o
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of each class
|
Name of each exchange on which registered
|
None
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
x
|
U.S. GAAP
x
|
IFRS as issued by the IASB
o
|
Other
o
|
1
|
||
1
|
||
1
|
||
1
|
||
A.
|
Selected Financial Data
|
1
|
B.
|
Capitalization and Indebtedness
|
3
|
C.
|
Reasons for the offer and use of proceeds
|
3
|
D.
|
Risk Factors
|
3
|
9
|
||
A.
|
History and Development of the Company
|
9
|
B.
|
Business Overview
|
9
|
C.
|
Organizational Structure
|
10
|
D.
|
Property, Plants and Equipment
|
10
|
Unresolved Staff Comments |
10
|
|
10
|
||
A.
|
Operating Results
|
10
|
B.
|
Liquidity and Capital Resources
|
14
|
C.
|
Research and Development, Patents and Licenses
|
15
|
D.
|
Trend Information
|
15
|
E.
|
Off-balance Sheet Arrangements
|
15
|
F.
|
Tabular Disclosure of Contractual Obligations
|
15
|
15
|
||
A.
|
Directors and Senior Management
|
15
|
B.
|
Compensation
|
16
|
C.
|
Broad Practices
|
17
|
D.
|
Employees
|
22
|
E.
|
Share Ownership
|
22
|
42
|
||
42
|
||
42
|
||
42
|
||
43
|
||
44
|
||
44
|
||
44
|
||
44
|
||
44
|
||
44
|
||
44
|
||
45
|
||
45
|
||
45
|
||
45
|
ITEM
1.
|
Identity of Directors, Senior Management and Advisors
|
ITEM
2.
|
Offer Statistics and Expected Timetable
|
ITEM
3.
|
Key Information
|
Years Ended December 31,
|
||||||||||||||||||||
2008
|
2009
|
2010
|
2011
|
2012
|
||||||||||||||||
(in thousands, except share and per share data)
|
||||||||||||||||||||
Statement of Operations Data:
|
||||||||||||||||||||
Research and development
|
$ | - | $ | - | $ | - | $ | 92 | $ | 40 | ||||||||||
General and administrative expenses
|
678 | 448 | 471 | 541 | 401 | |||||||||||||||
Consulting services
|
(20 | ) | (61 | ) | (82 | ) | (76 | ) | (41 | ) | ||||||||||
Operating loss
|
$ | (658 | ) | $ | (387 | ) | $ | (389 | ) | $ | (557 | ) | $ | (400 | ) | |||||
Financial income (expenses), net
|
652 | 3,282 | (389 | ) | (2,303 | ) | (158 | ) | ||||||||||||
Income (loss) Before Taxes
|
(6 | ) | 2,895 | (778 | ) | (2,860 | ) | (558 | ) | |||||||||||
Tax Expenses
|
- | - | - | (54 | ) | 34 | ||||||||||||||
Net income (loss)
|
$ | (6 | ) | $ | 2,895 | $ | (778 | ) | $ | (2,914 | ) | $ | (592 | ) | ||||||
Basic net earnings (loss) per share
|
* | ) | $ | 0.35 | $ | (0.09 | ) | $ | (0.34 | ) | $ | (0.07 | ) | |||||||
Diluted net earnings (loss) per share
|
* | ) | $ | 0.34 | $ | (0.09 | ) | $ | (0.34 | ) | $ | (0.07 | ) | |||||||
Number of shares used in computing basic net earnings (loss) per share
|
8,166,999 | 8,347,179 | 8,475,833 | 8,562,402 | 8,649,048 | |||||||||||||||
Number of shares used in computing diluted net earnings (loss) per share
|
8,166,999 | 8,392,283 | 8,475,833 | 8,562,402 | 8,649,048 |
*)
|
Represents an amount lower than $0.01.
|
December 31,
|
||||||||||||||||||||
2008
|
2009
|
2010
|
2011
|
2012
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Cash and cash equivalents, marketable securities and deposits
|
$ | 7,803 | $ | 7,432 | $ | 7,270 | $ | 6,985 | $ | 9,234 | ||||||||||
Investment in Biocancell - Short-term
|
- | - | - | 3,033 | 243 | |||||||||||||||
Investment in Biocancell - Long-term
|
2,910 | 6,164 | 5,625 | - | - | |||||||||||||||
Working capital
|
7,514 | 7,201 | 7,108 | 9,881 | 9,337 | |||||||||||||||
Total assets
|
10,733 | 13,645 | 13,051 | 10,183 | 9,508 | |||||||||||||||
Shareholders' equity
|
10,424 | 13,365 | 12,733 | 9,881 | 9,337 |
|
·
|
subject to limited exceptions, the judgment is final and non-appealable;
|
|
·
|
the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state;
|
|
·
|
the judgment was rendered by a court competent under the rules of private international law applicable in Israel;
|
|
·
|
the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts;
|
|
·
|
adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence;
|
|
·
|
the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel;
|
|
·
|
the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and
|
|
·
|
an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court.
|
•
|
low trading volume of our ordinary shares;
|
•
|
the market price of BioCancell on the Tel Aviv Stock Exchange, which influences the value of warrants of BioCancell that we hold;
|
•
|
political, economic or other developments affecting Israel;
|
•
|
global economic and other external factors; and
|
•
|
quarter-to-quarter fluctuations in our financial results.
|
ITEM
4.
|
Information on the Company
|
ITEM
4A.
|
Unresolved Staff Comments
|
ITEM
5.
|
Operating and Financial Review and Prospects
|
Years Ended December 31,
|
||||||||||||
2010
|
2011
|
2012
|
||||||||||
Statement of Operations Data:
|
||||||||||||
Research and development
|
$ | - | $ | 92 | $ | 40 | ||||||
General and administrative expenses, net
|
471 | 541 | 401 | |||||||||
Consulting Services
|
(82 | ) | (76 | ) | (41 | ) | ||||||
Operating loss
|
(389 | ) | (557 | ) | (400 | ) | ||||||
Financial income (expenses), net
|
(389 | ) | (2,303 | ) | (158 | ) | ||||||
Income before Taxes
|
(778 | ) | (2,860 | ) | (558 | ) | ||||||
Tax expenses
|
- | (54 | ) | (34 | ) | |||||||
Net income (loss)
|
$ | (778 | ) | $ | (2,914 | ) | $ | (592 | ) |
Years Ended
December 31,
|
Israeli Inflation
Rate
|
NIS-USD
Devaluation Rate
|
Israel Inflation Adjusted
for Devaluation
|
|||
2008
|
3.8
|
(1.1)
|
4.9
|
|||
2009
|
3.9
|
(0.7)
|
4.6
|
|||
2010
|
2.7
|
(6.0)
|
8.7
|
|||
2011
|
2.2
|
7.6
|
(5.4)
|
|||
2012
|
1.5
|
(2.3)
|
3.8
|
ITEM
6.
|
Directors, Senior Management and Employees
|
Name
|
Age
|
Position
|
Izhak Tamir
|
60
|
Chairman of the Board
|
Eric Paneth
|
61
|
Director
|
Liat Hadad
|
41
|
External Director
|
Yiftach Atir
|
63
|
External Director
|
Aviv Boim
|
45
|
Chief Executive Officer
|
|
Israeli Companies Law
|
|
Board of Directors
|
|
External Directors
|
•
|
an employment relationship;
|
•
|
a business or professional relationship;
|
•
|
control; or
|
•
|
service as an office holder.
|
|
•
|
at least a majority of the shares of non-controlling shareholders voted at the meeting vote in favor of the election; or
|
|
•
|
the total number of shares voted against the election of the external director does not exceed two percent of the aggregate voting rights in the company.
|
|
Audit Committee
|
|
Internal Auditor
|
|
•
|
information on the advisability of a given action brought for his approval or performed by him by virtue of his position; and
|
|
•
|
all other important information pertaining to these actions.
|
|
•
|
refrain from any conflict of interest between the performance of his duties in the company and the performance of his other duties or his personal affairs;
|
|
•
|
refrain from any activity that is competitive with the company;
|
|
•
|
refrain from exploiting any business opportunity of the company to receive a personal gain for himself or others; and
|
|
•
|
disclose to the company any information or documents relating to a company’s affairs which the office holder has received due to his position as an office holder.
|
|
•
|
the office holder’s spouse, siblings, parents, grandparents, descendants, spouse’s descendants and the spouses of any of these people; or
|
|
•
|
any corporation in which the office holder is a 5% or greater shareholder, director or general manager or in which he has the right to appoint at least one director or the general manager.
|
•
|
other than in the ordinary course of business;
|
•
|
otherwise than on market terms; or
|
|
•
|
that is likely to have a material impact of the company’s profitability, assets or liabilities.
|
|
Office Holder Compensation
|
|
•
|
at least a majority of the shares of shareholders who have no personal interest in the transaction and who vote on the matter vote in favor thereof; or
|
|
•
|
the shareholders who have no personal interest in the transaction who vote against the transaction do not represent more than two percent of the voting rights in the company.
|
ITEM
7.
|
Major Shareholders and Related Party Transactions
|
Identity of Person or Group
|
Amount Owned
|
Percent of Class
(1)
|
||||||
Steven N. Bronson
(2)
|
1,500,094 | 16.9 | % | |||||
Eric Paneth
|
1,156,602 | 13.0 | % | |||||
Izhak Tamir
|
1,061,701 | 11.9 | % | |||||
Aviv Boim
(3)
|
885,287 | 9.9 | % |
(1)
|
Based on 8,898,861 ordinary shares outstanding on March 31, 2013.
|
(2)
|
Includes (i) 1,400,422 ordinary shares held jointly by Mr. Bronson and his spouse, (ii) 58,806 ordinary shares held in Mr. Bronson's IRA and (iii) 40,866 ordinary shares held in Mr. Bronson's spouse's IRA (with respect to which Mr. Bronson has voting and dispositive power). Based on a Schedule 13D/A filed February 5, 2013. Mr. Bronson has undertaken to us not to vote in excess of 1,334,829 ordinary shares, or 14.9% of our outstanding shares, until the 30
th
day following the termination of a confidentiality and standstill agreement between us, dated February 1, 2013, which may be terminated by either party upon ten business days' notice. Based on a Schedule 13D/A filed by Mr. Bronson on February 19, 2010, he beneficially owned 1,198,755 ordinary shares, or 13.9% of our outstanding shares, at that time.
|
(3)
|
Includes 103,489 restricted shares issued under the 2003 Plan.
|
ITEM
8.
|
Financial Information
|
ITEM
9.
|
The Offer and Listing
|
Calendar Year
|
Price Per Share
|
||
High
|
Low
|
||
2008
|
1.14
|
0.40
|
|
2009
|
0.95
|
0.45
|
|
2010
|
0.96
|
0.63
|
|
2011
|
0.78
|
0.44
|
|
2012
|
0.55
|
0.42
|
|
Calendar Quarter
|
Price Per Share
|
||
High
|
Low
|
||
2011
|
|||
First Quarter
|
0.72
|
0.66
|
|
Second Quarter
|
0.78
|
0.65
|
|
Third Quarter
|
0.70
|
0.52
|
|
Fourth Quarter
|
0.55
|
0.44
|
|
2012
|
|||
First Quarter
|
0.55
|
0.42
|
|
Second Quarter
|
0.50
|
0.42
|
|
Third Quarter
|
0.50
|
0.43
|
|
Fourth Quarter
|
0.48
|
0.35
|
|
2013
|
|||
First Quarter
|
0.70
|
0.45
|
|
Second Quarter (through April 18, 2013)
|
0.55
|
0.52
|
ITEM
10.
|
Additional Information
|
|
·
|
any amendment to the articles of association;
|
|
·
|
an increase of our authorized share capital;
|
|
·
|
a merger; or
|
|
·
|
approval of certain actions and transactions which require shareholder approval.
|
|
•
|
a breach of his duty of care to us or to another person;
|
|
•
|
a breach of his duty of loyalty to us, provided that the office holder acted in good faith and had reasonable cause to assume that his act would not prejudice our interests; or
|
|
•
|
a financial liability imposed upon him in favor of another person.
|
|
•
|
a financial obligation imposed on him in favor of another person by a court judgment, including a compromise judgment or an arbitrator’s award approved by the court; such indemnification may be approved (i) after the liability has been incurred or (ii) in advance, provided that our undertaking to indemnify is limited to events that our board of directors believes are foreseeable in light of our actual operations at the time of providing the undertaking and to a sum or criterion that our board of directors determines to be reasonable under the circumstances.
|
|
•
|
reasonable litigation expenses, including attorneys’ fees, expended by the office holder as a result of an investigation or proceeding instituted against him by a competent authority, provided that such investigation or proceeding concluded without the filing of an indictment against him and either (A) concluded without the imposition of any financial liability in lieu of criminal proceedings or (B) concluded with the imposition of a financial liability in lieu of criminal proceedings but relates to a criminal offense that does not require proof of criminal intent; and
|
|
•
|
reasonable litigation expenses, including attorneys’ fees, expended by the office holder or charged to him by a court in connection with:
|
|
•
|
proceedings we institute against him or that are instituted on our behalf or by another person;
|
|
•
|
a criminal charge from which he is acquitted; or
|
|
•
|
a criminal proceeding in which he is convicted of an offense that does not require proof of criminal intent.
|
|
•
|
a breach by the office holder of his duty of loyalty unless, with respect to insurance coverage or indemnification, the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
|
|
•
|
a breach by the office holder of his duty of care if the breach was done intentionally or recklessly;
|
|
•
|
any act or omission done with the intent to derive an illegal personal benefit; or
|
|
•
|
any fine levied against the office holder.
|
|
·
|
an individual who is either a U.S. citizen or a resident of the U.S. for U.S. federal income tax purposes;
|
|
·
|
a corporation or other entity taxable as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the U.S. or any political subdivision thereof;
|
|
·
|
an estate the income of which is subject to U.S. federal income tax regardless of the source of its income; and
|
|
·
|
a trust, if (a) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
|
|
·
|
The U.S. Holder would be required to (a) report as ordinary income any so-called “excess distributions” allocated to the current tax year,(b) pay tax on amounts allocated to each prior tax year in which we were a PFIC at the highest rate applicable to ordinary income in effect for such prior year, and (c) pay an interest charge on the resulting tax at the rate applicable to deficiencies of U.S. federal income tax. “Excess distributions” with respect to any U.S. Holder are amounts received by such U.S. Holder with respect to our ordinary shares in any tax year that exceed 125% of the average distributions received by such U.S. Holder from us during the shorter of (i) the three previous years, or (ii) such U.S. Holder’s holding period of our ordinary shares before the then-current tax year. Excess distributions must be allocated ratably to each day that a U.S. Holder has held our ordinary shares.
|
|
·
|
The entire amount of any gain realized by such U.S. Holder upon the sale or other disposition of our ordinary shares also would be treated as an “excess distribution” subject to tax as described above.
|
|
·
|
The tax basis of ordinary shares acquired from a decedent who was a U.S. Holder generally would not receive a step-up to fair market value as of the date of the decedent’s death, but instead would be equal to the decedent’s basis, if lower.
|
ITEM
11.
|
Quantitative and Qualitative Disclosures about Market Risk
|
ITEM
12.
|
Description of Securities other than Equity Securities
|
ITEM
13.
|
Defaults, Dividend Averages and Delinquencies
|
ITEM
14.
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
ITEM
15.
|
Controls and Procedures
|
ITEM
16A.
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
ITEM
16B.
|
CODE OF ETHICS
|
ITEM
16C.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Year Ended December 31,
|
||||||||
2011
|
2012
|
|||||||
Audit Fees
|
$ | 39,500 | $ | 32,500 | ||||
Tax Fees
|
5,500 | 5,500 | ||||||
All Other Fees
|
0 | 0 | ||||||
Total
|
$ | 45,000 | $ | 38,000 |
ITEM
16D.
|
EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES
|
ITEM
16E.
|
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
ITEM
16F.
|
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
ITEM
16G.
|
CORPORATE GOVERNANCE
|
MINE SAFETY DISCLOSURE
|
ITEM
17.
|
Financial Statements
|
ITEM
18.
|
Financial Statements
|
ITEM
19.
|
Exhibits
|
TIKCRO TECHNOLOGIES LTD.
|
|||
By: |
/s/ Aviv Boim
|
||
Aviv Boim
|
|||
Chief Executive Officer
|
Exhibit No.
|
Exhibit
|
|
1.1
|
Memorandum of Association, as amended (a)
|
|
1.2
|
Amended and Restated Articles of Association (a)
|
|
1.3
|
Bonus Rights Agreement, dated as of September 12, 2005, between Tikcro Technologies Ltd. and American Stock Transfer & Trust Company, as Rights Agent (b)
|
|
1.4
|
Amendment No. 1, dated December 10, 2012, to the Bonus Rights Agreement, dated as of September 12, 2005, between Tikcro Technologies Ltd. and American Stock Transfer & Trust Company, as Rights Agent (c)
|
|
4.1
|
Share Incentive Plan, as amended (d)
|
|
4.2
|
Tikcro 2003 Stock Option Plan, as amended (e)
|
|
8.1
|
List of Subsidiaries (a)
|
|
12.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act (a)
|
|
13.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act (a)
|
|
14.1
|
Consent of Independent Registered Public Accounting Firm (a)
|
|
101.1
|
Interactive Data Files in XBRL format
of
the following materials from our Annual Report on Form 20-F for the year ended December 31, 2012 are furnished herewith: (i) the Balance Sheets, (ii) the Statements of Operations, and (iii) the Statements of Changes in Shareholders' Equity, (iv) the Statements of Cash Flows and (v) Notes to Financial Statements (a)
|
(a)
|
Included herewith.
|
(b)
|
Incorporated by reference to Tikcro’s Report on Form 6-K filed with the Securities and Exchange Commission on September 14, 2005.
|
(c)
|
Incorporated by reference to Tikcro’s Report on Form 8-A/A filed with the Securities and Exchange Commission on December 11, 2012.
|
(d)
|
Incorporated by reference to Tikcro’s Registration Statement on Form S-8 (File No. 333-12904).
|
(e)
|
Incorporated by reference to Tikcro’s Annual Report on Form 20-F for the year ended December 31, 2007 (File No. 0-30820).
|
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7 - F-8
|
|
F-9 - F-22
|
Tel-Aviv, Israel
|
KOST FORER GABBAY & KASIERER
|
April 30, 2013
|
A Member of Ernst & Young Global
|
Year ended December 31,
|
||||||||||||
2010
|
2011
|
2012
|
||||||||||
Operating costs and expenses:
|
||||||||||||
Research and development (Note 2g)
|
$ | - | $ | 92 | $ | 40 | ||||||
General and administrative expenses
|
471 | 541 | 401 | |||||||||
Consulting services (Note 9)
|
(82 | ) | (76 | ) | (41 | ) | ||||||
|
||||||||||||
Operating loss
|
389 | 557 | 400 | |||||||||
Financial expenses, net (Note 10b)
|
(389 | ) | (2,303 | ) | (158 | ) | ||||||
Loss before taxes
|
(778 | ) | (2,860 | ) | (558 | ) | ||||||
Tax expenses
|
- | 54 | 34 | |||||||||
Net loss
|
$ | (778 | ) | $ | (2,914 | ) | $ | (592 | ) | |||
|
||||||||||||
Net loss per share:
|
||||||||||||
Basic and diluted net loss per share
|
$ | (0.09 | ) | $ | (0.34 | ) | $ | (0.07 | ) | |||
Weighted average number of shares used in computing basic and diluted loss per share
|
8,475,833 | 8,562,402 | 8,649,048 |
Year ended
December 31,
|
||||||||||||
2010
|
2011
|
2012
|
||||||||||
Net loss
|
$ | (778 | ) | $ | (2,914 | ) | $ | (592 | ) | |||
Other comprehensive loss:
|
||||||||||||
Unrealized gains (losses) on available-for-sale securities:
|
||||||||||||
Changes in unrealized gains
|
15 | (11 | ) | - | ||||||||
Less: reclassification adjustments for gains on available-for-sale securities
|
- | - | 4 | |||||||||
Comprehensive loss
|
$ | (763 | ) | $ | (2,925 | ) | $ | (588 | ) |
Outstanding
|
Additional
|
Accumulated other
|
Total
|
|||||||||||||||||||||||||
Ordinary shares
|
paid-in
|
comprehensive
|
Treasury
|
Accumulated
|
shareholders'
|
|||||||||||||||||||||||
Number
|
Amount
|
capital
|
income
|
shares
|
deficit
|
Equity
|
||||||||||||||||||||||
Balance at January 1, 2010
|
8,556,836 | $ | - | $ | 146,397 | $ | - | $ | (1,065 | ) | $ | (131,967 | ) | $ | 13,365 | |||||||||||||
Issuance of shares (Note 7)
|
92,025 | - | - | - | - | - | - | |||||||||||||||||||||
Stock based compensation
|
- | - | 131 | - | - | - | 131 | |||||||||||||||||||||
Comprehensive loss
|
15 | 15 | ||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | (778 | ) | (778 | ) | |||||||||||||||||||
Balance at December 31, 2010
|
8,648,861 | - | 146,528 | 15 | (1,065 | ) | (132,745 | ) | 12,733 | |||||||||||||||||||
Stock based compensation
|
- | - | 73 | - | - | - | 73 | |||||||||||||||||||||
Comprehensive loss
|
(11 | ) | (11 | ) | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | (2,914 | ) | (2,914 | ) | |||||||||||||||||||
Balance at December 31, 2011
|
8,648,861 | - | 146,601 | 4 | (1,065 | ) | (135,659 | ) | 9,881 | |||||||||||||||||||
Issuance of shares (Note 7)
|
250,000 | - | - | - | - | - | - | |||||||||||||||||||||
Stock based compensation
|
- | - | 52 | - | - | - | 52 | |||||||||||||||||||||
Comprehensive loss
|
(4 | ) | (4 | ) | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | (592 | ) | (592 | ) | |||||||||||||||||||
Balance at December 31, 2012
|
8,898,861 | $ | - | $ | 146,653 | $ | - | $ | (1,065 | ) | $ | (136,251 | ) | $ | 9,337 |
Year ended December 31,
|
||||||||||||
2010
|
2011
|
2012
|
||||||||||
Cash flows from operating activities
:
|
||||||||||||
Net loss
|
$ | (778 | ) | $ | (2,914 | ) | $ | (592 | ) | |||
Adjustments required to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||||||
Decrease (increase) in other current assets
|
(69 | ) | (9 | ) | 134 | |||||||
Increase (decrease) in other current liabilities
|
38 | (16 | ) | (131 | ) | |||||||
Accrued interest on marketable securities and deposits
|
(38 | ) | - | - | ||||||||
Amortization of premium on marketable securities, net
|
52 | 81 | 19 | |||||||||
Decrease in fair value of investment in BioCancell
|
524 | 2,592 | 799 | |||||||||
Fair value of shares received in connection with BioCancell investment related to consulting services
|
(52 | ) | - | (29 | ) | |||||||
Gain on sale of BioCancell shares
|
(46 | ) | - | - | ||||||||
Stock based compensation
|
131 | 73 | 52 | |||||||||
Net cash provided by (used in) operating activities
|
(238 | ) | (193 | ) | 252 | |||||||
Cash flows from investing activities
:
|
||||||||||||
Purchase of available-for-sale marketable securities
|
(2,402 | ) | - | - | ||||||||
Proceeds from sale of available-for-sale marketable securities
|
- | - | 2,250 | |||||||||
Proceeds from realization of bank deposits
|
2,523 | - | - | |||||||||
Proceeds from sale of BioCancell shares
|
113 | - | 20 | |||||||||
Proceeds from maturity of BioCancell convertible note
|
- | - | 2,000 | |||||||||
Net cash provided by investing activities
|
234 | - | 4,270 | |||||||||
Increase (decrease) in cash and cash equivalents
|
(4 | ) | (193 | ) | 4,522 | |||||||
Cash and cash equivalents at the beginning of the year
|
4,909 | 4,905 | 4,712 | |||||||||
Cash and cash equivalents at the end of the year
|
$ | 4,905 | $ | 4,712 | $ | 9,234 |
Year ended December 31,
|
||||||||||||
2010
|
2011
|
2012
|
||||||||||
Supplemental disclosure of cash flows activities:
|
||||||||||||
Cash transactions during the year for:
|
||||||||||||
Taxes paid
|
$ | - | $ | (46 | ) | $ | (117 | ) |
NOTE 1:-
|
GENERAL
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
a.
|
Basis of presentation:
|
|
b.
|
Use of estimates:
|
|
c.
|
Financial statements in U.S. dollars:
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
d.
|
Cash equivalents:
|
|
e.
|
Marketable securities:
|
|
f.
|
Investment:
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
g.
|
Research and development expenses:
|
|
h.
|
Income taxes:
|
|
i.
|
Accounting for stock-based compensation:
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
j.
|
Fair value of financial instruments:
|
|
k.
|
Basic and diluted net earnings (loss) per share:
|
NOTE 2:-
|
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
l.
|
Concentrations of credit risks:
|
|
m.
|
Treasury shares:
|
NOTE 3:-
|
MARKETABLE SECURITIES
|
December 31, 2011
|
||||||||||||
Estimated
|
||||||||||||
Gross
|
fair
|
|||||||||||
Amortized
|
unrealized
|
market
|
||||||||||
cost
|
Gains
|
value
|
||||||||||
Available-for-sale:
|
||||||||||||
Corporate debentures
|
$ | 2,269 | $ | 4 | $ | 2,273 |
NOTE 4:-
|
FAIR VALUE MEASUREMENTS
|
As of December 31, 2011
|
||||||||||||||||
Fair value measurements using input type
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Marketable securities- corporate debentures
|
$ | - | $ | 2,273 | $ | - | $ | 2,273 | ||||||||
Investment in BioCancell - investment in Ordinary shares
|
265 | - | - | 265 | ||||||||||||
Investment in BioCancell - investment in convertible note and warrants (*)
|
- | - | 2,768 | 2,768 | ||||||||||||
Total financials assets
|
$ | 265 | $ | 2,273 | $ | 2,768 | $ | 5,306 |
|
*)
|
Including accrued interest on the note.
|
As of December 31, 2012
|
||||||||||||||||
Fair value measurements using input type
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Investment in BioCancell - investment in Ordinary shares
|
$ | 218 | $ | - | $ | - | $ | 218 | ||||||||
Investment in BioCancell - investment in warrants
|
- | - | 25 | 25 | ||||||||||||
Total financials assets
|
$ | 218 | $ | - | $ | 25 | $ | 243 |
NOTE 5:-
|
INVESTMENT IN BIOCANCELL
|
December 31,
|
||||||||
2011
|
2012
|
|||||||
Common stock
(*)
|
$ | 265 | $ | 218 | ||||
Convertible note
|
2,680 | - | ||||||
Warrants
|
88 | 25 | ||||||
Investment in BioCancell
|
$ | 3,033 | $ | 243 |
(*)
|
The value of one share of common stock of BioCancell on April 25, 2013, was $ 0.24 (NIS 0.86). Following the sale of common shares subsequent to year-end (refer to Note 11) the investment of the remaining 347,609 common stock amounted to $83.
|
NOTE 5:-
|
INVESTMENT (Cont.)
|
NOTE 6:-
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
|
a.
|
Directors and officers indemnification agreements:
|
|
b.
|
Litigation:
|
NOTE 6:-
|
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
|
NOTE 7:-
|
SHAREHOLDERS' EQUITY
|
|
a.
|
Ordinary shares:
|
|
b.
|
Stock option plans:
|
1.
|
Under the Company's stock option plan (as amended in December 2007) ("the Plan"), shares and options to purchase shares may be granted to employees, officers, consultants and directors of the Company.
|
2.
|
No options were granted, exercised or forfeited during 2010, 2011 and 2012. As of December 31, 2012, an aggregate of 1,891,356 Ordinary shares of the Company were reserved for issuance under the plan.
|
3.
|
Options granted generally become fully exercisable after three to four years and expire no later than 10 years from the approval date of the option plan under terms of grant. Any option forfeited or cancelled before expiration become available for future grants.
|
Amount
|
Weighted
average
exercise
price
|
Weighted average
remaining contractual life
|
Aggregate intrinsic value *)
|
|||||||||||||
Options outstanding at beginning of year
|
133,334 | $ | 0.92 | 3.14 | $ | - | ||||||||||
Granted
|
- | $ | - | - | $ | - | ||||||||||
Exercised
|
- | $ | - | - | $ | - | ||||||||||
Options outstanding at end of year
|
133,334 | $ | 0.92 | 2.14 | $ | - | ||||||||||
Vested and expected to vest at end of year
|
133,334 | $ | 0.92 | 2.14 | $ | - | ||||||||||
Options exercisable at end of year
|
133,334 | $ | 0.92 | 2.14 | $ | - |
|
*)
|
The options were out of the money as of December 31, 2012 and 2011 and their intrinsic value was considered as zero.
|
NOTE 7:-
|
SHAREHOLDERS' EQUITY (Cont.)
|
Weighted average
|
||||||||
Options
|
remaining
|
|||||||
Exercise
|
outstanding and
|
Contractual
|
||||||
Price
|
exercisable |
life (years)
|
||||||
$ 0.87
|
66,667 | 0.65 | ||||||
$ 0.97
|
66,667 | 3.62 | ||||||
133,334 | 2.14 |
4.
|
The following table summarizes information relating to restricted shares, as well as changes to such awards during 2010, 2011 and 2012:
|
Year ended December 31,
|
||||||||||||
2010
|
2011
|
2012
|
||||||||||
Outstanding at beginning of year
|
181,808 | 132,050 | 243,339 | |||||||||
Granted
|
73,620 | 250,000 | - | |||||||||
Vested
|
(123,378 | ) | (138,711 | ) | (111,880 | ) | ||||||
Outstanding as of December 31,
|
132,050 | 243,339 | 131,459 |
NOTE 7:-
|
SHAREHOLDERS' EQUITY (Cont.)
|
|
c.
|
Shareholder bonus rights plan:
|
NOTE 8:-
|
TAXES ON INCOME
|
|
a.
|
Tax rates:
|
NOTE 8:-
|
TAXES ON INCOME (Cont.)
|
|
b.
|
Significant components of the Company's deferred tax assets and liabilities are as follows:
|
December 31,
|
||||||||
2011
|
2012
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss and capital loss carry forward
|
$ | 37,126 | $ | 38,083 | ||||
Valuation allowance
|
(37,069 | ) | (38,083 | ) | ||||
Deferred tax asset
|
57 | - | ||||||
Deferred tax liability - increase in fair value of investment
|
(57 | ) | - | |||||
Net deferred tax asset
|
$ | - | - |
|
c.
|
Net operating losses carry-forward:
|
|
d.
|
The main reconciling item from the statutory tax rate of the Company to the effective tax rate are valuation allowances provided for deferred tax assets. Tax expenses represent tax withheld from the Company.
|
|
e.
|
Tax reports filed by the Company in Israel through the year ended December 31, 2007 are considered final.
|
|
f.
|
As of December 31, 2011 and 2012, the Company did not have any unrecognized tax benefits or uncertain tax positions.
|
NOTE 9:-
|
RELATED PARTY TRANSACTIONS
|
December 31,
|
||||||||
2011
|
2012
|
|||||||
Balances:
|
||||||||
Receivables **)
|
$ | 70 | $ | - |
Year ended December 31,
|
||||||||||||
2010
|
2011
|
2012
|
||||||||||
Transactions:
|
||||||||||||
Administrative services *)
|
$ | 48 | $ | 25 | $ | - | ||||||
Consulting services **)
|
$ | 82 | $ | 76 | $ | 41 | ||||||
Interest on convertible note (refer to Note 5)
|
$ | 41 | $ | 244 | $ | 621 |
|
*)
|
In January 2000, Orckit Communications Ltd ("Orckit") executed a plan of separation which divided Orckit into two separate companies: (i) Tikcro, and (ii) Orckit. A portion of Orckit's and the Company's shares beneficially owned by shared owners. Orckit provided the Company with certain administrative services until June 30, 2011.
|
|
**)
|
Consulting services provided by the Company in connection with the investment in BioCancell, refer to Note 5. The consulting fees are recorded as on offset in the operating expenses in the statement of operations.
|
NOTE 10:-
|
SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION
|
|
a.
|
Other current liabilities:
|
December 31,
|
||||||||
2011
|
2012
|
|||||||
Tax authorities
|
$ | 109 | $ | - | ||||
Director fees
|
36 | 44 | ||||||
Trade payables
|
90 | 78 | ||||||
Accrued expenses and other
|
67 | 49 | ||||||
$ | 302 | $ | 171 |
NOTE 10:-
|
SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION (Cont.)
|
|
b.
|
Financial expenses, net
|
Year ended December 31,
|
||||||||||||
2010
|
2011
|
2012
|
||||||||||
Financial expenses:
|
||||||||||||
Revaluation of investment
|
$ | (524 | ) | $ | (2,592 | ) | $ | (799 | ) | |||
Other
|
(4 | ) | (6 | ) | - | |||||||
(528 | ) | (2,598 | ) | (799 | ) | |||||||
Financial income:
|
||||||||||||
Amortization of premiums, accretion of discounts and interest on marketable debt securities, net
|
52 | 51 | 19 | |||||||||
Interest on convertible note
|
41 | 244 | 622 | |||||||||
Gain on sale of BioCancell shares
|
46 | - | - | |||||||||
139 | 295 | 641 | ||||||||||
$ | (389 | ) | $ | (2,303 | ) | $ | (158 | ) |
NOTE 11:-
|
SUBSEQUENT EVENTS
|
2.
|
The objects for which the Company is established are:
|
|
(a)
|
(i)
|
To engage in the activity or business of developing, manufacturing, producing, processing, vending, purchasing, licensing (as licensor or licensee), leasing (as lessor or lessee), importing, exporting, supplying, distributing, acting as agent for or dealer in, or otherwise handling or dealing in any products, materials, goods, wares, merchandise and movable property of every kind and description, and to engage in the activity or business of furnishing, supplying, buying, selling, promoting, leasing (as lessor or lessee), licensing (as licensor or licensee), importing, exporting, distributing, acting as agent for or dealer in, or otherwise handling or dealing in, any service.
|
|
(ii)
|
To acquire, create, form, operate, encourage or otherwise promote or manage any kind of enterprise.
|
|
(b)
|
To engage, directly or indirectly, in any lawful undertaking or business whatsoever, mercantile, manufacturing or otherwise, in which it is lawful for a company to engage, or in which it would be lawful for an individual to engage, and to have and exercise all powers conferred by the State of Israel on companies organized for profit under the companies laws of the State of Israel.
|
|
(c)
|
To hold lands generally, purchase, take on lease or exchange or acquire with or without consideration any rights or interests in land, buildings, structures or plantations of any type or description whatsoever, to erect, construct, improve, repair, furnish, enlarge, alter or demolish any building or structure, sell, lease, exchange, mortgage or otherwise dispose of, with or without consideration, and generally to deal in lands, buildings, structures and plantations upon such terms and conditions as the Company may deem fit.
|
|
(d)
|
To form, promote, organize and assist or aid in forming, promoting or organizing of companies, syndicates or partnerships of all kinds for the purpose of acquiring and undertaking any property and liabilities of the Company and of advancing, directly or indirectly, the attainment of any of the objects thereof, or for any other purpose which the Company may think expedient, and to take or otherwise acquire, hold and dispose of shares, debentures and other securities in or of any such company and to subsidize or otherwise assist any such company.
|
|
(e)
|
To apply for, obtain, acquire, hold maintain, exploit and sell and transfer permits, licenses, leases and other rights and interests of any kind which entitle, permit or enable the Company to engage in any business or activity which the Company is authorized to engage in.
|
|
(f)
|
To carry on the business of owners, managers and operators of hotels, rest houses and recreation houses, cafes, pension houses, clubs, restaurants and bars.
|
|
(g)
|
To apply for, purchase or otherwise acquire and obtain, whether in Israel or abroad, any patents, patent rights, brevets d'Invention, licenses, protections and concessions and any rights of use or exploitation thereof thereunder (hereinafter collectively referred to as "patent rights") which, in the opinion of the Company, may appear likely to be advantageous to the company and to protect, prolong and renew the same, and also to use patent rights, to work in accordance therewith, to exploit and derive any benefit from the same, to enter into agreements and do all acts regarding the use or exploitation or derivation of any benefit whatsoever from patent rights, and to sell or otherwise transfer patent rights, and to grant licenses and privileges in respect of the same.
|
|
(h)
|
To enter into any arrangements with the State of Israel, or with any other state or with any government or authority, whether supreme, municipal, local or otherwise, which may seem conducive to the Company's objects or any of them and to obtain from any such state, government or authority any concessions, grants, rights or privileges whatsoever as the Company may think fit or which seem to the Company capable of being turned to account, and to comply with, work, develop, carry out, exercise and turn to account any such arrangements, concessions, grants, rights or privileges.
|
|
(i)
|
To enter into any partnership or arrangement in the nature of a partnership, cooperation or union of interests with any company or person engaged or interested or about to become engaged or interested in the establishment, carrying on or conduct of any business or enterprise which the Company is authorized to establish, carry on or conduct, or from which the Company would or might derive any benefit, whether direct or indirect, and to subsidize or aid any company or person whatsoever.
|
|
(j)
|
To borrow and raise monies and secure the repayment thereof in the manner and on the terms as the Company may deem advisable, and particularly by the issue of debentures, debenture stock, bonds, obligations, mortgages and securities of all kinds and for that purpose to mortgage and charge in any manner whatsoever the Company's property, in whole or in part, present and future, whether movable or immovable, including its uncalled capital and any specific property and any of the rights of the Company.
|
|
(k)
|
To lend monies and to grant credits to any person in such manner and upon such conditions as the Company may deem expedient and to receive from those to whom the Company shall lend monies or grant credit or for whom the Company shall give guarantees, all such securities as the Company may deem fit, including debentures, debenture stocks, bonds, obligations, mortgages on immovables and movable property and other pledges and charges, including floating charges, and to sell, transfer, assign, surrender, release or discharge all such securities on such terms and conditions as the Company may deem fit.
|
|
(l)
|
To guarantee for any other person the payment of monies and the performance of agreements, contracts and undertakings and to secure the performance of the guarantee by securities (as hereinbefore specified) and to redeem, discharge and pay off all such securities.
|
|
(m)
|
To participate in the establishment, formation, management of businesses, concerns or transactions of any industrial enterprise and to participate in the supervision or control thereof and for such purpose to act as directors or sole director and to appoint managers, accountants or experts or attorneys and to remunerate them for their work.
|
|
(n)
|
To engage in the management of or consulting to businesses, transactions and ventures, whether commercial or otherwise, connected with the business of the Company or incidental thereto.
|
|
(o)
|
To undertake and engage in the business of agents and representatives and to receive monies, securities, assets and chattels of any kind for transfer, safeguarding or dealing as the Company will deem conducive to its principal objects, either with or without consideration and in any manner whatsoever.
|
|
(p)
|
To establish any trust for the issue, with preferred, deferred or other rights, of stock and securities or certificates or other documents based on or representing shares, stock or other assets allocated for the objects of any such trust, and to determine, arrange and, if the Company shall think fit, to undertake and to execute any such trust, and to issue, hold or transfer to others any stock, securities and certificates or other documents conferring preferred, deferred or other rights as aforesaid.
|
|
(q)
|
To act as trustee by virtue of any document creating or securing debentures, debenture stock, obligations or other securities and to undertake and execute any trust duties and to undertake to perform the duties of directors, receivers, treasurers, custodians and trust company and to act in any such capacity.
|
|
(r)
|
To undertake and perform the duties of trusteeships, the implementation of which may be desirable, whether for reward or otherwise.
|
|
(s)
|
To appoint any company or person as trustees for the holding of securities for the Company and for the protection of its interests.
|
|
(t)
|
To hold on behalf of others any property which the Company is entitled to acquire.
|
|
(u)
|
In connection with the principal objects of the Company or in relation thereto, to purchase or otherwise acquire and undertake whether as a going concern or otherwise, any business of any person or company or any property, assets, goodwill, rights and liabilities of the proprietors of that business, whether connected with or incidental to such business.
|
|
(v)
|
To amalgamate or merge with any company and to do all acts and things (whether by the formation of companies or otherwise) required or conducive to the amalgamation or merger of the activities of any companies, concerns, firms or industries of all kinds, and to establish concerns for the sale of their products.
|
|
(w)
|
To engage in the exploration and the exploitation of natural resources, including minerals, underground strata, subsea water, seas, lakes, rivers, brooks, wells, springs, pools, whether stagnant or running.
|
|
(x)
|
To deal in metals, salts, acids, alkalines and other chemicals, basic or compound, rubber, precious stones and pearls, electricity, electrical works, radio, leather, paper, glass, wood, stone, minerals, building materials of all kinds and raw materials of all kinds.
|
|
(y)
|
To deal in and grow plants, wild, cultivated and others, fruits and vegetables, animals of all descriptions, and in all kinds of food stuffs.
|
|
(z)
|
To carry on commercial and industrial agencies of all branches and kinds.
|
|
(aa)
|
To carry on the business of transportation of any kind by land, sea and air.
|
|
(bb)
|
To engage in industry and manufacture, build, erect, extend, improve, maintain and supervise, control and manage factories and workshops, laboratories and installations and to engage in research and experiments for the advancement of science and to deal in products of any kind.
|
|
(cc)
|
To build, construct, erect, expand, improve, develop, supervise or maintain stores, garages, workshops, works for the supply of light and heat, water works, shops, hotels, clubs, places of worship, reading rooms, restaurants, baths, bathing beaches, places of entertainment, parks, dwelling houses and other buildings and all constructions and other conveniences which the Company may think useful or necessary.
|
|
(dd)
|
To engage in all scientific, technical and other research and experiments, including such research and experiment for the purpose of improving or seeking to improve any inventions and patent rights which the Company shall be entitled to, or shall acquire or propose to acquire.
|
|
(ee)
|
To sell or otherwise liquidate the property or any investment of the Company.
|
|
(ff)
|
To insure the Company, its property, installations, undertakings, business and operations, in whole or in part, against all damage, loss, risk or liability.
|
|
(gg)
|
To provide for the welfare of employees or ex-employees of the Company and of their wives, families, relatives or dependents by building or contributing to the building of houses or flats or by grant of pensions, allowances, bonus or other payments or by creating, subscribing or contributing to provident funds, associations, institutions, funds or trusts or by establishing or subscribing or contributing towards places of instruction or rest, hospitals, dispensaries or by giving medical or other attendance or in any other manner as the Company shall think fit.
|
|
(hh)
|
To invest and deal with the monies of the Company not immediately required for the business of the Company in such manner as the Company may from time to time determine.
|
|
(ii)
|
To sell, lease, mortgage, abandon or otherwise transfer the Company's undertaking, in whole or in part, for such consideration as the Company may deem fit, and in particular in consideration for shares, debentures or securities of any company having objects wholly or partly similar to those of the Company.
|
|
(jj)
|
To distribute among its members in specie or kind the property or assets of the Company in whole or in part, or any proceeds of sale or disposal of any property or assets of the Company, but so that no distribution amounting to a reduction of capital shall be made except with the sanction required by law.
|
|
(kk)
|
To cause and procure the registration or recognition of the Company in, or under the laws of, any country or place in the world, to obtain and cause the enacting of any law, enactment, ordinance or administrative or judicial order or otherwise in Israel or any other country or place in the world in order to enable the Company to attain its objects and to take all such steps as may be necessary for the grant to the Company of rights and privileges in any part of the world.
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(ll)
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To engage in investment, subscription for purchase, purchase (including purchase by exchange) and holding of shares, stock, debentures, debenture stock, obligations, bonds and any securities issued or prepared in Israel or abroad by any Company, whether established in Israel or abroad and whether it engages in business in Israel or not, and to do the same by preliminary subscription for purchase, participation in syndicates, offer, purchase, exchange or otherwise, to guarantee subscription for purchase as aforesaid, to utilize and pursue all rights and powers conferred by virtue of the ownership thereof or incidental thereto and to purchase or otherwise acquire any hold shares, debentures, obligations, bonds or securities of any other kind, issued in Israel or abroad.
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(mm)
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To acquire in any manner movables or all kinds of rights or concessions which the Company may deem beneficial or advantageous for the objects of its business or for any other object and to sell, charge, give on lease or otherwise transfer such property and rights.
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(nn)
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To do in Israel as well as in any country or place in the world all acts and things which the Company is entitled - by virtue of law or of this Memorandum of Association to do in Israel, and to do all or any of the above acts or things as may appear to the Company conductive, useful or incidental to the attainment of the objects set out in this Memorandum either as principal, agent, trustee, contractor or otherwise and either alone or in conjunction with others.
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(oo)
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In connection with the objects of the Company to enter into all contracts and agreements and to sign all deeds, documents and instruments.
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And it is hereby agreed that in this Memorandum of Association the following expressions shall have the following meanings:
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"Person" includes, save where this expression relates to this Company, any company, co-operative society, partnership, any other corporation, body politic or public or other juristic person or body of person whether incorporated or unincorporated.
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"To deal in" - "to carry on the business of" - "to engage in" - "to do" - "to act" - include to deal in and to do by way of promoting, founding, establishing, holding, carrying on, assisting, managing, developing, improving, advancing, producing, renewing, dealing in, quarrying, mining, pumping, producing, exploring, owning, taking on lease, giving on lease, hiring, letting, purchasing, selling, exchanging, participating, partitioning, encumbering, accepting encumbrances, accepting rights or benefits, granting rights or benefits, trading, supplying, marketing, carrying, importing, acting as commission agents and in any other way whatsoever.
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"Property" - includes immovables and movables, rights, interests and privileges of any kind whatsoever, choses in possession or in action, permits, licenses, leases and concessions whether in existence or future, goodwill and the right to use the same.
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AND it is hereby agreed and declared that, save where otherwise expressly provided, each of the objects and powers set out in each of the paragraphs of this Clause, expressly or impliedly, is an independent main object and shall in no ways be limited or restricted by reference to or inference from any of the other paragraphs of this Clause or the name of the Company.
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3.
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The liability of the members is limited.
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4.
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The share capital of the Company is 90,000,000 Ordinary Shares of no nominal value.
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1.
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G.L.E. Trust Services Ltd. – 99 Ordinary Shares
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2.
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G.L.E. Trust Assets Ltd. – 1 Ordinary Share
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"I _____________________ of __________________________________
|
|
being a member of ___________________________ hereby appoint
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|
________________________of _____________________________
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as my proxy to vote for me and on my behalf at the General Meeting of the Company to be held on the _____ day of ___________, 19__ and at any adjournment(s) thereof.
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Signed this ______ day of ____________, 19__.
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53.
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[Deleted]
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Name of Subsidiary
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Jurisdiction of Incorporation
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None
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N/A
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1.
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I have reviewed this annual report on Form 20-F of Tikcro Technologies Ltd.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
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4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the company and have:
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(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
|
Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
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5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
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By:
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/s/ Aviv Boim
|
|
Aviv Boim
Principal Executive Officer and
Principal Financial Officer
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By:
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/s/ Aviv Boim
|
|
Aviv Boim
Principal Executive Officer and
Principal Financial Officer
|
April 30, 2013
Tel-Aviv, Israel
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/s/ KOST, FORER GABBAY & KASIERER
KOST, FORER GABBAY & KASIERER
A Member of Ernst & Young Global
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