TIDMMEDG TIDMMEDU
RNS Number : 3608E
Medgenics Inc
09 May 2013
Press Release 9 May 2013
Medgenics Reports First Quarter 2013 Financial Results
Medgenics, Inc. (NYSE MKT: MDGN and AIM: MEDU, MEDG) (the
"Company"), the developer of a novel platform technology for the
sustained production and delivery of therapeutic proteins in
patients using their own tissue, today reported financial results
for the three months ended March 31, 2013 and the filing with the
U.S. Securities and Exchange Commission ("SEC") of the Company's
Quarterly Report on Form 10-Q. The Form 10-Q includes unaudited
interim consolidated financial statements containing the
information presented below, as well as additional information
regarding the Company. The Form 10-Q is available at www.sec.gov
and at www.medgenics.com.
Highlights of the First Quarter and recent weeks:
-- Raised gross proceeds of approximately $32 million in a
public offering of common stock and warrants
-- Appointed Joseph J. Grano, Jr., former Chairman and CEO of
UBS Financial Services, to the Company's Board of Directors
-- Received a Notice of Allowance from the U.S. Patent Office
for claims that expand the patent protection for the Company's
Biopumpäplatform technology for additional therapeutic proteins
-- Reported interim results from the Company's ongoing Phase IIa
study of EPODUREäto treat anemia in dialysis patients
Management Commentary
"During the first quarter we achieved important milestones that
strengthened our position in key areas and advanced our strategic
and clinical goals," stated Andrew L. Pearlman, Ph.D., President
and Chief Executive Officer of Medgenics. "We raised gross proceeds
of approximately $32 million to strengthen our financial
foundation, reported interim clinical results from our Phase IIa
anemia trial in patients with end-stage renal disease, fortified
our intellectual property and enhanced our Board of Directors with
the appointment of Joseph J. Grano, Jr.
"We look forward to advancing our clinical studies in both
Israel and the U.S. and to achieving a number of value-creating
milestones throughout the remainder of 2013," concluded Dr.
Pearlman.
First Quarter Financial Results
Gross research and development ("R&D") expense for the first
quarter of 2013 increased to $2.03 million from $1.59 million for
same period in 2012 due to an increase in R&D personnel. Net
R&D expense for the 2013 first quarter was $2.03 million
compared with net R&D expense of $0.57 million for the prior
year's first quarter, when grants of $1.02 million were received
from the Israel Office of the Chief Scientist.
General and administrative expense for the first quarter of 2013
was $2.55 million compared with $1.36 million for the first quarter
of 2012, primarily due to increased stock-based compensation
granted to directors and consultants.
Financial income for the first quarter of 2013 increased to
$0.92 million from $0.02 million for the same period in 2012,
mainly as a result of changes in valuation of the warrant
liability.
For the quarter ended March 31, 2013, the Company reported a net
loss of $3.68 million or $0.29 diluted loss per share, compared
with a net loss of $2.71 million or $0.28 per share in the
comparable 2012 period.
As of March 31, 2013, Medgenics had cash and cash equivalents of
$32.46 million, compared with $6.43 million as of December 31,
2012. For the three months ended March 31, 2013, the Company used
$2.80 million in net cash to fund operating activities, compared
with $2.36 million for the three months ended March 31, 2012.
About Medgenics
Medgenics is developing and commercializing Biopump(TM), a
proprietary tissue-based platform technology for the sustained
production and delivery of therapeutic proteins using the patient's
own tissue for the treatment of a range of chronic diseases
including anemia, hepatitis and hemophilia, among others.
Forward-looking Statements
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, Section 21E
of the Securities Exchange Act of 1934 and as that term is defined
in the Private Securities Litigation Reform Act of 1995, which
include all statements other than statements of historical fact,
including (without limitation) those regarding the Company's
financial position, its development and business strategy, its
product candidates and the plans and objectives of management for
future operations. The Company intends that such forward-looking
statements be subject to the safe harbors created by such laws.
Forward-looking statements are sometimes identified by their use of
the terms and phrases such as "estimate," "project," "intend, "
"forecast," "anticipate," "plan," "planning, "expect," "believe,"
"will," "will likely," "should," "could," "would," "may" or the
negative of such terms and other comparable terminology. All such
forward-looking statements are based on current expectations and
are subject to risks and uncertainties. Should any of these risks
or uncertainties materialize, or should any of the Company's
assumptions prove incorrect, actual results may differ materially
from those included within these forward-looking statements.
Accordingly, no undue reliance should be placed on these
forward-looking statements, which speak only as of the date made.
The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based.
As a result of these factors, the events described in the
forward-looking statements contained in this release may not
occur.
For further information, contact:
Medgenics, Inc. Phone: +972 4 902 8900
Dr. Andrew L. Pearlman
Andrew.pearlman@medgenics.com
LHA Phone: +1 212-838-3777
Anne Marie Fields
afields@lhai.com
Abchurch Communications Phone: +44 207 398 7719
Adam Michael
Joanne Shears
Jamie Hooper
Jamie.hooper@abchurch-group.com
Nomura Code Securities (NOMAD & Joint Phone: +44 207 776 1200
Broker)
Jonathan Senior
Giles Balleny
SVS Securities plc (Joint Broker) Phone: +44 207 638 5600
Alex Brearley
-Tables to follow-
MEDGENICS, INC. AND ITS SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
---------------------------------------------------------------------------------
U.S. dollars in thousands
December
March 31, 31,
2013 2012
---------- ---------
Unaudited
----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 32,463 $ 6,431
Accounts receivable and prepaid expenses 572 539
---------- ---------
Total current assets 33,035 6,970
---------- ---------
LONG-TERM ASSETS:
Restricted lease deposits 45 62
Severance pay fund 229 283
---------- ---------
Total long-term assets 274 345
---------- ---------
PROPERTY AND EQUIPMENT, NET 350 352
---------- ---------
DEFERRED ISSUANCE EXPENSES - 40
---------- ---------
Total assets $ 33,659 $ 7,707
========== =========
The accompanying notes are an integral part of the interim
consolidated financial statements.
MEDGENICS, INC. AND ITS SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
December
March 31, 31,
2013 2012
---------- ---------
Unaudited
----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 951 $ 877
Other accounts payable and accrued expenses 1,718 1,473
Total current liabilities 2,669 2,350
---------- ---------
LONG-TERM LIABILITIES:
Accrued severance pay 1,429 1,492
Liability in respect of warrants 1,017 1,931
---------- ---------
Total long-term liabilities 2,446 3,423
---------- ---------
Total liabilities 5,115 5,773
---------- ---------
STOCKHOLDERS' EQUITY:
Common stock - $0.0001 par value;
100,000,000 shares authorized; 18,481,308
and 12,307,808 shares issued and outstanding
at March 31, 2013 and December 31, 2012,
respectively 2 1
Additional paid-in capital 96,797 66,509
Deficit accumulated during the development
stage (68,255) (64,576)
---------- ---------
Total stockholders' equity 28,544 1,934
---------- ---------
Total liabilities and stockholders' equity $ 33,659 $ 7,707
========== =========
The accompanying notes are an integral part of the interim
consolidated financial statements.
MEDGENICS, INC. AND ITS SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
Three months ended Period from
March 31, January
27, 2000
(inception)
through
March 31,
------------------------
2013 2012 2013
----------- ---------- -------------
Unaudited
----------------------------------------
Research and development expenses $ 2,031 $ 1,592 $ 39,660
Less - Participation by the Office
of the Chief Scientist - (1,022) (7,049)
U.S. Government grant - (244)
Participation by third party - - (1,067)
----------- ---------- -------------
Research and development expenses,
net 2,031 570 31,300
General and administrative expenses 2,546 1,359 36,141
Other income:
Excess amount of participation in
research and development from third
party - - (2,904)
----------- ---------- -------------
Operating loss (4,577) (1,929) (64,537)
Financial expenses (14) (801) (4,410)
Financial income 915 18 361
----------- ---------- -------------
Loss before taxes on income (3,676) (2,712) (68,586)
Taxes on income 3 - 98
----------- ---------- -------------
Loss $ (3,679) $ (2,712) $ (68,684)
=========== ========== =============
Basic loss per share $ (0.24) $ (0.28)
=========== ==========
Diluted loss per share $ (0.29) $ (0.28)
=========== ==========
Weighted average number of Common
stock used in computing basic loss
per share 15,222,268 9,753,725
=========== ==========
Weighted average number of Common
stock used in computing diluted loss
per share 15,634,768 9,753,725
=========== ==========
The accompanying notes are an integral part of the interim
consolidated financial statements.
MEDGENICS, INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
U.S. dollars in thousands (except share data)
Deficit
accumulated
Additional during the Total
paid-in development stockholders'
Common stock capital stage equity
----------------- ------------ ------------ ---------------
Shares Amount
--------- ------
Balance as of December 31, 2011 9,722,725 $ 1 $ 52,501 $ (49,505) $ 2,997
Stock based compensation related to options and
warrants granted
to consultants and employees - - 122 - 122
Issuance of restricted common stock 35,000 (*) 55 - 55
Issuance of Common stock to consultants at $4.84 per
share 15,000 (*) 73 - 73
Loss - - - (2,712 ) (2,712)
--------- ------ ------------ ------------ ---------------
Balance as of March 31, 2012 (Unaudited) 9,772,725 $ 1 $ 52,751 $ (52,217) $ 535
========= ====== ============ ============ ===============
(*) Represents an amount lower than $1.
The accompanying notes are an integral part of the interim
consolidated financial statements.
MEDGENICS, INC. AND ITS SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
U.S. dollars in thousands (except share data)
Deficit
accumulated
Additional during the Total
paid-in development stockholders'
Common stock capital stage equity
------------------ ------------ ------------ ---------------
Shares Amount
---------- ------
Balance as of December 31, 2012 12,307,808 $ 1 $ 66,509 $ (64,576) $ 1,934
Issuance of Common stock and warrants at $5.24 per
share and
$0.01 per warrant, net of issuance costs in the
amount of
$3,050. 6,070,000 1 28,820 - 28,821
Stock based compensation related to Common stock to
consultants
at $7.25 per share (**) 55,000 (*) 462 - 462
Issuance and vesting of restricted common stock 45,000 (*) 215 - 215
Exercise of warrants and options 3,500 (*) 13 - 13
Stock based compensation related to options and
warrants granted
to consultants and employees - - 778 - 778
Loss - - - (3,679) (3,679)
---------- ------ ------------ ------------ ---------------
Balance as of March 31, 2013 (unaudited) 18,481,308 $ 2 $ 96,797 $ (68,255) $ 28,544
========== ====== ============ ============ ===============
(*) Represents an amount lower than $1.
(**) Includes stock based compensation for an additional 13,000
shares which were not issued as of March 31, 2013.
The accompanying notes are an integral part of the interim
consolidated financial statements.
MEDGENICS, INC. AND ITS SUBSIDIARY
(A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Period from
January 27,
2000 (inception)
Three months ended through March
March 31, 31,
-----------------------------
2013 2012 2013
----------------- ---------- -----------------
Unaudited
------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss $ (3,679) $ (2,712) $ (68,684)
Adjustments to reconcile loss to net
cash used in operating activities:
Depreciation 39 35 1,265
Loss from disposal of property and
equipment - - 330
Stock based compensation to employees
and consultants 1,455 177 11,640
Interest and amortization of beneficial
conversion feature of convertible note - - 759
Change in fair value of convertible
debentures and warrants (914) 796 3,064
Accrued severance pay, net (9) 86 1,200
Exchange differences on a restricted
lease deposit and on long term loan 22 (1) 23
Increase in accounts receivable and
prepaid expenses (33) (727) (612)
Increase (decrease) in trade payables 74 (6) 1,555
Increase (decrease) in other accounts
payable and accrued expenses 245 (10) 2,265
Net cash used in operating activities (2,800) (2,362) (47,195)
----------------- ---------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (37) (36) (2,119)
Proceeds from disposal of property
and equipment - - 173
Increase in restricted lease deposit (5) (4) (65)
----------------- ---------- -----------------
Net cash used in investing activities $ (42) $ (40) $ (2,011)
----------------- ---------- -----------------
The accompanying notes are an integral part of the interim
consolidated financial statements.
MEDGENICS, INC. AND ITS SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Period from
January 27,
2000 (inception)
Three months ended through March
March 31, 31,
---------------------
2013 2012 2013
---------- --------- -----------------
Unaudited
----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares and
warrants, net $ 28,821 $ - $ 71,769
Deferred issuance expenses 40 - -
Proceeds from exercise of options
and warrants, net 13 - 2,735
Repayment of a long-term loan - - (73)
Proceeds from long term loan - - 70
Issuance of a convertible debenture
and warrants - - 7,168
Net cash provided by financing activities 28,874 - 81,669
--------- --------- -----------------
Increase (decrease) in cash and cash
equivalents 26,032 (2,402) 32,463
Balance of cash and cash equivalents
at the beginning of the period 6,431 4,995 -
--------- --------- -----------------
Balance of cash and cash equivalents
at the end of the period $ 2,463 $ 2,593 $ 32,463
========= ========= =================
Supplemental disclosure of cash flow
information:
Cash paid during the period for:
Interest $ - $ - $ 242
========= ========= =================
Taxes $ 46 $ 10 $ 194
========= ========= =================
Supplemental disclosure of non-cash
flow information:
Issuance expenses paid with shares $ - $ - $ 310
========= ========= =================
Issuance of Common stock upon conversion
of a convertible debentures $ - $ - $ 8,430
========= ========= =================
Classification of liability in respect
of warrants into equity due to the
exercise of warrants $ - $ - $ 2,014
========= ========= =================
The accompanying notes are an integral part of the interim
consolidated financial statements.
MEDGENICS, INC. AND ITS SUBSIDIARY
(A Development Stage Company)
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
NOTE 1:- GENERAL
a. Medgenics, Inc. (the "Company") was incorporated in January
2000 in Delaware. The Company has a wholly-owned subsidiary,
Medgenics Medical Israel Ltd. (formerly Biogenics Ltd.) (the
"Subsidiary"), which was incorporated in Israel in March 2000. The
Company and the Subsidiary are engaged in the research and
development of products in the field of biotechnology and
associated medical equipment and are thus considered development
stage companies as defined in Accounting Standards Codification
("ASC") topic number 915, "Development Stage Entities" ("ASC
915").
On December 4, 2007 the Company's Common stock was admitted for
trading on the AIM market of the London Stock Exchange.
On April 13, 2011 the Company completed an Initial Public
Offering ("IPO") of its Common stock on the NYSE Amex, raising
$10,389 in net proceeds.
In February 2013, the Company closed an underwritten public
offering of 5,600,000 shares of Common stock and Series 2013-A
warrants to purchase up to an aggregate of 2,800,000 shares of
Common stock. The shares and the warrants were sold together as a
fixed combination, each consisting of one share of Common stock and
a warrant to purchase one-half of a share of Common stock, at a
price to the public of $5.25 per fixed combination. In March 2013,
the underwriters exercised their option to purchase 470,000 shares
of Common stock at $5.24 per share and 840,000 warrants to purchase
420,000 shares of Common stock at $0.01 per warrant. Gross proceeds
were $31,871 or approximately $28,821 in net proceeds after
deducting underwriting discounts and commissions of $2,550 and
other offering costs of approximately $500.
b. The Company and the Subsidiary are in the development stage.
As reflected in the accompanying financial statements, the Company
incurred a loss for the three month period ended March 31, 2013 of
$3,679 and had a negative cash flow from operating activities of
$2,800 during the three month period ended March 31, 2013. The
accumulated deficit as of March 31, 2013 is $68,255. The Company
and the Subsidiary have not yet generated revenues from product
sale. The Company previously generated income from partnering on
development programs and expects to pursue its partnering activity.
Management's plans also include seeking additional investments and
commercial agreements to continue the operations of the Company and
the Subsidiary.
The Company believes that the net proceeds of the underwritten
public offering in February 2013, plus its existing cash and cash
equivalents, should be sufficient to meet its operating and capital
requirements through 2014.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim financial statements of the
Company, have been prepared in accordance with accounting
principles generally accepted in the United States of America and
the rules of the Securities and Exchange Commission ("SEC") and
should be read in conjunction with the audited financial statements
and notes thereto included in the Annual Report on Form 10-K for
the year ended December 31, 2012 ("2012 Form 10-K") as filed with
the SEC. In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation
of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of
the results to be expected for the full year. Notes to the
financial statements that would substantially duplicate the
disclosure contained in the audited financial statements for the
most recent fiscal year as reported in the 2012 Form 10-K, have
been omitted.
NOTE 3:- STOCKHOLDERS' EQUITY
A. Issuance of stock options, warrants and restricted shares to
employees and directors
1. In January 2013, the Company granted 15,000 options and 7,000
shares of restricted Common stock to each of 5 non-executive
Directors of the Company. These shares of Common stock are
restricted in that they may not be disposed of and are not entitled
to dividends. 50% of these shares were vested the day after the
grant and 50% will vest one year from the grant date. All of the
options are for a term of 10 years, vest in three equal
installments and have an exercise price of $7.25. These options and
shares of restricted Common stock were granted under the stock
incentive plan. The fair value of these options and shares of
restricted Common stock at the grant date was $4.449 per option and
$7.50 per share. The Company recorded compensation expenses in the
amount of $188 in the three months ended March 31, 2013.
2. In March 2013, the Company granted 10,000 shares of
restricted Common stock to an employee. These shares are restricted
in that they may not be disposed of and are not entitled to
dividends. These restrictions will be removed in relation to 5,000
shares of Common stock on each of March 28, 2014 and March 28,
2015. The shares were issued under the stock incentive plan. The
fair value of these shares of restricted Common stock at the grant
date amounted to $49, and will be recognized as an expense using
the straight line method.
A summary of the Company's activity for restricted shares
granted to employees and directors is as follows:
Three months
ended
Restricted shares March 31, 2013
------------------------------- ---------------
Number of restricted shares as
of December 31, 2012 60,357
Vested (35,000)
Granted 45,000
---------------
Number of restricted shares as
of March 31, 2013 70,357
===============
3. In March 2013, an employee exercised options to purchase
3,500 shares of Common Stock at $3.64 per share or an aggregate
exercise price of $13.
4. In March 2013, the Company granted to employees of the
Company options to purchase 110,000 shares of common stock
exercisable at an exercise price of $4.85. The options have a 10
year term and vest in four equal annual tranches. The options were
granted under the stock incentive plan. The fair value of these
options at the grant date was $290.
5. A summary of the Company's activity for options and warrants
granted to employees and directors is as follows:
Three months ended
March 31, 2013
-----------------------------------------------------------
Weighted
Number Weighted average
of average remaining Aggregate
options exercise contractual intrinsic
and warrants price terms (years) value price
------------- --------- ------------------- ------------
Outstanding at January
1, 2013 2,656,587 $ 6.04
Granted 185,000 $ 5.82
Forfeited (3,571) $ 7.21
Exercised (3,500) $ 3.64
------------- ---------
Outstanding at March
31, 2013 2,834,516 $ 6.03 5.08 $ 3,146
============= ========= =================== ============
Vested and expected
to vest at March 31,
2013 2,774,118 $ 5.98 5.04 $ 3,124
============= ========= =================== ============
Exercisable at March
31, 2013 1,626,558 $ 4.50 3.94 $ 2,722
============= ========= =================== ============
As of March 31, 2013, there was $3,351 of total unrecognized
compensation cost related to non-vested share-based compensation
arrangements granted to employees. That cost is expected to be
recognized over a weighted-average period of 2.0 years.
The aggregate intrinsic value represents the total intrinsic
value (the difference between the Company's Common share fair value
as of March 31, 2013 and the exercise price, multiplied by the
number of in-the-money options) that would have been received by
the option holders had all option holders exercised their options
on March 31, 2013.
Calculation of aggregate intrinsic value is based on the share
price of the Company's Common stock as of March 31, 2013 ($4.85 per
share, as reported on the NYSE MKT).
B. Issuance of shares, stock options and warrants to consultants:
1. In January 2013, the Company issued a total of 55,000 shares
of Common stock to two consultants. Total compensation, measured as
the grant date fair market value of the stock, amounted to $462 and
was recorded as an operating expense in the Statement of
Operations. As part of the agreement with the consultant, the
Company has an obligation to issue an additional 13,000 shares for
services received during the three month period ended March 31,
2013.
2. In March 2013, the Company approved the grant to two
consultants of warrants to purchase a total of 25,000 shares at an
exercise price of $4.99 per share. The warrants have a five year
term and vested immediately upon issuance in April 2013. Total
compensation amounted to $80 and was recorded as an operating
expense in the Statement of Operations.
3. A summary of the Company's activity for warrants and options
granted to consultants is as follows:
Three months ended
March 31, 2013
---------------------------------------------------------
Weighted
Number Weighted average
of average remaining Aggregate
options exercise contractual intrinsic
and warrants price terms (years) value price
------------- --------- ----------------- ------------
Outstanding at January
1, 2013 521,904 $ 7.29
============= =========
Outstanding at March
31, 2013 521,904 $ 7.29 4.57 $ 73
============= ========= ================= ============
Exercisable at March
31, 2013 419,908 $ 7.20 3.54 $ 73
============= ========= ================= ============
As of March 31, 2013, there was $251 of total unrecognized
compensation cost related to non-vested share-based compensation
arrangements granted to consultants. That cost is expected to be
recognized over a weighted-average period of 0.9 years.
Calculation of aggregate intrinsic value is based on the share
price of the Company's Common stock as of March 31, 2013 ($4.85 per
share, as reported on the NYSE MKT).
C. Compensation expenses:
Compensation expense related to shares, warrants and options
granted to employees, directors and consultants was recorded in the
Statement of Operations in the following line items:
Three months ended
March 31,
--------------------
2013 2012
------------ ------
Research and development expenses $ $ 24 $ 26
General and administrative expenses 1,431 96
------------ ------
$ 1,455 $ 122
============ ======
D. Summary of options and warrants:
A summary of all the options and warrants outstanding as of
March 31, 2013 is presented in the following table:
As of March 31, 2013
--------------------------------------------
Weighted
Exercise Average
Price Remaining
per Options and Options and Contractual
Share Warrants Warrants Terms (in
Options / Warrants ($) Outstanding Exercisable years)
------------------------- ----------- ---------------- -------------- --------------
Options:
Granted to Employees and
Directors 2.49 182,806 182,806 3.0
2.66 75,000 25,000 8.8
3.14 244,143 86,750 8.7
3.64 32,200 2,200 8.3
3.86 11,429 2,857 8.4
4.85 110,000 - 10
5.13 46,111 - 9.0
5.31 23,280 23,280 0.2
6.55 42,856 25,712 7.8
7.25 75,000 - 9.8
8.19 171,451 95,713 7.5
9.25 18,000 - 9.5
10.80 900,000 300,000 4.3
14.50 20,000 - 9.3
----- --------- --- ---------
1,952,276 744,318
----- --------- --- ---------
Granted to Consultants
4.20 19,354 19,354 1.7
5.13 15,280 - 9.0
5.31 19,354 19,354 0.5
6.65 31,780 19,068 7.7
6.86 50,000 - 9.2
8.19 38,136 25,424 7.5
14.50 11,292 - 9.3
----- --------- --- ---------
185,196 83,200
----- --------- --- ---------
Total Options 2,137,472 827,518
----- --------- --- ---------
As of March 31, 2013
---------------------------------------------
Weighted
Exercise Average
Price Remaining
per Options and Options and Contractual
Share Warrants Warrants Terms (in
Options / Warrants ($) Outstanding Exercisable years)
-------------------------- ----------- ----------------- -------------- --------------
Warrants:
Granted to Employees and
Directors 2.49 882,240 882,240 3.0
----- ---------- ----------
Granted to Consultants 3.19 11,370 11,370 2.5
4.01 50,000 50,000 3.3
4.99 6,635 6,635 3.0
5.57 67,230 67,230 0.7
9.17 194,473 194,473 4.2
11.16 7,000 7,000 4.3
----- ---------- ----------
336,708 336,708
----- ---------- ----------
Granted to Investors
0.0002 35,922 35,922 3.0
2.49 22,950 22,950 3.0
4.54 412,500 412,500 2.5
4.99 57,291 57,291 3.0
6.00 2,763,730 2,763,730 3.0
6.78 3,220,000 3,220,000 4.9
8.34 1,458,550 1,458,550 4.2
----- ---------- ----------
7,970,943 7,970,943
----- ---------- ----------
Total Warrants 9,189,891 9,189,891
----- ---------- ----------
Total Option and Warrants 11,628,506 10,117,409
===== ========== ==========
NOTE 4:- FAIR VALUE MEASURMENTS
The Company classified certain warrants with down-round
protection issued to the purchasers of convertible debentures in
2010 as a liability at their fair value according to ASC
815-40-15-7I. The liability in respect of these warrants will be
remeasured at each reporting period until exercised or expired.
Changes in the fair value of these warrants are reported in the
statements of operations as financial income or expense.
The fair value of these warrants was estimated at March 31, 2013
and December 31, 2012 using the Binomial pricing model with the
following assumptions:
December 31,
March 31, 2013 2012
--------------- -------------
Dividend yield 0% 0%
Expected volatility 77.5% 78.1%
Risk-free interest
rate 0.3% 0.3%
Contractual life
(in years) 2.5 2.7
The changes in level 3 liabilities measured at fair value on a
recurring basis:
Fair value
of liability
in respect of
warrants
--------------
Balance as of December 31, 2011 $ 478
Classification of liability in respect
of warrants into equity due to the exercise
of warrants (883)
Change in the fair value of liability in
respect of warrants 2,336
--------------
Balance as of December 31, 2012 1,931
Change in the fair value of liability in
respect of warrants (914)
--------------
Balance as of March 31, 2013 (unaudited) 1,017
==============
NOTE 5:- LOSS PER SHARE
Details in the computation of diluted loss per share:
Three months ended March 31,
-----------------------------------------
2013 2012
-------------------- -------------------
Weighted Weighted
average average
number of number of
shares Loss shares Loss
---------- -------- ---------- -------
For the computation of basic
loss 15,222,268 $ 3,679 9,753,725 $ 2,712
========== ======== ========== =======
Effect of potential dilutive
common shares issuable upon
exercise of warrants classified
as liability 412,500 914 (**) (*) - (*) -
For the computation of diluted
loss 15,634,768 $ 4,593 9,753,725 $ 2,712
========== ======== ========== =======
(*) Anti-dilutive
(**) Financial income resulted from changes in fair value of warrants classified as liability
The total weighted average number of shares related to the
outstanding options, warrants and restricted shares excluded from
the calculations of diluted loss per share due to their
anti-dilutive effect was 9,264,499 and 6,287,832 for the three
months ended March 31, 2013 and 2012, respectively.
NOTE 6:- SUBSEQUENT EVENTS
In March 2013, the Company announced the appointment of a new
member of the Board of Directors effective March 15, 2013. In
connection with the appointment, the new board member was awarded
stock options covering up to 300,000 shares of the Company's common
stock, at a per share exercise price of $4.99, subject to approval
by the NYSE MKT of an additional listing application covering the
issuance of the shares underlying such options. On April 12, 2013,
prior to approval by the NYSE MKT of the additional listing
application, the Compensation Committee of the Company's Board of
Directors determined instead to issue such options under the
Company's stock incentive plan. 100,000 shares underlying such
options vested immediately upon issuance in April 2013 and the
remaining underlying shares will vest equally on each of March 15,
2014 and March 15, 2015, subject to continuous service through each
vesting date. The options may only be exercised for cash and will
expire on March 15, 2018. The Company recorded expenses in the
amount of $261 in March 2013.
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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