Delaware
|
98-0376008
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
Hi-Tech Park 2/4 Givat Ram
PO Box 39098
Jerusalem, Israel
|
91390
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
|
Smaller reporting company
☒
|
1
|
|
1
|
|
3
|
|
10
|
|
10
|
|
10
|
|
10 | |
11
|
Page
|
|
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6-15
|
Six months ended
|
Three months ended
|
|||||||||||||||
February 28,
|
February 29,
|
February 28,
|
February 29,
|
|||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
REVENUES
|
$
|
(1,221
|
)
|
$
|
(125
|
)
|
$
|
(611
|
)
|
$
|
(125
|
)
|
||||
COST OF REVENUES
|
187
|
4
|
-
|
4
|
||||||||||||
RESEARCH AND DEVELOPMENT EXPENSES
|
5,478
|
3,204
|
3,125
|
1,303
|
||||||||||||
GENERAL AND ADMINISTRATIVE EXPENSES
|
1,319
|
1,278
|
851
|
730
|
||||||||||||
OPERATING LOSS
|
5,763
|
4,361
|
3,365
|
1,912
|
||||||||||||
FINANCIAL INCOME
|
(389
|
)
|
(193
|
)
|
(203
|
)
|
(128
|
)
|
||||||||
FINANCIAL EXPENSES
|
45
|
40
|
21
|
34
|
||||||||||||
LOSS BEFORE TAXES ON INCOME
|
5,419
|
4,208
|
3,183
|
1,818
|
||||||||||||
TAXES ON INCOME
|
400
|
-
|
-
|
-
|
||||||||||||
NET LOSS FOR THE PERIOD
|
5,819
|
4,208
|
3,183
|
1,818
|
||||||||||||
UNREALIZED LOSS (GAIN) ON AVAILABLE FOR SALE SECURITIES
|
(105
|
)
|
328
|
(168
|
)
|
(78
|
)
|
|||||||||
TOTAL OTHER COMPREHENSIVE LOSS (INCOME)
|
(105
|
)
|
328
|
(168
|
)
|
(78
|
)
|
|||||||||
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD
|
$
|
5,714
|
$
|
4,536
|
$
|
3,015
|
$
|
1,740
|
||||||||
LOSS PER SHARE OF COMMON STOCK
:
|
||||||||||||||||
BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK
|
$
|
0.44
|
$
|
0.35
|
$
|
0.24
|
$
|
0.14
|
||||||||
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK
|
13,242,676
|
12,112,771
|
13,279,788
|
12,652,733
|
Accumulated
|
||||||||||||||||||||||||
Additional
|
other
|
Total
|
||||||||||||||||||||||
Common Stock
|
paid-in
|
comprehensive
|
Accumulated
|
stockholders'
|
||||||||||||||||||||
Shares
|
$
|
capital
|
income
|
loss
|
equity
|
|||||||||||||||||||
In thousands
|
||||||||||||||||||||||||
BALANCE AS OF AUGUST 31, 2016
|
13,183
|
$
|
157
|
$
|
71,943
|
$
|
106
|
$
|
(46,016
|
)
|
$
|
26,190
|
||||||||||||
CHANGES DURING THE SIX-MONTH PERIOD ENDED FEBRUARY 28, 2017:
|
||||||||||||||||||||||||
SHARES ISSUED FOR SERVICES
|
5
|
*
|
32
|
-
|
-
|
32
|
||||||||||||||||||
EXERCISE OF OPTIONS
|
64
|
1
|
319
|
-
|
-
|
320
|
||||||||||||||||||
STOCK-BASED COMPENSATION
|
40
|
1
|
493
|
-
|
-
|
494
|
||||||||||||||||||
NET LOSS
|
-
|
-
|
-
|
-
|
(5,819
|
)
|
(5,819
|
)
|
||||||||||||||||
OTHER COMPREHENSIVE INCOME
|
-
|
-
|
-
|
105
|
-
|
105
|
||||||||||||||||||
BALANCE AS OF FEBRUARY 28, 2017
|
13,292
|
$
|
159
|
$
|
72,787
|
$
|
211
|
$
|
(51,835
|
)
|
$
|
21,322
|
* |
Represents an amount of less than $1
.
|
Six months ended
|
||||||||
February 28,
2017
|
February 29,
2016
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(5,819
|
)
|
$
|
(4,208
|
)
|
||
Adjustments required to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||
Depreciation
|
2
|
2
|
||||||
Exchange differences and interest on deposits and held to maturity bonds
|
(57
|
)
|
(101
|
)
|
||||
Stock-based compensation
|
494
|
485
|
||||||
Shares issued for services
|
32
|
48
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other current assets
|
47
|
(290
|
)
|
|||||
Accounts payable, accrued expenses and related parties
|
1,025
|
(119
|
)
|
|||||
Deferred revenues
|
2,755
|
4,258
|
||||||
Liability for employee rights upon retirement
|
3
|
2
|
||||||
Other liabilities
|
91
|
-
|
||||||
Total net cash provided by (used in) operating activities
|
(1,427
|
)
|
77
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(2
|
)
|
(2
|
)
|
||||
Purchase of short-term deposits
|
(1,500
|
)
|
(5,885
|
)
|
||||
Purchase of long-term deposits
|
(9,000
|
)
|
(7,500
|
)
|
||||
Purchase of held to maturity securities
|
(2,090
|
)
|
(1,775
|
)
|
||||
Proceeds from sale of short-term deposits
|
10,344
|
2,620
|
||||||
Proceeds from maturity of held to maturity securities
|
900
|
600
|
||||||
Funds in respect of employee rights upon retirement
|
(1
|
)
|
-
|
|||||
Total net cash used in investing activities
|
(1,349
|
)
|
(11,942
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from issuance of common stock and vested restricted stock units net of issuance expenses
|
-
|
10,594
|
||||||
Proceeds from exercise of warrants
and options
|
320
|
1,286
|
||||||
Total net cash provided by financing activities
|
320
|
11,880
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
1
|
2
|
||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(2,455
|
)
|
17
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
3,907
|
3,213
|
||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
1,452
|
$
|
3,230
|
||||
SUPPLEMENTARY DISCLOSURE ON CASH
FLOWS -
|
||||||||
Interest received
|
$
|
288
|
$
|
82
|
a. |
General:
|
1) |
Incorporation and operations
|
2) |
Development and liquidity risks
|
b. |
Loss per common share
|
c. |
Condensed Consolidated Financial Statements Preparation
|
d. |
Newly issued and recently adopted Accounting Pronouncements
|
a. |
In March 2011, the Subsidiary sold shares of its investee company, Entera Bio Ltd. (“Entera”) to D.N.A Biomedical Solutions Ltd. (“D.N.A”), retaining a 3% interest as of March 2011, which is accounted for as a cost method investment (amounting to $1). In consideration for the shares sold to D.N.A, the Company received, among other payments, 4,202,334 ordinary shares of D.N.A (see also note 4).
|
b. |
On January 3, 2017, the Subsidiary entered into a lease agreement for its office facilities in Israel. The lease agreement is for a period of 60 months commencing October 1, 2016.
|
c. |
On March 3, 2016, the Subsidiary entered into an agreement for process development and production of its capsules and on November 24, 2016 into an amendment to such agreement with a vendor in an amount of up to Swiss Franc (“CHF”) 790,000 ($786), CHF 200,000 ($199) of which was recognized through February 28, 2017.
|
d. |
On May 11, 2016, the Subsidiary entered into a Master Service Agreement with a vendor to retain its services for a pre-clinical toxicology trial for an oral GLP-1 analog capsule for type 2 diabetes patients. As consideration for its services, the Subsidiary will pay the vendor a total amount of $1,200 during the term of the engagement and based on achievement of certain milestones, of which $898 was recognized through February 28, 2017.
|
e. |
On May 31, 2016, the Company entered into a consulting agreement with a third party advisor for a period of one year, pursuant to which such advisor will provide investor relations services and will be entitled to receive a monthly cash fee and 10,000 shares of the Company’s common stock that will be issued in four equal quarterly installments commencing August 1, 2016. As of February 28, 2017, the Company had issued to such advisor 7,500 shares. The fair value of the shares at the grant date was $53.
|
f.
|
On June 13, 2016, the Subsidiary entered into a four-year service agreement with a third party and on December 19, 2016, this agreement and all of the third party rights and obligations thereunder were assigned to another third party. This agreement is part of the requirements of the License Agreement as described in note 1 and will support the Company's research and development. The Subsidiary is obligated to pay the third party a total amount of up to €2,360,000 ($2,516), out of which €800,000 ($862) is a non-refundable fee to be paid within 12 months from the effective date, €550,000 ($597) of which was recognized in research and development through February 28, 2017. The remaining fee will be paid over the term of the engagement and will be based on achievement of certain milestones.
|
g. |
On March 3, 2014, the Subsidiary entered into a Master Service Agreement with a vendor for the process development and production of one of its oral capsule ingredients in the amount of $311, $40 of which was recognized through February 28, 2017, and bonus payments of up to $600 that will be paid upon achieving certain milestones, as described in the agreement, none of which was recognized through February 28, 2017.
|
h. |
On September 21, 2016, the Subsidiary entered into a Clinical Research Organization Service Agreement with a third party to retain it as a Clinical Research Organization (“CRO”) for its Phase 2a dose finding clini
cal trial for an oral insul
in capsule for type 2 diabetes patients, which began in the fourth quarter of calendar year 2016. As consideration for its services, the Subsidiary will pay the CRO a total amount of approximately $819 during the term of the engagement and based on achievement of certain milestones, $793 of which was recognized through February 28, 2017.
|
i. | On February 21, 2017, the Subsidiary entered into an agreement with a vendor to retain its services for a pre-clinical toxicology trial for an oral insulin capsule for type 2 and type 1 diabetes patients. As consideration for its services, the Subsidiary will pay the vendor a total of up to $952 during the term of the engagement and based on achievement of certain milestones, of which $191 was recognized through February 28, 2017. |
j. | Grants from the Bio-Jerusalem Fund (“Bio-Jerusalem”) |
k. | Grants from the IIA |
Level 1: |
Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
|
Level 2: |
Observable prices that are based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
|
Level 3: |
Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
|
a. |
Composition:
|
February 28,
2017
|
August 31,
2016
|
|||||||
Short-term
:
|
||||||||
D.N.A (see b below)
|
$
|
806
|
$
|
701
|
||||
Held to maturity bonds (see c below)
|
2,801
|
2,154
|
||||||
$
|
3,607
|
$
|
2,855
|
|||||
Long-term
:
|
||||||||
Held to maturity bonds (see c below)
|
$
|
1,023
|
$
|
530
|
b. |
D.N.A
|
c. |
Held to maturity bonds
|
February 28, 2017
|
||||||||||||
Amortized
cost
|
Gross
unrealized
gains
|
Estimated
fair
value
|
||||||||||
Short-term:
|
||||||||||||
Commercial bonds
|
$
|
2,753
|
$
|
1
|
$
|
2,754
|
||||||
Accrued interest
|
48
|
-
|
48
|
|||||||||
Long-term
|
1,023
|
-
|
1,023
|
|||||||||
$
|
3,824
|
$
|
1
|
$
|
3,825
|
August 31, 2016
|
||||||||||||
Amortized
cost
|
Gross
unrealized
gains
|
Estimated
fair
value
|
||||||||||
Short-term:
|
||||||||||||
Commercial bonds
|
$
|
2,118
|
$
|
-
|
$
|
2,118
|
||||||
Accrued interest
|
36
|
-
|
36
|
|||||||||
Long-term
|
530
|
1
|
531
|
|||||||||
$
|
2,684
|
$
|
1
|
$
|
2,685
|
● |
the expected development and potential benefits from our products in treating diabetes;
|
● |
future milestones, conditions and royalties under the license agreement with Hefei Tianhui Incubation of Technologies Co. Ltd., or HTIT;
|
● |
our research and development plans, including pre-clinical and clinical trials plans, the timing of conclusion of trials and trials' results;
|
● |
our expectation that in the upcoming years our research and development expenses, net, will continue to be our major expenditure;
|
● |
our expectations regarding our short- and long-term capital requirements;
|
● |
our outlook for the coming months and future periods, including but not limited to our expectations regarding future revenue and expenses; and
|
● |
information with respect to any other plans and strategies for our business.
|
Phase I
|
Phase II
|
Phase III
|
Timeline
|
||
ORMD-0801
oral insulin
|
Type 2 diabetes
|
Q1 '14: Phase IIa completed
Q2 '16: Phase IIb multi-center study completed
Q1 '17: Phase IIa - dose finding study completed
|
|||
Type 1 diabetes
|
Q3 '14: Phase IIa study completed
|
||||
ORMD-0901
oral GLP-1
|
Type 2 diabetes
|
Q2 '16: Phase Ib ex-US study completed
Q1 '17: Toxicology study completed
Q3 '17: Clinical study projected initiation
|
Six months ended
|
Three months ended
|
|||||||||||||||
February 28,
2017
|
February 29,
2016
|
February 28,
2017
|
February 29,
2016
|
|||||||||||||
Revenues
|
$
|
(1,221
|
)
|
$
|
(125
|
)
|
$
|
(611
|
)
|
$
|
(125
|
)
|
||||
Cost of revenues
|
187
|
4
|
-
|
4
|
||||||||||||
Research and development expenses
|
5,478
|
3,204
|
3,125
|
1,303
|
||||||||||||
General and administrative expenses
|
1,319
|
1,278
|
851
|
730
|
||||||||||||
Financial income, net
|
(344
|
)
|
(153
|
)
|
(182
|
)
|
(94
|
)
|
||||||||
Taxes on income
|
400
|
-
|
-
|
|||||||||||||
Net loss for the period
|
$
|
5,819
|
$
|
4,208
|
$
|
3,183
|
$
|
1,818
|
||||||||
Loss per common share - basic and diluted
|
$
|
(0.44
|
)
|
$
|
(0.35
|
)
|
$
|
(0.24
|
)
|
$
|
(0.14
|
)
|
||||
Weighted average common shares outstanding
|
13,242,676
|
12,112,771
|
13,279,788
|
12,652,733
|
Number
|
Exhibit
|
|
10.1*
|
Representative Form of Indemnification Agreement between Oramed Pharmaceuticals Inc. and each of its directors and officers.
|
|
10.2
|
Consulting Agreement, dated March 20, 2017, between Oramed Ltd. and Ronald Law (incorporated by reference from our current report on Form 8-K filed March 21, 2017)
.
|
|
10.3* | Amendment No. 1 to At-The-Market Issuance Sales Agreement, dated April 5, 2017, among FBR Capital Markets & Co., MLV & Co. LLC and Oramed Pharmaceuticals Inc. | |
31.1*
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
|
|
31.2*
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
|
|
32.1**
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
|
|
32.2**
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
|
|
101.1*
|
The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2017, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Comprehensive Loss, (iii) Condensed Consolidated Statements of Changes in Stockholders' Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
ORAMED PHARMACEUTICALS INC.
|
|||
Date: April 5, 2017
|
By:
|
/s/ Nadav Kidron
|
|
Nadav Kidron
|
|||
President and Chief Executive Officer
|
|||
Date: April 5, 2017
|
By:
|
/s/ Yifat Zommer
|
|
Yifat Zommer
|
|||
Chief Financial Officer
|
|||
(principal financial and accounting officer)
|
COMPANY
|
|
ORAMED PHARMACEUTICALS INC.
|
|
By:
/s/ Nadav Kidron
|
|
Name: Nadav Kidron
|
|
Title: Chief Executive Officer
|
|
INDEMNITEE
|
|
/s/ Kevin Rakin
|
|
Name: Kevin Rakin
|
|
Address: 36 Church Lane, Westport, CT 06880, USA
|
Name of Signatory
|
|
Date
|
Nadav Kidron
|
|
March 26, 2017
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
Miriam Kidron
|
|
March 26, 2017
|
Chief Medical and Technology Officer and Director
|
|
|
|
|
|
Yifat Zommer
|
March 26, 2017
|
|
Chief Financial Officer
|
||
Joshua Hexter
|
March 26, 2017
|
|
Chief Operating Officer and VP Business Development
|
||
Ronald Law
|
March 20, 2017
|
|
Chief Strategy Officer
|
||
Aviad Friedman
|
|
March 26, 2017
|
Director
|
|
|
|
|
|
Xiaopeng Li
|
|
March 26, 2017
|
Director
|
|
|
|
|
|
Leonard Sank
|
January 26, 2017
|
|
Director
|
|
|
|
|
|
David Slager
|
January 19, 2017
|
|
Director
|
1. |
All references to “MLV & Co. LLC” set forth in the Original Agreement are revised to read “FBR Capital Markets & Co.” All references to “MLV” shall be replaced with “FBR.”
|
2. |
The second paragraph of Section 1 of the Original Agreement is hereby amended to replace:
|
3. |
All references to “April 2, 2015” set forth in Schedule I and Exhibit 7(l) of the Original Agreement are revised to read “April 2, 2015 (as amended by Amendment No. 1 to At-the-Market Issuance Sales Agreement, dated April 5, 2017)”.
|
4. |
Section 14 of the Original Agreement is hereby amended to replace,
|
Attention: |
General Counsel
|
Telephone: |
(212) 542-5880
|
Email: |
mlvlegal@mlvco.com
|
Attention: |
James T. Seery
|
Telephone: |
(973) 491-3315
|
Email: |
james.seery@leclairryan.com”
|
Attention: |
Legal Department
|
Email: |
atmadmin@fbr.com
|
Attention: |
James T. Seery
|
Email: |
JTSeery@duanemorris.com”
|
5. |
Schedule 3 is hereby amended to replace,
|
Randy Billhardt
|
rbillhardt@mlvco.com
|
Ryan Loforte
|
rloforte@mlvco.com
|
Patrice McNicoll
|
pmcnicoll@mlvco.com
|
Miranda Toledano
|
mtoledano@mlvco.com
|
Patrice McNicoll
|
pmcnicoll@fbr.com
|
Matthew Feinberg
|
mfeinberg@fbr.com
|
Ryan Loforte
|
rloforte@fbr.com
|
6. |
Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.
|
7. |
Entire Agreement; Amendment; Severability
. This Amendment No. 1 to Sales Agreement together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant hereto and thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment No. 1;
provided, however
, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement, and the reference to “time of execution of this Agreement” set forth in Section 13(a) shall continue to refer to the time of execution of the Original Agreement.
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8. |
Applicable Law; Consent to Jurisdiction
. This amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
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9. |
Waiver of Jury Trial
. The Company, MLV and FBR each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this amendment or any transaction contemplated hereby.
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10. |
Counterparts
. This amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission.
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Very truly yours,
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ORAMED PHARMACEUTICALS INC.
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By:
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/s/ Nadav Kidron
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Name:
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Nadav Kidron
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Title:
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Chief Executive Officer
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MLV & CO. LLC
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By:
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/s/ Patrice McNicoll
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Name:
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Patrice McNicoll
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Title:
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Chief Executive Officer
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FBR CAPITAL MARKETS & CO.
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By:
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/s/ Patrice McNicoll
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Name:
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Patrice McNicoll
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Title:
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Co-Head of Capital Markets
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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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly 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 registrant's disclosure controls and procedures and presented in this report our 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter
(the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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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 registrant's ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated:
April 5
, 2017
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/s/ Nadav Kidron
|
|
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Nadav Kidron
President and Chief Executive Officer
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly 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 registrant's disclosure controls and procedures and presented in this report our 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
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 registrant'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 registrant's internal control over financial reporting.
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Dated:
April 5
, 2017
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/s/ Yifat Zommer
|
|
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Yifat Zommer
Chief Financial Officer
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
April 5
, 2017
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/s/ Nadav Kidron
|
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Nadav Kidron, President and Chief Executive Officer
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
April 5
, 2017
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/s/ Yifat Zommer
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|
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Yifat Zommer, Chief Financial Officer
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