|
State of Israel
|
| |
2836
|
| |
Not Applicable
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification No.) |
|
|
Michael P. Kaplan, Esq.
Sophia Hudson, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
| |
Yair Geva, Adv.
Ron Ben Menachem, Adv. Tomer Farkash, Adv. Herzog Fox & Neeman 4 Weizmann Street Tel Aviv 6423904, Israel +972 (3) 692-2020 |
| |
Ivan K. Blumenthal, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo PC 666 Third Avenue New York, New York 10017 (212) 935-3000 |
| |
Chaim Friedland, Adv.
Ari Fried, Adv. Gornitzky & Co. Zion House 45 Rothschild Blvd. Tel Aviv 6578403, Israel +972 (3) 710-9191 |
|
Title of Each Class of Securities to be Registered
|
| |
Amount To Be
Registered |
| |
Proposed Maximum
Aggregate Offering Price Per Share(1) |
| |
Proposed Maximum
Aggregate Offering Price |
| |
Amount of
Registration Fee(3) |
| ||||||||||||
Ordinary shares, par value NIS 0.0001117 per share
|
| | | | 5,750,000 (2) | | | | | $ | 12.00 | | | | | $ | 69,000,000 (2) | | | | | $ | 8,591 | | |
Ordinary shares, par value NIS 0.0001117 per share(4)
|
| | | | 984,500 | | | | | $ | 12.00 | | | | | $ | 11,814,000 | | | | | $ | 1,471 | | |
Total
|
| | | | 6,734,500 | | | | | | | | | | | $ | 80,814,000 | | | | | $ | 10,062 | | |
|
| | |
Price to Public
|
| |
Underwriting
Discounts and Commissions |
| |
Proceeds to
Company(1) |
| |||||||||
Per ordinary share
|
| | | $ | | | | | | $ | | | | | | $ | | | |
Total
|
| | | $ | | | | | | $ | | | | | | $ | | | |
| | |
Page
|
| |||
| | | | iv | | | |
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| | | | 13 | | | |
| | | | 52 | | | |
| | | | 54 | | | |
| | | | 55 | | | |
| | | | 56 | | | |
| | | | 58 | | | |
| | | | 60 | | | |
| | | | 61 | | | |
| | | | 63 | | | |
| | | | 79 | | |
| Ordinary shares offered by us | | | 5,000,000 ordinary shares (or 5,750,000 ordinary shares if the underwriters exercise in full their option to purchase additional ordinary shares) | |
|
Ordinary shares to be outstanding after this offering
|
| | 11,897,252 ordinary shares (or 12,647,252 ordinary shares if the underwriters exercise in full their option to purchase additional ordinary shares) | |
| Over-allotment option | | | We have granted the underwriters a 30-day option to purchase up to an additional 750,000 ordinary shares from us to cover over-allotments. | |
| Use of Proceeds | | | We estimate that we will receive net proceeds of approximately $49.9 million from our sale of ordinary shares in this offering, after deducting the estimated underwriting discount and the estimated offering expenses payable by us. This assumes an offering price of $11.00 per share, which is the midpoint of the estimated offering price range on the cover page of this prospectus. We intend to use the net proceeds from this offering, together with $11.7 million of cash and cash equivalents on hand as of December 31, 2017, as follows: | |
| | | |
•
approximately $45.0 million to fund research and development expenses of our oral PTH candidate, EB612;
|
|
| | | |
•
approximately $1.5 million to fund research and development expenses of our oral PTH candidate, EB613;
|
|
| | | |
•
approximately $2.5 million to fund other research and development expenses; and
|
|
| | | |
•
the remainder for working capital and general corporate purposes.
|
|
| | | | See “Use of Proceeds.” | |
| Dividend Policy | | | We have never paid or declared any cash dividends on our ordinary shares, and we do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future. See “Dividend Policy.” | |
| Risk Factors | | | See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our ordinary shares. | |
| Proposed Listing | | | We have applied to list our ordinary shares on the NASDAQ Capital Market under the symbol “ENTX”. | |
| | |
(unaudited)
Nine Months Ended September 30, |
| |
(audited)
Year Ended December 31, |
| ||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2016
|
| |
2015
|
| ||||||||||||
| | |
(In thousands, except shares and per share data)
|
| |||||||||||||||||||||
Statements of comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development expenses
|
| | | $ | 1,686 | | | | | $ | 1,851 | | | | | $ | 2,648 | | | | | $ | 2,115 | | |
General and administrative expenses
|
| | | | 5,267 | | | | | | 2,296 | | | | | | 2,719 | | | | | | 1,586 | | |
Total operating loss
|
| | | | 6,953 | | | | | | 4,147 | | | | | | 5,367 | | | | | | 3,701 | | |
Financial (income) expenses:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
(Income) loss from change in fair value of financial liabilities at fair value
|
| | | | 403 | | | | | | (3,917 ) | | | | | | (4,311 ) | | | | | | 447 | | |
Other financial expenses, net
|
| | | | 66 | | | | | | 112 | | | | | | 143 | | | | | | 134 | | |
Financial (income) expenses, net
|
| | | | 469 | | | | | | (3,805 ) | | | | | | (4,168 ) | | | | | | 581 | | |
Net comprehensive loss
|
| | | $ | 7,422 | | | | | $ | 342 | | | | | $ | 1,199 | | | | | $ | 4,282 | | |
Loss per ordinary share(1) | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 215 | | | | | $ | 10 | | | | | $ | 35 | | | | | $ | 124 | | |
Diluted
|
| | | $ | 220 | | | | | $ | 91 | | | | | $ | 102 | | | | | $ | 124 | | |
Weighted average number of ordinary shares used in computing loss per share(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 34,544 | | | | | | 34,396 | | | | | | 34,409 | | | | | | 34,396 | | |
Diluted
|
| | | | 37,098 | | | | | | 51,958 | | | | | | 51,972 | | | | | | 34,396 | | |
Pro forma loss per ordinary share(2) (unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 1.37 | | | | | | | | | | | $ | 0.55 | | | | | | | | |
Diluted
|
| | | $ | 1.44 | | | | | | | | | | | $ | 0.94 | | | | | | | | |
Weighted average number of ordinary shares used in computing pro forma loss per share(2) (unaudited)
|
| | | | | ||||||||||||||||||||
Basic
|
| | | | 5,618,943 | | | | | | | | | | | | 5,071,663 | | | | | | | | |
Diluted
|
| | | | 5,847,526 | | | | | | | | | | | | 5,955,543 | | | | | | | | |
|
| | |
(unaudited)
As of September 30, 2017 |
| |||||||||||||||||||||
| | |
Actual
|
| |
Pro forma(1)
|
| |
Pro forma as
Adjusted(2) |
| |
Pro forma as
Further Adjusted(3) |
| ||||||||||||
| | |
(In thousands)
|
| |||||||||||||||||||||
Statements of financial position data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 2,899 | | | | | $ | 13,735 | | | | | $ | 13,735 | | | | | $ | 63,760 | | |
Restricted deposits
|
| | | | 22 | | | | | | 22 | | | | | | 22 | | | | | | 22 | | |
Other current assets
|
| | | | 430 | | | | | | 430 | | | | | | 430 | | | | | | 430 | | |
Total current assets
|
| | | | 3,351 | | | | | | 14,187 | | | | | | 14,187 | | | | | | 64,212 | | |
Property and equipment
|
| | | | 215 | | | | | | 215 | | | | | | 215 | | | | | | 215 | | |
Intangible assets
|
| | | | 654 | | | | | | 654 | | | | | | 654 | | | | | | 654 | | |
Total assets
|
| | | $ | 4,220 | | | | | $ | 15,056 | | | | | $ | 15,056 | | | | | $ | 65,081 | | |
Accounts payable – Trade and other
|
| | | | 1,003 | | | | | | 1,303 | | | | | | 1,303 | | | | | | 1,303 | | |
Receipts on account of sale of Series B preferred shares
|
| | | | 1,575 | | | | | | — | | | | | | — | | | | | | — | | |
Short-term convertible loans
|
| | | | 11,695 | | | | | | — | | | | | | — | | | | | | — | | |
Total current liabilities
|
| | | | 14,273 | | | | | | 1,303 | | | | | | 1,303 | | | | | | 1,303 | | |
Long-term convertible loans
|
| | | | 3,919 | | | | | | 3,919 | | | | | | — | | | | | | — | | |
Preferred shares
|
| | | | 8,841 | | | | | | 33,517 | | | | | | — | | | | | | — | | |
Warrants to purchase preferred shares and shares
|
| | | | 4,723 | | | | | | 4,920 | | | | | | — | | | | | | — | | |
Liability to issue preferred shares and warrants
|
| | | | 1,044 | | | | | | 1,044 | | | | | | — | | | | | | — | | |
Severance pay obligations, net
|
| | | | 56 | | | | | | 56 | | | | | | 56 | | | | | | 56 | | |
Total liabilities
|
| | | $ | 32,856 | | | | | $ | 44,759 | | | | | $ | 1,359 | | | | | $ | 1,359 | | |
Equity (capital deficiency)
|
| | | $ | (28,636 ) | | | | | $ | (29,703 ) | | | | | $ | 13,697 | | | | | $ | 63,722 | | |
Working capital(4)
|
| | | $ | (10,922 ) | | | | | $ | 12,884 | | | | | $ | 12,884 | | | | | $ | 62,909 | | |
|
| | |
(unaudited)
As of September 30, 2017 |
| |||||||||||||||||||||
| | |
Actual
|
| |
Pro forma
|
| |
Pro forma as
Adjusted |
| |
Pro forma as
Further Adjusted |
| ||||||||||||
| | |
(In thousands)
|
| |||||||||||||||||||||
Cash and cash equivalents
|
| | | $ | 2,899 | | | | | $ | 13,735 | | | | | $ | 13,735 | | | | | $ | 63,760 | | |
Convertible loans
|
| | | $ | 15,614 | | | | | $ | 3,919 | | | | | $ | — | | | | | $ | — | | |
Series A preferred shares of NIS 0.01 par value; 25,000 authorized, 10,222 issued and outstanding, actual; 25,000 authorized, 10,222 issued and outstanding, pro forma; no shares authorized, issued and outstanding, pro forma as adjusted and pro forma as further adjusted
|
| | | | 8,841 | | | | | | 8,841 | | | | | | — | | | | | | — | | |
Series B preferred shares of NIS 0.01 par value; 35,000 authorized, no shares issued and outstanding, actual; 35,000 authorized, 14,283 issued and outstanding, pro forma; no shares authorized, issued and outstanding, pro forma as adjusted and pro forma as further adjusted
|
| | | | — | | | | | | 12,980 | | | | | | — | | | | | | — | | |
Series B-1 preferred shares of NIS 0.01 par value; 17,000 authorized, no shares issued and outstanding, actual; 17,000 authorized, 13,229 issued and outstanding, pro forma; no shares authorized, issued and outstanding, pro forma as adjusted and pro forma as further adjusted
|
| | | | — | | | | | | 11,695 | | | | | | — | | | | | | — | | |
Warrants to purchase preferred shares and shares
|
| | | | 4,723 | | | | | | 4,921 | | | | | | — | | | | | | — | | |
Liability to issue preferred shares and warrants
|
| | | | 1,044 | | | | | | 1,044 | | | | | | — | | | | | | — | | |
| | | | ||||||||||||||||||||||
| | |
Actual
|
| |
Pro forma
|
| |
Pro forma as
Adjusted |
| |
Pro forma as
Further Adjusted |
| ||||||||||||
| | |
(In thousands)
|
| |||||||||||||||||||||
Equity (capital deficiency): | | | | | | ||||||||||||||||||||
Ordinary shares; 1,000,000 authorized, 34,544 issued and outstanding, actual, of NIS 0.01 par value; 1,000,000 authorized, 35,544 issued and outstanding, pro forma of NIS 0.01 par value; 89,500,000 authorized, 6,897,252 issued and outstanding, pro forma as adjusted of NIS 0.0001117 par value; 89,500,000 authorized, 11,897,252 issued and outstanding, pro forma as further adjusted of NIS 0.0001117 par value
|
| | | | * | | | | | | * | | | | | | * | | | | | | * | | |
Other comprehensive income
|
| | | | 41 | | | | | | 41 | | | | | | 41 | | | | | | 41 | | |
Other reserves
|
| | | | 6,876 | | | | | | 6,876 | | | | | | 12,841 | | | | | | 12,841 | | |
Additional paid-in capital
|
| | | | 2,485 | | | | | | 2,485 | | | | | | 39,920 | | | | | | 89,945 | | |
Accumulated deficit
|
| | | | (38,038 ) | | | | | | (39,105 ) | | | | | | (39,105 ) | | | | | | (39,105 ) | | |
Total equity (capital deficiency)
|
| | | | (28,636 ) | | | | | | (29,703 ) | | | | | | 13,697 | | | | | | 63,722 | | |
Total capitalization
|
| | | $ | 1,586 | | | | | $ | 13,697 | | | | | $ | 13,697 | | | | | $ | 63,722 | | |
|
| | | |
Assumed initial public offering price
|
| | | | | | | | | $ | 11.00 | | |
| | | |
Pro forma as adjusted net tangible book value (deficit) per ordinary share
|
| | | $ | 1.89 | | | | | | | | |
| | | |
Increase in pro forma net tangible book value (deficit) per share attributable to this offering
|
| | | $ | 3.41 | | | | | | | | |
| | | |
Pro forma as further adjusted net tangible book value (deficit) per ordinary share after this offering
|
| | | $ | 5.30 | | | | | | | | |
| | | |
Dilution per ordinary share to new investors in this offering
|
| | | | | | | | | $ | 5.70 | | |
|
| | |
Shares Purchased
|
| |
Total Consideration
(thousands) |
| |
Average Price
Per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| ||||||||||||||||||
Existing shareholders
|
| | | | 6,897,252 | | | | | | 58 % | | | | | $ | 30,532 | | | | | | 36 % | | | | | $ | 4.40 | | |
New investors
|
| | | | 5,000,000 | | | | | | 42 % | | | | | | 55,000 | | | | | | 64 % | | | | | | 11.00 | | |
Total
|
| | | | 11,897,252 | | | | | | 100 % | | | | | $ | 85,532 | | | | | | 100 % | | | | | | | | |
|
| | |
Period-end
|
| |
Average for
Period |
| |
Low
|
| |
High
|
| ||||||||||||
| | |
(NIS per U.S. dollar)
|
| |||||||||||||||||||||
Year Ended December 31: | | | | | | ||||||||||||||||||||
2012
|
| | | | 3.7330 | | | | | | 3.8438 | | | | | | 3.7000 | | | | | | 4.0840 | | |
2013
|
| | | | 3.4710 | | | | | | 3.6023 | | | | | | 3.4710 | | | | | | 3.7910 | | |
2014
|
| | | | 3.8890 | | | | | | 3.5928 | | | | | | 3.4020 | | | | | | 3.9940 | | |
2015
|
| | | | 3.9020 | | | | | | 3.8869 | | | | | | 3.7610 | | | | | | 4.0530 | | |
2016
|
| | | | 3.8450 | | | | | | 3.8406 | | | | | | 3.7460 | | | | | | 3.9830 | | |
Nine Months Ended September 30: | | | | | | ||||||||||||||||||||
2016
|
| | | | 3.7580 | | | | | | 3.8432 | | | | | | 3.7460 | | | | | | 3.9830 | | |
2017
|
| | | | 3.5290 | | | | | | 3.5375 | | | | | | 3.5040 | | | | | | 3.5840 | | |
Month Ended: | | | | | | | | | | | | | | | | | | | | | | | | | |
July 31, 2017
|
| | | | 3.5580 | | | | | | 3.5509 | | | | | | 3.4930 | | | | | | 3.5900 | | |
August 31, 2017
|
| | | | 3.5960 | | | | | | 3.6011 | | | | | | 3.5740 | | | | | | 3.6280 | | |
September 30, 2017
|
| | | | 3.5290 | | | | | | 3.5375 | | | | | | 3.5040 | | | | | | 3.5840 | | |
October 31, 2017
|
| | | | 3.5210 | | | | | | 3.5124 | | | | | | 3.4910 | | | | | | 3.5420 | | |
November 30, 2017
|
| | | | 3.5190 | | | | | | 3.5210 | | | | | | 3.5060 | | | | | | 3.5440 | | |
December 31, 2017
|
| | | | 3.4670 | | | | | | 3.5035 | | | | | | 3.4670 | | | | | | 3.5500 | | |
January (through January 4, 2018)
|
| | | | 3.4480 | | | | | | 3.4550 | | | | | | 3.4480 | | | | | | 3.4600 | | |
| | |
(unaudited)
Nine Months Ended September 30, |
| |
(audited)
Year Ended December 31, |
| ||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2016
|
| |
2015
|
| ||||||||||||
| | |
(In thousands, except shares and per share data)
|
| |||||||||||||||||||||
Statements of comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development expenses
|
| | | $ | 1,686 | | | | | $ | 1,851 | | | | | $ | 2,648 | | | | | $ | 2,115 | | |
General and administrative expenses
|
| | | | 5,267 | | | | | | 2,296 | | | | | | 2,719 | | | | | | 1,586 | | |
Total operating loss
|
| | | | 6,953 | | | | | | 4,147 | | | | | | 5,367 | | | | | | 3,701 | | |
Financial (income) expense: | | | | | | | | | | | | | | | | | | | | | | | | | |
(Income) loss from change in fair value of financial liabilities at fair value
|
| | | | 403 | | | | | | (3,917 ) | | | | | | (4,311 ) | | | | | | 447 | | |
Other financial expenses, net
|
| | | | 66 | | | | | | 112 | | | | | | 143 | | | | | | 134 | | |
Financial (income) expenses, net
|
| | | | 469 | | | | | | (3,805 ) | | | | | | (4,168 ) | | | | | | 581 | | |
Net comprehensive loss
|
| | | $ | 7,422 | | | | | $ | 342 | | | | | $ | 1,199 | | | | | $ | 4,282 | | |
Loss per ordinary share(1) | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | 215 | | | | | $ | 10 | | | | | $ | 35 | | | | | $ | 124 | | |
Diluted
|
| | | | 220 | | | | | | 91 | | | | | | 102 | | | | | | 124 | | |
Weighted average number of ordinary shares used in computing basic loss per ordinary share(1)
|
| | | | 34,544 | | | | | | 34,396 | | | | | | 34,409 | | | | | | 34,396 | | |
Weighted average number of ordinary shares used in computing diluted loss per ordinary share(1)
|
| | | | 37,098 | | | | | | 51,958 | | | | | | 51,972 | | | | | | 34,396 | | |
|
| | | | | | | | ||||
| | | | | | |
(In thousands)
|
| |||
| | | | Statements of financial position data: | | | |||||
| | | |
Cash and cash equivalents
|
| | | | 2,899 | | |
| | | |
Restricted deposits
|
| | | | 22 | | |
| | | |
Other current assets
|
| | | | 430 | | |
| | | |
Total current assets
|
| | | | 3,351 | | |
| | | |
Property and equipment
|
| | | | 215 | | |
| | | |
Intangible assets
|
| | | | 654 | | |
| | | |
Total assets
|
| | | $ | 4,220 | | |
| | | |
Accounts payable-Trade and other
|
| | | | 1,003 | | |
| | | |
Receipts on account of sale of Series B preferred shares
|
| | | | 1,575 | | |
| | | |
Short term convertible loans
|
| | | | 11,695 | | |
| | | |
Total current liabilities
|
| | | | 14,273 | | |
| | | |
Long term convertible loans
|
| | | | 3,919 | | |
| | | |
Preferred shares
|
| | | | 8,841 | | |
| | | |
Warrants to purchase preferred shares and shares
|
| | | | 4,723 | | |
| | | |
Liability to issue preferred shares and warrants
|
| | | | 1,044 | | |
| | | |
Severance pay obligations, net
|
| | | | 56 | | |
| | | |
Total liabilities
|
| | | $ | 32,856 | | |
| | | |
Capital deficiency
|
| | | $ | (28,636 ) | | |
| | | |
Working capital(1)
|
| | | $ | (10,922 ) | | |
|
| | | | |
(audited)
Year ended December 31, |
| |||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2016
|
| |
2015
|
| ||||||||||||
| | |
(in thousands)
|
| |
(in thousands)
|
| ||||||||||||||||||
Research and development
|
| | | $ | 142 | | | | | $ | 78 | | | | | $ | 130 | | | | | $ | 6 | | |
General and administrative
|
| | | | 3,890 | | | | | | 1,132 | | | | | | 1,360 | | | | | | 360 | | |
Total
|
| | | $ | 4,032 | | | | | $ | 1,210 | | | | | $ | 1,490 | | | | | $ | 366 | | |
|
| | | | | | |
September 30,
2017 |
| |||
| | | |
Series B preferred price per share
|
| | | $ | 908.78 | | |
| | | |
Volatility
|
| | | | 65 % | | |
| | | |
Probability of entering Phase 2b/3 trial for EB612
|
| | | | 70 % | | |
| | | |
Probability for IPO/shares registration
|
| | | | 85 % | | |
| | | | | | |
December 31,
|
| |||
| | | |
|
| |
2016
|
| |
2015
|
|
| | | |
WACC
|
| |
22%
|
| |
19%
|
|
| | | |
Value of equity*
|
| |
$71 million
|
| |
$76 million
|
|
| | | |
Volatility
|
| |
77%
|
| |
77%
|
|
| | | |
Commencement of sales
|
| |
2021 – 2025
|
| |
2018 – 2020
|
|
| | | |
Probability for success in phase 2
|
| |
—
|
| |
44%
|
|
| | | |
Probability of entering Phase 2b/3 trial for EB612
|
| |
70%
|
| | ||
| | | |
Probability for IPO/shares registration
|
| |
50%
|
| |
50%
|
|
| | | | | | |
December 31,
|
| |||
| | | |
|
| |
2016
|
| |
2015
|
|
| | | |
WACC
|
| |
22%
|
| |
19%
|
|
| | | |
Commencement of sales
|
| |
2021 – 2025
|
| |
2018 – 2020
|
|
| | | |
Probability of reaching sales
|
| |
20.1% – 37.9%
|
| |
30%
|
|
| | | | | | |
December 31,
|
| ||||||||||||
| | | |
|
| |
2016
|
| |
2015
|
| | ||||||||
| | | |
Risk free(1)
|
| | | | 0.99 % | | | | | | 0.81 % | | | | ||
| | | |
Market premium(2)
|
| | | | 5.69 % | | | | | | 5.81 % | | | | ||
| | | |
Specific risk(3)
|
| | | | 16.29 % | | | | | | 12.12 % | | | | ||
| | | | Beta(4) | | | | | 0.84 | | | | | | 0.97 | | | | ||
| | | |
WACC
|
| | | | 22 % | | | | | | 19 % | | | |
| | | | | | |
September 30
2017 |
| |||
| | | |
Series B preferred price per share
|
| | | $ | 908.78 | | |
| | | |
Volatility
|
| | | | 65 % | | |
| | | |
Probability of entering Phase 2b/3 trial for EB612
|
| | | | 70 % | | |
| | | |
Probability for IPO/shares registration
|
| | | | 85 % | | |
| | | | | | |
December 31,
|
| ||||||
| | | | | | | | | |
2016
|
| |
2015
|
|
| | | |
WACC
|
| | | | |
22%
|
| |
19%
|
|
| | | |
Value of equity*
|
| | | | |
$71 million
|
| |
$76 million
|
|
| | | |
Volatility
|
| | | | |
77%
|
| |
77%
|
|
| | | |
Commencement of sales
|
| | | | |
2021 – 2025
|
| |
2018 – 2020
|
|
| | | |
Probability for success in phase 2
|
| | | | |
—
|
| |
44%
|
|
| | | |
Probability of entering Phase 2b/3 trial for EB612
|
| | | | |
70%
|
| | ||
| | | |
Probability for IPO/shares registration
|
| | | | |
50%
|
| |
50%
|
|
| | |
(unaudited)
Nine Months Ended September 30, |
| |
Increase (Decrease)
|
| ||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
$
|
| |
%
|
| ||||||||||||
| | |
(In thousands, except for percentage information)
|
| |||||||||||||||||||||
Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 1,686 | | | | | $ | 1,851 | | | | | $ | (165 ) | | | | | | (8.9 )% | | |
General and administrative
|
| | | | 5,267 | | | | | | 2,296 | | | | | | 2,971 | | | | | | 129.4 % | | |
Operating loss
|
| | | | 6,953 | | | | | | 4,147 | | | | | | 2,806 | | | | | | 67.7 % | | |
Financial (income) expenses, net
|
| | | | 469 | | | | | | (3,805 ) | | | | | | 4,274 | | | | | | — | | |
Net loss
|
| | | $ | 7,422 | | | | | $ | 342 | | | | | $ | 7,080 | | | | | | — | | |
|
| | |
Year Ended
December 31, |
| |
Increase (Decrease)
|
| ||||||||||||||||||
| | |
2016
|
| |
2015
|
| |
$
|
| |
%
|
| ||||||||||||
| | |
(In thousands, except for percentage information)
|
| |||||||||||||||||||||
Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 2,648 | | | | | $ | 2,115 | | | | | $ | 533 | | | | | | 25.2 % | | |
General and administrative
|
| | | | 2,719 | | | | | | 1,586 | | | | | | 1,133 | | | | | | 71.4 % | | |
Operating loss
|
| | | | 5,367 | | | | | | 3,701 | | | | | | 1,666 | | | | | | 45.0 % | | |
Financial (income) expenses, net
|
| | | | (4,168 ) | | | | | | 581 | | | | | | (4,749 ) | | | | | | — | | |
Net loss (income)
|
| | | $ | 1,199 | | | | | $ | 4,282 | | | | | $ | (3,083 ) | | | | | | — | | |
|
| | | | | | |
Nine Months ended
September 30, |
| |||||||||
| | | | | | |
2017
|
| |
2016
|
| ||||||
| | | | | | |
(in thousands)
|
| |||||||||
| | | |
Cash used in operating activities
|
| | | $ | (2,865 ) | | | | | $ | (2,224 ) | | |
| | | |
Cash provided by (used in) investing activities
|
| | | | 1,006 | | | | | | (1,102 ) | | |
| | | |
Cash (used in) provided by financing activities
|
| | | | 595 | | | | | | 7,216 | | |
| | | |
Foreign exchange differences on cash and cash equivalents
|
| | | | — | | | | | | — | | |
| | | |
Net (decrease) increase in cash and cash equivalents
|
| | | $ | (1,264 ) | | | | | $ | 3,890 | | |
|
| | | | | | | | ||||||||||
| | | | | | |
2016
|
| |
2015
|
| ||||||
| | | | | | |
(in thousands)
|
| |||||||||
| | | |
Cash used in operating activities
|
| | | $ | (3,142 ) | | | | | $ | (3,495 ) | | |
| | | |
Cash used in investing activities
|
| | | | (1,116 ) | | | | | | (54 ) | | |
| | | |
Cash provided by financing activities
|
| | | | 7,216 | | | | | | 4,465 | | |
| | | |
Foreign exchange differences on cash and cash equivalents
|
| | | | — | | | | | | (1 ) | | |
| | | |
Net increase in cash and cash equivalents
|
| | | $ | 2,958 | | | | | $ | 915 | | |
|
| | |
Payments due by period
|
| |||||||||||||||||||||||||||
Contractual Obligations
|
| |
Total
|
| |
Less than
1 year |
| |
1 - 3
years |
| |
3 - 5
years |
| |
More than
5 years |
| |||||||||||||||
| | |
(In thousands)
|
| |||||||||||||||||||||||||||
Operating leases for facility and vehicles
|
| | | $ | 35 | | | | | $ | 35 | | | | | | — | | | | | | — | | | | | | — | | |
2012 Convertible loan
|
| | | | 1,288 | | | | | | 34 | | | | | | — | | | | | | — | | | | | | 1,254 | | |
2015 Convertible loan
|
| | | | 1,053 | | | | | | 1,053 | | | | | | — | | | | | | — | | | | | | — | | |
2016 Convertible loan
|
| | | | 9,135 | | | | | | 9,135 | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 11,511 | | | | | $ | 10,257 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,254 | | |
|
Program
|
| |
Indication
|
| |
Description
|
| |
Stage of
Development |
| |
Status
|
|
EB612
|
| | Hypoparathyroidism | | | Oral PTH (1-34) | | | Phase 2a completed | | | Phase 2a successfully completed; results reported Q3 2015 | |
| | | | | | | | | | | | Pharmacokinetic/pharmacodynamic, or PK/PD, study head to head with Natpara in hypoparathyroid patients expected in H1 2018 | |
| | | | | | | | | | | | Phase 2b/3 initiation in United States, United Kingdom, Europe, Israel and Canada expected H2 2018 | |
| | | | | | | | | | | | Topline data expected H1 2020 | |
Program
|
| |
Indication
|
| |
Description
|
| |
Stage of
Development |
| |
Status
|
|
EB613
|
| | Osteoporosis | | | Oral PTH (1-34) | | | Phase 1 | | | Phase 2a initiation expected H1 2018 | |
| | | | | | | | | | | | In 2019, intend to partner with a larger biopharmaceutical company for the clinical development and commercialization | |
Oral PTH
|
| | Non-union fractures | | | Oral PTH (1-34) | | | Preclinical | | | Phase 2a initiation expected H2 2018 | |
Formulation
|
| |
Participants
|
| |
Cmax (pg/ml)
|
| |
Tmax (min)
|
| |
Coefficient of Variation (%)
|
|
EB612 Oral PTH
|
| |
10
|
| |
235.6 ± 36
|
| |
16.5 ± 1.2
|
| |
48
|
|
Injectable PTH
|
| |
10
|
| |
184.2 ± 26
|
| |
16 ± 1.8
|
| |
45
|
|
Class of Drug
|
| |
Name
(Producer) |
| |
Method of Action
|
| |
Known Side Effects
|
| |
2016
Branded Sales (in millions) |
|
Injectable PTH | | | Forteo (Eli Lilly) | | | Increases bone mineral density by inhibiting the resorption of bone, promotes new bone formation | | | Decrease in blood pressure, increase in serum calcium in the blood; nausea, joint aches, pain, leg cramps, injection site reactions | | |
$1,500
|
|
Monoclonal antibody | | |
Prolia (Amgen)
|
| | Blocks the breakdown of bones by binding to RANKL protein that is essential to activate osteoclasts | | | Hypocalcemia, serious infections, dermatologic adverse reactions, osteonecrosis of the jaw, back pain, pain in extremity, musculoskeletal pain, hypercholesterolemia, and cystitis | | |
$1,635
|
|
Selective estrogen receptor modulators (SERMs) | | | Evista (Eli Lilly) | | | Binds to estrogen receptors at a selective tissue, with an agonist effect on bone tissue | | | Deep vein thrombosis, pulmonary embolism, retinal vein thrombosis, increased risk of death due to stroke, endometrial cancer, cardiovascular disease | | |
$172
|
|
Bisphosphonate | | | Fosamax (Merck) Zometa (Novartis) | | | Prevent bone loss by inducing cell death (apoptosis) in the osteoclast cells | | | Irritation of the gastrointestinal mucosa, hypocalcemia, severe musculoskeletal pain, osteonecrosis of the jaw | | |
N/A (Generic) N/A (Generic)
|
|
Company/Technology
|
| |
Molecule
|
| |
API MW (g/mole)
|
| |
Bioavailability (F)
|
|
Entera Bio
|
| |
PTH (1-34)
|
| |
4118
|
| |
1.5%
|
|
Novartis/Emisphere (Eligen – CNAC)(1) | | |
PTH (1-34)
|
| |
4118
|
| |
0.2 – 0.5%
|
|
Enteris Biopharma – Unigen (Peptelligence)(2)
|
| |
PTH (1-31)
|
| |
3719
|
| |
0.52%
|
|
Multiple manufacturers(3) | | |
Desmopressin
|
| |
1069
|
| |
0.16%
|
|
Chiasma (TPE)(4) | | |
Octreotide
|
| |
1019 (Cyclic peptide)
|
| |
0.67%
|
|
Proxima Concepts (AXCESS)(5) | | |
Insulin
|
| |
5733
|
| |
0.7%
|
|
|
Name
|
| |
Age
|
| |
Position
|
|
| Executive Officers | | | | ||||
| Dr. Phillip Schwartz | | |
55
|
| | Chief Executive Officer and Director | |
| Mira Rosenzweig | | |
46
|
| | Chief Financial Officer | |
| Dr. Hillel Galitzer | | |
39
|
| | Chief Operating Officer | |
| Dr. Miriam Blum | | |
54
|
| | Chief Medical Officer | |
| Directors | | | | ||||
| Luke M. Beshar | | |
59
|
| | Chairman of the Board | |
| Roger Garceau | | |
64
|
| | Director | |
| Gerald Lieberman(1)(2)(3) | | |
70
|
| | Director | |
| Zeev Bronfeld(1)(2) | | |
66
|
| | Director | |
| David Ben Ami | | |
56
|
| | Director | |
| Chaim Davis | | |
40
|
| | Director | |
| Yonatan Malca(1)(2) | | |
51
|
| | Director | |
| | | | | |
Annual 2017 Compensation (unaudited)
|
| | ||||||||||||||||||||||||||
Name
|
| |
Position
|
| |
Base Salary
and Related Benefits(1) |
| |
Bonus
|
| |
Retirement,
Service Fees and Other Similar Benefits |
| |
Share Based
Compensation(2) |
| |
Total
|
| |||||||||||||||
Luke M. Beshar
|
| | Chairman of the board of directors | | | | $ | — | | | | | | — | | | | | | 278,922 | | | | | | 3,054,263 | | | | | | 3,333,185 | | |
Dr. Roger Garceau
|
| | Chief Development Advisor | | | | $ | — | | | | | | — | | | | | | 114,000 | | | | | | 886,925 | | | | | | 1,000,925 | | |
Dr. Phillip Schwartz
|
| | Chief Executive Officer and Director | | | | $ | 300,797 | | | | | | 150,000 | | | | | | 44,497 | | | | | | 120,289 | | | | | | 615,583 | | |
Gerald Lieberman
|
| | Director | | | | $ | — | | | | | | — | | | | | | 17,940 | | | | | | 482,177 | | | | | | 500,117 | | |
Dr. Hillel Galitzer
|
| | Chief Operating Officer | | | | $ | 197,993 | | | | | | 60,000 | | | | | | 24,808 | | | | | | 58,311 | | | | | | 341,112 | | |
| | |
Shares Beneficially
Owned Prior to the Offering(1) |
| |
Shares Beneficially
Owned After the Offering (Assuming No Exercise of the Over-Allotment Option)(1) |
| |
Shares Beneficially
Owned After the Offering (Assuming Full Exercise of the Over-Allotment Option)(1) |
| |||||||||||||||||||||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||||||||||||||||||
Principal Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
D.N.A Biomedical Solutions Ltd(2)
|
| | | | 2,803,498 | | | | | | 40.6 % | | | | | | 2,803,498 | | | | | | 23.6 % | | | | | | 2,803,498 | | | | | | 22.2 % | | |
Centillion Fund(3)
|
| | | | 1,509,151 | | | | | | 19.8 % | | | | | | 1,509,151 | | | | | | 12.0 % | | | | | | 1,509,151 | | | | | | 11.3 % | | |
Pontifax (Israel), Pontifax (Cayman) IV L.P. and Pontiax (China) IV Fund L.P. (collectively, “Pontifax”)(4)
|
| | | | 587,569 | | | | | | 8.3 % | | | | | | 587,569 | | | | | | 4.9 % | | | | | | 587,569 | | | | | | 4.6 % | | |
Capital Point Ltd.(5)
|
| | | | 813,913 | | | | | | 11.8 % | | | | | | 813,913 | | | | | | 6.8 % | | | | | | 813,913 | | | | | | 6.4 % | | |
Menachem Raphael(6)
|
| | | | 416,177 | | | | | | 5.9 % | | | | | | 416,177 | | | | | | 3.5 % | | | | | | 416,177 | | | | | | 3.3 % | | |
Executive Officers and Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Zeev Bronfeld(7)
|
| | | | 2,803,498 | | | | | | 40.6 % | | | | | | 2,803,498 | | | | | | 23.6 % | | | | | | 2,803,498 | | | | | | 22.2 % | | |
Yonatan Malca(8)
|
| | | | 2,803,498 | | | | | | 40.6 % | | | | | | 2,803,498 | | | | | | 23.6 % | | | | | | 2,803,498 | | | | | | 22.2 % | | |
Dr. Phillip Schwartz(9)
|
| | | | 414,284 | | | | | | 5.7 % | | | | | | 414,284 | | | | | | 3.4 % | | | | | | 414,284 | | | | | | 3.2 % | | |
Dr. Miriam Blum(10)
|
| | | | 414,284 | | | | | | 5.7 % | | | | | | 414,284 | | | | | | 3.4 % | | | | | | 414,284 | | | | | | 3.2 % | | |
Luke M. Beshar(11)
|
| | | | 337,237 | | | | | | 4.7 % | | | | | | 337,237 | | | | | | 2.8 % | | | | | | 337,237 | | | | | | 2.6 % | | |
David Ben Ami(12)
|
| | | | 216,233 | | | | | | 3.1 % | | | | | | 216,233 | | | | | | 1.8 % | | | | | | 216,233 | | | | | | 1.7 % | | |
Gerald Lieberman(13)
|
| | | | 103,194 | | | | | | 1.5 % | | | | | | 103,194 | | | | | | 0.9 % | | | | | | 103,194 | | | | | | 0.8 % | | |
Chaim Davis(14)
|
| | | | 95,856 | | | | | | 1.4 % | | | | | | 95,856 | | | | | | 0.8 % | | | | | | 95,856 | | | | | | 0.8 % | | |
Dr. Roger J. Garceau(15)
|
| | | | 132,371 | | | | | | 1.9 % | | | | | | 132,371 | | | | | | 1.1 % | | | | | | 132,371 | | | | | | 1.0 % | | |
Mira Rosenzweig(16)
|
| | | | * | | | | | | * | | | | | | * | | | | | | * | | | | | | * | | | | | | * | | |
Dr. Hillel Galitzer(17)
|
| | | | * | | | | | | * | | | | | | * | | | | | | * | | | | | | * | | | | | | * | | |
All executive officers and directors as a group (11 persons)(18)
|
| | | | 4,164,741 | | | | | | 52.0 % | | | | | | 4,164,741 | | | | | | 32.0 % | | | | | | 4,164,741 | | | | | | 30.3 % | | |
| | | |
Underwriter
|
| |
Number of
Ordinary Shares |
| |||
| | | |
Oppenheimer & Co. Inc.
|
| | | | | | |
| | | |
Total
|
| | | | | | |
|
| | | | | | |
Per
Ordinary Share |
| |
Total Without
Exercise of Over-Allotment Option |
| |
Total With Full
Exercise of Over-Allotment Option |
| |||||||||
| | | |
Public offering price
|
| | | $ | | | | | | $ | | | | | | $ | | | |
| | | |
Underwriting discounts and commissions
|
| | | $ | | | | | $ | | | | | $ | | | |||
| | | |
Proceeds, before expenses, to us
|
| | | $ | | | | | $ | | | | | $ | | |
| | | |
SEC registration fee
|
| | | $ | 10,062 | | |
| | | |
NASDAQ Capital Market listing fee
|
| | | $ | 50,000 | | |
| | | |
FINRA filing fee
|
| | | $ | 12,500 | | |
| | | |
Printing expenses
|
| | | $ | 100,000 | | |
| | | |
Legal fees and expenses
|
| | | $ | 700,000 | | |
| | | |
Accounting fees and expenses
|
| | | $ | 234,000 | | |
| | | |
Transfer agent’s fees
|
| | | $ | 25,000 | | |
| | | |
Miscellaneous
|
| | | $ | 100,000 | | |
| | | |
Total
|
| | | $ | 1,231,562 | | |
| | |
Page
|
| |||
Audited Financial Statements | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
Unaudited Financial Statements | | | | | | | |
| | | | F-30 | | | |
| | | | F-31 | | | |
| | | | F-32 | | | |
| | | | F-33 | | | |
| | | | F-35 | | |
|
Tel-Aviv, Israel
July 13, 2017 |
| |
/s/ Kesselman & Kesselman
Certified Public Accountants (lsr.) A member firm of PricewaterhouseCoopers International Limited |
|
| | | | | |
December 31
|
| |||||||||
| | |
Note
|
| |
2016
|
| |
2015
|
| ||||||
| | | | | |
U.S. dollars in thousands
|
| |||||||||
Assets
|
| | | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| |
5
|
| | | | 4,163 | | | | | | 1,205 | | |
Restricted deposits
|
| |
7a2
|
| | | | 1,075 | | | | | | — | | |
Other current assets
|
| |
12a
|
| | | | 195 | | | | | | 695 | | |
TOTAL CURRENT ASSETS
|
| | | | | | | 5,433 | | | | | | 1,900 | | |
NON-CURRENT ASSETS: | | | | | | | | | | | | | | | | |
Property and equipment
|
| | | | | | | 199 | | | | | | 193 | | |
Intangible assets
|
| |
6
|
| | | | 654 | | | | | | 654 | | |
TOTAL NON-CURRENT ASSETS
|
| | | | | | | 853 | | | | | | 847 | | |
TOTAL ASSETS
|
| | | | | | | 6,286 | | | | | | 2,747 | | |
Liabilities net of capital deficiency
|
| | | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | | | | |
Accounts payable:
|
| | | | | | | | | | | | | | | |
Trade
|
| | | | | | | 53 | | | | | | 351 | | |
Other
|
| |
12b
|
| | | | 604 | | | | | | 453 | | |
Convertible loans
|
| |
7
|
| | | | 9,885 | | | | | | — | | |
TOTAL CURRENT LIABILITIES
|
| | | | | | | 10,542 | | | | | | 804 | | |
NON-CURRENT LIABILITIES: | | | | | | | | | | | | | | | | |
Convertible loans
|
| |
7
|
| | | | 4,835 | | | | | | 8,053 | | |
Preferred shares
|
| |
8
|
| | | | 11,031 | | | | | | 13,062 | | |
Warrants to purchase preferred shares and shares
|
| |
7,8
|
| | | | 4,800 | | | | | | 4,332 | | |
Liability to issue preferred shares and warrants
|
| |
8
|
| | | | 273 | | | | | | 2,154 | | |
Severance pay obligations, net
|
| | | | | | | 51 | | | | | | 29 | | |
TOTAL NON-CURRENT LIABILITIES
|
| | | | | | | 20,990 | | | | | | 27,630 | | |
TOTAL LIABILITIES
|
| | | | | | | 31,532 | | | | | | 28,434 | | |
COMMITMENTS AND CONTINGENCIES
|
| |
9
|
| | | | | | | | | | | | |
CAPITAL DEFICIENCY:
|
| |
10
|
| | | | | | | | | | | | |
Ordinary Shares, NIS 0.01 par value:
|
| | | | | | | | | | | | | | | |
Authorized – as of December 31, 2016 and 2015,
|
| | | | | | | | | | | | | | | |
1,000,000 shares; issued and outstanding
|
| | | | | | | | | | | | | | | |
as of December 31, 2016 – 34,544 shares and as of December 31, 2015 – 34,396 shares
|
| | | | | | | * | | | | | | * | | |
Accumulated other comprehensive income
|
| | | | | | | 41 | | | | | | 41 | | |
Other reserves
|
| | | | | | | 2,844 | | | | | | 1,354 | | |
Additional paid in capital
|
| | | | | | | 2,485 | | | | | | 2,335 | | |
Accumulated deficit
|
| | | | | | | (30,616 ) | | | | | | (29,417 ) | | |
TOTAL CAPITAL DEFICIENCY
|
| | | | | | | (25,246 ) | | | | | | (25,687 ) | | |
TOTAL LIABILITIES NET OF CAPITAL DEFICIENCY
|
| | | | | | | 6,286 | | | | | | 2,747 | | |
|
| | | | | |
Year ended December 31
|
| |||||||||
| | |
Note
|
| |
2016
|
| |
2015
|
| ||||||
| | | | | |
U.S. dollars in thousands
|
| |||||||||
RESEARCH AND DEVELOPMENT EXPENSES
|
| | | | | | | 2,648 | | | | | | 2,115 | | |
GENERAL AND ADMINISTRATIVE EXPENSES
|
| | | | | | | 2,719 | | | | | | 1,586 | | |
OPERATING LOSS
|
| | | | | | | 5,367 | | | | | | 3,701 | | |
FINANCIAL (INCOME) EXPENSES:
|
| |
7,8
|
| | | | | | | | | | | | |
(Income) loss from change in fair value of financial liabilities at fair value
|
| | | | | | | (4,311 ) | | | | | | 447 | | |
Other financial expenses, net
|
| | | | | | | 143 | | | | | | 134 | | |
FINANCIAL (INCOME) EXPENSES,
net
|
| | | | | | | (4,168 ) | | | | | | 581 | | |
NET COMPREHENSIVE LOSS
|
| | | | | | | 1,199 | | | | | | 4,282 | | |
|
| | | | | |
U.S. dollars (except for
share numbers) |
| |||||||||
LOSS PER ORDINARY SHARE – | | |
13
|
| | | | | | | | | | | | |
Basic
|
| | | | | | | 35 | | | | | | 124 | | |
Diluted
|
| | | | | | | 102 | | | | | | 124 | | |
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES – | | | | | | | | | | | | | | | | |
Basic
|
| | | | | | | 34,409 | | | | | | 34,396 | | |
Diluted
|
| | | | | | | 51,972 | | | | | | 34,396 | | |
|
| | |
Number of
ordinary shares |
| |
Ordinary
Shares- Amount |
| |
Accumulated
other comprehensive income |
| |
Other
reserves |
| |
Additional
paid in capital |
| |
Accumulated
deficit |
| |
Total
|
| |||||||||||||||||||||
| | | | | |
U.S. dollars in thousands
|
| | | | |||||||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2015
|
| | | | 34,396 | | | | | | * | | | | | | 41 | | | | | | 988 | | | | | | 2,335 | | | | | | (25,135 ) | | | | | | (21,771 ) | | |
CHANGES DURING THE YEAR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ENDED DECEMBER 31, 2015:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss for the year
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,282 ) | | | | | | (4,282 ) | | |
Share-based compensation
|
| | | | | | | | | | | | | | | | | | | | | | 366 | | | | | | | | | | | | | | | | | | 366 | | |
BALANCE AT DECEMBER 31, 2015
|
| | | | 34,396 | | | | | | * | | | | | | 41 | | | | | | 1,354 | | | | | | 2,335 | | | | | | (29,417 ) | | | | | | (25,687 ) | | |
CHANGES DURING THE YEAR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ENDED DECEMBER 31, 2016:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of shares
|
| | | | 148 | | | | | | * | | | | | | | | | | | | | | | | | | 150 | | | | | | | | | | | | 150 | | |
Loss for the year
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,199 ) | | | | | | (1,199 ) | | |
Share-based compensation
|
| | | | | | | | | | | | | | | | | | | | | | 1,490 | | | | | | | | | | | | | | | | | | 1,490 | | |
BALANCE AT DECEMBER 31, 2016
|
| | | | 34,544 | | | | | | * | | | | | | 41 | | | | | | 2,844 | | | | | | 2,485 | | | | | | (30,616 ) | | | | | | (25,246 ) | | |
|
| | |
Year ended December 31
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
| | |
U.S dollars in thousands
|
| |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | |
Loss for the year
|
| | | | (1,199 ) | | | | | | (4,282 ) | | |
Adjustments required to reflect net cash used in operating activities (see appendix A)
|
| | | | (1,943 ) | | | | | | 787 | | |
Net cash used in operating activities
|
| | | | (3,142 ) | | | | | | (3,495 ) | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Investment in restricted deposits
|
| | | | (1,075 ) | | | | | | — | | |
Purchase of property and equipment
|
| | | | (41 ) | | | | | | (54 ) | | |
Net cash used in investing activities
|
| | | | (1,116 ) | | | | | | (54 ) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Proceeds from issuance of preferred shares and warrants
|
| | | | — | | | | | | 2,460 | | |
Proceeds from convertible loan and warrants, net
|
| | | | 7,216 | | | | | | 2,005 | | |
Net cash generated from financing activities
|
| | | | 7,216 | | | | | | 4,465 | | |
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
| | | | 2,958 | | | | | | 916 | | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR
|
| | | | 1,205 | | | | | | 290 | | |
FOREIGN EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS
|
| | | | | | | | |
|
(1
)
|
| |
CASH AND CASH EQUIVALENTS AT END OF THE YEAR
|
| | | | 4,163 | | | | | | 1,205 | | |
APPENDIX A: | | | | | | | | | | | | | |
Adjustments required to reflect net cash used in operating activities:
|
| | | | | | | | | | | | |
Depreciation
|
| | | | 35 | | | | | | 28 | | |
(Gain) loss from change in fair value of financial liabilities at fair value
|
| | | | (4,311 ) | | | | | | 447 | | |
Issuance costs related to convertible loan and warrants
|
| | | | 363 | | | | | | — | | |
Financial expenses
|
| | | | 105 | | | | | | 129 | | |
Net changes in severance pay
|
| | | | 22 | | | | | | — | | |
Share-based compensation
|
| | | | 1,490 | | | | | | 366 | | |
| | | | | (2,296 ) | | | | | | 970 | | |
Changes in working capital: | | | | | | | | | | | | | |
Decrease (increase) in other current assets
|
| | | | 500 | | | | | | (593 ) | | |
(Decrease) increase in accounts payable:
|
| | | | | | | | | | | | |
Trade
|
| | | | (298 ) | | | | | | 227 | | |
Other
|
| | | | 151 | | | | | | 183 | | |
| | | | | 353 | | | | | | (183 ) | | |
| | | | | (1,943 ) | | | | | | 787 | | |
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:
|
| | | | | | | | | | | | |
| | |
December 31, 2016
|
| |||||||||||||||||||||||||||
| | |
Decrease
of 10% |
| |
Decrease
of 5% |
| |
Actual
Value |
| |
Increase
of 5% |
| |
Increase
of 10% |
| |||||||||||||||
| | |
U.S. dollars in thousands
|
| |||||||||||||||||||||||||||
Value of equity
|
| | | | 63,900 | | | | | | 67,450 | | | | | | 71,000 | | | | | | 74,550 | | | | | | 78,100 | | |
Convertible loans
|
| | | | 13,127 | | | | | | 13,422 | | | | | | 13,715 | | | | | | 14,009 | | | | | | 14,298 | | |
Preferred shares
|
| | | | 9,945 | | | | | | 10,492 | | | | | | 11,031 | | | | | | 11,584 | | | | | | 12,137 | | |
Warrants to purchase preferred shares and shares
|
| | | | 4,331 | | | | | | 4,568 | | | | | | 4,800 | | | | | | 5,035 | | | | | | 5,266 | | |
Liability to issue preferred shares and warrants
|
| | | | 227 | | | | | | 250 | | | | | | 273 | | | | | | 296 | | | | | | 319 | | |
| | | | | | |
Loans and
receivables |
| |||
| | | | | | |
U.S. dollars
in thousands |
| |||
| | | | | | | |||||
| | | | As of December 31, 2016: | | | | | | | |
| | | |
Cash and cash equivalents
|
| | | | 4,163 | | |
| | | |
Restricted deposits
|
| | | | 1,075 | | |
| | | |
Receivables (excluding prepaid expenses)
|
| | | | 157 | | |
| | | | | | | | | 5,395 | | |
| | | | As of December 31, 2015: | | | | | | | |
| | | |
Cash and cash equivalents
|
| | | | 1,205 | | |
| | | |
Receivables (excluding prepaid expenses)
|
| | | | 160 | | |
| | | | | | | | | 1,365 | | |
|
| | | | | | |
Financial
liabilities at fair value through profit or loss (Level 3) |
| |
Financial
liabilities at amortized cost |
| |
Total
|
| |||||||||
| | | | | | |
U.S. dollars in thousands
|
| |||||||||||||||
| | | | As of December 31, 2016: | | | | | | | | | | | | | | | | | | | |
| | | |
Trade and other payable
|
| | | | — | | | | | | 657 | | | | | | 657 | | |
| | | |
Convertible loans
|
| | | | 13,715 | | | | | | 1,005 | | | | | | 14,720 | | |
| | | |
Preferred shares
|
| | | | 11,031 | | | | | | — | | | | | | 11,031 | | |
| | | |
Warrants to purchase preferred shares and shares
|
| | | | 4,800 | | | | | | — | | | | | | 4,800 | | |
| | | |
Liability to issue preferred shares and warrants
|
| | | | 273 | | | | | | — | | | | | | 273 | | |
| | | | | | | | | 29,819 | | | | | | 1,662 | | | | | | 31,481 | | |
|
| | | | | | |
Financial
liabilities at fair value through profit or loss (Level 3) |
| |
Financial
liabilities at amortized cost |
| |
Total
|
| |||||||||
| | | | | | |
U.S. dollars in thousands
|
| |||||||||||||||
| | | | As of December 31, 2015: | | | | | | | | | | | | | | | | | | | |
| | | |
Trade and other payable
|
| | | | — | | | | | | 804 | | | | | | 804 | | |
| | | |
Convertible loan
|
| | | | 6,160 | | | | | | 1,893 | | | | | | 8,053 | | |
| | | |
Preferred shares
|
| | | | 13,062 | | | | | | — | | | | | | 13,062 | | |
| | | |
Warrants to purchase preferred shares and shares
|
| | | | 4,332 | | | | | | — | | | | | | 4,332 | | |
| | | |
Liability to issue preferred shares and warrants
|
| | | | 2,154 | | | | | | — | | | | | | 2,154 | | |
| | | | | | | | | 25,708 | | | | | | 2,697 | | | | | | 28,405 | | |
|
| | | | | | |
December 31,
|
| |||||||||
| | | | | | |
2016
|
| |
2015
|
| ||||||
| | | | | | |
U.S. dollars in thousands
|
| |||||||||
| | | |
Cash in bank
|
| | | | 4,159 | | | | | | 1,201 | | |
| | | |
Short-term bank deposits
|
| | | | 4 | | | | | | 4 | | |
| | | | | | | | | 4,163 | | | | | | 1,205 | | |
|
| | | | | | |
December 31,
|
| |||
| | | | | | |
2016
|
| |
2015
|
|
| | | |
Weighted average cost of capital (WACC)
|
| |
22%
|
| |
19%
|
|
| | | |
Commencement of sales
|
| |
2021 – 2025
|
| |
2018 – 2020
|
|
| | | |
Probability of reaching sales
|
| |
20.1% – 37.9%
|
| |
30%
|
|
| | | | | | |
December 31,
|
| |||
| | | | | | |
2016
|
| |
2015
|
|
| | | |
WACC
|
| |
22%
|
| |
19%
|
|
| | | |
Value of equity*
|
| |
$71 million
|
| |
$76 million
|
|
| | | |
Volatility
|
| |
77%
|
| |
77%
|
|
| | | |
Commencement of sales
|
| |
2021 – 2025
|
| |
2018 – 2020
|
|
| | | |
Probability for success in phase 2
|
| |
—
|
| |
44%
|
|
| | | |
Probability of entering Phase 2b/3 for Hypo
|
| |
70%
|
| |
—
|
|
| | | |
Probability for IPO
|
| |
50%
|
| |
50%
|
|
| | | | | | |
Convertible loans
|
| |||
| | | | | | |
U.S. dollars
in thousands |
| |||
| | | |
Balance as of January 1, 2015
|
| | | | 6,158 | | |
| | | |
Additions during 2015
|
| | | | 1,765 | | |
| | | |
Financial expenses
|
| | | | 128 | | |
| | | |
Changes in fair value
|
| | | | 2 | | |
| | | |
Balance as of December 31, 2015
|
| | | | 8,053 | | |
| | | |
Additions during 2016
|
| | | | 6,110 | | |
| | | |
Financial expenses
|
| | | | 105 | | |
| | | |
Changes in fair value
|
| | | | 452 | | |
| | | |
Balance as of December 31, 2016
|
| | | | 14,720 | | |
|
| | | | | | |
Warrants to
purchase preferred shares and shares |
| |||
| | | | | | |
U.S. dollars
in thousands |
| |||
| | | |
Balance as of January 1, 2015
|
| | | | — | | |
| | | |
Additions during 2015
|
| | | | 240 | | |
| | | |
Changes in fair value
|
| | | | (25 ) | | |
| | | |
Balance as of December 31, 2015
|
| | | | 215 | | |
| | | |
Additions during 2016
|
| | | | 1,319 | | |
| | | |
Changes in fair value
|
| | | | 103 | | |
| | | |
Balance as of December 31, 2016
|
| | | | 1,637 | | |
|
| | | | | | |
Preferred
shares |
| |
Warrants to
purchase preferred shares and shares |
| |
Liability to
issue preferred shares and warrants |
| |
Total
|
| ||||||||||||
| | | | | | |
U.S. dollars in thousands
|
| |||||||||||||||||||||
| | | |
Balance as of January 1, 2015
|
| | | | 6,550 | | | | | | 1,380 | | | | | | 8,473 | | | | | | 16,403 | | |
| | | |
Additions during 2015
|
| | | | 1,903 | | | | | | 557 | | | | | | — | | | | | | 2,460 | | |
| | | |
Changes in fair value
|
| | | | 4,609 | | | | | | 2,180 | | | | | | (6,319 ) | | | | | | 470 | | |
| | | |
Balance as of December 31, 2015
|
| | | | 13,062 | | | | | | 4,117 | | | | | | 2,154 | | | | | | 19,333 | | |
| | | |
Changes in fair value
|
| | | | (2,031 ) | | | | | | (954 ) | | | | | | (1,881 ) | | | | | | (4,866 ) | | |
| | | |
Balance as of December 31, 2016
|
| | | | 11,031 | | | | | | 3,163 | | | | | | 273 | | | | | | 14,467 | | |
|
| | | | | | |
December 31,
|
| |||
| | | | | | |
2016
|
| |
2015
|
|
| | | |
WACC
|
| |
22%
|
| |
19%
|
|
| | | |
Value of equity*
|
| |
$71 million
|
| |
$76 million
|
|
| | | |
Volatility
|
| |
77%
|
| |
77%
|
|
| | | |
Commencement of sales
|
| |
2021 – 2025
|
| |
2018 – 2020
|
|
| | | |
Probability for success in phase 2
|
| |
—
|
| |
44%
|
|
| | | |
Probability of entering Phase 2b/3 for Hypo
|
| |
70%
|
| | ||
| | | |
Probability for IPO
|
| |
50%
|
| |
50%
|
|
| | | | | | |
Number of shares
|
| |||||||||
| | | | | | |
December 31
|
| |||||||||
| | | | | | |
2016
|
| |
2015
|
| ||||||
| | | |
Authorized
|
| | | | 1,000,000 | | | | | | 1,000,000 | | |
| | | |
Issued
|
| | | | 34,544 | | | | | | 34,396 | | |
|
| | | | | | |
2016
|
| |
2015
|
| ||||||
| | | |
Ordinary share price
|
| | | $ | 1,018 | | | | | $ | 1,269 | | |
| | | |
Exercise price
|
| | | $ | 479 | | | | | $ | 463 | | |
| | | |
Dividend yield
|
| | | | — | | | | | | — | | |
| | | |
Expected volatility
|
| | | | 76 % | | | | | | 74 % | | |
| | | |
Risk-free interest rate
|
| | | | 1.05 % | | | | | | 1.28 % | | |
| | | |
Expected life – in years
|
| | | | 4.11 | | | | | | 3.8 | | |
|
| | | | | | |
Year ended December 31,
|
| |||||||||||||||||||||
| | | | | | |
2016
|
| |
2015
|
| ||||||||||||||||||
| | | | | | |
Number of
options |
| |
Weighted
average exercise price |
| |
Number of
options |
| |
Weighted
average exercise price |
| ||||||||||||
| | | |
Outstanding at beginning of year
|
| | | | 7,092 | | | | | $ | 119.7 | | | | | | 5,632 | | | | | $ | 50.69 | | |
| | | |
Granted
|
| | | | 1,651 | | | | | $ | 472.3 | | | | | | 1,460 | | | | | $ | 386 | | |
| | | |
Outstanding at end of year
|
| | | | 8,743 | | | | | $ | 186.3 | | | | | | 7,092 | | | | | $ | 119.7 | | |
| | | |
Exercisable at end of year
|
| | | | 6,426 | | | | | $ | 93.73 | | | | | | 5,097 | | | | | $ | 20.71 | | |
|
| | | |
December 31, 2016
|
| |
December 31, 2015
|
| ||||||||||||
| | | |
Number of
options outstanding at end of year |
| |
Exercise
price range |
| |
Weighted
average of remaining contractual life |
| |
Number of
options outstanding at end of year |
| |
Exercise
price range |
| |
Weighted
average of remaining contractual life |
|
| | | |
4,867
|
| |
*
|
| |
3.29
|
| |
4,843
|
| |
*
|
| |
4.3
|
|
| | | |
254
|
| |
$240.26
|
| |
2.7
|
| |
254
|
| |
$240.26
|
| |
3.7
|
|
| | | |
277
|
| |
$316
|
| |
3.42
|
| |
277
|
| |
$316
|
| |
4.42
|
|
| | | |
500
|
| |
$273.88
|
| |
1.54
|
| |
500
|
| |
$273.88
|
| |
4.08
|
|
| | | |
85
|
| |
$240
|
| |
4.21
|
| |
85
|
| |
$240
|
| |
5.21
|
|
| | | |
2,266
|
| |
$479.38
|
| |
5.11
|
| |
1,133
|
| |
$479.38
|
| |
5.98
|
|
| | | |
494
|
| |
$479
|
| |
5.65
|
| | | |
| | | | | | |
December 31,
|
| |||||||||
| | | | | | |
2016
|
| |
2015
|
| ||||||
| | | | | | |
U.S. dollars in thousands
|
| |||||||||
| | | |
Prepaid expenses
|
| | | | 38 | | | | | | 535 | | |
| | | |
Other
|
| | | | 157 | | | | | | 160 | | |
| | | | | | | | | 195 | | | | | | 695 | | |
|
| | | | | | |
Year ended December 31,
|
| |||||||||
| | | | | | |
2016
|
| |
2015
|
| ||||||
| | | | | | |
U.S. dollars in thousands
|
| |||||||||
| | | |
Employees and employees related
|
| | | | 139 | | | | | | 103 | | |
| | | |
Provision for vacation
|
| | | | 155 | | | | | | 107 | | |
| | | |
Accrued expenses and other
|
| | | | 310 | | | | | | 243 | | |
| | | | | | | | | 604 | | | | | | 453 | | |
|
| | |
Year ended December 31,
|
| |||||||||
| | |
2016
|
| |
2015
|
| ||||||
| | |
U.S. dollars
(except for share numbers) |
| |||||||||
Loss attributable to equity holders of the Company
|
| | | | 1,199,000 | | | | | | 4,282,000 | | |
Income from change in fair value of financial liabilities at fair value
|
| | | | 4,125,000 | | | | | | — | | |
Loss used for the computation of diluted loss per share
|
| | | | 5,324,000 | | | | | | 4,282,000 | | |
Weighted average number of Ordinary Shares used in the computation of basic loss per share
|
| | | | 34,409 | | | | | | 34,396 | | |
Add: | | | | | | | | | | | | | |
Weighted average number of additional shares issuable upon the assumed conversion of 2012 convertible loan, preferred shares and the assumed exercise of warrants to issue preferred shares
|
| | | | 17,563 | | | | | | — | | |
Weighted average number of Ordinary Shares used in the computation of diluted loss per share
|
| | | | 51,972 | | | | | | 34,396 | | |
Basic loss per Ordinary Share
|
| | | | 35 | | | | | | 124 | | |
Diluted loss per Ordinary Share
|
| | | | 102 | | | | | | 124 | | |
|
| | | | | | |
Year ended December 31,
|
| |||||||||
| | | | | | |
2016
|
| |
2015
|
| ||||||
| | | | | | |
U.S. dollars in thousands
|
| |||||||||
| | | |
3)
Key management compensation:
|
| | | | | | | | | | | | |
| | | |
Labor cost and related expenses
|
| | | | 830 | | | | | | 552 | | |
| | | |
Share-based compensation
|
| | | | 1,351 | | | | | | 363 | | |
| | | |
Others
|
| | | | 98 | | | | | | 28 | | |
| | | | | | | | | 2,279 | | | | | | 943 | | |
|
| | | | | | |
December 31,
|
| |||||||||
| | | | | | |
2016
|
| |
2015
|
| ||||||
| | | | | | |
U.S. dollars in thousands
|
| |||||||||
| | | | Key management: | | | | | | | | | | | | | |
| | | |
Payables and accrued expenses
|
| | | | 57 | | | | | | 29 | | |
| | | |
Severance pay obligations
|
| | | | 51 | | | | | | 29 | | |
| | | |
Provision for vacation
|
| | | | 138 | | | | | | 98 | | |
| | | |
Directors fee
|
| | | | 28 | | | | | | 23 | | |
|
| | |
Nine months ended
September 30 |
| |
Three months ended
September 30 |
| ||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| ||||||||||||
| | |
U.S. dollars in thousands
|
| |
U.S. dollars in thousands
|
| ||||||||||||||||||
RESEARCH AND DEVELOPMENT EXPENSES
|
| | | | 1,686 | | | | | | 1,851 | | | | | | 406 | | | | | | 927 | | |
GENERAL AND ADMINISTRATIVE EXPENSES
|
| | | | 5,267 | | | | | | 2,296 | | | | | | 2,373 | | | | | | 507 | | |
OPERATING LOSS
|
| | | | 6,953 | | | | | | 4,147 | | | | | | 2,779 | | | | | | 1,434 | | |
FINANCIAL EXPENSES (INCOME): | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss (income) from change in fair value of financial liabilities at fair value
|
| | | | 403 | | | | | | (3,917 ) | | | | | | 882 | | | | | | 248 | | |
Other financial expenses (income), net
|
| | | | 66 | | | | | | 112 | | | | | | (5 ) | | | | | | 56 | | |
FINANCIAL LOSS (INCOME)
, net
|
| | | | 469 | | | | | | (3,805 ) | | | | | | 877 | | | | | | 304 | | |
NET LOSS and NET COMPREHENSIVE LOSS FOR THE PERIOD
|
| | | | 7,422 | | | | | | 342 | | | | | | 3,656 | | | | | | 1,738 | | |
|
| | |
U.S. dollars
|
| |
U.S. dollars
|
| ||||||||||||||||||
LOSS PER ORDINARY SHARE – | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 214.86 | | | | | | 9.94 | | | | | | 105.84 | | | | | | 50.53 | | |
Diluted
|
| | | | 219.69 | | | | | | 90.67 | | | | | | 111.02 | | | | | | 50.53 | | |
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING –
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 34,544 | | | | | | 34,396 | | | | | | 34,544 | | | | | | 34,396 | | |
Diluted
|
| | | | 37,098 | | | | | | 51,958 | | | | | | 41,884 | | | | | | 34,396 | | |
|
| | |
Number of
Ordinary Shares |
| |
Ordinary
Shares- Amount |
| |
Accumulated
other comprehensive income |
| |
Other
reserve |
| |
Additional
paid in capital |
| |
Accumulated
deficit |
| |
Total
|
| |||||||||||||||||||||
| | |
U.S. dollars in thousands
|
| |||||||||||||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2016
|
| | | | 34,396 | | | | | | * | | | | | | 41 | | | | | | 1,354 | | | | | | 2,335 | | | | | | (29,417 ) | | | | | | (25,687 ) | | |
CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2016:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (342 ) | | | | | | (342 ) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,211 | | | | | | — | | | | | | — | | | | | | 1,211 | | |
BALANCE AT SEPTEMBER 30, 2016
|
| | | | 34,396 | | | | | | * | | | | | | 41 | | | | | | 2,565 | | | | | | 2,335 | | | | | | (29,759 ) | | | | | | (24,818 ) | | |
BALANCE AT JANUARY 1, 2017
|
| | | | 34,544 | | | | | | * | | | | | | 41 | | | | | | 2,844 | | | | | | 2,485 | | | | | | (30,616 ) | | | | | | (25,246 ) | | |
CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2017:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | (7,422 ) | | | | | | (7,422 ) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | 4,032 | | | | | | — | | | | | | — | | | | | | 4,032 | | |
BALANCE AT SEPTEMBER 30, 2017
|
| | | | 34,544 | | | | | | * | | | | | | 41 | | | | | | 6,876 | | | | | | 2,485 | | | | | | (38,038 ) | | | | | | (28,636 ) | | |
|
| | | | | | |
Financial
liabilities at fair value through profit or loss (Level 3) |
| |
Financial
liabilities at amortized cost |
| |
Total
|
| |||||||||
| | | | | | |
U.S. dollars in thousands
|
| |||||||||||||||
| | | | As of September 30, 2017: | | | | | | | | | | | | | | | | | | | |
| | | |
Trade and other payable
|
| | | | — | | | | | | 1,003 | | | | | | 1,003 | | |
| | | |
Receipts on account of sale of Preferred B shares
|
| | | | — | | | | | | 1,575 | | | | | | 1,575 | | |
| | | |
Convertible loans
|
| | | | 15,614 | | | | | | — | | | | | | 15,614 | | |
| | | |
Preferred shares A
|
| | | | 8,841 | | | | | | — | | | | | | 8,841 | | |
| | | |
Warrants to purchase preferred shares A and shares
|
| | | | 4,723 | | | | | | — | | | | | | 4,723 | | |
| | | |
Liability to issue preferred shares A and warrants
|
| | | | 1,044 | | | | | | — | | | | | | 1,044 | | |
| | | | | | | | | 30,222 | | | | | | 2,578 | | | | | | 32,800 | | |
| | | | As of December 31, 2016: | | | | | | | | | | | | | | | | | | | |
| | | |
Trade and other payable
|
| | | | — | | | | | | 657 | | | | | | 657 | | |
| | | |
Convertible loans
|
| | | | 13,715 | | | | | | 1,005 | | | | | | 14,720 | | |
| | | |
Preferred shares A
|
| | | | 11,031 | | | | | | — | | | | | | 11,031 | | |
| | | |
Warrants to purchase preferred shares A and shares
|
| | | | 4,800 | | | | | | — | | | | | | 4,800 | | |
| | | |
Liability to issue preferred shares A and warrants
|
| | | | 273 | | | | | | — | | | | | | 273 | | |
| | | | | | | | | 29,819 | | | | | | 1,662 | | | | | | 31,481 | | |
|
| | | | | | |
September 30
2017 |
| |||
| | | |
Preferred B price per share
|
| | | $ | 908.78 | | |
| | | |
Volatility
|
| | | | 65 % | | |
| | | |
Probability of entering Phase 2b/3 for Hypo
|
| | | | 70 % | | |
| | | |
Probability for IPO/shares registration
|
| | | | 85 % | | |
| | | | | | |
December 31
2016 |
|
| | | |
WACC
|
| |
22%
|
|
| | | |
Value of equity
|
| |
$71 million
|
|
| | | |
Volatility
|
| |
77%
|
|
| | | |
Commencement of sales
|
| |
2021 – 2025
|
|
| | | |
Probability of entering Phase 2b/3 for Hypo
|
| |
70%
|
|
| | | |
Probability for IPO/shares registration
|
| |
50%
|
|
| | |
Convertible
loans |
| |
Preferred
shares A |
| |
Warrants
to purchase preferred shares A and shares |
| |
Liability to
issue preferred shares A and warrants |
| |
Total
|
| |||||||||||||||
| | |
U.S. dollars in thousands
|
| |||||||||||||||||||||||||||
Balance as of December 31, 2016
|
| | | | 14,720 | | | | | | 11,031 | | | | | | 4,800 | | | | | | 273 | | | | | | 30,824 | | |
Maturity during period
|
| | | | (1,054 ) | | | | | | | | | | | | | | | | | | | | | | | | (1,054 ) | | |
Financial expenses
|
| | | | 49 | | | | | | | | | | | | | | | | | | | | | | | | 49 | | |
Changes in fair value
|
| | | | 1,899 | | | | | | (2,190 ) | | | | | | (77 ) | | | | | | 771 | | | | | | 403 | | |
Balance as of September 30, 2017
|
| | | | 15,614 | | | | | | 8,841 | | | | | | 4,723 | | | | | | 1,044 | | | | | | 30,222 | | |
Balance as of December 31, 2015
|
| | | | 8,053 | | | | | | 13,062 | | | | | | 4,332 | | | | | | 2,154 | | | | | | 27,601 | | |
Additions during period
|
| | | | 6,110 | | | | | | | | | | | | 1,319 | | | | | | | | | | | | 7,429 | | |
Financial expenses
|
| | | | 87 | | | | | | | | | | | | | | | | | | | | | | | | 87 | | |
Changes in fair value
|
| | | | (78 ) | | | | | | (2,522 ) | | | | | | (796 ) | | | | | | (521 ) | | | | | | (3,917 ) | | |
Balance as of September 30, 2016
|
| | | | 14,172 | | | | | | 10,540 | | | | | | 4,855 | | | | | | 1,633 | | | | | | 31,200 | | |
|
| | |
Nine months ended
September 30 |
| |
Three months ended
September 30 |
| ||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| ||||||||||||
| | |
U.S. dollars
(except for share numbers) |
| |
U.S. dollars
(except for share numbers) |
| ||||||||||||||||||
Loss attributable to equity holders of the Company
|
| | | | 7,422,000 | | | | | | 342,000 | | | | | | 3,656,000 | | | | | | 1,738,000 | | |
Income from change in fair value of financial liabilities at fair value
|
| | | | 728,000 | | | | | | 4,369,000 | | | | | | 994,000 | | | | | | — | | |
Loss used for the computation of diluted loss per share
|
| | | | 8,150,000 | | | | | | 4,711,000 | | | | | | 4,650,000 | | | | | | 1,738,000 | | |
Weighted average number of Ordinary Shares used in the computation of basic loss per share
|
| | | | 34,544 | | | | | | 34,396 | | | | | | 34,544 | | | | | | 34,396 | | |
Add: | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of additional shares issuable upon the assumed conversion of: 2012 convertible loan
|
| | | | — | | | | | | 4,786 | | | | | | 4,786 | | | | | | — | | |
Preferred shares A
|
| | | | — | | | | | | 10,222 | | | | | | — | | | | | | — | | |
Warrants to issue preferred shares A
|
| | | | 2,554 | | | | | | 2,554 | | | | | | 2,554 | | | | | | — | | |
| | | | | 2,554 | | | | | | 17,562 | | | | | | 7,340 | | | | | | — | | |
Weighted average number of Ordinary Shares used in the computation of diluted loss per share
|
| | | | 37,098 | | | | | | 51,958 | | | | | | 41,884 | | | | | | 34,396 | | |
Basic loss per Ordinary Share
|
| | | | 214.86 | | | | | | 9.94 | | | | | | 105.84 | | | | | | 50.53 | | |
Diluted loss per Ordinary Share
|
| | | | 219.69 | | | | | | 90.67 | | | | | | 111.02 | | | | | | 50.53 | | |
|
Name of Beneficial Owner
|
| |
Shares Beneficially
Owned Prior to Offering(1) |
| | | | | | | |
Shares Beneficially
Owned After Offering(1) |
| ||||||||||||||||||
|
Number
|
| |
Percentage
|
| |
Shares Being
Offered |
| |
Number
|
| |
Percentage
|
| |||||||||||||||||
Capital Point Ltd.(2)
|
| | | | 813,913 | | | | | | 6.8 % | | | | | | 495,293 | | | | | | 318,620 | | | | | | 2.7 % | | |
D.N.A Biomedical Solutions Ltd(3)
|
| | | | 2,803,498 | | | | | | 23.6 % | | | | | | 406,688 | | | | | | 2,396,810 | | | | | | 20.2 % | | |
Menachem Raphael(4)
|
| | | | 416,189 | | | | | | 3.5 % | | | | | | 82,519 | | | | | | 333,670 | | | | | | 2.8 % | | |
| | | | ENTERA BIO LTD. | | |||
| | | | By: | | |
/s/ Dr. Phillip Schwartz
Name: Dr. Phillip Schwartz
Title: Chief Executive Officer |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Dr. Phillip Schwartz
Dr. Phillip Schwartz
|
| |
Chief Executive Officer
(Principal Executive Officer) and Director |
| |
January 5, 2018
|
|
|
/s/ Mira Rosenzweig
Mira Rosenzweig
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
January 5, 2018
|
|
|
*
Luke M. Beshar
|
| |
Chairman of the Board
|
| |
January 5, 2018
|
|
|
*
David Ben Ami
|
| |
Director
|
| |
January 5, 2018
|
|
|
*
Chaim Davis
|
| |
Director
|
| |
January 5, 2018
|
|
|
*
Roger Garceau
|
| |
Director
|
| |
January 5, 2018
|
|
|
*
Gerald Lieberman
|
| |
Director
|
| |
January 5, 2018
|
|
|
*
Yonatan Malca
|
| |
Director
|
| |
January 5, 2018
|
|
|
*
Zeev Bronfeld
|
| |
Director
|
| |
January 5, 2018
|
|
| | | | By: | | |
/s/ Colleen A. DeVries
Name: Colleen A. DeVries
Title: SVP on behalf of Cogency Global |
|
Exhibit 5.1
Yaakov Neeman z"l* | Asher Dovev | Moshe Yaacov | Racheli Pry-Reichman | Orli Gal | Sahar Regev | Noa Leon | ||||||
Tuvia Erlich | Odelia Offer | Daniel Lipman Lowbeer | Ifat Pagis-Gelman | Zeev Kallach | Jenia Melkhior | Grigory Danovich | ||||||
Meir Linzen | Sharon Petel | Neil Wilkof | Yael Chervinsky Edan | Chen Luzzatto | Karin Fried | Natan Wiesenberg | ||||||
Alan Sacks | Moria Tam- | Nimrod Kozlovski | Maayan Hammer- | Keren Assaf | Yehonatan Ohayon | Eliran Doyev | ||||||
Yaacov Brandt | Harshoshanim | Moran Yemini | Tzeelon | Limor Shechter Lerner | Lital Wolfovitz | Orr Diskin | ||||||
Ehud Sol | Guy Katz | Ofer Granot | Adina Shapiro | Yaniv Grossman | Reut Alcalay | Daniel Paz | ||||||
Janet Levy Pahima | Daniel Reisner | Ron Ben-Menachem | Tsouriel Picard | Noa Landau Bar-Ner | Aviv Parienty | Gal Sagi | ||||||
Yael Bar-Shai | Nurit Dagan | Dan Sharot | Itay Lavi | Nir Gal | Rafael Herbst | Sharbel Shama | ||||||
Yaacov Sharvit | Yaniv Dinovitch | Ronen Hausirer | Eran Wagner | Michal Lavi | Sarit Shainboim | Erez Abu | ||||||
David Zailer | Nir Raber | Gilad Neeman | Dana Zur-Neumann | Chen Ginon Cohen | Yael Hauser | Hofit Cahana | ||||||
Mark Phillips | Harriet Finn | Ayelet Regavim K. | Gal Eschet | David Preyl | Ido Manor | Mark Goldman | ||||||
Adam Eytan | Ofir Segev | Ariel Yosefi | Zohar Yahalom | Adar Ortal | Shiran Shouldiner | Gilad Eshed | ||||||
Orly Gerbi | Ran Hai | Natalie Jacobs | Galia Kleinman | Ohad Elkeslassy | Dafna Amster Kahn | Uriya Gehasi | ||||||
Moshe Hardi | Haya Ehrman | Roi Hayun | Inbal Altman | Dana Kashi | Liya Friedman | Zecharia Rechtschaffen | ||||||
Gilad Wekselman | Tal Dror Schwimmer | Eyal Bar-Zvi | Iris Weinberger | Nir Miller | Esti Hadar | Nitzan Schindler | ||||||
Yossi Ashkenazi | Shai Kagan | Yariv Ben-Dov | Yoni Frider | Avishay Klein | Pini Shriki Herstic | Harel Elazar | ||||||
Gil White | Chagai Vered | Talya Solomon | Lev Zigman | Liat Maidler | Naama Ben-Zion | Liran Ben Asuly | ||||||
Anthony Leibler | Gilad Majerowicz | Haim Machluf | Uriel Mozes | Moran Ninio Nesher | Zvika Friedman | Batell Vallentine Blaish | ||||||
Eldad Chamam | Yuval Navot | Yuval Meidar | Elad Wieder | Yotam Blaushild | Ella Corren | Dana Baranes | ||||||
Ilanit Landesman | Michal Caspi | Aviram Hazak | Liran Barak | Boaz Nahshoni | Liron Tzur Neumann | Asaf Bar Natan | ||||||
Yogev | Shira Margalit -Elbaz | Itai Sarfaty | Efrat Tzur | Michal Pereg | Marian Fertleman | Elina Shechter | ||||||
Limor Hodir | Efri Berkovich | Ran Kedem | Chen Moyal | Maor Roth | Itamar Gur | Meitar Victor | ||||||
Ory Nacht | Yehoshua Shohat | Ra'anan Sagi | Abigail Borowitz | Rosie Mordoch-Ron | Yehuda Hommfor | Neil Hadad | ||||||
Esther Sternbach | Gurtler | Revital Katz | Niv Sivan | Rani Hirsh | Amit Laufer | Anat Tsur | ||||||
Ariel Flavian | Shachar Porat | Tal Hamdi | Ehab Farah | Roni Cohen Pavon | Talia Blazer | Rachel Rinberg-Shuri | ||||||
Nati Simchony | Amir Peres | Neta Dorfman-Raviv | Hagit Oren | Ilana Zibenberg | Einat Steiner | |||||||
Roni Libster | Yair Geva | Yuval Zilber | Ruth Bergwerk | Tomer Farkash | Tom Waltner | |||||||
Karen L. Elburg | Nir Dash | Vladi Borodovsky | Iris Achmon | Guy Yekutiel | Yoav Sananes | |||||||
Hanan Haviv | Itzhak Shragay | Gal Schwartz | Robert Wiseman | Shahar Fishbein | Alon Abcasis | |||||||
Roy Nachimzon | Tamara Tapoohi | Assaf Klein | Israel (Ruly) Ber | Zara Gold | Asaf Beker | |||||||
Liat Shaked-Katz | Waldman | Hen Tirosh | Avital A. Shlomovich | Pini Duek | Eitan Ella | |||||||
Ruth Dagan | Hanna Bilavsky | Michal Haberfeld | ||||||||||
Saar Pauker | ||||||||||||
Orit Hipsher |
*Founding Partner
January 5, 2018 | ||
File No: 49050 |
Entera Bio Ltd.
Hadassah Medical Center
Kiryat Hadassah
Jerusalem 9112002
Israel
Re: Registration Statement on Form F-1
Ladies and Gentlemen:
We have acted as Israeli counsel to Entera Bio Ltd. (the “ Company ”), a company organized under the laws of the State of Israel, in connection with an underwritten public offering (the “ Offering ”) contemplating the issuance and sale by the Company of up to 5,750,000 ordinary shares, par value NIS 0.00011173184 per share of the Company (the “ Offered Shares ”), including ordinary shares issuable upon exercise of an option granted to the Underwriters (as defined below) to purchase additional ordinary shares. In addition, pursuant to the resale prospectus contained in the Registration Statement (as defined below), the Company is registering up to 984,500 shares of ordinary shares (the “ Resale Shares ”) to be sold by certain shareholders from time to time following the consummation of the Company’s initial public offering.
In connection herewith, we have examined originals or copies of (i) the registration statement on Form F-1, (File No. 333-221472), publicly filed by the Company with the U.S. Securities and Exchange Commission (the “ SEC ”) on November 9, 2017 (as amended through the date hereof, the “ Registration Statement ”) including the prospectus of the Company (the “ Prospectus ”), with respect to the offering of the Offered Shares included therein, (ii) a copy of the Articles of Association of the Company, as currently in effect, (iii) a draft of the amended and restated Articles of Association of the Company to become effective concurrently with the Offering, (iv) resolutions of the board of directors of the Company (the “ Board ”) and the
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shareholders of the Company, in each case, relating to the Registration Statement, the Prospectus and the actions to be taken in connection with the Offering, (v) the draft Underwriting Agreement to be entered into in connection with the offering (the “ Underwriting Agreement ”), between the Company and Oppenheimer & Co. Inc., as representatives of the several underwriters named therein (collectively, the “ Underwriters ”), (vi) a printout of the Israeli Companies Registrar report with respect to the Company, dated November 9, 2017, and (vii) such other documents, corporate records, agreements, certificates and other instruments, and have made inquiries with such officers and representatives of the Company, as we have deemed necessary or advisable for the purpose of rendering this opinion.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons executing documents upon which we have relied, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies. As to all questions of fact required for rendering this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that (i) upon payment to the Company for the Offered Shares of the consideration per Offered Share in such amount and form as shall be determined by the Board, and subject to the approval of the Board, the Offered Shares, when issued and sold in the Offering as described in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable, and (ii) upon the consummation of the Company’s initial public offering, the Resale Shares will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933 (the “ Securities Act ”), the rules and regulations promulgated thereunder or Item 509 of Regulation S-K under the Securities Act.
The opinion expressed herein is limited to Israeli law, and we do not express any opinion as to the laws of any other jurisdiction. In addition, this opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date hereof that may alter, affect or modify the opinions expressed herein.
Very truly yours, | |
Herzog, Fox & Neeman |
Exhibit 8.1
New York
Northern California Washington DC São Paulo London |
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Davis Polk & Wardwell LLP
450 Lexington Avenue
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212 450 4000 tel 212 701 5800 fax
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January 5, 2018
Entera Bio Ltd.
Kiryat Hadassah, Minrav Building – Fifth Floor
Jerusalem, Israel
Ladies and Gentlemen:
We are acting as United States counsel to Entera Bio Ltd. (the “ Company ”) in connection with the preparation of the Registration Statement on Form F-1 (the “ Registration Statement ”) and the related Prospectus (the “ Prospectus ”) filed with the United States Securities and Exchange Commission (File No. 333-221472) by the Company for the purpose of registering under the United States Securities Act of 1933 (the “ Act ”) the Company’s ordinary shares.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
We hereby confirm that our opinion as to the material U.S. federal income tax consequences to U.S. Holders of an investment in ordinary shares is set forth in full under the caption “Taxation and Government Programs – Material U.S. Federal Income Tax Considerations for U.S. Holders” in the Prospectus.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States.
We hereby consent to the use of our name under the captions “Taxation and Government Programs” and “Legal Matters” in the Prospectus included in the Registration Statement and to the filing, as an exhibit to the Registration, of this letter. In giving this consent we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Exhibit 10.10
SERIES B PREFERRED SHARE PURCHASE AGREEMENT
THIS SERIES B PREFERRED SHARE Purchase Agreement (the “ Agreement ”) is made as of the (the “ Effective Date ”), by and between Entera Bio Ltd., an Israeli company (the " Company ") and the Investors whose names are listed in Exhibit A hereto (each, an “ Investor ” and collectively, the “ Investors ”).
WHEREAS , the Company wish to raise capital from the Investors (the “ Financing ”) by means of issuance of Series B Preferred Shares of the Company, with par value of NIS 0.01 per share (the “ Preferred B Shares ” ), at a price per share of US $908.78 for each Preferred B Share (the “ PPS ”), for an aggregate purchase price of at least US $10,000,000 (the “Required Investment Amount”) and up to a maximum investment amount of US $23,500,000 (the “ Maximum Investment Amount ”) and up to a maximum of issuance of 25,858 Preferred B Shares (the “ Maximum Purchased Shares ”);
WHEREAS , the Investors desire to invest in the Company pursuant to the terms and conditions more fully set forth in this Agreement.
NOW, THEREFORE , in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows.
1. | The Transactions |
1.1. Issuance and Purchase of the Preferred B Shares at the Initial Closing . Subject to the terms and conditions hereof (including without limitation, the receipt of at least the Required Investment Amount from the Initial Investors(as hereafter defined)), the Company shall issue and sell to Investors purchasing Preferred B Shares at the Initial Closing (the “Initial Investors”), and each of the Initial Investors shall, severally and not jointly, purchase from the Company (each in the amount set out in the Purchase Price column set out opposite each Initial Investor’s name on Exhibit A , as may be amended at each of the Deferred Closing (as defined below)) at the Initial Closing (as defined below), the respective number of Preferred B Shares as set forth opposite to each Initial Investor’s name in Exhibit A in consideration for a price per each share equal to the PPS. The aggregate investment amount to be invested by all Initial Investors at the Initial Closing shall be deemed as the “ Initial Purchase Price ”, and aggregate number of Preferred B Shares to be purchased by all Initial Investors shall be deemed as the “ Initial Purchased Shares ”.
1.2. Conversion of the 2016 Convertible Loans at the Initial Closing . Simultaneously with the Initial Closing, the Loan Obligations (as such term is defined in the 2016 CLA) extended to the Company pursuant to those certain Convertible Loan Agreements dated as of June 14, 2016 by the Lenders listed therein (the “ 2016 CLA ”), shall be automatically converted into such number of Series B-1 Preferred Shares of the Company, par value of NIS 0.01 per share (the “ Preferred B-1 Shares ”, and together with the Preferred B Shares, the “ Class B Preferred Shares ”), according to the terms and conditions of the 2016 CLA, and subject to tax withholding as required according to applicable tax laws.
1.3. Issuance and Purchase of Shares at Deferred Closing(s) . Until October 25, 2017, the Company may, at its sole discretion, effect one or more deferred closings (each, a “ Deferred Closing ”, and together with Initial Closing, the “ Closing(s) ”), on the same terms and conditions as those contained in this Agreement, and issue and allot at such Deferred Closings additional Preferred B Shares (in an amount not to exceed the Maximum Purchased Shares minus the Initial Purchased Shares) (the “ Deferred Closing Shares ”) at the PPS, to one or more investors (including to the Lenders of the 2016 CLA according to its terms) (the “ Additional Investors ”, as set forth in Exhibit A , as amended at the Deferred Closings, and together with the Initial Investors, the “ Investors ”). The aggregate investment amount to be invested by all Deferred Investors at the Deferred Closings shall be deemed as the “Deferred Purchase Price” (together with the Initial Purchase Price, the “ Purchase Price ”), and the aggregate number of Preferred B Shares to be purchased by all Investors at the Deferred Closings shall be deemed as the
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“Deferred Purchased Shares” (together with the Initial Purchased Shares, the “ Purchased Shares ”). For the avoidance of doubt the Purchase Price shall not exceed the Maximum Investment Amount. Each Deferred Investor shall be required to execute the signature page of this Agreement. Exhibit A will be updated to reflect each Deferred Closing.
2. | Initial Closing |
2.1. Initial Closing . The transaction set forth in Sections 1.1 and 1.2 above shall take place at such date, time and place as the Company and the Initial Investors holding the majority of the Initial Purchase Price, including the affirmative consent of D.N.A Biomedical Solutions Ltd. (the “ Majority Investors ”) shall mutually agree (the “ Initial Closing ”, and the “ Initial Closing Date ”).
2.2. Transactions at the Initial Closing . At the Initial Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
2.2.1. The Company shall issue the Initial Purchased Shares to the Initial Investors, as provided in Section 1.1 hereof.
2.2.2. The Company shall deliver to the Initial Investors the following documents or cause the following actions to be completed:
2.2.2.1. Copies of minutes of the Company's shareholders, in the form attached hereto as Schedule 2.2.2.1(A), by which, among other things, (i) the share capital of the Company shall have been modified to create the new series of Class B Preferred Shares and the Existing Articles have been replaced with the Amended and Restated Articles of Association attached hereto as Schedule 2.2.2.1(B) (the “ Amended Articles ”), (ii) the shareholders of the Company shall have waived any preemptive in connection with the issuance of the Purchased Shares, and (iii) this Agreement and all other Transaction Documents (as defined below), shall have been approved;
2.2.2.2. Copies of minutes of the resolutions of the Board of Directors of the Company (the “ Board ”), in the form attached hereto as Schedule 2.2.2.2 , by which the Company's Board (i) approves the issuance and the sale of the Initial Purchased Shares to the Initial Investors, (ii) recommends to the Company's shareholders to adopt the Amended Articles, and (iii) approves this Agreement and all other Transaction Documents;
2.2.2.3. Validly executed share certificates representing the Initial Purchased Shares, issued in the names of the Initial Investors, in the form attached hereto as Schedules 2.2.2.3 ;
2.2.2.4. The Company shall register the allotment of the Initial Purchased Shares to the Initial Investors in the Shareholders Register of the Company.
2.2.3. The Initial Investors shall, severally and not jointly, cause the transfer to the Company of the applicable portions of the Initial Purchase Price in consideration of the Initial Purchased Shares, by wire transfer to the Company’s bank account as designated by the Company in writing prior to the Initial Closing.
2.2.4. The Company and the Initial Investors shall execute and deliver the Investors’ Rights Agreement in the form attached hereto as Schedule 2.2.4 (the “ IRA ”).
2.2.5. Each Investor, which is deemed to be an interested party as determined according
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to the Israeli Securities law shall execute and deliver to the company undertakings to the National Technological Innovation Authority (formerly the Israeli Office of the Chief Scientist - hereinafter referred to as the " OCS "), as required by the provisions of the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 in the form attached hereto as Schedule 2.2.5 (the " OCS Undertakings ").
3. | Deferred Closing |
3.1. Initial Closing . The transaction set forth in Section 1.3 above shall take place at such date, time and place as the Company shall determine at its sole discretion, in the form of one or more installments, provided that the last Deferred Closing shall occur no later than October 25, 2017 (each such Deferred Closing shall occur on a “ Deferred Closing Date ”).
3.2. Transactions at the Deferred Closing . At the Deferred Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1. Each Deferred Investor shall execute the signature page of this Agreement.
3.2.2. The Company shall issue the Deferred Purchased Shares to the Deferred Investors, as provided in Section 1.3 hereof.
3.2.3. The Company shall deliver to the Deferred Investors validly executed share certificates representing the Deferred Purchased Shares, issued in the names of the Deferred Investors, and shall register the allotment of the Deferred Purchased Shares to the Deferred Investors in the Shareholders Register of the Company.
3.2.4. The Deferred Investors shall, severally and not jointly, cause the transfer to the Company of the applicable portions of the Deferred Purchase Price in consideration of the Deferred Purchased Shares, by wire transfer to the Company’s bank account as designated by the Company in writing prior to the Deferred Closing.
3.2.5. The Deferred Investors shall execute and deliver the IRA.
3.2.6. Each Deferred Investor, which is deemed to be an interested party as determined according to the Israeli Securities law shall execute and deliver to the company the OCS Undertaking.
4. | Representations and Warranties of the Company |
The Company hereby represents and warrants to the Investors, that except as set forth on the Disclosure Schedule attached as Exhibit 4 to this Agreement (the “ Original Disclosure Schedule ”), which exceptions shall be deemed to be part of the of the representations and warranties made hereunder (and which may be amended from time to time), the each of the representations and warranties contained in this Section 4 is true in all material respects as of the date hereof, the Initial Closing Date and the Deferred Closing Dates (or, if a representation or warranty is made as of a specified date, as of such date), provided that the Company may amend and update the Disclosure Schedule (the “ Amended Disclosure Schedule ”, and together with the Original Disclosure Schedule, the “ Disclosure Schedule ”) and provide the Investors with the Amended Disclosure Schedule prior to each Deferred Closing (for avoidance of doubt, each Amended Disclosure Schedule shall be deemed as Disclosure Schedule for all intents and purposes under this Agreement), and acknowledges that the Investors are entering into this Agreement in reliance thereon, as follows.
4.1. Organization . The Company is duly organized and validly existing under the laws of the State of Israel, and has full corporate power and authority to own, lease and operate its properties and
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assets and to conduct its business as now being conducted. The Company has all requisite power and authority to execute and deliver the Transaction Documents and to consummate the transactions contemplated hereby and thereby. The Articles of Association of the Company as in effect immediately prior to the Initial Closing (until the adoption of the Amended Articles) are attached hereto as Schedule 4.1 (the “ Existing Articles ”).
4.2. Subsidiaries . The Company has no subsidiaries and does not otherwise own or control, directly or indirectly, any equity interest in any corporation, association or business entity.
4.3. Capitalization . The capitalization table of the Company attached hereto as Schedule 4.3 (the “ Capitalization Table ”), sets forth the number and class of shares held by each shareholder of the Company, the total number of reserved and granted/promised options, warrants to purchase the share capital of the Company immediately prior to and immediately following the Initial Closing. The post-closing Capitalization Table as of the Effective Date reflects an Initial Purchase Price of US $10,000,000, provided however that such Capitalization Table shall be updated upon the Initial Closing to reflect the actual Initial Purchase Price, which in any case shall be at least US $10,000,000. All issued and outstanding share capital of the Company has been duly authorized, and is validly issued and outstanding and fully paid and non-assessable. The Purchased Shares, when issued, sold and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid, non-assessable, free of any preemptive rights, will have the rights, preferences, privileges, and restrictions set forth in the Amended Articles, and duly registered in the name of each Investor in the Company's register of shareholders.
4.4. Authorization; Approvals . All corporate action on the part of the Company necessary for the authorization, execution, delivery, and performance of all of the Company's obligations under this Agreement and any and all other agreements executed or documents delivered in connection herewith or therewith (collectively, the “ Transaction Documents ”), and for the authorization, issuance, and sale of the Purchased Shares being sold under this Agreement has been (or will be) taken prior to the Initial Closing. The Transaction Documents, when executed and delivered by or on behalf of the Company shall constitute the valid and legally binding obligations of the Company and legally enforceable against the Company in accordance with their respective terms. Other than the execution of undertakings to the OCS by certain Investors, if required by law, no consent, approval, order, license, permit, action by, or authorization of or designation, declaration, or filing with any governmental authority on the part of the Company is required that has not been, or will not have been, obtained by the Company prior to the Initial Closing in connection with the valid execution, delivery and performance of the Transaction Documents or the offer, sale, or issuance of the Preferred Series B Shares other than filings with the Israeli Registrar of Companies to be effected following the Initial Closing.
4.5. No Breach . Neither the execution and delivery of any of the Transaction Documents nor compliance by the Company with the terms and provisions thereof, will conflict with, or result in a breach or violation of, any of the terms, conditions and provisions of: (i) the Existing Articles, (ii) any judgment, order, injunction, decree, or ruling of any court or governmental authority, domestic or foreign, (iii) any material agreement to which the Company is a party or to which it is subject, or (iv) applicable law.
4.6. Litigation . To the knowledge of the Company, no action, suit, litigation, proceeding or audit, nor an examination of any governmental entity of which the Company was notified, nor any governmental inquiry or investigation is pending or, to the knowledge of the Company, threatened against the Company, before any court, arbitration board or tribunal or administrative or other governmental agency.
4.7. Government Funding . Other than a grant of approximately US $450,000 from the OCS, the Company has not received any grant or other support or benefits (including, without limitation, tax benefits) from any Israeli or foreign government entity or agency.
4.8. Limitation of Liability . Each representation made herein by the Company is deemed to be
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made on the date of the Initial Closing and shall survive and remain in full force and effect after the Initial Closing for a period of one (1) year from the Initial Closing Date. The Company’s liabilities towards each Investor in connection with the Company’s representations and warranties shall be limited to the amount invested by such Investor hereunder. Notwithstanding the above, no claim or claims under this Section 1.1 shall be brought, unless the aggregate amount of such claim(s) shall exceed US $100,000, provided that in case of a claim or claims in excess of the aforesaid threshold, the claim will apply for the entire amount (i.e., from the first dollar).
4.9. Additional Representations and Warranties . The Company hereby represents and warrants to the Investors the additional representations set forth in Exhibit 4.9 to this Agreement.
5. | Representations and Warranties of the Investors |
Each Investor hereby represents and warrants, severally and not jointly, as of the Initial Closing Date, to the Company as follows:
5.1. Experience; Speculative Nature of Investment . The Investor has experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Such Investor further acknowledges that this Agreement and the issuance of the Purchased Shares hereunder do not constitute a promise or guaranty by the Company or its shareholders or directors as to the financial or commercial success of the Company or the future value of its shares.
5.2. Investment . Such Investor is acquiring the Purchased Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same, in each case, unless otherwise agreed in writing prior to or on the Effective Date by the Company and the Investor.
5.3. Enforceability . The Transaction Documents, when executed and delivered by such Investor, will constitute valid and legally binding obligations of the Investor, enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.
5.4. Authorization . The execution, delivery and performance of the obligations of such Investor hereunder have been duly authorized by all necessary corporate action.
5.5. Due Diligence . The Investor has had an opportunity to ask the Company questions regarding the business, properties, prospects and financial condition of the Company. The Investor acknowledges that any projections provided (if any) by the Company are uncertain in nature, and that some or all of the assumptions underlying such projections may not materialize or will vary significantly from actual results
5.6. Accredited Investor . The Investor is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”).
5.7. Restricted Securities . The Purchased Shares have not been and will not be registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Each Investor is aware that, except as set forth in the IRA, the Company is under no obligation to effect any such registration or to file for or comply with any exemption from registration. The sale and issuance of the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption from registration which depends upon, among
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other things, the accuracy of the Investor’s representations as expressed herein.
5.8. The Investor understands that the Purchased Shares and any securities issued in respect of or exchange for the Purchased Shares, may be notated with one or all of the following legends:
“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”
(a) Any legend set forth in, or required by, the other Transaction Agreements.
(b) Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate, instrument, or book entry so legended.
6. | Conditions of Closing of the Investors |
The obligations of the Investors to transfer the applicable Purchase Price at each of the Initial and Deferred Closings, as applicable, are subject to the fulfillment at or before the applicable Closings of the following conditions precedent, any one or more of which may be waived in whole or in part by the Investors, which waiver shall be at the sole discretion of the Majority Investors in the event of the Initial Closing, or the investors holding the majority of the Purchase Price of each Deferred Closing, as applicable:
6.1. The representations and warranties made by the Company in this Agreement shall have been true and correct when made, and shall be true and correct as of the applicable Closing as if made on the date of the applicable Closing.
6.2. All covenants, agreements, and conditions (including all corporate proceedings) contained in this Agreement to be performed or complied with by the Company prior to the applicable Closing shall have been performed or complied with by the Company prior to or at the applicable Closing.
6.3. The Company shall have secured all permits, consents and authorizations that shall be necessary or required lawfully to consummate this Agreement, if any, and to issue the applicable Purchased Shares at the applicable Closing.
6.4. All of the documents to be delivered by the Company pursuant to Sections 2.2 or 3.2 , as applicable, shall have been delivered to the Investors.
7. | Conditions of Closing of the Company |
The Company’s obligations at each of the Initial and Deferred Closings shall be subject to:
7.1. The Investors causing the transfer to the Company of the applicable Purchase Price for the applicable Purchased Shares.
7.2. The representations and warranties made by the Investors herein shall have been true and correct in all respects when made and shall be true and correct on the date of the applicable Closing.
7.3. All covenants, agreements and conditions contained in this Agreement to be performed, or complied with, by the Investors prior to the applicable Closing, shall have been performed or complied with by the Investors.
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7.4. All of the documents to be delivered by the Investors pursuant to Sections 2.2 or 3.2 , as applicable, shall have been delivered to the Company.
8. | Conditions of Initial Closing of the Company and the Investors; Termination . The Investors' and the Company’s obligations at the Initial Closing shall be subject to the receipt by the Company of an aggregate Initial Purchase Price from the Investors in an amount of at least US $10,000,000. Notwithstanding anything to the contrary in this Agreement, if the closing condition set forth in this Section 8 is not met by October 25, 2017 (the “ Cut-off Date ”), then this Agreement shall effective as of the Cut-off Date immediately and automatically terminate and be of no force and effect, without requiring any further actions on behalf of the either of the parties to this Agreement, and neither of the parties to this Agreement shall have any further obligations or claims to any of the other parties to this Agreement following the termination of this Agreement according to this Section 8. |
9. | Miscellaneous |
9.1. Further Assurances . From and after the date of this Agreement, upon the request of the Company, the Company and the Investors shall execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
9.2. No Public Disclosure . Other than with respect to publishing a prospectus by the Company in connection with a future initial public offering of its securities, with respect to the Lenders pursuant to the Convertible Loans, or with respect to potential future investors and/or lenders to the Company, no party hereto shall publicly announce or disclose the existence of this Agreement or its terms and conditions, or advertise or release any publicity regarding this Agreement or the transactions contemplated hereunder (the “ Transaction Terms ”), without the prior written consent of the Company and the Majority Investors, except that (i) the parties hereto may disclose to third parties any information regarding the Transaction Terms which is known or becomes known to the public in general (other than as a result of a breach of this Section 9.2 by the disclosing party), and (ii) the parties hereto may disclose Transaction Terms to the extent legally required in order to comply with any court order, applicable law or order from regulatory authorities.
9.3. Governing Law; Jurisdiction . This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, excluding that body of law pertaining to conflict of law. The competent courts in Tel Aviv-Jaffa district shall have exclusive jurisdiction over any dispute or claim arising in connection with or as a result of this Agreement; provided however that notwithstanding the foregoing, only with respect to any individual Investor who is a resident of the United States of America or Canada or any Investor who is a legal entity incorporated in the United States of America or Canada: (i) each of the Company and any such Investor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper; (ii) the Company and such Investor hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof; (iii) nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law; and (iv) the prevailing party, as determined by such court shall be entitled to collect any costs, disbursements and reasonable attorney’s fees from the other party.
9.4. Successors and Assigns; Assignment . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. None of the rights, privileges, or obligations set forth
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in, arising under, or created by this Agreement may be assigned or transferred without the prior consent in writing of each party to this Agreement, with the exception of the transfer of the applicable Purchased Shares by an Investor according to the terms and conditions of the Amended Articles.
9.5. Entire Agreement; Amendment and Waiver . This Agreement and the Schedules attached hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Company and the Investors holding the majority of the Purchase Price, including the affirmative consent of D.N.A Biomedical Solutions Ltd.
9.6. Notices, etc. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be faxed, or mailed, postage prepaid, or otherwise delivered by electronic mail, hand or by guaranteed courier, addressed to such party’s address as set forth below or at such other address as the party shall have furnished to each other party in writing in accordance with this provision:
or such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice sent in accordance with this Section 9.6 shall be effective (i) if mailed, two (2) business days after mailing, (ii) if sent by guaranteed courier, the second day following pick-up by the guaranteed courier, and (iii) if faxed, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt. Notices sent by electronic mail shall be deemed received upon confirmation of receipt of such electronic mail message.
9.7. Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative.
9.8. Severability . If any provision of this Agreement is held by a court of competent
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jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided , however , that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.
9.9. Counterparts . 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.
9.10. Expenses . Each Party shall be responsible and shall bear its own respective costs and expenses related to this Agreement and the performance of its obligations hereunder, including all of its respective tax consequences.
9.11. Headings . Article, Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
[Remainder of page intentionally left blank.]
10 |
IN WITNESS WHEREOF the parties have signed this Series B Preferred Share Purchase Agreement as of the date first hereinabove set forth.
The Company: | ||
ENTERA BIO LTD. | ||
By: | /s/ Phillip Schwartz | |
Name: | Phillip Schwartz | |
Title: | CEO |
[Signature Page to Entera Bio Ltd. Series B Preferred SPA]
11 |
The Investor: | ||
By: | ||
Name: | ||
Title: | ||
Address: |
Purchase Price: US$ |
[Signature Page to Entera Bio Ltd. Series B Preferred SPA]
12 |
Exhibit A
Investors
Initial Closing – October 4, 2017
Name of Investor | Address |
Purchase Price
at the Initial Closing (in US$) |
Number
of Preferred B
Shares to be purchased at the Initial Closing |
D.N.A. Biomedical Solutions Ltd. | [Intentionally omitted] | 6,000,000.00 | 6,602 |
Robert Stricker | 99,965.80 | 110 | |
Jean Marc Bara | 99,965.80 | 110 | |
Gary S. Gladstein 2009 Revocable Trust | 125,411.60 | 138 | |
Ruth T. Benanav Revocable Trust) | 124,502.86 | 137 | |
Efrat Investments | 49,982.90 | 55 | |
FirstFire Global Opportunities Fund LLC | 49,982.90 | 55 | |
Thomas J. Holevas | 49,982.90 | 55 | |
Harold and Nancy Jacob | 24,537.06 | 27 | |
Gil Barel | 49,982.90 | 55 | |
Oren Elbaz | 29,989.74 | 33 | |
Avi Domoshevizki | 49,982.90 | 55 | |
Piada Investment | 99,965.80 | 110 | |
Rosalind Capital Partners L.P | 567,078.72 | 624 | |
Rosalind Master Fund L.P. | 232,647.68 | 256 | |
Gerald Lieberman | [Intentionally omitted] | 99,965.80 | 110 |
Centillion Fund | [Intentionally omitted] | 324,434.46 | 357 |
Gal Gordon | 49,982.90 | 55 | |
Revach Fund LP Investment | 12,726.00 | 14 | |
Phillip Schwartz | 5,453.00 | 6 | |
Northlea Partners LLLP | [Intentionally omitted] | 24,537.06 | 27 |
Republic Construction Corporation | [Intentionally omitted] | 25,445.84 | 28 |
Joe N. & Jamie W. Behrendt Revocable Trust dtd 10/30/96 | [Intentionally omitted] | 24,537.06 | 27 |
Gibralt US, Inc. | [Intentionally omitted] | 249,914.50 | 275 |
Bozarth LLC | [Intentionally omitted] | 49,982.90 | 55 |
Richard A Brown Trust | [Intentionally omitted] | 127,229.20 | 140 |
13 |
14 |
Deferred Closing Investors – October 25, 2017
Name of Investor | Address |
Purchase Price
at the Deferred Closing (in US$) |
Number
of Preferred B
Shares to be purchased at the Deferred Closing |
Asaf Oren | 49,982.90 | 55 | |
Lars Bader | [Intentionally omitted] | 500,737.78 | 551 |
Yisroel Brauner & Chana Brauner | [Intentionally omitted] | 50,891.68 | 56 |
Meryle Evans Family Trust | [Intentionally omitted] | 50,891.68 | 56 |
Andrew & Melissa Fisher | [Intentionally omitted] | 50,891.68 | 56 |
Walter G. Gans | [Intentionally omitted] | 18,175.60 | 20 |
M & M Investors (Partnership) | [Intentionally omitted] | 99,965.80 | 110 |
Clay Lebhar | [Intentionally omitted] | 50,891.68 | 56 |
Clyde Smith McGregor & LeAnn Pedersen Pope Revocable Trust U/A/D 10/22/16 | [Intentionally omitted] | 908,780.00 | 1,000 |
Daniel Michael | [Intentionally omitted] | 49,982.90 | 55 |
Gilbert S. Omenn | [Intentionally omitted] | 100,874.58 | 111 |
David M. Rickey Trust dtd 5/8/02 | [Intentionally omitted] | 25,445.84 | 28 |
Dyke Rogers | [Intentionally omitted] | 50,891.68 | 56 |
Sack Investment Holdings SAS, LLC | [Intentionally omitted] | 49,982.90 | 55 |
Sack Family Partners, LP | [Intentionally omitted] | 49,982.90 | 55 |
Whiting Holdings, LP | [Intentionally omitted] | 100,874.58 | 111 |
15 |
Second Deferred Closing Investors – December 18, 2017
Name of Investor | Address |
Purchase Price
at the Deferred Closing (in US$) |
Number
of Preferred B
Shares to be purchased at the Deferred Closing |
Jan Arnett | [Intentionally omitted] | 100,874.58 | 111 |
Lars Bader | [Intentionally omitted] | 500,737.78 | 551 |
Exhibit 10.17
AMENDMENT TO SERIES B PREFERRED SHARE PURCHASE AGREEMENT
This Amendment (this “ Amendment ”) to that certain Series B Share Purchase Agreement dated as of October 4, 2017 (the “ SPA ”), by and between Entera Bio Ltd., an Israeli company (the “ Company ”) and the Investors whose names are listed in Exhibit A therein, is entered into as of December 18, 2017.
WHEREAS, the Company and the Investors holding the majority of the Purchase Price (including by way of assignment), including D.N.A Biomedical Solutions Ltd. wish to amend certain terms of the SPA as detailed herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:
All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the SPA.
1. | Notwithstanding anything to the contrary in the SPA, including Sections 1.3 and 3 , the Company may affect one or more Deferred Closings, at such date, time and place as the Company’s Board of Directors shall determine at its sole discretion, provided that the last Deferred Closing shall occur no later than January 10, 2018. |
2. | Notwithstanding anything to the contrary in the SPA, the aggregate amount to be invested by Deferred Investors at the Deferred Closings between the date hereof and January 10, 2018 shall not exceed US $1,000,000. |
3. | This Amendment consitutes an amendment pursuant to the provisions of Section 9.5 of the SPA. By executing and delivering this Amendment, the Parties hereto, constituting the required majority pursuant to Section 9.5 of the SPA, acknowledge and agree to amend the SPA as per the provisions of this Amendment with immediate effect. Except as expressly amended under this Amendment, the terms and conditions of the SPA shall remain in full force and effect. |
4. | In the event of an inconsistency between this Amendment and the SPA, the terms of this Amendment shall prevail. This Amendment shall be subject to the terms of Section 9 of the SPA (“ Miscellaneous ”). |
[Remainder of Page Intentionally Left Blank - Signature Page to Follow]
2 |
IN WITNESS WHEREOF the parties have signed this Amendment to the Series B Preferred Share Purchase Agreement as of the date first hereinabove set forth.
The Company: | ||
ENTERA BIO LTD. | ||
By: | /s/ Phillip M. Schwartz | |
Name: | Phillip M. Schwartz | |
Title: | CEO |
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
3 |
The Shareholder: | |||
D.N.A. Biomedical Solutions Ltd. | |||
By: | /s/ Yonatan Malca | /s/ Zeev Bronfeld | |
Name: | Yonatan Malca | Zeev Bronfeld | |
Title: | CEO | Director |
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
4 |
The Shareholder: | |||
Capital Point Ltd. | |||
By: | /s/Yossi Tamar | /s/ Shay Lior | |
Name: | Yossi Tamar | Shay Lior | |
Title: | CFO | CFO |
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
5 |
The Shareholder: | ||
By: | /s/ Steven Salamon | |
Name: | Steven Salamon | |
Title: | President, Rosalind Advisors, Inc. |
(Adviser to Rosalind Capital Partners L.P. & Rosalind Master Fund L.P.)
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
6 |
The Shareholder: | ||
By: | /s/ Lars Bader | |
Name: | Lars Bader | |
Title: |
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
7 |
The Shareholder: | ||
Centillion Fund | ||
By: | /s/ Sean Ellis | |
Name: | Sean Ellis | |
Title: | C/O |
[Signature Page to Entera Bio Ltd. Series B SPA Amendment]
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Amendment No. 2 to the Registration Statement on Form F-1 of Entera Bio Ltd. of our report dated July 13, 2017 relating to the financial statements, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts" in such Registration Statement.
Tel-Aviv, Israel | /s/ Kesselman & Kesselman |
January 5, 2018 | Certified Public Accountants (lsr.) |
A member firm of PricewaterhouseCoopers International Limited |
Exhibit 99.1
New York
Northern California Washington DC São Paulo London |
Paris
Madrid Tokyo Beijing Hong Kong |
Sophia Hudson | ||
Davis Polk & Wardwell LLP | 212 450 4762 tel | |
450 Lexington Avenue | 212 701 5800 fax | |
New York, NY 10017 | sophia.hudson@davispolk.com | |
December 19, 2017 |
Re: |
Entera Bio Ltd.
Registration Statement on Form F-1 Application for Waiver of Requirements of Form 20-F, Item 8.A.4 CIK Code No. 0001638097 |
CONFIDENTIAL
Division of Corporation Finance
Office of the Chief Accountant
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
Entera Bio Ltd., a foreign private issuer organized under the laws of the State of Israel (the “Company”), has publicly filed with the Securities and Exchange Commission (the “Commission”) its Registration Statement on Form F-1 (as amended, the “Registration Statement”) relating to a proposed initial public offering (“IPO”) of the Company’s ordinary shares. The Registration Statement has been reviewed by the staff of the Commission (the “Staff”).
The Registration Statement currently contains audited IFRS-IASB financial statements for the years ended December 31, 2016 and 2015, and unaudited interim IFRS-IASB financial statements for the nine months ended September 30, 2017 and 2016. Subject to market conditions, the Company currently anticipates filing a further amendment to the Registration Statement with the Commission in early January 2018 with price range information, and commencing its IPO roadshow promptly thereafter. The Registration Statement at the time of such filing and at effectiveness will contain audited IFRS-IASB financial statements for the years ended December 31, 2016 and 2015, and unaudited IFRS-IASB financial statements for the nine months ended September 30, 2017 and 2016. Item 8.A.4 of Form 20-F, which is applicable to the Registration Statement pursuant to Item 4(a) of Form F-1, states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements as of a date not older than 12 months from the date of the offering (the “12-Month Requirement”) unless a waiver is obtained. See also Division of Corporation Finance, Financial Reporting Manual , Section 6220.3.
Division of Corporation Finance | ||
Office of the Chief Accountant | 2 | December 19, 2017 |
Instruction 2 to Item 8.A.4 of Form 20-F provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to [the Commission] that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” See also the Staff’s 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) at Section III.B.c, in which the Staff notes:
“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.” (emphasis added)
The Company hereby respectfully requests that the Staff waive the requirement of Item 8.A.4 of Form 20-F. In connection with this request, the Company represents to the Commission that:
1. | The Company is not currently a public reporting company in any other jurisdiction. |
2. | The Company is not required by any jurisdiction outside the United States to file its audited financial statements other than to provide its audited financial statements to the Company’s majority shareholder, D.N.A Biomedical Solutions Ltd. (“D.N.A Biomedical”), in connection with a requirement applicable to D.N.A Biomedical, that it file the audited financial statements of certain of its associated companies, including the Company, with the Israeli Securities Authority within three months following the end of each reporting year (i.e., March 31), pursuant to the Israeli Securities Regulations (Annual Financial Statements), 2010. |
3. | Compliance with Item 8.A.4 is impracticable and involves undue hardship for the Company. |
4. | The Company does not anticipate that its audited financial statements for the year ended December 31, 2017 will be available until March 15, 2018. |
5. | In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the offering. |
The Company further respectfully requests the Staff's immediate attention to this matter in light of the Company’s plans to refile the Registration Statement in early January 2018 with its IPO price range.
* * * *
Division of Corporation Finance | ||
Office of the Chief Accountant | 3 | December 19, 2017 |
Please do not hesitate to contact me at (212) 450-4762, (212) 701-5800 (fax) or sophia.hudson@davispolk.com, or Michael Kaplan at (212) 450-4111, (212) 701-5800 (fax) or michael.kaplan@davispolk.com, if you have any questions regarding the foregoing or if we can provide any additional information.
Very truly yours, | |
/s/ Sophia Hudson | |
Sophia Hudson |
cc: | Via E-mail |
Dr. Phillip Schwartz, Chief Executive Officer, Entera Bio Ltd. | |
Mira Rosenzweig, Chief Financial Officer, Entera Bio Ltd. | |
Michael Kaplan, Davis Polk & Wardwell LLP | |
Ivan Blumenthal, Mintz Levin Cohn Ferris Glovsky and Popeo PC |