cash
used in operating activities
|
|
(3,436
|
)
|
|
(3,177
|
)
|
CASH FLOWS FROM INVESTING
ACTIVITIES:
|
|
|
|
|
|
|
Purchase of property and
equipment
|
|
(639
|
)
|
|
(1,049
|
)
|
Disposals of
property and equipment
|
|
31
|
|
|
-
|
|
Investments in associate
|
|
(835
|
)
|
|
-
|
|
Net cash used in
investing activities
|
|
(1,443
|
)
|
|
(1,049
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
Short-term line of credit
|
|
(21
|
)
|
|
17
|
|
Proceeds from issuance of
shares and warrants (net of transaction costs)
|
|
4,307
|
|
|
1,488
|
|
Proceeds
from issuance of convertible loans (net of transaction costs)
|
|
4,932
|
|
|
1,258
|
|
Repayment of convertible
loans and convertible bonds
|
|
(3,766
|
)
|
|
-
|
|
Repayment
of short and long-term debt
|
|
(1,102
|
)
|
|
(2,446
|
)
|
Net cash provided by financing activities
|
|
4,350
|
|
|
317
|
|
NET CHANGE IN CASH AND
CASH EQUIVALENTS
|
|
(529
|
)
|
|
(3,909
|
)
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND
CASH EQUIVALENTS
|
|
400
|
|
|
11
|
|
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD
|
|
891
|
|
|
4,168
|
|
CASH AND CASH EQUIVALENTS AT END OF
PERIOD
|
$
|
762
|
|
$
|
270
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL NON-CASH FINANCING
ACTIVITIES
|
|
|
|
|
|
|
Conversion of loans and bonds
(including accrued interest) to common stock and warrants
|
$
|
106
|
|
$
|
1,028
|
|
Reclassification of redeemable common stock
to equity
|
|
|
|
$
|
21,458
|
|
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,
2017 and August 31, 2016
NOTE 1 - GENERAL AND BASIS OF PRESENTATION
Orgenesis Inc., a Nevada corporation, is a
biopharmaceutical company with expertise and experience in cell therapy
development and manufacturing specializing in cell therapy development for
advanced medicinal products serving the regenerative medicine industry.
In
addition, the Company is developing a novel and proprietary cell therapy
trans-differentiation technologies for the treatment of diabetes. The cell
therapy technology is based on the research work of Prof. Sarah Ferber, the
Company's Chief Science Officer and a researcher at Tel Hashomer Medical
Research (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.
The
combination of proprietary cell therapy trans-differentiation technologies for
the treatment of diabetes and a revenue-generating contract development and
manufacturing service business provides the Company with unique
capabilities.
As
used in this report and unless otherwise indicated, the term Company refers to
Orgenesis Inc. and its 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 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, 2017, and the consolidated statements of comprehensive loss for the
three and nine months ended August 31, 2017 and 2016, and the changes in equity
and cash flows for the nine months period ended August 31, 2017 and 2016. The
interim results, are not necessarily indicative of the results to be expected
for the year ending November 30, 2017. 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, 2016.
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, 2017, the Company, had accumulated losses of approximately $41 million and
expects to incur further losses in the development of its business. Presently,
the Company does not have sufficient cash to meet its requirements in the
following twelve months. 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. In the event that the
remaining subscription proceeds from a private placement with an institutional
investor referred to below, in the aggregate amount of $12 million (out of total
committed amount $16 million) will not be paid periodically through August 2018,
then the Company will need to raise significant funds in order to continue to
meet its liquidity needs, realize its business plan and maintain operations. The
Companys current cash balance is 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 generate
sustainable profits from its CDMO business and to secure funds through equity
and/or debt instruments for its operations and business opportunities
investments.
8
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 its business plan or that the
successful implementation of its business plan will actually improve the Companys
operating results. If the Company is unable to raise the necessary capital, the
Company may have to cease curtail or reduce operations.
The
Company has been funding its operations primarily from the proceeds from private
placements of the Companys convertible debt and equity securities and from
revenues generated by MaSTherCell. From December 2016 through August 2017, the
Company received, through MaSTherCell, proceeds of approximately $6.1 million in
revenues and accounts receivable from customers and $9 million from the private
placement to accredited investors of its equity and equity linked securities and
convertible loans, out of which $3.5 are million from the institutional investor
definitive agreements in January 2017 for the private placement of units of the
Companys securities for aggregate subscription proceeds to the Company of $16
million. The subscription proceeds are payable on a periodic basis through
August 2018. In addition, from September 1, 2017 through October 16, 2017, the
Company raised an additional $1.1 million from the proceeds of the private
placement to certain accredited investors of its equity and equity linked
securities and Company received, through MaSTherCell, proceeds of approximately
$1 million in accounts receivable from its customers.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
accounting policies adopted are consistent with those of the previous financial
year.
NOTE 3 - SEGMENT INFORMATION
The
Chief Executive Officer ("CEO") is the Companys chief operating decision-maker
("CODM").
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, management has determined that there are two operating
segments.
CDMO
The
CDMO activity is comprised of a specialization in cell therapy development for
advanced therapeutic products and is comprised of two types of services to its
customers: (i) process and assay development services and (ii) cGMP contract
manufacturing services. The CDMO activities include the operations of
MaSTherCell.
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.
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.
9
Segment
data for the nine months ended August 31, 2017 is as follows:
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
CDMO
|
|
|
CTB
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(in thousands)
|
|
Revenues from external customers
|
$
|
7,705
|
|
|
|
|
|
(993
|
)
|
$
|
6,712
|
|
Cost of revenues
|
|
(4,358
|
)
|
|
|
|
|
403
|
|
|
(3,955
|
)
|
Research and development expenses, net
|
|
|
|
|
(1,932
|
)
|
|
590
|
|
|
(1,342
|
)
|
Operating expenses
|
|
(916
|
)
|
|
(6,060
|
)
|
|
|
|
|
(6,976
|
)
|
Depreciation and amortization expenses
|
|
(2,145
|
)
|
|
(7
|
)
|
|
|
|
|
(2,152
|
)
|
Segment Performance
|
$
|
286
|
|
|
(8,000
|
)
|
|
-
|
|
|
(7,714
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
(2,817
|
)
|
|
(2,817
|
)
|
Financial expenses, net*
|
|
|
|
|
|
|
|
(139
|
)
|
|
(139
|
)
|
Share in losses of associated company
|
|
|
|
|
|
|
|
(348
|
)
|
|
(348
|
)
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
(11,018
|
)
|
*
Excluding $1,389 thousand stock based compensation included in financial
expenses.
Segment
data for the nine months ended August 31, 2016 is as follows:
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
CDMO
|
|
|
CTB
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(in thousands)
|
|
Net 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 expense
|
|
(1,984
|
)
|
|
(3
|
)
|
|
|
|
|
(1,987
|
)
|
Segment Performance
|
$
|
(3,644
|
)
|
$
|
(2,541
|
)
|
|
-
|
|
|
(6,185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
|
|
|
|
|
|
|
|
(2,085
|
)
|
|
(2,085
|
)
|
Financial income, net
|
|
|
|
|
|
|
|
645
|
|
|
645
|
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
(7,625
|
)
|
Segment
data for the three months ended August 31, 2017 is as follows:
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
CDMO
|
|
|
CTB
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(in thousands)
|
|
Net revenues from external customers
|
$
|
2,956
|
|
|
|
|
|
(394
|
)
|
|
2,562
|
|
Cost of revenues
|
|
(1,439
|
)
|
|
|
|
|
95
|
|
|
(1,344
|
)
|
Research and development expenses, net
|
|
|
|
|
(688
|
)
|
|
299
|
|
|
(389
|
)
|
Operating expenses
|
|
(1,641
|
)
|
|
(1,272
|
)
|
|
|
|
|
(2,913
|
)
|
Depreciation and amortization expense
|
|
(945
|
)
|
|
-
|
|
|
|
|
|
(945
|
)
|
Segment Performance
|
$
|
(1,069
|
)
|
|
(1,960
|
)
|
|
-
|
|
|
(3,029
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
|
|
|
|
|
|
|
|
(108
|
)
|
|
(108
|
)
|
Financial income, net*
|
|
|
|
|
|
|
|
1,757
|
|
|
1,757
|
|
Share in losses of associated company
|
|
|
|
|
|
|
|
(152
|
)
|
|
(152
|
)
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
1,532
|
|
*
Excluding $275 thousand stock based compensation included in financial income.
10
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
|
)
|
Geographic, Product and Customer Information
Substantially all the Company's
revenues and long-lived assets are located in Belgium through its controlled
subsidiary MaSTherCell. Manufacturing activities show a significant increase of
revenues in line with the company Business Plan. It reflects market recognition
in CDMO business expertise and the adequacy of the Company strategy.
Revenues from single customers from the CDMO segment that
exceed 10% of total net revenues are:
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
August 31,
|
|
|
August 31,
|
|
|
August 31,
|
|
|
August 31, 2016
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
|
|
|
|
(in thousands)
|
|
Customer A
|
$
|
852
|
|
$
|
1,031
|
|
$
|
2,813
|
|
$
|
2,626
|
|
Customer B
|
|
-
|
|
|
291
|
|
|
-
|
|
|
1,163
|
|
Customer C
|
|
809
|
|
|
|
|
|
1,904
|
|
|
|
|
Customer D
|
$
|
679
|
|
$
|
|
|
$
|
1,637
|
|
$
|
|
|
CDMO business has substantially diversified revenues by source signing contracts with leading Biotech companies in their respective cell-based therapy field and strengthened its revenue base over the last three quarters. In January 2017, MaSTherCell entered into a service agreement with Les Laboratoires Servier (“Servier”) for the development of its CAR-T cell therapy manufacturing platform and in June 2017, MaSTherCell entered into a service agreement with CRISPR Therapeutics AG (“CRISPR”) for the development and manufacturing of allogeneic cell therapies.
NOTE 4 CONVERTIBLE LOAN AGREEMENTS
(a) On January 12,
2017, the Company repaid the outstanding principal amount and accrued interest
in the amount of $51 thousand on convertible loans that were issued during
September 2016. The transaction had no material impact on the comprehensive loss
for the period.
11
(b) During the nine
months ended August 31, 2017, the Company entered into several unsecured
convertible note agreements with accredited or offshore investors for an
aggregate amount of $3.95 million. The loans bear an annual interest rate of 6%
and mature in two years from the date of issuance, unless converted earlier.
The notes provide that the entire principal amount
under the notes and accrued interest automatically convert into units as in the
agreement 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 (ii) the trading of the Companys common stock,
par value $0.0001 per share (the Common Stock) on the over-the counter market
or an exchange at a weighted average price of at least $0.52 (adjusted for
certain capital events such as stock splits) for fifty (50) consecutive trading
days, or (iii) the listing of the Companys Common Stock on a U.S. National
Exchange.
Since
the closing price of the Companys publicly traded stock is greater than the
effective conversion price on the closing date, the conversion feature is
considered "beneficial" to the holders and equal to $2.24 million. 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 $405 thousand, out of which $129 thousand
was the fair value of warrants for the purchase of 434,436 shares of Common
Stock granted to three holders as a success fee, exercisable at $0.52 per share
for three years. The fair value of those warrants as of the date of grant was
evaluated using the Black-Scholes valuation model.
(c) During the nine
months ended August 31, 2017, the Company entered into several unsecured
convertible note agreements with accredited or offshore investors for an
aggregate amount of $0.8 million. The notes have 0% or 6% interest rate and are
scheduled to mature between nine months and one year unless converted earlier.
At any time, all or a portion of the outstanding principal amount and accrued
but unpaid interest thereon may be converted at the Holders option into shares
of the Company common stock at a price of $0.52 per share. The Company also
issued to the investors three-year warrants to purchase up to 1,746,063 shares
of the Companys Common Stock at a per share exercise price of $0.52.
Since
the closing price of the Companys publicly traded stock is greater than the
effective conversion price on the measurement date, the conversion feature is
considered "beneficial" to the holders and equal to $81 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.
(d) On January 23,
2017, the Company and a Non-U.S. institutional investor, entered into an
agreement pursuant to which the investor advanced to the Company $400,000 at per
annum rate of 6% and with a maturity date of April 23, 2017.
The
transaction costs were approximately $71 thousand, out of which $35 thousand as
stock based compensation due to issuance of 76,923 warrants and 32,051 shares.
The fair value of those warrants as of the date of grant was evaluated by using
the Black-Scholes valuation model.
The
principal amount and accrued interest were repaid by the Company on March 7,
2017 and, in accordance with the terms of the agreement, the Company issued to
the investor 650,000 restricted shares of the Companys Common Stock. The fair
value of the shares as of March 7, 2017, was $494 thousand and was recorded as
financial expenses.
(e) In January 2017
MaSTherCell repaid all but one of its bondholders (originally issued on
September 14, 2014), and the aggregate payment amounted to $1.7 million (€1.5
million). On January 17, 2017, the remaining bondholder agreed to extend the
duration of his Convertible bond until March 21, 2017. In consideration for the extension, the Company
issued to the bondholder warrants to purchase 102,822 shares of the Companys
Common Stock, exercisable over a three-year period at a per share exercise price
of $0.52. The fair value of those warrants as of the date of grant was $20
thousand using the Black-Scholes valuation model.
12
On
March 20, 2017, the remaining bondholder agreed to convert his convertible bonds
into 488,182 shares of the Companys Common Stock.
The
Company returned to treasury from the escrow arrangement entered into in March
2015 in connection with the MaSTherCell acquisition a total of 3,157,716
consideration, in accordance with the terms of the MaSTherCell acquisition
agreement. These shares have been retired and cancelled.
(f) On February 27,
2017, the Company and Admiral Ventures Inc. (Admiral) entered into an
agreement resolving the payment of amounts owed to Admiral. Under the terms of
the settlement agreement, Admiral extended the maturity date to June 30, 2018.
The Company agreed to pay to Admiral, on or before March 1, 2017, between $0.3
million and $1.5 million. Further, beginning April 2017, the Company agreed to
make a monthly payment of $125 thousand on account of remaining unpaid balance,
and also agreed to remit 25% of all amounts received from equity financing
raised above $1 million and 20% of such amounts above $500 thousand on account
of amounts owed. The Company accounted for the above changes as a modification
of the old debt.
On
March 1 and July 17, 2017, the Company repaid $1.5 million and $125 thousand on
account of the principal amount of the loan and accrued interest, respectively.
As of August 31, 2017, the Company was in arrears in its payment obligations
under such agreement. See also Note 10(c).
NOTE 5 COMMITMENTS
Grants
In
April 2016, the Belgian Subsidiary received the formal approval from the Walloon
Region, Belgium (Service Public of Wallonia, DGO6) (DGO6) for a budgeted €1.3
million ($1.5 million) support program for CTB activity. The financial support
is awarded to the Belgian subsidiary Orgenesis as a recoverable advance payment
at 55% of budgeted costs, or for a total of €0.7 million thousand ($0.8
million). The grant will be paid over the project period. On December 19, 2016,
the Belgian Subsidiary received a first payment of €359 thousand ($374
thousand).
On
October 8, 2016, the Belgian subsidiary received the formal approval from the
DGO6 for an additional budget of €12.3 million ($12.8 million) support program
for the GMP production of AIP cells for two clinical trials that will be
performed in Germany and Belgium. The project will be held during a period of
three years commencing January 1, 2017. The financial support is awarded to the
Belgium subsidiary at 55% of budgeted costs, a total of €6.8 million ($7
million). The grant will be paid over the project period. On December 19, 2016,
the Belgian Subsidiary received a first payment of €1.7 million ($1.8
million).
NOTE 6 EQUITY
Financings
1)
During the nine months ended August 31, 2017, the Company entered into
definitive agreements with accredited and other qualified investors relating to
a private placement (the Private Placement) of (i) 1,286,944 shares of the
Companys Common Stock and (ii) three year warrants to purchase up to an
additional 1,286,944 shares of the Companys Common Stock at a per share
exercise price of $0.52 and $0.65 respectively. The purchased securities were
issued pursuant to subscription agreements between the Company and the
purchasers for aggregate proceeds to the Company of $699 thousand.
The
Company allocated the proceeds from the Private Placement based on the fair
value of the warrants and the shares. The table below presents the fair value of
the instruments issued as of the closing dates and the allocation of the
proceeds:
|
|
Total Fair
|
|
|
|
Value
|
|
|
|
(in thousands)
|
|
Warrants component
|
$
|
251
|
|
Shares component
|
|
448
|
|
Total
|
$
|
699
|
|
13
2)
In January 2017, the Company entered into definitive agreements with an
institutional investor for the private placement of 30,769,231 units of the
Companys securities for aggregate subscription proceeds to the Company of $16
million at $0.52 price per unit. Each unit is comprised of one share of the
Companys Common Stock and a warrant, exercisable over a three-years period from
the date of issuance, to purchase one additional share of Common Stock at a per
share exercise price of $0.52. The subscription proceeds are payable on a
periodic basis through August 2018. Each periodic payment of subscription
proceeds will be evidenced by the Companys standard securities subscription
agreement.
During
the nine months ended August 31, 2017 the investor remitted to the Company $3.5
million, in consideration of which, the investor is entitled to 6,730,767 shares
of the Companys Common Stock and three-year warrants to purchase up to an
additional 6,730,767 shares of the Companys Common Stock at a per share
exercise price of $0.52 The Company allocated the proceeds based on the fair
value of the warrants and the shares. The table below presents the allocation of
the proceeds as of the closing date:
|
|
Total Fair
|
|
|
|
Value
|
|
|
|
(in thousands)
|
|
Warrants component
|
$
|
1,207
|
|
Shares component
|
|
2,293
|
|
Total
|
$
|
3,500
|
|
As
of August 31, 2017, 1,923,076 shares have not been issued therefore the Company
recorded $624 thousand net of transaction costs in Receipts on Account of Shares
to be Allotted.
In
connection therewith, the Company undertook to pay a fee of 5%, resulting in the
payment of $175 thousand and the issuance of 336,538 restricted shares of Common
Stock. The fair value of the shares as of the date of grant was $145 thousand
using the share price on the date of grant.
NOTE 7 STOCK BASED COMPENSATION
a.
Options Granted to Employees and Directors
On
December 9, 2016, the Company granted to the employees and directors 7,300,000
options and on and June 1, 2017, the Company granted to the Chief Executive
Officer 1,000,000 options, which are summarized on the table below:
|
No. of options
granted
|
Exercise price
|
Vesting period
|
Fair value at grant
(in
thousands)
|
Expiration
period
|
Directors
|
2,000,000
|
$0.4
|
Quarterly vested
over 2
years
vest immediately-
|
$558
|
10 years
|
Employees
|
5,300,000
|
$0.4
|
Quarterly vested
over 4 years
|
$1,480
|
10 years
|
Chief Executive
Officer
|
1,000,000
|
$0.6
|
Semi Annually
vested over
one
year
|
$435
|
10 years
|
The
fair value of each stock option grant is estimated at the date of grant using a
Black Scholes option pricing model. The volatility is based on historical
volatility of the Company, by statistical analysis of the weekly share price for
the last two years. The expected term is the mid-point between the vesting date
and the maximum contractual term for each grant equal to the contractual life.
The fair value of each option grant is based on the following assumptions:
14
|
December 9,
|
June 1, 2017
|
|
2016
|
|
Value of one common share
|
$0.39
|
$0.62
|
Dividend yield
|
0%
|
0%
|
Expected stock price
volatility
|
94%
|
95%
|
Risk free interest rate
|
1.89%
|
1.76%
|
Expected term (years)
|
5
|
5
|
b. Options and Warrants
Granted to a Consultants
On December 9, 2016, the Company entered into a consulting
agreements for the provision of professional services for a period of one year.
Under the terms of the agreement, the Company granted to a consultants 200,000
options exercisable at $0.40 per share. The options are to vest quarterly over a
period of one year. The fair value of those options as of the date of grant was
$68 thousand using the Black-Scholes valuation model.
NOTE 8 LOSS PER SHARE
The following table sets forth the calculation of basic and
diluted loss per share for the period indicated:
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
August 31,
|
|
|
August 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(in
thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
$
|
1,953
|
|
$
|
2,644
|
|
$
|
11,511
|
|
$
|
6,312
|
|
Weighted average number of common shares outstanding
|
|
123,349,597
|
|
|
111,188,616
|
|
|
113,725,909
|
|
|
108,784,862
|
|
Loss per common share
|
$
|
0.02
|
|
$
|
0.02
|
|
$
|
0.10
|
|
$
|
0.06
|
|
Diluted
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
$
|
1,953
|
|
$
|
2,644
|
|
$
|
11,511
|
|
$
|
6,312
|
|
Changes in fair value of embedded derivative and interest
expense on convertible loans
|
|
238
|
|
|
|
|
|
137
|
|
|
87
|
|
Loss for the period
|
$
|
2,191
|
|
$
|
2,644
|
|
$
|
11,648
|
|
$
|
6,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares used in
the computation of basic and diluted loss per share
|
|
123,349,597
|
|
|
111,188,616
|
|
|
113,725,909
|
|
|
108,704,862
|
|
Number of dilutive shares related to convertible loans
|
|
1,275,815
|
|
|
|
|
|
312,500
|
|
|
|
|
Weighted average number of common shares
outstanding
|
|
124,625,412
|
|
|
111,188,616
|
|
|
114,038,409
|
|
|
108,704,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common share
|
$
|
0.02
|
|
$
|
0.02
|
|
$
|
0.10
|
|
$
|
0.06
|
|
Diluted loss
per share does not include 52,510,273 shares underlying outstanding options and
warrants and 29,551,172 shares upon conversion of convertible notes for the
three and nine months ended August 31, 2017, because the effect of their
inclusion in the computation would be anti-dilutive.
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
15
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.
NOTE 9 - 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, 2017, and November 30, 2016, 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,
|
|
|
|
2017
|
|
|
201
6
|
|
|
|
Level 3
|
|
|
Level 3
|
|
Warrants (1)
|
$
|
873
|
|
$
|
1,843
|
|
Price protection derivative (1)
|
|
-
|
|
|
76
|
|
Embedded derivatives
convertible loans*(1)
|
|
20
|
|
|
240
|
|
Put option derivatives
|
|
273
|
|
|
273
|
|
Convertible bonds (2)
|
$
|
-
|
|
$
|
1,818
|
|
*
|
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.
(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 several 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 considers the maximum
value between holding the bonds until maturity or converting the bonds.
16
As of August 31, 2017, the convertible
bonds have been repaid or converted see Note 4(e).
The following table presents the
assumptions that were used for the models as of August 31, 2017:
|
|
|
|
|
Embedded
|
|
|
|
Warrants
|
|
|
Derivative
|
|
Fair value of shares of
Common Stock
|
$
|
0.32
|
|
$
|
0.32
|
|
Expected volatility
|
|
92%
|
|
|
82%
|
|
Discount on lack of
marketability
|
|
13%
|
|
|
-
|
|
Risk free interest rate
|
|
1.25%-1.31%
|
|
|
0.95%-1.03%
|
|
Expected term (years)
|
|
1.2-1.8
|
|
|
0.08-0.33
|
|
Expected dividend yield
|
|
0%
|
|
|
0%
|
|
Expected capital raise dates
|
|
October 31,
|
|
|
|
|
|
|
2017
|
|
|
-
|
|
The
fair value of the convertible bonds is equal to their principal amount and the
aggregate accrued interest.
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, 2017:
|
|
|
|
|
|
|
|
Convertible
|
|
|
Price
|
|
|
Put Option
|
|
|
|
|
|
|
Embedded
|
|
|
Bonds
|
|
|
Protection
|
|
|
Derivative
|
|
|
|
Warrants
|
|
|
Derivatives
|
|
|
|
|
|
Derivative
|
|
|
|
|
|
|
(in
thousands)
|
|
Balance at beginning of the
year
|
$
|
1,843
|
|
$
|
240
|
|
$
|
1,818
|
|
$
|
76
|
|
$
|
273
|
|
Changes in fair value during the period
|
|
(970
|
)
|
|
635
|
|
|
22
|
|
|
(76
|
)
|
|
|
|
Repayment and conversion of
convertible bonds and convertible loan
|
|
|
|
|
(855
|
)
|
|
(1,827
|
)
|
|
|
|
|
|
|
Translation adjustments
|
|
|
|
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
Balance at end of the period
|
$
|
873
|
|
$
|
20
|
|
$
|
-
|
|
$
|
-
|
|
$
|
273
|
|
There
were no transfers to Level 3 during the nine months ended August 31, 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 year ended
November 30, 2016:
|
|
|
|
|
|
|
|
Convertible
|
|
|
Price
|
|
|
Put Option
|
|
|
|
|
|
|
Embedded
|
|
|
Bonds
|
|
|
Protection
|
|
|
Derivative
|
|
|
|
Warrants
|
|
|
Derivatives
|
|
|
|
|
|
Derivative
|
|
|
|
|
|
|
|
|
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of the
year
|
$
|
1,382
|
|
$
|
289
|
|
$
|
1,888
|
|
$
|
1,533
|
|
$
|
|
|
Additions
|
|
802
|
|
|
40
|
|
|
|
|
|
120
|
|
|
273
|
|
Conversion
|
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
Changes in fair value related to Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Protection Derivative
expired*
|
|
|
|
|
|
|
|
|
|
|
(108
|
)
|
|
|
|
Changes in fair value during the period
|
|
(341
|
)
|
|
(87
|
)
|
|
(84
|
)
|
|
(1,469
|
)
|
|
|
|
Changes in fair value due to
extinguishment of convertible loan
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
Translation adjustments
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
Balance at end of the year
|
$
|
1,843
|
|
$
|
240
|
|
$
|
1,818
|
|
$
|
76
|
|
$
|
273
|
|
(*)
During the twelve months ended November 30, 2016, 11,732,916 Price Protection
Derivative have expired.
There
were no transfers to Level 3 during the twelve months ended November 30, 2016.
17
NOTE 10 - SUBSEQUENT EVENTS
a. During September
2017, the Company entered into unsecured convertible note agreements with
accredited or offshore investors for an aggregate amount of $0.6 million. The
notes bear an annual interest rate of 6% and mature in two years from the
closing date, unless earlier converted subject to the terms defined in the
agreements. The notes provide that the entire principal amount under the notes
and accrued interest automatically convert into units as in the agreement 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 (ii) the trading of the Companys common stock, par value $0.0001
per share (the Common Stock) on the over-the counter market or an exchange at
a weighted average price of at least $0.52 (adjusted for certain capital events
such as stock splits) for fifty (50) consecutive trading days, or (iii) the
listing of the Companys Common Stock on a U.S. National Exchange.
b. In October 2017, the institutional investor referred to in Note 6b, remitted to the Company $0.5 million in subscription proceeds entitling such investor to 961,538 shares of Common Stock and three-year warrants for an additional 961,538 shares. As of October 16, 2017, the Company has received a total of $4 million out of the committed $16 million subscription proceeds.
c. On September 29,
2017, the Company paid to Admiral $125 thousand on account of the debt owed.
18