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(State
or other jurisdiction of
incorporation
or organization) |
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(I.R.S.
Employer
Identification
No.) |
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(Address
of principal executive offices including zip code) |
Title
of each class |
Trading
Symbol(s)
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Name
of each exchange on which registered |
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Large accelerated
filer |
☐
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Accelerated filer
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☐
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☒
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Smaller reporting
company |
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Emerging growth
company |
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Yes ☐ No
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1 | |
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1 | |
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10 | |
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18 | |
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18 | |
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21 | |
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• |
references
to “Chemomab Therapeutics Ltd.”, “Chemomab,” the “Company,” “us,” “we” and
“our” refer to Chemomab Therapeutics Ltd. an Israeli company and its consolidated subsidiaries, although with respect to the
presentation of financial results for historical periods that preceded the Merger (as defined below), these terms refer to the financial
results of Chemomab Ltd., which was the accounting acquirer in the Merger; |
|
• |
references
to “ordinary shares,” “our shares” and similar expressions refer to the Company’s ordinary shares, no nominal
(par) value; |
|
• |
references
to “ADS” refer to the American Depositary Shares listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol
“CMMB,” each representing twenty (20) ordinary shares; |
|
• |
references
to “dollars,” “U.S. dollars” and “$” are to U.S. Dollars; |
|
• |
references
to “NIS” are to New Israeli Shekels; |
|
• |
references
to the “SEC” are to the U.S. Securities and Exchange Commission; and |
|
• |
references
to the “Merger” refer to the merger involving Anchiano Therapeutics Ltd. and Chemomab Ltd., whereby a wholly owned subsidiary
of Anchiano Therapeutics Ltd. merged with and into Chemomab Ltd., with Chemomab Ltd. surviving as a wholly owned subsidiary of Anchiano
Therapeutics Ltd. Upon consummation of the Merger, Anchiano Therapeutics Ltd. changed its name to “Chemomab Therapeutics Ltd.”
and the business conducted by Chemomab Ltd. became primarily the business conducted by the Company. |
Chemomab
Therapeutics Ltd. and
its
subsidiaries
Condensed
Consolidated Interim
Financial
Statements
As
of March 31, 2023
(Unaudited) |
Page | |
3 | |
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4 | |
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5-6 | |
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7 | |
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8-9 |
March
31, |
December 31,
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||||||||||
Note
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2023
|
2022
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|||||||||
|
Unaudited
|
Audited
|
|||||||||
Assets
|
|||||||||||
Current
assets |
|||||||||||
Cash and
cash equivalents |
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|||||||||
Short term
bank deposits |
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|||||||||
Restricted cash |
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|||||||||
Other receivables
and prepaid expenses |
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|||||||||
Total
current assets |
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|||||||||
Non-current
assets |
|||||||||||
Long term
prepaid expenses |
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|||||||||
Property
and equipment, net |
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|||||||||
Operating
lease right-of-use assets |
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|||||||||
Total
non-current assets |
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|||||||||
Total
assets |
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|||||||||
Current
liabilities |
|||||||||||
Trade payables
|
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|||||||||
Accrued expenses
|
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Employee
and related expenses |
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|||||||||
Operating
lease liabilities |
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|||||||||
Total
current liabilities |
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|||||||||
Non-current
liabilities |
|||||||||||
Operating
lease liabilities - long term |
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|
|||||||||
Total
non-current liabilities |
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|
|||||||||
Commitments
and contingent liabilities |
|||||||||||
Total
liabilities |
|
|
|||||||||
Shareholders'
equity |
1
|
||||||||||
Ordinary
shares |
-
|
-
|
|||||||||
Issued and
outstanding: |
|
|
|||||||||
Treasury
share at cost ( |
( |
) |
( |
) | |||||||
Additional
paid in capital |
|
|
|||||||||
Accumulated
deficit |
(
|
)
|
(
|
)
| |||||||
Total
shareholders’ equity |
|
|
|||||||||
Total
liabilities and shareholders’ equity |
|
|
|
Condensed Consolidated Interim Statements of Operations (Unaudited)
Three months
|
Three months
|
||||||||||
Ended
|
Ended
|
||||||||||
March
31, |
March
31, |
||||||||||
|
2023
|
2022
|
|||||||||
Operating
expenses |
|||||||||||
Research and development
|
|
|
|||||||||
General and administrative
|
|
|
|||||||||
Total
operating expenses |
|
|
|||||||||
Financing income, net
|
(
|
)
|
(
|
) | |||||||
Loss
before taxes |
|
|
|||||||||
Taxes on income
|
|
|
|||||||||
Net
loss for the year |
|
|
|||||||||
Basic and diluted loss
per Ordinary Share (*) |
|
|
|||||||||
Weighted average number
of Ordinary Shares outstanding, basic, and diluted (*) |
|
|
Ordinary
Share
|
Treasury |
Additional
paid
in
capital
|
Accumulated
Deficit
|
Total
Shareholders’
equity
|
||||||||||||||||||||||||
Number | USD |
Number |
USD | USD | USD | USD | ||||||||||||||||||||||
For
the three-month period ended on March 31, 2023 |
||||||||||||||||||||||||||||
Balance
as of January 1, 2023 |
|
|
( |
) |
( |
) |
|
|
(
|
) |
|
|||||||||||||||||
Share-based
compensation |
-
|
|
- |
|
|
|
||||||||||||||||||||||
Net
loss for the year |
-
|
|
- |
|
(
|
) |
(
|
) | ||||||||||||||||||||
Balance
as of March 31, 2023 |
|
|
( |
) |
( |
) |
|
(
|
) |
|
Ordinary
Shares
|
Additional
paid
in
capital
|
Accumulated
Deficit
|
Total
Shareholders’
equity
|
|||||||||||||||||
Number
|
USD | USD | USD | USD | ||||||||||||||||
For
the three-month period ended on March 31, 2022 |
||||||||||||||||||||
Balance
as of January 1, 2022 |
|
|
|
(
|
)
|
|
||||||||||||||
Share-based
compensation |
-
|
|
|
|
|
|||||||||||||||
Net loss
for the period |
-
|
|
|
(
|
)
|
(
|
)
| |||||||||||||
Balance
as of March 31, 2022 |
|
|
|
(
|
)
|
|
Three
months |
Three
months |
|||||||
ended
|
Ended
|
|||||||
March
31, |
March
31, |
|||||||
2023
|
2022
|
|||||||
Cash
flows from operating activities |
||||||||
Net
loss for the period |
(
|
)
|
(
|
)
| ||||
Adjustments
for operating activities: |
||||||||
Depreciation
|
|
|
||||||
Share-based
compensation |
|
|
||||||
Change
in other receivables and prepaid expenses |
|
(
|
)
| |||||
Change
in operating lease liability |
(
|
)
|
|
|||||
Change
in trade payables |
|
|
||||||
Change
in accrued expenses |
(
|
)
|
|
|||||
Change
in employees and related expenses |
(
|
)
|
|
|||||
|
|
|||||||
Net
cash used in operating activities |
(
|
)
|
(
|
)
| ||||
Cash
flows from investing activities |
||||||||
Decrease
in bank deposits |
|
|
||||||
Purchase
of property and equipment |
(
|
)
|
(
|
)
| ||||
Net
cash provided by investing activities |
|
|
||||||
Cash
flows from financing activities |
||||||||
Net
cash provided by financing activities |
|
|
||||||
Change
in cash, cash equivalents and restricted cash |
|
(
|
)
| |||||
Cash,
cash equivalents and restricted cash at beginning of period |
|
|
||||||
Cash,
cash equivalents and restricted cash at end of period |
|
|
A. |
Chemomab Therapeutics Ltd. (the “Company") is an Israeli-based company incorporated under the laws of the State of Israel in September 2011. The Company’s registered office is located in Kiryat Atidim, Tel Aviv, Israel. The Company is a clinical-stage biotech company discovering and developing innovative therapeutics for conditions with high-unmet medical need that involve inflammation and fibrosis. |
B. |
The Company currently has no products approved for sale. The Company’s operations are funded primarily by its Shareholders. The Company has incurred operating losses in each year since its inception and does not expect to generate significant revenue unless and until it obtains marketing approval for its products. Continuation of the Company’s development programs depend on its future ability to raise sources of financing. The Company believes that its existing liquidity resources as of March 31, 2023 will enable it to fund its operations through June 30, 2024 with the ability to perform cost reductions in order to extend the operations even further, if required to do so. | |
C. |
On April 30, 2021,
the Company entered into an At the Market Offering Agreement (the "ATM Agreement") with Cantor Fitzgerald & Co., ("Cantor"). According
to the ATM Agreement, the Company may offer and sell, from time to time, its ADSs having an aggregate offering price of up to $ |
D. |
On April 25, 2022, the Company filed a prospectus supplement with the SEC for the issuance
and sale of up to $
On March 22, 2023 the Company filed
with the SEC an amendment to registration statement on form S-1/A for the issuance and sale of up to $
Chemomab Therapeutics Inc., a wholly
owned subsidiary of the Company, filed an application with the US Internal Revenue Service to carryback net operating losses. The Company
received $ |
8
CHEMOMAB
THERAPEUTICS LTD AND ITS SUBSIDIARIES
(FORMERLY ANCHIANO THERAPEUTICS LTD)
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
A.
|
Basis
of Preparation |
B.
|
Use
of estimates |
• |
CM-101
appeared to be safe when administered subcutaneously. Most reported adverse events observed were mild, with one unrelated serious adverse
event reported. No significant injection site reactions were reported and no anti-drug antibodies were detected. |
• |
CM-101
administered subcutaneously demonstrated favorable pharmacokinetics and target engagement profiles as expected, and were similar to what
the company has previously reported. |
• |
CM-101-treated
patients showed greater improvements than the placebo group in a number of liver fibrosis-related biomarkers, including ProC-3, ProC-4,
ProC-18, TIMP-1 and ELF. |
• |
A
majority of CM-101-treated patients showed improvements in multiple liver fibrosis-related biomarkers—almost 60% of CM-101 patients
were “multiple responders”, responding in at least three biomarkers at week 20, compared to no patients in the placebo group. |
• |
CM-101-treated
patients with higher CCL24 levels at baseline showed greater reductions in fibrosis-related biomarkers than patients with lower levels
of CCL24 at baseline. More CM-101-treated patients with higher CCL24 levels also were “multiple responders”, responding in
three or more of the fibrosis-related biomarkers, compared to patients with lower CCL24 levels at baseline. These findings further add
to the growing body of evidence validating the role of CCL24 in the pathophysiology of fibrotic liver disease. |
• |
A
higher proportion of patients in the CM-101-treated group showed improvement in a physiologic measure of liver stiffness as compared to
placebo (reduction of at least one grade of fibrosis score as assessed by the non-invasive elastography method known as FibroScan®). |
• |
After
completion of the study, the unblinded data showed that patients in the CM-101-treated group had higher baseline levels of fibrosis compared
to placebo patients. The impact of this difference on the results, if any, is unknown. |
|
• |
expenses
incurred under agreements with contract research organizations or contract manufacturing organizations, as well as investigative sites
and consultants that conduct our clinical trials, preclinical studies and other scientific development services; |
|
• |
manufacturing
scale-up expenses and the cost of acquiring and manufacturing preclinical and clinical trial materials; |
|
• |
employee-related
expenses, including salaries, related benefits, travel and share-based compensation expenses for employees engaged in research and development
functions, as well as external costs, such as fees paid to outside consultants engaged in such activities; |
|
• |
license
maintenance fees and milestone fees incurred in connection with various license agreements; |
|
• |
costs
related to compliance with regulatory requirements; and |
|
• |
depreciation
and other expenses. |
|
Three
months ended |
|||||||||||||||
|
March
31, |
Increase/(decrease) |
||||||||||||||
|
2023 |
2022 |
$ |
% |
||||||||||||
|
(in
thousands) |
|||||||||||||||
Operating
expenses: |
||||||||||||||||
Research
and development |
6,887 |
2,745 |
4,142 |
151 |
% | |||||||||||
General
and administrative |
2,162 |
2,575 |
(413 |
) |
(16 |
)% | ||||||||||
Operating
loss |
9,049 |
5,320 |
3,729 |
70 |
% | |||||||||||
Financing
income, net |
(317 |
) |
(216 |
) |
(101 |
) |
47 |
% | ||||||||
Loss
before taxes |
8,732 |
5,104 |
3,628 |
71 |
% | |||||||||||
Taxes
on income |
21 |
- |
21 |
100 |
% | |||||||||||
Net
loss |
$ |
8,753 |
$ |
5,104 |
$ |
3,649 |
71 |
% |
On April 25, 2022, the Company filed a prospectus supplement with the SEC for the issuance and sale of up to $18,125,000 of its ADSs in connection with the reactivation of the ATM Facility and pursuant to General Instruction I.B.6 of Form S-3, which, subject to certain exceptions, limits the amount of securities the Company is able to offer and sell under such registration statement to one-third of our unaffiliated public float. During the year ended December 31, 2022, the Company issued 130,505 ADSs at an average price of $2.11 per ADS under the ATM Agreement, resulting in gross proceeds of $275 thousand.
• |
the progress and costs of our preclinical studies, clinical trials and other research and development activities; | |
• |
the scope, prioritization and number of our clinical trials and other research and development programs; | |
• |
the amount of revenues and contributions we receive under future licensing, development and commercialization arrangements with respect to our product candidates; | |
• |
the costs of the development and expansion of our operational infrastructure; | |
• |
the costs and timing of obtaining regulatory approval for our product candidates; |
• |
the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; | |
• |
the costs and timing of securing manufacturing arrangements for clinical or commercial production; | |
• |
the costs of contracting with third parties to provide sales and marketing capabilities for us; | |
• |
the costs of acquiring or undertaking development and commercialization efforts for any future products, product candidates or platforms; | |
• |
the magnitude of our general and administrative expenses; and | |
• |
any cost that we may incur under future in- and out-licensing arrangements relating to our product candidates. |
|
Three
months ended |
|||||||||||||||
|
March
31, |
Change |
||||||||||||||
|
2023 |
2022 |
$ |
% |
||||||||||||
|
(in
thousands) |
|||||||||||||||
Net
cash used in operating activities |
$ |
(7,186 |
) |
$ |
(3,711 |
) |
$ |
(3,475 |
) |
(94 |
)% | |||||
Net
cash provided by investing activities |
$ |
14,432 |
$ |
2,382 |
$ |
12,050 |
506 |
% | ||||||||
Net
cash used in financing activities |
- |
$ |
- |
$ |
- |
% | ||||||||||
Net
increase (decrease) in cash, cash equivalents and restricted cash |
$ |
7,246 |
$ |
(1,329 |
) |
$ |
8,575 |
(645 |
)% |
Remainder
of 2023 |
$ |
6,361 |
||
2024 |
1,676 |
|||
2025 |
1,060 |
|||
Total |
$ |
9,097 |
Exhibit
Number |
|
Description |
|
| |
|
| |
|
| |
32.2** | ||
101.
INS
|
|
Inline
XBRL Instance Document
|
101.
SCH
|
|
Inline
XBRL Taxonomy Extension Schema Document
|
101.
CAL
|
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.
DEF
|
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document
|
101.
LAB
|
|
Inline
XBRL Taxonomy Extension Label Linkbase Document
|
101.
PRE
|
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
|
104
|
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
*
|
|
Filed
herewith.
|
** |
|
Furnished
herewith. |
|
CHEMOMAB
THERAPEUTICS LTD.
|
| |
Date:
May 11, 2023 |
By: |
/s/
Dale Pfost |
|
|
Name: |
Dale
Pfost |
|
|
Title: |
Chief
Executive Officer |
|
|
|
|
|
Date:
May 11, 2023 |
By: |
/s/
Donald Marvin |
|
|
Name: |
Donald
Marvin |
|
|
Title: |
Chief
Financial Officer |
|
21
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 of Chemomab Therapeutics Ltd.;
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period end covered by this report;
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the period end presented in this report;
|
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period end in which this report is being prepared;
|
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period end covered by this report based on such evaluation; and
|
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 11, 2023
|
|
|
|
/s/ Dale Pfost
|
|
Dale Pfost
|
|
Chief Executive Officer
(principal executive officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 of Chemomab Therapeutics Ltd.;
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period end covered by this report;
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the period end presented in this report;
|
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period end in which this report is being prepared;
|
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period end covered by this report based on such evaluation; and
|
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 11, 2023
|
|
|
|
/s/ Donald Marvin
|
|
Donald Marvin
|
|
Chief Financial Officer
(principal financial and accounting officer)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Dale Pfost
|
|
Dale Pfost
|
|
Chief Executive Officer
(principal executive officer)
|
|
Chemomab Therapeutics Ltd.
|
|
May 11, 2023
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Donald Marvin
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Donald Marvin
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Chief Financial Officer
(principal financial and accounting officer)
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Chemomab Therapeutics Ltd.
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May 11, 2023
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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2023 |
Dec. 31, 2022 |
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Statement of Financial Position [Abstract] | ||
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 650,000,000 | 650,000,000 |
Common Stock, Shares, Issued | 232,636,700 | 232,636,700 |
Common Stock, Shares, Outstanding | 232,636,700 | 232,636,700 |
Treasury Stock, Shares | 11,640,460 | 11,640,460 |
Condensed Consolidated Interim Statements of Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |||
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Mar. 31, 2023 |
Mar. 31, 2022 |
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Operating expenses | ||||
Research and development | $ 6,887 | $ 2,745 | ||
General and administrative | 2,162 | 2,575 | ||
Total operating expenses | 9,049 | 5,320 | ||
Financing income, net | (317) | (216) | ||
Loss before taxes | 8,732 | 5,104 | ||
Taxes on income | 21 | 0 | ||
Net loss for the year | $ 8,753 | $ 5,104 | ||
Basic loss per Ordinary Share | [1] | $ 0.04 | $ 0.022 | |
Diluted loss per Ordinary Share | [1] | $ 0.04 | $ 0.022 | |
Weighted average number of Ordinary Shares outstanding, basic | [1] | 220,996,240 | 228,090,300 | |
Weighted average number of Ordinary Shares outstanding, diluted | [1] | 220,996,240 | 228,090,300 | |
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Condensed Consolidated Interim Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands |
Ordinary Shares [Member] |
Treasury share [Member] |
Additional paid in capital [Member] |
Accumulated Deficit [Member] |
Total |
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Beginning balance at Dec. 31, 2021 | $ 0 | $ 97,639 | $ (36,173) | $ 61,466 | |
Beginning balance (In shares) at Dec. 31, 2021 | 228,090,300 | ||||
Share-based compensation | $ 0 | 874 | 0 | 874 | |
Net loss for the period/year | 0 | $ 0 | 0 | (5,104) | (5,104) |
Ending balance at Mar. 31, 2022 | $ 0 | 98,513 | (41,277) | 57,236 | |
Ending balance (in shares) at Mar. 31, 2022 | 228,090,300 | ||||
Beginning balance at Dec. 31, 2022 | $ 0 | $ (1,218) | 101,260 | (63,819) | 36,223 |
Beginning balance (In shares) at Dec. 31, 2022 | 232,636,700 | (11,640,460) | |||
Share-based compensation | $ 0 | $ 0 | 484 | 0 | 484 |
Net loss for the period/year | 0 | (8,753) | (8,753) | ||
Ending balance at Mar. 31, 2023 | $ 0 | $ (1,218) | $ 101,744 | $ (72,572) | $ 27,954 |
Ending balance (in shares) at Mar. 31, 2023 | 232,636,700 | (11,640,460) |
General |
3 Months Ended | |||||||||||||||
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Mar. 31, 2023 | ||||||||||||||||
Nature Of Operations Disclosure [Abstract] | ||||||||||||||||
General |
Note
1 - General.
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Basis of Presentation and Significant Accounting Policies |
3 Months Ended | ||||||
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Mar. 31, 2023 | |||||||
Accounting Policies [Abstract] | |||||||
Basis of Presentation and Significant Accounting Policies |
Note
2 - Basis of Presentation and Significant Accounting Policies
The
condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been
prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC regarding interim financial reporting and reflect,
in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s
financial position as of March 31, 2023, and its results of operations for the three ended March 31, 2023, and 2022, changes in shareholders’
equity for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. The results
of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending
December 31, 2023 or for any other future annual or interim period. These financial statements should be read in conjunction with the
audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and Form
10-Q for the three months ended March 31, 2023 filed with the SEC. The Company’s significant accounting policies are disclosed in
the audited financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K. Since
the date of such financial statements, there have been no changes to the Company’s significant accounting policies.
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ materially from those estimates. |
Contingencies |
3 Months Ended |
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Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies |
Note
3 - Contingencies
During 2022, the
Israeli tax authority ("ITA”) notified the Company that it had initiated a routine VAT audit to include tax years 2017 through 2020.
The ITA raised several claims, mainly in respect with the recoverability of VAT with respect to Merger Agreement related expenses and
the classification of the Company as a holding company. On July 2022, the ITA proposed a settlement, which the Company rejected. As a
result, the ITA issued an assessment. The Company plans to appeal the ITA’s assessment. The Company has recorded a provision in
2022 which is inherently subjective due to the inherent uncertainty of these matters and the judicial process. Therefore, the outcome
may differ from the estimated liability recorded by the Company during the period. |
Basis of Presentation and Significant Accounting Policies (Policies) |
3 Months Ended | |||
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Mar. 31, 2023 | ||||
Accounting Policies [Abstract] | ||||
Basis of Preparation |
The
condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been
prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC regarding interim financial reporting and reflect,
in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s
financial position as of March 31, 2023, and its results of operations for the three ended March 31, 2023, and 2022, changes in shareholders’
equity for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. The results
of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending
December 31, 2023 or for any other future annual or interim period. These financial statements should be read in conjunction with the
audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and Form
10-Q for the three months ended March 31, 2023 filed with the SEC. The Company’s significant accounting policies are disclosed in
the audited financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K. Since
the date of such financial statements, there have been no changes to the Company’s significant accounting policies.
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Use of estimates |
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ materially from those estimates. |
General (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | 3 Months Ended | 12 Months Ended | ||
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Mar. 22, 2023 |
Apr. 25, 2022 |
Mar. 31, 2023 |
Mar. 31, 2022 |
Dec. 31, 2022 |
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Restructuring Cost and Reserve [Line Items] | |||||
Carryback net operating losses | $ 187 | $ 351 | |||
American Depositary Share ("ADS") [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Gross proceeds from sale under agreement | $ 10,000 | ||||
American Depositary Share ("ADS") [Member] | At The Market Offering Agreement With Cantor Fitzgerald & Co. [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Aggregate offering price | $ 18,125,000 | $ 75,000 | |||
Shares issued under agreement | 699,806 | 130,505 | |||
Average price of shares issued under agreement | $ 22.75 | $ 2.11 | |||
Gross proceeds from sale under agreement | $ 15,917 | $ 275 |
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