TIDMMEDG TIDMMEDU
RNS Number : 1122Y
Medgenics Inc
16 December 2010
Medgenics, Inc.
('Medgenics' or the 'Company')
Financial Results for the Nine Months Ended September 30,
2010
Misgav, Israel and London, UK- 16 December 2010 - Medgenics
(AIM: MEDG and MEDU) announces its unaudited results for the nine
months ended 30 September 2010. Although the Company has not in the
past announced its quarterly results, the Company is making this
announcement because the Company is filing an amendment to its S-1
registration statement previously filed with the U.S. Securities
and Exchange Commission (the "SEC") which amendment includes these
quarterly results in response to comments received from the
SEC.
Financial Summary (unaudited)
-- The Company raised $4.0 million of gross proceeds from the
sale of convertible debentures and warrants to investors in a
private placement transaction.
-- The net loss after tax for the nine month period was $4.16
million ($3.77 million for the nine month period ended 30 September
2009), primarily as a result of the ongoing Phase I/II clinical
trial of EPODURE.
-- R&D costs net of participation for the nine month period
were $1.13 million ($1.33 million for the nine month period ended
30 September 2009). Gross R&D costs amounted to a total of
$2.38 million in the nine month period ($1.70 million for the nine
month period ended 30 September 2009). General and administrative
costs were $3.73 million ($1.73 million for the nine month period
ended 30 September 2009).
-- Cash, cash equivalents and short-term investments at 30
September 2010 were $4.78 million ($0.01 million at 30 September
2009).
-- The loss per share of common stock for the nine month period
was $0.03 (2009: $0.03).
-- Medgenics continues to seek further funding to complete its
EPODURE Phase I/II trial, prepare for and launch an INFRADURE Phase
I/II trial for the treatment of hepatitis-C, continue its
development of Biopump technology for the treatment of haemophilia
through its existing collaboration with international healthcare
company, Baxter Healthcare, and continue activities towards
additional development deals.
The Company's registration statement has not yet become
effective. The shares of common stock to be sold in the proposed
offering may not be sold, nor may any offers to buy be accepted,
prior to the time the registration statement becomes effective.
This release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. Sales of common stock under the registration
statement cannot occur until it is declared effective by the SEC.
There can be no assurance as to if and when the SEC will declare
the Company's registration statement effective.
For further information, contact:
Medgenics, Inc. Phone: +972 4 902 8900
Dr. Andrew L. Pearlman
------------------------------------------ ------------------------
Religare Capital Markets (Nominated Phone: +44 207 444 0800
Adviser)
James Pinner
Derek Crowhurst
------------------------------------------ ------------------------
SVS Securities plc (Joint Broker) Phone: +44 207 638 5600
Ian Callaway
------------------------------------------ ------------------------
Nomura Code Securities PLC (Joint Broker) Phone: +44 207 776 1219
------------------------------------------ ------------------------
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
September
December 31, 30, 2010
----------------
Note 2008 2009 (Unaudited)
----- ------- ------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 3 $1,043 $470 $ 4,778
Accounts receivable and prepaid
expenses 4 122 11 468
------- ------- ------------
Total current assets 1,165 481 5,246
------- ------- ------------
LONG-TERM ASSETS:
Restricted lease deposit and
prepaid
expenses 8(e) 45 39 40
Severance pay fund 171 261 276
------- ------- ------------
216 300 316
------- ------- ------------
PROPERTY AND EQUIPMENT, NET 5 400 303 237
------- ------- ------------
DEFERRED ISSUANCE EXPENSES - - 405
------- ------- ------------
Total assets $1,781 $1,084 $6,204
------- ------- ------------
September
December 31, 30, 2010
--------------------
Note 2008 2009 (Unaudited)
----- --------- --------- ------------
LIABILITIES AND STOCKHOLDERS'
DEFICIT
CURRENT LIABILITIES:
Short-term bank credit $53 $- $-
Trade payables 6 889 947 780
Advance payment 1(c) - 783 330
Other accounts payable and
accrued
Expenses 7 1,068 1,690 1,474
Convertible debentures 10 - - 5,251
Total current liabilities 2,010 3,420 7,835
LONG-TERM LIABILITIES:
Accrued severance pay 819 991 1,043
- 1,013 -
Convertible debentures 10 - - 1,137
Liability in respect of warrants 10
Total long-term liabilities 819 2,004 2,180
Total liabilities 2,829 5,424 10,015
COMMITMENTS AND CONTINGENCIES 8
STOCKHOLDERS' DEFICIT: 9
Common shares - $0.0001 par
value;
500,000,000 shares authorized;
106,728,195 shares, 122,174,027
shares
and 180,155,206 (unaudited)
shares issued and outstanding
at December 31, 2008 and
2009 and September 30, 2010,
respectively 10 11 17
Additional paid-in capital 29,109 30,384 35,087
Receipts on account of shares 150 25 -
Deficit accumulated during
the
development stage (30,317) (34,760) (38,915)
Total stockholders' deficit (1,048) (4,340) (3,811)
Total liabilities and
stockholders' deficit $1,781 $1,084 $6,204
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
Period from
January 27,
2000
Year ended December Nine months ended (inception)
31 September 30, through
------------------------ ------------------------
September
Note 2008 2009 2009 2010 30, 2010
---- ----------- ----------- -----------
(Unaudited) (Unaudited)
-----------
Research and
development
expenses $3,518 $2,267 $1,702 $2,377 $23,455
Less -
Participation
by the Office
of the Chief
Scientist 2(l) (1,336) (488) (376) (429) (4,157)
Participation
by third
party 1(c) - (90) - (817) (907)
----------- ----------- ----------- ----------- -----------
Research and
development
expenses, net 2,182 1,689 1,326 1,131 18,391
General and
administrative
expenses 2,819 2,534 1,726 3,727 20,796
Other income:
Excess amount
of
participation
in research
and
development
from third
party 1(c) - (327) - (2,026) (2,353)
----------- ----------- ----------- ----------- -----------
Operating loss (5,001) (3,896) (3,052) (2,832) (36,834)
Financial
expenses 12 153 553 730 1,382 3,014
Financial
income 12 (166) (10) (14) (59) (573)
----------- ----------- ----------- ----------- -----------
Loss before
taxes on
income (4,988) (4,439) (3,768) (4,155) (39,275)
Taxes on income 11 4 1 - - 71
----------- ----------- ----------- ----------- -----------
Loss $ (4,992) $(4,440) $ (3,768) $(4,155) $(39,346)
=========== =========== =========== =========== ===========
Dividend in
respect of
reduction in
exercise price
of certain
Warrants 7 3 3 -
----------- ----------- ----------- -----------
Loss
attributable
to Common
stockholders $ (4,999) $(4,443) $ (3,771) $(4,155)
=========== =========== =========== ===========
Basic and
diluted loss
per Common
share $(0.05) $ (0.04) $(0.03) $ (0.03)
=========== =========== =========== ===========
Weighted
average number
of Common
shares Used in
computing
basic and
diluted loss
per share 106,447,604 117,845,867 116,444,048 143,744,908
----------- ----------- ----------- -----------
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT)
U.S. dollars in thousands (except share data)
Receipts Deficit
on accumulated Total
Additional account during the stockholders'
paid-in of development equity
Common stock capital shares stage (deficit)
Shares Amount
------------ -------
Balance as of
December 31,
2008 106,728,195 10 29,109 150 (30,317) (1,048)
Exercise of
warrants in
January and
February
2009 11,025,832 1 388 (150) - 239
Stock based
compensation
related to
options
granted to
consultants
and
employees - - 520 - - 520
Issuance of
Common stock
in October
2009, net at
$0.10 per
Share 4,420,000 (*) 364 - - 364
Receipts on
account of
shares
related to
exercise of
warrants in
January
2010 - - - 25 - 25
Dividend in
respect of
reduction in
exercise
price of
certain
Warrants - - 3 - (3) -
Loss - - - - (4,440) (4,440)
------------ ------- ----------- --------- ------------ --------------
Balance as of
December 31,
2009 122,174,027 $11 $ 30,384 $25 $ (34,760) $ (4,340)
------------ ------- ----------- --------- ------------ --------------
(*) Represents an amount lower than $1
Receipts Deficit
on accumulated
Additional account during the Total
paid-in of development stockholders'
Common stock capital shares stage deficit
--------------------- ----------- --------- ------------ --------------
Shares Amount
------------ -------
Balance as of
December 31,
2009 122,174,027 $11 $ 30,384 $ 25 $ (34,760) $ (4,340)
Exercise of
warrants in
January and
May 2010 235,238 (*) 25 (25) - -
Stock based
compensation
related to
options and
warrants
granted to
consultants
and
employees - - 1,732 - - 1,732
Issuance of
Common stock
in February
2010 at
$0.125 per
share to
consultants 1,125,000 (*) 141 - - 141
Issuance of
Common stock
in March
2010, net at
$0.075 (GBP
0.05) per
share 14,273,000 1 942 - - 943
Issuance of
Common stock
in May 2010,
net at
$0.072 (GBP
0.05) per
share 16,727,698 2 1,113 - - 1,115
Issuance of
Common stock
in May 2010
at $0.098
(GBP 0.065)
per share 192,591 (*) 19 - - 19
Exercise of
options and
warrants in
September
2010 24,059,852 2 532 - - 534
Issuance of
Common stock
in August
and
September
2010 to
consultants 1,367,800 1 163 - - 164
Issuance of
warrants in
September
2010 to a
consultant - - 36 - - 36
Net loss - - - - (4,155) (4,155)
------------ ------- ----------- --------- ------------ --------------
Balance as of
September
30, 2010
(unaudited) 180,155,206 $17 $35,087 $- $ (38,915) $ (3,811)
------------ ------- ----------- --------- ------------ --------------
(*) Represents an amount lower than $1
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Period from
January 27,
2000
(inception)
through
Year ended December Nine months ended September
31 September 30, 30,
--------------------- -------------------
2008 2009 2009 2010 2010
---------- --------- --------- -------- -------------
(Unaudited) (Unaudited)
------------------- -------------
CASH FLOWS FROM
OPERATING
ACTIVITIES:
Loss $ (4,992) $ (4,440) $(3,768) $(4,155) $(39,346)
Adjustments to
reconcile loss
to net cash
used in
operating
activities:
Depreciation 97 119 92 90 955
Loss from
disposal of
property and
equipment - 3 3 1 17
Issuance of
shares as
consideration
for providing
security for
letter of
credit - - - - 4,933
Stock based
compensation
related to
options and
warrants
granted to
employees and
consultants 436 520 429 1,732 2,491
Interest and
amortization
of beneficial
conversion
feature of
Convertible
note - - - - 443
Change in fair
value of
convertible
debentures and
warrants - 443 642 1,263 1,993
Accrued
severance pay,
net 77 83 52 38 36
Exchange
differences on
a restricted
lease deposit - (2) (3) 2 5
Exchange
differences on
a long term
loan - - - - 328
Increase
(decrease) in
trade
payables 439 66 442 (167) 780
Decrease
(increase) in
accounts
receivable,
prepaid
expenses and
deferred
issuance
expenses 261 111 111 (790) (801)
Increase
(decrease) in
other accounts
payable,
accrued
expenses and
advance
payment 564 1,405 234 (290) 2,280
Net cash used
in operating
activities (3,118) (1,692) (1,766) (2,276) (25,886)
CASH FLOWS FROM
INVESTING
ACTIVITIES:
Proceeds from
disposal of
property and
equipment - - - - 173
Decrease
(increase) in
restricted
lease deposit
and prepaid
lease
payments (34) 8 8 (4) (41)
Purchase of
property and
equipment (372) (34) (32) (24) (1,693)
---------- --------- --------- -------- -------------
Net cash used
in investing
activities (406) (26) (24) (28) (1,561)
---------- --------- --------- -------- -------------
Period from
January 27,
Nine 2000
months (inception)
Year ended ended through
December September September
31 30, 30,
---------- ----------
2008 2009 2009 2010 2010
--------- ----- ---------- ------ -----------
(unaudited) (unaudited)
------------------ -----------
CASH FLOWS
FROM FINANCING
ACTIVITIES:
Proceeds from
issuance of
shares, net (310) 364 - 2,077 24,112
Proceeds from
exercise of
warrants,
net 150 264 239 534 948
Repayment of a
long-term
loan - - - - (73)
Proceeds from
long term
loan - - - - 70
Issuance of a
convertible
debenture and
warrants - 570 570 4,001 4,001
Increase
(Decrease) in
short-term
bank credit 43 (53) (53) - 3,167
--------- ----- ---------- ------ -----------
Net cash
provided by
(used in)
financing
activities (117) 1,145 756 6,612 32,225
--------- ----- ---------- ------ -----------
Increase
(Decrease) in
cash and cash
equivalents (3,641) (573) (1,034) 4,308 4,778
Balance of
cash and cash
equivalents
at the
beginning of
the period 4,684 1,043 1,043 470 -
--------- ----- ---------- ------ -----------
Balance of
cash and cash
equivalents
at the end of
the period $1,043 $470 $9 $4,778 $ 4,778
========= ===== ========== ====== ===========
Supplemental
disclosure of
cash flow
information:
Cash paid
during the
period for:
Interest $ 1 $ 36 $ 9 $ 94 $ 170
========= ===== ========== ====== ===========
Taxes $ 12 $ 13 $7 $ 15 $98
========= ===== ========== ====== ===========
Supplemental
disclosure of
non-cash flow
information:
Issuance
expenses paid
with shares - - - - $ 310
========= ===== ========== ====== ===========
Issuance of
Common stock
upon
conversion of
a convertible
Note - - - - $ 2,845
========= ===== ========== ====== ===========
Issuance of
Common stock
and warrants
to
consultants - - - $ 341 $ 438
========= ===== ========== ====== ===========
Purchase of
property and
equipment in
credit $8 - - - -
========= ===== ========== ====== ===========
Issuance of
Common shares
upon
conversion of
warrants - - $ 150 - -
========= ===== ========== ====== ===========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 1:- GENERAL
a. Medgenics, Inc. ("the Company") was incorporated in January
2000 in Delaware. The Company has a wholly-owned subsidiary,
Medgenics Medical Israel Ltd. (formerly Biogenics Ltd.) ("the
Subsidiary"), which was incorporated in Israel in March 2000. The
Company and its subsidiary are engaged in the research and
development of products in the field of biotechnology and
associated medical equipment and are thus considered development
stage companies as defined in Accounting Standards Codification
("ASC") topic number 915, "Development Stage Entities" ("ASC
915")(originally issued as "FAS 7").
On December 4, 2007 the Company's Common shares were admitted
for trading on the AIM market of the London Stock Exchange (see
note 9d (21)).
On November 8, 2010, the Company filed a registration statement
on Form S-1 with the U.S. Securities and Exchange Commission
("SEC") for the proposed initial public offering of its Common
stock in the U.S. The number of shares of Common stock to be
offered and the price range for the offering have not yet been
determined. This registration statement has not yet become
effective.
b. The Company and its subsidiary are in the development stage.
As reflected in the accompanying financial statements, the Company
incurred a loss during the year ended December 31, 2009 and for the
nine month period ended September 30, 2010 of $4,440 and $4,155,
respectively and had a shareholders' deficit of $ 4,340 and $3,811
as of December 31, 2009 and September 30, 2010, respectively. The
Company and its subsidiary have not yet generated revenues from
product sale. The Company has begun generating income from
partnering on development programs and expects to continue to
expand its partnering activity. Management's plans also include
seeking additional investments and commercial agreements to
continue the operations of the Company and its subsidiary. However,
there is no assurance that the Company will be successful in its
efforts to raise the necessary capital and/or reach such commercial
agreements to continue its planned research and development
activities. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments with respect to
the carrying amounts of assets and liabilities and their
classification that might result from the outcome of this
uncertainty.
c. On October 22, 2009 ("Effective Date") the Company signed a
preclinical development and option agreement which was amended in
December 2009 ("the Agreement"), with a major international
healthcare company ("the Healthcare company") that is a market
leader in the field of hemophilia. The Agreement includes funding
for preclinical development of the Company's Biopump protein
technology to produce and deliver the clotting protein Factor VIII
("FVIII") for the sustained treatment of hemophilia.
Under the terms of the Agreement, the Company is entitled to
receive up to $4,100 to work exclusively with the Healthcare
company for one year ended October 22, 2010 ("Standstill period")
to develop a Biopump to test the feasibility of continuous
production and delivery of this clotting protein.
The Company recognizes income in its Statements of Operations
based on hours incurred assigned to the project. The excess of the
recognized amount received from the Healthcare company over the
amount of research and development expenses incurred during the
period for that agreement, is recognized as other income within
operating income.
Funding for the Company's operations related to the development
is based on an agreed amount for each Full Time Equivalent ("FTE").
FTE was agreed to be measured, by the parties, as 162 development
hours. The amount to be paid for each FTE is not subject to actual
costs incurred by the Company.
An additional payment of $2,500 is payable upon the Healthcare
company's exercise of an option to extend the exclusivity through
an additional period to negotiate terms to commercialize the
Biopump technology for FVIII.
If the two parties choose not to proceed to a full commercial
agreement, the Company will receive all rights to the jointly
developed intellectual property and will pay royalties to the
Healthcare company at the rates between 5% and 10% of any future
income arising from such intellectual property up to a maximum of
ten times the total funds paid by the Healthcare company to the
Company.
The Company estimated the value of the option to negotiate a
future definitive agreement for the continuation of the development
or for a sale, license or other transfer of the FVIII Biopump
technology, at the transaction date as immaterial.
Through September 30, 2010, payments totaling $3,590 (unaudited)
were received from the Healthcare company.
Subsequent to the balance sheet date, on October 22, 2010, the
Agreement expired. The Company and the Healthcare company
subsequently agreed on a 6-month extension of the Agreement. During
the extension period, the Company will assume the funding
responsibilities and the Healthcare company will have the exclusive
option to negotiate a definitive agreement regarding a transaction
related to the Factor VIII Biopump technology taking into account
the relative contributions of the parties. Such option is
exercisable, at the sole discretion of the Healthcare company, any
time prior to the end of such 6-month period upon payment to the
Company of a $2,500 option fee.
d. During 2009 the Subsidiary received approval for an
additional Research and Development program from the Office of the
Chief Scientist in Israel ("OCS") for the period April 2009 through
December 2010.
The approval allows for a grant of up to approximately $1,300
based on research and development expenses, not funded by others,
of up to $2 100.
e. In November 2010, the Company was notified that it will
receive a cash grant of $244 under the U.S. government's Qualifying
Therapeutic Discovery Project (QTDP) to fund its Biopump research
and development programs. The QTDP program was created by Congress
as part of the Patient Protection and Affordable Care Act. The
funds are not conditional and immediately available. As such the
Company will record the full award in the fourth quarter of
2010.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements are prepared in accordance
with United States Generally Accepted Accounting Principles ("U.S.
GAAP").
a. Use of estimates
The preparation of financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions. The
Company's management believes that the estimates and assumptions
used are reasonable based upon information available at the time
they are made. These estimates and assumptions can affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
b. Financial statements in U.S. dollars
The majority of the Company and its subsidiary's operations are
currently conducted in Israel; however, it is anticipated that the
majority of the company's revenues will be generated outside Israel
and will be denominated in U.S. dollars ("dollars"), and financing
activities including loans, equity transactions and cash
investments, are made mainly in dollars. The Company's management
believes that the dollar is the primary currency of the economic
environment in which the Company and its subsidiary operate. Thus,
the functional and reporting currency of the Company and its
subsidiary is the dollar.
Accordingly, transactions and balances denominated in dollars
are presented at their original amounts. Non-dollar transactions
and balances have been re-measured to dollars, in accordance with
ASC 830, "Foreign Currency Matters" of the Financial Accounting
Standards Board ("FASB") (originally issued as FAS 52). All
exchange gains and losses from re-measurement of monetary balance
sheet items denominated in non-dollar currencies are reflected in
the statements of operations as financial income or expenses, as
appropriate.
c. Unaudited Interim financial information:
The consolidated balance sheet as of September 30, 2010 and the
related consolidated statements of operations and the statements of
cash flows for the nine months periods ended September 30, 2009 and
2010, and changes in stockholders' equity (deficit) for the nine
months ended September 30, 2010 are unaudited. This unaudited
information has been prepared by the Company on the same basis as
the audited annual consolidated financial statements and, in
management's opinion, reflects all adjustments necessary for a fair
presentation of the financial information, in accordance with
generally accepted accounting principles for interim financial
reporting for the period presented and accordingly they do not
include all of the information and footnotes required by generally
accepted accounting principles for audited financial statements.
Results for interim periods are not necessarily indicative of the
results to be expected for the entire year.
d. Principles of consolidation
The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiary. Intercompany
transactions and balances have been eliminated upon
consolidation.
e. Cash equivalents
The Company and its subsidiary consider all highly liquid
investments originally purchased with maturities of three months or
less to be cash equivalents.
f. Property and equipment
Property and equipment are stated at cost net of accumulated
depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets.
The annual rates of depreciation are as follows:
%
---------------------------
Furniture and office equipment 6 - 15 (mainly 15)
Computers and peripheral equipment 33
Laboratory equipment 15 - (mainly 15)
33
Leasehold improvements The shorter of term of
the lease or the useful
life of the asset
g. Impairment of long-lived assets
Long-lived assets are reviewed for impairment in accordance with
ASC 360, "Property, Plant, and Equipment" ("ASC 360") (originally
issued as FAS 144), whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable. Recoverability of an asset to be held and used is
measured by a comparison of the carrying amount of the asset to the
future undiscounted cash flows expected to be generated by the
asset. If such an asset is considered to be impaired, the
impairment to be recognized is measured by the amount by which the
carrying amount of the asset exceeds the fair value of the asset.
During the years ended December 31, 2008 and 2009, no impairment
losses have been identified.
h. Severance pay
The Subsidiary's liability for severance pay is calculated
pursuant to the Israeli severance pay law based on the most recent
salary for the employees multiplied by the number of years of
employment, as of the balance sheet date. Employees are entitled to
one month salary for each year of employment or a portion thereof.
In addition, several employees are entitled to additional severance
compensation as per their employment agreement. The Subsidiary's
liability for all of its employees is fully provided by an accrual
and is mainly funded by monthly deposits with insurance policies.
The value of these policies is recorded as an asset in the
Company's balance sheet.
The deposited funds may be withdrawn only upon the fulfillment
of the obligation pursuant to Israeli severance pay law or labor
agreements. The value of the deposited funds is based on the cash
surrender value of these policies and includes profits or losses as
appropriate.
As part of employment agreements, the Company and certain of its
employees agreed to the terms set forth in Section 14 of the
Israeli Severance Pay Law, according to which amounts deposited in
severance pay funds by the Company's subsidiary shall be the only
severance payments released to the employee upon termination of
employment, voluntarily or involuntarily. Accordingly, no
additional severance pay accrual is provided in the Company's
financial statements in connection with the severance liability of
these employees.
Severance expenses for the years ended December 31, 2008 and
2009 and for the period from March 27, 2000 (inception) through
September 30, 2010 (unaudited), amounted to $155, $172 and $439,
respectively.
i. Income taxes
The Company accounts for income taxes in accordance with ASC
740, "Income Taxes" ("ASC 740") (originally issued as FAS 109). ASC
740 prescribes the use of the liability method whereby deferred tax
assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in
effect when the differences are expected to reverse. The Company
provides a valuation allowance, if necessary, to reduce deferred
tax assets to their estimated realizable value. As of December 31,
2009 a full valuation allowance was provided by the Company.
The Company also accounts for income taxes in accordance with
ASC 740-10 "Accounting for Uncertainty in Income Taxes" ("ASC
740-10") (originally issued as FIN 48). ASC 740-10 contains a
two-step approach for recognizing and measuring uncertain tax
positions accounted for in accordance with ASC 740. The first step
is to evaluate the tax position taken or expected to be taken in a
tax return by determining if the weight of available evidence
indicates that it is more likely than not that, on an evaluation of
the technical merits, the tax position will be sustained on audit,
including resolution of any related appeals or litigation
processes. The second step is to measure the tax benefit as the
largest amount that is more than 50% likely to be realized upon
ultimate settlement. No liability has been recorded as a result of
the adoption of ASC 740-10 in 2007.
j. Accounting for stock based compensation
On January 1, 2006, the Company adopted ASC 718,
"Compensation-Stock Compensation" ("ASC 718") (originally issued as
FAS 123(R)) which requires the measurement and recognition of
compensation expense based on estimated fair values for all
share-based payment awards made to employees and directors.
ASC 718 requires companies to estimate the fair value of
equity-based payment awards on the date of grant using an
option-pricing model. The value of the portion of the award that is
ultimately expected to vest is recognized as an expense over the
requisite service periods in the Company's consolidated statement
of operations. Prior to the adoption of ASC 718, the Company
accounted for equity-based awards to employees and directors using
the intrinsic value method in accordance with APB 25.
The Company adopted ASC 718 using the modified prospective
transition method, which requires the application of the accounting
standard starting from January 1, 2006, the first day of the
Company's fiscal year 2006. Under that transition method,
compensation cost recognized in the years ended December 31, 2008
and 2009 includes compensation cost for all share-based payments
granted subsequent to January 1, 2006, based on the grant-date fair
value estimated in accordance with the provisions of ASC 718.
Results for prior periods have not been restated.
The Company recognized compensation expenses for awards granted
subsequent to January 1, 2006 based on the straight line method
over the requisite service period of each of the grants, net of
estimated forfeitures. The Company estimated the fair value of
stock options granted to employees and directors using the Binomial
option pricing model.
During 2009, no options were granted to employees or directors
of the Company. In 2008 and 2010, the Company estimated the fair
value of stock options granted to employees and directors using the
Binominal options pricing model with the following assumptions:
2008 2010
-------- ------
Dividend yield 0% 0%
Expected volatility 78% 66%
Risk-free interest
rate 3.5% 2.9%
Suboptimal exercise
factor 2.2-2.4 1.5-2
Contractual life
(years) 5 10
The Company uses historical data of traded companies to estimate
pre and post vesting exit rate within the valuation model; separate
groups of employees that have similar historical exercise behavior
are considered separately for valuation purposes.
The suboptimal exercise factor represents the value of the
underlying stock as a multiple of the exercise price of the option
which, if achieved, results in exercise of the option.
The risk-free interest rate assumption is based on observed
interest rates appropriate for the term of the Company's employee
stock options.
The Company has historically not paid dividends and has no
foreseeable plans to pay dividends.
The Company applies ASC 718 and ASC 505-50, "Equity-Based
Payments to Non-Employees" ("ASC 505-50") (originally issued as
EITF 96-18), with respect to options issued to non-employees. ASC
718 requires the use of option valuation models to measure the fair
value of the options. The fair value of these options was estimated
at grant date and at the end of each reporting period, using the
Binomial option pricing model with the following assumptions:
Nine months
ended September
2008 2009 30, 2010
-------- -------- -----------------
Dividend yield 0% 0% 0%
Expected volatility 73% 98% 85%
Risk-free interest
rate 1.7% 1.5% 1.2%
Contractual 2.3-4.8 1.3-4.9 2.1-10.0
life (years)
k. Loss per share
Basic loss per share is computed based on the weighted average
number of Common shares outstanding during each year. Diluted loss
per share is computed based on the weighted average number of
Common shares outstanding during each year, plus the dilutive
effect of options considered to be outstanding during each year, in
accordance with ASC 260, "Earnings Per Share" ("ASC 260")
(originally issued as FAS 128).
In 2008 and 2009, all outstanding stock options and warrants
have been excluded from the calculation of the diluted loss per
Common share because all such securities were anti-dilutive for the
periods presented.
l. Research and development expenses
All research and development expenses, net of grants from the
OCS, are charged to the Statements of Operations as incurred.
m. Grants and participation
Royalty-bearing grants from the OCS for funding approved
research and development projects are recognized at the time the
Subsidiary is entitled to such grants, on the basis of the costs
incurred and are presented as a deduction from research and
development expenses.
Participation from third parties in the Company's research and
development operations relating to the FVIII Biopump is recognized
at the time the Company is entitled to such participation from the
third parties, and is presented as a deduction from the Company's
research and development expenses.
The Company recognizes income in its statements of operation as
follows:
-- Standstill Payment and Development - in accordance with ASC
605-35 based on hours incurred assigned to the project. The excess
of the recognized amount received from the Healthcare company over
the amount of research and development expenses incurred during the
period is recognized as other income within operating income.
-- Milestones - upon the achievement of the specific
milestone.
-- Grants from the U.S. government's QTDP for funding approved
research and development projects are recognized at the time the
Company is entitled to such grants, on the basis of the costs
incurred and are presented as a deduction from research and
development expenses.
n. Concentrations of credit risks
Financial instruments that potentially subject the Company and
its subsidiary to concentrations of credit risk consist principally
of cash and cash equivalents.
Cash and cash equivalents are invested in major banks in Israel,
the United Kingdom and the United States. Such deposits in the
United States may be in excess of insured limits and are not
insured in other jurisdictions. Management believes that the
financial institutions that hold the Company's and its subsidiary's
investments are institution with high credit standing and
accordingly, minimal credit risk exists with respect to these
investments.
The Company has no off-balance-sheet concentrations of credit
risk such as foreign exchange contracts, option contracts or other
foreign hedging arrangements.
o. Fair value of financial instruments
The carrying amount of cash and cash equivalents, accounts
receivable, short term bank credit, accounts payable and accrued
liabilities are generally considered to be representative of their
respective fair values because of the short-term nature of those
instruments. The convertible debentures are presented at fair
value.
Effective January 1, 2008, the Company adopted ASC 820, "Fair
Value Measurements and disclosures" ("ASC 820") (originally issued
as FAS 157) and effective October 10, 2008, adopted FSP 157-3,
"Determining the Fair Value of a Financial Asset When the Market
for That Asset Is Not Active". ASC 820 clarifies that fair value is
an exit price, representing the amount that would be received to
sell an asset or paid to transfer a liability in an orderly
transaction between market participants.
As such, fair value is a market-based measurement that should be
determined based on assumptions that market participants would use
in pricing an asset or a liability. As a basis for considering such
assumptions, ASC 820 establishes a three-tier value hierarchy,
which prioritizes the inputs used in the valuation methodologies in
measuring fair value:
Level 1 Inputs - Quoted prices for identical instruments in active
markets.
Level 2 Inputs - Quoted prices for similar instruments in active markets;
quoted prices for identical or similar instruments in
markets that are not active; and model-derived
valuations in which all significant inputs and
significant value drivers are observable.
Level 3 Inputs - Valuation derived from valuation techniques in which
one or more significant inputs or significant value
drivers are unobservable.
The financial instruments carried at fair value on the Company's
balance sheet as of December 31, 2009 and September 30, 2010 are
convertible debentures, warrants and cash equivalents. Currently,
the convertible debentures are valued using level 3 inputs. The
fair value of these convertible debentures was estimated at the
measurement date at December 31, 2009 and September 30, 2010 using
the Binomial pricing model with the following assumptions:
December 31, September 30,
2009 2010
------------- --------------
Dividend yield 0% 0%
Expected volatility 115% 55%-77%
Risk-free interest
rate 0.78% 0.22%-1.6%
Contractual life
(in years) 1.46 0.71-5
p. Impact of recently issued Accounting Standards
1. In October 2009, the FASB issued ASU 2009-13, "Revenue
Recognition (ASC Topic 605)-Multiple-Deliverable Revenue
Arrangements" ("ASU 2009-13"). ASU 2009-13 amends the criteria in
ASC Subtopic 605-25, "Revenue Recognition-Multiple-Element
Arrangements", for separating consideration in multiple-deliverable
arrangements. This update addresses the accounting for
multiple-deliverable arrangements to enable vendors to account for
products or services (deliverables) separately rather than as a
combined unit. ASU 2009-13 modifies the requirements for
determining whether a deliverable can be treated as a separate unit
of accounting by removing the criteria that verifiable and
objective evidence of fair value exists for the undelivered
elements. This guidance eliminates the residual method of
allocation and requires that arrangement consideration be allocated
at the inception of the arrangement to all
deliverables using the relative selling price method. This
guidance establishes a selling price hierarchy for determining the
selling price of a deliverable, which is based on: a)
vendor-specific objective evidence; b) third-party evidence; or c)
estimates. In addition, this guidance significantly expands
required disclosures related to a vendor's multiple-deliverable
revenue arrangements. ASU 2009-13 is effective prospectively for
revenue arrangements entered into or materially modified in fiscal
years beginning on or after June 15, 2010, with early adoption
permitted. The Company has chosen not to early adopt ASU
2009-13.
2. In May 2009, the FASB issued ASC 855 "Subsequent Events"
("ASC 855") (originally issued as FAS 165).
ASC 855 establishes general standards of accounting for, and
disclosure of, events that occur after the balance sheet date but
before financial statements are issued or are available to be
issued. In particular, this statement sets forth: (1) the period
after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements,
(2) the circumstances under which an entity should recognize events
or transactions occurring after the balance sheet date in its
financial statements and (3) the disclosures that an entity should
make about events or transactions that occurred after the balance
sheet date. ASC 855 is effective for the interim or annual
financial periods ending after June 15, 2009.
The adoption of this standard did not have any impact on the
consolidated results of operations or financial position of the
Company.
1. In June 2009, FASB issued ASC Topic No. 105, "Generally
Accepted Accounting Principles" ("the Codification"). The
Codification was effective for interim and annual periods ended
after September 15, 2009 and became the single official source of
authoritative, nongovernmental U.S. GAAP, other than guidance
issued by the Securities and Exchange Commission. All other
literature is non-authoritative. The adoption of the Codification
did not have a material impact on the Company's consolidated
financial statements and notes thereto. The Company has
appropriately updated its disclosures with the appropriate
Codification references for the year ended December 31, 2009. As
such, all the notes to the consolidated financial statements have
been updated with the appropriate Codification references.
2. In March 2010, the FASB issued an update to ASC 605 (ASU No.
2010-17, "Revenue Recognition - Milestone Method", originally
issued as EITF 08-9). The update provides that the milestone method
is a valid application of the proportional performance model for
revenue recognition for research and development transactions if
the milestones are substantive and there is substantive uncertainty
about whether the milestones will be achieved. Determining whether
a milestone is substantive requires judgment that should be made at
the inception of the arrangement. To meet the definition of a
substantive milestone, the consideration earned by achieving the
milestone (1) would have to be commensurate with either the level
of effort required to achieve the milestone or the enhancement in
the value of the item delivered, (2) would have to relate solely to
past performance, and (3) should be reasonable relative to all
deliverables and payment terms in the arrangement. No bifurcation
of an individual milestone is allowed and there can be more than
one milestone in an arrangement. The new guidance is effective
prospectively for interim and annual periods beginning on or after
June 15, 2010. Early adoption is permitted. While the Company is
still analyzing the potential impact of this guidance, the Company
believes that its current practices are consistent with the
guidance and accordingly, does not expect the adoption of this
guidance will have a material impact on the financial
statements.
NOTE 3:- CASH AND CASH EQUIVALENTS
December 31, September
---------------
2008 2009 30, 2010
-------- ----- ------------
(unaudited)
------------
In Dollars $ 259 $452 $ 4,775
In NIS 784 18 3
$ 1,043 $470 $ 4,778
NOTE 4:- ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
December 31, September
---------------
2008 2009 30, 2010
------- ------ ------------
(unaudited)
------------
Grant receivable $ 75 $ - $230
Government authorities 31 5 24
Prepaid expenses and other 16 6 214
------- ------ ------------
$122 $ 11 $468
------- ------ ------------
NOTE 5:- PROPERTY AND EQUIPMENT, NET
Composition of property and equipment is as follows:
December 31, September
--------------- ------------
2008 2009 30, 2010
-------- ------------
(unaudited)
------------
Cost:
Furniture and office equipment $ 95 $ 97 $98
Computers and peripheral equipment 42 34 39
Laboratory equipment 214 242 256
Leasehold improvements 170 170 171
-------- ----- ------------
Total cost 521 543 564
-------- ----- ------------
Total accumulated depreciation 121 240 327
-------- ----- ------------
Depreciated cost $ 400 $303 $ 237
-------- ----- ------------
Depreciation expense for the years ended December 31, 2008 and
2009 and for the period from January 27, 2000 (inception) through
September 30, 2010 (unaudited) amounted to $97, $119 and $327,
respectively.
NOTE 6:- TRADE PAYABLES
December 31, September
---------------
2008 2009 30, 2010
------ ------- ------------
(unaudited)
------------
Open accounts $830 $ 947 $ 780
Notes payable 59 - -
------ ------- ------------
$889 $ 947 $ 780
------ ------- ------------
NOTE 7:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
December 31, September
------------------
2008 2009 30, 2010
-------- -------- ------------
(unaudited)
------------
Employees and payroll accruals $642 $ 783 $624
Governmental authorities - 97 -
Interest payable on debentures - 33 18
Accrued expenses and others 426 777 832
-------- -------- ------------
$ 1,068 $ 1,690 $1,474
-------- -------- ------------
NOTE 8:- COMMITMENTS AND CONTINGENCIES
a. License agreements
1. On November 23, 2005 the Company signed a new agreement with
Yissum Research and Development Company of the Hebrew University of
Jerusalem ("Yissum"). According to the agreement, Yissum granted
the Company a license of certain patents for commercial
development, production, sub-license and marketing of products to
be based on its know-how and research results. In consideration,
the Company agreed to pay Yissum the following amounts:
(a) Three fixed installments measured by reference to investment
made in the Company, as follows:
I. 1st installment - $50 shall be paid when the cumulative
investments in the Company by any third party or parties, from May
23, 2005, amount to at least $3,000.
II. 2nd installment - Additional $150 shall be paid when the
cumulative investments in the Company by any third party or
parties, from May 23, 2005, amount to at least $12,000.
III. 3rd installment - Additional $200 shall be paid when the
cumulative investments in the Company by any third party or
parties, from May 23, 2005, amount to at least $18,000.
The 1st installment of $50 to Yissum was paid on June 5, 2007.
As of December 31, 2009 the Company has a full accrual for the 2nd
installment of $150 which was paid in the second quarter of 2010.
Payments to Yissum are recorded as research and development
expenses.
(b) Royalties at a rate of 5% of net sales of the product.
(c) Sub-license fees at a rate of 9% of sublicense
considerations.
The total aggregate payment of royalties and Sub-license fees by
the Company to Yissum shall not exceed $10,000.
2. Pursuant to an agreement dated January 25, 2007 between
Baylor College of Medicine ("BCM") and the Company, BCM granted the
Company a non-exclusive worldwide license of a certain technology
("the Subject Technology").
The license gives the Company a non-exclusive right to use,
market, sell, lease and import the Subject Technology by way of any
product process or service that incorporates, utilizes or is made
with the use of the Subject Technology.
In consideration the Company agreed to pay the following
amounts:
i a one time, non-refundable license fee of $25 which was paid
in 2007;
ii an annual non-refundable maintenance fee of $20;
iii a one-time milestone payment of $75 upon FDA clearance or
equivalent of clearance for therapeutic use. As of the balance
sheet date, the Company did not achieve FDA clearance; and
iv an installment of $25 upon executing any sub-licenses that
the Company executes in respect of the Subject Technology.
All payments to BCM are recorded as research and development
expenses. The license agreement shall expire (unless terminated
earlier for default or by the Company at its discretion) on the
first day following the tenth anniversary of the first commercial
sale of licensed products by the Company, following which the
Company shall have a perpetual, royalty free license to the Subject
Technology.
b. Letter of credit
Under the terms of an irrevocable Letter of Credit issued on
November 26 2007 an amount of up to $500 was available (subject to
certain conditions) for drawdown at any time during an 18- month
period which expired on May 28, 2009. The Letter of Credit facility
was provided by the Canadian Imperial Bank of Commerce and was
procured by CIBC Trust Company (Bahamas) Limited (the "Trust"), one
of the Company's shareholders, for the benefit of the Company. One
of the beneficiaries of the Trust is a director of the Company.
In consideration of the Trust arranging the issue of the Letter
of Credit, the Company paid as follows: (i) $12.5 in cash in 2007
and (ii) issuance of 76,389 Common shares with a market value of
$16. At the 12 month anniversary of the date of issue, the Company
should have paid to the Trust an additional fee of $6. This amount
was paid in July 2010.
c. Chief Scientist
Under agreements with the Office of the Chief Scientist in
Israel regarding research and development projects, the Subsidiary
is committed to pay royalties to the Office of the Chief Scientist
at rates between 3.5% and 5% of the income resulting from this
research and development, at an amount not to exceed the amount of
the grants received by the Subsidiary as participation in the
research and development program, plus interest at LIBOR. The
obligation to pay these royalties is contingent on actual income
and in the absence of such income no payment is required. As of
December 31, 2009, the aggregate contingent liability amounted to
approximately $3.7 million.
d. Clinical trials
On July 30, 2008 approval was received from the Israel Ministry
of Health to conduct a Phase I/II safety and efficacy trial of the
EPODURE Biopump for providing sustained treatment of anemia in
patients with chronic kidney disease. The Subsidiary had agreements
with physicians, consultants and Hadasit Medical Research and
Development Ltd. ("Hadasit") to operate the trial. The major
agreements were entered into in April 2008, with Hadasit to conduct
the clinical trial at Hadassah Medical Center ("Hadassah"). The
Subsidiary paid Hadasit approximately $8.4 per month through
September 2009 to conduct the trial in addition to an estimated
cost of $9 per patient in the trial. The Subsidiary also used the
lab facilities at a cost of approximately $33 per month through
March 2009.
On April 15, 2010, approval was received from the Israel
Ministry of Health to continue the clinical trial at Tel Aviv
Medical Center. The Subsidiary resumed the use of the lab
facilities at Hadassah on May 1, 2010 at the same cost.
e. Lease Agreement
1. The facilities of the Subsidiary are rented under operating
lease agreement for a three year period ending December 2010 with
an option to renew the lease for an additional 12 month period.
Future minimum lease commitment under the existing non-cancelable
operating lease agreement for 2010 is approximately $54.
As of December 31, 2009 the Subsidiary pledged a bank deposit
which is used as a bank guarantee at an amount of $24 to secure its
payments under the lease agreement.
2. The Subsidiary leases vehicles under standard commercial
operating leases. Future minimum lease commitments under various
non-cancelable operating lease agreements in respect of motor
vehicles are as follows:
Year
2010 $44
2011 25
2012 4
----
$73
----
The Subsidiary paid the last three months lease installments in
advance which amounted to $11.
NOTE 9:- STOCKHOLDERS' EQUITY
a. Composition:
December 31, December 31,
-------------------------- --------------------------
2008 2009 2008 2009
------------ ------------
Authorized Issued and Outstanding
Number of shares
------------------------------------------------------
Shares of $0.0001
par value:
Common stock 500,000,000 500,000,000 106,728,195 122,174,027
------------ ------------ ------------ ------------
b. Common stock
The Common stock confers upon the holders the right to receive
notice to participate and vote in general and special meetings of
the stockholders of the Company and the right to receive dividends,
if declared.
c. Recapitalization of equity capital
According to a recapitalization agreement signed on March 30,
2006 with the requisite number of the Company's stockholders and
Note providers, the convertible note and the outstanding Old Common
shares, Series A Preferred shares and Series B Preferred shares
were converted into Common shares. The conversion rates were as
follows:
1. A total of 11,982,914 Common shares were issued to the
holders of the convertible Note upon conversion of the Note.
2. One Common stock was issued for 10,578.95 Old Common
shares.
3. One Common stock was issued for 404.51 Series A Preferred
shares.
4. One Common stock was issued for 345.69 Series B Preferred
shares.
As a result of the recapitalization of the equity, the Company
issued a total of 9,885,842 Common shares.
Pursuant to ASC 260-10 "Earnings Per Share" (originally issued
as EITF D-42), the Company added the excess of the fair value of
the Common stock that would have been issued pursuant to the
original conversion terms of the Preferred stock over the fair
value of the Common stock issued to the holders of the Preferred
stock in the recapitalization in the amount of $437,197 to deficit
accumulated during the development stage with a corresponding
reduction in share capital and additional paid in capital.
d. Issuance of shares and warrants to investors
1. Pursuant to the warrant repricing program mentioned above,
during January and February 2009, 11,025,832 warrants were
exercised into 11 025,832 Common shares in consideration of a
reduced price of $ 406 and the issuance of 1,218,144 new warrants
as a bonus. The issuance costs were $17. The bonus warrants were
exercisable immediately for a period of three years from the
issuance date at an exercise price of $0.25 per share. The
consideration was paid partly in the year ended December 31, 2008
($150) and the balance was paid in 2009. According to ASC 815 the
benefit provided to the warrant holders from the reduction of the
exercise price and the bonus warrants in the amount of $7 and $3 as
of December 31, 2008 and December 31, 2009, respectively, was
recorded as a dividend to the warrant holders.
2. On October 6, 2009, the Company issued a total of 4,420,000
Common shares in consideration of GBP 265,200 ($423). The issuance
costs were $59.
e. Stock options and warrants to employees and directors
1. No options or warrants were granted to employees or directors
during the year ended December 31, 2009.
2. A summary of the Company's activity for options and warrants
granted to employees and directors is as follows:
Weighted
Number Weighted average
of average remaining Aggregate
options exercise contractual intrinsic
and warrants price terms (years) value price
-------------- ---------- --------------- -------------
Exercisable at
December 31,
2008 63,951,473 0.06 2.36 $779
============== ========== =============== =============
Forfeited (2,595,501) 0.109
-------------- ----------
Outstanding at
December
31,2009 83,257,908 $ 0.081 1.56 $4,343
============== ========== =============== =============
Vested and
expected to vest
at December 31,
2009 82,456,683 $0.080 1.55 $4,333
============== ========== =============== =============
Exercisable at
December 31,
2009 74,023,902 $0.071 1.45 $4,224
============== ========== =============== =============
Outstanding at
September 30,
2010
(unaudited) 70,504,591 $ 0.114 4.59 $3,212
============== ========== =============== =============
Vested and
expected to vest
at September 30,
2010
(unaudited) 69,807,741 $0.113 4.58 $3,211
============== ========== =============== =============
Exercisable at
September 30,
2010
(unaudited) 56,567,597 $0.087 4.14 $3,198
-------------- ---------- --------------- -------------
As of December 31, 2009, there was $435 of total unrecognized
compensation cost related to non-vested share-based compensation
arrangements granted to employees. That cost is expected to be
recognized over a weighted-average period of 0.8 years.
The aggregate intrinsic value represents the total intrinsic
value (the difference between the Company's Common stock fair value
as of December 31, 2009 and September 30, 2010 and the exercise
price, multiplied by the number of in-the-money options) that would
have been received by the option holders had all option holders
exercised their options on December 31, 2009 and September 30,
2010.
Calculation of aggregate intrinsic value is based on the share
price of the Company's Common shares as of December 31, 2009
($0.1234 / 0.075 GBP per share) and September 30, 2010 ($0.1365
/0.086 GBP, per share - Unaudited).
f. Warrants and options to-non-employees
1. On December 7, 2009, the Company granted to a consultant
677,397 options exercisable at a price of $0.12 per share and has
contractual life of 5 years. The options vest in three equal annual
tranches of 225 799. The options were granted under the stock
option plan terms. The fair value of these options at the grant
date was $0.08768 per warrant. The fair value was estimated using
Binomial model with the following weighted-average
assumptions: expected stock price volatility range of 74.9%,
risk-free interest rate of 2.4%, expected dividend yield of 0% and
a contractual life of the options of five years.
2. A summary of the Company's stock option activity for warrants
and options granted to consultants under the stock option plan is
as follows:
Weighted
average
Number Weighted remaining Aggregate
of average contractual intrinsic
Warrants exercise terms value
and options price ( years) price
------------- ---------- ------------- -----------
Outstanding at
December 31, 2008 19,795,892 $ 0.115 3.11 $ 65
============= ========== ============= ===========
Exercisable at
December 31, 2008 16,555,869 $ 0.138 3.72 $ 65
============= ========== ============= ===========
Outstanding at January
1, 2009 19,795,892 $ 0.115
Granted 677,397 0.12
------------- ----------
Outstanding at
December 31, 2009 20,473,288 $ 0.116 2.21 $607
============= ========== ============= ===========
Exercisable at
December 31, 2009 18,389,794 $ 0.114 2.09 $580
============= ========== ============= ===========
Outstanding at
September 30, 2010
(unaudited) 19,540,233 $ 0.145 2.61 $558
============= ========== ============= ===========
Exercisable at
September 30, 2010
(unaudited) 16,496,468 $ 0.132 1.97 $546
------------- ---------- ------------- -----------
The weighted-average grant-date fair value of warrants and
options granted to consultants during the year ended December 31,
2008 and 2009 was $0.01 and $0.09, respectively. As of December 31,
2009, there was $65 of total unrecognized compensation cost related
to non-vested share-based compensation arrangements granted to
consultants under the Company's stock option plan. That cost is
expected to be recognized over a weighted-average period of 1.2
years.
Calculation of aggregate intrinsic value is based on the share
price of the Company's Common shares as of December 31, 2009
($0.1234 / 0.075 GBP per share) and September 30, 2010 ($0.1365
/0.086 GBP, per share - Unaudited).
g. Compensation expenses
Compensation expense related to warrants and options granted to
employees, directors and consultants was recorded in the statement
of operations in the following line items:
Year ended December Nine months ended
31, September 30,
---------------------- ------------------ -------
2008 2009 2009 2010
---------- ----------
(Unaudited)
---------------------------
Research and
development
expenses (income) $68 $192 $182 $154
General and
administrative
expenses (income) 368 328 247 1,579
---------- ---------- ------------------ -------
$436 $520 $429 $1,733
---------- ---------- ------------------ -------
h. Events Subsequent to December 31, 2009 (unaudited)
1. In February 2010, the Company issued 1,125,000 Common shares
as settlement of debt for services rendered to the Company by a
consultant in 2009. Total compensation, measured as the grant date
fair market value of the stock, amounted to $141 and was recorded
as an operating expense in the statement of operations in 2009.
2. In a series of closings from March through June 2010, the
Company issued a total of 14,465,591 Common shares consisting of
14,273,000 Common shares issued in March 2010 in consideration of
GBP 713,650 ($1 078) with issuance costs of $135 and 192,591 Common
shares issued to directors of the Company in May 2010 in
consideration of GBP 12,518 ($19).
3. In May 2010, the Company issued 16,727,698 Common shares in
consideration of $1,202. The issuance costs amounted to $87.
4. In September 2010 the expiry date of certain warrants and
options held by the Company's Chief Executive Officer, was extended
from March 31, 2011 to March 31, 2016, consisting of (i) warrants
to purchase 31 681,652 Common shares at an exercise price of $0.071
per share, (ii) warrants to purchase 1,257,285 Common shares at an
exercise price of $0.001 per share, and (iii) options to purchase
6,398,216 Common shares at an exercise price of $0.071 per share.
All of the other terms of these warrants and options remain the
same.
The Company accounted for the exchange of warrants and options
under the provisions of ASC 718 (Formerly SFAS 123(R)) as a
modification. A modification to the terms of an award should be
treated as an exchange of the original award for a new award with
total compensation cost equal to the grant-date fair value of the
original award plus the incremental value measured at the same
date. Under ASC 718, the calculation of the incremental value is
based on the excess of the fair value of the (modified) award based
on current circumstances over the fair value of the original option
measured immediately before its terms are modified based on current
circumstances. That is, the original (pre-modification) award will
be valued based on current assumptions, without regard to the
assumptions made on the grant date. As a result of the
modification, the Company recorded incremental compensation cost of
$1,426 on the modification date. The fair value was estimated using
Binomial model with the following weighted-average assumptions:
expected stock price volatility range of 54%-77%, risk-free
interest rate of 0.3%-1.7%, expected dividend yield of 0%,
suboptimal exercise factor of 2 and a contractual life of the
warrants and the options as defined prior the modification and
subsequently.
5. In September 2010, the Company granted options to purchase
1,000,000 Common shares under 2006 Stock Incentive Plan at an
exercise price of $0.234 per share to each of four of the Company's
non-executive directors. Such options have a 10-year term and vest
in equal installments over three years. The Company also granted
options to purchase 450,000 Common shares at an exercise price of
$0.234 per share to a director who joined the Board in August 2010.
Such options have a 10-year term and vest in equal installments
over three years.
The fair value of these options at the grant date was $0.058 per
option.
6. In September 2010, the Company granted options to purchase
667,397 Common shares under 2006 Stock Incentive Plan at an
exercise price of $0.234 per share to two new members of the
Company's Strategic Advisory Board. Such options have a 10 year
term and vest in equal installments over three years.
The fair value of these options at the grant date was $0.086 per
option.
7. In September 2010, the Company granted a warrant to purchase
397,949 Common shares at an exercise price of $0.091 per share to a
consultant. Such warrant has a 5-year term and is immediately
exercisable.
The fair value of the warrant at the grant date was $0.091 per
warrant.
8. In September 2010, a Director of the Company exercised
warrants to purchase 1,000,000 Common shares at an exercise price
of US $0.071 per share ($71 aggregate exercise price) and used the
cashless exercise mechanism to exercise warrants to purchase an
additional 2,000,156 shares. Using this cashless exercise method,
the Director was issued 1 392,528 shares and, together with the
warrants exercised for cash, he was issued a total of 2,392,528
Common shares.
9. In September 2010 a Director of the Company exercised
warrants to purchase 1,069,575 Common shares and options to
purchase 1,599,549 Common shares, each having an exercise price of
US $0.071 per share using the cashless exercise mechanism. The
Director was issued 744,649 shares as a result of the warrant
exercise and 1,113,622 shares as a result of the option exercise,
or 1,858,271 Common shares in total.
10. In September 2010 a Director of the Company exercised
options to purchase 1,599,549 Common shares at an exercise price of
$0.071 per share, or an aggregate exercise price of $114.
11. In September 2010 several investors exercised warrants to
purchase 14,080,734 Common shares at an exercise price of $0.0005
per share, or an aggregate exercise price of $7, exercised warrants
to purchase 1,069 575 shares at an exercise price of $0.117 per
share, or an aggregate exercise price of $125, exercised warrants
to purchase 3 Common shares at an exercise price of $0.25 per
share, or an aggregate exercise price less than $1, and exercised
warrants to purchase 3,059,192 Common shares at an exercise price
of $0.071 per share, or an aggregate exercise price of $218.
12. In August and September 2010, the Company issued 1,367,800
Common shares in settlement of advisers' fees in relation to the
Company's ongoing fundraising endeavors and consultancy advice to
the Company's Board's Compensation Committee. Total compensation,
measured as the grant date fair market value of the stock, amounted
to $164.
13. In September 2010, the Company issued warrants to purchase
1,612,500 Common shares in settlement of fees in relation to the
Convertible Debentures raised in September 2010 (see note
10(b)).
14. In October 2010, an investor exercised options to purchase
570,440 Common shares at an exercise price of $0.046 per share
using the cashless exercise mechanism. Based on the same cashless
exercise pricing mechanism described in (8) above, the investor was
issued 431,232 shares as a result of the option exercise.
15. In September 2010, the Company granted to the Company's
employees 3 205,000 options exercisable at a price of $0.234 per
share. The options vest in four equal annual tranches of 801,250
each. The options were granted under the stock option plan terms.
The fair value of these options at the grant date was $0.059 per
option.
i. Summary of options and warrants:
A summary of all the options and warrants outstanding as of
December 31 2009 and September 30, 2010 (unaudited) is presented in
the following tables:
As of December 31, 2009
--------------------------------------------------------
Weighted
Average
Exercise Remaining
Price Options Options Contractual
per and Warrants and Warrants Terms (in
Options / Warrants Share Outstanding Exercisable years)
--------- -------------- -------------- -------------
Options:
Granted to
Employees and
Directors 0.042 570,440 570,440 0.92
0.071 17,815,389 15,360,978 1.32
0.117 1,497,404 748,702 2.65
0.162 1,733,748 433,437 3.45
0.210 11,878,332 7,147,750 2.87
-------------- --------------
33,495,313 24,261,307
-------------- --------------
Granted to
Consultants 0.071 3,523,179 2,963,256 1.41
0.120 677,397 - 4.92
0.162 677,397 451,598 3.79
0.210 1,861,125 1,240,750 2.87
-------------- --------------
6,739,098 4,655,604
-------------- --------------
Total Options 40,234,411 28,916,911
-------------- --------------
Warrants:
Granted to
Employees and
Directors 0.0005 14,480,755 14,480,755 1.25
0.071 35,281,840 35,281,840 1.25
-------------- --------------
49,762,595 49,762,595
-------------- --------------
Granted to
Consultants 0.0005 1,200,063 1,200,063 1.25
0.071 6,011,543 6,011,543 1.25
0.117 1,040,396 1,040,396 1.81
0.162 594,175 594,175 2.93
0.164 1,312,796 1,312,796 2.69
0.194 3,575,217 3,575,217 3.58
-------------- --------------
13,734,190 13,734,190
-------------- --------------
Granted to
Investors 0.000005 1,411,409 1,411,409 0.5
0.071 27,023,265 27,023,265 0.53
0.117 19,999,717 19,999,717 1.06
0.164 5,814,657 5,814,657 1.96
0.194 1,775,267 1,775,267 2.18
0.250 1,218,144 1,218,144 1.34
-------------- --------------
57,242,459 57,242,459
-------------- --------------
Total Warrants 120,739,245 120,739,245
-------------- --------------
Total Options and
Warrants 160,973,656 149,656,156
-------------- --------------
As of September 30, 2010 (Unaudited)
--------------------------------------------------------
Weighted
Average
Exercise Remaining
Price Options Options Contractual
per and Warrants and Warrants Terms (in
Options / Warrants Share Outstanding Exercisable years)
-------------------- --------- -------------- -------------- -------------
Options:
Granted to
Employees and
Directors 0.046 570,440 570,440 0.17
0.071 14,616,291 14,616,291 2.77
0.117 1,497,404 748,702 1.90
0.158 1,733,748 866,874 2.70
0.210 11,750,004 7,083,586 2.12
0.234 7,655,000 - 9.95
-------------- --------------
37,822,887 23,885,893
-------------- --------------
Granted to
Consultants 0.071 3,523,179 3,523,179 0.66
0.120 677,397 - 4.17
0.158 677,397 451,598 3.04
0.210 1,861,125 1,055,350 2.12
0.234 1,334,794 - 9.95
-------------- --------------
8,073,892 5,030,127
-------------- --------------
Total Options 45,896,779 28,916,020
-------------- --------------
Warrants:
Granted to
Employees and
Directors 0.0005 400,021 400,021 0.5
0.071 32,281,683 32,281,683 5.41
-------------- --------------
32,681,704 32,681,704
-------------- --------------
Granted to
Consultants 0.0005 1,200,063 1,200,063 0.5
0.071 1,733,246 1,733,246 0.5
0.091 397,949 397,949 4.95
0.117 1,040,396 1,040,396 1.06
0.158 594,175 594,175 2.18
0.164 1,312,795 1,312,795 1.31
0.194 3,575,217 3,575,217 2.83
0.253 1,612,500 1,612,500 4.98
11,466,341 11,466,341
-------------- --------------
Granted to
Investors 0.000005 1,389,846 1,389,846 5.02
0.071 22,894,499 22,894,499 0.52
0.117 18,716,470 18,716,470 1.06
0.164 5,814,657 5,814,657 1.96
0.194 1,775,267 1,775,267 2.18
0.250 1,218,141 1,218,141 1.34
0.253 15,000,000 15,000,000 4.98
-------------- --------------
66,808,880 66,808,880
-------------- --------------
Total Warrants 110,956,925 110,956,925
-------------- --------------
Total Options and
Warrants 156,853,704 139,872,945
-------------- --------------
NOTE 10:- CONVERTIBLE DEBENTURES
a. Convertible Debentures Offered in 2009
In May 2009, the Company offered to accredited investors only,
through a private placement, convertible debentures (the "2009
Debentures"), together with warrants (the "Warrants") to purchase a
number of Common shares, par value $0.0001 per share, of the
Company (the "Common Share") equal to 35% of the number of Common
shares issued upon conversion of the 2009 Debentures. Warrants
shall not be issued unless and until the conversion of the 2009
Debentures. The 2009 Debentures will mature two years after the
date of issuance and will bear interest at an annual rate of 10%,
paid on a quarterly basis. The 2009 Debentures will automatically
be converted into Common shares upon the closing of a Qualified
Transaction, as defined henceforth.
Qualified Transaction shall mean any of: (i) an underwritten
public offering of the Company's Common stock on U.S. Stock Market
resulting in gross proceeds to the Company of not less than
$5,000,000, (ii) a merger or reverse merger between the Company and
a public company which is traded on a U.S. Stock Market or on the
OTC Bulletin Board, the survivor of which is a public company
having available cash of not less than $5 000 after giving effect
to such merger and any capital-raising transaction completed prior
to or at the time of such merger, or (iii) the acquisition of all
of the issued and outstanding Common stock of the Company by a
public company the Common stock of which is traded on a U.S. Stock
Market or on the OTC Bulletin Board in a transaction where the
holders of the Common stock of the Company receive, in exchange for
such Common stock, Common stock of such public company and, after
giving effect to such transaction and any capital-raising
transaction completed prior to or at the time of such transaction,
such public company has available cash of not less than $5,000.
In a series of closings from June 16 through September 15, 2009,
the Company raised $570 in gross proceeds through the issuance of
the 2009 Debentures.
In the event of default, the interest rate shall increase 2% per
month for every month the 2009 Debentures are in default to a
maximum of 18% per annum paid on a quarterly basis. The Company
shall repay the principal and any accrued interest at the two-year
anniversary of the date the Debentures were issued.
The Debentures are unsecured and the Company has no right to
redeem the 2009 Debentures. If the Company is liquidated, the
holders of the 2009 Debentures will participate pari passu with all
general creditors of the Company with no seniority or
preference.
Until such time the 2009 Debentures are repaid, the 2009
Debentures (including any accrued interest) shall automatically
convert into Common shares at the closing of a Qualified
Transaction at the following valuation:
-- In the event that the per share price paid in the Qualified
Transaction (or per share value of merger consideration in a Merger
Transaction (as defined in the 2009 Debenture)) (the "Qualified
Transaction Price") is $0.12 per share or greater, the conversion
price shall be the lesser of $0.12 per share or a 40% discount from
the Qualified Transaction Price.
-- In the event that the Qualified Transaction Price is at least
$0.07 but less than $0.12 per share, the conversion price shall be
$0.07 per share.
-- In the event that the Qualified Transaction Price is less
than $0.07 per share, the conversion price shall be the Qualified
Transaction Price; provided, however, that the holder of the 2009
Debenture shall receive 100% more Warrants than such holder would
have otherwise been entitled to receive upon conversion.
The share prices referenced above shall be adjusted to reflect
any stock splits, stock combinations, stock dividends,
reorganizations and the like.
The Warrants are exercisable for a number of Common shares equal
to 35% of the number of Common shares issued upon the conversion of
the 2009 Debentures. The Warrants shall be immediately exercisable
upon issuance and shall expire five years from the date of
issuance. The exercise price shall be 110% of the Qualified
Transaction Price.
The Company irrevocably elected to initially and subsequently
measure the 2009 Debentures entirely at fair value (with changes in
fair value recognized in earnings) in accordance with ASC 825-10
thus the Company will not separate the embedded derivative
instrument from the host contract and account for it as a
derivative instrument pursuant to ASC 825.
This election was made only in respect to the 2009 Debentures,
as permitted by ASC 825-10, which states that this election may be
made on an instrument-by-instrument basis.
As of the December 31, 2009, the fair value of the 2009
Debentures amounted to $1,013. In 2009, the Company recorded
financial expenses in the amount of $443 as a result of the change
in fair value of the 2009 Debentures.
As of September 30, 2010, the fair value of the 2009 Debentures
amounted to $1,094. In the first nine months of 2010, the Company
recorded financial income in the amount of $81 as a result of the
change in fair value of the 2009 Debentures (unaudited).
The interest payable on the 2009 Debentures at September 30,
2010 in the amount of $14 has been paid in full subsequent to the
balance sheet date (unaudited).
b. Convertible Debentures Offered in 2010 - Event Subsequent to
December 31, 2009 (unaudited)
In September, 2010 the Company offered, in a private placement,
$4 million of convertible debentures (the "2010 Debentures"). The
2010 Debentures are unsecured obligations of the Company, accrue
interest at 4% per annum and mature and become repayable 12 months
from the date of issuance. Holders of such debentures may convert
them anytime into Common shares, at an initial conversion price of
GBP 0.13 ($0.20)per Common share. The 2010 Debentures will be
automatically converted upon an underwritten public offering of
Common shares raising of at least $6 million and resulting in the
Common shares being listed on a U.S. national securities exchange
or automated quotation system (a "US Listing"), at a conversion
price equal to the lesser of GBP 0.13 ($0.20) per Common share and
75% of the public offering price of the Common shares in such
underwritten public offering. Purchasers of the 2010 Debentures
also received warrants to purchase 15,000,000 Common shares equal
to 75% of the number of Common shares into which the debentures
could convert on the date of issuance. Such warrants are
immediately exercisable, have a 5 year term and have an initial
exercise price of GBP 0.16 ($0.24). If a further issuance of
securities is made by the Company at a lower price, both the
conversion price of the 2010 Debentures and the exercise price of
the warrants will be subject to downward adjustment to such lower
issue price and, if such issuance takes place prior to a US Listing
occurring, the number of warrant shares that may be purchased upon
exercise of this warrant will be increased to maintain the
aggregate exercise price of the original warrants. Any Common
shares issued upon automatic conversion of the 2010 Debentures and
exercise of the warrants occurring subsequent to a U.S. Listing
will be deemed restricted stock under U.S. securities laws and
cannot be sold or transferred unless subsequently registered under
such laws or an exemption from the registration requirements is
available.
According to ASC 815-40 the Company classified the warrants as a
liability at their fair value. The warrants liability will be
remeasured at each reporting period until exercised or expired.
Changes in the fair value of the warrants are reported in the
statements of operations as financial income or expense.
The Company irrevocably elected to initially and subsequently
measure the Debentures entirely at fair value with changes in fair
value recognized in earnings in accordance with ASC 815-15.
The Company allocated the gross amount received of $4,001 to the
liability in respect of the warrants issued ($1,027) and the
portion was allocated to the debentures. The fair value of the 2010
Debentures at issuance date was $4,143. As such, the Company
recorded financial expenses of $1,171.
In addition, the Company paid $325 in cash and issued 1,612,500
warrants to finders in connection with this private placement,
exercisable into 1 612,500 Common shares at a price of GBP 0.16
($0.24) per Common share. The warrants are immediately exercisable
upon issuance and will expire five years from the date of issuance.
The fair value of the warrants issued in the amounts of $110 and
the cash paid as finder's fee were recorded immediately as issuance
costs.
As of September 30, 2010, the fair value of the 2010 Debentures
amounted to $4,156 and the fair value of the warrants amounted to
$1,027. As such the Company recorded additional financial expenses
in the amount of $11 as a result of the change in fair value of the
Debentures (unaudited).
Interest on the 2010 Debentures at September 30, 2010 in the
amount of $4 has been accrued (unaudited).
NOTE 11:- TAXES ON INCOME
a. Tax laws applicable to the companies:
1. The Company is taxed under U.S. tax laws.
2. The Subsidiary is taxed under the Israeli income Tax
Ordinance and the Income Tax (Inflationary Adjustments) Law, 1985:
("the law").
Results of the Subsidiary for tax purposes are measured and
reflected in real terms in accordance with the changes in the
Israeli Consumer Price Index ("CPI"). The financial statements are
presented in U.S. dollars.
The difference between the rate of change in Israeli CPI and the
rate of change in the NIS/U.S. dollar exchange rate causes a
difference between taxable income or loss and the income or loss
before taxes reflected in the financial statements. In accordance
with ASC 740-10 (or paragraph 9(f) of FAS 109), the Company has not
provided deferred income taxes on this difference between the
reporting currency and the tax bases of assets and liabilities.
In February 2008, the "Knesset" (Israeli parliament) passed an
amendment to the Income Tax (Inflationary Adjustments) Law, 1985,
which limits the scope of the law starting 2008 and thereafter.
Starting 2008, the results for tax purposes are measured in nominal
values, excluding certain adjustments for changes in the Israeli
CPI carried out in the period up to December 31, 2007. The
amendment to the law includes, inter alia, the elimination of the
inflationary additions and deductions and the additional deduction
for depreciation starting 2008.
b. Tax assessments:
The Company files income tax returns in the U.S. federal
jurisdiction and state jurisdiction. The U.S. tax authorities have
not conducted an examination in respect of the Company's U.S.
federal income tax returns since inception. The Israeli subsidiary
has not yet received final tax assessments since its inception. The
Subsidiary has tax assessments, deemed final under the law, up to
and including the year 2004.
c. Tax rates applicable to the Company and the Subsidiary:
1. The Subsidiary:
The rate of the Israeli corporate tax is as follows: 2008 - 27%,
2009 - 26%, 2010 - 25%. In July 2009, the "Knesset" (Israeli
Parliament) passed the Law for Economic Efficiency
(Amended Legislation for Implementing the Economic Plan for 2009
and 2010), 2009, which prescribes, among others, an additional
gradual reduction in the rates of the Israeli corporate tax and
real capital gains tax starting 2011 to the following tax rates:
2011 - 24%, 2012 - 23%, 2013 - 22%, 2014 - 21%, 2015 - 20%, 2016
and thereafter - 18%. The effect of the abovementioned change on
the financial statements is immaterial.
Israeli companies are generally subject to capital gains tax at
rate of 25% for capital gains (other than gains deriving from the
sale of listed securities) derived after January 1, 2003.
2. The Company:
The tax rates applicable to the Company whose place of
incorporation is the U.S. are corporate (progressive) tax at the
rate of up to 35%, excluding state tax, which rates depend on the
state in which the Company will conduct its business.
According to the tax laws applicable to Israeli residents,
dividend received from a foreign resident company is subject to tax
in Israel at the rate of 25% in the hands of its recipient.
According to the tax laws applicable in the U.S., tax at the rate
of 30% is withheld and based on the treaty for the avoidance of
double taxation of Israel and the U.S., it may be reduced to either
25% or 12.5% (dependent on the identity of the shareholder). To
enjoy the benefits of the tax treaty, certain procedural
requirements need to be satisfied.
d. Carryforward losses for tax purposes:
As of December 31, 2009, the Company had U.S. federal net
operating loss carryforward for income tax purposes in the amount
of approximately $23.1 million. Net operating loss carryforward
arising in taxable years beginning after January 2000 (inception
date) can be carried forward and offset against taxable income for
20 years and expiring between 2020 and 2029. As of December 31,
2009 the Company had net operating loss carryforward for state
franchise tax purposes of approximately $21.6 million which will
begin to expire in 2011.
Utilization of U.S. net operating losses may be subject to
substantial annual limitations due to the "change in ownership"
provisions of the Internal Revenue Code of 1986 and similar state
provisions. The annual limitation may result in the expiration of
net operating losses before utilization.
The Company's subsidiary in Israel has accumulated losses for
tax purposes as of December 31, 2009, in the amount of
approximately $5 million, which may be carried forward and offset
against taxable income and capital gain in the future for an
indefinite period.
e. Deferred income taxes:
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income
tax purposes. Significant components of the Company's deferred tax
assets are as follows:
December 31,
------------------
2008 2009
-------- --------
Deferred tax assets:
Net operating loss carryforward $ 3,477 $ 4,942
Allowances and reserves 262 325
-------- --------
Total deferred tax assets before
valuation allowance 3,739 5,267
-------- --------
Valuation allowance (3,739) (5,267)
-------- --------
Net deferred tax asset $- $-
-------- --------
As of December 31, 2009, the Company and its subsidiary have
provided valuation allowances in respect of deferred tax assets
resulting from tax loss carryforward and other temporary
differences, since they have a history of operating losses and
current uncertainty concerning its ability to realize these
deferred tax assets in the future. Management currently believes
that it is more likely than not that the deferred tax regarding the
loss carryforward and other temporary differences will not be
realized in the foreseeable future.
In 2008 and 2009, the main reconciling item of the statutory tax
rate of the Company and its subsidiary (27% to 35% in 2008 and 26%
to 35% in 2009) to the effective tax rate (0%) is tax loss
carryforwards and other deferred tax assets for which a full
valuation allowance was provided.
<ENDS>
This information is provided by RNS
The company news service from the London Stock Exchange
END
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