Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2020 | Sep. 04, 2020 | Dec. 31, 2019 | |
Document Information Line Items | |||
Entity Registrant Name | PLURISTEM THERAPEUTICS INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Common Stock, Shares Outstanding | 25,554,668 | ||
Entity Public Float | $ 62,304,077 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001158780 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Jun. 30, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Entity File Number | 001-31392 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 98-0351734 | ||
Entity Address, Address Line One | MATAM Advanced Technology Park, Building No. 5, | ||
Entity Address, City or Town | Haifa | ||
Entity Address, Country | IL | ||
Entity Address, Postal Zip Code | 3508409 | ||
Entity Interactive Data Current | Yes | ||
City Area Code | 972 | ||
Document Transition Report | false | ||
Local Phone Number | 74-7108600 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 8,270 | $ 4,106 |
Short-term bank deposits | 37,514 | 19,599 |
Restricted cash | 555 | 692 |
Other current assets | 2,122 | 1,974 |
Total current assets | 48,461 | 26,371 |
LONG-TERM ASSETS: | ||
Long-term deposits and restricted bank deposits | 12,653 | 398 |
Severance pay fund | 631 | 693 |
Property and equipment, net | 2,516 | 3,838 |
Operating lease right-of-use asset | 1,259 | |
Other long-term assets | 12 | 10 |
Total long-term assets | 17,071 | 4,939 |
Total assets | 65,532 | 31,310 |
CURRENT LIABILITIES | ||
Trade payables | 1,968 | 2,281 |
Accrued expenses | 3,018 | 3,744 |
Operating lease liability, current | 1,020 | |
Other accounts payable | 1,981 | 2,133 |
Total current liabilities | 7,987 | 8,158 |
LONG-TERM LIABILITIES | ||
Accrued severance pay | 879 | 950 |
Operating lease liability | 565 | |
Other long-term liabilities | 381 | |
Total long-term liabilities | 1,444 | 1,331 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ EQUITY | ||
Common stock $0.00001 par value per share: Authorized: 60,000,000 shares Issued and outstanding: 25,492,713 shares as of June 30, 2020; 15,082,852 shares as of June 30, 2019 | ||
Additional paid-in capital | 336,257 | 272,825 |
Accumulated deficit | (280,156) | (251,004) |
Total stockholders’ equity | 56,101 | 21,821 |
Total liabilities and stockholders’ equity | $ 65,532 | $ 31,310 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2020 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 25,492,713 | 15,082,852 |
Common stock, shares outstanding | 25,492,713 | 15,082,852 |
Consolidated Statements of Oper
Consolidated Statements of Operations ₪ in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | |
Income Statement [Abstract] | |||
Revenues | $ 23 | $ 54 | $ 50 |
Cost of revenues | (2) | (2) | |
Gross profit | 23 | 52 | 48 |
Operating Expenses: | |||
Research and development expenses | (23,096) | (29,882) | (26,371) |
Less: participation grants by the Israel Innovation Authority, Horizon 2020 and other parties | 1,519 | 3,455 | 3,742 |
Research and development expenses, net | (21,577) | (26,427) | (22,629) |
General and administrative expenses, net | (7,922) | (9,157) | (11,193) |
Other income | 43 | ||
Total operating loss | (29,476) | (35,532) | (33,731) |
Financial income, net | 324 | 225 | 7,605 |
Net loss for the period | $ (29,152) | $ (35,307) | $ (26,126) |
Loss per share: | |||
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (1.60) | $ (2.90) | $ (2.50) |
Weighted average number of shares used in computing basic and diluted net loss per share (in Shares) | shares | 18,197,303 | 12,332,912 | 10,587,677 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (29,152) | $ (35,307) | $ (26,126) |
Other comprehensive loss, net: | |||
Unrealized gain on available-for-sale marketable securities, net | 6,441 | ||
Reclassification adjustment of available-for-sale marketable securities gains realized in net loss, net | (8,440) | ||
Other comprehensive loss | (1,999) | ||
Total comprehensive loss | $ (29,152) | $ (35,307) | $ (28,125) |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | ||
Balance at Jun. 30, 2017 | [1] | $ 217,823 | $ 1,999 | $ (189,571) | $ 30,251 | ||
Balance (in Shares) at Jun. 30, 2017 | [2] | 9,693,879 | |||||
Exercise of options by employees and non-employee consultants | [1] | 42 | 42 | ||||
Exercise of options by employees and non-employee consultants (in Shares) | [2] | 5,050 | |||||
Stock-based compensation to employees, directors and non-employee consultants | [1] | 6,548 | 6,548 | ||||
Stock-based compensation to employees, directors and non-employee consultants (in Shares) | [2] | 314,838 | |||||
Issuance of common stock under At-The Market Agreement, net of issuance costs of $174 (Note 9c) | [1] | 4,985 | 4,985 | ||||
Issuance of common stock under At-The Market Agreement, net of issuance costs of $174 (Note 9c) (in Shares) | [2] | 359,941 | |||||
Issuance of common stock, net of issuance costs of $1,405 (Note 9d) | [1] | 13,646 | 13,646 | ||||
Issuance of common stock, net of issuance costs of $1,405 (Note 9d) (in Shares) | [2] | 900,000 | |||||
Exercise of warrants by investors (Note 9b) | [1] | 1,160 | 1,160 | ||||
Exercise of warrants by investors (Note 9b) (in Shares) | [2] | 82,871 | |||||
Other comprehensive loss, net | [1] | (1,999) | (1,999) | ||||
Net loss | [1] | (26,126) | (26,126) | ||||
Balance at Jun. 30, 2018 | [1] | 244,204 | (215,697) | 28,507 | |||
Balance (in Shares) at Jun. 30, 2018 | [2] | 11,356,579 | |||||
Exercise of options by employees and non-employee consultants | [1] | 8 | 8 | ||||
Exercise of options by employees and non-employee consultants (in Shares) | [2] | 1,850 | |||||
Stock-based compensation to employees, directors and non-employee consultants | [1] | 5,146 | 5,146 | ||||
Stock-based compensation to employees, directors and non-employee consultants (in Shares) | [2] | 317,023 | |||||
Issuance of common stock under At Market Issuance Sales Agreement, and Open Market Sales Agreement, net of aggregate issuance costs of $403 (Note 9c, 9e) | [1] | 4,003 | 4,003 | ||||
Issuance of common stock under At Market Issuance Sales Agreement, and Open Market Sales Agreement, net of aggregate issuance costs of $403 (Note 9c, 9e) (in Shares) | [2] | 407,400 | |||||
Issuance of common stock and warrants related to April 019 offering, net of issuance costs of $1,536 (Note 9f) | [1] | 19,464 | 19,464 | ||||
Issuance of common stock and warrants related to April 019 offering, net of issuance costs of $1,536 (Note 9f) (in Shares) | [2] | 3,000,000 | |||||
Net loss | [1] | (35,307) | (35,307) | ||||
Balance at Jun. 30, 2019 | [1] | 272,825 | (251,004) | 21,821 | |||
Balance (in Shares) at Jun. 30, 2019 | [2] | 15,082,852 | |||||
Exercise of options by employees and non-employee consultants | [1] | ||||||
Exercise of options by employees and non-employee consultants (in Shares) | [2] | 15,884 | |||||
Exercise of warrants by investors (Note 9g) | [1] | 2,707 | 2,707 | ||||
Exercise of warrants by investors (Note 9g) (in Shares) | [2] | 386,678 | |||||
Round up of shares due to reverse stock split effectuated on July 25, 019 (see Note 9a) | [1] | ||||||
Round up of shares due to reverse stock split effectuated on July 25, 019 (see Note 9a) (in Shares) | [2] | 1,292 | |||||
Stock-based compensation to employees, directors and non-employee consultants | [1] | 2,562 | 2,562 | ||||
Stock-based compensation to employees, directors and non-employee consultants (in Shares) | [2] | 357,755 | |||||
Issuance of common stock under Open Market Sales Agreement, net of aggregate issuance costs of $3,573 (Note 9e) | [1] | 43,262 | 43,262 | ||||
Issuance of common stock under Open Market Sales Agreement, net of aggregate issuance costs of $3,573 (Note 9e) (in Shares) | [2] | 8,060,950 | |||||
Issuance of common stock related to May 200 registered direct offering, net of issuance costs of $99 (Note 9h) | [1] | 14,901 | 14,901 | ||||
Issuance of common stock related to May 200 registered direct offering, net of issuance costs of $99 (Note 9h) (in Shares) | [2] | 1,587,302 | |||||
Net loss | [1] | (29,152) | (29,152) | ||||
Balance at Jun. 30, 2020 | [1] | $ 336,257 | $ (280,156) | $ 56,101 | |||
Balance (in Shares) at Jun. 30, 2020 | [2] | 25,492,713 | |||||
[1] | Less than $1 | ||||||
[2] | See note 9a for reverse stock split |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders’ Equity (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||
Aggregate net of issuance costs | $ 3,573 | $ 403 | $ 174 |
Issuance of common stock and warrants, issuance costs | $ 99 | $ 1,536 | $ 1,405 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (29,152) | $ (35,307) | $ (26,126) |
Depreciation | 1,570 | 1,962 | 2,018 |
Loss from sale of property and equipment, net | 6 | ||
Accretion of discount, amortization of premium and changes in accrued interest of marketable securities | 11 | ||
Gain from sale of investments of available-for-sale marketable securities | (8,440) | ||
Other-than-temporary loss of available-for-sale marketable securities | 850 | ||
Stock-based compensation to employees, directors and non-employee consultants | 2,562 | 5,146 | 6,548 |
Decrease (increase) in accounts receivable from the IIA | 37 | (121) | 978 |
Increase in other current and other long-term assets | (187) | (397) | (59) |
Increase (decrease) in trade payables | (291) | (863) | 1,212 |
Decrease in operating lease right-of-use asset and liability, net and effect of exchange rate differences | (295) | ||
Increase (decrease) in other accounts payable, accrued expenses, other long-term liabilities and other current liabilities | (638) | 86 | 1,600 |
Decrease (increase) in interest receivable on short-term deposits | 45 | 68 | (128) |
Linkage differences and interest on short and long-term deposits and restricted bank deposits | (11) | (3) | 5 |
Accrued severance pay, net | (9) | (24) | 145 |
Net cash used in operating activities | (26,369) | (29,453) | (21,380) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (270) | (239) | (342) |
Proceeds from (investment in) short-term deposits | (17,949) | 1,415 | (14,721) |
Investment in long-term deposits | (12,239) | (6) | |
Proceeds from sale of available-for-sale marketable securities | 21,881 | ||
Proceeds from redemption of available-for-sale marketable securities | 9 | ||
Investment in available-for-sale marketable securities | (1,146) | ||
Net cash provided by investing activities | (30,458) | 1,170 | 5,681 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds related to issuance of common stock, net of issuance costs | 58,163 | 23,467 | 18,631 |
Proceeds with respect to Israel-United States Binational Industrial Research and Development Foundation | 107 | 88 | |
Exercise of options and warrants | 2,707 | 8 | 1,202 |
Net cash provided by financing activities | 60,870 | 23,582 | 19,921 |
Increase (decrease) in cash, cash equivalents and restricted cash | 4,043 | (4,701) | 4,222 |
Cash, cash equivalents and restricted cash at the beginning of the period | 5,186 | 9,887 | 5,665 |
Cash, cash equivalents and restricted cash at the end of the period | 9,229 | 5,186 | 9,887 |
(a) Supplemental disclosure of cash flow activities: | |||
Cash paid during the period for: Taxes paid due to non-deductible expenses | 10 | 10 | 27 |
(b) Supplemental disclosure of non-cash activities: | |||
Purchase of property and equipment on credit | $ 32 | $ 54 | $ 171 |
General
General | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. Pluristem Therapeutics Inc., a Nevada corporation (“Pluristem Therapeutics”), was incorporated on May 11, 2001. Pluristem Therapeutics has a wholly owned subsidiary, Pluristem Ltd. (the “Subsidiary”), which is incorporated under the laws of the State of Israel. In January 2020, the Subsidiary established a wholly owned subsidiary, Pluristem GmbH (the “German Subsidiary”) which is incorporated under the laws of Germany. Pluristem Therapeutics, the Subsidiary and the German Subsidiary are referred to as the “Company” or “Pluristem”. The Company’s shares of common stock are traded on the Nasdaq Capital Market and on the Tel-Aviv Stock Exchange under the symbol “PSTI”. b. The Company is a bio-therapeutics company developing placenta-based cell therapy product candidates for the treatment of multiple ischemic, inflammatory and hematologic conditions. The Company has also initiated a compassionate use programs in the United States and Israel and commenced enrollment in its Phase II study of PLX cells for the treatment of severe COVID-19 complicated by Acute Respiratory Distress Syndrome (“ARDS”). The Company has incurred an accumulated deficit of approximately $280,156 and incurred recurring operating losses and negative cash flows from operating activities since inception. As of June 30, 2020, the Company’s total stockholders’ equity amounted to $56,101. During the year ended June 30, 2020, the Company incurred operating losses of $29,476 and its negative cash flow from operating activities was $26,369. As of June 30, 2020, the Company’s cash position (cash and cash equivalents, short-term bank deposits and restricted cash and long-term bank deposits) totaled approximately $58,992. The Company plans to continue to finance its operations with the current resources and potential funds it will obtain from the European Investment Bank (the “EIB”) finance contract (the “Finance Contract”) (See note 1c) once certain milestones are reached, and also by entering into licensing or other commercial agreements, grants to support its research and development activities and with sales of equity securities. Management believes that these funds, together with its existing operating plan, are sufficient for the Company to meet its obligations as they come due at least for a period of twelve months from the date of the issuance of these consolidated financial statements. There are no assurances, however, that the Company will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of its product. c. EIB Finance contract On April 30, 2020, Pluristem entered into a Finance Contract with the EIB, pursuant to which the German Subsidiary can obtain a loan in the amount of up to €50 million, subject to certain milestones being reached (the “Loan”), payable in three tranches, with the first tranche consisting of €20 million, second of €18 million and third of €12 million for a period of 36 months from the signing of the Finance Contract. The Tranches will be treated independently, each with its own interest rate and maturity period. The fixed interest rate is 0% per year for the First Tranche and 1% for each of the Second Tranche and Third Tranche. The deferred interest rate is 4% per year for the First Tranche, 3% for the Second Tranche and 2% for the Third Tranche. In addition to any interest payable on the Loan, EIB is entitled to receive royalties from future revenues, if any, of Pluristem for a period of seven years starting in 2024, in an amount equal to between 0.2% to 2.3% of the Company’s consolidated revenues, pro-rated to the amount disbursed from the Loan to Pluristem beginning in the fiscal year 2024 and continuing up to and including its fiscal year 2030. As of June 30, 2020 Pluristem has not yet disbursed any tranche of the Finance Contract. CHA Agreement On June 26, 2013, Pluristem entered into an exclusive license and commercialization agreement (the “CHA Agreement”) with CHA Biotech Co. Ltd. (“CHA”), for conducting clinical trials and commercialization of Pluristem’s PLX-PAD product in South Korea in connection with two indications: the treatment of Critical Limb Ischemia (“CLI”), and IntermittentClaudication (collectively with CLI, the “Indications”). Under the terms of the CHA Agreement, CHA will receive exclusive rights in South Korea for conducting clinical trials with respect to the Indications and the Company will continue to retain rights to its proprietary manufacturing technology and cell-related intellectual property. CHA participated in the Phase II trial in Intermittent Claudication. Upon the first regulatory approval for a PLX product in South Korea, for the specified Indications, Pluristem and CHA will establish an equally owned joint venture to commercialize PLX cell products in South Korea. Pluristem will be able to use the data generated by CHA to pursue the development of PLX product candidates outside of South Korea. The CHA Agreement contains customary termination provisions, including in the event the parties do not reach an agreement upon development plan for conducting the clinical trials. Upon termination of the CHA Agreement, the license granted thereunder will terminate and all rights included therein will revert to the Company, and the Company will be free to enter into agreements with any other third parties for the granting of a license in or outside South Korea or to deal in any other manner with such rights as it shall see fit at its sole discretion. Chart Industries Agreement In November 2018, the Company entered into a license agreement with a subsidiary of Chart Industries, Inc. (“Chart”), regarding the Company’s thawing device for cell-based therapies. Pursuant to the terms of the agreement, Chart obtained the exclusive rights to manufacture and market the thawing device in all territories worldwide, excluding Greater China, and the Company is entitled to receive royalties from sales of the product and supply of an agreed upon number of thawing devices. Royalties shall commence on the date of Chart’s first commercial sale of the thawing device. As of June 30, 2020, commercial sale of the thawing device by Chart has not yet begun. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on consistent basis. a. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, judgments, and assumptions that are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. b. Functional currency Most of Pluristem Therapeutics’ costs and assets are denominated in United States dollars (“dollar”). The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company operates. Thus, the dollar is the Company’s functional and reporting currency. Accordingly, non-dollar denominated transactions and balances have been re-measured into the functional currency in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses from the re-measured monetary balance sheet items are reflected in the statements of income as financial income or expenses, as appropriate. c. Principles of consolidation The consolidated financial statements include the accounts of Pluristem Therapeutics and the Subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. d. Cash and cash equivalents Cash equivalents are short-term highly liquid investments that are readily convertible to cash with maturities of three months or less at the date acquired. e. Short-term bank deposit Bank deposits with original maturities of more than three months but less than one year are presented as part of short-term investments. Deposits are presented at their cost which approximates market values including accrued interest. Interest on deposits is recorded as financial income. f. Restricted cash and short-term bank deposits Short-term restricted bank deposits and restricted cash used to secure derivative and hedging transactions and the Company’s credit line. The restricted cash and short-term bank deposits are presented at cost which approximates market values including accrued interest. g. Long-term restricted bank deposits Long-term restricted bank deposits with maturities of more than one year used to secure operating lease agreement are presented at cost which approximates market values including accrued interest. h. Investment in marketable securities The Company accounts for its investments in marketable securities in accordance with ASC 320, “Investments – Debt and Equity Securities”. The Company determines the classification of marketable securities at the time of purchase and re-evaluates such designations as of each balance sheet date. The Company classifies all of its marketable securities as available-for-sale. Available-for-sale marketable securities are carried at fair value, with the unrealized gain and loss reported at “accumulated other comprehensive income (loss)” in the statement of changes in stockholders’ equity. Realized gain and loss on sales of marketable securities are included in the Company’s “Financial income, net” and are derived using the specific identification basis for determining the cost of marketable securities sold. The amortized cost of available for sale debt marketable securities is adjusted for amortization of premiums and accretion of discount to maturity. Such amortization, together with coupon interest on available for sale marketable securities, is included in the “Financial income, net”. The Company recognizes an impairment charge when a decline in the fair value of its available-for-sale marketable securities below the cost basis is judged to be other than temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time the investment has been in a loss position, the extent to which the fair value has been less than the Company’s cost basis, the reason for the decline in value, the potential recovery period and the Company’s intent to sell, including whether it is more likely than not that the Company will be required to sell the investment before recovery of cost basis. ASC 320-10-35, “Investments - Debt and Equity Securities”, requires other-than-temporary impairment for debt securities to be separated into (a) the amount representing the credit loss and (b) the amount related to all other factors (provided that the Company does not intend to sell the security and it is not more likely than not that it will be required to sell it before recovery). For securities that are deemed other-than-temporarily impaired, the amount of impairment is recognized in “financial income, net”, in the statement of operations and is limited to the amount related to credit loss, while impairment related to other factors is recognized in “other comprehensive income (loss)”. During the year ended June 30, 2018, the Company recognized other-than-temporary impairment loss of $850 (see Note 3). During the years ended June 30, 2020 and 2019, the Company did not recognize any other-than-temporary impairment loss. i. Revenue Recognition On July 1, 2017, the Company adopted ASC 606, “Revenue from Contracts with Customers” using the modified retrospective method. Results for reporting periods beginning after July 1, 2017 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 605. Revenue Recognition from sales of products: Revenues are recognized when control of the promised goods is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. The Company determines revenue recognition through the following steps: ● identification of the contract with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, the Company satisfies a performance obligation. The Company’s contracts with its customers are expected to include one type of product and thus have only one performance obligation, which is the transfer of control of the product. The Company’s PLX cells have an alternative use and, as such, the performance obligation is considered to be satisfied at a point in time where the customer obtains control over the product. The Company’s contract with Chart includes variable consideration for which the Company estimates the most likely amount that should be included in the transaction price subject to constraints based on the specific facts and circumstances. Pursuant to the terms of the agreement, the Company is entitled to receive royalties from sales of the product and supply of an agreed upon number of thawing devices. Royalties shall commence on the date of Chart’s first commercial sale of the thawing device. As of June 30, 2020, commercial sales of the thawing device by Chart have not begun. Based on the Company’s assessment, it is not probable that a significant reversal in the amount of cumulative revenue recognized will not occur, and therefore the Company is unable to recognize revenues with respect to the Chart agreement before the uncertainty associated with the variable consideration is subsequently resolved. j. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Laboratory equipment 10-40 Computers and peripheral equipment 33 Office furniture and equipment 15 Leasehold improvements The shorter of the expected useful life or the reasonable assumed term of the lease. k. Impairment of long-lived assets The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During fiscal years 2020, 2019 and 2018, no impairment losses have been identified. l. Accounting for stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. The Company accounts for employee’s share-based payment awards classified as equity awards (restricted stock (“RS”) or restricted stock units (“RSUs”)) using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite service period, net of estimated forfeitures. The Company estimates forfeitures based on historical experience and anticipated future conditions. The Company recognized compensation cost for an award with service conditions and goals achievement that has a graded vesting schedule using the accelerated method based on the multiple-option award approach. The assumptions below are relevant to RS and RSUs granted in 2020, 2019 and 2018: In accordance with ASC 718, RS and RSUs are measured at their fair value. All RS and RSUs to employees and directors granted in 2020, 2019 and 2018, were granted for no consideration; therefore, their fair value was equal to the share price at the date of grant. The fair value of all RS and RSUs was determined based on the close trading price of the Company’s shares known at the grant date. The weighted average grant date fair value of shares granted during 2020, 2019 and 2018, was $3.65, $8.70 and $14.00 per share, respectively. During fiscal years 2020, 2019 and 2018, there were no options granted to employees or directors. m. Research and Development expenses and royalty bearing grants Research and development expenses, net of participations grants, are charged to the statement of operations as incurred. Pluristem receives grants from the Israel Innovation Authority (“IIA”) in the Ministry of Economy and Industry for the purpose of partially funding approved research and development projects. The grants are not to be repaid, but instead Pluristem is obliged to pay royalties as a percentage of future sales if and when sales from the funded projects are generated. These grants are recognized as a deduction from research and development costs at the time the Company is entitled to such grants on the basis of the research and development costs incurred. Since the payment of royalties is not probable when the grants are received, the Company records a liability in the amount of the estimated royalties for each individual contract, when the related revenues are recognized, as part of Cost of revenues. For more information regarding such royalties commitments and regarding grants and participation received, see Note 8. n. Non-royalty bearing grant The Company participates in European Union research and development consortiums under Horizon 2020. In August 2016, the CLI program consortium was awarded a Euro 7,600 thousands (approximately $8,500) non-royalty bearing grant, of which, an amount of Euro 1,900 thousands (approximately $2,100) is a direct grant allocated to the Company. In July 2017, the consortium amended the consortium agreement, pursuant to which the original grant allocation was amended such that the Company received an additional direct grant of Euro 1,000 thousands (approximately $1,100). The additional direct grant was allocated to the Company from the total amount of the original grant. In September 2017, the Company’s Phase III study of PLX-PAD cell therapy in the treatment of muscle injury following surgery for hip fracture was awarded a Euro 7,400 thousands (approximately $8,300) grant, of which, an amount of Euro 2,550 thousands (approximately $2,900) is a direct grant allocated to the Company. In October 2017, the “nTRACK”, a collaborative project carried out by an international consortium led by LEITAT, was awarded a Euro 6,800 thousands (approximately $7,600) non-royalty bearing grant, of which, an amount of Euro 500 thousands (approximately $560) is a direct grant allocated to the Company. In May 2020, the Company was selected as a member of the CRISPR-IL consortium, a group funded by the IIA. CRISPR-IL brings together the leading experts in life science and computer science from academia, medicine, and industry, to develop artificial intelligence (AI) based end-to-end genome-editing solutions. CRISPR-IL is funded by the IIA with a total budget of approximately $10,000, of which, an amount of approximately $480 is a direct grant allocated to the Company, for a period of 18 months, with a potential for extension of an additional 18 months and additional budget from the IIA. The non-royalty bearing grants for funding the projects are recognized at the time the Company is entitled to each such grant on the basis of the related costs incurred and recorded as a deduction from research and development expenses. o. Loss per share Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. All outstanding stock options and unvested RSUs have been excluded from the calculation of the diluted loss per common share because all such securities are anti-dilutive for each of the periods presented. The total weighted average number of shares related to the outstanding options, warrants and RSU’s excluded from the calculations of diluted net earnings per share due to their anti-dilutive effect was 3,708,807, 4,942,491 and 1,900,905 for the years ended June 30, 2020, 2019 and 2018, respectively. p. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). This Topic prescribes the use of the liability method, whereby deferred tax assets and liability account balances 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. ASC 740 establishes a single model to address accounting for uncertain tax positions. ASC 740 clarified the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. q. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, short-term deposits, long-term deposits and restricted deposits. The majority of the Company’s cash and cash equivalents, restricted cash and short-term and long-term deposits are mainly invested in dollar instruments of major banks in Israel and in the United States. Deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, these deposits may be redeemed upon demand and therefore bear minimal risk. The Company invests its surplus cash in cash deposits in financial institutions and has established guidelines, approved by the Company’s Investment Committee, relating to diversification and maturities to maintain safety and liquidity of the investments. The Company utilizes options and forward contracts to protect against the risk of overall changes in exchange rates. The derivative instruments hedge a portion of the Company’s non-dollar currency exposure. Counterparties to the Company’s derivative instruments are all major financial institutions. r. Severance pay A majority of the Company’s agreements with employees in Israel are subject to Section 14 of the Israeli Severance Pay Law, 1963 (“Severance Pay Law”). The Company’s contributions for severance pay have replaced its severance obligation. Upon contribution of the full amount of the employee’s monthly salary for each year of employment, no additional calculations are conducted between the parties regarding the matter of severance pay and no additional payments are made by the Company to the employee. Further, the related obligation and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheet, as the Company is legally released from the obligation to employees once the deposit amounts have been paid. For some employees, which their agreement is not subject to Section 14 of the Severance Pay Law, the Subsidiary’s liability for severance pay is calculated pursuant to Israeli Severance Pay Law, based on the most recent salary of the employees multiplied by the number of years of employment, as of the balance sheet date. Employees are entitled to one month’s salary for each year of employment or a portion thereof. The Company’s liability for all of its employees is fully provided by monthly deposits with insurance policies and by an accrual. The value of these policies is recorded as an asset in the Company’s balance sheet. The deposited funds include profits or losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash surrendered value of these policies, and includes immaterial profits or losses. Severance expenses for the years ended June 30, 2020, 2019 and 2018 were $604, $632 and $822, respectively. s. Fair value of financial instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, short-term and restricted bank deposits, accounts receivable and other current assets, trade payable and other accounts payable and accrued liabilities, approximate fair value because of their generally short term maturities. The Company measures its investments in marketable securities and derivative instruments at fair value under ASC 820. 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 Level 2 Level 3 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company categorized each of its fair value measurements in one of these three levels of hierarchy (see Note 4). t. Derivative financial instruments The Company accounts for derivatives and hedging based on ASC 815, “Derivatives and hedging”, as amended and related interpretations. ASC 815 requires the Company to recognize all derivatives on the balance sheet at fair value. If a derivative meets the definition of a hedge and is so designated, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings (for fair value hedge transactions) or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings (for cash flow hedge transactions). If a derivative does not meet the definition of a hedge, the changes in the fair value are included in earnings. Cash flows related to such hedges are classified as operating activities. The Company enters into option contracts in order to limit the exposure to exchange rate fluctuation associated with expenses mainly incurred in New Israeli Shekels (“NIS”). Since the derivative instruments that the Company holds do not meet the definition of hedging instruments under ASC 815, any gain or loss derived from such instruments is recognized immediately as “financial income, net”. The Company measured the fair value of the contracts in accordance with ASC 820. Foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. As of June 30, 2020, the fair value of the options contracts was approximately $67 and is presented in “other current assets” (see Note 4). The net gains (losses) recognized in “Financial income, net” during the years ended June 30, 2020, 2019 and 2018, were $13, $(105) and $(264), respectively. u. Comprehensive loss: The Company accounts for comprehensive income (loss) in accordance with ASC 220, “Comprehensive Income”. Comprehensive income generally represents all changes in stockholders’ equity during the period except those resulting from investments by, or distributions to, stockholders’. The Company determined that its items of other comprehensive income (loss) relate to unrealized gains and losses on available for sale marketable securities. v. Reclassifications: Certain financial statement data for prior years have been reclassified to conform to current year financial statement presentation. w. Recently Adopted Accounting Pronouncement Accounting Standards Update (“ASU”) No. 2016-02 - “Leases” (“Topic 842”) and ASU No. 2018-11, “Targeted Improvements - Leases” (Topic 842): In February 2016 and July 2018, the Financial Accounting Standards Board (“FASB”) issued guidance on the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether a lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting treatment requirements under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. Topic 842 supersedes the previous leases standard, ASC 840, “Leases”. The guidance is effective for annual periods beginning on or after December 15, 2018, or July 1, 2019 for the Company, and interim periods within those fiscal years with early adoption permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company adopted the new standard as of July 1, 2019, using the modified retrospective approach. Consequently, prior period balances and disclosures have not been restated. The Company has elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. The adoption of Topic 842 resulted in the elimination of deferred participation payments of $240 and $381 in current and long-term liabilities in the Company’s consolidated balance sheets, respectively. Additionally, the Company included in its balance sheet, at adoption, operating right-of-use assets, short-term operating lease liabilities and long-term operating lease liabilities of $1,631, $964 and $1,261, respectively. The standard had no material impact on the Company’s net loss or its cash flows. For additional information regarding the Company’s accounting for leases, please refer to Note 7. ASU No. 2018-07 - “Compensation—Stock Compensation” (Topic 718) (“ASU No. 2018-07”): In June 2018, the FASB issued ASU No. 2018-07. The ASU expands the scope of ASU No. 2018-07 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply ASU No. 2018-07 to nonemployee awards except with respect to option pricing models and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that ASU No. 2018-07 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, or July 1, 2019 for the Company, and interim periods within those fiscal years with early adoption permitted. The Company adopted the new standard as of July 1, 2019, and the new standard had no material impact on its consolidated financial statements. ASU No. 2017-12 - “Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities” (“ASU No. 2017-12”): In August 2017, the FASB issued ASU No. 2017-12, which is intended to simplify and amend the application of hedge accounting to more clearly portray the economics of an entity’s risk management strategies in its financial statements. The ASU will make more financial and nonfinancial hedging strategies eligible for hedge accounting, reduce complexity in fair value hedges of interest rate risk and ease certain documentation and assessment requirements of hedge effectiveness. It also changes how companies assess effectiveness of the hedge and amends the presentation and disclosure requirements relating to hedging activities. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, or July 1, 2019, for the Company. The Company adopted the new standard as of July 1, 2019 and the standard had no impact on the Company’s consolidated financial statements. x. Recently Issued Accounting Pronouncements ASU No. 2018-18 - “Collaborative Arrangements (Topic 808) - Clarifying the Interaction between Topic 808 and Topic 606” (“ASU No. 2018-18”): In November 2018, the FASB issued ASU No. 2018-18, which clarifies the interaction between Topic 808 and Topic 606 by (1) clarifying that certain transactions between collaborative arrangement participants should be accounted for under Topic 606, (2) adding unit-of-account guidance in Topic 808 to align with the guidance in Topic 606, and (3) clarifying presentation guidance for transactions with a collaborative arrangement participant that are not accounted for under Topic 606. ASU 2018-18 is effective for fiscal years beginning after December 15, 2019, or July 1, 2020 for the Company. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements. ASU No. 2016-13 -, “Financial Instruments - Credit Losses (Topic 326) In September 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements. ASU No. 2019-10 -, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission (the “SEC”)) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, or July 1, 2023 for the Company, including interim periods within those fiscal periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Jun. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 3:- MARKETABLE SECURITIES The Company has invested in highly-rated securities. When evaluating the investments for other-than-temporary impairment, the Company has reviewed factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the investment’s amortized cost basis. The Company recognized other-than-temporary impairment loss on outstanding securities during the year ended June 30, 2018 of $850. The Company did not recognize any other-than-temporary impairment loss on outstanding securities during the year ended June 30, 2020 and 2019. During the year ended June 30, 2018, the Company sold marketable securities for aggregate net proceeds (including redemptions) of approximately $21,890, representing a net gain of $8,440. The proceeds from the sale of such marketable securities are included in “Financial income, net”, for the year ended June 30, 2018. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Jun. 30, 2020 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4:- OTHER CURRENT ASSETS June 30, 2020 2019 Accounts receivable from the Horizon 2020 grants $ 1,071 $ 991 Prepaid expenses 445 532 Accounts receivable from the IIA 142 179 Value Added Tax (VAT) receivables 336 125 Accounts receivable from the Ministry of Economy and Industry 35 73 Derivatives not designated as hedge instruments 67 21 Other receivables 26 53 Total $ 2,122 $ 1,974 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5:- PROPERTY AND EQUIPMENT, NET June 30, 2020 2019 Cost: Laboratory equipment $ 6,514 $ 6,435 Computers and peripheral equipment 1,322 1,274 Office furniture and equipment 681 681 Leasehold improvements 8,661 8,614 Total Cost 17,178 17,004 Accumulated depreciation: Laboratory equipment 5,955 5,634 Computers and peripheral equipment 1,221 1,147 Office furniture and equipment 646 600 Leasehold improvements 6,840 5,785 Total accumulated depreciation 14,662 13,166 Property and equipment, net $ 2,516 $ 3,838 Depreciation expenses amounted to $1,570, $1,962 and $2,018, for the years ended June 30, 2020, 2019 and 2018, respectively. During the fiscal years ended June 30, 2020 and 2019, the Company recorded a reduction of $ 74 and $9, respectively, to the cost accumulated depreciation of fully depreciated equipment no longer in use. |
Other Accounts Payable
Other Accounts Payable | 12 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
OTHER ACCOUNTS PAYABLE | NOTE 6:- OTHER ACCOUNTS PAYABLE June 30, 2020 2019 Accrued vacation 928 974 Deferred income from the nTRACK Horizon 2020 grant 126 - Accrued payroll 489 486 Payroll institutions 438 433 Other payables - 240 Total $ 1,981 $ 2,133 |
Leases
Leases | 12 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 7:- LEASES The right-of-use asset and lease liability are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate based on the information available at the date of adoption in determining the present value of the lease payments. The Company’s incremental borrowing rate is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. The Company has various operating leases for office space and vehicles that expire through 2023. Below is a summary of our operating right-of-use assets and operating lease liabilities as of June 30, 2020: June 30, Operating right-of-use assets $ 1,259 Operating lease liabilities, current 1,020 Operating lease liabilities long-term 565 Total operating lease liabilities $ 1,585 The operating lease right-of-use assets are presented in long term assets net after elimination of deferred participation payments from Matam High-Tech and Business Park of $240 and $381 in current and long-term liabilities in the Company’s consolidated balance sheets, respectively. Minimum lease payments for the Company’s right-of-use (“ROU”) assets over the remaining lease periods as of June 30, 2020 are as follows: June 30, 2021 1,123 2022 563 2023 20 Total undiscounted lease payments $ 1,706 Less: Interest 121 Present value of lease liabilities $ 1,585 The components of lease expense and supplemental cash flow information related to leases for the year ended June 30, 2020 were as follows: Year ended June 30, Components of lease expense Operating lease cost $ 1,167 Sublease income $ 51 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities $ 1,152 Supplemental non-cash information related to lease liabilities arising from obtaining ROU assets $ 83 As of June 30, 2020, the weighted average remaining lease term is 1.7 years, and the weighted average discount rate is 10 percent. The discount rate was determined based on the estimated collateralized borrowing rate of the Company, adjusted to the specific lease term and location of each lease. As of June 30, 2020, the aggregate minimum lease commitments under the active operating lease agreements are $ 1,706. As of June 30, 2019, the aggregate minimum lease commitments under the active operating lease agreements are $2,641. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8:- COMMITMENTS AND CONTINGENCIES a. An amount of $555 of cash and deposits was pledged by the Subsidiary to secure certain derivatives and hedging transactions, a credit line and bank guarantees as of June 30, 2020. b. Under the Law for the Encouragement of Industrial Research and Development, 1984, (the “Research Law”), research and development programs that meet specified criteria and are approved by the IIA are eligible for grants of up to 50% of the project’s expenditures, as determined by the research committee, in exchange for the payment of royalties from the sale of products developed under the program. Regulations under the Research Law generally provide for the payment of royalties to the IIA of 3% on sales of products and services derived from a technology developed using these grants until 100% of the dollar-linked grant is repaid. The Company’s obligation to pay these royalties is contingent on its actual sale of such products and services. In the absence of such sales, no payment is required. Outstanding balance of the grants will be subject to interest at a rate equal to the 12 month LIBOR applicable to dollar deposits that is published on the first business day of each calendar year. Following the full repayment of the grant, there is no further liability for royalties. Through June 30, 2020, total grants obtained aggregated to approximately $27,685 and total royalties paid and accrued amounted to $169. As of June 30, 2020, the Company’s liability in respect to royalties to the IIA amounted to $27,516, not including LIBOR interest as described above. c. The Company has been awarded a marketing grant under the “Smart Money” program of the Israeli Ministry of Economy and Industry. The program’s aim is to assist companies to extend their activities in international markets. The goal market that was chosen was Japan. The Israeli government granted the Company budget resources that are intended to be used to advance the Company’s product candidate towards marketing in Japan and for regulatory activities there. As part of the program, the Company will repay royalties of 5% from the Company’s income in Japan during five years, starting the year in which the Company will not be entitled to reimbursement of expenses under the program and will be spread for a period of up to 5 years or until the amount of the grant is fully paid. As of June 30, 2020, total grants obtained under this Smart Money program amounted to approximately $112. As of June 30, 2020, the Company’s contingent liability with respect to royalties for this “Smart Money” program was $112 and no royalties were paid or accrued. d. The Company was awarded an additional Smart Money grant of approximately $229 from Israel’s Ministry of Economy and Industry to facilitate certain marketing and business development activities with respect to its advanced cell therapy products in the Chinese market, including Hong Kong. The Israeli government granted the Company budget resources that are intended to be used to advance the Company’s product candidate towards marketing in the China-Hong Kong markets. The Company will also receive close support from Israel’s trade representatives stationed in China, including Hong Kong, along with experts appointed by the Smart Money program. As part of the program, the Company will repay royalties of 5% from the Company’s revenues in the region for a five year period, beginning the year in which the Company will not be entitled to reimbursement of expenses under the program and will be spread for a period of up to 5 years or until the amount of the grant is fully paid. As of June 30, 2020, the aggregate amount of grant obtained from this Smart Money program was approximately $129. As of June 30, 2020, the Company’s contingent liability with respect to royalties for this “Smart Money” program is $129 and no royalties were paid or accrued. e. In September 2017, the Company signed an agreement with the Tel-Aviv Sourasky Medical Center (Ichilov Hospital) to conduct a Phase I/II trial of PLX-PAD cell therapy for the treatment of Steroid-Refractory Chronic Graft-Versus-Host-Disease (“ ”). As part of the agreement with the Tel-Aviv Sourasky Medical Center (Ichilov Hospital), the Company will pay royalties of 1% from its net sales of the PLX-PAD product relating to , with a maximum aggregate royalty amount of approximately $250. f. In July 2018, the Company was awarded a marketing grant of approximately $52 under the “Shalav” program of the Israeli Ministry of Economy and Industry. The grant is intended to facilitate certain marketing and business development activities with respect to the Company’s advanced cell therapy products in the U.S. market. As part of the program, the Company will repay royalties of 3%, but only with respect to the Company’s revenues in the U.S. market in excess of $250 of its revenues in fiscal year 2018, upon the earlier of the five year period beginning the year in which the Company will not be entitled to reimbursement of expenses under the program and/or until the amount of the grant, which is linked to the Consumer Price Index, is fully paid. As of June 30, 2020, total grants obtained under the “Shalav” program amounted to approximately $49. As of June 30, 2020, the Company’s contingent liability with respect to royalties for the “Shalav” program was $49 and no royalties were paid or accrued. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9:- STOCKHOLDERS’ EQUITY The Company’s authorized common stock consists of 60,000,000 shares with a par value of $0.00001 per share. All shares have equal voting rights and are entitled to one vote per share in all matters to be voted upon by stockholders. The shares have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Board of Directors out of funds legally available. The Company’s authorized preferred stock consists of 1,000,000 shares of preferred stock, par value $0.00001 per share, with series, rights, preferences, privileges and restrictions as may be designated from time to time by the Company’s Board of Directors. No shares of preferred stock have been issued. a. Reverse stock split: In July 2019, the Board of Directors approved a 1-for-10 reverse stock split of the Company’s (a) authorized shares of common stock; (b) issued and outstanding shares of common stock and (c) authorized shares of preferred stock. The reverse split became effective on July 25, 2019. The reverse stock split will not have any effect on the stated par value of the common stock. All shares of common stock, options, warrants and securities convertible or exercisable into shares of common stock, as well as loss per share, have been adjusted to give retroactive effect to this reverse stock split for all periods presented. b. In the year ended June 30, 2018, a total of 828,703 warrants from a January 2017 offering were exercised by investors at an exercise price of $14.00 per share, resulting in the issuance of 82,871 shares of common stock for net proceeds of approximately $1,160. c. In July 2017, pursuant to a shelf registration statement on Form S-3, declared effective by the SEC on June 23, 2017, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with FBR Capital Markets & Co., MLV & Co. LLC and Oppenheimer & Co. Inc. (collectively, the “Agents”), which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of common stock having an aggregate offering price of up to $80,000 through the Agents acting as sales agent. During the year ended June 30, 2018, the Company sold 359,941 shares of common stock under the ATM Agreement at an average price of $14.30 per share for aggregate proceeds of approximately $4,985, net of issuance expenses of $174. During the year ended June 30, 2019, the Company sold 170,600 shares of common stock under the ATM Agreement at an average price of $12.30 per share for aggregate proceeds of approximately $1,952, net of issuance expenses of $148. On February 4, 2019, the Company notified the Agents of the termination of the ATM Agreement. d. On October 31, 2017, the Company completed a public offering in Israel, pursuant to the Company’s existing shelf registration statement on Form S-3 in the United States and a shelf registration statement filed in Israel, pursuant to which the Company raised aggregate gross proceeds of $15,051 through the sale of 900,000 shares of the Company’s common stock at a purchase price of NIS 59 (approximately $16.70) per share. The net proceeds, after deducting fees and expenses related to the offering, were approximately $13,646. e. Pursuant to a shelf registration on Form S-3 declared effective by the SEC on June 23, 2017, on February 6, 2019, the Company entered into the Open Market Sale Agreement SM During the year ended June 30, 2020, the Company sold 8,060,950 shares of common stock under the Sales Agreement at an average price of $5.81 per share for aggregate net proceeds of approximately $43,262, net of issuance expenses of $3,573. On June 30, 2020, the shelf registration statement on Form S-3 declared effective by the SEC on June 23, 2017expired , and as a result thereof, the Sales Agreement was terminated. f. On April 8, 2019, the Company sold, pursuant to an underwriting agreement relating to a firm commitment public offering (the “Public Offering”), an aggregate of 2,857,143 shares of common stock and warrants to purchase 2,857,143 shares of common stock, inclusive of the underwriter’s over-allotment option which was exercised in full, for aggregate gross proceeds of $20,000. The warrants issued in the Public Offering are exercisable for a period of five years from issuance and have an exercise price of $7.00 per share. In addition, on April 8, 2019, the Company sold, pursuant to a subscription agreement with a certain investor in a registered direct offering (the “Registered Direct Offering”), 142,857 shares of common stock, for aggregate gross proceeds of $1,000. The net proceeds from the Public Offering and the Registered Direct Offering, after deducting underwriting commissions and discounts and other expenses related to the offerings, were $19,464. As of June 30, 2020, 2,470,465 warrants to purchase share of our common stock are outstanding. g. In the year ended June 30, 2020, a total of 386,678 warrants to purchase shares from the April 2019 offering were exercised by investors at an exercise price of $7.00 per share, resulting in the issuance of 386,678 shares of common stock for net proceeds of approximately $2,707. h. On May 5, 2020, the Company entered into a securities purchase agreement with two institutional investors (the “Investors”) pursuant to which the Company sold, in a registered public offering directly to the Investors, 1,587,302 shares of common stock for net proceeds of approximately $14,901. i. Stock options, RS and RSUs to employees, directors and consultants: The Company adopted, after receiving stockholder approval, the 2005 Stock Option Plan in 2005 (the “2005 Plan”). Under the 2005 Plan, stock options, RS and RSUs were granted to the Company’s officers, directors, employees and consultants. The 2005 Plan expired on December 31, 2018. The Company adopted, after receiving stockholder approval, the 2016 Equity Incentive Plan in 2016 (the “2016 Plan”). Under the 2016 Plan, stock options, RS and RSUs may be granted to the Company’s officers, directors, employees and consultants or the officers, directors, employees and consultants of our Subsidiaries. In addition, at the Company’s annual meeting of its stockholders, held on June 13, 2019, the Company’s stockholders approved the 2019 Equity Compensation Plan (the “2019 Plan”). Under the 2019 Plan, stock options, RS and RSUs may be granted to the Company’s officers, directors, employees and consultants or the officers, directors, employees and consultants of the Subsidiary. As of June 30, 2020, the number of shares of common stock authorized for issuance under the 2016 Plan amounted to 595,694 for calendar year 2020, of which 584,144 are available for future grant during calendar year 2020 under the 2016 Plan. As of June 30, 2020, the number of shares of common stock authorized for issuance under the 2019 Plan amounted to 4,672,243, all of which are available for future grant under the 2019 Plan. (2) Options to non-employees: A summary of the stock options to non-employee consultants under the 2005 Plan and 2016 Plan is as follows: Year ended June 30, 2020 Number Weighted Average Exercise Price Weighted Average Remaining Contractual Terms Aggregate Intrinsic Value Price Stock options outstanding at beginning of period 89,580 $ - Stock options granted 1,050 $ - Stock options exercised (15,884 ) $ - Stock options forfeited (19,875 ) $ - Stock options outstanding at end of the period 54,871 $ - 7.89 $ 485 Stock options exercisable at the end of the period 48,621 $ - 7.81 $ 430 Stock options vested and expected to vest at the end of the period 54,871 $ - 7.89 $ 485 Compensation expenses related to stock options granted to consultants were recorded as follows: Year ended June 30, 2020 2019 2018 Research and development expenses $ (35 ) $ 117 $ 107 General and administrative expenses 64 167 61 $ 29 $ 284 $ 168 (3) RS and RSUs to employees and directors: The following table summarizes the activity related to unvested RS and RSUs granted to employees and directors under the 2005 Plan and 2016 Plan for the year ended June 30, 2020: Number Unvested at the beginning of period 795,633 Granted 19,500 Forfeited (101,256 ) Vested (298,683 ) Unvested at the end of the period 415,194 Expected to vest after June 30, 2020 402,491 Compensation expenses related to RS and RSUs granted to employees and directors were recorded as follows: Year ended June 30, 2020 2019 2018 Research and development expenses $ 578 $ 1,401 $ 1,273 General and administrative expenses 1,786 3,003 4,577 $ 2,364 $ 4,404 $ 5,850 Unamortized compensation expenses related to RS and RSUs granted to employees and directors to be recognized over an average time of approximately 2.75 years are approximately $1,194. (4) RS and RSUs to consultants: The following table summarizes the activity related to unvested RS and RSUs granted to consultants for the year ended June 30, 2020: Number Unvested at the beginning of period 30,107 Granted 42,000 Forfeited (6,785 ) Vested (59,072 ) Unvested at the end of the period 6,250 Compensation expenses related to RS and RSUs granted to consultants were recorded as follows: Year ended June 30, 2020 2019 2018 Research and development expenses $ 14 $ 48 $ 43 General and administrative expenses 155 410 487 $ 169 $ 458 $ 530 j. Summary of warrants and options: Warrants / Options Exercise Price per Share Options and Warrants for Common Stock Options and Warrants Exercisable for Common Stock Weighted Average Remaining Contractual Terms Warrants: $ 7.00 2,470,465 2,470,465 3.77 $ 14.00 762,028 762,028 2.06 Total warrants 3,232,493 3,232,493 Options: $ 0.00 54,870 48,621 7.62 Total options 54,870 48,621 Total warrants and options 3,287,363 3,281,114 This summary does not include 421,444 RS and RSUs that are not vested as of June 30, 2020. |
Other Income
Other Income | 12 Months Ended |
Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME | NOTE 10:- OTHER INCOME In December 2017, the Subsidiary was awarded approximately $43 (NIS 150 thousand) by the Israeli Ministry of Labor, Social Affairs and Social Services related to its “Equal Employment” program which aims to reward and honor Israeli employers who demonstrate and promote gender equality in employment. |
Financial Income, Net
Financial Income, Net | 12 Months Ended |
Jun. 30, 2020 | |
Financial Income Net [Abstract] | |
FINANCIAL INCOME, NET | NOTE 11:- FINANCIAL INCOME, NET Year ended June 30, 2020 2019 2018 Foreign currency translation differences, net $ 155 $ (26 ) $ 52 Bank and broker commissions (32 ) (27 ) (62 ) Interest income on deposits 384 385 276 Interest expenses due to implementation of new accounting standards “Leases” (Topic 842) (196 ) - - Gain related to marketable securities, net - - 8,478 Other than temporary impairment loss - - (850 ) Gain (loss) from derivatives and fair value hedge derivatives 13 (105 ) (264 ) Other financial expense - (2 ) (25 ) $ 324 $ 225 $ 7,605 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 12:- TAXES ON INCOME A. Tax rates applicable to the Company: 1. Pluristem Therapeutics: The U.S. federal tax rate applicable to Pluristem Therapeutics is the corporate federal tax rate of 21%, which is the result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). Such corporate tax rate excludes state tax and local tax, if any, which rates depend on the state and city in which Pluristem Therapeutics conducts its business. On December 22, 2017, the Tax Act was signed into law in the United States, lowering the corporate federal income tax rate from 35% to 21%, effective January 1, 2018. The Tax Act provided for a one-time transition tax on certain foreign earnings for the tax year 2017, and taxation of Global Intangible Low-Taxed Income (“GILTI”) earned by foreign subsidiaries beginning after December 31, 2017. The GILTI tax imposes a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Tax Act also makes certain changes to the depreciation rules and implements new limits on the deductibility of certain executive compensation paid by Pluristem Therapeutics. Finally, while the Tax Act removes the 20 year limitation on net operating losses generated after December 31, 2017, all losses generated after December 31, 2017 can only be used to offset 80% of net income in the year they will be utilized. This re-measurement was fully offset by a valuation allowance, resulting in no impact to the Company’s income tax expense for the fiscal year ended June 30, 2020. As a result, the Company’s financial results reflect in the income tax effects of the Tax Act, for which the accounting under ASC 740 is complete. There was no one-time transition tax for the Company under the Tax Act, nor will there be GILTI tax due for the current year, since the Subsidiary had losses for every year to date. In January 2018, Pluristem Therapeutics registered as an Israeli resident with the Israel Tax Authority (the “ITA”) and the Israeli Value Added Tax Authorities. As a result, as of such date, Pluristem Therapeutics is classified as a dual resident for tax purposes, as a resident in both Israel and the United States. In June 2018, Pluristem Therapeutics and the Subsidiary submitted an election notice to the ITA to file a consolidated tax return in Israel commencing with the 2018 tax year. 2. The Subsidiary: Taxable income of Israeli companies is subject to tax at the rate of 23% in 2020, 2019 and 2018. The Subsidiary is filing its tax reports in dollars based on specific regulations of the ITA which allow, in specific circumstances, filing tax reports in dollars (“Dollar Regulations”). Under the Dollar Regulations, the Subsidiary calculates its tax liability in dollars according to certain orders. The tax liability, as calculated in dollars, is translated into NIS according to the exchange rate as of June 30 of each year. The Subsidiary has not received final tax assessments since its incorporation, however the assessments of the Subsidiary are deemed final through 2014. The Law for the Encouragement of Capital Investments, 1959 (the “Law”): The Subsidiary has programs which meet the criteria of a “Beneficiary Enterprise”, in accordance with the Law, under the Alternative Benefit Track starting with 2007 as the election year (the “2007 Program”) and 2012 as an election year to the expansion of its “Beneficiary Enterprise” program (the “2012 Program”). Under the 2012 Program, the Subsidiary, which was located in the “Other National Priority Zone” with respect to the year 2012, would be tax exempt in the first two years of the benefit period and subject to tax at the reduced rate of 10%-25% for a period of five to eight years for the remaining benefit period (dependent on the level of foreign investments). In respect of expansion programs pursuant to Amendment No. 60 to the Law, the duration of the benefit period has been amended, such that it starts at the later of the election year and the first year the Company earns taxable income provided that 12 years have not passed since the beginning of the election year and for companies in National Priority Zone A - 14 years have not passed since the beginning of the election year. The benefit period for the Subsidiary’s 2007 Program expired in 2018 (12 years since the beginning of the election year– 2007) and the benefit period for the Subsidiary’s 2012 Program is expected to expire in 2023 (12 years since the beginning of the election year - 2012). If a dividend is distributed out of tax exempt profits, as detailed above, the Subsidiary will become liable for taxes at the rate applicable to its profits from the Beneficiary Enterprise in the year in which the income was earned (tax at the rate of 10-25%, dependent on the level of foreign investments) and to a withholding tax rate of 15% (or lower, under an applicable tax treaty). Accelerated depreciation: The Subsidiary is eligible for deduction of accelerated depreciation on buildings, machinery and equipment used by the “Beneficiary Enterprise” at a rate of 200% (or 400% for buildings but not more than 20% depreciation per year) from the first year of the assets operation. Conditions for the entitlement to the benefits: The above mentioned benefits are conditional upon the fulfillment of the conditions stipulated by the Law, regulations promulgated thereunder, and the Ruling with respect to the beneficiary enterprise. Non-compliance with the conditions may cancel all or part of the benefits and refund of the amount of the benefits, including interest. The management believes that the Subsidiary is meeting the aforementioned conditions. Amendments to the Law: In December 2010, the “Knesset” (Israeli Parliament) passed the Law for Economic Policy for 2011 and 2012 (Amended Legislation), 2011, which prescribes, among others, amendments in the Law ( “Amendment No. 68”). Amendment No. 68 became effective as of January 1, 2011. According to Amendment No. 68, the benefit tracks in the Law were modified and a flat tax rate became applicable to a company for all preferred income under its status as a preferred company with a preferred enterprise. On August 5, 2013, the Knesset issued the Law for Changing National Priorities (Legislative Amendments for Achieving Budget Targets for 2013 and 2014), 2013 which consists of Amendment No. 71 to the Law ( “Amendment No. 71”). According to Amendment No. 71, the tax rate on preferred income form a preferred enterprise in 2014 and thereafter will be 16% (in development area A it will be 9%). Amendment No. 71 also prescribes that any dividends distributed to individuals or foreign residents from the preferred enterprise’s earnings as above will be subject to tax at a rate of 20%. The Subsidiary did not apply Amendment No. 71 with respect to the preferred enterprise status, but may choose to apply Amendment No. 71 in the future. Innovation Box Regime “Technological Preferred Enterprise”: In December 2016, the Knesset approved amendments to the Law that introduce an innovation box regime (the “Innovation Box Regime”) for intellectual property (IP)-based companies, enhance tax incentives for certain industrial companies and reduce the standard corporate tax rate and certain withholding rates starting in 2017. The Innovation Box Regime was tailored by the Israeli government to a post-base erosion and profit shifting world, encouraging multinationals to consolidate IP ownership and profits in Israel along with existing Israeli research and development (“R&D”) functions. Tax benefits created to achieve this goal include a reduced corporate income tax rate of 6% on IP-based income and on capital gains from future sale of IP. The 6% rate would apply to qualifying Israeli companies that are part of a group with global consolidated revenue of over NIS 10 billion (approximately $2.9 billion). Other qualifying companies with global consolidated revenue below NIS 10 billion, would be subject to a 12% tax rate. However, if the Israeli company is located in Jerusalem or in certain northern or southern parts of Israel, the tax rate is further reduced to 7.5%. Additionally, withholding tax on dividends for foreign investors would be subject to a reduced rate of 4% for all qualifying companies (unless further reduced by a treaty). Entering the regime is not conditioned on making additional investments in Israel, and a company could qualify if it invested at least 7% of the last three years’ revenue in R&D (or incurred at least NIS 75 million in R&D expenses per year) and met one of the following three conditions: 1. At least 20% of its employees are R&D employees engaged in R&D (or employs, in total, more than 200 R&D employees); 2. Venture capital investments in the aggregate of NIS 8 million were previously made in the company; or 3. Average annual growth over three years of 25% in sales or employees. Companies not meeting the above conditions may still be considered as a qualified company at the discretion of the IIA. Companies wishing to exit from the regime in the future will not be subject to claw back of tax benefits. The Knesset also approved a stability clause in order to encourage multinationals to invest in Israel. Accordingly, companies will be able to confirm the applicability of tax incentives for a 10-year period under a pre-ruling process. Further, in line with the new Organization for Economic Co-operation and Development Nexus Approach, the Israeli Finance Minister will promulgate regulations to ensure companies are benefiting from the regime to the extent qualifying research and development expenditures are incurred. The regulations were set to be finalized by March 31, 2017, with new amendments to the Law coming into effect after the regulations have been finalized. Taxable income which is not produced as part of “Preferred Enterprise” income will be taxed at the regular tax rate (23% in 2020). As of June 30, 2020, the Company’s management believes that the Company meets the conditions mentioned above to be considered as a Technological Preferred Enterprise. 3. Pluristem GmbH: The tax rate applicable to the German Subsidiary is the corporate tax rate of 15%, which is derived from the German Corporation Tax Act and Solidarity surcharge of 5.5% from the 15% corporate tax rate. This corporate tax rate excludes trade tax, which rate depends on the municipality in which the German Subsidiary conducts its business. Trade tax is calculated on the basis of the trade income, to which the tax rate of 3.5% is applied. The measured amount is then multiplied by the applicable rate of assessment, the registered office of the German Subsidiary is in Potsdam, and in Potsdam, the applicable rate of assessment is 455%. B. Carryforward losses for tax purposes As of June 30, 2020, Pluristem Therapeutics had a U.S. federal net operating loss carryforward for income tax purposes in the amount of approximately $34,836. Net operating loss carryforward arising in taxable years , 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 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. In January 2018, Pluristem Therapeutics registered as an Israeli resident with the ITA and the Israeli Value Added Tax Authorities. As of June 30, 2020, Pluristem Therapeutics and the Subsidiary consolidated accumulated losses, for tax purposes, are approximately $51,888, which may be carried forward and offset against taxable business income and business capital gain in the future for an indefinite period. The Subsidiary has accumulated losses, for tax purposes, as of June 30, 2020, in the amount of approximately $129,286, which may be carried forward and offset against taxable business income and business capital gain in the future for an indefinite period. The German Subsidiary has accumulated losses, for tax purposes, as of June 30, 2020, in the amount of approximately $151, which may be carried forward and offset against taxable business income and business capital gain in the future for an indefinite period. 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: June 30, 2020 2019 Deferred tax assets: U.S. net operating loss carryforward $ 7,316 $ 7,316 Israeli net operating loss and research and development expenses carryforward 35,168 40,866 Consolidated net operating loss carryforward 11,934 - German subsidiary net operating loss carryforward 48 - Allowances and reserves 271 283 Total deferred tax assets before valuation allowance 54,737 48,465 Valuation allowance (54,737 ) (48,465 ) Net deferred tax asset $ - $ - As of June 30, 2020 and 2019, the Company has provided full valuation allowances in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences, since it has a history of operating losses and current uncertainty concerning its ability to realize these deferred tax assets in the future. The Company accounts for its income tax uncertainties in accordance with ASC 740 which clarifies the accounting for uncertainties in income taxes recognized in a Company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of June 30, 2020 and 2019, there were no unrecognized tax benefits that if recognized would affect the annual effective tax rate. Reconciliation of the theoretical tax expense (benefit) to the actual tax expense (benefit): In 2020, 2019 and 2018, the main reconciling item of the statutory tax rate of the Company (21% to 35% in 2020, 2019 and 2018) to the effective tax rate (0%) is tax loss carryforwards, stock-based compensation and other deferred tax assets for which a full valuation allowance was provided. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13:- SUBSEQUENT EVENTS a. Pursuant to a shelf registration on Form S-3 declared effective by the SEC on July 23, 2020, in July 2020 the Company entered into a new Open Market Sale Agreement SM b. Subsequent to year-end, warrants to purchase shares of common stock were exercised by investors at an exercise price of $7.00 per share, resulting in the issuance of 35,000 shares of common stock for net proceeds of approximately $245. c. Subsequent to year-end, the Board of Directors approved (i) a grant of 1,000,000 RSUs to each of Mr. Yanay, and Mr. Aberman of which 500,000 shares vest over a term of 4 years from the date of the grant and 500,000 shares shall vest pursuant to certain performance metrics, (ii) a grant of 100,000 RSUs to Mrs. Franco-Yehuda, which vest over a term of 4 years from the date of grant; and (iii) 20,000 RSUs to each of the Company’s non-executive directors, which vest over a term of 4 years from the date of the grant. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of estimates | a. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, judgments, and assumptions that are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Functional currency | b. Functional currency Most of Pluristem Therapeutics’ costs and assets are denominated in United States dollars (“dollar”). The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company operates. Thus, the dollar is the Company’s functional and reporting currency. Accordingly, non-dollar denominated transactions and balances have been re-measured into the functional currency in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses from the re-measured monetary balance sheet items are reflected in the statements of income as financial income or expenses, as appropriate. |
Principles of consolidation | c. Principles of consolidation The consolidated financial statements include the accounts of Pluristem Therapeutics and the Subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. |
Cash and cash equivalents | d. Cash and cash equivalents Cash equivalents are short-term highly liquid investments that are readily convertible to cash with maturities of three months or less at the date acquired. |
Short-term bank deposit | e. Short-term bank deposit Bank deposits with original maturities of more than three months but less than one year are presented as part of short-term investments. Deposits are presented at their cost which approximates market values including accrued interest. Interest on deposits is recorded as financial income. |
Restricted cash and short-term bank deposits | f. Restricted cash and short-term bank deposits Short-term restricted bank deposits and restricted cash used to secure derivative and hedging transactions and the Company’s credit line. The restricted cash and short-term bank deposits are presented at cost which approximates market values including accrued interest. |
Long-term restricted bank deposits | g. Long-term restricted bank deposits Long-term restricted bank deposits with maturities of more than one year used to secure operating lease agreement are presented at cost which approximates market values including accrued interest. |
Investment in marketable securities | h. Investment in marketable securities The Company accounts for its investments in marketable securities in accordance with ASC 320, “Investments – Debt and Equity Securities”. The Company determines the classification of marketable securities at the time of purchase and re-evaluates such designations as of each balance sheet date. The Company classifies all of its marketable securities as available-for-sale. Available-for-sale marketable securities are carried at fair value, with the unrealized gain and loss reported at “accumulated other comprehensive income (loss)” in the statement of changes in stockholders’ equity. Realized gain and loss on sales of marketable securities are included in the Company’s “Financial income, net” and are derived using the specific identification basis for determining the cost of marketable securities sold. The amortized cost of available for sale debt marketable securities is adjusted for amortization of premiums and accretion of discount to maturity. Such amortization, together with coupon interest on available for sale marketable securities, is included in the “Financial income, net”. The Company recognizes an impairment charge when a decline in the fair value of its available-for-sale marketable securities below the cost basis is judged to be other than temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time the investment has been in a loss position, the extent to which the fair value has been less than the Company’s cost basis, the reason for the decline in value, the potential recovery period and the Company’s intent to sell, including whether it is more likely than not that the Company will be required to sell the investment before recovery of cost basis. ASC 320-10-35, “Investments - Debt and Equity Securities”, requires other-than-temporary impairment for debt securities to be separated into (a) the amount representing the credit loss and (b) the amount related to all other factors (provided that the Company does not intend to sell the security and it is not more likely than not that it will be required to sell it before recovery). For securities that are deemed other-than-temporarily impaired, the amount of impairment is recognized in “financial income, net”, in the statement of operations and is limited to the amount related to credit loss, while impairment related to other factors is recognized in “other comprehensive income (loss)”. During the year ended June 30, 2018, the Company recognized other-than-temporary impairment loss of $850 (see Note 3). During the years ended June 30, 2020 and 2019, the Company did not recognize any other-than-temporary impairment loss. |
Revenue Recognition | i. Revenue Recognition On July 1, 2017, the Company adopted ASC 606, “Revenue from Contracts with Customers” using the modified retrospective method. Results for reporting periods beginning after July 1, 2017 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 605. Revenue Recognition from sales of products: Revenues are recognized when control of the promised goods is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. The Company determines revenue recognition through the following steps: ● identification of the contract with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, the Company satisfies a performance obligation. The Company’s contracts with its customers are expected to include one type of product and thus have only one performance obligation, which is the transfer of control of the product. The Company’s PLX cells have an alternative use and, as such, the performance obligation is considered to be satisfied at a point in time where the customer obtains control over the product. The Company’s contract with Chart includes variable consideration for which the Company estimates the most likely amount that should be included in the transaction price subject to constraints based on the specific facts and circumstances. Pursuant to the terms of the agreement, the Company is entitled to receive royalties from sales of the product and supply of an agreed upon number of thawing devices. Royalties shall commence on the date of Chart’s first commercial sale of the thawing device. As of June 30, 2020, commercial sales of the thawing device by Chart have not begun. Based on the Company’s assessment, it is not probable that a significant reversal in the amount of cumulative revenue recognized will not occur, and therefore the Company is unable to recognize revenues with respect to the Chart agreement before the uncertainty associated with the variable consideration is subsequently resolved. |
Property and equipment | j. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Laboratory equipment 10-40 Computers and peripheral equipment 33 Office furniture and equipment 15 Leasehold improvements The shorter of the expected useful life or the reasonable assumed term of the lease. |
Impairment of long-lived assets | k. Impairment of long-lived assets The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During fiscal years 2020, 2019 and 2018, no impairment losses have been identified. |
Accounting for stock-based compensation | l. Accounting for stock-based compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. The Company accounts for employee’s share-based payment awards classified as equity awards (restricted stock (“RS”) or restricted stock units (“RSUs”)) using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite service period, net of estimated forfeitures. The Company estimates forfeitures based on historical experience and anticipated future conditions. The Company recognized compensation cost for an award with service conditions and goals achievement that has a graded vesting schedule using the accelerated method based on the multiple-option award approach. The assumptions below are relevant to RS and RSUs granted in 2020, 2019 and 2018: In accordance with ASC 718, RS and RSUs are measured at their fair value. All RS and RSUs to employees and directors granted in 2020, 2019 and 2018, were granted for no consideration; therefore, their fair value was equal to the share price at the date of grant. The fair value of all RS and RSUs was determined based on the close trading price of the Company’s shares known at the grant date. The weighted average grant date fair value of shares granted during 2020, 2019 and 2018, was $3.65, $8.70 and $14.00 per share, respectively. During fiscal years 2020, 2019 and 2018, there were no options granted to employees or directors. |
Research and Development expenses and royalty bearing grants | m. Research and Development expenses and royalty bearing grants Research and development expenses, net of participations grants, are charged to the statement of operations as incurred. Pluristem receives grants from the Israel Innovation Authority (“IIA”) in the Ministry of Economy and Industry for the purpose of partially funding approved research and development projects. The grants are not to be repaid, but instead Pluristem is obliged to pay royalties as a percentage of future sales if and when sales from the funded projects are generated. These grants are recognized as a deduction from research and development costs at the time the Company is entitled to such grants on the basis of the research and development costs incurred. Since the payment of royalties is not probable when the grants are received, the Company records a liability in the amount of the estimated royalties for each individual contract, when the related revenues are recognized, as part of Cost of revenues. For more information regarding such royalties commitments and regarding grants and participation received, see Note 8. |
Non-royalty bearing grant | n. Non-royalty bearing grant The Company participates in European Union research and development consortiums under Horizon 2020. In August 2016, the CLI program consortium was awarded a Euro 7,600 thousands (approximately $8,500) non-royalty bearing grant, of which, an amount of Euro 1,900 thousands (approximately $2,100) is a direct grant allocated to the Company. In July 2017, the consortium amended the consortium agreement, pursuant to which the original grant allocation was amended such that the Company received an additional direct grant of Euro 1,000 thousands (approximately $1,100). The additional direct grant was allocated to the Company from the total amount of the original grant. In September 2017, the Company’s Phase III study of PLX-PAD cell therapy in the treatment of muscle injury following surgery for hip fracture was awarded a Euro 7,400 thousands (approximately $8,300) grant, of which, an amount of Euro 2,550 thousands (approximately $2,900) is a direct grant allocated to the Company. In October 2017, the “nTRACK”, a collaborative project carried out by an international consortium led by LEITAT, was awarded a Euro 6,800 thousands (approximately $7,600) non-royalty bearing grant, of which, an amount of Euro 500 thousands (approximately $560) is a direct grant allocated to the Company. In May 2020, the Company was selected as a member of the CRISPR-IL consortium, a group funded by the IIA. CRISPR-IL brings together the leading experts in life science and computer science from academia, medicine, and industry, to develop artificial intelligence (AI) based end-to-end genome-editing solutions. CRISPR-IL is funded by the IIA with a total budget of approximately $10,000, of which, an amount of approximately $480 is a direct grant allocated to the Company, for a period of 18 months, with a potential for extension of an additional 18 months and additional budget from the IIA. The non-royalty bearing grants for funding the projects are recognized at the time the Company is entitled to each such grant on the basis of the related costs incurred and recorded as a deduction from research and development expenses. |
Loss per share | o. Loss per share Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during each year. All outstanding stock options and unvested RSUs have been excluded from the calculation of the diluted loss per common share because all such securities are anti-dilutive for each of the periods presented. |
Income taxes | p. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). This Topic prescribes the use of the liability method, whereby deferred tax assets and liability account balances 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. ASC 740 establishes a single model to address accounting for uncertain tax positions. ASC 740 clarified the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. |
Concentration of credit risk | q. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, short-term deposits, long-term deposits and restricted deposits. The majority of the Company’s cash and cash equivalents, restricted cash and short-term and long-term deposits are mainly invested in dollar instruments of major banks in Israel and in the United States. Deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, these deposits may be redeemed upon demand and therefore bear minimal risk. The Company invests its surplus cash in cash deposits in financial institutions and has established guidelines, approved by the Company’s Investment Committee, relating to diversification and maturities to maintain safety and liquidity of the investments. The Company utilizes options and forward contracts to protect against the risk of overall changes in exchange rates. The derivative instruments hedge a portion of the Company’s non-dollar currency exposure. Counterparties to the Company’s derivative instruments are all major financial institutions. |
Severance pay | r. Severance pay A majority of the Company’s agreements with employees in Israel are subject to Section 14 of the Israeli Severance Pay Law, 1963 (“Severance Pay Law”). The Company’s contributions for severance pay have replaced its severance obligation. Upon contribution of the full amount of the employee’s monthly salary for each year of employment, no additional calculations are conducted between the parties regarding the matter of severance pay and no additional payments are made by the Company to the employee. Further, the related obligation and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheet, as the Company is legally released from the obligation to employees once the deposit amounts have been paid. For some employees, which their agreement is not subject to Section 14 of the Severance Pay Law, the Subsidiary’s liability for severance pay is calculated pursuant to Israeli Severance Pay Law, based on the most recent salary of the employees multiplied by the number of years of employment, as of the balance sheet date. Employees are entitled to one month’s salary for each year of employment or a portion thereof. The Company’s liability for all of its employees is fully provided by monthly deposits with insurance policies and by an accrual. The value of these policies is recorded as an asset in the Company’s balance sheet. The deposited funds include profits or losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash surrendered value of these policies, and includes immaterial profits or losses. Severance expenses for the years ended June 30, 2020, 2019 and 2018 were $604, $632 and $822, respectively. |
Fair value of financial instruments | s. Fair value of financial instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, short-term and restricted bank deposits, accounts receivable and other current assets, trade payable and other accounts payable and accrued liabilities, approximate fair value because of their generally short term maturities. The Company measures its investments in marketable securities and derivative instruments at fair value under ASC 820. 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 Level 2 Level 3 The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company categorized each of its fair value measurements in one of these three levels of hierarchy (see Note 4). |
Derivative financial instruments | t. Derivative financial instruments The Company accounts for derivatives and hedging based on ASC 815, “Derivatives and hedging”, as amended and related interpretations. ASC 815 requires the Company to recognize all derivatives on the balance sheet at fair value. If a derivative meets the definition of a hedge and is so designated, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings (for fair value hedge transactions) or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings (for cash flow hedge transactions). If a derivative does not meet the definition of a hedge, the changes in the fair value are included in earnings. Cash flows related to such hedges are classified as operating activities. The Company enters into option contracts in order to limit the exposure to exchange rate fluctuation associated with expenses mainly incurred in New Israeli Shekels (“NIS”). Since the derivative instruments that the Company holds do not meet the definition of hedging instruments under ASC 815, any gain or loss derived from such instruments is recognized immediately as “financial income, net”. The Company measured the fair value of the contracts in accordance with ASC 820. Foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. As of June 30, 2020, the fair value of the options contracts was approximately $67 and is presented in “other current assets” (see Note 4). The net gains (losses) recognized in “Financial income, net” during the years ended June 30, 2020, 2019 and 2018, were $13, $(105) and $(264), respectively. |
Comprehensive loss | u. Comprehensive loss: The Company accounts for comprehensive income (loss) in accordance with ASC 220, “Comprehensive Income”. Comprehensive income generally represents all changes in stockholders’ equity during the period except those resulting from investments by, or distributions to, stockholders’. The Company determined that its items of other comprehensive income (loss) relate to unrealized gains and losses on available for sale marketable securities. |
Reclassifications | v. Reclassifications: Certain financial statement data for prior years have been reclassified to conform to current year financial statement presentation. |
Recently Adopted Accounting Pronouncement | w. Recently Adopted Accounting Pronouncement Accounting Standards Update (“ASU”) No. 2016-02 - “Leases” (“Topic 842”) and ASU No. 2018-11, “Targeted Improvements - Leases” (Topic 842): In February 2016 and July 2018, the Financial Accounting Standards Board (“FASB”) issued guidance on the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether a lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting treatment requirements under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. Topic 842 supersedes the previous leases standard, ASC 840, “Leases”. The guidance is effective for annual periods beginning on or after December 15, 2018, or July 1, 2019 for the Company, and interim periods within those fiscal years with early adoption permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company adopted the new standard as of July 1, 2019, using the modified retrospective approach. Consequently, prior period balances and disclosures have not been restated. The Company has elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. The adoption of Topic 842 resulted in the elimination of deferred participation payments of $240 and $381 in current and long-term liabilities in the Company’s consolidated balance sheets, respectively. Additionally, the Company included in its balance sheet, at adoption, operating right-of-use assets, short-term operating lease liabilities and long-term operating lease liabilities of $1,631, $964 and $1,261, respectively. The standard had no material impact on the Company’s net loss or its cash flows. For additional information regarding the Company’s accounting for leases, please refer to Note 7. ASU No. 2018-07 - “Compensation—Stock Compensation” (Topic 718) (“ASU No. 2018-07”): In June 2018, the FASB issued ASU No. 2018-07. The ASU expands the scope of ASU No. 2018-07 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply ASU No. 2018-07 to nonemployee awards except with respect to option pricing models and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that ASU No. 2018-07 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, or July 1, 2019 for the Company, and interim periods within those fiscal years with early adoption permitted. The Company adopted the new standard as of July 1, 2019, and the new standard had no material impact on its consolidated financial statements. ASU No. 2017-12 - “Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities” (“ASU No. 2017-12”): In August 2017, the FASB issued ASU No. 2017-12, which is intended to simplify and amend the application of hedge accounting to more clearly portray the economics of an entity’s risk management strategies in its financial statements. The ASU will make more financial and nonfinancial hedging strategies eligible for hedge accounting, reduce complexity in fair value hedges of interest rate risk and ease certain documentation and assessment requirements of hedge effectiveness. It also changes how companies assess effectiveness of the hedge and amends the presentation and disclosure requirements relating to hedging activities. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, or July 1, 2019, for the Company. The Company adopted the new standard as of July 1, 2019 and the standard had no impact on the Company’s consolidated financial statements. |
Recently Issued Accounting Pronouncements | x. Recently Issued Accounting Pronouncements ASU No. 2018-18 - “Collaborative Arrangements (Topic 808) - Clarifying the Interaction between Topic 808 and Topic 606” (“ASU No. 2018-18”): In November 2018, the FASB issued ASU No. 2018-18, which clarifies the interaction between Topic 808 and Topic 606 by (1) clarifying that certain transactions between collaborative arrangement participants should be accounted for under Topic 606, (2) adding unit-of-account guidance in Topic 808 to align with the guidance in Topic 606, and (3) clarifying presentation guidance for transactions with a collaborative arrangement participant that are not accounted for under Topic 606. ASU 2018-18 is effective for fiscal years beginning after December 15, 2019, or July 1, 2020 for the Company. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements. ASU No. 2016-13 -, “Financial Instruments - Credit Losses (Topic 326) In September 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements. ASU No. 2019-10 -, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In November 2019, the FASB issued ASU No. 2019-10 which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission (the “SEC”)) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, or July 1, 2023 for the Company, including interim periods within those fiscal periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment, estimated useful lives, annual rate | % Laboratory equipment 10-40 Computers and peripheral equipment 33 Office furniture and equipment 15 Leasehold improvements The shorter of the expected useful life or the reasonable assumed term of the lease. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Other Current Assets [Abstract] | |
Schedule of other current assets | June 30, 2020 2019 Accounts receivable from the Horizon 2020 grants $ 1,071 $ 991 Prepaid expenses 445 532 Accounts receivable from the IIA 142 179 Value Added Tax (VAT) receivables 336 125 Accounts receivable from the Ministry of Economy and Industry 35 73 Derivatives not designated as hedge instruments 67 21 Other receivables 26 53 Total $ 2,122 $ 1,974 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | June 30, 2020 2019 Cost: Laboratory equipment $ 6,514 $ 6,435 Computers and peripheral equipment 1,322 1,274 Office furniture and equipment 681 681 Leasehold improvements 8,661 8,614 Total Cost 17,178 17,004 Accumulated depreciation: Laboratory equipment 5,955 5,634 Computers and peripheral equipment 1,221 1,147 Office furniture and equipment 646 600 Leasehold improvements 6,840 5,785 Total accumulated depreciation 14,662 13,166 Property and equipment, net $ 2,516 $ 3,838 |
Other Accounts Payable (Tables)
Other Accounts Payable (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of other accounts payable | June 30, 2020 2019 Accrued vacation 928 974 Deferred income from the nTRACK Horizon 2020 grant 126 - Accrued payroll 489 486 Payroll institutions 438 433 Other payables - 240 Total $ 1,981 $ 2,133 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of operating right-of-use assets and operating lease liabilities | June 30, Operating right-of-use assets $ 1,259 Operating lease liabilities, current 1,020 Operating lease liabilities long-term 565 Total operating lease liabilities $ 1,585 |
Schedule of minimum lease payments for right of use assets over the remaining lease | June 30, 2021 1,123 2022 563 2023 20 Total undiscounted lease payments $ 1,706 Less: Interest 121 Present value of lease liabilities $ 1,585 |
Schedule of lease expense and supplemental cash flow information | Year ended June 30, Components of lease expense Operating lease cost $ 1,167 Sublease income $ 51 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities $ 1,152 Supplemental non-cash information related to lease liabilities arising from obtaining ROU assets $ 83 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity [Abstract] | |
Schedule of stock option and warrant activity | Warrants / Options Exercise Price per Share Options and Warrants for Common Stock Options and Warrants Exercisable for Common Stock Weighted Average Remaining Contractual Terms Warrants: $ 7.00 2,470,465 2,470,465 3.77 $ 14.00 762,028 762,028 2.06 Total warrants 3,232,493 3,232,493 Options: $ 0.00 54,870 48,621 7.62 Total options 54,870 48,621 Total warrants and options 3,287,363 3,281,114 |
Non-employee Consultants [Member] | Stock Option [Member] | |
Stockholders' Equity [Abstract] | |
Schedule of stock option activity | Year ended June 30, 2020 Number Weighted Average Exercise Price Weighted Average Remaining Contractual Terms Aggregate Intrinsic Value Price Stock options outstanding at beginning of period 89,580 $ - Stock options granted 1,050 $ - Stock options exercised (15,884 ) $ - Stock options forfeited (19,875 ) $ - Stock options outstanding at end of the period 54,871 $ - 7.89 $ 485 Stock options exercisable at the end of the period 48,621 $ - 7.81 $ 430 Stock options vested and expected to vest at the end of the period 54,871 $ - 7.89 $ 485 |
Schedule of compensation expenses | Year ended June 30, 2020 2019 2018 Research and development expenses $ (35 ) $ 117 $ 107 General and administrative expenses 64 167 61 $ 29 $ 284 $ 168 |
Employees and Directors [Member] | RS and RSUs [Member] | |
Stockholders' Equity [Abstract] | |
Schedule of compensation expenses | Year ended June 30, 2020 2019 2018 Research and development expenses $ 578 $ 1,401 $ 1,273 General and administrative expenses 1,786 3,003 4,577 $ 2,364 $ 4,404 $ 5,850 |
Schedule of unvested RS and RSUs granted | Number Unvested at the beginning of period 795,633 Granted 19,500 Forfeited (101,256 ) Vested (298,683 ) Unvested at the end of the period 415,194 Expected to vest after June 30, 2020 402,491 |
Consultants [Member] | RS and RSUs [Member] | |
Stockholders' Equity [Abstract] | |
Schedule of compensation expenses | Year ended June 30, 2020 2019 2018 Research and development expenses $ 14 $ 48 $ 43 General and administrative expenses 155 410 487 $ 169 $ 458 $ 530 |
Schedule of unvested RS and RSUs granted | Number Unvested at the beginning of period 30,107 Granted 42,000 Forfeited (6,785 ) Vested (59,072 ) Unvested at the end of the period 6,250 |
Financial Income, Net (Tables)
Financial Income, Net (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Financial Income, Net (Tables) [Line Items] | |
Schedule of financial Income, net | Year ended June 30, 2020 2019 2018 Foreign currency translation differences, net $ 155 $ (26 ) $ 52 Bank and broker commissions (32 ) (27 ) (62 ) Interest income on deposits 384 385 276 Interest expenses due to implementation of new accounting standards “Leases” (Topic 842) (196 ) - - Gain related to marketable securities, net - - 8,478 Other than temporary impairment loss - - (850 ) Gain (loss) from derivatives and fair value hedge derivatives 13 (105 ) (264 ) Other financial expense - (2 ) (25 ) $ 324 $ 225 $ 7,605 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Jun. 30, 2020 | |
Taxes on Income (Tables) [Line Items] | |
Schedule of deferred tax assets | June 30, 2020 2019 Deferred tax assets: U.S. net operating loss carryforward $ 7,316 $ 7,316 Israeli net operating loss and research and development expenses carryforward 35,168 40,866 Consolidated net operating loss carryforward 11,934 - German subsidiary net operating loss carryforward 48 - Allowances and reserves 271 283 Total deferred tax assets before valuation allowance 54,737 48,465 Valuation allowance (54,737 ) (48,465 ) Net deferred tax asset $ - $ - |
General (Details)
General (Details) $ in Thousands, € in Millions | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020EUR (€) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | |
General (Details) [Line Items] | ||||
Accumulated deficit | $ 280,156 | |||
Stockholders' equity | 56,101 | |||
Operating loss | (29,476) | $ (35,532) | $ (33,731) | |
Negative cash flow operating activities | (26,369) | $ (29,453) | $ (21,380) | |
Cash and cash equivalents, short-term bank deposits and marketable securities | $ 58,992 | |||
Finance contract loan amount | € | € 50 | |||
EIB Finance contract, description | In addition to any interest payable on the Loan, EIB is entitled to receive royalties from future revenues, if any, of Pluristem for a period of seven years starting in 2024, in an amount equal to between 0.2% to 2.3% of the Company’s consolidated revenues, pro-rated to the amount disbursed from the Loan to Pluristem beginning in the fiscal year 2024 and continuing up to and including its fiscal year 2030. | |||
First Tranche [Member] | ||||
General (Details) [Line Items] | ||||
Finance contract loan amount | € | € 20 | |||
Fixed interest rate | 0.00% | |||
Deferred interest rate | 4.00% | |||
Second Tranche [Member] | ||||
General (Details) [Line Items] | ||||
Finance contract loan amount | € | € 18 | |||
Fixed interest rate | 1.00% | |||
Deferred interest rate | 3.00% | |||
Third Tranche [Member] | ||||
General (Details) [Line Items] | ||||
Finance contract loan amount | € | € 12 | |||
Deferred interest rate | 2.00% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) $ / shares in Units, € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2017USD ($) | Oct. 31, 2017EUR (€) | Sep. 30, 2017USD ($) | Sep. 30, 2017EUR (€) | Jul. 31, 2017USD ($) | Jul. 31, 2017EUR (€) | Aug. 31, 2016USD ($) | Aug. 31, 2016EUR (€) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | |
Accounting Policies [Abstract] | |||||||||||
Other-than-temporary impairment loss on outstanding securities | $ 850 | ||||||||||
Weighted average grant date fair value of shares granted (in Dollars per share) | $ / shares | $ 3.65 | $ 8.70 | $ 14 | ||||||||
Total grants awarded to CLI program consortium under the European Union's Horizon 2020 program | $ 7,600 | € 6,800 | $ 8,300 | € 7,400 | $ 1,100 | € 1,000 | $ 8,500 | € 7,600 | |||
Amount of grants awarded under CLI program allocated to Company | $ 560 | € 500 | $ 2,900 | € 2,550 | $ 2,100 | € 1,900 | |||||
Diluted net earnings per share due to anti-dilutive shares (in Shares) | shares | 3,708,807 | 4,942,491 | 1,900,905 | ||||||||
Severance expenses | $ 604 | $ 632 | $ 822 | ||||||||
Fair value of the options contracts | 67 | ||||||||||
Net gains (losses) recognized | 13 | $ (105) | $ (264) | ||||||||
Deferred participation payments current | 240 | ||||||||||
Deferred participation payments non current | 381 | ||||||||||
Operating lease right-of-use asset | 1,631 | ||||||||||
Short term operating lease liabilities | 964 | ||||||||||
Long term operating lease liabilities | $ 1,261 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of property and equipment, estimated useful lives, annual rate | 12 Months Ended |
Jun. 30, 2020 | |
Laboratory equipment [Member] | Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, estimated useful lives, annual rate [Line Items] | |
Estimated useful life, percentage | 10.00% |
Laboratory equipment [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, estimated useful lives, annual rate [Line Items] | |
Estimated useful life, percentage | 40.00% |
Computers and peripheral equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, estimated useful lives, annual rate [Line Items] | |
Estimated useful life, percentage | 33.00% |
Office furniture and equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, estimated useful lives, annual rate [Line Items] | |
Estimated useful life, percentage | 15.00% |
Leasehold improvements [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment, estimated useful lives, annual rate [Line Items] | |
Estimated useful life, percentage, description | The shorter of the expected useful life or the reasonable assumed term of the lease. |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |||
Other-than-temporary loss on outstanding securities | $ 850 | ||
Proceeds from sale of marketable securities | 21,890 | ||
Marketable securities net gain | $ 8,440 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of other current assets - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Schedule of other current assets [Abstract] | ||
Accounts receivable from the Horizon 2020 grants | $ 1,071 | $ 991 |
Prepaid expenses | 445 | 532 |
Accounts receivable from the IIA | 142 | 179 |
Value Added Tax (VAT) receivables | 336 | 125 |
Accounts receivable from the Ministry of Economy and Industry | 35 | 73 |
Derivatives not designated as hedge instruments | 67 | 21 |
Other receivables | 26 | 53 |
Total | $ 2,122 | $ 1,974 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 1,570 | $ 1,962 | $ 2,018 |
Reduction amount | $ 74 | $ 9 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Cost: | ||
Total Cost | $ 17,178 | $ 17,004 |
Accumulated depreciation: | ||
Total accumulated depreciation | 14,662 | 13,166 |
Property and equipment, net | 2,516 | 3,838 |
Laboratory equipment [Member] | ||
Cost: | ||
Total Cost | 6,514 | 6,435 |
Accumulated depreciation: | ||
Total accumulated depreciation | 5,955 | 5,634 |
Computers and peripheral equipment [Member] | ||
Cost: | ||
Total Cost | 1,322 | 1,274 |
Accumulated depreciation: | ||
Total accumulated depreciation | 1,221 | 1,147 |
Office furniture and equipment [Member] | ||
Cost: | ||
Total Cost | 681 | 681 |
Accumulated depreciation: | ||
Total accumulated depreciation | 646 | 600 |
Leasehold improvements [Member] | ||
Cost: | ||
Total Cost | 8,661 | 8,614 |
Accumulated depreciation: | ||
Total accumulated depreciation | $ 6,840 | $ 5,785 |
Other Accounts Payable (Details
Other Accounts Payable (Details) - Schedule of other accounts payable - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Schedule of other accounts payable [Abstract] | ||
Accrued vacation | $ 928 | $ 974 |
Deferred income from the nTRACK Horizon 2020 grant | 126 | |
Accrued payroll | 489 | 486 |
Payroll institutions | 438 | 433 |
Other payables | 240 | |
Total | $ 1,981 | $ 2,133 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Deferred participation payments current | $ 240 | |
Deferred participation payments non current | $ 381 | |
Weighted average remaining lease term | 1 year 255 days | |
Weighted average discount rate | 10.00% | |
Operating lease minimum payment | $ 1,706 | $ 2,641 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating right-of-use assets and operating lease liabilities $ in Thousands | Jun. 30, 2020USD ($) |
Schedule of operating right-of-use assets and operating lease liabilities [Abstract] | |
Operating right-of-use assets | $ 1,259 |
Operating lease liabilities, current | 1,020 |
Operating lease liabilities long-term | 565 |
Total operating lease liabilities | $ 1,585 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of minimum lease payments for right of use assets over the remaining lease $ in Thousands | Jun. 30, 2020USD ($) |
Schedule of minimum lease payments for right of use assets over the remaining lease [Abstract] | |
2021 | $ 1,123 |
2022 | 563 |
2023 | 20 |
Total undiscounted lease payments | 1,706 |
Less: Interest | 121 |
Present value of lease liabilities | $ 1,585 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of lease expense and supplemental cash flow information $ in Thousands | 12 Months Ended |
Jun. 30, 2020USD ($) | |
Components of lease expense | |
Operating lease cost | $ 1,167 |
Sublease income | 51 |
Supplemental cash flow information | |
Cash paid for amounts included in the measurement of lease liabilities | 1,152 |
Supplemental non-cash information related to lease liabilities arising from obtaining ROU assets | $ 83 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Jun. 30, 2020 | Jun. 30, 2018 | Jul. 30, 2018 | |
Commitments and Contingencies (Textual) | ||||
Cash and deposits | $ 555 | |||
Percentage of qualified expenditures eligible for grant | 50.00% | |||
Royalty rate | 3.00% | |||
Royalty payable based on grants received | 100.00% | |||
Grants received | $ 27,685 | |||
Accrued and paid royalties | 169 | |||
Contingent liability amount | $ 27,516 | |||
Revenues in the U.S. market | $ 250 | |||
Smart Money Grant [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Royalty rate | 5.00% | |||
Contingent liability amount | $ 112 | |||
Term of royalty grant received | 5 years | |||
Grants received | $ 112 | |||
Additional Smart Money Grant [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Royalty rate | 5.00% | |||
Grants received | $ 129 | |||
Contingent liability amount | $ 129 | |||
Term of royalty grant received | 5 years | |||
Amount of grants received conditional award | $ 229 | |||
Ichilov Hospital [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Royalty payable based on grants received | 1.00% | |||
Contingent liability amount | $ 250 | |||
Shalav [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Royalty rate | 3.00% | |||
Grants received | 49 | |||
Contingent liability amount | $ 49 | |||
Marketing grant of approximately | $ 52 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | May 05, 2020 | Apr. 08, 2019 | Feb. 06, 2019 | Jul. 31, 2019 | Oct. 31, 2017 | Jul. 31, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Stockholders' Equity (Details) [Line Items] | |||||||||
Common stock, shares authorized | 60,000,000 | 60,000,000 | |||||||
Common stock, par value per share (in Dollars per share) | $ 0.00001 | $ 0.00001 | |||||||
Description of voting rights of common stock | All shares have equal voting rights and are entitled to one vote per share in all matters to be voted upon by stockholders. | ||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | ||||||||
Description of the reverse stock split | the Board of Directors approved a 1-for-10 reverse stock split of the Company’s (a) authorized shares of common stock; (b) issued and outstanding shares of common stock and (c) authorized shares of preferred stock. The reverse split became effective on July 25, 2019. The reverse stock split will not have any effect on the stated par value of the common stock. All shares of common stock, options, warrants and securities convertible or exercisable into shares of common stock, as well as loss per share, have been adjusted to give retroactive effect to this reverse stock split for all periods presented. | ||||||||
Number of shares sold | 900,000 | ||||||||
Proceeds related to issuance of common stock and warrants, net of issuance costs (in Dollars) | $ 58,163 | $ 23,467 | $ 18,631 | ||||||
Net of issuance expenses (in Dollars) | $ 99 | $ 1,536 | $ 1,405 | ||||||
Gross proceeds of common stock (in Dollars) | $ 15,051 | ||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 16.70 | ||||||||
Aggregate net proceeds (in Dollars) | $ 13,646 | ||||||||
Unrecognized compensation expense, recognition period | 2 years 9 months | ||||||||
Unrecognized compensation expense (in Dollars) | $ 1,194 | ||||||||
2016 Plan [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Common stock, shares authorized | 595,694 | ||||||||
Number of shares available for grant | 584,144 | ||||||||
2019 Plan [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Number of shares available for grant | 4,672,243 | ||||||||
RS and RSUs [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Non vested shares | 421,444 | ||||||||
Investors [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrants exercised | 828,703 | ||||||||
Warrants exercise price (in Dollars per share) | $ 7 | $ 14 | |||||||
Number of shares sold | 1,587,302 | 82,871 | |||||||
Proceeds related to issuance of common stock and warrants, net of issuance costs (in Dollars) | $ 1,160 | ||||||||
Aggregate net proceeds (in Dollars) | $ 14,901 | $ 2,707 | |||||||
Warrants to purchase of common stock | 386,678 | ||||||||
Issuance of shares of common stock | 386,678 | ||||||||
Open Market Sales Agreement - Jefferies, LLC [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Number of shares sold | 8,060,950 | 236,800 | |||||||
Aggregate offering price (in Dollars) | $ 50,000 | $ 80,000 | |||||||
Common stock average price (in Dollars per share) | $ 5.81 | $ 9.70 | |||||||
Net of issuance expenses (in Dollars) | $ 3,573 | $ 255 | |||||||
Aggregate net proceeds (in Dollars) | $ 43,262 | $ 2,051 | |||||||
Agreement [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Number of shares sold | 170,600 | 359,941 | |||||||
Proceeds related to issuance of common stock and warrants, net of issuance costs (in Dollars) | $ 1,952 | $ 4,985 | |||||||
Common stock average price (in Dollars per share) | $ 12.30 | $ 14.30 | |||||||
Net of issuance expenses (in Dollars) | $ 148 | $ 174 | |||||||
Public Offering [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Number of shares sold | 2,857,143 | ||||||||
Warrants to purchase of common stock | 2,857,143 | ||||||||
Aggregate gross proceeds (in Dollars) | $ 20,000 | ||||||||
Registered Direct Offering [Member] | |||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||
Warrants exercise price (in Dollars per share) | $ 7 | ||||||||
Number of shares sold | 142,857 | ||||||||
Aggregate gross proceeds (in Dollars) | $ 1,000 | ||||||||
Warrants exercisable | 5 years | ||||||||
Other expenses related to the offerings (in Dollars) | $ 19,464 | ||||||||
Warrants outstanding | 2,470,465 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of stock option activity - Non-employee Consultants [Member] - Stock Option [Member] $ in Thousands | 12 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Stockholders' Equity (Details) - Schedule of stock option activity [Line Items] | |
Number, Stock options outstanding at beginning of period | shares | 89,580 |
Weighted Average Exercise Price, Stock options outstanding at beginning of period | $ / shares | |
Number, Stock options granted | shares | 1,050 |
Weighted Average Exercise Price, Stock options granted | $ / shares | |
Number, Stock options exercised | shares | (15,884) |
Weighted Average Exercise Price, Stock options exercised | $ / shares | |
Number, Stock options forfeited | shares | (19,875) |
Weighted Average Exercise Price, Stock options forfeited | $ / shares | |
Number,Stock options outstanding at end of the period | shares | 54,871 |
Weighted Average Exercise Price, Stock options outstanding at end of the period | $ / shares | |
Weighted Average Remaining Contractual Terms (in years), Stock options outstanding at end of the period | 7 years 324 days |
Aggregate Intrinsic Value Price, Stock options outstanding at end of the period | $ | $ 485 |
Number, Stock options exercisable at the end of the period | shares | 48,621 |
Weighted Average Exercise Price, Stock options exercisable at the end of the period | $ / shares | |
Weighted Average Remaining Contractual Terms (in years), Stock options exercisable at the end of the period | 7 years 295 days |
Aggregate Intrinsic Value Price, Stock options exercisable at the end of the period | $ | $ 430 |
Number, Stock options vested and expected to vest at the end of the period | shares | 54,871 |
Weighted Average Exercise Price, Stock options vested and expected to vest at the end of the period | $ / shares | |
Weighted Average Remaining Contractual Terms (in years), Stock options vested and expected to vest at the end of the period | 7 years 324 days |
Aggregate Intrinsic Value Price, Stock options vested and expected to vest at the end of the period | $ | $ 485 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of compensation expenses - Non-employee Consultants [Member] - Stock Option [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expenses | $ 29 | $ 284 | $ 168 |
Research and Development Expenses [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expenses | (35) | 117 | 107 |
General and Administrative Expenses [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expenses | $ 64 | $ 167 | $ 61 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of unvested RS and RSUs granted - RS and RSUs [Member] - Employees and Directors [Member] | 12 Months Ended |
Jun. 30, 2020shares | |
Stockholders' Equity (Details) - Schedule of unvested RS and RSUs granted [Line Items] | |
Unvested at the beginning of period | 795,633 |
Granted | 19,500 |
Forfeited | (101,256) |
Vested | (298,683) |
Unvested at the end of the period | 415,194 |
Expected to vest | 402,491 |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of compensation expenses - Employees and Directors [Member] - RS and RSUs [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expenses | $ 2,364 | $ 4,404 | $ 5,850 |
Research and Development Expenses [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expenses | 578 | 1,401 | 1,273 |
General and Administrative Expenses [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expenses | $ 1,786 | $ 3,003 | $ 4,577 |
Stockholders' Equity (Details_5
Stockholders' Equity (Details) - Schedule of unvested RS and RSUs granted - RS and RSUs [Member] - Consultants [Member] | 12 Months Ended |
Jun. 30, 2020shares | |
Stockholders' Equity (Details) - Schedule of unvested RS and RSUs granted [Line Items] | |
Unvested at the beginning of period | 30,107 |
Granted | 42,000 |
Forfeited | (6,785) |
Vested | (59,072) |
Unvested at the end of the period | 6,250 |
Stockholders' Equity (Details_6
Stockholders' Equity (Details) - Schedule of compensation expenses - Consultants [Member] - RS and RSUs [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expenses | $ 169 | $ 458 | $ 530 |
Research and Development Expenses [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expenses | 14 | 48 | 43 |
General and Administrative Expenses [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Compensation expenses | $ 155 | $ 410 | $ 487 |
Stockholders' Equity (Details_7
Stockholders' Equity (Details) - Schedule of stock option and warrant activity | 12 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Options [Member] | |
Stockholders' Equity (Details) - Schedule of stock option and warrant activity [Line Items] | |
Options and Warrants for Common Stock | 54,870 |
Options and Warrants Exercisable for Common Stock | 48,621 |
Warrants and Options [Member] | |
Stockholders' Equity (Details) - Schedule of stock option and warrant activity [Line Items] | |
Options and Warrants for Common Stock | 3,287,363 |
Options and Warrants Exercisable for Common Stock | 3,281,114 |
$ 0.00 [Member] | Options [Member] | |
Stockholders' Equity (Details) - Schedule of stock option and warrant activity [Line Items] | |
Exercise Price per Share (in Dollars per share) | $ / shares | $ 0 |
Options and Warrants for Common Stock | 54,870 |
Options and Warrants Exercisable for Common Stock | 48,621 |
Weighted Average Remaining Contractual Terms (in years) | 7 years 226 days |
Warrants [Member] | |
Stockholders' Equity (Details) - Schedule of stock option and warrant activity [Line Items] | |
Options and Warrants for Common Stock | 3,232,493 |
Options and Warrants Exercisable for Common Stock | 3,232,493 |
Warrants [Member] | $ 7.00 [Member] | |
Stockholders' Equity (Details) - Schedule of stock option and warrant activity [Line Items] | |
Exercise Price per Share (in Dollars per share) | $ / shares | $ 7 |
Options and Warrants for Common Stock | 2,470,465 |
Options and Warrants Exercisable for Common Stock | 2,470,465 |
Weighted Average Remaining Contractual Terms (in years) | 3 years 281 days |
Warrants [Member] | $ 14.00 [Member] | |
Stockholders' Equity (Details) - Schedule of stock option and warrant activity [Line Items] | |
Exercise Price per Share (in Dollars per share) | $ / shares | $ 14 |
Options and Warrants for Common Stock | 762,028 |
Options and Warrants Exercisable for Common Stock | 762,028 |
Weighted Average Remaining Contractual Terms (in years) | 2 years 21 days |
Other Income (Details)
Other Income (Details) ₪ in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017ILS (₪) | |
Other Income and Expenses [Abstract] | |||
Other Operating Income (Expense), Net | $ 43 | $ 43 | ₪ 150 |
Financial Income, Net (Details)
Financial Income, Net (Details) - Schedule of financial Income, net - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Schedule of financial Income, net [Abstract] | |||
Foreign currency translation differences, net | $ 155 | $ (26) | $ 52 |
Bank and broker commissions | (32) | (27) | (62) |
Interest income on deposits | 384 | 385 | 276 |
Interest expenses due to implementation of new accounting standards “Leases” (Topic 842) | (196) | ||
Gain related to marketable securities, net | 8,478 | ||
Other than temporary impairment loss | (850) | ||
Gain (loss) from derivatives and fair value hedge derivatives | 13 | (105) | (264) |
Other financial expense | (2) | (25) | |
Total | $ 324 | $ 225 | $ 7,605 |
Taxes on Income (Details)
Taxes on Income (Details) $ in Thousands, ₪ in Billions | Aug. 05, 2013 | Dec. 22, 2017 | Jun. 30, 2020USD ($) | Jun. 30, 2020ILS (₪) | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 |
Taxes on Income (Details) [Line Items] | |||||||
Revised corporate income tax rate | 21.00% | 21.00% | |||||
Statutory tax rate | 23.00% | 23.00% | 23.00% | 23.00% | 80.00% | ||
Accelerated depreciation description | The Subsidiary: Taxable income of Israeli companies is subject to tax at the rate of 23% in 2020, 2019 and 2018. The Subsidiary is filing its tax reports in dollars based on specific regulations of the ITA which allow, in specific circumstances, filing tax reports in dollars (“Dollar Regulations”). Under the Dollar Regulations, the Subsidiary calculates its tax liability in dollars according to certain orders. The tax liability, as calculated in dollars, is translated into NIS according to the exchange rate as of June 30 of each year. The Subsidiary has not received final tax assessments since its incorporation, however the assessments of the Subsidiary are deemed final through 2014. The Law for the Encouragement of Capital Investments, 1959 (the “Law”): The Subsidiary has programs which meet the criteria of a “Beneficiary Enterprise”, in accordance with the Law, under the Alternative Benefit Track starting with 2007 as the election year (the “2007 Program”) and 2012 as an election year to the expansion of its “Beneficiary Enterprise” program (the “2012 Program”). Under the 2012 Program, the Subsidiary, which was located in the “Other National Priority Zone” with respect to the year 2012, would be tax exempt in the first two years of the benefit period and subject to tax at the reduced rate of 10%-25% for a period of five to eight years for the remaining benefit period (dependent on the level of foreign investments). In respect of expansion programs pursuant to Amendment No. 60 to the Law, the duration of the benefit period has been amended, such that it starts at the later of the election year and the first year the Company earns taxable income provided that 12 years have not passed since the beginning of the election year and for companies in National Priority Zone A - 14 years have not passed since the beginning of the election year. The benefit period for the Subsidiary’s 2007 Program expired in 2018 (12 years since the beginning of the election year– 2007) and the benefit period for the Subsidiary’s 2012 Program is expected to expire in 2023 (12 years since the beginning of the election year - 2012). If a dividend is distributed out of tax exempt profits, as detailed above, the Subsidiary will become liable for taxes at the rate applicable to its profits from the Beneficiary Enterprise in the year in which the income was earned (tax at the rate of 10-25%, dependent on the level of foreign investments) and to a withholding tax rate of 15% (or lower, under an applicable tax treaty). Accelerated depreciation: The Subsidiary is eligible for deduction of accelerated depreciation on buildings, machinery and equipment used by the “Beneficiary Enterprise” at a rate of 200% (or 400% for buildings but not more than 20% depreciation per year) from the first year of the assets operation. | The Subsidiary: Taxable income of Israeli companies is subject to tax at the rate of 23% in 2020, 2019 and 2018. The Subsidiary is filing its tax reports in dollars based on specific regulations of the ITA which allow, in specific circumstances, filing tax reports in dollars (“Dollar Regulations”). Under the Dollar Regulations, the Subsidiary calculates its tax liability in dollars according to certain orders. The tax liability, as calculated in dollars, is translated into NIS according to the exchange rate as of June 30 of each year. The Subsidiary has not received final tax assessments since its incorporation, however the assessments of the Subsidiary are deemed final through 2014. The Law for the Encouragement of Capital Investments, 1959 (the “Law”): The Subsidiary has programs which meet the criteria of a “Beneficiary Enterprise”, in accordance with the Law, under the Alternative Benefit Track starting with 2007 as the election year (the “2007 Program”) and 2012 as an election year to the expansion of its “Beneficiary Enterprise” program (the “2012 Program”). Under the 2012 Program, the Subsidiary, which was located in the “Other National Priority Zone” with respect to the year 2012, would be tax exempt in the first two years of the benefit period and subject to tax at the reduced rate of 10%-25% for a period of five to eight years for the remaining benefit period (dependent on the level of foreign investments). In respect of expansion programs pursuant to Amendment No. 60 to the Law, the duration of the benefit period has been amended, such that it starts at the later of the election year and the first year the Company earns taxable income provided that 12 years have not passed since the beginning of the election year and for companies in National Priority Zone A - 14 years have not passed since the beginning of the election year. The benefit period for the Subsidiary’s 2007 Program expired in 2018 (12 years since the beginning of the election year– 2007) and the benefit period for the Subsidiary’s 2012 Program is expected to expire in 2023 (12 years since the beginning of the election year - 2012). If a dividend is distributed out of tax exempt profits, as detailed above, the Subsidiary will become liable for taxes at the rate applicable to its profits from the Beneficiary Enterprise in the year in which the income was earned (tax at the rate of 10-25%, dependent on the level of foreign investments) and to a withholding tax rate of 15% (or lower, under an applicable tax treaty). Accelerated depreciation: The Subsidiary is eligible for deduction of accelerated depreciation on buildings, machinery and equipment used by the “Beneficiary Enterprise” at a rate of 200% (or 400% for buildings but not more than 20% depreciation per year) from the first year of the assets operation. | |||||
Income tax description | The benefit period for the Subsidiary’s 2007 Program expired in 2018 (12 years since the beginning of the election year– 2007) and the benefit period for the Subsidiary’s 2012 Program is expected to expire in 2023 (12 years since the beginning of the election year - 2012). | The benefit period for the Subsidiary’s 2007 Program expired in 2018 (12 years since the beginning of the election year– 2007) and the benefit period for the Subsidiary’s 2012 Program is expected to expire in 2023 (12 years since the beginning of the election year - 2012). | |||||
Liable for tax at the rate applicable to its profits description | If a dividend is distributed out of tax exempt profits, as detailed above, the Subsidiary will become liable for taxes at the rate applicable to its profits from the Beneficiary Enterprise in the year in which the income was earned (tax at the rate of 10-25%, dependent on the level of foreign investments) and to a withholding tax rate of 15% (or lower, under an applicable tax treaty). | If a dividend is distributed out of tax exempt profits, as detailed above, the Subsidiary will become liable for taxes at the rate applicable to its profits from the Beneficiary Enterprise in the year in which the income was earned (tax at the rate of 10-25%, dependent on the level of foreign investments) and to a withholding tax rate of 15% (or lower, under an applicable tax treaty). | |||||
Tax rate on preferred income description | the Knesset issued the Law for Changing National Priorities (Legislative Amendments for Achieving Budget Targets for 2013 and 2014), 2013 which consists of Amendment No. 71 to the Law ( “Amendment No. 71”). According to Amendment No. 71, the tax rate on preferred income form a preferred enterprise in 2014 and thereafter will be 16% (in development area A it will be 9%). | ||||||
Dividends distributed to individuals or foreign residents tax rate | 20.00% | 20.00% | |||||
Reduced corporate income tax rate | 6.00% | 6.00% | |||||
Qualifying Israeli companies tax rate | 6.00% | 6.00% | |||||
Qualifying Israeli companies tax amount | $ 2,900,000 | ₪ 10 | |||||
Qualifying companies, description | Other qualifying companies with global consolidated revenue below NIS 10 billion, would be subject to a 12% tax rate. However, if the Israeli company is located in Jerusalem or in certain northern or southern parts of Israel, the tax rate is further reduced to 7.5%. Additionally, withholding tax on dividends for foreign investors would be subject to a reduced rate of 4% for all qualifying companies (unless further reduced by a treaty). | Other qualifying companies with global consolidated revenue below NIS 10 billion, would be subject to a 12% tax rate. However, if the Israeli company is located in Jerusalem or in certain northern or southern parts of Israel, the tax rate is further reduced to 7.5%. Additionally, withholding tax on dividends for foreign investors would be subject to a reduced rate of 4% for all qualifying companies (unless further reduced by a treaty). | |||||
Additional investments in foreign, description | Entering the regime is not conditioned on making additional investments in Israel, and a company could qualify if it invested at least 7% of the last three years’ revenue in R&D (or incurred at least NIS 75 million in R&D expenses per year) and met one of the following three conditions: 1.At least 20% of its employees are R&D employees engaged in R&D (or employs, in total, more than 200 R&D employees); 2.Venture capital investments in the aggregate of NIS 8 million were previously made in the company; or 3.Average annual growth over three years of 25% in sales or employees. Companies not meeting the above conditions may still be considered as a qualified company at the discretion of the IIA. Companies wishing to exit from the regime in the future will not be subject to claw back of tax benefits. The Knesset also approved a stability clause in order to encourage multinationals to invest in Israel. Accordingly, companies will be able to confirm the applicability of tax incentives for a 10-year period under a pre-ruling process. Further, in line with the new Organization for Economic Co-operation and Development Nexus Approach, the Israeli Finance Minister will promulgate regulations to ensure companies are benefiting from the regime to the extent qualifying research and development expenditures are incurred. The regulations were set to be finalized by March 31, 2017, with new amendments to the Law coming into effect after the regulations have been finalized. Taxable income which is not produced as part of “Preferred Enterprise” income will be taxed at the regular tax rate (23% in 2020). As of June 30, 2020, the Company’s management believes that the Company meets the conditions mentioned above to be considered as a Technological Preferred Enterprise. 3. | Entering the regime is not conditioned on making additional investments in Israel, and a company could qualify if it invested at least 7% of the last three years’ revenue in R&D (or incurred at least NIS 75 million in R&D expenses per year) and met one of the following three conditions: 1.At least 20% of its employees are R&D employees engaged in R&D (or employs, in total, more than 200 R&D employees); 2.Venture capital investments in the aggregate of NIS 8 million were previously made in the company; or 3.Average annual growth over three years of 25% in sales or employees. Companies not meeting the above conditions may still be considered as a qualified company at the discretion of the IIA. Companies wishing to exit from the regime in the future will not be subject to claw back of tax benefits. The Knesset also approved a stability clause in order to encourage multinationals to invest in Israel. Accordingly, companies will be able to confirm the applicability of tax incentives for a 10-year period under a pre-ruling process. Further, in line with the new Organization for Economic Co-operation and Development Nexus Approach, the Israeli Finance Minister will promulgate regulations to ensure companies are benefiting from the regime to the extent qualifying research and development expenditures are incurred. The regulations were set to be finalized by March 31, 2017, with new amendments to the Law coming into effect after the regulations have been finalized. Taxable income which is not produced as part of “Preferred Enterprise” income will be taxed at the regular tax rate (23% in 2020). As of June 30, 2020, the Company’s management believes that the Company meets the conditions mentioned above to be considered as a Technological Preferred Enterprise. 3. | |||||
German subsidiary corporate tax rate, description | The tax rate applicable to the German Subsidiary is the corporate tax rate of 15%, which is derived from the German Corporation Tax Act and Solidarity surcharge of 5.5% from the 15% corporate tax rate. This corporate tax rate excludes trade tax, which rate depends on the municipality in which the German Subsidiary conducts its business. Trade tax is calculated on the basis of the trade income, to which the tax rate of 3.5% is applied. The measured amount is then multiplied by the applicable rate of assessment, the registered office of the German Subsidiary is in Potsdam, and in Potsdam, the applicable rate of assessment is 455%. | The tax rate applicable to the German Subsidiary is the corporate tax rate of 15%, which is derived from the German Corporation Tax Act and Solidarity surcharge of 5.5% from the 15% corporate tax rate. This corporate tax rate excludes trade tax, which rate depends on the municipality in which the German Subsidiary conducts its business. Trade tax is calculated on the basis of the trade income, to which the tax rate of 3.5% is applied. The measured amount is then multiplied by the applicable rate of assessment, the registered office of the German Subsidiary is in Potsdam, and in Potsdam, the applicable rate of assessment is 455%. | |||||
Net operating loss carryforwards (in Dollars) | $ 51,888 | ||||||
Effective tax rate loss carryforwards percentage | 0.00% | 0.00% | |||||
Internal Revenue Service (IRS) [Member] | |||||||
Taxes on Income (Details) [Line Items] | |||||||
Net federal operating loss carry forward Years | 20 years | 20 years | 20 years | ||||
Expiring date, description | Net operating loss carryforward arising in taxable years, can be carried forward and offset against taxable income for 20 years and expiring between 2023 and 2038. | Net operating loss carryforward arising in taxable years, can be carried forward and offset against taxable income for 20 years and expiring between 2023 and 2038. | |||||
Pluristem Therapeutics Inc. [Member] | |||||||
Taxes on Income (Details) [Line Items] | |||||||
Net operating loss carryforwards (in Dollars) | $ 34,836 | ||||||
Maximum [Member] | |||||||
Taxes on Income (Details) [Line Items] | |||||||
Statutory tax rate | 35.00% | 35.00% | 35.00% | 35.00% | 35.00% | ||
Minimum [Member] | |||||||
Taxes on Income (Details) [Line Items] | |||||||
Statutory tax rate | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | ||
Subsidiaries [Member] | |||||||
Taxes on Income (Details) [Line Items] | |||||||
Accumulated losses carry forward (in Dollars) | $ 129,286 | ||||||
German Subsidiary [Member] | |||||||
Taxes on Income (Details) [Line Items] | |||||||
Accumulated losses carry forward (in Dollars) | $ 151 | ||||||
Under the 2012 Program [Member] | Maximum [Member] | |||||||
Taxes on Income (Details) [Line Items] | |||||||
Revised corporate income tax rate | 25.00% | 25.00% | |||||
Under the 2012 Program [Member] | Minimum [Member] | |||||||
Taxes on Income (Details) [Line Items] | |||||||
Revised corporate income tax rate | 10.00% | 10.00% |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of deferred tax assets - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 |
Deferred tax assets: | ||
U.S. net operating loss carryforward | $ 7,316 | $ 7,316 |
Israeli net operating loss and research and development expenses carryforward | 35,168 | 40,866 |
Consolidated net operating loss carryforward | 11,934 | |
German subsidiary net operating loss carryforward | 48 | |
Allowances and reserves | 271 | 283 |
Total deferred tax assets before valuation allowance | 54,737 | 48,465 |
Valuation allowance | (54,737) | (48,465) |
Net deferred tax asset |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, $ in Thousands | 1 Months Ended |
Jul. 31, 2020USD ($)$ / sharesshares | |
Subsequent Events (Textual) | |
Aggregate offering price | $ 75,000 |
Warrants exercise price (in Dollars per share) | $ / shares | $ 7 |
Shares, Issued (in Shares) | shares | 35,000 |
Net proceeds of common stock | $ 245 |
Subsequent event, description | (i) a grant of 1,000,000 RSUs to each of Mr. Yanay, and Mr. Aberman of which 500,000 shares vest over a term of 4 years from the date of the grant and 500,000 shares shall vest pursuant to certain performance metrics, (ii) a grant of 100,000 RSUs to Mrs. Franco-Yehuda, which vest over a term of 4 years from the date of grant; and (iii) 20,000 RSUs to each of the Company’s non-executive directors, which vest over a term of 4 years from the date of the grant. |