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
|
4
|
A.
|
Selected Financial Data
|
4
|
B.
|
Capitalization and Indebtedness
|
6
|
C.
|
Reasons for the Offer and Use of Proceeds
|
6
|
D.
|
Risk Factors
|
7
|
A.
|
History and Development of the Company
|
20
|
B.
|
Business Overview
|
20
|
C.
|
Organizational Structure
|
26
|
D.
|
Property, Plants and Equipment
|
26
|
A.
|
Operating Results
|
26
|
B.
|
Liquidity and Capital Resources
|
30
|
C.
|
Research and Development, Patents and Licenses
|
31
|
D.
|
Trend Information
|
31
|
E.
|
Off-balance Sheet Arrangements
|
31
|
F.
|
Tabular Disclosure of Contractual Obligations
|
32
|
A.
|
Directors and Senior Management
|
32
|
B.
|
Compensation
|
34
|
C.
|
Broad Practices
|
35
|
D.
|
Employees
|
41
|
E.
|
Share Ownership
|
41
|
A.
|
Major Shareholders
|
42
|
B.
|
Related Party Transactions
|
43
|
C.
|
Interests of Experts and Counsel
|
43
|
A.
|
Consolidated Statements and other Financial Information
|
43
|
B.
|
Significant Changes
|
43
|
A.
|
Offer and Listing Details
|
43
|
B.
|
Plan of Distribution
|
45
|
C.
|
Markets
|
45
|
D.
|
Selling Shareholders
|
45
|
E.
|
Dilution
|
45
|
F.
|
Expenses of the Issue
|
45
|
A.
|
Share Capital
|
46
|
B.
|
Memorandum and Articles of Association
|
46
|
C.
|
Material Contracts
|
52
|
D.
|
Exchange Controls
|
52
|
E.
|
Taxation
|
52
|
F.
|
Dividends and Paying Agents
|
62
|
G.
|
Statement by Experts
|
62
|
H.
|
Documents On Display
|
63
|
I.
|
Subsidiary Information
|
63
|
64
|
PART III | 66 |
ITEM 1.
|
Identity of Directors, Senior Management and Advisors
|
ITEM 2.
|
Offer Statistics and Expected Timetable
|
ITEM 3.
|
Key Information
|
Years Ended December 31,
|
||||||||||||||||||||
2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||||||
(in thousands, except share and per share data)
|
||||||||||||||||||||
Statement of Operations Data:
|
||||||||||||||||||||
Research and development
|
$ | 92 | $ | 40 | $ | 29 | $ | 89 | $ | 247 | ||||||||||
General and administrative expenses
|
541 | 401 | 542 | 348 | 609 | |||||||||||||||
Consulting services
|
(76 | ) | (41 | ) | - | - | - | |||||||||||||
Operating loss
|
$ | (557 | ) | $ | (400 | ) | $ | (571 | ) | $ | (437 | ) | $ | (856 | ) | |||||
Financial income (expenses), net
|
(2,303 | ) | (158 | ) | 579 | (240 | ) | (29 | ) | |||||||||||
Income (loss) before taxes
|
(2,860 | ) | (558 | ) | 8 | (677 | ) | (885 | ) | |||||||||||
Tax expenses
|
(54 | ) | 34 | - | - | - | ||||||||||||||
Net income (loss)
|
$ | (2,914 | ) | $ | (592 | ) | $ | 8 | $ | (677 | ) | $ | (885 | ) | ||||||
Basic net earnings (loss) per share
|
$ | (0.34 | ) | $ | (0.07 | ) | $ | (0.00 | ) | $ | (0.08 | ) | $ | (0.10 | ) | |||||
Diluted net earnings (loss) per share
|
$ | (0.34 | ) | $ | (0.07 | ) | $ | (0.00 | ) | $ | (0.08 | ) | $ | (0.10 | ) | |||||
Number of shares used in computing basic net earnings (loss) per share
|
8,562,402 | 8,649,048 | 8,747,776 | 8,832,385 | 8,839,965 | |||||||||||||||
Number of shares used in computing diluted net earnings (loss) per share
|
8,562,402 | 8,649,048 | 8,747,776 | 8,832,385 | 8,839,965 |
___________
|
December 31,
|
||||||||||||||||||||
2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Cash and cash equivalents, marketable securities and deposits
|
$ | 6,985 | $ | 9,234 | $ | 9,120 | $ | 8,722 | $ | 8,560 | ||||||||||
Investment in BioCancell - Short-term*
|
3,033 | 243 | 397 | 85 | 50 | |||||||||||||||
Working capital
|
9,881 | 9,337 | 9,403 | 8,648 | 8,507 | |||||||||||||||
Total assets
|
10,183 | 9,508 | 9,531 | 8,920 | 8,800 | |||||||||||||||
Shareholders' equity
|
9,881 | 9,337 | 9,403 | 8,736 | 8,574 |
__________________
|
* See Item 4 “Information on the Company” for more information on our investment in BioCancell.
|
|
·
|
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.
|
•
|
our company's releases regarding developments in our business;
|
•
|
industry developments, including business developments of competitors and FDA policy and drug evaluation announcements;
|
•
|
low trading volume of our ordinary shares;
|
•
|
political, economic or other developments affecting Israel;
|
•
|
global economic and other external factors; and
|
•
|
quarter-to-quarter fluctuations in our financial results.
|
ITEM 4.
|
Informa
ti
on on the Company
|
|
•
|
allow superior selectivity, binding and blocking qualities towards cancer immune modulators;
|
|
•
|
target difficult to design classes of antibodies of immune cancer pathways; and
|
|
•
|
bind exclusively as much as possible to immune modulators without interfering with suppressive modulators or other receptors or ligands.
|
ITEM 4A.
|
Unresolved Staff Comments
|
ITEM 5.
|
Operating and Financial Review and Prospects
|
Years Ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
(in thousands)
|
||||||||||||
Statement of Operations Data:
|
||||||||||||
Research and development
|
$ | 29 | $ | 89 | $ | 247 | ||||||
General and administrative expenses, net
|
542 | 348 | 609 | |||||||||
Operating loss
|
(571 | ) | (437 | ) | (856 | ) | ||||||
Financial income (expenses), net
|
579 | (240 | ) | (29 | ) | |||||||
Income (loss) before taxes
|
8 | (677 | ) | (885 | ) | |||||||
Net income (loss)
|
$ | 8 | $ | (677 | ) | $ | (885 | ) |
Years Ended
December 31,
|
Israeli Inflation
Rate
|
NIS-USD
Devaluation Rate
|
Israel Inflation
Adjusted for
Devaluation
|
|||
2011
|
2.2
|
7.6
|
(5.4)
|
|||
2012
|
1.5
|
(2.3)
|
3.8
|
|||
2013
|
1.8
|
(7.0)
|
8.8
|
|||
2014
|
(0.2)
|
12.0
|
(12.2)
|
|||
2015
|
(0.8)
|
0.3
|
(1.1)
|
Payments Due by Period
(U.S. dollars in thousands)
|
|||||||||||||||
Contractual Commitments as of December 31, 2015
|
Total
|
Less than
1 year
|
1-3 Years
|
3-5 Years
|
More than
5 Years
|
||||||||||
Sub-contracting research services
|
150 | 150 |
-
|
-
|
|||||||||||
Operating lease (*)
|
430 | 215 | 215 |
-
|
-
|
||||||||||
Total
|
580 | 365 |
215
|
-
|
-
|
||||||||||
_____________
|
(*)
|
The Company sub-leased a substantial portion of the lease area and as a result a significant portion of these amounts are due to the Company by the sub-lessees.
|
ITEM 6.
|
Directors, Senior Management and Employees
|
Name
|
Age
|
Position
|
Izhak Tamir
|
63
|
Chairman of the Board
|
Eric Paneth
|
65
|
Director
|
Liat Hadad
|
44
|
External Director
|
Rami Skaliter
|
58
|
External Director
|
Aviv Boim
|
48
|
Chief Executive Officer
|
Name and Position
|
Salary Cost
(1)
|
Director Fees
|
Bonus
|
Equity-Based
Compensation
(2)
|
Total
|
|||||||||||||||
Aviv Boim, CEO
|
146 | -- | 5 | (3) | 120 | 271 | ||||||||||||||
Izhak Tamir, Chairman
|
-- | 9 | -- | -- | 9 | |||||||||||||||
Eric Paneth, Director
|
-- | 18 | -- | -- | 18 | |||||||||||||||
Yiftach Atir, External Director
(4)
|
-- | 15 | -- | -- | 15 | |||||||||||||||
Liat Hadad, External Director
|
-- | 15 | -- | -- | 15 |
(1)
|
Salary cost includes Mr. Boim's gross salary plus customary payment of social benefits made by the Company on his behalf.
|
(2)
|
Represents the equity-based compensation expenses recorded in the Company's financial statements for the year ended December 31, 2015 based on the fair value of the applicable securities on the date of grant thereof, in accordance with accounting guidance for equity-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 7(b) to our consolidated financial statements included in our annual report on Form 20-F for the year ended December 31, 2015
.
|
(3)
|
Represents a carry fee bonus payable pursuant to Mr. Boim's employment agreement
.
|
(4)
|
The term of Mr. Yiftach's service expired on December 31, 2015 following three terms of appointment.
|
C.
|
Board Practices
|
|
•
|
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.
|
|
•
|
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.
|
|
•
|
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.
|
|
•
|
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 a
nd
Related Party Transactions
|
Identity of Person or Group
|
Amount Owned
|
Percent of Class
(1)
|
||||||
Aviv Boim
(2)
|
2,153,622 | 20.2 | % | |||||
Steven N. Bronson
(3)
|
1,500,094 | 15.2 | % | |||||
Eric Paneth
|
1,156,602 | 11.7 | % | |||||
Izhak Tamir
|
1,061,701 | 10.7 | % |
(1)
|
Based on 9,878,861 ordinary shares outstanding on March 31, 2015.
|
(2)
|
Includes 778,335 shares issuable upon the exercise of options that are vested as of March 31, 2015 or 60 days thereafter.
|
(3)
|
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.
|
ITEM 8.
|
Financial Information
|
ITEM 9.
|
The Offer and Listing
|
Calendar Year
|
Price Per Share
|
|||||||
High
|
Low
|
|||||||
2011
|
0.78 | 0.44 | ||||||
2012
|
0.55 | 0.42 | ||||||
2013
|
0.75 | 0.45 | ||||||
2014
|
0.74 | 0.47 | ||||||
2015
|
||||||||
Calendar Quarter
|
||||||||
2014
|
||||||||
First Quarter
|
0.61 | 0.51 | ||||||
Second Quarter
|
0.61 | 0.48 | ||||||
Third Quarter
|
0.55 | 0.50 | ||||||
Fourth Quarter
|
0.50 | 0.46 | ||||||
2015
|
||||||||
First Quarter
|
0.73 | 0.47 | ||||||
Second Quarter
|
0.73 | 0.50 | ||||||
Third Quarter
|
0.74 | 0.51 | ||||||
Fourth Quarter
|
0.67 |
0.47
|
||||||
2016
|
||||||||
First Quarter
|
0.54 | 0.37 | ||||||
Monthly
|
||||||||
October 2015
|
0.67 |
0.59
|
||||||
November 2015
|
0.62 | 0.58 | ||||||
December 2015
|
0.62 | 0.47 | ||||||
January 2016
|
0.54 | 0.41 | ||||||
February 2016
|
0.45 | 0.40 | ||||||
March 2016
|
0.40 | 0.37 | ||||||
April 2016 (through April 20, 2015)
|
0.50
|
0.37 |
ITEM 10.
|
Addition
al
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 oth
er
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
|
Year Ended December 31,
|
||||||||
2014
|
2015
|
|||||||
Audit Fees
|
$ | 29,500 | $ | 29,500 | ||||
Tax Fees
|
5,500 | 5,500 | ||||||
All Other Fees
|
-
|
-
|
||||||
Total
|
$ | 35,000 | $ | 35,000 |
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
|
ITEM 16H.
|
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 Index
|
Exhibit No.
|
Exhibit
|
|
1.1
|
Memorandum of Association, as amended (a)
|
|
1.2
|
Amended and Restated Articles of Association (a)
|
|
1.3
|
Amended and Restated Bonus Rights Agreement, dated as of April 30, 2015, between Tikcro Technologies Ltd. and American Stock Transfer & Trust Company, as Rights Agent (b)
|
|
4.1
|
Compensation Policy for Office Holders (c)
|
|
4.2
|
Tikcro 2003 Stock Option Plan, as amended (d)
|
|
4.3
|
Form of Share Purchase Agreement, dated as of December 23, 2015 (e)
|
|
8.1
|
List of Subsidiaries (d)
|
|
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 (e)
|
|
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 (e)
|
|
14.1 | Consent of Independent Registered Public Accounting Firm (e) | |
101.1
|
Interactive Data Files in XBRL format of the materials set forth in Exhibit 15.1 (f)
|
(a)
|
Incorporated by reference to Tikcro’s Annual Report on Form 20-F for the year ended December 31, 2012, filed with the Securities and Exchange Commission on April 30, 2013.
|
(b)
|
Incorporated by reference to Tikcro’s Report on Form 8-A/A filed with the Securities and Exchange Commission on April 30, 2015.
|
(c)
|
Incorporated by reference to Tikcro’s Report on Form 6-K filed with the Securities and Exchange Commission on November 21, 2013.
|
(d)
|
Incorporated by reference to Tikcro’s Annual Report on Form 20-F for the year ended December 31, 2014, filed with the Securities and Exchange Commission on April 30, 2015.
|
(e)
|
Included herewith.
|
(f)
|
In accordance with Rule 406T of Regulation S-T, the information in Exhibit 101.1 is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
|
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7 - F-18
|
|
Kost Forer Gabbay & Kasierer
3 Aminadav St.
Tel-Aviv 6706703, Israel
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Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
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Tel-Aviv, Israel
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/s/
KOST FORER GABBAY & KASIERER
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April 21, 2016
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A Member of Ernst & Young Global
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Year ended
December 31,
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||||||||||||
2013
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2014
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2015
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||||||||||
Operating costs and expenses:
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||||||||||||
Research and development
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$ | (29 | ) | $ | (89 | ) | $ | (247 | ) | |||
General and administrative expenses
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(542 | ) | (348 | ) | (609 | ) | ||||||
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||||||||||||
Operating loss
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(571 | ) | (437 | ) | (856 | ) | ||||||
Financial incomes (expenses), net (Note 10b)
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579 | (240 | ) | (29 | ) | |||||||
Income (loss) before taxes
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8 | (677 | ) | (885 | ) | |||||||
Net income (loss)
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$ | 8 | $ | (677 | ) | $ | (885 | ) | ||||
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||||||||||||
Net loss per share:
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||||||||||||
Basic and diluted net loss per share
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$ | 0.00 | $ | (0.08 | ) | $ | (0.10 | ) | ||||
Total comprehensive income (loss)
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$ | 8 | $ | (677 | ) | $ | (885 | ) | ||||
Weighted average number of shares used in computing basic and diluted loss per share
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8,747,776 | 8,832,385 | 8,839,965 |
Outstanding
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Additional
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Accumulated other
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Total
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|||||||||||||||||||||||||
Ordinary shares
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paid-in
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comprehensive
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Treasury
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Accumulated
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shareholders'
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|||||||||||||||||||||||
Number
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Amount
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capital
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income
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shares
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deficit
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Equity
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||||||||||||||||||||||
Balance at January 1, 2013
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8,898,861 | - | 146,653 | - | (1,065 | ) | (136,251 | ) | 9,337 | |||||||||||||||||||
Stock based compensation
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- | - | 58 | - | - | - | 58 | |||||||||||||||||||||
Net income
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- | - | - | - | - | 8 | 8 | |||||||||||||||||||||
Balance at December 31, 2013
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8,898,861 | - | 146,711 | - | (1,065 | ) | (136,243 | ) | 9,403 | |||||||||||||||||||
Stock based compensation
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- | 10 | - | - | 10 | |||||||||||||||||||||||
Net loss
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- | - | - | (677 | ) | (677 | ) | |||||||||||||||||||||
Balance at December 31, 2014
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8,898,861 | - | $ | 146,721 | - | $ | (1,065 | ) | $ | (136,920 | ) | |||||||||||||||||
Issuance of share capital
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980,000 | - | 603 | - | - | - | 603 | |||||||||||||||||||||
Stock based compensation
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- | - | 120 | - | - | - | 120 | |||||||||||||||||||||
Net loss
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- | - | - | - | - | (885 | ) | (885 | ) | |||||||||||||||||||
Balance at December 31, 2015
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9,878,861 | -- | $ | 147,444 | - | $ | (1,065 | ) | $ | (137,805 | ) | $ | 8,574 |
Year ended
December 31,
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2013
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2014
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2015
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Cash flows from operating activities
:
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||||||||||||
Net income (loss)
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$ | 8 | $ | (677 | ) | $ | (885 | ) | ||||
Adjustments required to reconcile net loss to net cash (used in) provided by operating activities:
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||||||||||||
Depreciation of property and equipment
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- | 10 | 46 | |||||||||
Stock based compensation
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58 | 10 | 120 | |||||||||
Decrease (increase) in other current assets
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17 | (11 | ) | (98 | ) | |||||||
Increase (decrease) in current liabilities
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(43 | ) | 56 | 42 | ||||||||
Decrease (increase) in fair value of investment in BioCancell and gain/loss on sale of BioCancell securities
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(574 | ) | 245 | 35 | ||||||||
Net cash used in operating activities
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(534 | ) | (367 | ) | (740 | ) | ||||||
Cash flows from investing activities
:
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||||||||||||
Proceeds from sale of BioCancell securities
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420 | 67 | - | |||||||||
Purchase of property and equipment
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- | (98 | ) | (25 | ) | |||||||
Net cash provided by (used for) investing activities
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420 | (31 | ) | (25 | ) | |||||||
Cash flows from finance activities:
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||||||||||||
Issuance of share capital
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- | - | 603 | |||||||||
- | - | 603 | ||||||||||
Net cash provided by finance activities
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||||||||||||
Decrease in cash and cash equivalents
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(114 | ) | (398 | ) | (162 | ) | ||||||
Cash and cash equivalents at the beginning of the year
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9,234 | 9,120 | 8,722 | |||||||||
Cash and cash equivalents at the end of the year
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$ | 9,120 | $ | 8,722 | $ | 8,560 |
NOTE 1:-
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GENERAL
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a.
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Basis of presentation:
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b.
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Use of estimates:
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c.
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Financial statements in U.S. dollars:
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d.
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Cash equivalents:
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e.
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Investment:
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f.
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Property and equipment:
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated according to the estimated useful lives of the assets. The Company's Property and equipment includes laboratory equipment. The estimated useful life of the assets is 3 years of which the first year has increased benefit.
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g.
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Research and development expenses:
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h.
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Income taxes:
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i.
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Accounting for stock-based compensation:
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Year Ended December 31,
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||||
2015
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Dividend yield
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0 | % | ||
Expected volatility
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53.1 | % | ||
Risk-free interest
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1.6 | % | ||
Expected life
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5.83 years
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Early exercise multiple
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4.0 | % |
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j.
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Fair value of financial instruments:
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k.
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Basic and diluted net earnings (loss) per share:
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l.
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Concentrations of credit risks:
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m.
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Treasury shares:
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n.
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Recent Accounting Pronouncements
:
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NOTE 3:-
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FAIR VALUE MEASUREMENTS
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As of December 31, 2015
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||||||||||||||||
Fair value measurements using input type
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||||||||||||||||
Level 1
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Level 2
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Level 3
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Total
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Investment in BioCancell
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$ | 50 | $ | - | $ | - | $ | 50 |
As of December 31, 2015 | ||||||||||||||||
Fair value measurements using input type
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||||||||||||||||
Level 1
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Level 2
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Level 3
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Total
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Investment in BioCancell
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$ | 85 | $ | - | $ | - | $ | 85 |
NOTE 4:-
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INVESTMENT IN BIOCANCELL
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December 31,
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2014
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2015
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Investment in BioCancell
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$ | 85 | $ | 50 |
NOTE 4:-
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INVESTMENT IN BIOCANCELL (Cont.)
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December 31,
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2014
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2015
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Cost:
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Laboratory equipment
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$ | 98 | $ | 123 | ||||
Accumulated depreciation:
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Laboratory equipment
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$ | 10 | $ | 56 | ||||
Depreciated cost
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$ | 88 | $ | 67 |
NOTE 6:-
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COMMITMENTS AND CONTINGENT LIABILITIES
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a.
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Directors and officers indemnification agreements:
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b.
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Litigation:
The Company is currently not party to any legal proceedings.
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NOTE 6:-
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COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
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c.
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Research and development agreements:
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d.
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Lease agreements
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NOTE 7:-
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SHAREHOLDERS' EQUITY
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a.
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Ordinary shares:
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b.
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Stock option plans:
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1.
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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.
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2.
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No options were granted or exercised during 2013 through 2014. In 2015 2,290,667 options were granted. In 2013, 66,667 options were forfeited. As of December 31, 2015, an aggregate of 1,891,356 Ordinary shares of the Company were reserved for issuance under the plan.
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3.
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Options granted generally become fully exercisable after two 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.
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Amount
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Weighted
average
exercise
price
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Weighted average
remaining contractual life
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Aggregate intrinsic value *)
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Options outstanding at beginning of year
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66,667 | $ | 0.97 | 1.6 | $ | - | ||||||||||
Granted
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2,290,667 | $ | 1.01 | 8.5 | $ | - | ||||||||||
Forfeited
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- | - | - | - | ||||||||||||
Options outstanding at end of year
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2,357,334 | $ | 1.01 | 8.3 | - | |||||||||||
Vested and expected to vest at end of year
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2,273,934 | $ | 1.01 | 8.3 | $ | - | ||||||||||
Options exercisable at end of year
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689,334 | $ | 1.01 | 7.2 | $ | - |
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*)
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All options were out of the money as of December 31, 2015 and 2014 and their intrinsic value was considered as zero.
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4.
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The following table summarizes information relating to restricted shares, as well as changes to such awards during 2013, 2014 and 2015:
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Year ended
December 31,
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2013
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2014
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2015
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Outstanding at beginning of year
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131,459 | 19,579 | - | |||||||||
Granted
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- | - | - | |||||||||
Vested
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(111,880 | ) | (19,579 | ) | - | |||||||
Outstanding as of December 31,
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19,579 | - | - |
NOTE 7:-
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SHAREHOLDERS' EQUITY (Cont.)
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c.
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Shareholder bonus rights plan:
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d.
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Share issuance:
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NOTE 8:-
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TAXES ON INCOME
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a.
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Tax rates:
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NOTE 8:-
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TAXES ON INCOME (Cont.)
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b.
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Significant components of the Company's deferred tax assets and liabilities are as follows:
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December 31,
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||||||||
2014
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2015
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Deferred tax assets:
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Net operating loss and capital loss carry forward
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$ | 40,520 | $ | 36,109 | ||||
Valuation allowance
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(40,520 | ) | (36,109 | ) | ||||
Net deferred tax asset
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- | - |
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c.
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Net operating losses carry-forward:
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d.
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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.
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e.
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Tax reports filed by the Company in Israel through the year ended December 31, 2010 are considered final.
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f.
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As of December 31, 2013, 2014 and 2015, the Company did not have any unrecognized tax benefits or uncertain tax positions.
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NOTE 9:-
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RELATED PARTY TRANSACTIONS
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A private placement for a total of 980,000 ordinary shares was completed on December 31, 2015. Our Company's Chief Executive Officer participated in this placement and purchased 490,000 ordinary shares for an aggregate purchase price of $ 301. See also note 7d.
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NOTE 10:-
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SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION
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a.
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Current liabilities:
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December 31,
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||||||||
2014
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2015
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Director fees
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$ | 11 | $ | 25 | ||||
Trade payables
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29 | 41 | ||||||
Accrued expenses and other
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144 | 160 | ||||||
$ | 184 | $ | 226 |
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b.
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Financial expenses, net
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Year ended
December 31,
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||||||||||||
2013
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2014
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2015
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||||||||||
Financial expenses:
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||||||||||||
Loss from change in fair value of investment in BioCancell and sale of BioCancell shares
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$ | - | $ | (245 | ) | $ | (36 | ) | ||||
Other
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- | (7 | ) | (2 | ) | |||||||
- | $ | (252 | ) | $ | (38 | ) | ||||||
Financial income:
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||||||||||||
Income from change in fair value of investment in BioCancell and sale of BioCancell shares
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574 | - | - | |||||||||
Other
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5 | 12 | 9 | |||||||||
579 | 12 | 9 | ||||||||||
$ | 579 | $ | (240 | ) | $ | (29 | ) |
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TIKCRO TECHNOLOGIES LTD.
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By:
Izhak Tamir
Name: Izhak Tamir
Title: Chairman
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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.
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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.
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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)
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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)
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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)
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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.
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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):
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(a)
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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
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(b)
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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
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|||
Principal Executive Officer and
Principal Financial Officer
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By:
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/s/ Aviv Boim | ||
Aviv Boim
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|||
Principal Executive Officer and
Principal Financial Officer
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April 21, 2016
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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