Exhibit 99.1
ENLIVEX THERAPEUTICS LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022
AND FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022
ENLIVEX THERAPEUTICS LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022
AND FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands (except share data)
September 30, | December 31, | |||||||
2023 | 2022 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | 1,971 | $ | 49,945 | ||||
Short term interest-bearing bank deposits | 28,527 | 299 | ||||||
Prepaid expenses and other receivables | 1,343 | 2,086 | ||||||
Total Current Assets | 31,841 | 52,330 | ||||||
Non-Current Assets | ||||||||
- | ||||||||
Property and equipment, net | 9,387 | 9,875 | ||||||
Other assets | 5,708 | 5,437 | ||||||
Total Non-Current Assets | 15,095 | 15,312 | ||||||
TOTAL ASSETS | $ | 46,936 | $ | 67,642 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | 794 | $ | 1,948 | ||||
Accrued expenses and other liabilities | 3,545 | 4,659 | ||||||
Total Current Liabilities | 4,339 | 6,607 | ||||||
Non-Current Liabilities | ||||||||
Other long-term liabilities | 3,818 | 4,194 | ||||||
Total Non-Current Liabilities | 3,818 | 4,194 | ||||||
Commitments and Contingent Liabilities | ||||||||
TOTAL LIABILITIES | 8,157 | 10,801 | ||||||
SHAREHOLDERS’ EQUITY | ||||||||
Ordinary shares of NIS 0.4 par value: | ||||||||
Authorized: 45,000,000 shares as of September 30, 2023 and December 31, 2022; | ||||||||
Issued and outstanding: 18,598,555 and 18,421,852 as of September 30, 2023 and December 31, 2022; | 2,137 | 2,117 | ||||||
Additional paid in capital | 138,539 | 136,648 | ||||||
Foreign currency translation adjustments | 1,101 | 1,101 | ||||||
Accumulated deficit | (102,998 | ) | (83,025 | ) | ||||
TOTAL SHAREHOLDERS’ EQUITY | 38,779 | 56,841 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 46,936 | $ | 67,642 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND LOSS (UNAUDITED)
U.S. dollars in thousands (except share and per share data)
For the three months ended | For the nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
Operating expenses: | ||||||||||||||||
Research and development expenses | 4,349 | 4,201 | 14,560 | 12,993 | ||||||||||||
General and administrative expenses | 1,279 | 1,476 | 4,500 | 4,959 | ||||||||||||
5,628 | 5,677 | 19,060 | 17,952 | |||||||||||||
Operating loss | (5,628 | ) | (5,677 | ) | (19,060 | ) | (17,952 | ) | ||||||||
Other expenses, net | (335 | ) | (56 | ) | (913 | ) | (5,919 | ) | ||||||||
Net loss | (5,963 | ) | (5,733 | ) | (19,973 | ) | (23,871 | ) | ||||||||
Basic & diluted loss per share | $ | (0.32 | ) | $ | (0.31 | ) | $ | (1.08 | ) | $ | (1.30 | ) | ||||
Weighted average number of shares outstanding | 18,597,313 | 18,391,929 | 18,566,383 | 18,379,062 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
U.S. dollars in thousands (except share data)
Ordinary Shares | Additional paid in | Currency translation | Accumulated | |||||||||||||||||||||
Shares | Amount | capital | reserve | deficit | Total | |||||||||||||||||||
Balance as of December 31, 2022 | 18,421,852 | $ | 2,117 | $ | 136,648 | $ | 1,101 | $ | (83,025 | ) | $ | 56,841 | ||||||||||||
Changes during the three months period ended March 31, 2022: | ||||||||||||||||||||||||
Restricted stock units vested | 34,295 | 3 | (3 | ) | - | - | - | |||||||||||||||||
Issuance of shares for cash consideration of $470 net of $152 issuance costs | 110,115 | 13 | 305 | - | - | 318 | ||||||||||||||||||
Stock based compensation | - | - | 633 | - | - | 633 | ||||||||||||||||||
Net loss | - | - | - | - | (7,218 | ) | (7,218 | ) | ||||||||||||||||
Balance as of March 31, 2023 (unaudited) | 18,566,262 | 2,133 | 137,583 | 1,101 | (90,243 | ) | 50,574 | |||||||||||||||||
Changes during the three months period ended June 30, 2023: | ||||||||||||||||||||||||
Issuance of shares for cash consideration of $43 net of $1 issuance costs | 14,056 | 2 | 40 | - | - | 42 | ||||||||||||||||||
Restricted stock units vested | 8,821 | 1 | (1 | ) | - | - | - | |||||||||||||||||
Stock based compensation | - | - | 511 | - | - | 511 | ||||||||||||||||||
Net loss | - | - | - | - | (6,792 | ) | (6,792 | ) | ||||||||||||||||
Balance as of June 30, 2023 (unaudited) | 18,589,139 | 2,136 | 138,133 | 1,101 | (97,035 | ) | 44,335 | |||||||||||||||||
Changes during the three months period ended September 30, 2023: | ||||||||||||||||||||||||
Restricted stock units vested | 9,416 | 1 | (1 | ) | - | - | - | |||||||||||||||||
Stock based compensation | - | - | 407 | - | - | 407 | ||||||||||||||||||
Net loss | - | - | - | - | (5,963 | ) | (5,963 | ) | ||||||||||||||||
Balance as of September 30, 2023 (unaudited) | 18,598,555 | $ | 2,137 | $ | 138,539 | $ | 1,101 | $ | (102,998 | ) | $ | 38,779 |
F-4
ENLIVEX THERAPEUTICS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
U.S. dollars in thousands (except share data)
Additional | Currency | |||||||||||||||||||||||
Ordinary Shares | paid in | translation | Accumulated | |||||||||||||||||||||
Shares | Amount | capital | reserve | deficit | Total | |||||||||||||||||||
Balance as of December 31, 2021 | 18,331,507 | $ | 2,107 | $ | 133,796 | $ | 1,101 | $ | (51,965 | ) | $ | 85,039 | ||||||||||||
Changes during the three months period ended March 31, 2022: | ||||||||||||||||||||||||
Restricted stock units vested | 34,295 | 4 | (4 | ) | - | - | - | |||||||||||||||||
Exercise of options | 7,625 | 1 | 49 | - | - | 50 | ||||||||||||||||||
Stock based compensation | - | - | 788 | - | - | 788 | ||||||||||||||||||
Net loss | - | - | - | - | (8,225 | ) | (8,225 | ) | ||||||||||||||||
Balance as of March 31, 2022 (unaudited) | 18,373,427 | 2,112 | 134,629 | 1,101 | (60,190 | ) | 77,652 | |||||||||||||||||
Changes during the three months period ended June 30, 2022: | ||||||||||||||||||||||||
Exercise of options | 7,625 | 1 | 49 | - | - | 50 | ||||||||||||||||||
Stock based compensation | - | - | 697 | - | - | 697 | ||||||||||||||||||
Net loss | - | - | - | - | (9,913 | ) | (9,913 | ) | ||||||||||||||||
Balance as of June 30, 2022 (unaudited) | 18,381,052 | 2,113 | 135,375 | 1,101 | (70,103 | ) | 68,486 | |||||||||||||||||
Changes during the three months period ended September 30, 2022: | ||||||||||||||||||||||||
Restricted stock units vested | 23,051 | 2 | (2 | ) | - | - | - | |||||||||||||||||
Exercise of options | 7,625 | 1 | 49 | - | - | 50 | ||||||||||||||||||
Stock based compensation | - | - | 471 | - | - | 471 | ||||||||||||||||||
Net loss | - | - | - | - | (5,733 | ) | (5,733 | ) | ||||||||||||||||
Balance as of September 30, 2022 (unaudited) | 18,411,728 | $ | 2,116 | $ | 135,893 | $ | 1,101 | $ | (75,836 | ) | $ | 63,274 |
* | Less than $1 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
For the nine months ended September 30, | ||||||||
2023 | 2022 | |||||||
Cash flows from operating activities | ||||||||
Net (loss) | $ | (19,973 | ) | $ | (23,871 | ) | ||
Adjustments required to reflect net cash used in operating activities: | ||||||||
Income and expenses not involving cash flows: | ||||||||
Depreciation | 635 | 556 | ||||||
Non-cash operating lease expenses | 650 | 625 | ||||||
Share-based compensation | 1,551 | 1,955 | ||||||
Loss on marketable securities and short-term bank deposits | 1,728 | 1,987 | ||||||
Changes in operating asset and liability items: | ||||||||
Decrease in prepaid expenses and other receivables | 346 | 762 | ||||||
Decrease in accounts payable trade | (1,154 | ) | 179 | |||||
Decrease in accrued expenses and other liabilities | (1,162 | ) | (400 | ) | ||||
Operating lease liabilities | (867 | ) | (928 | ) | ||||
Net cash used in operating activities | (18,246 | ) | (19,135 | ) | ||||
Cash flows from investing activities | ||||||||
Purchase of property and equipment | (229 | ) | (5,541 | ) | ||||
Proceeds from sale of property and equipment | 82 | - | ||||||
Investment in short-term interest bearing bank deposits | (30,244 | ) | - | |||||
Release of short-term interest bearing bank deposits | 288 | 10,000 | ||||||
Purchases of marketable securities | - | (1,608 | ) | |||||
Proceeds from sales of marketable securities | - | 62,549 | ||||||
Net cash (used in) provided by investing activities | (30,103 | ) | 65,400 | |||||
Cash flows from financing activities | ||||||||
Proceeds from issuance of shares, net | 360 | - | ||||||
Proceeds from exercise of options | - | 150 | ||||||
Net cash provided by financing activities | 360 | 150 | ||||||
Increase (decrease) in cash and cash equivalents | (47,989 | ) | 46,415 | |||||
Cash and cash equivalents - beginning of period | 50,357 | 11,636 | ||||||
Cash and cash equivalents - end of period | $ | 2,368 | $ | 58,051 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for taxes | $ | - | $ | - | ||||
Cash paid (received) for interest, net | $ | (755 | ) | $ | (258 | ) |
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED)
NOTE 1 - GENERAL
a. | Enlivex Therapeutics Ltd. (including its consolidated subsidiaries, “we”, “us”, “our” or the “Company”) is a clinical-stage macrophage reprogramming immunotherapy company originally incorporated on January 22, 2012 under the laws of the State of Israel. |
The Company is developing AllocetraTM, a universal, off-the-shelf cell therapy designed to reprogram macrophages into their homeostatic state. Resetting non-homeostatic macrophages into their homeostatic state is critical for immune system rebalancing and resolution of life-threatening conditions. Non-homeostatic macrophages contribute significantly to the severity of certain diseases, which include solid tumors, sepsis and others.
AllocetraTM is based on the discoveries of Professor Dror Mevorach, an expert on immune activity, macrophage activation and clearance of dying (apoptotic) cells, in his laboratory in the Hadassah University Hospital located in the State of Israel.
The Company’s ordinary shares, par value of NIS 0.40 per share (“Ordinary Shares”), are traded under the symbol “ENLV” on both the Nasdaq Capital Market and on the Tel Aviv Stock Exchange.
b. | Financial Resources |
The Company devotes substantially all of its efforts toward research and development activities and raising capital to support such activities. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding before the Company achieves sustainable revenues and profit from operations.
Research and development activities have required significant capital investment since the Company’s inception. The Company expects that its operations will require additional cash investment to pursue the Company’s research and development activities, including preclinical studies, formulation development, clinical trials and related drug manufacturing. The Company has not generated any revenues or product sales and has not achieved profitable operations or positive cash flow from operations. The Company has incurred net losses since its inception, and, as of September 30, 2023, had an accumulated deficit of $102,998 thousand.
The Company expects to continue to incur losses for at least the next several years, and the Company will need to raise additional debt or equity financing or enter into partnerships to fund its development. If the Company is not able to achieve its funding requirements, it may be required to reduce discretionary spending, may not be able to continue the development of its product candidates or may be required to delay its development programs, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives. There can be no assurances that additional financing will be secured or, if secured, will be on favorable terms. The ability of the Company to transition to profitability in the longer term is dependent on developing products and product revenues to support its expenses.
The Company’s management and board of directors (the “Board”) are of the opinion that the Company’s current financial resources will be sufficient to continue the development of the Company’s product candidates for at least twelve months from the date of filing of these financial statements on Form 6-K. The Company may determine, however, to raise additional capital during such period as the Board deems prudent. The Company’s management plans to finance its operations with issuances of the Company’s equity securities and, in the longer term, revenues. There are no assurances, however, that the Company will be successful in obtaining the financing necessary for its long-term development. The Company’s ability to continue to operate in the long term is dependent upon additional financial support.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
These unaudited condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made.
F-7
ENLIVEX THERAPEUTICS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited annual financial statements and notes thereto included in the Company’s 2022 Annual Report on Form 20-F, as filed with the SEC on April 10, 2023. The results of operations for the interim periods presented herein are not necessarily indicative of the operating results for any future period. The December 31, 2022 financial information has been derived from the Company’s audited financial statements.
Use of Estimates
The preparation of interim financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts in the consolidated balance sheets and statements of operations, it also requires that management exercise its judgment in applying the Company’s accounting policies. On an ongoing basis, management evaluates its estimates, including estimates related to its stock-based compensation expense and implicit interest rate on new lease liabilities. Significant estimates in these interim financial statements include estimates made for accrued research and development expenses and stock-based compensation expenses.
Functional Currency and Translation to The Reporting Currency
The functional currency of the Company is the U.S. dollar because the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future.
Balances related to non-monetary assets and liabilities are based on translated amounts as of the date of the change, and non-monetary assets acquired and liabilities were translated at the approximate exchange rate prevailing at the date of the transaction. Transactions included in the statement of income were translated at the approximate exchange rate in effect at the time of the applicable transaction.
1 U.S. dollar = 3.824 NIS and 3.519 NIS as of September 30, 2023 and December 31, 2022, respectively.
The U.S. dollar increased against the NIS: 3.35%, 8.66%, 1.23% and 13.92% in the three and nine month periods ended September 30, 2023 and 2022, respectively.
Recently Adopted Accounting Standards
During the nine months ended September 30, 2023, the Company was not required to adopt any recently issued accounting standards.
Recently Issued Accounting Pronouncements Not Yet Adopted
The Company has evaluated other recently issued accounting pronouncements and does not currently believe that any of these pronouncements will have a material impact on its condensed consolidated financial statements and related disclosures.
Significant Accounting Policies
There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022.
Marketable Securities.
The Company has an investment policy that includes guidelines on acceptable investment securities, minimum credit quality, maturity parameters, and concentration and diversification. The Company from time-to-time invests a portion of its excess cash in mutual funds that are classified based on the nature of their underlying securities and their availability for use in current operations. The Company’s marketable equity securities are measured at fair value with gains and losses recognized in other expense, net.
Net (loss) realized on equity securities for the nine month period ended September 30, 2022 was $(1,982) thousand. No gain or (loss) was recognized for the three months ended September 30, 2022 or for the nine months ended September 30, 2023.
F-8
ENLIVEX THERAPEUTICS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED)
NOTE 3 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH
September 30, | December 31, | |||||||
(in thousands) | 2023 | 2022 | ||||||
Cash held in banks | $ | 1,716 | $ | 2,123 | ||||
Bank deposits in U.S.$ (annual average interest rates 5.9%% and 0.1%) | 255 | 47,822 | ||||||
Total cash and cash equivalents | 1,971 | 49,945 | ||||||
Restricted cash – current – Prepaid expenses and other receivables | 113 | 113 | ||||||
Restricted cash – noncurrent – Other assets | 284 | 299 | ||||||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | 2,368 | $ | 50,357 |
NOTE 4 – SHORT TERM INTEREST-BEARING BANK DEPOSITS
September 30, | December 31, | |||||||
(in thousands) | 2023 | 2022 | ||||||
Bank deposits in U.S.$ (annual average interest rates 6.06% and 0.3%) | $ | 6,213 | $ | 299 | ||||
Bank deposits in NIS (annual average interest rates 4.43%) | 22,314 | - | ||||||
Total short-term deposits | $ | 28,527 | $ | 299 |
F-9
ENLIVEX THERAPEUTICS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED)
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment, net consisted of the following:
September 30, | December 31, | |||||||
(in thousands) | 2023 | 2022 | ||||||
Cost: | ||||||||
Laboratory equipment | $ | 2,843 | $ | 2,851 | ||||
Computers | 364 | 276 | ||||||
Office furniture & equipment | 249 | 249 | ||||||
Leasehold improvements | 8,672 | 8,606 | ||||||
12,128 | 11,982 | |||||||
Accumulated depreciation: | ||||||||
Laboratory equipment | 1,817 | 1,432 | ||||||
Computers | 264 | 203 | ||||||
Office furniture & equipment | 38 | 28 | ||||||
Leasehold improvements | 622 | 444 | ||||||
2,741 | 2,107 | |||||||
Depreciated cost | $ | 9,387 | $ | 9,875 |
Depreciation expenses for the three and nine month periods ended September 30, 2023 and 2022 were $213, $635, $192 and $556 thousand, respectively.
NOTE 6 – OTHER ASSETS
September 30, | December 31, | |||||||
(in thousands) | 2023 | 2022 | ||||||
Restricted cash | $ | 284 | $ | 299 | ||||
Long-term prepaid expenses | 512 | 113 | ||||||
Right-of-Use assets, net | 4,912 | 5,025 | ||||||
$ | 5,708 | $ | 5,437 |
NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES
September 30, | December 31, | |||||||
(in thousands) | 2023 | 2022 | ||||||
Vacation, convalescence and bonus accruals | $ | 372 | $ | 759 | ||||
Employees and payroll related | 459 | 539 | ||||||
Short term operating lease liabilities | 701 | 653 | ||||||
Accrued expenses and other | 2,013 | 2,708 | ||||||
$ | 3,545 | $ | 4,659 |
F-10
ENLIVEX THERAPEUTICS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED)
NOTE 8 – LEASES
The Company is a party to operating leases for its corporate offices, laboratory space and vehicles. The Company’s real property operating leases have remaining lease terms of up to 5 years, some of which include options to extend the leases for up to five years.
For the nine months ended September 30, | ||||||||
(in thousands) | 2023 | 2022 | ||||||
The components of lease expense were as follows: | ||||||||
Operating leases expenses | $ | 778 | $ | 773 | ||||
Supplemental consolidated cash flow information related to operating leases follows: | ||||||||
Cash used in operating activities | $ | 700 | $ | 624 | ||||
Non-cash activity: | ||||||||
Right of use assets obtained in exchange for new operating lease liabilities | $ | 569 | $ | 182 |
September 30, | December 31, | |||||||
(in thousands) | 2023 | 2022 | ||||||
Supplemental information related to operating leases, including location of amounts reported in the accompanying consolidated balance sheets, follows: | ||||||||
Other assets - Right-of-Use assets | $ | 6,932 | $ | 6,445 | ||||
Accumulated amortization | 2,020 | 1,420 | ||||||
Operating lease Right-of-Use assets, net | $ | 4,912 | $ | 5,025 | ||||
Lease liabilities – current - Accounts payable and accrued liabilities | $ | 701 | $ | 653 | ||||
Lease liabilities – noncurrent | 3,818 | 4,194 | ||||||
Total operating lease liabilities | $ | 4,519 | $ | 4,847 | ||||
Weighted average remaining lease term in years | 6.85 | 7.6 | ||||||
Weighted average annual discount rate | 3.4 | % | 3.4 | % | ||||
Maturities of operating lease liabilities as of September 30, 2023, were as follows: | ||||||||
2023(after September 30) | $ | 218 | ||||||
2024 | 775 | |||||||
2025 | 803 | |||||||
2026 | 678 | |||||||
2027 | 637 | |||||||
2028 and onwards | 2,077 | |||||||
Total undiscounted lease liability | 5,188 | |||||||
Less: Imputed interest | (669 | ) | ||||||
Present value of lease liabilities | $ | 4,519 |
F-11
ENLIVEX THERAPEUTICS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED)
NOTE 9 – COMMITMENTS AND CONTINGENT LIABILITIES
The Company is required to pay royalties to the State of Israel (represented by the Israeli Innovation Authority (the “IIA”)), computed on the basis of proceeds from the sale or license of products for which development was supported by IIA grants. These royalties are generally 3% - 5% of sales until repayment of 100% of the grants (linked to the dollar) received by the Company plus accrued interest.
The gross amount of grants received by the Company from the IIA, including accrued interest as of September 30, 2023, was approximately $9.7 million. As of September 30, 2023, the Company had not paid any royalties to the IIA.
NOTE 10 – EQUITY
All Company warrants are classified as a component of shareholders’ equity because such warrants are free standing financial instruments that are legally detachable, separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of Ordinary Shares upon exercise, requires physical settlement and do not provide any guarantee of value or return.
Number of Warrants | Weighted average exercise price | |||||||
Outstanding January 1, 2023 | 202,251 | $ | 23.31 | |||||
Outstanding and exercisable September 30, 2023 | 202,251 | $ | 23.31 |
Composed of the following:
Number of Warrants | Exercise Price Per Share | Issuance date | Expiration date | |||||||
22,750 | $ | 10 | February 26, 2020 | February 24, 2025 | ||||||
160,727 | $ | 25 | February 12, 2021 | February 9, 2026 | ||||||
18,774 | $ | 25 | February 17, 2021 | February 9, 2026 | ||||||
202,251 |
NOTE 11 – SHARE-BASED COMPENSATION
a) | As of September 30, 2023, 5,028,704 Ordinary Shares were authorized for issuance to employees, directors and consultants under the 2019 Equity Incentive Plan, of which 1,328,912 shares were available for future grant. |
b) | The following table contains information concerning options granted under the existing equity incentive plans: |
For the three months ended September 30, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |||||||||||||
Outstanding at beginning of period | 2,915,493 | $ | 5.84 | 2,388,997 | $ | 5.95 | ||||||||||
Forfeited and expired | (14,108 | ) | $ | 11.53 | (3,750 | ) | $ | 5.21 | ||||||||
Exercised | - | $ | - | (7,625 | ) | $ | 6.49 | |||||||||
Outstanding at end of period | 2,901,385 | $ | 5.82 | 2,377,622 | $ | 5.95 | ||||||||||
Exercisable at end of period | 2,110,072 | $ | 5.66 | 1,787,448 | $ | 5.14 | ||||||||||
Non-vested at beginning of period | 825,115 | $ | 6.27 | 660,374 | $ | 7.59 | ||||||||||
Vested | (21,318 | ) | $ | 12.43 | (66,638 | ) | $ | 7.55 | ||||||||
Forfeited | (12,484 | ) | $ | 12.33 | (3,562 | ) | $ | 5.24 | ||||||||
Non-vested at the end of period | 791,313 | $ | 6.01 | 590,174 | $ | 7.60 |
F-12
ENLIVEX THERAPEUTICS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED)
NOTE 11 – SHARE-BASED COMPENSATION (Cont.)
For the nine months ended September 30, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |||||||||||||
Outstanding at beginning of period | 2,939,434 | $ | 5.85 | 2,142,547 | $ | 6.02 | ||||||||||
Granted | - | $ | - | 264,700 | $ | 5.48 | ||||||||||
Forfeited and expired | (38,049 | ) | $ | 8.76 | (6,750 | ) | $ | 5.27 | ||||||||
Exercised | - | $ | - | (22,875 | ) | $ | 6.49 | |||||||||
Outstanding at end of period | 2,901,385 | $ | 5.82 | 2,377,622 | $ | 5.95 | ||||||||||
Exercisable at end of period | 2,110,072 | $ | 5.66 | 1,787,448 | $ | 5.14 | ||||||||||
Non vested at beginning of period | 986,005 | $ | 6.46 | 529,082 | $ | 8.69 | ||||||||||
Granted | - | $ | - | 264,700 | $ | 5.48 | ||||||||||
Forfeited and expired | (27,859 | ) | $ | 9.24 | (6,562 | ) | $ | 5.28 | ||||||||
Vested | (166,833 | ) | $ | 8.16 | (197,046 | ) | $ | 7.73 | ||||||||
Non vested at end of period | 791,313 | $ | 6.01 | 590,174 | $ | 7.60 |
During the three and nine month periods ended September 30, 2023 and 2022, the Company recognized $304, $1,261, $313 and $1,385 thousand, respectively, of share-based compensation expenses related to stock options. As of September 30, 2023, the total unrecognized estimated compensation cost related to outstanding non-vested stock options was $1,347 thousand, which is expected to be recognized over a weighted average period of 1.07 years.
c) | Set forth below is data regarding the range of exercise prices and remaining contractual life for all options outstanding on September 30, 2023: |
Exercise price | Number of options outstanding | Remaining contractual Life (in years) | Intrinsic Value of Options Outstanding (in thousands) | No. of options exercisable | ||||||||||||||
$ | 2.69 | 649,883 | 1.67 | - | 649,883 | |||||||||||||
$ | 3.66 | 250,000 | 6.59 | - | 250,000 | |||||||||||||
$ | 4.68 | 48,750 | 6.50 | - | 36,563 | |||||||||||||
$ | 5.34 | 204,800 | 8.50 | - | 52,175 | |||||||||||||
$ | 5.34 | 445,792 | 9.14 | - | 69,263 | |||||||||||||
$ | 5.96 | 150,000 | 9.14 | - | - | |||||||||||||
$ | 6.22 | 634,177 | 3.75 | - | 634,177 | |||||||||||||
$ | 8.19 | 150,000 | 6.14 | - | 112,500 | |||||||||||||
$ | 8.23 | 12,500 | 8.14 | - | 5,000 | |||||||||||||
$ | 9.02 | 40,500 | 7.13 | - | 20,250 | |||||||||||||
$ | 10.12 | 12,126 | 5.18 | - | 12,126 | |||||||||||||
$ | 12.23 | 250,000 | 7.66 | - | 215,278 | |||||||||||||
$ | 14.00 | 50,417 | 7.57 | - | 50,417 | |||||||||||||
$ | 21.40 | 1,940 | 5.82 | - | 1,940 | |||||||||||||
$ | 90.16 | 500 | 1.17 | - | 500 | |||||||||||||
2,901,385 | - | 2,110,072 |
F-13
ENLIVEX THERAPEUTICS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED)
NOTE 11 – SHARE-BASED COMPENSATION (Cont.)
d) | The following table contains information concerning restricted stock units granted under the existing equity incentive plans: |
For the three months ended September 30, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Number of shares | Weighted average grant date fair value | Number of shares | Weighted average grant date fair value | |||||||||||||
Nonvested at beginning of period | 110,578 | $ | 9.95 | 181,350 | $ | 10.02 | ||||||||||
Granted | 223,294 | $ | 2.57 | - | $ | - | ||||||||||
Vested | (5,978 | ) | $ | 8.98 | (9,352 | ) | $ | 8.98 | ||||||||
Forfeited | (125 | ) | $ | 14.67 | (563 | ) | $ | 14.67 | ||||||||
Nonvested at end of period | 327,769 | $ | 4.93 | 171,435 | $ | 9.71 |
For the nine months ended September 30, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Number of shares | Weighted average grant date fair value | Number of shares | Weighted average grant date fair value | |||||||||||||
Nonvested at beginning of period | 157,560 | $ | 9.95 | 229,331 | $ | 10.08 | ||||||||||
Granted | 223,294 | $ | 2.57 | - | $ | - | ||||||||||
Vested | (52,522 | ) | $ | 10.02 | (57,333 | ) | $ | 10.19 | ||||||||
Forfeited | (563 | ) | $ | 14.67 | (563 | ) | $ | 14.67 | ||||||||
Nonvested at end of period | 327,769 | $ | 4.93 | 171,435 | $ | 9.71 |
The Company estimates the fair value of restricted stock units based on the closing sales price of the Ordinary Shares on the date of grant (or the closing bid price, if no sales were reported). For the three and nine month periods ended September 30, 2023 and 2022, the Company recognized $103, $290, $158 and $570 thousand, respectively, of share-based compensation expense related to restricted stock units. Total share-based compensation expense related to restricted stock units not yet recognized as of September 30, 2023 was $796 thousand, which is expected to be recognized over a weighted average period of 0.66 years.
F-14
ENLIVEX THERAPEUTICS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (UNAUDITED)
NOTE 11 – SHARE-BASED COMPENSATION (Cont.)
The following table summarizes share-based compensation expenses related to grants under the existing equity incentive plans included in the statements of operations:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||||||
Research & development | $ | 97 | $ | 208 | $ | 415 | $ | 717 | ||||||||
General & administrative | 310 | 263 | 1,136 | 1,238 | ||||||||||||
Total | $ | 407 | $ | 471 | $ | 1,551 | $ | 1,955 |
NOTE 12 – FAIR VALUE MEASUREMENT
The Company’s financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of September 30, 2023 and December 31, 2022:
(in thousands) | September 30, 2023 | |||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Cash and cash equivalents | $ | 1,971 | $ | 1,971 | $ | - | $ | - | ||||||||
Short term deposits | 28,527 | 28,527 | - | - | ||||||||||||
Restricted cash current | 113 | 113 | - | - | ||||||||||||
Restricted cash non-current | 284 | 284 | - | - | ||||||||||||
Total financial assets | $ | 30,895 | $ | 30,895 | $ | - | $ | - |
(in thousands) | December 31, 2022 | |||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Cash and cash equivalents | $ | 49,945 | $ | 49,945 | $ | - | $ | - | ||||||||
Short term deposits | 299 | 299 | - | - | ||||||||||||
Restricted cash current | 113 | 113 | - | - | ||||||||||||
Restricted cash non-current | 299 | 299 | - | - | ||||||||||||
Total financial assets | $ | 50,656 | $ | 50,656 | $ | - | $ | - |
NOTE 13 – EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
The Company evaluated all events and transactions that occurred subsequent to the balance sheet date and prior to the date on which these unaudited condensed consolidated financial statements were issued and determined that, except as set forth below, no subsequent event necessitated disclosure.
1. | In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas. The Company cannot currently predict the intensity or duration of Israel’s war against Hamas, nor can the Company predict how this war will ultimately affect its business and operations. |
2. | On November 2, 2023, the Economic Department of the Tel Aviv District Court (the “Court”) approved the Company’s share repurchase program for up to an aggregate amount of $1.5 million of the Company’s outstanding Ordinary Shares, which was program was previously approved by the Board in August 2023. In the event that the Company elects to repurchase shares under the program, the Company must do so within 45 days following the Court approval, and any such repurchase is subject to compliance with applicable law. |
F-15