TIDMMEDG TIDMMEDU
RNS Number : 5648A
Medgenics Inc
20 February 2014
Press Release 20 February 2014
Medgenics Reports 2013 Financial Results
Medgenics, Inc. (NYSE MKT: MDGN and AIM: MEDU, MEDG)(the
"Company" or "Medgenics"), the developer of a novel platform
technology for the sustained production and delivery of therapeutic
proteins in patients using ex-vivo gene therapy and their own
tissue for the treatment of rare and orphan diseases, today
announced financial results for the fiscal year ended December 31,
2013 and the filing with the U.S. Securities and Exchange
Commission ("SEC") of the Company's Annual Report on Form 10-K.
2013 and Recent Corporate Highlights
-- A new executive management team was appointed to reposition
the company as a rare and orphan disease company and to accelerate
the development of the Company's gene therapy platform and maximize
the potential of the Company's technology assets. The new team
includes:
o President and Chief Executive Officer Michael Cola, formerly
of Shire and Safeguard Scientifics.
o Chief Financial Officer Dr. John Leaman, formerly of Shire and
McKinsey & Company.
o Global Head of Research & Development Dr. Garry Neil,
formerly of Johnson & Johnson and Merck KGaA.
-- Medgenics welcomed to its Board of Directors,
biopharmaceutical veteran and former Executive Chairman and Chief
Executive Officer of Ovation Pharmaceuticals and the Pathogenesis
Corporation and President of Baxter International, Wilbur "Bill"
Gantz.
-- The Company announced a new corporate strategy focused on the
treatment of orphan and rare diseases using the Biopump(TM)
technology.
-- Results were announced from a second generation viral vector
and implantation protocol in a SCID mouse model that showed a 40-50
times increase in the amount of protein produced by the Biopump
versus the first generation vector, and a duration of protein
expression for greater than six months. Based upon these results,
it has been decided to use the second generation viral vector in
the Phase 1/2 EPODURE trial aimed to validate the Biopump
platform's improved viability in clinical trials. This trial is
expected to be initiated in the first half of 2014 with preliminary
results expected in the second half of 2014.
Management Discussion
"2013 has been an important transition year for us as we build a
foundation and corporate strategy to position the Company for the
future," stated Michael Cola, President and Chief Executive Officer
of Medgenics. "Based on results to date, we've developed a second
generation viral vector and Biopump(TM) protocol that shows more
durable protein production in SCID mice, a model historically
predictive of success in human clinical trials. We plan to utilize
this new vector and protocol as we realign our research and
development focus towards the orphan and rare disease market, where
we feel the Biopump's attributes of continuous autologous
protein/peptide production would be highly advantageous."
"Our objectives in 2014 will be twofold. First we plan to
initiate the Phase 1/2 EPODURE(TM) trial for human proof-of-concept
of the Biopump platform with the second-generation viral vector and
protocol, and to replicate the SCID mouse results in humans.
Secondly, we intend to obtain in-vitro and in-vivo preclinical data
in human tummy-tuck tissue and SCID mice in several rare and orphan
disease indications."
"To conclude, I am pleased to be executing this new strategy
with a renowned Board of Directors led by Sol Barer, and the new
management team we've assembled with the appointment of Garry Neil
and John Leaman. I feel confident that with this team in place
coupled with a strong balance sheet, we have the framework for a
successful year."
2013 Financial Results
Medgenics reported a net loss of $17.13 million for the year
ended December 31, 2013 or $0.97 basic loss per share and $1.06
diluted loss per share, compared with a net loss of $15.07 million
or $1.37 per share for 2012.
Gross research and development expense for the year ended
December 31, 2013 increased to $8.87 million from $7.19 million in
2012. The increase in expense was due to an increase in the use of
materials and subcontractors in connection with human EPODURE
clinical trials in Israel and preparation for human EPODURE
clinical trials in the U.S., including ongoing method development,
as well as an increase in research and development personnel.
Net research and development expense for the year ended December
31, 2013 was $7.30 million compared with $5.43 million in 2012. The
increase was due to higher gross research and development expenses
as detailed above, in addition to participation by the Office of
the Chief Scientist of $1.57 million in 2013 compared with $1.76
million in 2012.
General and administrative expense for the year ended December
31, 2013 increased to $10.52 million from $7.20 million in 2012,
primarily due to stock-based compensation expense related to equity
granted to directors and executives upon their appointment in 2013,
increased professional fees and increased activities in the
U.S.
Financial expense for the year ended December 31, 2013 was $0.02
million, down from $2.43 million in 2012, mainly due to the change
in valuation of the warrant liability due to the fluctuation in the
market price of our common stock. Financial income for the year
ended December 31, 2013 was $0.73 million, increasing from de
minimis in 2012, which was primarily due to the change in valuation
of the warrant liability.
As of December 31, 2013, the Company had $22.39 million in cash
and cash equivalents, compared with $6.43 million as of December
31, 2012. Net cash used in operating activities during the year was
$12.73 million compared with $8.62 million used in 2012. During
2013 the Company received proceeds of $28.86 million from a
registered public offering of common stock and warrants.
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 and hepatitis, among others. For more information,
please visit www.medgenics.com.
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.
John Leaman, CFO
john.leaman@medgenics.com
Abchurch Communications Phone: +44 207 398 7718
Joanne Shears / Jamie Hooper / Harriet
Rae
harriet.rae@abchurch-group.com
Oriel Securities (NOMAD & Broker) Phone: +44 207 710 7617
Jonathan Senior / Giles Balleny
-ENDS-
-Tables to follow-
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share and per share data)
December 31,
---------------------------
Note 2012 2013
---- -------- -----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,431 $ 22,390
Accounts receivable and prepaid expenses 3 539 202
-------- -----------------
Total current assets 6,970 22,592
-------- -----------------
LONG-TERM ASSETS:
Restricted lease deposits 6(c) 62 42
Severance pay fund 283 96
Property and equipment, net 4 352 357
Deferred issuance expenses 40 -
Total long-term assets 737 495
-------- -----------------
Total assets $ 7,707 $ 23,087
======== =================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables $ 877 $ 1,062
Other accounts payable and accrued expenses 5 1,473 1,952
Total current liabilities 2,350 3,014
-------- -----------------
LONG-TERM LIABILITIES:
Accrued severance pay 1,492 439
Liability in respect of warrants 11 1,931 1,211
-------- -----------------
Total long-term liabilities 3,423 1,650
-------- -----------------
Total liabilities 5,773 4,664
-------- -----------------
COMMITMENTS AND CONTINGENCIES 6
STOCKHOLDERS' EQUITY: 7
Common stock - $0.0001 par value; 100,000,000
shares authorized; 12,307,808 and 18,497,307
shares issued and outstanding at December 31,
2012 and 2013, respectively 1 2
Additional paid-in capital 66,509 100,126
Deficit accumulated during the development
stage (64,576) (81,705)
-------- -----------------
Total stockholders' equity 1,934 18,423
-------- -----------------
Total liabilities and stockholders' equity $ 7,707 $ 23,087
======== =================
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF LOSS
U.S. dollars in thousands (except share and per share data)
Period from
January 27,
2000 (inception)
Year ended through December
December 31 31,
Note 2011 2012 2013 2013
---- --------- ---------- ---------- -----------------
Research and development expenses $ 5,987 $ 7,187 $ 8,870 $ 46,499
Less:
Participation by the Office of the
Chief Scientist 2(l) (860) (1,756) (1,573) (8,622)
U.S. Government Grant - - - (244)
Participation by third party 6(d) (75) - - (1,067)
--------- ---------- ---------- -----------------
Research and development expenses,
net 5,052 5,431 7,297 36,566
General and administrative expenses 4,924 7,197 10,521 44,116
Other income:
Excess amount of participation in
research and development from third
party 6(d) - - - (2,904)
--------- ---------- ---------- -----------------
Operating loss (9,976) (12,628) (17,818) (77,778)
Financial expenses 9 (214) (2,429) (20) (4,608)
Financial income 9 2,097 5 726 364
--------- ---------- ---------- -----------------
Loss before taxes on income (8,093) (15,052) (17,112) (82,022)
Taxes on income 8(e) 3 19 17 112
--------- ---------- ---------- -----------------
Loss $ (8,096) $ (15,071) $ (17,129) $ (82,134)
========= ========== ========== =================
Basic loss per share 12 $ (0.96) $ (1.37) $ (0.97)
========= ========== ==========
Diluted loss per share 12 $ (0.96) $ (1.37) $ (1.06)
========= ========== ==========
Weighted average number of shares
of Common stock used in computing
basic loss per share 8,447,908 11,023,881 17,629,436
========= ========== ==========
Weighted average number of shares
of Common stock used in computing
diluted loss per share 8,447,908 11,023,881 17,683,510
========= ========== ==========
The accompanying notes are an integral part of the consolidated
financial statements.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
U.S. dollars in thousands (except share and per share data)
Deficit
accumulated Total
Additional Deferred during the stockholders'
Old Common Series A Preferred paid-in stock development equity
stock stock capital compensation stage (deficit)
--------------- ------------------ ------------- -------------
Shares Amount Shares Amount
------ ------- ------- --------
Balance as of January 27,
2000 (inception) - $ - - $ - $ - $ - $ - $ -
Issuance of Old Common stock in
January and March 2000 at par
value 59,133 (*) - - - - - (*)
Issuance of Old Common stock in
August 2000 at $39.90 per
share, net 12,512 - - - 500 - - 500
Issuance of Old Common stock in
respect of license agreement
in August 2000 at par value 26,884 (*) - - - - - (*)
Loss - - - - - - (681) (681)
------ ------- ------- -------- ---------- ------------- ------------- -------------
Balance as of December 31, 2000 98,529 (*) - - 500 - (681) (181)
Stock split effected as
stock dividend - (*) - - (*) - - -
Issuance of Preferred stock in
January 2001 at $49.35 per
share, net of issuance costs
of
$5 - - 3,957 (*) 195 - - 195
Issuance of Preferred stock in
March and June 2001 at $58.45
per share, net of issuance
costs
of $192 - - 116,738 (*) 6,806 - - 6,806
Deferred stock compensation - - - - 248 (248) - -
Amortization of deferred stock
compensation - - - - - 41 - 41
Stock based compensation
expense related to options to
consultants - - - - 511 - - 511
Loss - - - - - - (3,244) (3,244)
------ ------- ------- -------- ---------- ------------- ------------- -------------
Balance as of December 31,
2001 98,529 $ (*) 120,695 $ (*) $ 8,260 $ (207) $ (3,925) $ 4,128
====== ======= ======= ======== ========== ============= ============= =============
(*) Represents an amount lower than $1.
The accompanying notes are an integral part of the consolidated
financial statement
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
U.S. dollars in thousands (except share and per share data)
Old Common Series A Preferred Series B Additional Deferred Deficit Total
stock stock Preferred paid-in stock accumulated stockholders'
stock capital compensation during the equity
development
stage
--------------- ------------------ ----------------- ----------- -------------
Shares Amount Shares Amount Shares Amount
------ ------ ------- --------- ------- --------
Balance as of December
31,
2001 98,529 $ (*) 120,695 $ (*) - $ (*) $ 8,260 $ (207) $ (3,925) $ 4,128
Issuance of Preferred
stock
in October 2002 at
$68.95
per share, net of
issuance
costs of $89 - - - - 76,476 (*) 5,264 - - 5,264
Deferred stock
compensation - - - - - - 64 (64) - -
Amortization of
deferred
stock compensation - - - - - - - 67 - 67
Stock based
compensation
expenses related to
options
to consultants - - - - - - 371 - - 371
Loss - - - - - - - - (5,049) (5,049)
------ ------ ------- --------- ------- -------- ---------- ------------ ----------- -------------
Balance as of December
31,
2002 98,529 (*) 120,695 (*) 76,476 (*) 13,959 (204) (8,974) 4,781
Exercise of stock
options 555 (*) - - - - (*) - - (*)
Issuance of Preferred
stock
in April and May 2003
at
$70.00 per share, net
of
issuance costs of $97 - - - - 30,485 (*) 2,037 - - 2, 037
Deferred stock
compensation - - - - - - 441 (441) - -
Amortization of
deferred
stock compensation - - - - - - - 105 - 105
Stock based
compensation
expenses related to
options
to consultants - - - - - - 475 - - 475
Loss - - - - - - - - (5,038) (5,038)
------ ------ ------- --------- ------- -------- ---------- ------------ ----------- -------------
Balance as of December
31,
2003 99,084 $ (*) 120,695 $ (*) 106,961 $ (*) $ 6,912 $ (540) $ (14,012) $ 2,360
====== ====== ======= ========= ======= ======== ========== ============ =========== =============
(*) Represents an amount lower than $1.
The accompanying notes are an integral part of the consolidated
financial statement
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
U.S. dollars in thousands (except share and per share data)
Old Common stock Series A Preferred Series B Preferred Additional Deferred Deficit Total
stock stock paid-in stock accumulated stockholders'
capital compensation during the equity
development (deficit)
stage
------------------ ------------------ ------------------ ------------ -------------
Shares Amount Shares Amount Shares Amount
--------- ------- --------- ------- --------- -------
Balance as of
December
31, 2003 99,084 $ (*) 120,695 $ (*) 106,961 $ (*) $ 16,912 $ (540) $ (14,012) $ 2,360
Exercise of
stock options 364 (*) - - - - (*) - - (*)
Stock issued
to service
providers 952 (*) - - - - 10 - - 10
Amortization
of deferred
stock
compensation - - - - - - - 540 - 540
Stock based
compensation
expenses
related to
options
to
consultants - - - - - - 347 - - 347
Loss - - - - - - - - (4,516) (4,516)
--------- ------- --------- ------- --------- ------- ---------- ------------ ------------ -------------
Balance as of
December
31, 2004 100,400 (*) 120,695 (*) 106,961 (*) 17,269 - (18,528) (1,259)
Loss - - - - - - - - (776) (776)
--------- ------- --------- ------- --------- ------- ---------- ------------ ------------ -------------
Balance as of
December
31, 2005 100,400 $ (*) 120,695 $ (*) 106,961 $ (*) $ 17,269 $ - $ (19,304) $ (2,035)
========= ======= ========= ======= ========= ======= ========== ============ ============ =============
(*) Represents an amount lower than $1.
The accompanying notes are an integral part of the consolidated
financial statements.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
U.S. dollars in thousands (except share and per share data)
Deficit
accumulated Total
Series B Additional during the stockholders'
Series A Preferred Preferred paid-in development equity
Common stock Old Common stock stock stock capital stage (deficit)
------------------- ------------------ ------------------ ------------------ ---------- ----------- -------------
Shares Amount Shares Amount Shares Amount Shares Amount
---------- ------- --------- ------- --------- ------- --------- -------
Balance as of
December
31, 2005 - $ - 100,400 $ (*) 120,695 $ (*) 106,961 $ (*) $ 17,269 $ (19,304) $ (2,035)
Conversion of
Old Common
stock, Series A
and
Series B
Preferred stock
into Common
stock 282,452 (*) (100,400) (*) (120,695) (*) (106,691) (*) (436) 436 -
Conversion of
convertible
Note into
Common stock 342,368 (*) - - - - - - 1,795 - 1,795
Issuance of
Common stock
as settlement
of debt
in March 2006 75,235 (*) - - - - - - 96 - 96
Issuance of
Common stock
and warrants in
March,
April and June
2006
($2.49 per unit
of 1
share and 2
warrants),
net of issuance
costs
of $197 463,358 (*) - - - - - - 952 - 952
Issuance of
Common stock
and warrants in
November
and December
2006 ($4.10
per unit of 1
share
and 1.25
warrants),
net of issuance
costs
of $334 476,736 (*) - - - - - - 1,615 - 1,615
Stock based
compensation
expense related
to options
and warrants
granted
to consultants
and employees - - - - - - - - 1,161 - 161
Loss - - - - - - - - - (2,599) (2,599)
---------- ------- --------- ------- --------- ------- --------- ------- ---------- ----------- -------------
Balance as of
December
31, 2006 1,640,149 $ (*) - $ - - $ - - $ - $ 22,452 $ (21,467) $ 985
========== ======= ========= ======= ========= ======= ========= ======= ========== =========== =============
(*) Represents an amount lower than $1.
The accompanying notes are an integral part of the consolidated
financial statements.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
U.S. dollars in thousands (except share and per share data)
Deficit
accumulated
Additional Receipts during the Total
paid-in on account development stockholders'
Common stock capital of shares stage equity
------------------ ---------- ----------- ------------- --------------
Shares Amount
---------- ------
Balance as of December 31,
2006 1,640,149 $ (*) $ 22,452 - $ (21,467) $ 985
Issuance of Common stock
and warrants in January
2007 ($4.10 per unit of
1 share and 1.25 warrants),
net of issuance costs of
$17 12,211 (*) 33 - - 33
Issuance of Common stock
and warrants in May, July
and August 2007 ($5.74 per
unit of 1 share and 0.214
warrants), net of issuance
costs of $416 218,498 (*) 835 - - 835
Exercise of warrants in
July 2007 12,912 (*) - - - (*)
Issuance of Common stock
to consultant at fair value
of $18 in August 2007, net 3,492 (*) (*) - - -
Beneficial conversion feature
embedded in convertible
note - - 511 - - 511
Issuance of Common stock
and warrants in December
2007 ($6.65 - $7.35 per
unit of 1 share and 0.26
warrants), where applicable,
net, related to the admission
to AIM 1,086,665 1 4,497 - - 4,498
Issuance cost due to obligation
to issue 4,074 Common stock
for consultant, net - - (31) - - (31)
Stock based compensation
expense related to options
and warrants granted to
consultants and employees - - 347 - - 347
Loss - - - - (3,851) (3,851)
---------- ------ ---------- ----------- ------------- --------------
Balance as of December 31,
2007 2,973,927 1 28,644 - (25,318) 3,327
Cashless exercise of warrants
in January 2008 70,343 (*) (*) - - -
Issuance of Common stock
to consultant in April 2008 4,074 (*) 31 - - 31
Exercise of warrants in December
2008 860 (*) (*) - - -
Stock based compensation
related to options and warrants
granted to consultants and
employees - - 436 - - 436
Receipts on account of stock
in respect to exercise of
warrants in January 2009 - - - 150 - 150
Dividend in respect of reduction
in exercise price of certain
warrants - - 7 - (7) -
Loss - - - - (4,992) (4,992)
--------- ------------ ------ ----------- ---------- -------------
Balance as of December 31,
2008 3,049,204 1 29,118 150 (30,317) (1,048)
Exercise of warrants in January
and February 2009, net of
issuance costs of $17 315,023 (*) 389 (150) - 239
Stock based compensation
related to options granted
to consultants and employees - - 520 - - 520
Issuance of Common stock
in October 2009, net at $3.35
per share, net of issuance
costs of $59 126,285 (*) 364 - - 364
Receipts on account of shares
related to exercise of warrants
in January 2010 - - - 25 - 25
Dividend in respect of reduction
in exercise price of certain
Warrants - - 3 - (3) -
Cumulative effect of reclassification
of warrants from equity to
liability due to application
of ASC 815-40 - - (871) - - (871)
Loss - - - - (6,942) (6,942)
--------- --- -------- ------ ---------- ---------
Balance as of December 31,
2009 3,490,512 $ 1 $ 29,523 $ 25 $ (37,262) $ (7,713)
========= === ======== ====== ========== =========
(*) Represents an amount lower than $1.
The accompanying notes are an integral part of the consolidated
financial statements.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
U.S. dollars in thousands (except share and per share data)
Common stock Additional Receipts Deficit Total
paid-in on account accumulated stockholders'
capital of shares during the equity
development (deficit)
stage
----------------------- ---------- ------------ ------------------- --------------
Shares Amount
--------- ------------
Balance as of December 31,
2009 3,490,512 $ 1 $ 29,523 $ 25 $ (37,262) $ (7,713)
Exercise of options and
warrants in January, May,
September and December 785,419 (*) 559 (25) - 534
Stock based compensation
related to issuance of
options
and warrants to consultants
and employees - - 1,834 - - 1,834
Issuance of Common stock
in February to consultants 32,142 (*) 141 - - 141
Issuance of Common stock
in March, net at $2.63 (GBP
1.75) per share, net of
issuance costs of $135 407,800 (*) 943 - - 943
Issuance of Common stock
in May, net at $2.52 (GBP
1.75) per share, net of
issuance costs of $87 477,934 (*) 1,115 - - 1,115
Issuance of Common stock
in May at $3.43 (GBP 2.28)
per share 5,502 (*) 19 - - 19
Issuance of Common stock
in August and September
to consultants 39,080 (*) 164 - - 164
Stock based compensation
related to the issuance
of warrants in September
to a consultant - - 36 - - 36
Stock based compensation
related to the issuance
of restricted Common stock
in December to a director 57,142 (*) (*) - - -
Loss - - - - (4,147) (4,147)
--------- ------------ ---------- ------------ ------------------- --------------
Balance as of December 31,
2010 5,295,531 1 34,334 - (41,409) (7,074)
Issuance of Common stock
at $4.54 per share and warrants
at $0.46 per share, net
of issuance costs of $2,826 2,624,100 (*) 10,389 - - 10,389
Issuance of Common stock
and warrants ($2.72 - $3.41
per unit of 1 share and
0.06 warrants) upon conversion
of debentures 1,410,432 (*) 5,585 - - 5,585
Stock based compensation
related to the issuance
of Common stock to a consultant 12,500 (*) 46 - - 46
Stock based compensation
related to the issuance
of warrants to consultants - - 558 - - 558
Exercise of options and
warrants 380,162 (*) 1,194 - - 1,194
Stock based compensation
related to options and warrants
granted to consultants and
employees - - 395 - - 395
Loss - - - - (8,096) (8,096)
--------- --- -------- --- ---------- -------
Balance as of December 31,
2011 9,722,725 $ 1 $ 52,501 $ - $ (49,505) $ 2,997
========= === ======== === ========== =======
(*) Represents an amount lower than $1.
The accompanying notes are an integral part of the consolidated
financial statements.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
U.S. dollars in thousands (except share and per share data)
Common stock Additional Deficit Total
paid-in accumulated stockholders'
capital during the equity
development
stage
------------------ ---------- ------------ --------------
Shares Amount
---------- ------
Balance as of December 31, 2011 9,722,725 $ 1 $ 52,501 $ (49,505) $ 2,997
Stock based compensation related
to issuance of restricted Common
stock to directors in January
2012 35,000 (*) 55 - 55
Stock based compensation related
to issuance of Common stock to
consultants in March and June
2012 30,000 (*) 204 - 204
Issuance of Common stock and warrants
($4.90 per unit of 1 share and
0.75 warrants) in June 2012, net 1,944,734 (*) 8,407 - 8,407
Exercise of options and warrants 575,349 (*) 2,594 - 2,594
Stock based compensation related
to options and warrants granted
to consultants and employees - - 2,748 - 2,748
Loss - - - (15,071) (15,071)
---------- ------ ---------- ------------ --------------
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 6,070,000 1 28,820 - 28,821
Stock based compensation related
to the issuance of Common stock
to consultants (**) 55,000 - 548 - 548
Stock based compensation related
to the issuance and vesting of
restricted Common stock to directors 45,000 - 388 - 388
Exercise of warrants and options 19,499 - 13 - 13
Stock based compensation related
to options and warrants granted
to consultants and employees - - 3,848 - 3,848
Loss - - - (17,129) (17,129)
---------- --- -------- ---------- --------
Balance as of December 31, 2013 18,497,307 $ 2 $100,126 $ (81,705) $ 18,423
========== === ======== ========== ========
(*) Represents an amount lower than $1.
(**) Includes stock based compensation for an additional 25,000
shares which were not issued as of December 31, 2013.
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Period from
January 27,
2000 (inception)
Year ended through December
December 31 31,
2011 2012 2013 2013
--------- ---------- ---------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss $ (8,096) $ (15,071) $ (17,129) $ (82,134)
--------- ---------- ---------- -----------------
Adjustments to reconcile loss to
net cash used in operating activities:
Depreciation 98 145 177 1,403
Loss from disposal of property
and equipment - - 1 331
Stock based compensation related
to options, warrants, common shares
and restricted shares granted to
employees, directors and consultants 395 3,007 4,784 14,969
Interest and amortization of beneficial
conversion feature of convertible
note - - - 759
Changes in fair value of convertible
debentures and warrants (1,936) 2,336 (720) 3,258
Accrued severance pay, net 300 140 (416) 793
Exchange differences on a restricted
lease deposit
and on a long-term loan 4 (5) - 1
Change in operating assets and liabilities:
Accounts receivable and prepaid
expenses 533 543 360 (219)
Trade payables 764 (26) 185 1,666
Other accounts payable and accrued
expenses (79) 317 29 2,049
Restricted lease deposits (10) (5) (3) (63)
--------- ---------- ---------- -----------------
Net cash used in operating activities (8,027) (8,619) (12,732) (57,187)
--------- ---------- ---------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (289) (63) (186) (2,268)
Proceeds from disposal of property
and equipment - - 3 176
Net cash used in investing activities $ (289) $ (63) $ (183) $ (2,092)
--------- ---------- ---------- -----------------
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Period from
January 27,
2000 (inception)
Year ended through
December 31 December 31
---------------------------
2011 2012 2013 2013
-------- ------- -------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares and
warrants, net $ 10,389 $ 8,407 $ 28,861 $ 71,769
Proceeds from exercise of options and
warrants, net 63 1,711 13 2,735
Repayment of a long-term loan - - - (73)
Proceeds from long-term loan - - - 70
Issuance of convertible debentures
and warrants - - - 7,168
--------
Net cash provided by financing activities 10,452 10,118 28,874 81,669
-------- ------- -------- -----------------
Increase in cash and cash equivalents 2,136 1,436 15,959 22,390
-------- ------- -------- -----------------
Balance of cash and cash equivalents
at the beginning of the period 2,859 4,995 6,431 -
-------- ------- -------- -----------------
Balance of cash and cash equivalents
at the end of the period $ 4,995 $ 6,431 $ 22,390 $ 22,390
======== ======= ======== =================
Supplemental disclosure of cash flow
information:
Cash paid during the period for:
Interest $ 49 $ - $ - $ 242
======== ======= ======== =================
Taxes $ 1 $ 50 $ 17 $ 165
======== ======= ======== =================
Supplemental disclosure of non-cash
flow information:
Issuance expenses paid with shares $ - $ - $ - $ 310
======== ======= ======== =================
Issuance of Common stock upon conversion
of convertible debentures $ 5,585 $ - $ - $ 8,430
======== ======= ======== =================
Classification of liability in respect
of warrants into equity due to the exercise
of warrants $ 1,131 $ 883 $ - $ 2,014
======== ======= ======== =================
The accompanying notes are an integral part of the consolidated
financial statements.
NOTES TO THE 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. (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").
The Company's Common stock is traded on the NYSE MKT (formerly
NYSE Amex) and on the AIM market of the London Stock Exchange
("AIM").
b. The Company and the Subsidiary are in the development stage.
As reflected in the accompanying consolidated financial statements,
the Company incurred a loss of $17,129 during the year ended
December 31, 2013 and has an accumulated deficit of $81,705 as of
December 31, 2013. The Company and the Subsidiary have not yet
generated revenues from product sale. In the past, the Company
generated income from partnering on development programs and
expects to expand 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 into the second quarter of 2015.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements are prepared in accordance
with United States Generally Accepted Accounting Principles ("U.S.
GAAP"), applied on a consistent basis, as follows:
a. Use of estimates:
The preparation of financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions. The
Company's management believes that the estimates and assumptions
used are reasonable based upon information available at the time
they are made. These estimates and assumptions can affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
b. Financial statements in U.S. dollars:
The majority of the Company and the Subsidiary's research and
development operations are currently conducted in Israel; however,
it is anticipated that the majority of the Company's revenues will
be generated outside Israel and will be denominated in U.S. dollars
("dollars"), and financing activities including equity transactions
and cash investments, are made mainly in dollars. The Company's
management believes that the dollar is the primary currency of the
economic environment in which the Company and its Subsidiary
operate. Thus, the functional and reporting currency of the Company
and the Subsidiary is the dollar.
Accordingly, transactions and balances denominated in dollars
are presented at their original amounts. Non-dollar transactions
and balances have been re-measured to dollars, in accordance with
ASC 830, "Foreign Currency Matters" of the Financial Accounting
Standards Board ("FASB"). All exchange gains and losses from
re-measurement of monetary balance sheet items denominated in
non-dollar currencies are reflected in the Statements of Loss as
financial income or expenses, as appropriate.
c. Principles of consolidation:
The consolidated financial statements include the accounts of
the Company and the Subsidiary. Intercompany transactions and
balances have been eliminated upon consolidation.
d. Cash equivalents:
The Company and the Subsidiary consider all highly liquid
investments originally purchased with maturities of three months or
less to be cash equivalents.
e. Property and equipment:
Property and equipment are stated at cost net of accumulated
depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets.
The annual rates of depreciation are as follows:
%
-------------------------
Furniture and office equipment 6 - 15 (mainly 15)
Computers and peripheral equipment 33
Laboratory equipment 15 - 33 (mainly 15)
The shorter of term of
the lease or the useful
Leasehold improvements life of the asset
f. Impairment of long-lived assets:
Long-lived assets are reviewed for impairment in accordance with
ASC 360, "Property, Plant, and Equipment" ("ASC 360"), whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of an
asset to be held and used is measured by a comparison of the
carrying amount of the asset to the future undiscounted cash flows
expected to be generated by the asset. If such an asset is
considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the asset
exceeds the fair value of the asset. For the period from January
27, 2000 (inception) through December 31, 2013, no impairment
losses have been identified.
g. Severance pay:
The Subsidiary's liability for severance pay is calculated
pursuant to the Israeli severance pay law based on the most recent
salary for the employees multiplied by the number of years of
employment, as of the balance sheet date. Employees are entitled to
one month salary for each year of employment or a portion thereof.
In addition, several employees are entitled to additional severance
compensation as per their employment agreements. The Subsidiary's
liability for all of its employees is fully provided by an accrual
and is mainly funded by monthly deposits with insurance
policies.
The deposited funds may be withdrawn only upon the fulfillment
of the obligation pursuant to Israeli severance pay law or labor
agreements. The value of the deposited funds is based on the cash
surrender value of these policies and includes profits or losses as
appropriate. The value of these deposits is recorded as an asset in
the Company's balance sheet.
As part of employment agreements, the Subsidiary and most of its
employees agreed to the terms set forth in Section 14 of the
Israeli Severance Pay Law, according to which amounts deposited in
severance pay funds by the Subsidiary shall be the only severance
payments released to the employee upon termination of employment,
voluntarily or involuntarily. Accordingly, the financial statements
do not include the severance pay fund and the severance pay accrual
in connection with these employees.
Severance expenses for the years ended December 31, 2011, 2012
and 2013 and for the period from January 27, 2000 (inception)
through December 31, 2013, amounted to $382, $318, $186 and $2,384,
respectively.
h. Income taxes:
The Company accounts for income taxes in accordance with ASC
740, "Income Taxes" ("ASC 740"). ASC 740 prescribes the use of the
liability method whereby deferred tax assets and liabilities are
determined based on differences between financial reporting and tax
bases of assets and liabilities and are measured using the enacted
tax rates and laws that will be in effect when the differences are
expected to reverse. The Company provides a valuation allowance, if
necessary, to reduce deferred tax assets to their estimated
realizable value. As of December 31, 2013, a full valuation
allowance was provided by the Company.
The Company also accounts for income taxes in accordance with
ASC 740-10, "Accounting for Uncertainty in Income Taxes" ("ASC
740-10"). ASC 740-10 contains a two-step approach for recognizing
and measuring uncertain tax positions accounted for in accordance
with ASC 740-10. The first step is to evaluate the tax position
taken or expected to be taken in a tax return by determining if the
weight of available evidence indicates that it is more likely than
not that, on an evaluation of the technical merits, the tax
position will be sustained on audit, including resolution of any
related appeals or litigation processes. The second step is to
measure the tax benefit as the largest amount that is more than 50%
likely to be realized upon ultimate settlement. As of December 31,
2012 and 2013, no liability has been recorded as a result of ASC
740-10.
i. Accounting for stock based compensation:
The Company applies ASC 718, "Compensation-Stock Compensation"
("ASC 718") which requires the measurement and recognition of
compensation expense based on estimated fair values for all
share-based payment awards made to employees and directors.
The Company recognized compensation expenses for awards granted
based on the straight line method over the requisite service period
of each of the grants, net of estimated forfeitures.
In 2011, 2012 and 2013, the Company estimated the fair value of
stock options granted to employees and directors using the
Binominal options pricing model with the following assumptions:
2011 2012 2013
------ ----- -----------
Dividend yield 0% 0% 0%
Expected volatility 75% 77% 78-83%
Risk-free interest
rate 2.9% 1.7% 1.41-2.75%
Suboptimal exercise
factor 1.5-2 1.5 1-1.5
Contractual life (years) 10 5-10 5-10
The Company uses historical data to estimate pre and post
vesting exit rate within the valuation model; separate groups of
employees that have similar historical exercise behavior are
considered separately for valuation purposes.
The suboptimal exercise factor represents the value of the
underlying stock as a multiple of the exercise price of the option
which, if achieved, results in exercise of the option.
The risk-free interest rate assumption is based on observed
interest rates appropriate for the term of the Company's stock
options.
The Company has historically not paid dividends and has no
foreseeable plans to pay dividends.
The Company applies ASC 718 and ASC 505-50, "Equity-Based
Payments to Non-Employees" ("ASC 505-50"), with respect to options
issued to non-employees. ASC 718 requires the use of option
valuation models to measure the fair value of the options. The fair
value of these options was estimated at grant date and at the end
of each reporting period, using the Binomial option pricing model
with the following assumptions:
2011 2012 2013
----------------------- ------- --------
Dividend yield 0% 0% 0%
Expected volatility 68% 80% 80-82%
Risk-free interest
rate 1.7% 1.1% 2.7-3.0%
Contractual life 1.1-9.7 2.4-9.9 8.3-9.8
(years)
j. Loss per share:
Basic loss per share is computed based on the weighted average
number of shares of Common stock outstanding during each year.
Diluted loss per share is computed based on the weighted average
number of shares of Common stock outstanding during each year, plus
the dilutive effect of options, warrants and restricted shares
considered to be outstanding during each year, in accordance with
ASC 260, "Earnings Per Share" ("ASC 260").
k. Research and development expenses, net:
All research and development expenses are charged to the
Consolidated Statements of Loss as incurred. Grants from the Office
of the Chief Scientist in Israel ("OCS") and the U.S. government
and participation from third-parties related to such research and
development expenses are offset against the expense at the later of
when receipt is assured or the expenses are incurred.
l. Grants and participation:
Royalty-bearing grants from the OCS for funding approved
research and development projects are recognized at the time the
Subsidiary is entitled to such grants, on the basis of the costs
incurred, and are presented as a deduction from research and
development expenses.
Participation from third parties in the Company's research and
development operations was recognized at the time the Company was
entitled to such participation from the third parties, and is
presented as a deduction from the Company's research and
development expenses.
The Company recognizes income in its Consolidated Statements of
Loss as follows:
- Participation from third party - in accordance with ASC 605-35
based on hours incurred assigned to the project. The excess of the
recognized amount received from the Healthcare company over the
amount of research and development expenses incurred during the
period was recognized as other income within operating income.
- Grants from the U.S. government's QTDP for funding approved
research and development projects were recognized at the time the
Company was entitled to such grants, on the basis of the costs
incurred and are presented as a deduction from research and
development expenses.
In May 2013, the Subsidiary received approval for an additional
Research and Development program from the OCS for the period
December 2012 through November 2013. The approval allows for a
grant of up to approximately $2,100 based on research and
development expenses, not funded by others, of up to $3,780. As of
December 31, 2013, $1,776 was received.
m. Concentrations of credit risks:
Financial instruments that potentially subject the Company and
the Subsidiary to concentrations of credit risk consist principally
of cash and cash equivalents.
Cash and cash equivalents are invested in major banks and
financial institutions in Israel and the United States. Such
deposits in the United States may be in excess of insured limits
and are not insured in other jurisdictions. Management believes
that the financial institutions that hold the Company's and the
Subsidiary's investments are institutions with high credit standing
and accordingly, minimal credit risk exists with respect to these
investments.
The Company has no off-balance-sheet concentrations of credit
risk such as foreign exchange contracts, option contracts or other
foreign hedging arrangements.
n. Fair value of financial instruments:
The carrying amount of cash and cash equivalents, accounts
receivable, accounts payable and accrued liabilities are generally
considered to be representative of their respective fair values
because of the short-term nature of those instruments. The
liability in respect of warrants is presented at fair value.
The Company applies ASC 820, "Fair Value Measurements and
disclosures" ("ASC 820"). ASC 820 clarifies that fair value is an
exit price, representing the amount that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants.
As such, fair value is a market-based measurement that should be
determined based on assumptions that market participants would use
in pricing an asset or a liability. As a basis for considering such
assumptions, ASC 820 establishes a three-tier value hierarchy,
which prioritizes the inputs used in the valuation methodologies in
measuring fair value:
Level 1 Inputs- Quoted prices for identical instruments in active markets.
Level 2 Inputs - Quoted prices for similar instruments in active
markets; quoted prices for identical or similar instruments in
markets that are not active; and model-derived valuations in which
all significant inputs and significant value drivers are
observable.
Level 3 Inputs- Valuation derived from valuation techniques in
which one or more significant inputs or significant value drivers
are unobservable.
The financial instruments carried at fair value on the Company's
balance sheet as of December 31, 2012 and 2013 are warrants with
down-round protection classified as a liability. See Note 11.
o. Reclassifications:
Certain financial statement data for prior periods has been
reclassified to conform to current year financial statement
presentation.
NOTE 3:- ACCOUNTS RECEIVABLE AND PREPAID EXPENSES
December 31,
2012 2013
Grant receivable from the OCS $ 203 $ -
Government authorities 83 70
Prepaid expenses and other 253 132
$ 539 $ 202
NOTE 4:- PROPERTY AND EQUIPMENT, NET
Composition of property and equipment is as follows:
December 31,
2012 2013
Cost:
Furniture and office equipment $ 119 $ 122
Computers and peripheral equipment 65 98
Laboratory equipment 413 554
Leasehold improvements 356 360
Total cost 953 1,134
Total accumulated depreciation 601 777
Depreciated cost $ 352 $ 357
Depreciation expenses for the years ended December 31, 2011,
2012 and 2013 and for the period from January 27, 2000 (inception)
through December 31, 2013 amounted to $98, $145, $177 and $1,403,
respectively.
NOTE 5:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
December 31,
2012 2013
Employees and payroll accruals $ 1,063 $ 1,506
Accrued expenses and others 410 446
$ 1,473 $ 1,952
NOTE 6:- COMMITMENTS AND CONTINGENCIES
a. License agreements:
1. In 2005, the Company signed an agreement with Yissum Research
and Development Company of the Hebrew University of Jerusalem
("Yissum"). According to the agreement, Yissum granted the Company
a license of certain patents for commercial development,
production, sub-license and marketing of products to be based on
its know-how and research results. In consideration, the Company
agreed to pay Yissum the following amounts:
a) Three milestone payments totaling $400 were fully paid through April 2011.
(b) Royalties at a rate of 5% of net sales of the product.
(c) Sub-license fees at a rate of 9% of sublicense considerations.
The total aggregate payment of royalties and sub-license fees by
the Company to Yissum shall not exceed $10,000. No payments of
royalties or sub-license fees were paid through December 31,
2013.
2. Pursuant to an agreement entered into in 2011, the Regents of
the University of Michigan ("Michigan") have granted an exclusive
worldwide license for patent rights relating to certain uses of
variants of clotting Factor VIII. In consideration, the Company
agreed to pay Michigan the following amounts:
a) an initial license fee of $25 which was paid in 2011;
b) an annual license fee in arrears of $10 rising to $50
following the grant by the Company of a sub-license or (if sooner)
from the 6th anniversary of the effective date of the license
agreement;
c) staged milestone payments of $750 (in aggregate), of which
$400 will be recoupable against royalties;
d) royalties at an initial rate of 5% of net sales, reducing by
a percentage point at predetermined thresholds to 2% upon
cumulative net sales exceeding $50,000;
e) sub-license fees at an initial rate of 6% of sub-licensing
revenues, reducing by a percentage point at predetermined
thresholds to 4% upon cumulative sub-licensing revenues exceeding
$50,000; and
f) patent maintenance costs.
The exclusive worldwide license is expected to expire in 2027
upon the expiration of the last to expire of the patent rights
licensed. Total payments under the agreement amounted to $123, $42
and $39 in the years 2011, 2012 and 2013, respectively.
b. Chief Scientist:
Under agreements with the OCS in Israel regarding research and
development projects, the Subsidiary is committed to pay royalties
to the OCS at rates between 3.5% and 5% of the income resulting
from this research and development, at an amount not to exceed the
amount of the grants received by the Subsidiary as participation in
the research and development program, plus interest at LIBOR. The
obligation to pay these royalties is contingent on actual income
and in the absence of such income no payment is required. As of
December 31, 2013, the principal amount of the aggregate contingent
liability was $8,622.
c. Lease Agreement:
1. The facilities of the Subsidiary are rented under an
operating lease agreement for a period ending December 2014. Future
minimum lease commitment under the existing non-cancelable
operating lease agreement is approximately $67 for 2014.
As of December 31, 2013 the Subsidiary pledged a bank deposit
which is used as a bank guarantee at an amount of $24 to secure its
payments under the lease agreement.
2. The offices of the Company are rented under an operating
lease agreement and are cancelable by either party with 60 days'
notice. Future minimum lease commitment under the existing
operating lease agreement is $11. The Company's previous offices
were leased through January 2014 and an agreement was reached
whereby the Company paid, in 2014, $9 as compensation for the
remaining term of the lease.
3. The Subsidiary leases vehicles under standard commercial
operating leases. Future minimum lease commitments under various
non-cancelable operating lease agreements in respect of motor
vehicles are as follows:
Year
2014 $ 113
2015 71
2016 15
$ 199
As of December 31, 2013, the Subsidiary paid three months lease
installments in advance which amounted to $33.
d. In 2009, the Company signed a preclinical development
agreement (the "Agreement"), with a major international healthcare
company (the "Healthcare company") that is a market leader in the
field of hemophilia. The Agreement included funding for preclinical
development of the Company's Biopump(TM) protein technology to
produce and deliver the clotting protein Factor VIII for the
sustained treatment of hemophilia.
The Company recognized the proceeds as a reduction to research
and development expenses in its Consolidated Statements of Loss
based on hours incurred assigned to the project. The excess of the
recognized amount received from the Healthcare company over the
amount of research and development expenses incurred during the
period for the Agreement was recognized as other income within
operating income.
The Agreement expired in September 2011. The Company received
all rights to the jointly developed intellectual property and is
obligated to pay royalties to the Healthcare company at the rates
between 5% and 10% of any future income arising from such
intellectual property up to a maximum of ten times the total funds
paid by the Healthcare company to the Company.
Payments totaling $3,971 were received by the Company from the
Healthcare company through 2011.
e. In 2013, three executives joined the Company. Per their
employment agreements, if terminated without cause, these
executives will be entitled to severance pay in the aggregate
amount of $2,975.
NOTE 7:- STOCKHOLDERS' EQUITY
a. Common stock:
The Common stock confers upon the holders the right to receive
notice to participate and vote in annual and special meetings of
the stockholders of the Company and the right to receive dividends,
if declared.
b. Issuance of shares, stock options and warrants to investors:
1. On April 13, 2011 the Company completed the initial public
offering in the United States of its Common stock on the NYSE MKT
(formerly NYSE Amex). The Company issued 2,624,100 shares of Common
stock, including 164,100 shares pursuant to the exercise of the
underwriters' over-allotment option, at a price of $4.54 per share
and warrants to purchase 2,829,000 shares, including 369,000
warrants pursuant to the exercise of the underwriters'
over-allotment option, at a price of $0.46 per warrant for total
gross proceeds of $13,215 or $10,389 in net proceeds after
deducting underwriting discounts and commissions of $1,454 and
other offering costs of $1,372. These warrants, which were issued
with an exercise price of $6.00 per share and will expire on April
12, 2016, are listed on the NYSE MKT.
2. In June 2012, the Company completed a private placement
transaction in which the Company issued 1,944,734 units with each
unit consisting of one share of the Company's Common stock and a
warrant to purchase 0.75 of one share of Common stock. The warrants
to purchase 1,458,550 of Common stock were issued with an exercise
price of $8.34 per share, first became exercisable on December 15,
2012 (which, if all were exercised in full, would result in the
issuance of 1,458,576 shares of Common stock due to the rounding of
fractional shares) and will expire on June 18, 2017. In addition,
warrants to purchase 194,473 shares of Common stock having an
exercise price of $9.17 per share were issued to the placement
agent, first became exercisable on December 18, 2012 and will
expire on June 18, 2017. Each unit was sold for a purchase price of
$4.90
for total gross proceeds of $9,529 or $8,407 in net proceeds
after deducting private placement fees of $953 and other offering
costs of $169.
3. In February 2013, the Company completed 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 at a price to the public of $5.25 per fixed
combination. Each combination consisted of one share of Common
stock and a warrant to purchase one-half of a share of Common stock
at an exercise price of $6.78 per share. These warrants will expire
on February 13, 2018.
In March 2013, the underwriters exercised their option and
purchased 470,000 shares of Common stock at $5.24 per share and
840,000 warrants (to purchase up to an aggregate of 420,000 shares)
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.
c. Issuance of stock options warrants and restricted stock to employees and directors:
1. In 2006, the Company adopted a stock incentive plan (the
"stock incentive plan") according to which options, restricted
stock and other awards related to Common stock of the Company may
be granted to directors, employees and consultants (non-employees)
of the Company and the Subsidiary, as determined by the Company's
Board of Directors from time to time. The options outstanding are
exercisable within a designated period from the date of grant and
at an exercise price, each as determined by the Company's Board of
Directors. The options outstanding to employees, directors and
consultants will vest over a period of two to four years from the
date of grant. Any option which is cancelled or forfeited before
expiration becomes available for future grants.
In March 2013, the Company's Board of Directors approved an
amendment to the stock incentive plan increasing the number of
shares of Common stock authorized for issuance thereunder to a
total of 4,178,571 shares of Common stock, subject to stockholder
approval. The Company's stockholders approved the amendment at the
Company's annual meeting of stockholders on April 30, 2013.
In 2012 and 2013, the Company granted 4,100,000 stock options,
outside the stock incentive plan, to directors and employees as
inducement for joining the Company.
2. In September 2013, upon the resignation of our former CEO,
the Company caused his unvested options to become fully vested as
of his separation date (September 13, 2013), and all options vested
as of the separation date will be exercisable through the one-year
anniversary of his separation date. The Company recorded an
additional expense in the amount of $120 in 2013.
3. A summary of the Company's activity for shares of restricted
stock granted to employees and directors is as follows:
Restricted shares
Number of shares of restricted stock as
of December 31, 2010 57,142
Vested in 2011 -
Granted in 2011 -
Number of shares of restricted stock as
of December 31, 2011 57,142
--------
Vested in 2012
(31,785)
Granted in 2012 35,000
Number of shares of restricted stock as
of December 31, 2012 60,357
--------
Vested in 2013 (49,285)
Granted in 2013 45,000
--------
Number of shares of restricted stock as
of December 31, 2013 56,072
========
4. A summary of the Company's activity for options and warrants
granted to employees and directors is as follows:
Weighted
Weighted average
Number of average remaining Aggregate
options exercise contractual intrinsic
and warrants price terms (years) value
Outstanding at December
31, 2010 1,878,141 $ 4.13
Granted 347,714 $ 3.73
Exercised (112,932) $ 3.01
Forfeited (34,135) $ 2.49
Outstanding at December
31, 2011 2,078,788 $ 4.17 4.96 $ 11
Granted 1,060,254 $ 10.01
Exercised (396,722) $ 7.22
Forfeited (62,783) $ 5.40
Outstanding at December
31, 2012 2,679,537 $ 6.01 4.98 $ 7,159
Granted 4,725,000 $ 4.73
Exercised (3,500) $ 3.64
Forfeited (34,994) $ 5.45
Outstanding at December
31, 2013 7,366,043 $ 5.19 7.06 $ 11,279
Vested and expected to
vest, December 31, 2013 7,110,831 $ 5.20 7.00 $ 10,941
Exercisable at December
31, 2013 2,344,424 $ 5.50 3.26 $ 4,596
The aggregate intrinsic value represents the total intrinsic
value (the difference between the Company's Common stock fair value
as of December 31, 2011, 2012 and 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 December 31, 2012 and 2013,
respectively.
Calculation of aggregate intrinsic value is based on the closing
share price of the Company's Common stock as reported on the NYSE
MKT as of December 31, 2011 ($2.50 per share), December 31, 2012
($7.44 per share) and December 31, 2013 ($5.99 per share),
respectively.
The weighted average grant date fair value of options and
warrants granted to employees and directors during the years ended
December 31, 2011, 2012 and 2013 was $10.01, $3.73 and $4.73,
respectively.
As of December 31, 2013, there was $9,860 of total unrecognized
compensation cost related to non-vested share-based compensation
arrangements granted to employees and directors. That cost is
expected to be recognized over a weighted-average period of 2.0
years.
d. Issuance of shares, stock options and warrants to consultants:
1. In September 2011, the Company issued to a consultant 12,500
shares of Common stock in compensation for investor relation
services. Total compensation, measured as the grant date fair
market value of the stock, amounted to $46 and was recorded as an
operating expense in the Consolidated Statement of Loss in
2011.
2. In March 2012, the Company issued 30,000 shares of Common
stock to a consultant. Total compensation, measured as the grant
date fair market value of the stock, amounted to $204 and was
recorded as an operating expense in the Consolidated Statement of
Loss in 2012.
3. 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 $548 and
was recorded as an operating expense in the Consolidated Statement
of Loss in 2013. As part of the agreement with a consultant, the
Company has an obligation to issue an additional 25,000 shares for
services received during 2013.
4. A summary of the Company's activity for options granted under
the stock incentive plan and warrants to consultants is as
follows:
Weighted
average
Weighted remaining
Number of average contractual Aggregate
warrants exercise terms intrinsic
and options price ( years) value price
------------
Outstanding at December
31, 2010 558,292 $ 5.04
Granted 249,446 $ 4.93
Exercised (183,684) $ 2.25
Forfeited (83,716) $ 6.46
Outstanding at December
31, 2011 540,338 $ 5.49 3.72 $ -
Granted 278,045 $ 8.80
Exercised (3,255) $ 5.34
Forfeited (293,224) $ 5.43
Outstanding at December
31, 2012 521,904 $ 7.29 4.81 $ 548
Granted 150,000 $ 4.39
Expired (25,000) $ 7.56
Exercised(*) (67,230) $ 5.50
Outstanding at December
31, 2013 579,674 $ 6.72 4.75 $ 433
Exercisable at December
31, 2013 507,389 $ 6.71 4.16 $ 424
(*) Exercised cashlessly upon which 9,499 shares of Common stock
were issued.
The aggregate intrinsic value represents the total intrinsic
value (the difference between the Company's Common stock fair value
as of December 31, 2011, 2012 and 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 December 31, 2012 and 2013,
respectively.
Calculation of aggregate intrinsic value is based on the closing
share price of the Company's Common stock as reported on the NYSE
MKT as of December 31, 2011 ($2.50 per share), December 31, 2012
($7.44 per share) and December 31, 2013 ($5.99 per share),
respectively.
The weighted average grant date fair value of options and
warrants granted to consultants during the years ended December 31,
2011, 2012 and 2013 was $10.01, $3.73 and $4.39, respectively.
As of December 31, 2013, there was $440 of total unrecognized
compensation cost related to share-based compensation arrangements
granted to consultants. That cost is expected to be recognized over
a weighted-average period of 1.1 years.
e. Compensation expenses:
Compensation expense related to shares, warrants and options
granted to employees, directors and consultants was recorded in the
Consolidated Statements of Loss in the following line items:
Year ended December 31,
2011 2012 2013
Research and development expenses $ 78 $ 225 $ 450
General and administrative
expenses 317 2,782 4,334
$ 395 $ 3,007 $ 4,784
f. Summary of options and warrants:
A summary of all the options and warrants outstanding,
segregated into ranges, as of December 31, 2013 is presented in the
following table:
As of December 31, 2013
Weighted
Average
Exercise Options and Options and Remaining
Price per Warrants Warrants Contractual
Options / Warrants Share ($) Outstanding Exercisable Terms (in years)
Granted to Employees and
Directors 2.49-3.14 499,806 386,306 4.1
3.64-4.99 3,653,629 137,915 9.1
5.13-7.25 1,197,967 135,740 8.3
8.19-14.50 1,109,451 779,273 4.0
6,460,853 1,439,234
Granted to Consultants
4.20-5.13 34,634 24,447 4.1
6.65-8.19 144,916 86,582 7.9
14.50 5,646 1,882 8.5
185,196 112,911
Total Options 6,646,049 1,552,145
Warrants:
Granted to Employees and
Directors 2.49 905,190 905,190 2.2
Granted to Consultants 3.19-4.01 161,370 161,370 3.7
4.99 31,635 31,635 3.9
9.17-11.16 201,473 201,473 3.5
394,478 394,478
Granted to Investors 0.0002 35,922 35,922 2.2
4.54-6.00 3,233,521 3,233,521 2.2
6.78-8.34 (*)7,885,550 (*)7,885,550 4.2
11,154,993 11,154,993
Total Warrants 12,454,661 12,454,661
Total Options and Warrants 19,100,710 14,006,806
(*) Includes 6,427,000 Warrants to purchase 3,213,500 shares of
Common stock.
NOTE 8:- TAXES ON INCOME
a. Tax laws applicable to the Company and the Subsidiary:
1. The Company is taxed under U.S. tax law.
2. The Subsidiary is taxed under the Israeli income tax law.
Results of the Subsidiary for tax purposes are measured and reflected in nominal NIS. The difference between the rate of change in nominal NIS value and the rate of change in the NIS/U.S. dollar exchange rate causes a difference between taxable income or loss and the income or loss before taxes reflected in the financial statements. In accordance with ASC 740-10, the Company has not provided deferred income taxes on this difference between the reporting currency and the tax bases of assets and liabilities.
3. The Law for the Encouragement of Capital Investments, 1959 (the "ECI Law"):
According to the ECI Law, the Subsidiary is entitled to various
tax benefits by virtue of the "beneficiary enterprise" status
granted to part of its enterprises, as implied by this ECI Law. The
principal benefits by virtue of the ECI Law are tax benefits and
reduced tax rates.
The Subsidiary has chosen the alternative track under the ECI
Law. Under this track, the Subsidiary is tax exempt for ten years
within the benefit period on part of its taxable income.
The income qualifying for tax benefits under the alternative
track is the taxable income of a company that has met certain
conditions as determined by the ECI Law ("a beneficiary company"),
and which is derived from an industrial enterprise. The ECI Law
specifies the types of qualifying income that is entitled to tax
benefits under the alternative track whereby income from an
industrial enterprise includes, among others, revenues from the
production and development of software products and revenues from
industrial research and development activities performed for a
foreign resident (and approved by the Head of the Administration of
Industrial Research and Development).
The benefit period starts at the later of the year elected
(2011) and the first year the Subsidiary earns taxable income
provided that 12 years have not passed since the beginning of the
year of election as allowed for companies in development area A.
The Subsidiary is located in development area A.
If a dividend is distributed out of tax exempt profits, as
above, the Subsidiary will become liable for tax at the rate
applicable to its profits from the beneficiary enterprise in the
year in which the income was earned, as if it was not under the
alternative track. The Company currently does not have tax exempt
profits as the period of benefits has not commenced yet.
The above benefits are conditional upon the fulfillment of the
conditions stipulated by the ECI Law, regulations published
thereunder and the letters of approval for the investments in the
approved enterprises, as above. Non-compliance with the conditions
may cancel all or part of the benefits and refund of the amount of
the benefits, including interest. The Company's management believes
that the Subsidiary is meeting the aforementioned conditions.
b. Tax rates applicable to the Company and the Subsidiary:
1. The Subsidiary:
The Israeli corporate tax rate was 24% in 2011 and 25% in 2012
and 2013.
On July 30, 2013, the Israeli Parliament (the Knesset) approved
the second and third readings of the Economic Plan for 2013-2014
("Amended Budget Law") which consists, among others, of fiscal
changes whose main aim is to enhance long-term collection of taxes.
These changes include, among others, raising the Israeli corporate
tax rate from 25% to 26.5% commencing January 1, 2014.
2. The Company:
The tax rates applicable to the Company whose place of
incorporation is the U.S. are corporate (progressive) tax at the
rate of up to 35%, excluding state tax, which rates depend on the
state in which the Company conducts its business.
c. Tax assessments:
The Company files income tax returns in the U.S. federal
jurisdiction and state jurisdiction. The U.S. tax authorities have
not conducted an examination in respect of the Company's U.S.
federal income tax returns since inception. The Subsidiary has tax
assessments, deemed final under the law, up to and including the
year 2008.
d. Carryforward losses for tax purposes:
As of December 31, 2013, the Company had U.S. federal net
operating loss carryforward for income tax purposes in the amount
of approximately $44,400. Net operating loss carryforward arising
in taxable years beginning after January 2000 (inception date) can
be carried forward and offset against taxable income for 20 years
and expiring between 2020 and 2033. As of December 31, 2013 the
Company had net operating loss carryforward for California state
franchise tax purposes of approximately $42,900 which can be
carried forward and offset against taxable income for 10-20 years,
expiring between 2013 and 2033. The Company does not currently have
operations in California.
Utilization of U.S. net operating losses may be subject to
substantial annual limitations due to the "change in ownership"
provisions of the Internal Revenue Code of 1986, as amended, and
similar state provisions. The annual limitation may result in the
expiration of net operating losses before utilization.
The Subsidiary has accumulated losses for tax purposes as of
December 31, 2013, in the amount of approximately $22,000, which
may be carried forward and offset against taxable income and
capital gain in the future for an indefinite period.
e. Taxes on income included in the Consolidated Statements of Loss:
Taxes on income derive from tax prepayments on non-deductible
expenses in Israel.
f. Deferred income taxes:
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income
tax purposes. Significant components of the Company's deferred tax
assets are as follows:
December 31,
2012 2013
Deferred tax assets:
Net operating loss carryforward $ 13,190 $ 19,191
Allowances and reserves 526 497
Total deferred tax assets before valuation
allowance 13,716 19,688
Valuation allowance (13,716) (19,688)
Net deferred tax asset $ - $ -
As of December 31, 2013, the Company and the Subsidiary have
provided valuation allowances in respect of deferred tax assets
resulting from tax loss carryforward and other temporary
differences, since they have a history of operating losses and
current uncertainty concerning their ability to realize these
deferred tax assets in the future. Management currently believes
that it is more likely than not that the deferred tax regarding the
loss carryforward and other temporary differences will not be
realized in the foreseeable future.
In 2011, 2012 and 2013, the main reconciling item of the
statutory tax rate of the Company and the Subsidiary (25% to 35% in
2012 and 26.5% to 35% in 2013) to the effective tax rate (0%) is
tax loss carryforwards and other deferred tax assets for which a
full valuation allowance was provided.
NOTE 9:- FINANCIAL INCOME (EXPENSE)
Period from
January 27,
2000 (inception)
through
Year ended December
December 31, 31,
2011 2012 2013 2013
---------
Financial expenses:
Bank charges $ (17) $ (14) $ (19) $ (122)
Interest expenses (71) - - (380)
Interest and amortization
of beneficial conversion
feature of convertible
note - - - (759)
Warrant valuation - (2,336) - (1,210)
Convertible debentures
valuation (125) - - (2,040)
Foreign currency remeasurement
adjustments - (76) - (76)
Others (1) (3) (1) (21)
$ (214) $ (2,429) $ (20) $ (4,608)
Financial income:
Foreign currency remeasurement
adjustments $ 28 $ - $ 2 $ 85
Warrant valuation 2,061 - 720 -
Interest on cash equivalents,
short-term bank deposits
and others 8 5 3 229
Others - - 1 50
$ 2,097 $ 5 $ 726 $ 364
NOTE 10:- DIRECTOR COMPENSATION
2011 Director Compensation
Fees earned
or Paid Option
in Cash Awards Stock Awards Total
----------- ---------
Eugene Bauer, M.D. $ - $ - $ - $ -
Isaac Blech $ 7 $ - $ - $ 7
Gary Allan Brukardt (*) $ 11 $ 26 (1) $ - $ 37
Alastair Clemow, Ph.D. $ 14 $ 26 (1) $ - $ 0
Joel Stephen Kanter $ 6 $ 26 (1) $ - $ 42
Stephen Devon McMurray,
M.D. $ 14 $ 26 (1) $ - $ 40
Andrew L. Pearlman, Ph.D. $ - $ 128 (2) $ - $ 128
$ 62 $ 232 $ - $ 294
=========== =========
2012 Director Compensation
Fees earned
or Paid Option
in Cash Awards Stock Awards Total
----------- --------- --------------
Sol Barer, Ph.D. $ 7 $ 4,181 (3) $ - $ 4,188
Eugene Bauer, M.D. $ - $ - $ - $ -
Isaac Blech $ 28 $ 17 (4) $ 18 (5) $ 63
Gary Allan Brukardt (*) $ 19 $ 17 (4) $ 18 (5) $ 54
Alastair Clemow, Ph.D. $ 29 $ 17 (4) $ 18 (5) $ 64
Joel Stephen Kanter $ 33 $ 17 (4) $ 18 (5) $ 68
Stephen Devon McMurray,
M.D. $ 28 $ 17 (4) $ 18 (5) $ 63
Andrew L. Pearlman, Ph.D. $ - $ - $ - $ -
----------- --------- --------------
$ 144 $ 4,266 $ 90 $ 4,500
=========== ========= ==============
2013 Director Compensation
Fees earned
or Paid Option
in Cash Awards Stock Awards Total
----------- ------- -------
Sol Barer, Ph.D. $ 27 $ 935 (6) $ 53 (5) $ 1,015
Eugene Bauer, M.D. $ - $ 189 (7) $ - $ 189
Isaac Blech $ 26 $ 255 (8) $ 53 (5) $ 334
Alastair Clemow, Ph.D. $ 33 $ 255 (8) $ 53 (5) $ 341
Michael F. Cola $ - $ 3,423 (9) $ - $ 3,423
Wilbur H. Gantz III $ - $ 734 (10) $ - $ 734
Joseph Grano, Jr. $ 20 $ 775 (11) $ - $ 795
Joel Stephen Kanter $ 33 $ 255 (8) $ 53 (5) $ 341
Stephen Devon McMurray,M.D. $ 26 $ 255 (8) $ 53 (5) $ 334
Andrew L. Pearlman, Ph.D. $ - $ - $ - $ -
$ 165 $ 7,076 $ 265 $ 7,506
=========== =======
(*) Deceased.
(1) Represents the fair value of options to purchase 12,857
shares of Common stock under the stock incentive plan at an
exercise price of $6.55 per share. Such options have a 10-year term
and vest in equal installments over three years.
(2) Represents the fair value of options to purchase 80,000
shares of Common stock under the stock incentive plan at an
exercise price of $3.14 per share. Such options have a 10-year term
and vest in equal installments over four years.
(3) Represents the fair value of options to purchase 900,000
shares of Common stock granted as an inducement outside the stock
incentive plan at an exercise price of $10.80 per share. Such
options have a 5-year term. 300,000 of such options vested
immediately and the remaining options vesting in equal installments
over two years.
(4) Represents the fair value of options to purchase 15,000
shares of Common stock under the stock incentive plan at an
exercise price of $2.66 per share. Such options have a 10-year term
and vest in equal installments over three years.
(5) Represents the fair value of 7,000 shares of restricted stock as of the date of grant.
(6) Represents the fair value of options to purchase 15,000
shares of Common stock under the stock incentive plan at an
exercise price of $7.25 per share and 400,000 shares of Common
stock under the stock incentive plan at an exercise price of $5.22
per share. Such options have a 10-year term and vest in equal
installments over three years.
(7) Represents the fair value of options to purchase 50,000
shares of Common stock under the stock incentive plan at an
exercise price of $6.70 per share. Such options have a 10-year term
and vest in equal installments over three years.
(8) Represents the fair value of options to purchase 15,000
shares of Common stock under the stock incentive plan at an
exercise price of $7.25 per share and 50,000 shares of Common stock
under the stock incentive plan at an exercise price of $6.70 per
share. Such options have a 10-year term and vest in equal
installments over three years.
(9) Represents the fair value of options to purchase 1,500,000
shares of Common stock granted as an inducement outside the stock
incentive plan at an exercise price of $4.22 per share. Such
options have a 10-year term and vest over three years, one third
vesting on the first anniversary of the grant and balance vesting
in equal increments on a monthly basis thereafter. These options
were granted pursuant to Mr. Cola's employment agreement.
(10) Represents the fair value of options to purchase 300,000
shares of Common stock under the stock incentive plan at an
exercise price of $6.29 per share. Such options have a 5-year term
with 100,000 shares of Common Stock underlying such options vesting
immediately and the remaining underlying options vesting in equal
installments over two years.
(11) Represents the fair value of options to purchase 300,000
shares of Common stock under the stock incentive plan at an
exercise price of $4.99 per share. Such options have a 5-year term
with 100,000 shares of Common Stock underlying such options vesting
immediately and the remaining underlying options vesting in equal
installments over two years.
NOTE 11:- FAIR VALUE MEASURMENTS
The Company classified certain warrants with down-round
protection issued to investors through the years 2006 and 2007 and
warrants 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 is remeasured at each
reporting period until exercised or expired. Changes in the fair
value of these warrants are reported in the Consolidated Statements
of Loss as financial income or expense.
The fair value of these warrants was estimated at December 31,
2011, 2012 and 2013 using the Binomial pricing model with the
following assumptions:
December 31,
2011 2012 2013
Dividend yield 0% 0% 0%
Expected volatility 19.1-77.8% 78.1% 78.1%
Risk-free interest rate 0.1-0.5% 0.3% 0.3%
Contractual life (in years) 0.4-3.7 2.7 1.7
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, 2010 $ 3,670
Classification of liability in respect of warrants
into equity due to the exercise of warrants (1,131)
Change in the liability in respect of warrants (2,061)
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 liability in respect of warrants 2,336
Balance as of December 31, 2012 1,931
Change in the liability in respect of warrants (720)
Balance as of December 31, 2013 $ 1,211
NOTE 12:- LOSS PER SHARE
Details in the computation of diluted loss per share:
Year ended December 31,
2011 2012 2013
Weighted Weighted Weighted
average average average
number number number of
of shares Loss of shares Loss shares Loss
For the computation
of basic loss 8,447,908 $ 8,069 11,023,881 $ 15,071 17,629,436 $17,129
Effect of potential
dilutive common
shares issuable
upon exercise of
warrants classified
as liability -(*) -(*) -(*) -(*) 54,074 1,615(**)
For the computation
of diluted loss 8,447,908 $ 8,069 11,023,881 $ 15,071 17,683,510 $ 8,744
(*) 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 6,188,017, 7,820,950 and 14,838,907 for
the years ended December 31, 2011, 2012 and 2013, respectively.
NOTE 13:- SUBSEQUENT EVENTS
Subsequent to the balance sheet date, in January 2014, the
Company granted 15,000 options and 7,000 shares of restricted
Common stock to each of 8 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 $6.50 per
share. These options and restricted Common stock were granted under
the stock incentive plan.
* * * * * * * * * * * * * * * * * * *
- Ends -
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SELFDSFLSEIE
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