Delaware
|
2836
|
20-8133057
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
þ
|
Title of Each Class of Securities to be Registered
|
Proposed Maximum
Aggregate Offering
Price (1)
|
Amount of
Registration Fee (3)
|
||||||
Common stock, $0.00005 par value
|
||||||||
Warrants to purchase shares of common stock (2)
|
||||||||
Common stock issuable upon exercise of the warrants
|
||||||||
Total
|
$ | 10,000,000.00 | $ | 1,146.00 |
(1)
|
Pursuant to Rule 416 under the Securities Act, this Registration Statement shall also cover any additional shares of common stock which become issuable by reason of any stock dividend, stock split or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of common stock of the registrant.
|
(2)
|
The securities registered also include such indeterminate number of shares of common stock as may be issued upon exercise of warrants pursuant to the anti-dilution provisions of the warrants.
|
(3)
|
Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933.
|
|
Per Share
|
Total
|
||||||
Public Offering Price
|
$ | $ | ||||||
Underwriting Discounts and Commissions
|
$ | $ | ||||||
Offering Proceeds before expenses
|
$ | $ |
Page
|
||
PROSPECTUS SUMMARY
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1
|
|
RISK FACTORS
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4 | |
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
|
15 | |
EXCHANGE RATE INFORMATION
|
16 | |
USE OF PROCEEDS
|
16 | |
DIVIDEND POLICY
|
17 | |
DILUTION
|
17 | |
PLAN OF DISTRIBUTION
|
18 | |
DESCRIPTION OF SECURITIES
|
19 | |
OUR BUSINESS
|
21 | |
PROPERTIES
|
31 | |
LEGAL PROCEEDINGS
|
31 | |
MARKET FOR OUR COMMON EQUITY
|
32 | |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
34 | |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
38 | |
MANAGEMENT
|
39 | |
EXECUTIVE COMPENSATION
|
45 | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
50 | |
RELATED PARTY TRANSACTIONS
|
51 | |
LEGAL MATTERS
|
55 | |
EXPERTS
|
55 | |
INDEMNIFICATION UNDER OUR CERTIFICATE OF INCORPORATION AND BYLAWS
|
55 | |
WHERE YOU CAN FIND MORE INFORMATION
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56 |
·
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Operating a Good Manufacturing Practice (“GMP”) compliant production process;
|
·
|
Demonstrating Safety Tolerability and Therapeutic effect of transplantation of Autologous cultured Bone Marrow Stromal Cells secreting Neurothrophic factors (MSC-NTF) in a Phase I/II Clinical trial in human ALS patients;
|
·
|
Setting up a centralized facility to provide the therapeutic products and services for transplantation in patients in the US and in Europe, as part of the clinical development program; and
|
·
|
Submitting an Investigational New Drug application (“IND”) to the FDA.
|
·
|
Bone marrow aspiration from patient;
|
·
|
Isolation and expansion of the mesenchymal stem cells;
|
·
|
Differentiation of the expanded stem cells into neurotrophic-factor secreting cells; and
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·
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Autologous transplantation into the patient into the site of damage.
|
Securities Offered
|
[_______] shares of common stock
|
|
Warrants to purchase up to [_______] shares of common stock
[______] shares of common stock issuable upon exercise of the warrants
|
||
Common stock outstanding as of December 31, 2011
|
126,444,309 shares
|
|
Common stock to be outstanding after the offering assuming the sale of all shares covered hereby and assuming no exercise of the warrants for the shares covered by this prospectus
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[___________] shares
|
|
Common stock to be outstanding after the offering assuming the sale of all shares covered hereby and assuming the exercise of all warrants for the shares covered by this prospectus
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[___________] shares
|
|
Use of proceeds
|
We estimate that we will receive up to $[ ] in net proceeds from the sale of the securities in this offering, based on a price of [$____] per unit, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will use the proceeds from the sale of the securities for initiation of clinical trials in the United States, research and development, working capital needs, capital expenditures and other general corporate purposes. See “Use of Proceeds” for more information.
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|
Risk factors
|
The shares of common stock offered hereby involve a high degree of risk. See “Risk Factors” beginning on page 4.
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|
Dividend policy
|
We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not currently anticipate paying cash dividends on our common stock.
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Trading Symbol
|
Our common stock currently trades on the OTCQB Bulletin Board under the symbol “BCLI.”
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-
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The FDA or similar foreign regulatory authorities may find that our product candidates are not sufficiently safe or effective or may find our processes or facilities unsatisfactory;
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-
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Officials at the MOH, the FDA or similar foreign regulatory authorities may interpret data from preclinical studies and clinical trials differently than we do;
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-
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Our clinical trials may produce negative or inconclusive results or may not meet the level of statistical significance required by the MOH, the FDA or other regulatory authorities, and we may decide, or regulators may require us, to conduct additional preclinical studies and/or clinical trials or to abandon one or more of our development programs;
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-
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The MOH, the FDA or similar foreign regulatory authorities may change their approval policies or adopt new regulations;
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-
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There may be delays or failure in obtaining approval of our clinical trial protocols from the MOH, the FDA or other regulatory authorities or obtaining institutional review board approvals or government approvals to conduct clinical trials at prospective sites;
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-
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We, or regulators, may suspend or terminate our clinical trials because the participating patients are being exposed to unacceptable health risks or undesirable side effects;
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-
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We may experience difficulties in managing multiple clinical sites;
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-
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Enrollment in our clinical trials for our product candidates may occur more slowly than we anticipate, or we may experience high drop-out rates of subjects in our clinical trials, resulting in significant delays; and
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-
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We may be unable to manufacture or obtain from third party manufacturers sufficient quantities of our product candidates for use in clinical trials.
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•
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State and local licensing, registration and regulation of laboratories, the collection, processing and storage of human cells and tissue, and the development and manufacture of pharmaceuticals and biologics;
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•
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The federal Clinical Laboratory Improvement Act and amendments of 1988;
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•
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Laws and regulations administered by the FDA, including the Federal Food Drug and Cosmetic Act and related laws and regulations;
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•
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The Public Health Service Act and related laws and regulations;
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•
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Laws and regulations administered by the United States Department of Health and Human Services, including the Office for Human Research Protections;
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•
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State laws and regulations governing human subject research;
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•
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Occupational Safety and Health requirements; and
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•
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State and local laws and regulations dealing with the handling and disposal of medical waste.
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•
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Reducing reimbursement rates;
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•
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Challenging the prices charged for medical products and services;
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•
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Limiting services covered;
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•
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Decreasing utilization of services;
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•
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Negotiating prospective or discounted contract pricing;
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•
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Adopting capitation strategies; and
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•
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Seeking competitive bids.
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·
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Statements as to the anticipated timing of clinical studies and other business developments;
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·
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Statements as to the development of new products;
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·
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Our expectations regarding federal, state and foreign regulatory requirements;
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·
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Our expectations regarding grants from federal resources; and
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·
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Statements regarding growth strategies, financial results, product development, competitive strengths, intellectual property rights, litigation, mergers and acquisitions, market acceptance or continued acceptance of our products, accounting estimates, financing activities and ongoing contractual obligations.
|
Year ended December 31,
|
||||||||||||||||
2008
|
2009
|
2010
|
2011
|
|||||||||||||
Low
|
3.230 | 3.690 | 3.549 | 3.363 | ||||||||||||
High
|
4.022 | 4.256 | 3.894 | 3.821 | ||||||||||||
Period End
|
3.802 | 3.775 | 3.549 | 3.821 | ||||||||||||
Average
|
3.588 | 3.933 | 3.733 | 3.578 |
Assumed initial public offering price per share
|
$ | |||
Pro forma net tangible book value per share as of , 2012
|
$ | |||
Increase per share attributable to new investors
|
||||
Pro forma as adjusted net tangible book value per share after this offering
|
||||
Dilution per share to new investors in this offering
|
$ |
|
·
|
before such person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the interested stockholder becoming an interested stockholder;
|
|
·
|
upon the consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares held by directors who also are officers of the corporation and shares held by employee stock plans; or
|
|
·
|
at or following the time such person became an interested stockholder, the business combination is approved by the board of directors of the corporation and authorized at a meeting of stockholders by the affirmative vote of the holders of 66 2/3% of the outstanding voting stock of the corporation which is not owned by the interested stockholder.
|
|
·
|
Operating a GMP compliant production process;
|
|
·
|
Demonstrating Safety Tolerability and Therapeutic effect of transplantation of Autologous cultured Bone Marrow Stromal Cells secreting Neurothrophic factors (MSC-NTF) in a Phase I/II Clinical trial in human ALS patients;
|
|
·
|
Setting up a centralized facility to provide the therapeutic products and services for transplantation in patients in the US and in Europe, as part of the clinical development program; and
|
|
·
|
Submitting an IND to the FDA.
|
|
·
|
Bone marrow aspiration from patient;
|
|
·
|
Isolation and expansion of the mesenchymal stem cells;
|
|
·
|
Differentiation of the expanded stem cells into neurotrophic-factor secreting cells; and
|
|
·
|
Autologous transplantation into the patient into the site of damage.
|
|
·
|
Riluzole - the only medication approved by the FDA to slow the progress of ALS. While it does not reverse ALS, Riluzole has been shown to reduce nerve damage. Riluzole may extend the time before a patient needs a ventilator (a machine to assist breathing) and may prolong the patient's life by several months;
|
|
·
|
Baclofen or Diazepam - these medications may be used to control muscle spasms, stiffness or tightening (spasticity) that interfere with daily activities; and
|
|
·
|
Trihexyphenidyl or Amitriptyline - these medications may help patients who have excess saliva or secretions, and emotional changes.
|
|
·
|
Operating a GMP compliant production process;
|
|
·
|
Demonstrating Safety Tolerability and Therapeutic effect of transplantation of Autologous cultured Bone Marrow Stromal Cells secreting Neurothrophic factors (MSC-NTF) in a Phase I/II Clinical trial in human ALS patients;
|
·
|
Setting up a centralized facility to provide the therapeutic products and services for transplantation in patients in the US and in Europe, as part of the clinical development program; and
|
·
|
Submitting an IND to the FDA
|
|
·
|
Private Medical Center Chains - interested in expanding their service offerings and being associated with an innovative technology, thereby enhancing their professional standing and revenue potential; and
|
|
·
|
Major Pharmaceutical and/or Medical Device Companies - seeking new product opportunities and/or wishing to maintain interest in the market, which may shift away from drugs towards surgical treatment.
|
Quarter Ended
|
High
|
Low
|
||||||
December 30, 2011
|
$ | 0.40 | $ | 0.20 | ||||
September 30, 2011
|
$
|
0.56
|
$
|
0.27
|
||||
June 30, 2011
|
$
|
0.60
|
$
|
0.25
|
||||
March 31, 2011
|
$
|
0.43
|
$
|
0.18
|
||||
December 31, 2010
|
$
|
0.30
|
$
|
0.18
|
||||
September 30, 2010
|
$
|
0.26
|
$
|
0.16
|
||||
June 30, 2010
|
$
|
0.34
|
$
|
0.19
|
||||
March 31, 2010
|
$
|
0.47
|
$
|
0.21
|
|
·
|
Operating a GMP compliant production process;
|
|
·
|
Demonstrating Safety Tolerability and Therapeutic effect of transplantation of Autologous cultured Bone Marrow Stromal Cells secreting Neurothrophic factors (MSC-NTF) in a Phase I/II Clinical trial in human ALS patients;
|
|
·
|
Setting up a centralized facility to provide the therapeutic products and services for transplantation in patients in the US and in Europe, as part of the clinical development program; and
|
|
·
|
Submitting an IND to the FDA.
|
·
|
our ability to obtain funding from third parties, including any future collaborative partners;
|
|
·
|
the scope, rate of progress and cost of our clinical trials and other research and development programs;
|
·
|
the time and costs required to gain regulatory approvals;
|
·
|
the terms and timing of any collaborative, licensing and other arrangements that we may establish;
|
|
·
|
the costs of filing, prosecuting, defending and enforcing patents, patent applications, patent claims, trademarks and other intellectual property rights;
|
·
|
the effect of competition and market developments; and
|
·
|
future pre-clinical and clinical trial results.
|
Name
|
Age
|
Position
|
||
Adrian Harel
|
54
|
Acting Chief Executive Officer
|
||
Chaim Lebovits
|
41
|
President
|
||
Liat Sossover
|
43
|
Chief Financial Officer
|
||
Dr. Irit Arbel
|
51
|
Director
|
||
Mordechai Friedman
|
59
|
Director
|
||
Dr. Abraham Israeli
|
58
|
Chairman and Director
|
||
Alon Pinkas
|
50
|
Director
|
||
Chen Schor
|
39
|
Director
|
||
Dr. Robert Shorr
|
58
|
Director
|
||
Malcolm Taub
|
65
|
Director
|
|
·
|
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
|
|
·
|
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
|
|
·
|
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
|
|
·
|
been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
|
·
|
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
·
|
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Option
Awards
($) (1)
|
All Other
Compensation
($)(2)
|
Total ($)
|
||||||||
Adrian Harel(3) |
2011
|
117,000 | 203,026 | 65,000 | 385,026 | ||||||||
Acting Chief Executive Officer | |||||||||||||
Liat Sossover(4) |
2011
|
98,000 | - | 46,000 | 144,000 | ||||||||
Chief Financial Officer | 2010 | 47,000 | 67,584 | 12,000 | 126,584 | ||||||||
Abraham Efrati(5)
|
2011
|
264,000
|
30,481
|
25,000
|
319,481
|
||||||||
Former Chief Executive Officer and Director
|
2010 | 167,000 | - | 13,000 | 180,000 |
|
Option Awards
|
|||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option Expiration Date
|
||||||||||
Adrian Harel | — | 450,000 | 0.20 | 6/26/2021 | ||||||||||
70,000 | — | 0.20 | 8/9/2021 | |||||||||||
Liat Sossover | 200,000 | 200,000 | 0.18 | 6/22/2020 | ||||||||||
Abraham Efrati(1)
|
699,273 | — | 0.15 |
4/30/2012
|
||||||||||
|
483,333 | — | 0.067 |
4/30/2012
|
Name
|
Stock
Awards
($) (1)
|
Option
Awards
($) (1)
|
Total
($)
|
|||||||||
Dr. Irit Arbel
|
—
|
130,365
|
(2)
|
130,365
|
||||||||
Mr. Mordechai Friedman
|
—
|
75,355
|
(3) |
75,355
|
||||||||
Dr. Abraham Israeli
|
—
|
48,326
|
(4)
|
48,326
|
||||||||
Mr. Alon Pinkas
|
—
|
81,384
|
(5) |
81,384
|
||||||||
Mr. Chen Schor (6)
|
443,220
|
—
|
443,220
|
|||||||||
Dr. Robert Shorr
|
114,400
|
|
—
|
114,400
|
||||||||
Mr. Malcolm Taub
|
114,400
|
|
—
|
|
114,400
|
Shares Beneficially Owned
|
|||||||||
Name of Beneficial Owner
|
Number of
Shares
|
Percentage of
Class
|
|||||||
Directors and Named Executive Officer
|
|||||||||
Abraham Efrati
|
1,182,606 | (1) | * | ||||||
Irit Arbel
|
3,158,891 | (2) | 2.5 | % | |||||
Mordechai Friedman
|
111,112 | (3) | * | ||||||
Abraham Israeli
|
505,556 | (3) | * | ||||||
Alon Pinkas
|
120,000 | (3) | * | ||||||
Chen Schor
|
923,374 | (4) | * | ||||||
Robert Shorr
|
328,333 | (5) | * | ||||||
Malcolm Taub
|
338,333 | (6) | * | ||||||
All current directors and officers as a group (10 persons)
|
65,427,244 | (7) | 41.2 | % | |||||
5% Shareholders
|
|||||||||
ACCBT Corp.
Morgan & Morgan Building
Pasea Estate, Road Town
Tortola
British Virgin Islands
|
59,556,924 | (8) | 38.0 | % |
*
|
Less than 1%.
|
(1)
|
Consists of shares of common stock issuable upon the exercise of Presently Exercisable Options. Mr. Efrati resigned as Chief Executive Officer effective February 28, 2011.
|
(2)
|
Includes 858,891 shares of common stock issuable upon the exercise of Presently Exercisable Options. Dr. Arbel’s address is 6 Hadishon Street, Jerusalem, Israel.
|
(3)
|
Consists of shares of common stock issuable upon the exercise of Presently Exercisable Options.
|
(4)
|
Consists of shares of restricted common stock.
If the Company successfully raises $10,000,000 of proceeds through the issuance of equity securities in a private or public offering after August 22, 2011, or enters into a deal with a strategic partner that brings in at least $10,000,000 of gross proceeds after August 22, 2011, then 307,791 of the shares will vest upon such event, 307,791 of the shares will vest on August 22, 2012 and the remaining 307,792 shares will vest on August 22, 2013. If such capital is not raised by the Company prior to August 22, 2012, then 307,791 of the shares will vest on August 22, 2012, 307,791 of the shares will vest on August 22, 2013 and the remaining 307,792 shares will vest on August 22, 2014.
|
(5)
|
Includes 238,333 shares of restricted common stock. The shares of restricted stock vest in 12 consecutive, equal monthly installments commencing on July 27, 2011 until fully vested on the first anniversary of the date of grant, provided that Mr. Shorr remains a director of the Company on each vesting date.
|
(6)
|
Consists of 100,000 shares of common stock issuable upon the exercise of Presently Exercisable Options and 238,333 shares of restricted common stock. The shares of restricted stock vest in 12 consecutive, equal monthly installments commencing on July 27, 2011 until fully vested on the first anniversary of the date of grant, provided that Mr. Taub remains a director of the Company on each vesting date.
|
(7)
|
Includes (i) 29,006,924 shares of common stock owned by ACCBT Corp. (Chaim Lebovits, our President, may be deemed to be the beneficial owner of these shares), (ii) 30,250,000 shares of common stock issuable to ACCBT Corp. upon the exercise of Presently Exercisable Warrants (iii) 300,000 shares of common stock owned by ACC International Holdings Ltd. (Chaim Lebovits, our President, may be deemed to be the beneficial owner of these shares) and (iv) 2,080,280 shares of common stock issuable upon the exercise of Presently Exercisable Options.
|
(8)
|
Consists of (i) 29,006,924 shares of common stock owned by ACCBT Corp., (ii) 30,250,000 shares of common stock issuable to ACCBT Corp. upon the exercise of Presently Exercisable Warrants and (iii) 300,000 shares of common stock owned by ACC International Holdings Ltd. ACC International Holdings Ltd. and Chaim Lebovits, our President, may each be deemed the beneficial owners of these shares.
|
|
·
|
An up-front license fee payment of $100,000;
|
|
·
|
An amount equal to 5% of all net sales of products; and
|
|
·
|
An amount equal to 30% of all sublicense receipts.
|
|
·
|
an option for the purchase of 166,666 shares of common stock at an exercise price equal to $0.00005 per share to Dr. Israeli; and
|
|
·
|
an option for the purchase of 33,334 shares of common stock at an exercise price equal to $0.00005 per share to Hadasit,
|
Consolidated Financial Statements
|
F-2 | ||
Report of Independent Registered Public Accounting Firm
|
F-3 | ||
Consolidated Balance Sheets as of December 31, 2010 and 2009
|
F-5 | ||
Consolidated Statements of Operations for the Years Ended December 31, 2010 and 2009
|
F-6 | ||
Statements of Changes in Stockholders’ Equity (Deficiency)
|
F-7 - F-14 | ||
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009
|
F-15 | ||
Notes to Consolidated Financial Statements
|
F-16 - F-44 | ||
Unaudited Consolidated Financial Statements
|
|||
Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010
|
F-46 | ||
Consolidated Statements of Operations for the Nine Months Ended September 30, 2011 and 2010
|
F-47 | ||
Statements of Changes in Stockholders’ Equity (Deficiency)
|
F-48 - F-56 | ||
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010
|
F-57 | ||
Notes to Consolidated Financial Statements (Unaudited)
|
F-58 - F-75 |
Page
|
|
Report of independent Registered Public Accounting Firm
|
F-3
|
Consolidated Balance Sheets
|
F-5
|
Consolidated Statements of Operations
|
F-6
|
Statements of Changes in Stockholders' Equity (Deficiency)
|
F-7 - F-14
|
Consolidated Statements of Cash Flows
|
F-15
|
Notes to Consolidated Financial Statements
|
F-16 - F-44
|
|
/s/ Kost Forer Gabbay & Kasierer
|
|
Tel-Aviv, Israel
|
KOST FORER GABBAY & KASIERER
|
April 13, 2008
|
A Member of Ernst & Young Global
|
December 31,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 93 | $ | 1 | ||||
Other receivable and prepaid expenses (Note 5)
|
486 | 86 | ||||||
Total current assets
|
579 | 87 | ||||||
Long-Term Investments:
|
||||||||
Prepaid expenses
|
1 | 7 | ||||||
Severance pay fund
|
90 | 88 | ||||||
Total long-term investments
|
91 | 95 | ||||||
Property and Equipment, Net
(Note 6)
|
419 | 575 | ||||||
Total assets
|
$ | 1,089 | $ | 757 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
||||||||
Current Liabilities:
|
||||||||
Short term Credit from bank
|
$ | - | $ | 46 | ||||
Trade payables
|
307 | 600 | ||||||
Other accounts payable and accrued expenses (Note 7)
|
979 | 1,418 | ||||||
Short-term convertible note (Note 8)
|
137 | 135 | ||||||
Short-term convertible loans (Note 9)
|
- | 189 | ||||||
Total current liabilities
|
1,423 | 2,388 | ||||||
Accrued Severance Pay
|
125 | 112 | ||||||
Total liabilities
|
1,548 | 2,500 | ||||||
Stockholders' Deficiency:
|
||||||||
Stock capital: (Note 11)
|
5 | 4 | ||||||
Common stock of $0.00005 par value - Authorized: 800,000,000 shares at December 31, 2010 and December 31, 2009; Issued and outstanding: 95,832,978 and 76,309,152 shares at December 31, 2010 and December 31, 2009 respectively.
|
||||||||
Additional paid-in-capital
|
39,696 | 35,994 | ||||||
Deficit accumulated during the development stage
|
(40,160 | ) | (37,741 | ) | ||||
Total stockholders' deficiency
|
(459 | ) | (1,743 | ) | ||||
Total liabilities and stockholders' deficiency
|
$ | 1,089 | $ | 757 |
Year ended
December 31,
|
Period from
September 22,
2000 (inception
date) through
December 31,
|
|||||||||||
2010
|
2009
|
2010(*)
|
||||||||||
Operating costs and expenses:
|
||||||||||||
Research and development, net ( Note 12)
|
$ | 1,045 | $ | 181 | $ | 22,730 | ||||||
General and administrative
|
1,544 | 1,569 | 14,798 | |||||||||
Total operating costs and expenses
|
2,589 | 1,750 | 37,528 | |||||||||
Financial (income) expenses, net
|
(189 | ) | 31 | 2,396 | ||||||||
Operating loss
|
2,400 | 1,781 | 39,924 | |||||||||
Taxes on income (Note 13)
|
19 | - | 72 | |||||||||
Loss from continuing operations
|
2,419 | 1,781 | 39,996 | |||||||||
Net loss from discontinued operations
|
- | - | 164 | |||||||||
Net loss
|
$ | 2,419 | $ | 1,781 | $ | 40,160 | ||||||
Basic and diluted net loss per share from continuing operations
|
$ | 0.03 | $ | 0.03 | ||||||||
Weighted average number of shares outstanding used in computing basic and diluted net loss per share
|
89,094,403 | 61,151,011 |
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional
paid-in
|
Deferred
Stock - based
|
during the
development
|
stockholders'
equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of September 22, 2000 (date of inception) (unaudited)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Stock issued on September 22, 2000 for cash at $0.00188 per share
|
8,500,000 | 1 | 16 | - | - | 17 | ||||||||||||||||||
Stock issued on June 30, 2001 for cash at $0.0375 per share
|
1,600,000 | *- | 60 | - | - | 60 | ||||||||||||||||||
Contribution of capital
|
- | - | 8 | - | - | 8 | ||||||||||||||||||
Net loss
|
- | - | - | - | (17 | ) | (17 | ) | ||||||||||||||||
Balance as of March 31, 2001(unaudited)
|
10,100,000 | 1 | 84 | - | (17 | ) | 68 | |||||||||||||||||
Contribution of capital
|
- | - | 11 | - | - | 11 | ||||||||||||||||||
Net loss
|
- | - | - | - | (26 | ) | (26 | ) | ||||||||||||||||
Balance as of March 31, 2002 (unaudited)
|
10,100,000 | 1 | 95 | - | (43 | ) | 53 | |||||||||||||||||
Contribution of capital
|
- | - | 15 | - | - | 15 | ||||||||||||||||||
Net loss
|
- | - | - | - | (47 | ) | (47 | ) | ||||||||||||||||
Balance as of March 31, 2003 (unaudited)
|
10,100,000 | 1 | 110 | - | (90 | ) | 21 | |||||||||||||||||
2-for-1 stock split
|
10,100,000 | *- | - | - | - | - | ||||||||||||||||||
Stock issued on August 31, 2003 to purchase mineral option at $0.065 per share
|
100,000 | *- | 6 | - | - | 6 | ||||||||||||||||||
Cancellation of shares granted to Company's President
|
(10,062,000 | ) | *- | *- | - | - | - | |||||||||||||||||
Contribution of capital
|
- | *- | 15 | - | - | 15 | ||||||||||||||||||
Net loss
|
- | - | - | - | (73 | ) | (73 | ) | ||||||||||||||||
Balance as of March 31, 2004 (unaudited)
|
10,238,000 | $ | 1 | $ | 131 | $ | - | $ | (163 | ) | $ | (31 | ) |
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional
paid-in
|
Deferred
Stock - based
|
during the
development
|
stockholders'
equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of March 31, 2004
|
10,238,000 | $ | 1 | $ | 131 | $ | - | $ | (163 | ) | $ | (31 | ) | |||||||||||
Stock issued on June 24, 2004 for private placement at $0.01 per share, net of $25,000 issuance expenses
|
8,510,000 | *- | 60 | - | - | 60 | ||||||||||||||||||
Contribution capital
|
- | - | 7 | - | - | 7 | ||||||||||||||||||
Stock issued in 2004 for private placement at $0.75 per unit
|
1,894,808 | *- | 1,418 | - | - | 1,418 | ||||||||||||||||||
Cancellation of shares granted to service providers
|
(1,800,000 | ) | *- | - | - | - | ||||||||||||||||||
Deferred stock-based compensation related to options granted to employees
|
- | - | 5,979 | (5,979 | ) | - | - | |||||||||||||||||
Amortization of deferred stock-based compensation related to shares and options granted to employees
|
- | - | - | 584 | - | 584 | ||||||||||||||||||
Compensation related to shares and options granted to service providers
|
2,025,000 | *- | 17,506 | - | - | 17,506 | ||||||||||||||||||
Net loss
|
- | - | - | - | (18,840 | ) | (18,840 | ) | ||||||||||||||||
Balance as of March 31, 2005
|
20,867,808 | $ | 1 | $ | 25,101 | $ | (5,395 | ) | $ | (19,003 | ) | $ | 704 |
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional
paid-in
|
Deferred
Stock - based
|
during the
development
|
stockholders'
equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of March 31, 2005
|
20,867,808 | $ | 1 | $ | 25,101 | $ | (5,395 | ) | $ | (19,003 | ) | $ | 704 | |||||||||||
Stock issued on May 12, 2005 for private placement at $0.8 per share
|
186,875 | *- | 149 | - | - | 149 | ||||||||||||||||||
Stock issued on July 27, 2005 for private placement at $0.6 per share
|
165,000 | *- | 99 | - | - | 99 | ||||||||||||||||||
Stock issued on September 30, 2005 for private placement at $0.8 per share
|
312,500 | *- | 225 | - | - | 225 | ||||||||||||||||||
Stock issued on December 7, 2005 for private placement at $0.8 per share
|
187,500 | *- | 135 | - | - | 135 | ||||||||||||||||||
Forfeiture of options granted to employees
|
- | - | (3,363 | ) | 3,363 | - | - | |||||||||||||||||
Deferred stock-based compensation related to shares and options granted to directors and employees
|
200,000 | *- | 486 | (486 | ) | - | - | |||||||||||||||||
Amortization of deferred stock-based compensation related to options and shares granted to employees and directors
|
- | - | 51 | 1,123 | - | 1,174 | ||||||||||||||||||
Stock-based compensation related to options and shares granted to service providers
|
934,904 | *- | 662 | - | - | 662 | ||||||||||||||||||
Reclassification due to application of ASC 815-40-25 (formerly EITF 00-19)
|
- | - | (7,906 | ) | (7,906 | ) | ||||||||||||||||||
Beneficial conversion feature related to a convertible bridge loan
|
- | - | 164 | - | - | 164 | ||||||||||||||||||
Net loss
|
- | - | - | - | (3,317 | ) | (3,317 | ) | ||||||||||||||||
Balance as of March 31, 2006
|
22,854,587 | $ | 1 | $ | 15,803 | $ | (1,395 | ) | $ | (22,320 | ) | $ | (7,911 | ) |
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional
paid-in
|
Deferred
Stock - based
|
during the
development
|
stockholders'
equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of March 31, 2006
|
22,854,587 | $ | 1 | $ | 15,803 | $ | (1,395 | ) | $ | (22,320 | ) | $ | (7,911 | ) | ||||||||||
Elimination of deferred stock compensation due to implementation of ASC 718-10 (formerly SFAS 123(R))
|
- | - | (1,395 | ) | 1,395 | - | - | |||||||||||||||||
Stock-based compensation related to shares and options granted to directors and employees
|
200,000 | *- | 1,168 | - | - | 1,168 | ||||||||||||||||||
Reclassification due to application of ASC 815-40-25 (formerly EITF 00-19)
|
- | - | 7,191 | - | - | 7,191 | ||||||||||||||||||
Stock-based compensation related to options and shares granted to service providers
|
1,147,225 | - | 453 | - | - | 453 | ||||||||||||||||||
Warrants issued to convertible note holder
|
- | - | 11 | - | - | 11 | ||||||||||||||||||
Warrants issued to loan holder
|
- | - | 110 | - | - | 110 | ||||||||||||||||||
Beneficial conversion feature related to convertible bridge loans
|
- | - | 1,086 | - | - | 1,086 | ||||||||||||||||||
Net loss
|
- | - | - | - | (3,924 | ) | (3,924 | ) | ||||||||||||||||
Balance as of December 31, 2006
|
24,201,812 | $ | 1 | $ | 24,427 | $ | - | $ | (26,244 | ) | $ | (1,816 | ) |
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional
paid-in
|
Deferred
Stock - based
|
during the
development
|
stockholders'
equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of December 31, 2006
|
24,201,812 | $ | 1 | $ | 24,427 | $ | - | $ | (26,244 | ) | $ | (1,816 | ) | |||||||||||
Stock-based compensation related to options and shares granted to service providers
|
544,095 | 1,446 | - | - | 1,446 | |||||||||||||||||||
Warrants issued to convertible note holder
|
- | - | 109 | - | - | 109 | ||||||||||||||||||
Stock-based compensation related to shares and options granted to directors and employees
|
200,000 | *- | 1,232 | - | - | 1,232 | ||||||||||||||||||
Beneficial conversion feature related to convertible loans
|
- | - | 407 | - | - | 407 | ||||||||||||||||||
Conversion of convertible loans
|
725,881 | *- | 224 | - | - | 224 | ||||||||||||||||||
Exercise of warrants
|
3,832,621 | *- | 214 | - | - | 214 | ||||||||||||||||||
Stock issued for private placement at $0.1818 per unit, net of finder's fee
|
11,500,000 | 1 | 1,999 | - | - | 2,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | (6,244 | ) | (6,244 | ) | ||||||||||||||||
Balance as of December 31, 2007
|
41,004,409 | $ | 2 | $ | 30,058 | $ | - | $ | (32,488 | ) | $ | (2,428 | ) |
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional
paid-in
|
Deferred
Stock - based
|
during the
development
|
stockholders'
equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of December 31, 2007
|
41,004,409 | $ | 2 | $ | 30,058 | $ | - | $ | (32,488 | ) | $ | (2,428 | ) | |||||||||||
Stock-based compensation related to options and stock granted to service providers
|
90,000 | - | 33 | - | - | 33 | ||||||||||||||||||
Stock-based compensation related to stock and options granted to directors and employees
|
- | - | 731 | - | - | 731 | ||||||||||||||||||
Conversion of convertible loans
|
3,644,610 | *- | 1,276 | - | - | 1,276 | ||||||||||||||||||
Exercise of warrants
|
1,860,000 | *- | - | - | - | - | ||||||||||||||||||
Exercise of options
|
17,399 | *- | 3 | - | - | 3 | ||||||||||||||||||
Stock issued for private placement at $0.1818 per unit, net of finder's fee
|
8,625,000 | 1 | 1,499 | - | - | 1,500 | ||||||||||||||||||
Subscription of shares for private placement at $0.1818 per unit
|
- | - | 281 | - | - | 281 | ||||||||||||||||||
Net loss
|
- | - | - | - | (3,472 | ) | (3,472 | ) | ||||||||||||||||
Balance as of December 31, 2008
|
55,241,418 | $ | 3 | $ | 33,881 | $ | - | $ | (35,960 | ) | $ | (2,076 | ) |
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional
paid-in
|
Deferred
Stock - based
|
during the
development
|
stockholders'
equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of December 31, 2008
|
55,241,418 | $ | 3 | $ | 33,881 | $ | - | $ | (35,960 | ) | $ | (2,076 | ) | |||||||||||
Stock-based compensation related to options and stock granted to service providers
|
5,284,284 | *- | 775 | - | 775 | |||||||||||||||||||
Stock-based compensation related to stock and options granted to directors and employees
|
- | - | 409 | - | 409 | |||||||||||||||||||
Conversion of convertible loans
|
2,500,000 | *- | 200 | - | 200 | |||||||||||||||||||
Exercise of warrants
|
3,366,783 | *- | - | - | - | |||||||||||||||||||
Stock issued for amendment of private placement
|
9,916,667 | 1 | - | - | 1 | |||||||||||||||||||
Subscription of shares
|
- | - | 729 | - | 729 | |||||||||||||||||||
Net loss
|
- | - | - | - | (1,781 | ) | (1,781 | ) | ||||||||||||||||
Balance as of December 31, 2009
|
76,309,152 | $ | 4 | $ | 35,994 | $ | - | $ | (37,741 | ) | $ | (1,743 | ) |
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional
paid-in
|
Deferred
Stock - based
|
during the
development
|
stockholders'
equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of December 31, 2009
|
76,309,152 | $ | 4 | $ | 35,994 | - | $ | (37,741 | ) | $ | (1,743 | ) | ||||||||||||
Stock-based compensation related to options and stock granted to service providers
|
443,333 | *- | 96 | - | - | 96 | ||||||||||||||||||
Stock-based compensation related to stock and options granted to directors and employees
|
466,667 | *- | 388 | - | - | 388 | ||||||||||||||||||
Stock issued for amendment of private placement
|
7,250,000 | 1 | 1,750 | - | - | 1,751 | ||||||||||||||||||
Conversion of convertible note
|
402,385 | *- | 135 | - | - | 135 | ||||||||||||||||||
Conversion of convertible loans
|
1,016,109 | *- | 189 | - | - | 189 | ||||||||||||||||||
Issuance of shares
|
2,475,000 | 400 | 400 | |||||||||||||||||||||
Exercise of options
|
1,540,885 | *- | 77 | - | - | 77 | ||||||||||||||||||
Exercise of warrants
|
3,929,446 | *- | 11 | - | - | 11 | ||||||||||||||||||
Subscription of shares for private placement at $0.12 per unit
|
455 | - | - | 455 | ||||||||||||||||||||
Conversion of trade payable to stock
|
201 | 201 | ||||||||||||||||||||||
Issuance of shares on account of previously subscribed shares (See also Note 11B.1.f)
|
2,000,001 | *- | - | - | - | - | ||||||||||||||||||
Net loss
|
(2,419 | ) | (2,419 | ) | ||||||||||||||||||||
Balance as of December 31, 2010
|
95,832,978 | $ | 5 | $ | 39,696 | $ | - | $ | (40,160 | ) | $ | (459 | ) |
Year ended
December 31
|
Period from
September 22, 2000
(inception date)
Through
December 31,
|
|||||||||||
2010
|
2009
|
2010(*)
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$ | (2,419 | ) | $ | (1,781 | ) | $ | (40,160 | ) | |||
Less - loss for the period from discontinued operations
|
- | - | 164 | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation
|
162 | 168 | 698 | |||||||||
amortization of deferred charges
|
- | - | 150 | |||||||||
Severance pay, net
|
11 | (6 | ) | 35 | ||||||||
Accrued interest on loans
|
- | 19 | 448 | |||||||||
Amortization of discount on short-term loans
|
- | - | 1,864 | |||||||||
Change in fair value of options and warrants
|
- | - | (795 | ) | ||||||||
Expenses related to shares and options granted to service providers
|
96 | 775 | 21,037 | |||||||||
Amortization of deferred stock-based compensation related to options granted to employees
|
388 | 409 | 5,686 | |||||||||
Increase in accounts receivable and prepaid expenses
|
(400 | ) | (65 | ) | (486 | ) | ||||||
Increase (decrease) in trade payables and convertible note
|
45 | (9 | ) | 780 | ||||||||
Increase (decrease) in other accounts payable and accrued expenses
|
48 | (254 | ) | 1,461 | ||||||||
Erosion of restricted cash
|
- | - | (6 | ) | ||||||||
Net cash used in continuing operating activities
|
(2,069 | ) | (744 | ) | (9,124 | ) | ||||||
Net cash used in discontinued operating activities (*)
|
- | - | (23 | ) | ||||||||
Total net cash used in operating activities
|
(2,069 | ) | (744 | ) | (9,147 | ) | ||||||
Cash flows from investing activities:
|
||||||||||||
Purchase of property and equipment
|
(5 | ) | - | (1,085 | ) | |||||||
Restricted cash
|
35 | 6 | ||||||||||
Investment in lease deposit
|
6 | 4 | (1 | ) | ||||||||
Net cash used in continuing investing activities
|
1 | 39 | (1,080 | ) | ||||||||
Net cash used in discontinued investing activities (*)
|
- | - | (16 | ) | ||||||||
Total net cash provided by (used in) investing activities
|
1 | 39 | (1,096 | ) | ||||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of Common stock, net
|
2,118 | 730 | 8,717 | |||||||||
Proceeds from loans, notes and issuance of warrants, net
|
- | - | 2,061 | |||||||||
Credit from bank
|
(46 | ) | (26 | ) | - | |||||||
Proceeds from exercise of warrants and options
|
88 | - | 116 | |||||||||
Repayment of short-term loans
|
- | - | (601 | ) | ||||||||
Net cash provided by continuing financing activities
|
2,160 | 704 | 10,293 | |||||||||
Net cash provided by discontinued financing activities (*)
|
- | - | 43 | |||||||||
Total net cash provided by financing activities
|
2,160 | 704 | 10,336 | |||||||||
Increase in cash and cash equivalents
|
92 | (1 | ) | 93 | ||||||||
Cash and cash equivalents at the beginning of the period
|
1 | 2 | - | |||||||||
Cash and cash equivalents at end of the period
|
$ | 93 | $ | 1 | 93 | |||||||
Non-cash financing activities:
|
||||||||||||
Conversion of a trade payable to
Common Stock
|
$ | 200 | ||||||||||
Conversion of a
other accounts payable
to
Common Stock
|
$ | 487 | ||||||||||
Conversion of convertible note
|
$ | 135 | ||||||||||
Conversion of convertible loan
|
$ | 189 |
NOTE 1
|
-
|
GENERAL:
|
|
A.
|
Brainstorm Cell Therapeutics Inc. (formerly: Golden Hand Resources Inc.) (the "Company") was incorporated in the State of Washington on September 22, 2000.
|
|
B.
|
On May 21, 2004, the former major stockholders of the Company entered into a purchase agreement with a group of private investors, who purchased from the former major stockholders 6,880,000 shares of the then issued and outstanding 10,238,000 shares of Common Stock.
|
|
C.
|
On July 8, 2004, the Company entered into a licensing agreement with Ramot of Tel Aviv University Ltd. ("Ramot"), to acquire certain stem cell technology (see Note 3). Subsequent to this agreement, the Company decided to focus on the development of novel cell therapies for neurodegenerative diseases based on the acquired technology and research to be conducted and funded by the Company.
|
|
D.
|
On November 22, 2004, the Company changed its name from Golden Hand Resources Inc. to Brainstorm Cell Therapeutics Inc. to better reflect its new line of business in the development of novel cell therapies for neurodegenerative diseases. BCT, as defined below, owns all operational property and equipment.
|
|
E.
|
On October 25, 2004, the Company formed a wholly-owned subsidiary in Israel, Brainstorm Cell Therapeutics Ltd. ("BCT").
|
|
F.
|
In December 2006, the Company changed its state of incorporation from Washington to Delaware.
|
|
G.
|
On September 17, 2006, the Company's changed the Company's fiscal year-end from March 31 to December 31.
|
|
H.
|
Since its inception, the Company has devoted substantially most of its efforts to research and development, recruiting management and technical staff, acquiring assets and raising capital. In addition, the Company has not generated revenues. Accordingly, the Company is considered to be in the development stage, as defined in Statement of Financial Accounting Standards No. 7, "Accounting and reporting by development Stage Enterprises" ASC 915-10 (formerly "SFAS No. 7").
|
|
I.
|
In October 2010 the Israeli Ministry of Health (“MOH”) granted clearance for a Phase I/II clinical trial using the Company’s autologous NurOwn™ stem cell therapy in patients with ALS. The clearance granted by the MOH to initiate the clinical trials is subject to some additional process specifications as well as completion of the sterility validation study for tests performed in the course of the process (in process controls) and at the end of the process. After the balance sheet date, the sterility validation study report was submitted to the MOH for approval (See Note 15 J).
|
NOTE 1
|
-
|
GENERAL (Cont.)
|
NOTE 2
|
-
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
A.
|
Basis of presentation:
|
|
B.
|
Use of estimates:
|
|
C.
|
Financial statement in U.S. dollars:
|
|
D.
|
Principles of consolidation:
|
|
E.
|
Cash equivalents:
|
NOTE 2
|
-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
F.
|
Property and equipment:
|
%
|
|
Office furniture and equipment
|
7
|
Computer software and electronic equipment
|
33
|
Laboratory equipment
|
15
|
Leasehold improvements
|
Over the shorter of the lease term
(including the option) or useful life |
|
G.
|
Impairment of long-lived assets:
|
|
H.
|
Research and development expenses, net:
|
|
I.
|
Severance pay:
|
NOTE 2
|
-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
J.
|
Accounting for stock-based compensation:
|
|
K.
|
Basic and diluted net loss per share:
|
NOTE 2
|
-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
L.
|
Income taxes:
|
|
M.
|
Fair value of financial instruments:
|
|
N.
|
Impact of recently issued accounting standards:
|
NOTE 3
|
-
|
RESEARCH AND LICENSE AGREEMENT
|
|
a)
|
Ramot released the Company from the Company’s obligation to fund the extended research period in the total amount of $1,140.Therefore the company removed an amount of $ 760 from its research and development expenses that had accumulated in the past.
|
|
b)
|
Past due amounts of $240 for the initial research period plus interest of $32 owed by the Company to Ramot was converted into 1,120,000 restricted shares of common stock on December 30, 2009. Ramot deposited the shares with a broker and may sell the shares in the free market after 185 days from the issuance day.
|
NOTE 3
|
-
|
RESEARCH AND LICENSE AGREEMENT (Cont.)
|
NOTE 4
|
-
|
CONSULTING AGREEMENTS
|
|
A.
|
On July 8, 2004, the Company entered into two consulting agreements with Prof. Eldad Melamed and Prof. Daniel Offen (together, the "Consultants"), upon which the Consultants shall provide the Company scientific and medical consulting services in consideration for a monthly payment of $6 each. In addition, the Company granted each of the Consultants, a fully vested warrant to purchase 1,097,215 shares of Common Stock at an exercise price of $0.01 per share. The warrants issued pursuant to the agreement were issued to the Consultants effective as of November 4, 2004. Each of the warrants is exercisable for a seven-year period beginning on November 4, 2005. As of December 31, 2010 the two consultants exercised the above options to Common Stock of the Company.
|
|
B
.
|
On December 16, 2010, the Company approved a grant of 1,100,000
shares of the Company's Common Stock to the two Consultants, for services rendered through December 31, 2010. Related compensation in the amount of $220 is recorded as research and development expense. A sum of $487 was cancelled concurrent the issuance of the 1,100,000 shares of Common Stock of the Company.
|
NOTE 5
|
-
|
ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
|
December 31,
|
||||||||
2010
|
2009
|
|||||||
Government authorities
|
427 | 14 | ||||||
Prepaid expenses
|
59 | 72 | ||||||
486 | 86 |
NOTE 6
|
-
|
PROPERTY AND EQUIPMENT
|
December 31,
|
||||||||
2010
|
2009
|
|||||||
Cost:
|
||||||||
Office furniture and equipment
|
9 | 9 | ||||||
Computer software and electronic equipment
|
105 | 101 | ||||||
Laboratory equipment
|
349 | 347 | ||||||
Leasehold improvements
|
655 | 655 | ||||||
1,118 | 1,112 | |||||||
Accumulated depreciation:
|
||||||||
Office furniture and equipment
|
3 | 3 | ||||||
Computer software and electronic equipment
|
100 | 84 | ||||||
Laboratory equipment
|
200 | 128 | ||||||
Leasehold improvements
|
396 | 322 | ||||||
699 | 537 | |||||||
Depreciated cost
|
419 | 575 |
NOTE 6
|
-
|
PROPERTY AND EQUIPMENT (Cont.)
|
NOTE 7
|
-
|
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
|
December 31,
|
||||||||
2010
|
2009
|
|||||||
Employee and payroll accruals
|
471 | 404 | ||||||
Ramot accrued expenses
|
60 | - | ||||||
Accrued expenses
|
448 | 992 | ||||||
Other
|
- | 22 | ||||||
979 | 1,418 |
NOTE 8
|
-
|
SHORT-TERM CONVERTIBLE NOTE
|
NOTE 9
|
-
|
SHORT-TERM CONVERTIBLE LOANS
|
|
A.
|
On March 5, 2007, the Company issued a $150 Convertible Promissory Note to a third party. Interest on the note accrues at the rate of 8% per annum for the first year and 10% per annum afterward .The note will become immediately due and payable upon the occurrence of certain events of default, as defined in the note. The third party has the right at any time prior to the close of business on the maturity date to convert all or part of the outstanding principal and interest amount of the note into shares of Common Stock. The conversion price, as defined in the note, will be 75% (60% upon the occurrence of an event of default) of the average of the last bid and ask price of the Common Stock as quoted on the Over-the-Counter Bulletin Board for the five trading days prior to the Company's receipt of the third party written notice of election to convert, but in no event shall the conversion price be greater than $0.35 or more than 3,000,000 shares of Common Stock be issued. The conversion price will be adjusted in the event of a stock dividend, subdivision, combination or stock split of the outstanding shares.
|
NOTE 9
|
-
|
SHORT-TERM CONVERTIBLE LOANS (Cont.)
|
|
B
.
|
On September 10, 2007, the Company entered into a payment agreement with the lender with respect to the Convertible Promissory Notes issued during 2006.
|
Payment date
|
Amount ($)
|
|||
August 16, 2007
|
100 | |||
November 30, 2007
|
100 | |||
January 15, 2008
|
175 | |||
February 28, 2008
|
175 | |||
April 30, 2008
|
175 | |||
June 30, 2008
|
175 | |||
August 31, 2008
|
175 | |||
November 30, 2008
|
175 | |||
January 31, 2009
|
200 |
NOTE 9
|
-
|
SHORT-TERM CONVERTIBLE LOANS (Cont.)
|
Payment date
|
Amount ($)
|
|||
May 30, 2008
|
50 | |||
July 31, 2008
|
50 | |||
September 30, 2008
|
50 | |||
December 31, 2008
|
50 | |||
February 28, 2009
|
50 |
NOTE 10
|
-
|
COMMITMENTS AND CONTINGENCIES
|
|
A.
|
On December 1, 2004, the Israeli subsidiary entered into a lease agreement for the lease of its facilities. The term of the lease was 36 months, with two options to extend. Rent is paid on a quarterly basis in the amount of NIS 23,712 (approximately $6) per month.
|
Period ending December 31,
|
Facilities
|
Vehicles
|
Total
|
|||||||||
2011
|
100 | 2 | 102 | |||||||||
2012
|
100 | - | 100 | |||||||||
200 | 2 | 202 |
|
B.
|
The Company's subsidiary gave a bank guarantee in the amount of $36 to secure its obligation under the facilities lease agreement. In July 29, 2009 the lessor exercised his right and withdraw the amount under the bank guarantee from the bank.
|
NOTE 10
|
-
|
COMMITMENTS AND CONTINGENCIES (Cont.)
|
|
C.
|
On March 20, 2006, the Company entered into a Termination Agreement and General Release (the "Termination Agreement") with Dr. Yaffa Beck, the Company's former President and Chief Executive Officer who resigned her position as an officer and director of the Company on November 10, 2005.
|
|
D.
|
Commitments to pay royalties to the Chief Scientist:
|
|
E.
|
On February 17, 2010 BCT entered into agreement with Hadasit Medical Research Services and Development Ltd ("Hadasit") to conduct clinical trials in ALS patients. In connection with the trials BCT will pay Hadasit $38,190 per patient totaling up to $992,880 as well as $31,250 per month for rental and operation of clean room for a period of 11 months (including one free month rent). In addition, the Company will issue to Hadasit warrants to purchase up to 1,500,000 restricted shares of Company's Common Stock at an exercise price of $0.001 per share, exercisable for a period of 5 years. The warrants shall vest over the course of the trials as follows: 500,000 upon enrolment of 1/3 of the patients; an additional 500,000 upon enrollment of all the patients and the final 500,000 upon completion of the study.
|
|
F.
|
On April 17, 2008, Chapman, Spira & Carson, LLC (“CSC”) filed a breach of contract complaint in the Supreme Court of the State of New York (the “Court”) against the Company. The complaint
alleges that CSC performed its obligations to the Company under a consulting agreement entered into between the parties and that the Company failed to provide CSC with the compensation outlined in the consulting agreement. The complaint seeks compensatory damages in an amount up to approximately $897, as well as costs and attorneys’ fees. On June 5, 2008, the Company filed an answer with the Court. The Company believes CSC’s claims are without merit and cannot predict what impact, if any, this matter may have on the business, its financial condition and results of operations and cash flow.
|
NOTE 11
|
-
|
STOCK CAPITAL
|
|
A.
|
The rights of Common Stock are as follows:
|
|
B.
|
Issuance of shares, warrants and options:
|
1.
|
Private placements:
|
|
a)
|
On June 24, 2004, the Company issued to investors 8,510,000 shares of Common Stock for total proceeds of $60 (net of $25 issuance expenses).
|
NOTE 11
|
-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options:
|
|
b)
|
On February 23, 2005, the Company completed a private placement for sale of 1,894,808 units for total proceeds of $1,418. Each unit consists of one share of Common Stock and a three-year warrant to purchase one share of Common Stock at $2.50 per share. This private placement was consummated in three tranches which closed in October 2004, November 2004 and February 2005.
|
|
c)
|
On May 12, 2005, the Company issued to an investor 186,875 shares of Common Stock for total proceeds of $149 at a price of $0.8 per share.
|
|
d)
|
On July 27, 2005, the Company issued to investors 165,000 shares of Common Stock for total proceeds of $99 at a price of $0.6 per share.
|
|
e)
|
On August 11, 2005, the Company signed a private placement agreement with investors for the sale of up to 1,250,000 units at a price of $0.8 per unit. Each unit consists of one share of Common Stock and one warrant to purchase one share of Common Stock at $1.00 per share. The warrants are exercisable for a period of three years from issuance. On September 30, 2005, the Company sold 312,500 units for total net proceeds of $225. On December 7, 2005, the Company sold 187,500 units for total net proceeds of $135.
|
|
f)
|
On July 2, 2007, the Company entered into an investment agreement, pursuant to which the Company agreed to sell up to 27,500,000 shares of Common Stock, for an aggregate subscription price of up to $5 million and warrants to purchase up to 30,250,000 shares of Common Stock.
|
|
(a)
|
The investor shall invest the remaining amount of the original investment agreement at price per share of $0.12 in monthly installments of not less then $50 starting August 1, 2009.
|
|
(b)
|
The exercise price of the last 10,083,334 warrants will decrease from an exercise price of $0.36 per share to $0.29 per share.
|
|
(c)
|
All warrants will expire on November 5, 2013 instead of November 5, 2011.
|
|
(d)
|
The price per share of the investment agreement shall decreased from $0.1818 to $0.12, Therefore the Company shall adjust the number of Shares of Common Stock issuable pursuant the investment agreement retroactively and shall issue to the investor additional 9,916,667 Shares of Common Stock for past investment. On October 28, 2009, the 9,916,667 Shares of Common Stock were issued.
|
|
(e)
|
The investor shall have the right to cease payments in the event that the price per share as of the closing on five consecutive trading days shall decrease to $0.05.
|
NOTE 11
|
-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options:
|
|
As of December 31, 2010, the investor completed payment of the first five installments and $730 out of $750 of the sixth installment and the Company issued to the investor and its designees an aggregate of 31,166,667 shares of common stock and a warrant to purchase 10,083,333 shares of the Company's common stock at an exercise price of $0.20 per share and a warrant to purchase 15,629,167 shares of common stock at an exercise price of $0.29 per share. The warrants may be exercised at any time and expire on November 5, 2013. Following the balance sheet date, the investor and the Company signed an agreement to balance amounts due to the investor against the remaining balance of the investment. The Company issued the remaining 10,499,999 shares of common stock and a warrant to purchase 4,539,500 shares of the Company's common stock at an exercise price of $0.20 per share (See Note 15 C).
|
|
In addition, the Company agreed to issue an aggregate of 1,250,000 shares of Common Stock to a related party as an introduction fee for the investment. The shares shall be issued pro rata to the funds received from the investor.
|
|
As of December 31, 2010, the introduction fee was paid in full.
|
|
(f)
|
On January 25, 2010, the Company issued 1,250,000 units for total proceeds of $250 from private investor. Each unit consists of one share of Common Stock and a two-year warrant to purchase one share of Common Stock at $0.50 per share.
|
|
(g)
|
On February 17, 2010 the Company entered into a private investment agreement with three investors. The Company agreed to issue to the investors an aggregate of 6,000,000 shares of Common Stock (2,000,000 for each investor) and two years warrants, to purchase an aggregate of 3,000,000 shares of Common Stock with an exercise price of $0.5 for an aggregate amount of $1,500.
|
2.
|
Share-based compensation to employees and to directors:
|
a)
|
Options to employees and directors:
|
NOTE 11
|
-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options
|
2.
|
Share-based compensation to employees and to directors:
|
NOTE 11
|
-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
2.
|
Share-based compensation to employees and to directors: (Cont.)
|
NOTE 11-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
2.
|
Share-based compensation to employees and to directors: (Cont.)
|
|
*
|
An option for the purchase of 166,666 shares of Common Stock at an exercise price equal to $0.00005 per share to Mr. Israeli; and
|
|
*
|
An option for the purchase of 33,334 shares of Common Stock at an exercise price equal to $0.00005 per share to Hadasit,
|
|
*
|
Such options will vest and become exercisable in twelve (12) consecutive equal monthly amounts.
|
|
On December 16, 2010, the Company granted to two of its directors an option to purchase 400,000 shares of Common Stock at an exercise price of $0.15 per share. The options are fully vested and are exercisable for a period of 10 years. The compensation related to the option, in the amount of $78, was recorded as general and administrative expense
|
|
On December 16, 2010, the Company approved the grant to two Board members 400,000 Common Stock of the Company. The compensation related to the option, in the amount of $80, was recorded as general and administrative expense
|
|
On December 16, 2010, the Company approved the grant to its three Scientific Board members 300,000 Common Stock of the Company. The compensation related to the option, in the amount of $60, was recorded as research and development expense
|
NOTE 11-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
2.
|
Share-based compensation to employees and to directors: (Cont.)
|
Year ended December 31, 2010
|
||||||||||||
Amount of
options
|
Weighted
average
exercise
price
|
Aggregate
intrinsic
value
|
||||||||||
$ | $ | |||||||||||
Outstanding at beginning of period
|
6,488,361 | 0.187 | ||||||||||
Granted
|
1,266,666 | 0.176 | ||||||||||
Exercised
|
(443,670 | ) | 0.150 | |||||||||
Cancelled
|
(418,333 | ) | 0.337 | |||||||||
Outstanding at end of period
|
6,893,024 | 0.183 | 1,264,634 | |||||||||
Vested and expected-to-vest at end of period
|
4,726,358 | 0.19601 | 926,435 |
Year ended December 31, 2009
|
||||||||||||
Amount of
options
|
Weighted
average
exercise
price
|
Aggregate
intrinsic
value
|
||||||||||
$ | $ | |||||||||||
Outstanding at beginning of period
|
5,433,361 | 0.244 | - | |||||||||
Granted
|
1,650,000 | 0.082 | ||||||||||
Exercised
|
- | - | ||||||||||
Cancelled
|
(595,000 | ) | 0.419 | |||||||||
Outstanding at end of period
|
6,488,361 | 0.187 | 704,770 | |||||||||
Vested and expected-to-vest at end of period
|
4,501,417 | 0.222 | 385,553 |
|
*)
|
During 2008, the Company extended the exercise period for some of it employees that were terminated. The extension was accounted for as modification in accordance with
ASC 718-10. According to
ASC 718-10, modifications are treated as an exchange of the original award, resulting in additional compensation expense based on the difference between the fair value of the new award and the original award immediately before modification. Applying modification accounting resulted in additional compensation expense for the year ended December 31, 2008, amounted to $6
|
NOTE 11-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
2.
|
Share-based compensation to employees and to directors: (Cont.)
|
a)
|
Options to employees and directors: (cont.)
|
Options
outstanding as
of
|
Weighted
Average
remaining
contractual
|
Options
exercisable as
of
|
||||||||||
Exercise price
|
December 31,
|
Life
|
December 31,
|
|||||||||
$
|
2010
|
Years
|
2010
|
|||||||||
0.15
|
4,161,357 | 4.66 | 4,028,024 | |||||||||
0.75
|
80,000 | 4.19 | 80,000 | |||||||||
0.4
|
130,000 | 5.48 | 130,000 | |||||||||
0.47
|
460,000 | 6.22 | 460,000 | |||||||||
0.39
|
145,000 | 6.50 | 145,000 | |||||||||
0.067
|
1,216,667 | 8.05 | 450,000 | |||||||||
0.32
|
30,000 | 9.12 | 0 | |||||||||
0.18
|
670,000 | 9.50 | 0 | |||||||||
6,893,024 | 5.90 | 5,293,024 |
Year ended December 31,
|
||||||||
2010
|
2009
|
|||||||
Expected volatility
|
134%-141% | 140%-143% | ||||||
Risk-free interest
|
2.26%-3.47% | 0.47%-3.85% | ||||||
Dividend yield
|
0% | 0% | ||||||
Expected life of up to (years)
|
6-10 | 2-10 | ||||||
Forfeiture rate
|
0 | 0 |
NOTE 11-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
2.
|
Share-based compensation to employees and to directors: (Cont.)
|
b)
|
Restricted shares to directors:
|
3.
|
Shares and warrants to service providers:
|
NOTE 11-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
3.
|
Shares and warrants to service providers and investors: (Cont.)
|
Issuance date
|
Number of
warrants
issued
|
Exercised
|
Forfeited
|
Outstanding
|
Exercise
Price $
|
Warrants exercisable
|
Exercisable through
|
|||||||||||||||||||||
November 2004
|
12,800,845 | 6,508,708 | 144,724 | 6,147,413 | 0.01 | 6,147,413 |
November 2012
|
|||||||||||||||||||||
December 2004
|
1,800,000 | 1,800,000 | - | 0.00005 | — | - | ||||||||||||||||||||||
February 2005
|
1,894,808 | 1,894,808 | - | 2.5 | - | |||||||||||||||||||||||
May 2005
|
47,500 | 47,500 | 1.62 | — | - | |||||||||||||||||||||||
June 2005
|
30,000 | 30,000 | 0.75 | — | - | |||||||||||||||||||||||
August 2005
|
70,000 | 70,000 | - | 0.15 | - | - | ||||||||||||||||||||||
September 2005
|
3,000 | 3,000 | - | 0.15 | - | - | ||||||||||||||||||||||
September 2005
|
36,000 | 36,000 | 0.75 | — | - | |||||||||||||||||||||||
September-December 2005
|
500,000 | 500,000 | - | 1 | - | - | ||||||||||||||||||||||
December 2005
|
20,000 | 20,000 | - | 0.15 | - | - | ||||||||||||||||||||||
December 2005
|
457,163 | 457,163 | 0.15 | — | - | |||||||||||||||||||||||
February 2006
|
230,000 | 230,000 | 0.65 | 230,000 |
February 2016
|
|||||||||||||||||||||||
February 2006
|
40,000 | 40,000 | 1.5 | 40,000 |
February 2011
|
|||||||||||||||||||||||
February 2006
|
8,000 | 8,000 | 0.15 | 8,000 |
February 2011
|
|||||||||||||||||||||||
February 2006
|
189,000 | 97,696 | 91,304 | - | 0. 5 | - | - | |||||||||||||||||||||
May 2006
|
50,000 | 50,000 | 0.0005 | 50,000 |
May 2016
|
|||||||||||||||||||||||
May -December 2006
|
48,000 | 48,000 | 0.35 | 48,000 |
May - December 2011
|
|||||||||||||||||||||||
May -December 2006
|
48,000 | 48,000 | 0.75 | 48,000 |
May - December 2011
|
|||||||||||||||||||||||
May 2006
|
200,000 | 200,000 | 1 | 200,000 |
May 2011
|
|||||||||||||||||||||||
June 2006
|
24,000 | 24,000 | 0.15 | 24,000 |
June 2011
|
|||||||||||||||||||||||
May 2006
|
19,355 | 19,355 | 0.15 | 19,355 |
May 2011
|
|||||||||||||||||||||||
October 2006
|
630,000 | 630,000 | - | 0.3 | - | - | ||||||||||||||||||||||
December 2006
|
200,000 | 200,000 | - | 0.45 | - | - | ||||||||||||||||||||||
March 2007
|
200,000 | 200,000 | 0.47 | 200,000 |
March 2012
|
|||||||||||||||||||||||
March 2007
|
500,000 | 500,000 | 0.47 | 458,333 |
March 2017
|
|||||||||||||||||||||||
March 2007
|
50,000 | 50,000 | 0.15 | — | - | |||||||||||||||||||||||
March 2007
|
15,000 | 15,000 | 0.15 | 15,000 |
February 2012
|
|||||||||||||||||||||||
February 2007
|
50,000 | 50,000 | - | 0.45 | - | - | ||||||||||||||||||||||
March 2007
|
225,000 | 225,000 | - | 0.45 | - | - | ||||||||||||||||||||||
March 2007
|
50,000 | 50,000 | 0.45 | — | - | |||||||||||||||||||||||
April 2007
|
33,300 | 25,000 | 8,300 | 0.45 | — | - | ||||||||||||||||||||||
May 2007
|
250,000 | 250,000 | - | 0.45 | - | - | ||||||||||||||||||||||
July 2007
|
500,000 | 500,000 | 0.39 | 402,778 |
July 2017
|
|||||||||||||||||||||||
September 2007
|
500,000 | 500,000 | 0.15 | 500,000 |
August 2017
|
|||||||||||||||||||||||
August 2007
|
7,562,500 | 7,562,500 | 0.2 | 7,562,500 |
November 2013
|
|||||||||||||||||||||||
July 2007
|
30,000 | 30,000 | - | 0.45 | - | - | ||||||||||||||||||||||
July 2007
|
100,000 | 100,000 | 0.45 | — | - | |||||||||||||||||||||||
October 2007
|
200,000 | 200,000 | 0.15 | 200,000 |
August-October 2017
|
|||||||||||||||||||||||
November 2007
|
2,520,833 | 2,520,833 | 0.20 | 2,520,833 |
November 2013
|
|||||||||||||||||||||||
November 2007
|
2,016,667 | 2,016,667 | 0.29 | 2,016,667 |
November 2013
|
|||||||||||||||||||||||
April 2008
|
4,537,500 | 4,537,500 | 0.29 | 4,537,500 |
November 2013
|
|||||||||||||||||||||||
August 2008
|
3,529,166 | 3,529,166 | 0.29 | 3,529,166 |
November 2013
|
|||||||||||||||||||||||
August 2008
|
1,008,333 | 1,008,333 | 0.36 | 1,008,333 |
November 2013
|
|||||||||||||||||||||||
November 2008
|
100,000 | 100,000 | 0.15 | 100,000 |
September 2018
|
|||||||||||||||||||||||
April 2009
|
200,000 | 200,000 | 0.1 | - |
April 2019
|
|||||||||||||||||||||||
October 2009
|
200,000 | 200,000 | 0.067 | - |
October 2019
|
|||||||||||||||||||||||
October 2009
|
4,537,500 | 4,537,500 | 0.29 | 4,537,500 |
November 2013
|
|||||||||||||||||||||||
January 2010
|
1,250,000 | 1,250,000 | 0.50 | 1,250,000 |
January 2012
|
|||||||||||||||||||||||
February 2010
|
125,000 | 125,000 | 0.01 | 125,000 |
February 2020
|
|||||||||||||||||||||||
February 2010
|
3,000,000 | 3,000,000 | 0.50 | 3,000,000 |
February 2012
|
|||||||||||||||||||||||
52,636,470 | 9,059,404 | 3,480,836 | 40,096,230 | 38,778,378 |
NOTE 11-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
3.
|
Shares and warrants to service providers: (Cont.)
|
b)
|
Shares:
|
NOTE 11-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
3.
|
Shares and warrants to service providers: (Cont.)
|
b)
|
Shares: (Cont.)
|
NOTE 11-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
3.
|
Shares and warrants to service providers: (Cont.)
|
b)
|
Shares: (Cont.)
|
NOTE 11-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
3.
|
Shares and warrants to service providers: (Cont.)
|
b)
|
Shares: (Cont.)
|
NOTE 11-
|
STOCK CAPITAL (Cont.)
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
3.
|
Shares and warrants to service providers: (Cont.)
|
Year ended December 31,
|
Year ended December 31,
|
|||||||||||||||
2010
|
2009
|
|||||||||||||||
Amount of shares
|
Weighted
average
issue
price
|
Amount
of shares
|
Weighted
average
issue
price
|
|||||||||||||
$
|
$
|
|||||||||||||||
Outstanding at beginning of period
|
8,225,508 | 0.26 | 2,941,224 | 0.85 | ||||||||||||
Issued
|
1,510,000 | 0.2 | 5,284,284 | 0.18 | ||||||||||||
Outstanding at end of period
|
9,735,508 | 0.25 | 8,225,508 | 0.26 |
c)
|
Stock-based compensation and issuance of shares recorded by the Company in respect of shares and warrants granted to service providers amounted to $96 and $775 for the year ended December 31, 2010 and 2009, respectively.
|
Year ended
December 31,
|
Period from
September 22,
2000 (inception
date) through
December 31,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
Research and development
|
325 | 289 | 17,239 | |||||||||
General and administrative
|
560 | 895 | 9,038 | |||||||||
Financial expenses, net
|
- | 56 | ||||||||||
Total stock-based compensation expense
|
885 | 1,184 | 26,333 |
NOTE 12-
|
RESEARCH AND DEVELOPMENT, NET
|
December 31,
|
Period from
September 22,
2000 (inception
date) through
December 31,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
Research and development
|
1,385 | 1,069 | 24,756 | |||||||||
Less : Ramot reverse accruals (See Note 3)
|
- | (760 | ) | (760 | ) | |||||||
Less : Participation by the Israeli Office of the Chief Scientist
|
(340 | ) | (128 | ) | (1,266 | ) | ||||||
1,045 | 181 | 22,730 |
NOTE 13-
|
TAXES ON INCOME
|
A.
|
Tax rates applicable to the income of the subsidiary:
|
B.
|
Tax laws applicable to the income of the Subsidiary:
|
C.
|
Changes in the tax laws applicable to the income of the Subsidiary:
|
NOTE 13-
|
TAXES ON INCOME (Cont.)
|
D.
|
Deferred income taxes:
|
December 31,
|
||||||||
2010
|
2009
|
|||||||
Operating loss carryforward
|
32,165 | 30,206 | ||||||
Net deferred tax asset before valuation allowance
|
13,187 | 12,858 | ||||||
Valuation allowance
|
(13,187 | ) | (12,858 | ) | ||||
Net deferred tax asset
|
- | - |
E.
|
Available carryforward tax losses:
|
F.
|
Loss from continuing operations, before taxes on income, consists of the following:
|
Year ended December 31,
|
||||||||
2010
|
2009
|
|||||||
United States
|
(1,235 | ) | (890 | ) | ||||
Israel
|
(1,165 | ) | (891 | ) | ||||
(2,400 | ) | (1,781 | ) |
G.
|
Due to the company cumulative losses the effect of ASC 740 as codified from ASC 740-10 (formerly FIN 48) are not material.
|
H.
|
BCT has not received final tax assessments since its incorporation.
|
NOTE 14-
|
TRANSACTIONS WITH RELATED PARTIES
|
Year ended December 31,
|
||||||||
2010
|
2009
|
|||||||
A.
Fees and related benefits and compensation expenses in respect of options granted to a member of the Board who is a related party
|
318 | 27 |
B.
|
As for transactions with Ramot, see Note 3.
|
NOTE 15-
|
SUBSEQUENT EVENTS
|
A.
|
In January and February 2011, the Company received additional grants from the Chief Scientific Officer, totaling $381, as its participation in 2010 Research and Development costs.
|
B.
|
In January 2011 Ramot exercised additional 167,530 Common Stock of the Company, for $35, which finalized the sale of the 1,120,000 Common Stock of the Company granted to Ramot for $235. In February 2011 the Company paid the remaining $5 and finalized the balance due to Ramot according to the settlement agreement between the parties dated December 24, 2009 (See Note 4).
|
C.
|
On January 18, 2011 the Company and an investor signed an agreement to balance amounts due to the investor, totaling $20, against the remaining balance of the investment. The Company issued to the investor 10,499,999 shares of Common Stock and a warrant to purchase 4,539,500 shares of the Company's Common Stock at an exercise price of $0.20 per share (see Note 15 B 1 (f)).
|
D.
|
On January 30, 2011 the Company signed an agreement with a new COO and acting CEO. According to the employment agreement, the new COO received 450,000 options to purchase Common Stock of the Company at $0.20.
|
E.
|
On February 7, 2011, the Company issued 833,333 shares of Common Stock, at a price of $0.3 per share, and a warrant to purchase 641,026 shares of the Company's Common Stock at an exercise price of $0.39 per share for one year for total proceeds of $250.
|
F.
|
On February 16, 2011 one of the Company's consultants exercised 100,000 warrants to Common Stock for $33.
|
G.
|
On February 17, 2011, one of the Company’s former employees exercised 56,330 options for $23.
|
H.
|
On February 18, 2011, the Company's legal advisor converted the entire accrued principal and interest of the Convertible Promissory Note granted on September 15, 2010, totaling $137, into 445,617 shares of Common Stock ( See Note 8).
|
I.
|
On February 23, 2011, the Company entered into an investment agreement, pursuant to which the Company agreed to sell up to 12,815,000 shares of Common Stock, for an aggregate subscription price of up to $3.6 million and warrants to purchase up to 19,222,500 shares of Common Stock as follows: warrant to purchase 12,815,000 shares of Common Stock at $0.5 for two years, and warrants to purchase 6,407,500 shares of Common Stock at $0.28 for one year.
|
NOTE 15-
|
SUBSEQUENT EVENTS (Cont.)
|
J.
|
On February 23, 2011, the Company submitted to the MOH, the sterility validation study report, as required in the clearance granted by the MOH to the Company in October 2010, for a Phase I/II clinical trial using the Company’s autologous NurOwn™ stem cell therapy in patients with ALS. (See note 1 I).
|
K.
|
In February 2011, the U.S. Food and Drug Administration (FDA) has granted orphan drug designation to the Company’s NurOwn™ autologous adult stem cell product candidate for the treatment of amyotrophic lateral sclerosis (ALS).
|
Page
|
|
Consolidated Balance Sheets
|
F-46
|
Consolidated Statements of Operations
|
F-47
|
Statements of Changes in Stockholders' Equity (Deficiency)
|
F-48 – F-56
|
Consolidated Statements of Cash Flows
|
F-57
|
Notes to Consolidated Financial Statements
|
F-58 - F-75
|
September 30,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
Unaudited
|
Audited
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 2,390 | $ | 93 | ||||
Accounts receivable
|
369 | 427 | ||||||
Prepaid expenses
|
38 | 59 | ||||||
Total current assets
|
2,797 | 579 | ||||||
Long-Term Investments:
|
||||||||
Prepaid expenses
|
9 | 1 | ||||||
Severance pay fund
|
98 | 90 | ||||||
Total long-term investments
|
107 | 91 | ||||||
Property And Equipment, Net
|
341 | 419 | ||||||
Total assets
|
$ | 3,245 | $ | 1,089 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
|
||||||||
Current Liabilities:
|
||||||||
Trade payables
|
$ | 159 | $ | 307 | ||||
Accrued expenses
|
555 | 508 | ||||||
Other accounts payable
|
94 | 471 | ||||||
Short-term convertible note
|
- | 137 | ||||||
Total current liabilities
|
808 | 1,423 | ||||||
Accrued Severance Pay
|
101 | 125 | ||||||
Total liabilities
|
909 | 1,548 | ||||||
Stockholders' Equity (Deficiency):
|
||||||||
Stock capital: (Note 8)
|
6 | 5 | ||||||
Common stock of $0.00005 par value - Authorized: 800,000,000 shares at September 30, 2011 and December 31, 2010; Issued and outstanding: 125,619,309 and 95,832,978 shares at September 30, 2011 and
December 31,2010 respectively.
|
||||||||
Additional paid-in-capital
|
44,986 | 39,696 | ||||||
Deficit accumulated during the development stage
|
(42,656 | ) | (40,160 | ) | ||||
Total stockholders' equity (deficiency)
|
2,336 | (459 | ) | |||||
Total liabilities and stockholders' equity (deficiency)
|
$ | 3,245 | $ | 1,089 | ||||
Nine months
ended September 30
|
Three months
ended September 30
|
Period from
September 22, 2000 (inception date) through September 30,
|
||||||||||||||||||
2011
|
2010
|
2011
|
2010
|
2011
|
||||||||||||||||
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||||||||||
Operating costs and expenses:
|
||||||||||||||||||||
Research and development, net
|
$ | 1,032 | $ | 958 | $ | 176 | $ | 371 | $ | 23,762 | ||||||||||
General and administrative
|
1,459 | 902 | 564 | 264 | 16,257 | |||||||||||||||
Total operating costs and expenses
|
2,491 | 1,860 | 740 | 635 | 40,019 | |||||||||||||||
Financial expenses (income), net
|
132 | 49 | (46 | ) | 45 | 2,528 | ||||||||||||||
Other income
|
132 | - | - | - | 132 | |||||||||||||||
Operating loss
|
2,491 | 1,909 | 694 | 680 | 42,415 | |||||||||||||||
Taxes on income
|
5 | 24 | - | 24 | 77 | |||||||||||||||
Loss from continuing operations
|
2,496 | 1,933 | 694 | 704 | 42,492 | |||||||||||||||
Net loss from discontinued operations
|
- | - | - | - | 164 | |||||||||||||||
Net loss
|
$ | 2,496 | $ | 1,933 | $ | 694 | $ | 704 | 42,656 | |||||||||||
Basic and diluted net loss per share from continuing operations
|
$ | 0.02 | $ | 0.02 | $ | 0.01 | $ | 0.01 | ||||||||||||
Weighted average number of shares outstanding used in computing basic
and diluted net loss per share
|
118,106,658 | 87,592,831 | 124,596,807 | 91,606,177 | ||||||||||||||||
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional paid-in
|
Deferred
Stock - based
|
during the development
|
stockholders' equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of September 22, 2000 (date of inception)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Stock issued on September 22, 2000 for cash
at $0.00188 per share
|
8,500,000 | 1 | 16 | - | - | 17 | ||||||||||||||||||
Stock issued on March 31, 2001 for cash at $0.0375 per share
|
1,600,000 | * - | 60 | - | - | 60 | ||||||||||||||||||
Contribution of capital
|
- | - | 8 | - | - | 8 | ||||||||||||||||||
Net loss
|
- | - | - | - | (17 | ) | (17 | ) | ||||||||||||||||
Balance as of
March 31
, 2001
|
10,100,000 | 1 | 84 | - | (17 | ) | 68 | |||||||||||||||||
Contribution of capital
|
- | - | 11 | - | - | 11 | ||||||||||||||||||
Net loss
|
- | - | - | - | (26 | ) | (26 | ) | ||||||||||||||||
Balance as of
March 31
, 2002
|
10,100,000 | 1 | 95 | - | (43 | ) | 53 | |||||||||||||||||
Contribution of capital
|
- | - | 15 | - | - | 15 | ||||||||||||||||||
Net loss
|
- | - | - | - | (47 | ) | (47 | ) | ||||||||||||||||
Balance as of
March 31
, 2003
|
10,100,000 | 1 | 110 | - | (90 | ) | 21 | |||||||||||||||||
2-for-1 stock split
|
10,100,000 | * - | - | - | - | - | ||||||||||||||||||
Stock issued on August 31, 2003 to purchase mineral option at $0.065 per share
|
100,000 | * - | 6 | - | - | 6 | ||||||||||||||||||
Cancellation of shares granted to Company's President
|
(10,062,000 | ) | * - | * - | - | - | - | |||||||||||||||||
Contribution of capital
|
- | * - | 15 | - | - | 15 | ||||||||||||||||||
Net loss
|
- | - | - | - | (73 | ) | (73 | ) | ||||||||||||||||
Balance as of
March 31
, 2004
|
10,238,000 | $ | 1 | $ | 131 | $ | - | $ | (163 | ) | $ | (31 | ) | |||||||||||
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional paid-in
|
Deferred
Stock - based
|
during the development
|
stockholders' equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of March 31, 2004
|
10,238,000 | $ | 1 | $ | 131 | $ | - | $ | (163 | ) | $ | (31 | ) | |||||||||||
Stock issued on June 24, 2004 for private placement at $0.01 per share, net of $25,000 issuance expenses
|
8,510,000 | * - | 60 | - | - | 60 | ||||||||||||||||||
Contribution capital
|
- | - | 7 | - | - | 7 | ||||||||||||||||||
Stock issued in 2004 for private placement at $0.75 per unit
|
1,894,808 | * - | 1,418 | - | - | 1,418 | ||||||||||||||||||
Cancellation of shares granted to service providers
|
(1,800,000 | ) | * - | - | - | - | ||||||||||||||||||
Deferred stock-based compensation related to options granted to employees
|
- | - | 5,979 | (5,979 | ) | - | - | |||||||||||||||||
Amortization of deferred stock-based compensation related to shares and options granted to employees
|
- | - | - | 584 | - | 584 | ||||||||||||||||||
Compensation related to shares and options granted to service providers
|
2,025,000 | * - | 17,506 | - | - | 17,506 | ||||||||||||||||||
Net loss
|
- | - | - | - | (18,840 | ) | (18,840 | ) | ||||||||||||||||
Balance as of March 31, 2005
|
20,867,808 | $ | 1 | $ | 25,101 | $ | (5,395 | ) | $ | (19,003 | ) | $ | 704 | |||||||||||
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional paid-in
|
Deferred
Stock - based
|
during the development
|
stockholders' equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of March 31, 2005
|
20,867,808 | $ | 1 | $ | 25,101 | $ | (5,395 | ) | $ | (19,003 | ) | $ | 704 | |||||||||||
Stock issued on May 12, 2005 for private placement at $0.8 per share
|
186,875 | * - | 149 | - | - | 149 | ||||||||||||||||||
Stock issued on July 27, 2005 for private placement at $0.6 per share
|
165,000 | * - | 99 | - | - | 99 | ||||||||||||||||||
Stock issued on September 30, 2005 for private placement at $0.8 per share
|
312,500 | * - | 225 | - | - | 225 | ||||||||||||||||||
Stock issued on December 7, 2005 for private placement at $0.8 per share
|
187,500 | * - | 135 | - | - | 135 | ||||||||||||||||||
Forfeiture of options granted to employees
|
- | - | (3,363 | ) | 3,363 | - | - | |||||||||||||||||
Deferred stock-based compensation related to shares and options granted to directors and employees
|
200,000 | * - | 486 | (486 | ) | - | - | |||||||||||||||||
Amortization of deferred stock-based compensation related to options and shares granted to employees and directors
|
- | - | 51 | 1,123 | - | 1,174 | ||||||||||||||||||
Stock-based compensation related to options and shares granted to service providers
|
934,904 | * - | 662 | - | - | 662 | ||||||||||||||||||
Reclassification due to application of ASC 815-40-25 (formerly EITF 00-19)
|
- | - | (7,906 | ) | (7,906 | ) | ||||||||||||||||||
Beneficial conversion feature related to a convertible bridge loan
|
- | - | 164 | - | - | 164 | ||||||||||||||||||
Net loss
|
- | - | - | - | (3,317 | ) | (3,317 | ) | ||||||||||||||||
Balance as of March 31, 2006
|
22,854,587 | $ | 1 | $ | 15,803 | $ | (1,395 | ) | $ | (22,320 | ) | $ | (7,911 | ) |
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional paid-in
|
Deferred
Stock - based
|
during the development
|
stockholders' equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of March 31, 2006
|
22,854,587 | $ | 1 | $ | 15,803 | $ | (1,395 | ) | $ | (22,320 | ) | $ | (7,911 | ) | ||||||||||
Elimination of deferred stock compensation due to implementation of ASC 718-10 (formerly SFAS 123(R))
|
- | - | (1,395 | ) | 1,395 | - | - | |||||||||||||||||
Stock-based compensation related to shares and options granted to directors and employees
|
200,000 | * - | 1,168 | - | - | 1,168 | ||||||||||||||||||
Reclassification due to application of ASC 815-40-25 (formerly EITF 00-19)
|
- | - | 7,191 | - | - | 7,191 | ||||||||||||||||||
Stock-based compensation related to options and shares granted to service providers
|
1,147,225 | - | 453 | - | - | 453 | ||||||||||||||||||
Warrants issued to convertible note holder
|
- | - | 11 | - | - | 11 | ||||||||||||||||||
Warrants issued to loan holder
|
- | - | 110 | - | - | 110 | ||||||||||||||||||
Beneficial conversion feature related to convertible bridge loans
|
- | - | 1,086 | - | - | 1,086 | ||||||||||||||||||
Net loss
|
- | - | - | - | (3,924 | ) | (3,924 | ) | ||||||||||||||||
Balance as of December 31, 2006
|
24,201,812 | $ | 1 | $ | 24,427 | $ | - | $ | (26,244 | ) | $ | (1,816 | ) | |||||||||||
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional paid-in
|
Deferred
Stock - based
|
during the development
|
stockholders' equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of December 31, 2006
|
24,201,812 | $ | 1 | $ | 24,427 | $ | - | $ | (26,244 | ) | $ | (1,816 | ) | |||||||||||
Stock-based compensation related to options and shares granted to service providers
|
544,095 | 1,446 | - | - | 1,446 | |||||||||||||||||||
Warrants issued to convertible note holder
|
- | - | 109 | - | - | 109 | ||||||||||||||||||
Stock-based compensation related to shares and options granted to directors and employees
|
200,000 | * - | 1,232 | - | - | 1,232 | ||||||||||||||||||
Beneficial conversion feature related to convertible loans
|
- | - | 407 | - | - | 407 | ||||||||||||||||||
Conversion of convertible loans
|
725,881 | * - | 224 | - | - | 224 | ||||||||||||||||||
Exercise of warrants
|
3,832,621 | * - | 214 | - | - | 214 | ||||||||||||||||||
Stock issued for private placement at $0.1818 per unit, net of finder's fee
|
11,500,000 | 1 | 1,999 | - | - | 2,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | (6,244 | ) | (6,244 | ) | ||||||||||||||||
Balance as of December 31, 2007
|
41,004,409 | $ | 2 | $ | 30,058 | $ | - | $ | (32,488 | ) | $ | (2,428 | ) | |||||||||||
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional paid-in
|
Deferred
Stock - based
|
during the development
|
stockholders' equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of December 31, 2007
|
41,004,409 | $ | 2 | $ | 30,058 | $ | - | $ | (32,488 | ) | $ | (2,428 | ) | |||||||||||
Stock-based compensation related to options and stock granted to service providers
|
90,000 | - | 33 | - | - | 33 | ||||||||||||||||||
Stock-based compensation related to stock and options granted to directors and employees
|
- | - | 731 | - | - | 731 | ||||||||||||||||||
Conversion of convertible loans
|
3,644,610 | * - | 1,276 | - | - | 1,276 | ||||||||||||||||||
Exercise of warrants
|
1,860,000 | * - | - | - | - | - | ||||||||||||||||||
Exercise of options
|
17,399 | * - | 3 | - | - | 3 | ||||||||||||||||||
Stock issued for private placement at $0.1818 per unit, net of finder's fee
|
8,625,000 | 1 | 1,499 | - | - | 1,500 | ||||||||||||||||||
Subscription of shares for private placement at $0.1818 per unit
|
- | - | 281 | - | - | 281 | ||||||||||||||||||
Net loss
|
- | - | - | - | (3,472 | ) | (3,472 | ) | ||||||||||||||||
Balance as of December 31, 2008
|
55,241,418 | $ | 3 | $ | 33,881 | $ | - | $ | (35,960 | ) | $ | (2,076 | ) | |||||||||||
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional paid-in
|
Deferred
Stock - based
|
during the development
|
stockholders' equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of December 31, 2008
|
55,241,418 | $ | 3 | $ | 33,881 | $ | - | $ | (35,960 | ) | $ | (2,076 | ) | |||||||||||
Stock-based compensation related to options and stock granted to service providers
|
5,284,284 | (* | ) | 775 | - | 775 | ||||||||||||||||||
Stock-based compensation related to stock and options granted to directors and employees
|
- | - | 409 | - | 409 | |||||||||||||||||||
Conversion of convertible loans
|
2,500,000 | (* | ) | 200 | - | 200 | ||||||||||||||||||
Exercise of warrants
|
3,366,783 | (* | ) | - | - | - | ||||||||||||||||||
Stock issued for amendment of private placement
|
9,916,667 | 1 | - | - | 1 | |||||||||||||||||||
Subscription of shares
|
- | - | 729 | - | 729 | |||||||||||||||||||
Net loss
|
- | - | - | - | (1,781 | ) | (1,781 | ) | ||||||||||||||||
Balance as of December 31, 2009
|
76,309,152 | $ | 4 | $ | 35,994 | $ | - | $ | (37,741 | ) | $ | (1,743 | ) | |||||||||||
Common stock | Additional paid-in |
Deferred
Stock-based
|
Deficit accumulated during the development | Total stockholders' equity | ||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of December 31, 2009
|
76,309,152 | $ | 4 | $ | 35,994 | - | $ | (37,741 | ) | $ | (1,743 | ) | ||||||||||||
Stock-based compensation related to options and stock granted to service providers
|
443,333 | - | 96 | - | - | 96 | ||||||||||||||||||
Stock-based compensation related to stock and options granted to directors and employees
|
466,667 | - | 388 | - | - | 388 | ||||||||||||||||||
Stock issued for amendment of private placement
|
7,250,000 | 1 | 1,750 | - | - | 1,751 | ||||||||||||||||||
Conversion of convertible note
|
402,385 | - | 135 | - | - | 135 | ||||||||||||||||||
Conversion of convertible loans
|
1,016,109 | - | 189 | - | - | 189 | ||||||||||||||||||
Issuance of shares
|
2,475,000 | - | 400 | - | - | 400 | ||||||||||||||||||
Exercise of options
|
1,540,885 | - | 77 | - | - | 77 | ||||||||||||||||||
Exercise of warrants
|
3,929,446 | 11 | - | - | 11 | |||||||||||||||||||
Subscription of shares for private placement at $0.12 per unit
|
- | 455 | - | - | 455 | |||||||||||||||||||
Conversion of trade payable to stock
|
- | 201 | - | - | 201 | |||||||||||||||||||
Issuance of shares on account of previously
subscribed shares
|
2,000,001 | - | - | - | - | - | ||||||||||||||||||
Net loss
|
(2,419 | ) | (2,419 | ) | ||||||||||||||||||||
Balance as of December 31, 2010
|
95,832,978 | $ | 5 | $ | 39,696 | $ | - | (40,160 | ) | (459 | ) |
Deficit
|
||||||||||||||||||||||||
accumulated
|
Total
|
|||||||||||||||||||||||
Common stock
|
Additional paid-in
|
Deferred
Stock - based
|
during the development
|
stockholders' equity
|
||||||||||||||||||||
Number
|
Amount
|
capital
|
compensation
|
stage
|
(deficiency)
|
|||||||||||||||||||
Balance as of December 31, 2010
|
95,832,978 | $ | 5 | $ | 39,696 | $ | - | $ | 40,160 | ) | $ | (459 | ) | |||||||||||
Stock-based compensation related to options and stock granted to service providers
|
590,870 | - | 246 | - | - | 246 | ||||||||||||||||||
Stock-based compensation related to stock and options granted to directors and employees
|
1,400,040 | - | 786 | - | - | 786 | ||||||||||||||||||
Conversion of convertible note
|
755,594 | - | 140 | - | - | 140 | ||||||||||||||||||
Exercise of options
|
1,432,061 | - | 228 | - | - | 228 | ||||||||||||||||||
Exercise of warrants
|
946,834 | - | 265 | - | - | 265 | ||||||||||||||||||
Issuance of shares for private placement
|
14,160,933 | 1 | 3,601 | 3,602 | ||||||||||||||||||||
Issuance of shares on account of previously subscribed shares (See also Note 8B.1.f)
|
10,499,999 | - | 24 | - | - | 24 | ||||||||||||||||||
Net loss
|
- | - | - | - | (2,496 | ) | (2,496 | ) | ||||||||||||||||
Balance as of September 30, 2011
|
125,619,309 | $ | 6 | $ | 44,986 | $ | - | $ | (42,656 | ) | $ | 2,336 | ||||||||||||
Nine months
ended September 30
|
Period from
September 22, 2000
(inception date) through September 30,
|
|||||||||||
2 0 1 1
|
2 0 1 0
|
2 0 1 1
|
||||||||||
Unaudited
|
Unaudited
|
|||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$ | (2,496 | ) | $ | (1,933 | ) | $ | (42,656 | ) | |||
Less - loss for the period from discontinued operations
|
164 | |||||||||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation and amortization of deferred charges
|
116 | 126 | 964 | |||||||||
Severance pay, net
|
(32 | ) | 11 | 3 | ||||||||
Accrued interest on loans
|
3 | - | 451 | |||||||||
Amortization of discount on short-term loans
|
- | - | 1,864 | |||||||||
Change in fair value of options and warrants
|
- | - | (795 | ) | ||||||||
Expenses related to shares and options granted to service providers
|
246 | 111 | 21,283 | |||||||||
Stock-based compensation related to options granted to employees
|
786 | 254 | 6,472 | |||||||||
Decrease (increase) in accounts receivable and prepaid expensed
|
79 | (26 | ) | (407 | ) | |||||||
Increase (decrease) in trade payables
|
(148 | ) | (70 | ) | 632 | |||||||
Increase (decrease) in accrued expenses and other accounts payable
|
(306 | ) | 4 | 1,155 | ||||||||
Erosion of restricted cash
|
- | - | (6 | ) | ||||||||
Net cash used in continuing operating activities
|
(1,752 | ) | (1,523 | ) | (10,876 | ) | ||||||
Net cash used in discontinued operating activities
|
- | - | (23 | ) | ||||||||
Total net cash used in operating activities
|
(1,752 | ) | (1,523 | ) | $ | (10,899 | ) | |||||
Cash flows from investing activities:
|
||||||||||||
Purchase of property and equipment
|
(38 | ) | (2 | ) | (1,123 | ) | ||||||
Restricted cash
|
- | - | 6 | |||||||||
Investment in lease deposit
|
(8 | ) | - | (9 | ) | |||||||
Net cash used in continuing investing activities
|
(46 | ) | (2 | ) | (1,126 | ) | ||||||
Net cash used in discontinued investing activities
|
- | - | (16 | ) | ||||||||
Total net cash used in investing activities
|
(46 | ) | (2 | ) | (1,142 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of Common stock, net
|
3,602 | 2,175 | 12,319 | |||||||||
Proceeds from loans, notes and issuance of warrants, net
|
- | - | 2,061 | |||||||||
Credit from bank
|
- | (5 | ) | - | ||||||||
Proceeds from exercise of warrants and options
|
493 | 103 | 609 | |||||||||
Repayment of short-term loans
|
- | - | (601 | ) | ||||||||
Net cash provided by continuing financing activities
|
4,095 | 2,273 | 14,388 | |||||||||
Net cash provided by discontinued financing activities
|
- | - | 43 | |||||||||
Total net cash provided by financing activities
|
4,095 | 2,273 | 14,431 | |||||||||
Increase in cash and cash equivalents
|
2,297 | 748 | 2,390 | |||||||||
Cash and cash equivalents at the beginning of the period
|
93 | 1 | - | |||||||||
Cash and cash equivalents at end of the period
|
$ | 2,390 | $ | 749 | $ | 2,390 | ||||||
Non-cash financing activities:
|
||||||||||||
Conversion of convertible loan and convertible note to shares Conversion of trade payable to Common Stock $ 84 |
140
|
324 | ||||||||||
Conversion of other accounts payable to Common Stock | 24 |
NOTE 1
|
-
|
GENERAL
|
|
A.
|
Brainstorm Cell Therapeutics Inc. (formerly: Golden Hand Resources Inc.) (The "Company") was incorporated in the State of Washington on September 22, 2000.
|
|
B
.
|
On May 21, 2004, the former major stockholders of the Company entered into a purchase agreement with a group of private investors, who purchased from the former major stockholders 6,880,000 shares of the then issued and outstanding 10,238,000 shares of Common Stock.
|
|
C.
|
On July 8, 2004, the Company entered into a licensing agreement with Ramot of Tel Aviv University Ltd. ("Ramot"), an Israeli corporation, to acquire certain stem cell technology (see Note
4
). Subsequent to this agreement, the Company decided to focus on the development of novel cell therapies for neurodegenerative diseases, particularly Parkinson's disease, based on the acquired technology and research to be conducted and funded by the Company.
Following the licensing agreement dated July 8, 2004, the management of the Company decided to abandon all old activities related to the sale of the digital data recorder product. The discontinuation of this activity was accounted for under the provision of Statement of Financial Accounting Standard ASC 360-10 (formerly "SFAS" 144), "Accounting for the Impairment or Disposal of Long-Lived Assets".
|
|
D.
|
On October 25, 2004, the Company formed a wholly-owned subsidiary in Israel, Brainstorm Cell Therapeutics Ltd. ("BCT").
|
|
E.
|
On November 22, 2004, the Company changed its name from Golden Hand Resources Inc. to Brainstorm Cell Therapeutics Inc. to better reflect its new line of business in the development of novel cell therapies for neurodegenerative diseases. BCT owns all operational property and equipment.
|
|
F.
|
On September 17, 2006, the Company's Board determined to change the Company's fiscal year-end from March 31 to December 31.
|
|
G.
|
On December 2006, the Company changed its state of incorporation from Washington to Delaware.
|
|
H
.
|
Since its inception, the Company has devoted substantially most of its efforts to research and development, recruiting management and technical staff, acquiring assets and raising capital. In addition, the Company has not generated revenues. Accordingly, the Company is considered to be in the development stage, as defined in Statement of Financial Accounting Standards No. 7, "Accounting and reporting by development Stage Enterprises" ASC 915-10 (formerly "SFAS" 7).
|
|
I.
|
In October 2010, the Israeli Ministry of Health granted clearance for a Phase I/II clinical trial using the Company’s autologous NurOwn™ stem cell therapy in patients with ALS, subject to some additional process specifications as well as completion of the sterility validation study for tests performed.
On February 23, 2011, the Company submitted, to the MOH, all the required documents. Following approval of the Israel Ministry of Health (MOH), a Phase I/II clinical study for ALS patients using the Company’s autologous NurOwn™ stem cell therapy was initiated in June 2011.
|
|
J
.
|
In February 2011, the U.S. Food and Drug Administration (FDA) granted orphan drug designation to the Company’s NurOwn™ autologous adult stem cell product candidate for the treatment of amyotrophic lateral sclerosis (ALS).
|
NOTE 1
|
-
|
GENERAL
(Cont.)
|
|
GOING CONCERN
|
NOTE 2
|
-
|
SIGNIFICANT ACCOUNTING POLICIES
|
NOTE 3
|
-
|
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
NOTE 4
|
-
|
RESEARCH AND LICENSE AGREEMENT
|
NOTE 4
|
-
|
RESEARCH AND LICENSE AGREEMENT (Cont.)
|
a)
|
Ramot released the Company from its obligation to fund the extended research period in the total amount of $1,140. Therefore, the Company reversed an expense in 2009, equal to $760, from its research and development expenses that were previously expensed.
|
b)
|
Past due amounts of $240 for the initial research period plus interest of $32 owed by the Company to Ramot were converted into 1,120,000 shares of Common Stock on December 30, 2009. Ramot was required to deposit the shares with a broker and only sell the shares in the open market after 185 days from the issuance date.
|
c)
|
In the event that the total proceeds generated by sales of the shares on December 31, 2010, together with the March 31, 2010 payment, are less than $240 on or prior to December 31, 2010, then on such date the Company would be required to pay to Ramot the difference between the proceeds that Ramot has received from sales of the shares up to such date together with the September Payment (if any) that has been transferred to Ramot up to such date, and $240. Related compensation in the amount of $51 was recorded as research and development expenses.
|
NOTE 5
|
-
|
CONSULTING AGREEMENTS
|
|
A.
|
On July 8, 2004, the Company entered into consulting agreements with each of Prof. Eldad Melamed and Dr. Daniel Offen (together, the "Consultants"), under which the Consultants provide the Company scientific and medical consulting services in consideration for a monthly payment of $6 each. In addition, the Company granted each of the Consultants, a fully vested warrant to purchase 1,097,215 shares of Common Stock at an exercise price of $0.01 per share. The warrants issued pursuant to the agreements were issued to the Consultants effective as of November 4, 2004. Each of the warrants was exercisable for a seven-year period beginning on November 4, 2005. As of September 2011, all the above warrants had been exercised.
|
|
B.
|
On December 16, 2010, the Company granted to the Consultants 1,100,000 shares of the Company's Common Stock for services rendered through December 31, 2010. Related compensation in the amount of $220 is recorded as research and development expense.
|
NOTE 5
|
-
|
CONSULTING AGREEMENTS (Cont.)
|
C.
|
On June 27, 2011, the Company granted to one of the Consultants 400,000 shares of Common Stock of the Company for services rendered through December 31, 2009 in the amount of $192.
|
|
D.
|
As of September 30, 2011, the Company had a total liability of $81 for services rendered by the Consultants under the abovementioned agreements.
|
NOTE 6
|
-
|
SHORT-TERM CONVERTIBLE NOTE
|
NOTE 7
|
-
|
SHORT-TERM LOANS
|
NOTE 8
|
-
|
STOCK CAPITAL
|
A.
|
The rights of Common Stock are as follows:
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares warrants and options:
|
|
1.
|
Private placements:
|
|
a
)
|
On June 24, 2004, the Company issued to investors 8,510,000 shares of Common Stock for total proceeds of $60 (net of $25 issuance expenses).
|
|
b)
|
On February 23, 2005, the Company completed a private placement for the sale of 1,894,808 units for total proceeds of $1,418. Each unit consists of one share of Common Stock and a three-year warrant to purchase one share of Common Stock at $2.50 per share. This private placement was consummated in three tranches which closed in October 2004, November 2004 and February 2005.
|
|
c)
|
On May 12, 2005, the Company issued to an investor 186,875 shares of Common Stock at a price of $0.8 per share for total proceeds of $149.
|
|
d)
|
On July 27, 2005, the Company issued to investors 165,000 shares of Common Stock at a price of $0.6 per share for total proceeds of $99.
|
|
e)
|
On August 11, 2005, the Company signed a private placement agreement with investors for the sale of up to 1,250,000 units at a price of $0.8 per unit. Each unit consists of one share of Common Stock and one warrant to purchase one share of Common Stock at $1.00 per share. The warrants are exercisable for a period of three years from issuance. On September 30, 2005, the Company sold 312,500 units for total net proceeds of $225. On December 7, 2005, the Company sold 187,500 units for total net proceeds of $135.
|
|
f)
|
On July 2, 2007, the Company entered into an investment agreement, pursuant to which the Company agreed to sell up to 27,500,000 shares of Common Stock, for an aggregate subscription price of up to $5 million and warrants to purchase up to 30,250,000 shares of Common Stock. Separate closings of the purchase and sale of the shares and the warrants were originally scheduled to take place as follows:
|
Purchase date
|
Purchase price
|
Number of subscription shares
|
Number of warrant shares
|
|||||||||
August 30, 2007
|
$1,250 (includes $250 paid as a convertible loan)
|
6,875,000 | 7,562,500 | |||||||||
November 15, 2007
|
$ | 750 | 4,125,000 | 4,537,500 | ||||||||
February 15, 2008
|
$ | 750 | 4,125,000 | 4,537,500 | ||||||||
May 15, 2008
|
$ | 750 | 4,125,000 | 4,537,500 | ||||||||
July 30, 2008
|
$ | 750 | 4,125,000 | 4,537,500 | ||||||||
November 15, 2008
|
$ | 750 | 4,125,000 | 4,537,500 |
|
(a)
|
The investor shall invest the remaining amount of the original investment agreement at price per share of $0.12 in monthly installments of not less than $50 starting August 1, 2009. The investor may accelerate such payments in its discretion.
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares warrants and options: (Cont.)
|
|
1.
|
Private placements: (Cont.)
|
|
f)
|
(Cont.)
|
|
(b)
|
The exercise price of the last 10,083,334 warrants was reduced from an exercise price of $0.36 per share to $0.29 per share.
|
|
(c)
|
All warrants expire on November 5, 2013 instead of November 5, 2011.
|
|
(d)
|
The price per share of the investment agreement decreased from $0.1818 to $0.12, therefore the Company adjusted the number of Shares of Common Stock issuable pursuant the investment agreement retroactively and issued to the investor on October 28, 2009 an additional 9,916,667 shares of Common Stock for past investment.
|
|
(e)
|
The investor has the right to cease payments in the event that the price per share as of the closing on five consecutive trading days shall decrease to $0.05.
On January 18, 2011, the Company and the investor signed an agreement to offset amounts due to the investor, totaling $20, against the remaining balance of the investment. The Company issued to the investor 10,499,999 shares of Common Stock and a warrant to purchase 4,539,500 shares of the Company's Common Stock at an exercise price of $0.20 per share
As of September 30, 2011, the Company issued to the investor and its designees an aggregate of 41,666,667 shares of common stock and a warrant to purchase 10,083,333 shares of the Company's common stock at an exercise price of $0.20 per share and a warrant to purchase 20,166,667 shares of common stock at an exercise price of $0.29 per share. The warrants may be exercised at any time and expire on November 5, 2013.
In addition, the Company issued an aggregate of 1,250,000 shares of Common Stock to a related party as an introduction fee for the investment.
As of September 30, 2011, the introduction fee was paid in full.
|
|
g)
|
In January 2010, the Company issued 1,250,000 units to a private investor for total proceeds of $250. Each unit consists of one share of Common Stock and a two-year warrant to purchase one share of Common Stock at $0.50 per share.
|
|
h)
|
In February 2010, the Company issued 6,000,000 shares of Common Stock to three investors (2,000,000 to each investor) and warrants to purchase an aggregate of 3,000,000 shares of Common Stock (1,000,000 to each investor) with an exercise price of $0.5 for aggregate proceeds of $1,500 ($500 each) through February 17, 2012.
|
|
i)
|
On February 7, 2011, the Company issued 833,333 shares of Common Stock, at a price of $0.3 per share, and a warrant to purchase 641,026 shares of the Company's Common Stock at an exercise price of $0.39 per share for one year for total proceeds of $250.
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares warrants and options: (Cont.)
|
|
1.
|
Private placements: (Cont.)
|
|
j)
|
On February 23, 2011, the Company entered into an investment agreement, pursuant to which the Company sold 12,815,000 shares of Common Stock, for an aggregate subscription price of $3.6 million and warrants to purchase up to 19,222,500 shares of Common Stock as follows: warrant to purchase 12,815,000 shares of Common Stock at $0.5 for two years, and warrants to purchase 6,407,500 shares of Common Stock at $0.28 for one year.
In July 2011, an investor exercised a warrant to purchase 946,834 shares of Common Stock of the Company at $0.28 per share, for $265.
In addition, the Company agreed to pay 10% of the funds received for the distribution services received, out of this amount, 4% was be paid in stock and the remaining 6% in cash. Accordingly, in March 2011, the Company issued 512,600 Common Stock and paid $231 for the investment banking related to the investment.
|
|
2.
|
Share-based compensation to employees and to directors:
|
|
a)
|
Options to employees and directors:
On November 25, 2004, the Company's stockholders approved the 2004 Global Stock Option Plan and the Israeli Appendix thereto (which applies solely to participants who are residents of Israel) and on March 28, 2005, the Company's stockholders approved the 2005 U.S. Stock Option and Incentive Plan, and the reservation of 9,143,462 shares of Common Stock for issuance in the aggregate under these stock option plans.
Each option granted under the plans is exercisable until the earlier of ten years from the date of grant of the option or the expiration dates of the respective option plans. The 2004 and 2005 options plans will expire on November 25, 2014 and March 28, 2015, respectively. The exercise price of the options granted under the plans may not be less than the nominal value of the shares into which such options are exercised. The options vest primarily over three years. Any options that are canceled or forfeited before expiration become available for future grants.
On June 5, 2008, the Company's stockholders approved an amendment and restatement of the Company’s 2004 Global Share Option Plan and 2005 U.S. Stock Option and Incentive Plan to increase the number of shares of common stock available for issuance under these stock option plans in the aggregate by 5,000,000 shares.
On June 10, 2011, the Company's stockholders approved an amendment and restatement of the Company’s 2004 Global Share Option Plan and 2005 U.S. Stock Option and Incentive Plan to increase the number of shares of common stock available for issuance under these stock option plans in the aggregate by 5,000,000 shares.
As of September 30, 2011, 4,380,769 options are available for future grants.
On May 27, 2005, the Company granted to one of its directors an option to purchase 100,000 shares of Common Stock at an exercise price of $0.75 per share. The option is fully vested and expires after 10 years.
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
2.
|
Share-based compensation to employees and to directors: (Cont.)
|
|
a)
|
Options to employees and directors: (Cont.)
On February 6, 2006, the Company entered into an amendment to the Company's option agreement with the Company's former Chief Financial Officer. The amendment changed the exercise price of the 400,000 options granted to him on February 13, 2005 from $0.75 to $0.15 per share.
On May 2, 2006, the Company granted to one of its directors an option to purchase 100,000 shares of Common Stock at an exercise price of $0.15 per share. The option is fully vested and expires after 10 years. The compensation related to the option, in the amount of $48, was recorded as general and administrative expense.
On June 22, 2006, the Company entered into an amendment to the Company's option agreement with two of its employees. The amendment changes the exercise price of 270,000 options granted to them from $0.75 to $0.15 per share. The excess of the fair value resulting from the modification, in the amount of $2, was recorded as general and administration expense over the remaining vesting period of the options.
On September 17, 2006, the Company entered into an amendment to the Company's option agreement with one of its directors. The amendment changes the exercise price of 100,000 options granted to the director from $0.75 to $0.15 per share.
On March 21, 2007, the Company granted to one of its directors an option to purchase 100,000 shares of Common Stock at an exercise price of $0.15 per share. The option is fully vested and is exercisable for a period of 10 years. The compensation related to the option, in the amount of $43, was recorded as general and administrative expense.
On July 1, 2007, the Company granted to one of its directors an option to purchase 100,000 shares of Common Stock at an exercise price of $0.15 per share. The option is fully vested and is exercisable for a period of 10 years. The compensation related to the option, in the amount of $38, was recorded as general and administrative expense. On October 22, 2007, the Company and the director agreed to cancel and relinquish all the options which were granted on July 1, 2007.
On July 16, 2007, the Company granted to one of its directors an option to purchase 100,000 shares of Common Stock at an exercise price of $0.15 per share. The option is fully vested and is exercisable for a period of 10 years. The compensation related to the option, in the amount of $75, was recorded as general and administrative expense.
On August 27, 2007, the Company granted to one of its directors an option to purchase 100,000 shares of Common Stock at an exercise price of $0.15 per share. The option is fully vested and is exercisable for a period of 10 years. The compensation related to the option, in the amount of $84, was recorded as general and administrative expense.
On October 23, 2007, the Company granted to its Chief Executive Officer an option to purchase 1,000,000 shares of Common Stock at an exercise price of $0.87 per share. The option is fully vested
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
2.
|
Share-based compensation to employees and to directors: (Cont.)
|
|
a)
|
Options to employees and directors: (Cont.)
On November 5, 2008, the Company entered into an amendment to the Company's option agreement with the Company's Chief Executive Officer. The amendment changes the exercise price of the option for the purchase 1,000,000 shares from $0.87 to $0.15 per share. The compensation related the modification of the purchase price in the amount of $4 was recorded as general and administrative expense.
On June 29, 2009, the Company granted to its former Chief Executive Officer and director an option to purchase 1,000,000 shares of Common Stock at an exercise price of $0.067 per share. The option vests with respect to 1/3 of the shares subject to the option on each anniversary of the date of grant and expires after 10 years. The total compensation related to the option is $68, which is amortized over the vesting period as general and administrative expense. In February 2011, the former CEO resigned. On July 25 2011 the Company signed a settlement agreement with the former CEO under which 483,333 shares out of the above grant became fully vested exercisable through April 30 2012. Additional $30 was written as compensation in general and administrative expense.
On June 29, 2009, the Company granted to its former Chief Financial Officer an option to purchase 200,000 shares of Common Stock at an exercise price of $0.067 per share. The option vested with respect to 1/3 of the shares subject to the option. In connection with the former Chief Financial Officer’s resignation,
2/3 of the above shares were cancelled and the remaining 66,667 remain exercisable through April 7, 2011.
On August 31, 2009, the Company granted to two of its directors an option to purchase 100,000 shares of Common Stock at an exercise price of $0.15 per share. Each option vests with respect to 1/3 of the shares subject to the option on each anniversary of the date of grant and expires after 10 years. The total compensation related to the option is $32, which is amortized over the vesting period as general and administrative expense.
On December 13, 2009, the Company granted to one of its directors an option to purchase 100,000 shares of Common Stock at an exercise price of $0.15 per share. The option is fully vested and is exercisable for a period of 10 years. The compensation related to the option, in the amount of $21, was recorded as general and administrative expense.
On February 10, 2010, the Company granted to an employee an option to purchase 30,000 shares of Common Stock at an exercise price of $0.32 per share. The option vests with respect to 1/3 of the shares subject to the option on each anniversary of the date of grant and expires after 10 years. The total compensation related to the option is $9, which is amortized over the vesting period as research and development expense.
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
2.
|
Share-based compensation to employees and to directors: (Cont.)
|
|
a)
|
Options to employees and directors: (Cont.)
On April 13, 2010, the Company, Abraham Israeli and Hadasit Medical Research Services and Development Ltd. (“Hadasit”) entered into an Agreement (the “Agreement”) pursuant to which Mr. Israeli agreed, during the term of the Agreement, to serve as (i) the Company’s Clinical Trials Advisor and (ii) a member of the Company’s Board of Directors. In consideration of the services to be provided by Mr. Israeli to the Company under the Agreement, the Company agreed to grant options annually during the term of the Agreement for the purchase of its Common Stock, as follows:
|
|
●
|
An option for the purchase of 166,666 shares of Common Stock at an exercise price equal to $0.00005 per share to Mr. Israeli; and
|
|
●
|
An option for the purchase of 33,334 shares of Common Stock at an exercise price equal to $0.00005 per share to Hadasit,
Such options will vest and become exercisable in twelve (12) consecutive equal monthly amounts.
|
|
|
In April 2010, the Company granted to Mr. Israeli an option to purchase 166,666 shares of Common Stock at an exercise price equal to $0.00005 per share. The total compensation related to the option is $50, which is amortized over the vesting period as general and administrative expense.
On June 27 2011, the Company granted to Mr. Israeli an option to purchase 166,666 shares of Common Stock at an exercise price equal to $0.00005 per share. The total compensation related to the option is $48, which is amortized over the vesting period as general and administrative expense.
On June 27 2011, the Company granted to its CEO, an option to purchase 450,000 shares of Common Stock of the Company at $0.20. The total compensation related to the option is $177, which is amortized over the vesting period as general and administrative expense.
On June 27 2011, the Company granted to four of its directors an option to purchase 634,999 shares of Common Stock of the Company at $0.15. The total compensation related to the option is $287, which is amortized over the vesting period as general and administrative expense.
On August 10 2011, the Company granted to its CEO, an option to purchase 70,000 shares of Common Stock of the Company at $0.20. The total compensation related to the option is $26, which was amortized as general and administrative expense.
In the nine months ended September 30 2011, 1,186,600 options were exercised by employees and former employees of the Company for $228.
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
2.
|
Share-based compensation to employees and to directors: (Cont.)
|
|
a)
|
Options to employees and directors: (Cont.)
A summary of the Company's option activity related to options to employees and directors, and related information is as follows:
|
For the period ended
September 30, 2011
|
||||||||||||
Amount of options
|
Weighted average exercise price
|
Aggregate intrinsic value
|
||||||||||
$ | $ | |||||||||||
Outstanding at beginning of period
|
6,893,024 | 0.183 | ||||||||||
Granted
|
1,321,665 | 0.151 | ||||||||||
Exercised
|
(1,186,600 | ) | 0.148 | |||||||||
Cancelled
|
(1,989,268 | ) | 0.188 | |||||||||
Outstanding at end of period
|
5,038,821 | 0.168 | 846,684 | |||||||||
Vested and expected-to-vest at end of period
|
3,552,305 | 0.139 | 496,528 | |||||||||
b)
|
Restricted shares to directors (Cont.):
On May 2, 2006, the Company issued to two of its directors 200,000 restricted shares of common stock (100,000 each). The restrictions on the shares have fully lapsed. The compensation related to the stocks issued amounted to $104, which was amortized over the vesting period as general and administrative expenses.
On April 20, 2007, based on a board resolution dated March 21, 2007, the Company issued to a director 100,000 restricted shares of Common Stock. The restrictions on the shares have fully lapsed. The compensation related to the shares issued amounted to $47, which was amortized over the vesting period as general and administrative expenses.
In addition, on April 20, 2007, based on a board resolution dated March 21, 2007, the Company issued to another director 100,000 restricted shares of Common Stock. The restricted shares are not subject to any right to repurchase, and the compensation related to the shares issued amounted to $47 was recorded as prepaid general and administrative expenses in the three months ended March 31, 2007.
On August 27, 2008, the Company issued to a director 960,000 shares of Common Stock upon a cashless exercise by a shareholder of a warrant to purchase 1,000,000 shares of Common Stock at an exercise price of $.01 per share that was acquired by the shareholder from Ramot. The shares were allocated to the director by the shareholder.
In May 2010, based on a board resolution dated June 29, 2009, the Company issued to three of its directors 300,000 (total) restricted shares of Common Stock.
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
2.
|
Share-based compensation to employees and to directors: (Cont.)
|
|
b)
|
Restricted shares to directors (Cont.):
The restrictions of the shares shall lapse in three annual and equal portions commencing with the grant date.
In May and in June 2010, based on a board resolution dated June 29, 2009, the Company issued to three of its Scientific Advisory Board members and two of its Advisory Board members 500,000 restricted shares of common stock. The restrictions of the shares shall lapse in three annual and equal portions commencing with the grant date.
One December 16, 2010, the Company granted to two of its directors 400,000 shares of Common Stock. Related compensation in the amount of $80 was recorded as general and administrative costs in 2010. These shares were actually granted in June 2011, and an additional related compensation in the amount of $112 was recorded as general and administrative expense.
On June 27 2011, the Company granted to two of its directors 476,666 Common Stock, out of which 216,666 are fully vested and 260,000 shares will be vested in 12 equal monthly installments through June 2012. Related compensation in the amount of $229 will be recorded as general and administrative expense.
On August 22, 2011, the Company entered into an agreement with Chen Schor (the “Executive Director Agreement”) pursuant to which the Company granted to Mr. Schor 923,374 Restricted Common Stock of the Company. The shares will vest over a three-year period, If the Company raises $10,000,000 of proceeds through the issuance of equity securities in a private or public offering after the Grant Date, or enter into a deal with a strategic partner that brings in at least $10,000,000 of gross proceeds, then 1/3 of the shares will vest upon such event, 1/3 will vest on the second anniversary of the Grant Date and the remaining 1/3 will vest on the third anniversary of the Grant Date. If such capital is not raised as mentioned above, then the shares will vest over 3 years – 1/3 upon each anniversary of the Grant Date.
In addition, the Company will pay $15,000 per quarter to Mr. Schor for his services as an Executive Board Member.
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
3.
|
Shares and warrants to investors and service providers:
|
|
a)
|
Warrants to investors and service providers and investors:
|
Issuance date
|
Number of warrants issued
|
Exercised
|
Forfeited
|
Outstanding
|
Exercise
Price $
|
Warrants exercisable
|
Exercisable through
|
|||||||||||||||||||||
November 2004
|
12,800,845 | 10,723,197 | 151,803 | 1,925,845 | 0.01 | 1,925,845 |
November 2012
|
|||||||||||||||||||||
December 2004
|
1,800,000 | 1,800,000 | - | 0.00005 | -- | - | ||||||||||||||||||||||
February 2005
|
1,894,808 | 1,894,808 | - | 2.5 | - | - | ||||||||||||||||||||||
May 2005
|
47,500 | 47,500 | - | 1.62 | - | - | ||||||||||||||||||||||
June 2005
|
30,000 | 30,000 | 0.75 | 30,000 |
June 2015
|
|||||||||||||||||||||||
August 2005
|
70,000 | 70,000 | - | 0.15 | - | - | ||||||||||||||||||||||
September 2005
|
3,000 | 3,000 | - | 0.15 | - | - | ||||||||||||||||||||||
September 2005
|
36,000 | 36,000 | - | 0.75 | - | - | ||||||||||||||||||||||
September-December 2005
|
500,000 | 500,000 | - | 1 | - | - | ||||||||||||||||||||||
December 2005
|
20,000 | 20,000 | - | 0.15 | - | - | ||||||||||||||||||||||
December 2005
|
457,163 | 150,000 | 307,163 | 0.15 | 307,163 |
December 2015
|
||||||||||||||||||||||
February 2006
|
230,000 | 230,000 | 0.65 | 230,000 |
February 2016
|
|||||||||||||||||||||||
February 2006
|
40,000 | 40,000 | - | 1.5 | - | |||||||||||||||||||||||
February 2006
|
8,000 | 8,000 | - | 0.15 | - | |||||||||||||||||||||||
February 2006
|
189,000 | 97,696 | 91,304 | - | 0. 5 | - | - | |||||||||||||||||||||
May 2006
|
50,000 | 50,000 | 0.0005 | 50,000 |
May 2016
|
|||||||||||||||||||||||
May -December 2006
|
48,000 | 30,000 | 18,000 | 0.35 | 48,000 |
May - December 2011
|
||||||||||||||||||||||
May -December 2006
|
48,000 | 30,000 | 18,000 | 0.75 | 48,000 |
May - December 2011
|
||||||||||||||||||||||
May 2006
|
200,000 | 200,000 | 1 | 200,000 |
May 2016
|
|||||||||||||||||||||||
June 2006
|
24,000 | 24,000 | - | 0.15 | - |
June 2011
|
||||||||||||||||||||||
May 2006
|
19,355 | 19,355 | - | 0.15 | - |
May 2011
|
||||||||||||||||||||||
October 2006
|
630,000 | 630,000 | - | 0.3 | - | - | ||||||||||||||||||||||
December 2006
|
200,000 | 200,000 | - | 0.45 | - | - | ||||||||||||||||||||||
March 2007
|
200,000 | 200,000 | 0.47 | 200,000 |
March 2012
|
|||||||||||||||||||||||
March 2007
|
500,000 | 500,000 | 0.47 | 458,333 |
March 2017
|
|||||||||||||||||||||||
March 2007
|
50,000 | 50,000 | - | 0.15 | - | - | ||||||||||||||||||||||
March 2007
|
15,000 | 15,000 | 0.15 | 15,000 |
February 2012
|
|||||||||||||||||||||||
February 2007
|
50,000 | 50,000 | - | 0.45 | - | - | ||||||||||||||||||||||
March 2007
|
225,000 | 225,000 | - | 0.45 | - | - | ||||||||||||||||||||||
March 2007
|
50,000 | 50,000 | - | 0.45 | - |
March 2010
|
||||||||||||||||||||||
April 2007
|
33,300 | 33,300 | - | 0.45 | - | - | ||||||||||||||||||||||
May 2007
|
250,000 | 250,000 | - | 0.45 | - | - | ||||||||||||||||||||||
July 2007
|
500,000 | 500,000 | 0.39 | 500,000 |
July 2017
|
|||||||||||||||||||||||
September 2007
|
500,000 | 500,000 | 0.15 | 500,000 |
August 2017
|
|||||||||||||||||||||||
August 2007
|
7,562,500 | 7,562,500 | 0.2 | 7,562,500 |
November 2013
|
|||||||||||||||||||||||
July 2007
|
30,000 | 30,000 | - | 0.45 | - | - | ||||||||||||||||||||||
July 2007
|
100,000 | 100,000 | - | 0.45 | - | - | ||||||||||||||||||||||
October 2007
|
200,000 | 200,000 | 0.15 | 200,000 |
August-October 2017
|
|||||||||||||||||||||||
November 2007
|
2,520,833 | 2,520,833 | 0.20 | 2,520,833 |
November 2013
|
|||||||||||||||||||||||
November 2007
|
2,016,667 | 2,016,667 | 0.29 | 2,016,667 |
November 2013
|
|||||||||||||||||||||||
April 2008
|
4,537,500 | 4,537,500 | 0.29 | 4,537,500 |
November 2013
|
|||||||||||||||||||||||
August 2008
|
3,529,166 | 3,529,166 | 0.29 | 3,529,166 |
November 2013
|
|||||||||||||||||||||||
August 2008
|
1,008,334 | 1,008,334 | 0.29 | 1,008,333 |
November 2013
|
|||||||||||||||||||||||
November 2008
|
100,000 | 100,000 | 0.15 | 100,000 |
September 2018
|
|||||||||||||||||||||||
April 2009
|
200,000 | 200,000 | 0.1 | 200,000 |
April 2019
|
|||||||||||||||||||||||
October 2009
|
200,000 | 200,000 | 0.067 | 66,667 |
October 2019
|
|||||||||||||||||||||||
October 2009
|
4,537,500 | 4,537,500 | 0.29 | 4,537,500 |
November 2013
|
|||||||||||||||||||||||
January 2010
|
1,250,000 | 1,250,000 | 0.5 | 1,250,000 |
January 2012
|
|||||||||||||||||||||||
February 2010
|
125,000 | 125,000 | 0.01 | 125,000 |
February 2012
|
|||||||||||||||||||||||
February 2010
|
3,000,000 | 3,000,000 | 0.5 | 3,000,000 |
February 2012
|
|||||||||||||||||||||||
January 2011
|
4,537,500 | 4,537,500 | 0.29 | 4,537,500 |
November 2013
|
|||||||||||||||||||||||
February 2011
|
641,026 | 641,026 | 0.39 | 641,026 |
February 2012
|
|||||||||||||||||||||||
February 2011
|
6,407,500 | 946,834 | 5,460,666 | 0.28 | 6,407,500 |
February 2012
|
||||||||||||||||||||||
February 2011
|
12,815,000 | 12,815,000 | 0.5 | 12,815,000 |
February 2013
|
|||||||||||||||||||||||
77,037,497 | 14,370,727 | 3,931,070 | 58,735,700 | 59,735,201 |
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
3.
|
Shares and warrants to investors and service providers:
|
|
a)
|
Warrants: (Cont.)
The fair value for the warrants to service providers was estimated on the date of grant using a Black-Scholes option pricing model, with the following weighted-average assumptions for the year ended December 31,2010; weighted average volatility of 140%, risk free interest rates of 2.39%-3.14% dividend yields of 0% and a weighted average life of the options of 5-5.5 years. All grants were through December 31 2010. There were no grants in 2011.
|
|
b)
|
Shares:
On June 1 and June 4, 2004, the Company issued 40,000 and 150,000 shares of Common Stock for 12 months of filing services and legal and due diligence services, respectively, with respect to a private placement. Compensation expense related to filing services, totaling $26, was amortized over a 12-month period. Compensation related to legal services, totaling $105 was recorded as equity issuance cost and had no effect on the statement of operations.
On July 1 and September 22, 2004, the Company issued 20,000 and 15,000 shares, respectively, to a former director for financial services for the first and second quarters of 2004, respectively. Related compensation in the amount of $39 was recorded as general and administrative expense.
On February 10, 2005, the Company signed an agreement with one of its service providers under which the Company issued to the service provider 100,000 restricted shares at a purchase price of $0.00005 par value under the U.S. Stock Option and Incentive Plan of the Company. All restrictions on these shares have lapsed.
In March and April 2005, the Company signed an agreement with four members of its Scientific Advisory Board under which the Company issued to the members of the Scientific Advisory Board 400,000 restricted shares at a purchase price of $0.00005 par value under the U.S. Stock Option and Incentive Plan (100,000 each). All restrictions on these shares have lapsed.
In July 2005, the Company issued to its legal advisors 50,000 shares for legal services for 12 months. The compensation related to the shares in the amount of $37.5 was recorded as general and administrative expense.
In January 2006, the Company issued to two service providers 350,000 restricted shares at a purchase price of $0.00005 par value under the U.S. Stock Option and Incentive Plan of the Company. All restrictions on these shares have lapsed. Related compensation in the amount of $23 was recorded as general and administrative expense.
On March 6, 2006, the Company issued to its legal advisor 34,904 shares of Common Stock. The shares are in lieu of $18.5 payable to the legal advisor. Related compensation in the amount of $18.5 was recorded as general and administrative expense.
On April 13, 2006, the Company issued to service providers 60,000 shares of Common Stock at a purchase price of $0.00005 par value under the U.S. Stock Option and Incentive Plan of the Company. Related compensation in the amount of $25.8 was recorded as general and administrative expense.
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
3.
|
Shares and warrants to investors and service providers:
|
|
b)
|
Shares: (Cont.)
On May 9, 2006, the Company issued to its legal advisor 65,374 shares of Common Stock in lieu of payment for legal services. Related compensation in the amount of $33 was recorded as general and administrative expense.
On June 7, 2006, the Company issued to a service provider 50,000 shares of Common Stock for filing services for 12 months. Related compensation in the amount of $24.5 was recorded as general and administrative expense.
On May 5, 2006, the Company issued 200,000 shares of Common Stock to a finance consultant for his services. Related compensation in the amount of $102 was recorded as general and administrative expense.
On August 14, 2006, the Company issued 200,000 shares of Common Stock to a service provider. Related compensation in the amount of $68 was recorded as general and administrative expense.
On August 17, 2006, the Company issued 100,000 shares of Common Stock to a service provider. Related compensation in the amount of $35 was recorded as general and administrative expense.
On September 17, 2006, the Company issued to its legal advisor 231,851 shares of Common Stock in lieu of $63 payable to the legal advisor. Related compensation in the amount of $63 was recorded as general and administrative expense.
On April 1 and March 31, 2006, the Company issued to its business Related compensation in the amount of $74 was recorded as general and administrative expense
On January 3, 2007, the Company issued to its legal advisor 176,327 shares of Common Stock in lieu of $45 payable to the legal advisor. Related compensation in the amount of $49 was recorded as general and administrative expense.
On April 12, 2007, the Company issued to its filing and printing service providers 80,000 shares of Common Stock in lieu of $15 payable to the service provider. Related compensation in the amount of $30 was recorded as general and administrative expense. In addition, the Company was obligated to issue the filing and printing service providers additional shares, in the event that the total value of the shares previously issued (as quoted on the Over-the-Counter Bulletin Board or such other exchange where the Common Stock is quoted or listed) was less than $0.20 on March 20, 2008. In no event shall the Company issue more than 30,000 additional shares to the service providers. As a result, the Company recorded a liability in the amount of $20.
On April 12, 2007, the Company issued to its legal advisor 108,511 shares of Common Stock in lieu of $29 payable to the legal advisor. Related compensation in the amount of $40 was recorded as general and administrative expense.
On May 18, 2007, the Company issued to its legal advisor 99,257 shares of Common Stock in lieu of $33 payable to the legal advisor. Related compensation in the amount of $33 was recorded as general and administrative expense.
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
3.
|
Shares and warrants to service providers: (Cont.)
|
|
b)
|
Shares: (Cont.)
On October 29, 2007, the Company issued to a scientific advisory board member 80,000 shares of the Company’s Common Stock for scientific services. Compensation of $67 was recorded as research and development expense.
On May 20, 2008, the Company issued to its finance advisor 90,000 shares of the Company's Common Stock. The shares were for $35 payable to the finance advisor for introduction fee of past convertible loans. Related compensation in the amount of $36 was recorded as finance expenses.
On April 5, 2009, the Company issued to its Chief Technology Advisor 1,800,000 shares of Common Stock. The shares were for $180 payable to the advisor. Related compensation in the amount of $144 was recorded as research and development expense.
On June 24, 2009, the Company issued to its public relation advisor 250,000 shares of Common Stock. The shares were for $25 payable to the advisor. Related compensation in the amount of $18 was recorded as general and administrative expense.
On July 8, 2009, the Company issued to its finance consultant 285,714 shares of the Company's Common Stock. The shares were for $20 payable to the finance consultant for valuation of options and warrants. Related compensation in the amount of $20 was recorded as general and administrative expense.
On July 15, 2009, the Company issued to a service provider 357,142 shares of the Company's Common Stock. The shares were for $25 payable to the service provider for filing services. Related compensation in the amount of $21 was recorded as general and administrative expense.
On August 10, 2009, the Company issued to a service provider 71,428 shares of the Company's Common Stock. The shares were for $5 payable to the service provider for IT services. Related compensation in the amount of $4 was recorded as general and administrative expense.
On January 5, 2010, the Company issued to its public relation advisors 50,000 shares of the Company's Common Stock for six months service. The issuance of the shares is part of the agreement with the public relation advisors that entitle them to a monthly grant of 8,333 shares of the Company's Common Stock. Related compensation in the amount of $12 was recorded as general and administrative expense.
On January 6, 2010, the Company issued to a service provider 60,000 shares of the Company's Common Stock. The shares were for $15 payable to the service provider for insurance and risk management consulting and agency services for three years. Related compensation in the amount of $16 was recorded as general and administrative expense.
On February 16, 2011, one of the Company's consultants exercised 100,000 warrants to Common Stock for $33.
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
3.
|
Shares and warrants to service providers: (Cont.)
|
|
b)
|
Shares: (Cont.)
On March 5, 2007, the Company issued a $150 Convertible Promissory Note to a third party. Interest on the note accrued at the rate of 8% per annum for the first year and 10% per annum after the first year. On January 27, 2010, the third party converted the entire accrued principal and interest outstanding under the note, amounting to $189, into 1,016,109 shares of Common Stock. After the balance sheet date, the Company issued an additional 309,977 Common Stock with regard to conversion of the principal amount.
On December 13, 2009, the Company issued a $135 Convertible Promissory Note to it legal advisor for $217 in legal fees accrued through October 31, 2009. Interest on the note accrued at the rate of 4%. On February 19, 2010, the Company’s legal advisor converted the entire accrued principal and interest of outstanding under the note into 402,385 shares of Common Stock.
In May 2010, based on a board resolution dated June 29, 2009, the Company issued to one of its public relation advisor 100,000 restricted shares of Common Stock. The restrictions of the shares shall lapse in three annual and equal portions commencing with the grant date.
On December 16, 2010, the Company granted to its service provider 83,333 shares of the Company's Common Stock. The shares are for investor and public relation services. Related compensation in the amount of $40 is recorded as general and administrative expense.
On December 16, 2010, the Company issued to its Chief Medical Advisor 900,000 shares of the Company's Common Stock for services rendered through December 31 2010. Related compensation in the amount of $180 is recorded as research and development expense (see Note 5B).
On December 16, 2010, the Company issued to its Chief Scientist 200,000 shares of the Company's Common Stock for services rendered through December 31, 2010. Related compensation in the amount of $40 is recorded as research and development expense (see Note 5B).
On February 18, 2011, the Company's legal advisor converted the entire accrued principal and interest of the Convertible Promissory Note granted on September 15, 2010, totaling $137, into 445,617 shares of Common Stock.
In 2011, a consultant of the Company exercised 150,000 options for $15.
On June 27, 2011, the Company granted to its legal advisor 180,000 shares of Common Stock for 2011 legal services. Half of the shares of Common Stock are fully vested and half vest in six equal monthly installments through December 2011. Related compensation in the amount of $86 is recorded as general and administrative expense.
|
NOTE 8
|
-
|
STOCK CAPITAL (Cont.)
|
|
B.
|
Issuance of shares, warrants and options: (Cont.)
|
|
3.
|
Shares and warrants to service providers: (Cont.)
|
|
b)
|
Shares: (Cont.)
The total stock-based compensation expense, related to shares, options and warrants granted to employee’s directors and service providers, was comprised, at each period, as follows:
|
Nine months
|
Period from September 22, 2000 (inception date) through
|
|||||||||||
ended June 30,
|
June 30,
|
|||||||||||
2 0 1 1
|
2 0 1 0
|
2 0 1 1
|
||||||||||
Unaudited
|
Unaudited
|
|||||||||||
Research and development
|
$ | 130 | $ | 59 | $ | 17,369 | ||||||
General and administrative
|
710 | 306 | 9,748 | |||||||||
Financial expenses, net
|
192 | - | 248 | |||||||||
Total stock-based compensation expense
|
$ | 1,032 | $ | 365 | $ | 27,365 | ||||||
NOTE 9
|
-
|
SUBSEQUENT EVENTS
|
|
A.
|
In October 2011, a former employee exercised 100,000 options for $15.
|
|
Amount
to be Paid
|
|||
SEC registration fee
|
|
$
|
1,146
|
|
FINRA filing fee
|
||||
Legal fees and expenses
|
|
|
||
Accounting fees and expenses
|
|
|
|
|
“Blue Sky” fees and expenses
|
||||
Transfer Agent and Registrar fees
|
||||
Printing and miscellaneous expenses
|
|
|
|
|
Total
|
|
|
|
Item 14.
|
Indemnification of Directors and Officers
|
Item 15.
|
Recent Sales of Unregistered Securities
|
|
¨
|
5,000,000 shares to Yosef Sternberg
|
|
¨
|
1,416,667 shares to Tayside Trading
|
|
¨
|
1,100,000 shares to Sarah Laufer
|
|
¨
|
1,000,000 shares to Seastripe Trading Corp.
|
|
¨
|
1,000,000 shares to Schanzengraben SA
|
|
¨
|
400,000 shares to PR Diamonds Inc.
|
Warrants for the Purchase of
|
||||||||
Number of Shares of Common Stock
|
Shares of Common Stock
|
|||||||
Abraham Suisse
|
2,000,000 | 1,000,000 | ||||||
Abram Nanikashvili
|
2,000,000 | 1,000,000 | ||||||
Yaakov Ben Zaken
|
2,000,000 | 1,000,000 |
Item 16.
|
Exhibits and Financial Statement Schedules
|
Exhibit No.
|
Description
|
|
2.1
|
Agreement and Plan of Merger, dated as of November 28, 2006, by and between Brainstorm Cell Therapeutics Inc., a Washington corporation, and Brainstorm Cell Therapeutics Inc., a Delaware corporation, is incorporated herein by reference to Appendix A of the Company’s Definitive Schedule 14A dated November 20, 2006 (File No. 333-61610).
|
|
3.1
|
Certificate of Incorporation of Brainstorm Cell Therapeutics Inc. is incorporated herein by reference to Appendix B of the Company’s Definitive Schedule 14A dated November 20, 2006 (File No. 333-61610).
|
|
3.2
|
ByLaws of Brainstorm Cell Therapeutics Inc. is incorporated herein by reference to Appendix C of the Company’s Definitive Schedule 14A dated November 20, 2006 (File No. 333-61610).
|
|
3.3
|
Amendment No. 1 to ByLaws of Brainstorm Cell Therapeutics Inc., dated as of March 21, 2007, is incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated March 27, 2007 (File No. 333-61610).
|
|
5.1
|
Form of Opinion of counsel as to legality of securities being registered. **
|
|
10.1
|
Research and License Agreement, dated as of July 8, 2004, by and between the Company and Ramot at Tel Aviv University Ltd. is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated July 8, 2004 (File No. 333-61610).
|
|
10.2
|
Research and License Agreement, dated as of March 30, 2006, by and between the Company and Ramot at Tel Aviv University Ltd. is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated March 30, 2006 (File No. 333-61610).
|
|
10.3
|
Amendment Agreement, dated as of May 23, 2006, to Research and License Agreement, by and between the Company and Ramot at Tel Aviv University Ltd. is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K/A dated March 30, 2006 (File No. 333-61610).
|
|
10.4
|
Form of Common Stock Purchase Warrant, dated as of November 4, 2004, issued pursuant to Research and License Agreement with Ramot at Tel Aviv University Ltd. is incorporated herein by reference to Exhibit 4.07 of the Company’s Current Report on Form 8-K/A dated November 4, 2004 (File No. 333-61610).
|
|
10.5
|
Amendment Agreement, dated as of March 31, 2006, among the Company, Ramot at Tel Aviv University Ltd. and certain warrantholders is incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated March 30, 2006 (File No. 333-61610).
|
|
10.6
|
Form of Common Stock Purchase Warrant, dated as of November 4, 2004, issued as a replacement warrant under the Amendment Agreement to Ramot at Tel Aviv University Ltd., is incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K dated March 30, 2006 (File No. 333-61610).
|
|
10.7
|
Second Amended and Restated Research and License Agreement, dated July 31, 2007, by and between the Company and Ramot at Tel Aviv University Ltd. is incorporated herein by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-QSB dated June 30, 2007 (File No. 333-61610).
|
10.8
|
Second Amended and Restated Registration Rights Agreement, dated August 1, 2007, by and between the Company and Ramot at Tel Aviv University Ltd. is incorporated herein by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-QSB dated June 30, 2007 (File No. 333-61610).
|
|
10.9
|
Waiver and Release, dated August 1, 2007, executed by Ramot at Tel Aviv University Ltd. in favor of the Company is incorporated herein by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-QSB dated June 30, 2007 (File No. 333-61610).
|
|
10.10
|
Letter Agreement, dated December 24, 2009, by and between the Company and Ramot at Tel Aviv University Ltd. is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 31, 2009 (File No. 333-61610).
|
|
10.11
|
Amendment No. 1 to Second Amended and Restated Research and License Agreement, by and between the Company and Ramot at Tel Aviv University Ltd. is incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed Decembed 31, 2009 (File No. 333-61610).
|
|
10.12 | Assignment Agreement, dated December 20, 2011, by and between the Company and Brainstorm Cell Therapeutics Ltd. | |
10.13
|
Consulting Agreement, dated as of July 8, 2004, by and between the Company and Prof. Eldad Melamed is incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated July 8, 2004 (File No. 333-61610).
|
|
10.14
|
Consulting Agreement, dated as of July 8, 2004, by and between the Company and Dr. Daniel Offen is incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K dated July 8, 2004 (File No. 333-61610).
|
|
10.15*
|
Employment Agreement, dated as of October 7, 2007, by and among Brainstorm Cell Therapeutics Ltd., the Company and Abraham Efrati is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K/A dated October 15, 2007 (File No. 333-61610).
|
|
10.16
|
Lease Agreement, dated as of December 1, 2004, among the Company, Petah Tikvah Science and Technology District ‘A’ Ltd., Petah Tikvah Science and Technology District ‘B’ Ltd. and Atzma and Partners Maccabim Investments Ltd. is incorporated herein by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-QSB dated December 31, 2004 (File No. 333-61610).
|
|
10.17*
|
Brainstorm Cell Therapeutics Inc. Amended and Restated 2004 Global Share Option Plan is incorporated herein by reference to Exhibit A to the Company’s Definitive Schedule 14A filed April 29, 2011 (File No. 000-54365).
|
|
10.18*
|
Brainstorm Cell Therapeutics Inc. Amended and Restated 2005 U.S. Stock Option and Incentive Plan is incorporated herein by reference to Exhibit B to the Company’s Definitive Schedule 14A filed April 29, 2011 (File No. 000-54365).
|
|
10.19*
|
Form of Stock Option Agreement for usage under the Registrant’s Amended and Restated 2004 Global Share Option Plan is incorporated herein by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q filed on August 15, 2011 (File No. 000-54365).
|
|
10.20*
|
Form of Restricted Stock Agreement for usage under the Registrant’s Amended and Restated 2005 U.S. Stock Option and Incentive Plan is incorporated herein by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q filed on August 15, 2011 (File No. 000-54365).
|
10.21*
|
Option Agreement, dated as of December 31, 2004, by and between the Company and David Stolick is incorporated herein by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K dated March 28, 2005 (File No. 333-61610).
|
|
10.22*
|
Amendment to Option Agreement, dated as of February 6, 2006, by and between the Company and David Stolick is incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated February 6, 2006 (File No. 333-61610).
|
|
10.23
|
Common Stock Purchase Warrant, dated as of May 16, 2005, issued to Trout Capital LLC is incorporated herein by reference to Exhibit 10.19 of the Company’s Quarterly Report on Form 10-QSB dated June 30, 2005 (File No. 333-61610).
|
|
10.24
|
Collaboration Agreement, dated as of December 26, 2006, by and between the Company and Fundacion para la Investigacion Medica Aplicada is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated January 23, 2007. (File No. 333-61610).
|
|
10.25
|
Subscription Agreement, dated July 2, 2007, by and between the Company and ACCBT Corp. is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 5, 2007 (File No. 333-61610).
|
|
10.26
|
Amendment to Subscription Agreement, dated as of July 31, 2009, by and between the Company and ACCBT Corp. is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 24, 2009 (File No. 333-61610).
|
|
10.27
|
Form of Common Stock Purchase Warrant issued by the Company to ACCBT Corp. is incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 5, 2007 (File No. 333-61610).
|
|
10.28
|
Form of Registration Rights Agreement by and between the Company and ACCBT Corp. is incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on July 5, 2007 (File No. 333-61610).
|
|
10.29
|
Form of Security Holders Agreement, by and between ACCBT Corp. and certain security holders of the Registrant is incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on July 5, 2007 (File No. 333-61610).
|
|
10.30
|
Finder’s Fee Agreement, dated as of October 29, 2007, by and between the Company and Tayside Trading Ltd. is incorporated herein by reference to Exhibit 10.63 of the Company’s Annual Report on Form 10-KSB filed on April 14, 2008 (File No. 333-61610).
|
|
10.31
|
Subscription Agreement, dated January 24, 2010, by and between the Company and Reytalon Ltd. is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 1, 2010 (File No. 333-61610).
|
|
10.32
|
Common Stock Purchase Warrant, dated January 24, 2010, issued by the Company to Reytalon Ltd. is incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on February 1, 2010 (File No. 333-61610).
|
|
10.33
|
Securities Purchase Agreement, dated as of February 17, 2010, by and between the Company and Abraham Suisse is incorporated herein by reference to Exhibit 10.69 of the Company’s Annual Report on Form 10-K filed on March 25, 2010 (File No. 333-61610).
|
|
10.34
|
Securities Purchase Agreement, dated as of February 17, 2010, by and between the Company and Yaakov Ben Zaken is incorporated herein by reference to Exhibit 10.70 of the Company’s Annual Report on Form 10-K filed on March 25, 2010 (File No. 333-61610).
|
10.35
|
Securities Purchase Agreement, dated as of February 17, 2010, by and between the Company and Abram Nanikashvili is incorporated herein by reference to Exhibit 10.71 of the Company’s Annual Report on Form 10-K filed on March 25, 2010 (File No. 333-61610).
|
|
10.36
|
Agreement, dated April 13, 2010, by and between the Company, Abraham Israeli and Hadasit Medical Research Services and Development Ltd. is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 15, 2010 (File No. 333-61610).
|
|
10.37
|
First Amendment Agreement, dated as of December 31, 2011, to the Agreement by and between the Company, Abraham Israeli and Hadasit Medical Research Services and Development Ltd.
|
|
10.38
|
Common Stock Purchase Warrant, dated as of April 13, 2010, issued by BrainStorm Cell Therapeutics Inc. to Hadasit Medical Research Services and Development Ltd.
|
|
10.39
|
Common Stock Purchase Warrant, dated as of April 13, 2011, issued by BrainStorm Cell Therapeutics Inc. to Hadasit Medical Research Services and Development Ltd.
|
|
10.40
|
Convertible Promissory Note, dated as of September 15, 2010, issued by the Company to Thomas B. Rosedale is incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 15, 2010 (File No. 333-61610).
|
|
10.41*
|
Employment Agreement, dated June 23, 2010, by and between the Brainstorm Cell Therapeutics Ltd. and Liat Sossover is incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 16, 2010 (File No. 333-61610).
|
|
10.42*
|
Employment Agreement, dated January 30, 2011, by and between Brainstorm Cell Therapeutics Ltd. and Dr. Adrian Harel is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 2, 2011 (File No. 333-61610).
|
|
10.43
|
Form of Securities Purchase Agreement, dated as of February 2011, by and between the Company and certain investors is incorporated herein by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K filed on March 31, 2011(File No. 333-61610).
|
|
10.44
|
Form of Common Stock Purchase Warrant, dated as of February 2011, issued by the Company to certain investors is incorporated herein by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K filed on March 31, 2011(File No. 333-61610).
|
|
10.45
|
Form of Securities Purchase Agreement, dated as of February 7, 2011, by and between the Company and Karinel Ltd. is incorporated herein by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K filed on March 31, 2011(File No. 333-61610).
|
|
10.46
|
Form of Common Stock Purchase Warrant, dated as of February 7, 2011, issued by the Company to Karinet Ltd. is incorporated herein by reference to Exhibit 10.40 of the Company’s Annual Report on Form 10-K filed on March 31, 2011(File No. 333-61610).
|
|
10.47
|
Clinical Trial Agreement, entered into as of February 17, 2010, among BrainStorm Cell Therapeutics Ltd., Prof. Dimitrios Karussis and Hadasit Medical Research Services and Development Ltd. is incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 15, 2011 (File No. 000-54365).
|
|
10.48
|
Amendment to the Clinical Trial Agreement, entered into as of June 27, 2011, among BrainStorm Cell Therapeutics Ltd., Prof. Dimitrios Karousis and Hadasit Medical Research Services and Development Ltd. is incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 15, 2011 (File No. 000-54365).
|
|
10.49*
|
BrainStorm Cell Therapeutics Inc. Director Compensation Plan is incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 15, 2011 (File No. 000-54365).
|
|
10.50
|
Common Stock Purchase Warrant, dated as of February 17, 2010, issued by BrainStorm Cell Therapeutics Inc. to Hadasit Medical Research Services and Development Ltd.
|
10.51
|
Common Stock Purchase Warrant, dated as of February 17, 2010, issued by BrainStorm Cell Therapeutics Inc. to Hadasit Medical Research Services and Development Ltd.
|
|
10.52
|
Common Stock Purchase Warrant, dated as of February 17, 2010, issued by BrainStorm Cell Therapeutics Inc. to Hadasit Medical Research Services and Development Ltd.
|
|
10.53
|
Settlement and Waiver Agreement, dated July 25, 2011, by and among BrainStorm Cell Therapeutics Inc., BrainStorm Cell Therapeutics Ltd., Abraham Efrati and Pro Int Ltd. is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 28, 2011 (File No. 000-54365).
|
|
10.54
|
Amended and Restated Executive Director Agreement, dated November 11, 2011, by and between the Company and Chen Schor is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed November 16, 2011 (File No. 333-61610).
|
21.1
|
Subsidiaries of the Company is incorporated herein by reference to Exhibit 21 of the Company’s Transition Report on Form 10-KSB filed on March 30, 2007 (File No. 333-61610).
|
|
23.1
|
Consent of Brightman Almagor & Co., a member of Deloitte Touche Tohmatsu.
|
|
23.2 | Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. | |
23.3
|
Consent of BRL Law Group LLC (included in Exhibit 5.1)**
|
|
24.1
|
Power of Attorney (included on signature page)
|
*
|
Management contract or compensatory plan or arrangement.
|
**
|
To be filed by amendment.
|
BRAINSTORM CELL THERAPEUTICS INC.
|
||
By:
|
/s/ Adrian Harel
|
|
Adrian Harel
|
||
Acting Chief Executive Officer
|
||
(Principal Executive Officer)
|
Signature
|
Title
|
Date
|
||
/s/ Adrian Harel
|
Acting Chief Executive Officer
|
February 1, 2012
|
||
Adrian Harel
|
(Principal Executive Officer)
|
|||
/s/ Liat Sossover
|
Chief Financial Officer
|
February 1, 2012
|
||
Liat Sossover
|
( Principal Financial and Accounting Officer)
|
|||
/s/ Irit Arbel
|
Director
|
February 3, 2012
|
||
Irit Arbel
|
||||
/s/ Mordechai Friedman
|
Director
|
February 2, 2012
|
||
Mordechai Friedman
|
||||
/s/ Abraham Israeli
|
Director
|
February 2, 2012
|
||
Abraham Israeli
|
||||
/s/ Alon Pinkas
|
Director
|
February 2, 2012
|
||
Alon Pinkas
|
||||
/s/ Chen Schor
|
Director
|
February 2, 2012
|
||
Chen Schor
|
||||
Director
|
_______, 2012
|
|||
Robert Shorr
|
||||
/s/ Malcolm Taub
|
Director
|
February 2, 2012
|
||
Malcolm Taub
|
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the “Agreement” ) is made and entered into as of, December 20, 2011, with effective date of January 1, 2007 (the “Effective Date” ), by and between BrainStorm Cell Therapeutics Inc., a company incorporated under the laws of the State of Delaware, having its corporate headquarters at East 59 th Street, New York, NY 10019 USA (the “Assignor” ), and Brainstorm Cell Therapeutics Ltd., a limited liability company incorporated under the laws of the State of Israel, having a place of business at 12 Bazel Street, Street, Petach Tikva, Israel 49170 (the “Assignee” ).
WHEREAS , the Assignor is a party to that certain Second Amended and Restated and License Agreement dated July 26, 2007, effective July 12, 2004, by and between the Assignor and Ramot at Tel Aviv University Ltd. ( “Ramot” ), as amended on December 24, 2009 (including all exhibits and schedules thereto and all transactions contemplated thereunder, the “License Agreement” );
WHEREAS, the Assignor wishes to assign and transfer any and all of its rights, interests, titles, liabilities and obligations (the “Assignor’s Rights” ) under the License Agreement to the Assignee, and respectively, the Assignee wishes to assume the Assignor’s Rights thereunder;
NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee, intending to be legally bound hereby, hereby agree as follows:
1. | The Assignor absolutely and irrevocably assigns and transfers all of Assignor’s Rights under the License Agreement to the Assignee, and the Assignee hereby agrees to assume the same, all from the Effective Date including, inter alia, the ownership rights of Assignor in the joint patent application WO2009/144718 relating to MESENCHYMAL STEM CELLS FOR THE TREATMENT OF CNS DISEASES and all National Phase, Continuation and Divisional Applications therefrom. |
2. | The Assignor hereby undertakes towards Ramot to be a guarantor of all obligations of the Assignee under the License Agreement. Should Assignee be in breach of the License Agreement Ramot shall be entitled to approach Assignor demanding compliance with the License Agreement. |
3. | This Agreement shall be governed by and construed according to the laws of the State of Israel, without regard to the conflict of laws provision thereof. |
4. | Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby. |
5. | This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument. |
IN WITNESS WHEREOF, the parties have signed this Agreement effective as of the Effective Date:
Assignor: | Assignee: | |||
Brainstorm Cell Therapeutics Inc. | Brainstorm Cell Therapeutics Ltd. | |||
By: | /s/ Adrian Harel | By: | /s/ Liat Sossover | |
Name: Adrian Harel | Name: Liat Sossover | |||
Title: CEO | Title CFO | |||
20/12/2011 | Dec 20, 2011 |
The undersigned, Ramot at Tel Aviv University Ltd., in accordance with Section 14.10 to the License Agreement hereby provides its consent to the assignment of the License Agreement, in accordance with the terms above and agrees to execute such documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement.
/s/ Avi Nataneli | /s/ Ze’ev Weinfeld | 21/12/2011 | ||
Ramot at Tel Aviv University Ltd. | Date |
Avi Nataneli | Ze’ev Weinfeld, Ph.D. | |
Chief Financial Officer | CEO |
FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT (“ Amendment ”) is made as of December 31, 2011 by and among Prof. Avi Israeli, Hadasit Medical Research Services and Development Ltd. and BrainStorm Cell Therapeutics Inc. (together, the “ Parties ”).
WHEREAS, the Parties have entered into that certain Agreement dated April 13 th , 2010 (the “ Agreement ”); and
WHEREAS, it is and was the intention of the Parties that the Options (as defined in the Agreement) be granted initially on April 13, 2010 and then also granted upon each anniversary of April 13, 2010 until the Agreement is terminated (and subject to other terms and conditions stated in the Agreement), and the Parties wish to clarify the Agreement accordingly.
NOW, THEREFORE, in consideration of the mutual promises herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. That Section 3.1 of the Agreement is amended and restated in its entirety as follows:
3.1 options or warrants to purchase up to 200,000 (two hundred thousand) (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and the like, but for the avoidance of doubt, such options or warrants shall not have any anti-dilution adjustments or protections and shall not have preemptive rights attach to such options or warrants, and the holder of the options or warrants shall not be granted any preemptive rights) shares of the Company’s common stock, par value USD $0.00005, to be granted on the date of this Agreement (April 13, 2010) and upon each anniversary of the date of this Agreement (i.e. on April 12, 2011, April 12, 2012, April 12, 2013, and so on) until the Agreement is terminated, with par value USD $0.00005 each, at an exercise price per share of USD $0.00005 per share of Company common stock (the “ Options ”) as follows: Prof. Israeli shall be granted options to purchase 166,666 (one hundred sixty six thousand, six hundred and sixty six) shares of the Company’s common stock, par value USD $0.00005 each, and Hadasit shall be granted warrants to purchase 33,334 (thirty three thousand three hundred and thirty four) shares of the Company’s common stock, par value USD $0.00005 each.
2. That Section 3.2 of the Agreement is amended and restated in its entirety as follows:
3.2 The Options shall terminate upon the earliest of: (i) the 10 year anniversary of the grant date of such Option; (ii) immediately prior to a sale of all or substantially all of the shares of the Company in a merger and/or acquisition transaction; or (iii) six (6) months following the termination of the Agreement (the “ Termination Date ”). Options not exercised by such time shall become null and void.
3. That Section 3.3 of the Agreement is amended and restated in its entirety as follows:
3.3 The Options shall vest and become exercisable in twelve (12) consecutive equal monthly amounts at the end of each calendar month following the date of grant (as determined in accordance with Section 3.1 of this Agreement) of such Option. For clarity, in the event of termination of this Agreement, all options or warrants for the purchase of common stock that have vested and become exercisable under Options prior to the date of termination of this Agreement, shall be made available to be exercised immediately after termination thereof. Vesting shall be subject to (i) the provisions of Company’s 2004 Global Share Option Plan, (ii) a resolution of the Board of Directors of the Company, and (iii) the execution by the parties of an option agreement or warrant and any other document required by the Company.
4. This Amendment may be executed in counterparts which, when taken together, shall constitute one and the same agreement.
[ Signatures on following page]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
BRAINSTORM CELL THERAPEUTICS INC. | |
By: /s/ Liat Sossover | |
Name: Liat Sossover | |
Title: Chief Financial Officer | |
/s/ Avi Israeli | |
Prof. Avi Israeli | |
HADASIT MEDICAL RESEARCH | |
SERVICES AND DEVELOPMENT LTD. | |
By: /s/ Dr. Einat Zisman | |
Name: Dr. Einat Zisman | |
Title: CEO |
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT
Warrant No.: 2010-4 | Number of Shares: 33,334 |
(subject to adjustment) | |
Date of Issuance: April 13, 2010 |
BRAINSTORM CELL THERAPEUTICS, INC.
Common Stock Purchase Warrant
(Void after April 13, 2020)
BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York time) on April 13, 2020 (the “Expiration Date”), 33,334 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.00005 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
1. Exercise .
(a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may only be exercised as to vested Warrant Shares, and shall vest and become exercisable as follows: in twelve (12) consecutive equal monthly amounts at the end of each calendar month starting April 30, 2010 such that all Warrant Shares are vested in full on March 31, 2011 (the “Fully Vested Date”), unless the Agreement dated April 13, 2010 by and among Prof. Avi Israeli, the Registered Holder and the Company (the “Agreement”) is terminated prior to the Fully Vested Date, in which case no further Warrant Shares shall vest on or after the date of such termination. Upon termination of the Agreement vesting shall cease and the Registered Holder shall be entitled to exercise this Warrant only with respect to the portion of the Warrant Shares that shall have vested prior to the date of termination of the Agreement, rounded to the nearest number without decimal. The Warrant shall be valid until and may be exercised only on or before the earliest of the following: (i) immediately prior to a sale of all or substantially all of the shares of the Company in a merger and/or acquisition transaction; (ii) the Expiration Date; or (iii) six (6) months following the termination of the Agreement. Immediately after such date all unexercised Warrant Shares shall expire and be forfeited, and this Warrant shall terminate.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made.
(c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
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(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.
2. Adjustments .
(a) Adjustment for Stock Splits and Combinations . If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.
(b) Adjustment for Certain Dividends and Distributions . In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:
(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;
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provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.
(c) Adjustment in Number of Warrant Shares . When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(d) Adjustments for Other Dividends and Distributions . In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than cash out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised into Common Stock on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder.
(e) Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.
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(f) Certificate as to Adjustments . Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Registered Holder, furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant.
3. Fractional Shares . The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.
4. Requirements for Transfer .
(a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act.
(c) Each certificate representing Warrant Shares shall bear a legend substantially in the following form:
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”
5. No Impairment . The Company will not, by amendment of its charter or through reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.
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6. Notices of Record Date, etc. In the event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or
(c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.
7. Reservation of Stock . The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.
8. Exchange of Warrants . Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.
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9. Replacement of Warrants . Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.
10. Transfers, etc.
(a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.
(b) Subject to the provisions of Section 4 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company.
(c) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided , however , that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
11. Mailing of Notices, etc. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice.
12. No Rights as Stockholder . Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.
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13. Change or Waiver . Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.
14. Section Headings . The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.
15. Governing Law . This Warrant will be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof).
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EXECUTED as of the date set forth below.
BRAINSTORM CELL THERAPEUTICS, INC. | |
By: Adrian Harel; Liat Sossover | |
Title: Acting CEO; CFO | |
Date: 1/17/2012 |
[Corporate Seal]
ATTEST:
Dr. Einat Zisman
CEO
Hadasit Medical Research Services & Development Ltd.
2/1/2012
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EXHIBIT I
PURCHASE FORM
To:_________________ | Dated:____________ |
The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box) :
0 | _____ shares of the Common Stock covered by such Warrant; or |
0 | the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 1(b). |
The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $________. Such payment takes the form of (check applicable box or boxes) :
0 | $______ in lawful money of the United States; and/or |
0 | the cancellation of such portion of the attached Warrant as is exercisable for a total of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this calculation); and/or |
0 | the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1(b), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1(b). |
Signature: | |||
Address: | |||
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EXHIBIT II
ASSIGNMENT FORM
FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with respect to the number of shares of Common Stock covered thereby set forth below, unto:
Name of Assignee | Address | No. of Shares | ||
Dated: | Signature: |
Signature Guaranteed:
By: |
The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT
Warrant No.: 2011-1 | Number of Shares: 33,334 |
(subject to adjustment) | |
Date of Issuance: April 13, 2011 |
BRAINSTORM CELL THERAPEUTICS, INC.
Common Stock Purchase Warrant
(Void after April 13, 2021)
BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York time) on April 13, 2021 (the “Expiration Date”), 33,334 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.00005 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
1. Exercise .
(a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may only be exercised as to vested Warrant Shares, and shall vest and become exercisable as follows: in twelve (12) consecutive equal monthly amounts at the end of each calendar month starting April 30, 2011 such that all Warrant Shares are vested in full on March 31, 2012 (the “Fully Vested Date”), unless the Agreement dated April 13, 2010 by and among Prof. Avi Israeli, the Registered Holder and the Company (the “Agreement”) is terminated prior to the Fully Vested Date, in which case no further Warrant Shares shall vest on or after the date of such termination. Upon termination of the Agreement vesting shall cease and the Registered Holder shall be entitled to exercise this Warrant only with respect to the portion of the Warrant Shares that shall have vested prior to the date of termination of the Agreement, rounded to the nearest number without decimal. The Warrant shall be valid until and may be exercised only on or before the earliest of the following: (i) immediately prior to a sale of all or substantially all of the shares of the Company in a merger and/or acquisition transaction; (ii) the Expiration Date; or (iii) six (6) months following the termination of the Agreement. Immediately after such date all unexercised Warrant Shares shall expire and be forfeited, and this Warrant shall terminate.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made.
(c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
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(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.
2. Adjustments .
(a) Adjustment for Stock Splits and Combinations . If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.
(b) Adjustment for Certain Dividends and Distributions . In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:
(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;
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provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.
(c) Adjustment in Number of Warrant Shares . When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
(d) Adjustments for Other Dividends and Distributions . In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than cash out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised into Common Stock on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder.
(e) Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.
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(f) Certificate as to Adjustments . Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Registered Holder, furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant.
3. Fractional Shares . The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.
4. Requirements for Transfer .
(a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act.
(c) Each certificate representing Warrant Shares shall bear a legend substantially in the following form:
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”
5. No Impairment . The Company will not, by amendment of its charter or through reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.
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6. Notices of Record Date, etc. In the event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or
(c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.
7. Reservation of Stock . The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.
8. Exchange of Warrants . Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.
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9. Replacement of Warrants . Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.
10. Transfers, etc.
(a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.
(b) Subject to the provisions of Section 4 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company.
(c) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided , however , that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
11. Mailing of Notices, etc. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice.
12. No Rights as Stockholder . Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.
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13. Change or Waiver . Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.
14. Section Headings . The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.
15. Governing Law . This Warrant will be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof).
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EXECUTED as of the date of set forth below.
BRAINSTORM CELL THERAPEUTICS, INC. | |
By: Adrian Harel; Liat Sossover | |
Title: Acting CEO; CFO | |
Date: 1/17/2012 |
[Corporate Seal]
ATTEST:
Dr. Einat Zisman
CEO
Hadasit Medical Research Services & Development Ltd.
2/1/2012
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EXHIBIT I
PURCHASE FORM
To:_________________ | Dated:____________ |
The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box) :
0 | _____ shares of the Common Stock covered by such Warrant; or |
0 | the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 1(b). |
The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $________. Such payment takes the form of (check applicable box or boxes) :
0 | $______ in lawful money of the United States; and/or |
0 | the cancellation of such portion of the attached Warrant as is exercisable for a total of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this calculation); and/or |
0 | the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1(b), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1(b). |
Signature: | |||
Address: | |||
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EXHIBIT II
ASSIGNMENT FORM
FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with respect to the number of shares of Common Stock covered thereby set forth below, unto:
Name of Assignee | Address | No. of Shares | ||
Dated: | Signature: |
Signature Guaranteed:
By: |
The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT
Warrant No.: 2010-1 | Number of Shares: 500,000 |
(subject to adjustment) | |
Date of Issuance: February 17, 2010 |
BRAINSTORM CELL THERAPEUTICS, INC.
Common Stock Purchase Warrant
(Void after February 17, 2015)
BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York time) on February 17, 2015, 500,000 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.001 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
1. Exercise .
(a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the Israeli Ministry of Health approves the execution of the Study Protocol (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and between the Registered Holder, Prof. Dimitrios Karousis and BrainStorm Cell Therapeutics Ltd., and as amended from time to time).
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made.
(c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.
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2. Adjustments .
(a) Adjustment for Stock Splits and Combinations . If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.
(b) Adjustment for Certain Dividends and Distributions . In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:
(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;
provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.
(c) Adjustment in Number of Warrant Shares . When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
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(d) Adjustments for Other Dividends and Distributions . In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than cash out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised into Common Stock on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder.
(e) Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.
(f) Certificate as to Adjustments . Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Registered Holder, furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant.
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3. Fractional Shares . The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.
4. Requirements for Transfer .
(a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act.
(c) Each certificate representing Warrant Shares shall bear a legend substantially in the following form:
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”
5. No Impairment . The Company will not, by amendment of its charter or through reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.
6. Notices of Record Date, etc. In the event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or
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(b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or
(c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.
7. Reservation of Stock . The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.
8. Exchange of Warrants . Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.
9. Replacement of Warrants . Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.
10. Transfers, etc.
(a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.
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(b) Subject to the provisions of Section 4 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company.
(c) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided , however , that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
11. Mailing of Notices, etc. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice.
12. No Rights as Stockholder . Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.
13. Change or Waiver . Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.
14. Section Headings . The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.
15. Governing Law . This Warrant will be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof).
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EXECUTED as of the Date of Issuance indicated above.
BRAINSTORM CELL THERAPEUTICS, INC. | |
By: Adrian Harel; Liat Sossover | |
[Corporate Seal] | Title: Acting CEO; CFO |
1/17/2012 |
ATTEST
Dr. Einat Zisman
CEO
Hadasit Medical Research Services & Development Ltd.
2/1/2012
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EXHIBIT I
PURCHASE FORM
To:_________________ | Dated:____________ |
The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box) :
0 | _____ shares of the Common Stock covered by such Warrant; or |
0 | the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 1(b). |
The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $________. Such payment takes the form of (check applicable box or boxes) :
0 | $______ in lawful money of the United States; and/or |
0 | the cancellation of such portion of the attached Warrant as is exercisable for a total of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this calculation); and/or |
0 | the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1(b), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1(b). |
Signature: | |||
Address: | |||
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EXHIBIT II
ASSIGNMENT FORM
FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with respect to the number of shares of Common Stock covered thereby set forth below, unto:
Name of Assignee | Address | No. of Shares | ||
Dated: | Signature: |
Signature Guaranteed:
By: |
The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT
Warrant No.: 2010-2 | Number of Shares: 500,000 |
(subject to adjustment) | |
Date of Issuance: February 17, 2010 |
BRAINSTORM CELL THERAPEUTICS, INC.
Common Stock Purchase Warrant
(Void after February 17, 2015)
BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York time) on February 17, 2015, 500,000 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.001 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
1. Exercise .
(a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the enrollment of all patients into the Study (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and between the Registered Holder, Prof. Dimitrios Karousis and BrainStorm Cell Therapeutics Ltd., and as amended from time to time).
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made.
(c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.
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2. Adjustments .
(a) Adjustment for Stock Splits and Combinations . If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.
(b) Adjustment for Certain Dividends and Distributions . In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:
(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;
provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.
(c) Adjustment in Number of Warrant Shares . When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
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(d) Adjustments for Other Dividends and Distributions . In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than cash out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised into Common Stock on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder.
(e) Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.
(f) Certificate as to Adjustments . Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Registered Holder, furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant.
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3. Fractional Shares . The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.
4. Requirements for Transfer .
(a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act.
(c) Each certificate representing Warrant Shares shall bear a legend substantially in the following form:
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”
5. No Impairment . The Company will not, by amendment of its charter or through reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.
6. Notices of Record Date, etc. In the event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or
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(b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or
(c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.
7. Reservation of Stock . The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.
8. Exchange of Warrants . Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.
9. Replacement of Warrants . Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.
10. Transfers, etc.
(a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.
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(b) Subject to the provisions of Section 4 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company.
(c) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided , however , that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
11. Mailing of Notices, etc. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice.
12. No Rights as Stockholder . Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.
13. Change or Waiver . Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.
14. Section Headings . The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.
15. Governing Law . This Warrant will be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof).
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EXECUTED as of the Date of Issuance indicated above.
BRAINSTORM CELL THERAPEUTICS, INC. | |
By: Adrian Harel; Liat Sossover | |
[Corporate Seal] | Title: Acting CEO; CFO |
1/17/2012 |
ATTEST:
Dr. Einat Zisman
CEO
Hadasit Medical Research Services & Development Ltd.
2/1/2012
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EXHIBIT I
PURCHASE FORM
To:_________________ | Dated:____________ |
The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box) :
0 | _____ shares of the Common Stock covered by such Warrant; or |
0 | the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 1(b). |
The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $________. Such payment takes the form of (check applicable box or boxes) :
0 | $______ in lawful money of the United States; and/or |
0 | the cancellation of such portion of the attached Warrant as is exercisable for a total of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this calculation); and/or |
0 | the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1(b), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1(b). |
Signature: | |||
Address: | |||
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EXHIBIT II
ASSIGNMENT FORM
FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with respect to the number of shares of Common Stock covered thereby set forth below, unto:
Name of Assignee | Address | No. of Shares | ||
Dated: | Signature: |
Signature Guaranteed:
By: |
The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT
Warrant No.: 2010-3 | Number of Shares: 500,000 |
(subject to adjustment) | |
Date of Issuance: February 17, 2010 |
BRAINSTORM CELL THERAPEUTICS, INC.
Common Stock Purchase Warrant
(Void after February 17, 2015)
BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York time) on February 17, 2015, 500,000 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.001 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
1. Exercise .
(a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the completion of the Study (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and between the Registered Holder, Prof. Dimitrios Karousis and BrainStorm Cell Therapeutics Ltd., and as amended from time to time); provided further that if the Study terminates prior to this Warrant vesting and becoming exercisable and if more than two-thirds of the patients are enrolled prior to the termination, then this Warrant shall vest and become exercisable in an amount that is pro rata to the number of patients enrolled.
(b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).
(ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made.
(c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.
(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.
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2. Adjustments .
(a) Adjustment for Stock Splits and Combinations . If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.
(b) Adjustment for Certain Dividends and Distributions . In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:
(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;
provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.
(c) Adjustment in Number of Warrant Shares . When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.
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(d) Adjustments for Other Dividends and Distributions . In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than cash out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised into Common Stock on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder.
(e) Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.
(f) Certificate as to Adjustments . Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Registered Holder, furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant.
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3. Fractional Shares . The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection 1(b) above.
4. Requirements for Transfer .
(a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.
(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act.
(c) Each certificate representing Warrant Shares shall bear a legend substantially in the following form:
“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”
5. No Impairment . The Company will not, by amendment of its charter or through reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.
6. Notices of Record Date, etc. In the event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or
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(b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or
(c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.
7. Reservation of Stock . The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.
8. Exchange of Warrants . Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.
9. Replacement of Warrants . Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.
10. Transfers, etc.
(a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.
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(b) Subject to the provisions of Section 4 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company.
(c) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided , however , that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.
11. Mailing of Notices, etc. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice.
12. No Rights as Stockholder . Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.
13. Change or Waiver . Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.
14. Section Headings . The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.
15. Governing Law . This Warrant will be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof).
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EXECUTED as of the Date of Issuance indicated above.
BRAINSTORM CELL THERAPEUTICS, INC. | |
By: Adrian Harel; Liat Sossover | |
[Corporate Seal] | Title: Acting CEO; CFO |
1/17/2012 |
ATTEST:
Dr. Einat Zisman
CEO
Hadasit Medical Research Services & Development Ltd.
2/1/2012
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EXHIBIT I
PURCHASE FORM
To:_________________ | Dated:____________ |
The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box) :
0 | _____ shares of the Common Stock covered by such Warrant; or |
0 | the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 1(b). |
The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $________. Such payment takes the form of (check applicable box or boxes) :
0 | $______ in lawful money of the United States; and/or |
0 | the cancellation of such portion of the attached Warrant as is exercisable for a total of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this calculation); and/or |
0 | the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1(b), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1(b). |
Signature: | |||
Address: | |||
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EXHIBIT II
ASSIGNMENT FORM
FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with respect to the number of shares of Common Stock covered thereby set forth below, unto:
Name of Assignee | Address | No. of Shares | ||
Dated: | Signature: |
Signature Guaranteed:
By: |
The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form S-1 of our report dated March 30, 2011 relating to the financial statements of BRAINSTORM CELL THERAPEUTICS INC. appearing in the Prospectus, which is part of this Registration Statement.
We also consent to the reference to us under the headings "Experts" in such Prospectus.
/s/ Brightman Almagor Zohar & Co.
Brightman Almagor Zohar & Co.
A member of Deloitte Touche Tohmatsu
Tel Aviv, Israel
February 2, 2012
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form S-1 of our report dated April 13, 2008, relating to the financial statements of Brainstorm Cell Therapeutics Inc. as of December 31, 2007 and for the year ended December 31, 2007 (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the Company 's ability to continue as a going concern). appearing in the Prospectus, which is part of this Registration Statement.
/s/ KOST FORER GABBAY & KASIERER | |
Tel-Aviv, Israel | KOST FORER GABBAY & KASIERER |
February 2, 2012 | A Member of Ernst & Young Global |