Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2020shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Purple Biotech Ltd. |
Entity Central Index Key | 0001614744 |
Amendment Flag | true |
Amendment Description | Purple Biotech Ltd. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2020 (the “Form 20-F”), filed with the Securities and Exchange Commission on March 16, 2021 (the “Original Filing Date”), solely to correct an inadvertent typographical error with respect to the timing for the initiation of the phase 1/2 study of CM24, the Company’s monoclonal antibody drug candidate blocking CEACAM1, a novel immune checkpoint that supports tumor immune evasion and survival through multiple pathways. As previously disclosed, the phase 1/2 of CM24 is expected to be initiated imminently. This Amendment speaks as of the Original Filing Date, and other than as explicitly set forth herein, does not reflect any events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any disclosures made in the Form 20-F except as set forth in this explanatory note. |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F/A |
Document Period End Date | Dec. 31, 2020 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2020 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Accelerated Filer |
Entity Interactive Data Current | Yes |
Entity Incorporation State Country Code | L3 |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-37643 |
Entity Common Stock, Shares Outstanding | 17,210,574 |
Icfr Auditor Attestation Flag | true |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 11,247 | $ 4,385 |
Short term deposits | 46,558 | 10 |
Trade receivables | 500 | |
Financial assets | 2,000 | |
Other current assets | 977 | 1,907 |
Total current assets | 59,282 | 8,302 |
Non-current assets | ||
Right to use assets | 790 | 206 |
Fixed assets, net | 178 | 38 |
Long term deposits | 3,071 | |
Intangible assets | 20,482 | 6,172 |
Total assets | 83,803 | 14,718 |
Liabilities | ||
Lease liability - short term | 207 | 195 |
Accounts payable | 1,198 | 1,245 |
Other payables | 1,693 | 2,106 |
Total current liabilities | 3,098 | 3,546 |
Non-current liabilities | ||
Lease liability | 688 | 28 |
Post-employment benefit liabilities | 265 | 285 |
Total non - current liabilities | 953 | 313 |
Equity | ||
Share capital, no par value | ||
Share premium | 118,909 | 46,986 |
Receipts on account of warrants | 29,984 | 9,874 |
Capital reserve for share-based payments | 8,115 | 3,181 |
Capital reserve from transactions with related parties | 761 | 761 |
Capital reserve from transactions with non- controlling interest | (859) | (859) |
Accumulated loss | (77,521) | (49,522) |
Equity attributable to owners of the Company | 79,389 | 10,421 |
Non-controlling interests | 363 | 438 |
Total equity | 79,752 | 10,859 |
Total liabilities and equity | $ 83,803 | $ 14,718 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Profit or loss [abstract] | |||||
Revenues | $ 1,000 | $ 1,000 | $ 1,000 | ||
Research and development expenses | 7,488 | 2,674 | 5,268 | ||
Sales, general and administrative expenses | 6,306 | 6,078 | 5,195 | ||
Reimbursement of legal fees | (182) | (596) | (743) | ||
Other income | (894) | ||||
Total operating expenses | 13,612 | 8,156 | 8,826 | ||
Operating Loss | 12,612 | 7,156 | 7,826 | ||
Expenses (income) on account of warrants | 15,655 | (1,509) | (2,740) | ||
Finance expense | 61 | 181 | 576 | ||
Finance income | (254) | (151) | (93) | ||
Finance expenses (income), net | 15,462 | (1,479) | (2,257) | ||
Taxes expenses, net | 216 | ||||
Loss for the year | 28,074 | 5,893 | 5,569 | ||
Loss attributable to: | |||||
Owners of the Company | 27,999 | 5,850 | 5,200 | ||
Non-controlling interests | 75 | 43 | 369 | ||
Total Loss attributable | $ 28,074 | $ 5,893 | $ 5,569 | ||
Loss per share data | |||||
Basic and diluted loss per ADS - USD | $ 2.44 | $ (3) | [1] | $ (3.90) | [1] |
Number of shares used in calculating basic and diluted loss per ADS | 11,500,113 | (1,936,778) | [1] | (1,420,530) | [1] |
[1] | Restated to reflect a 1:10 reverse ratio of the ADSs, that took place in August 2020, see Note 10A. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Share Capital | Share premium | Receipts on account of warrants | Capital reserve for share-based payments | Capital reserve from transactions with related parties | Capital reserve from transactions with Non-controlling interest | Accumulated loss | Equity attributable to owners of parent | Non-controlling interests | Total |
Balance at Dec. 31, 2017 | $ 35,979 | $ 7,415 | $ 1,725 | $ 761 | $ (38,472) | $ 7,408 | $ 1,280 | $ 8,688 | ||
Transactions with owners of the Company: | ||||||||||
Issuance of American Depository Shares (ADSs) on the NASDAQ, net of issuance costs | 4,276 | 4,276 | 4,276 | |||||||
Issuance of shares due to RSUs vesting | 299 | (299) | ||||||||
Exercise of warrants | 2,133 | 2,133 | 2,133 | |||||||
Share issuance due to an acquisition of a subsidiary (see Note 5A) | 1,856 | (859) | 997 | (861) | 136 | |||||
Share-based payments | 54 | 288 | 342 | 431 | 773 | |||||
Transfer of derivative instrument from liability to equity (see Note 10D) | 567 | 567 | 567 | |||||||
Total transactions with owners of the Company | 8,618 | 567 | (11) | (859) | 8,315 | (430) | 7,885 | |||
Comprehensive loss for the year | (5,200) | (5,200) | (369) | (5,569) | ||||||
Balance at Dec. 31, 2018 | 44,597 | 7,982 | 1,714 | 761 | (859) | (43,672) | 10,523 | 481 | 11,004 | |
Transactions with owners of the Company: | ||||||||||
Issuance of American Depository Shares (ADSs) on the NASDAQ, net of issuance costs | 2,200 | 298 | 2,498 | 2,498 | ||||||
Issuance of shares due to RSUs vesting | 104 | (104) | ||||||||
Exercise of warrants | 85 | (42) | 43 | 43 | ||||||
Share-based payments | 1,273 | 1,273 | 1,273 | |||||||
Transfer of derivative instrument from liability to equity (see Note 10D) | 1,934 | 1,934 | 1,934 | |||||||
Total transactions with owners of the Company | 2,389 | 1,892 | 1,467 | 5,748 | 5,748 | |||||
Comprehensive loss for the year | (5,850) | (5,850) | (43) | (5,893) | ||||||
Balance at Dec. 31, 2019 | 46,986 | 9,874 | 3,181 | 761 | (859) | (49,522) | 10,421 | 438 | 10,859 | |
Transactions with owners of the Company: | ||||||||||
Issuance of American Depository Shares (ADSs) on the NASDAQ, net of issuance costs | 21,200 | 14,825 | 2,723 | 38,748 | 38,748 | |||||
Exercise of warrants | 38,013 | (23,780) | 455 | 14,688 | 14,688 | |||||
Share-based payments | 889 | 1,756 | 2,645 | 2,645 | ||||||
Transfer of derivative instrument from liability to equity (see Note 10D) | 27,386 | 27,386 | 27,386 | |||||||
ADS and warrants issued in connection with the purchase of a subsidiary (see Note 5B) | 11,821 | 1,679 | 13,500 | 13,500 | ||||||
Total transactions with owners of the Company | 71,923 | 20,110 | 4,934 | 96,967 | 96,967 | |||||
Comprehensive loss for the year | (27,999) | (27,999) | (75) | (28,074) | ||||||
Balance at Dec. 31, 2020 | $ 118,909 | $ 29,984 | $ 8,115 | $ 761 | $ (859) | $ (77,521) | $ 79,389 | $ 363 | $ 79,752 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Loss for the year | $ (28,074) | $ (5,893) | $ (5,569) |
Adjustments: | |||
Depreciation | 235 | 178 | 7 |
Finance expenses (income), net | 15,462 | (1,479) | (2,257) |
Share-based payments | 2,645 | 1,273 | 773 |
Income in regards with settlement with a minority shareholder of a subsidiary (see Note 5A) | (894) | ||
Total adjustments | (9,732) | (5,921) | (7,940) |
Changes in assets and liabilities: | |||
Changes in trade receivables and other current assets | 501 | 62 | (1,111) |
Changes in accounts payable | (2,330) | 503 | 393 |
Changes in other payables | (511) | (77) | 241 |
Changes in post-employment benefit liabilities | (20) | (148) | (63) |
Changes in assets and liabilities, total | (2,360) | 340 | (540) |
Net cash used in operating activities | (12,092) | (5,581) | (8,480) |
Cash flows from investing activities: | |||
Cash assumed as part of acquisition of FameWave (See Note 5B) | 69 | ||
Investment in financial assets and loan granted (See Note 5B) | (2,100) | ||
Decrease (increase) in short and long term deposits | (49,618) | 1,511 | 1,967 |
Interest received | 110 | 151 | 93 |
Acquisition of fixed assets | (156) | (11) | (16) |
Net cash provided by (used in) investing activities | (49,595) | (449) | 2,044 |
Cash flows from financing activities: | |||
Proceeds from issuance of ADSs | 27,925 | 2,594 | 4,683 |
ADS issuance expenses paid | (2,074) | (264) | (407) |
Proceeds from issuance of warrants | 26,574 | 3,406 | 3,467 |
Warrants issuance expenses paid | (3,281) | (347) | (301) |
Proceeds from exercise of warrant | 19,547 | 43 | 515 |
Repayment of lease liability | (179) | (171) | |
Interest paid | (24) | (28) | (169) |
Net cash provided by financing activities | 68,488 | 5,233 | 7,788 |
Net increase (decrease) in cash and cash equivalents | 6,801 | (797) | 1,352 |
Cash and cash equivalents at the beginning of the year | 4,385 | 5,163 | 3,947 |
Effect of translation adjustments on cash and cash aquivalents | 61 | 19 | (136) |
Cash and cash equivalents at end of the year | 11,247 | 4,385 | 5,163 |
Non- Cash activities: | |||
Reclassification of non-tradable derivatives until registered for trading | $ 27,386 | $ 1,934 | $ 567 |
General
General | 12 Months Ended |
Dec. 31, 2020 | |
General [Abstract] | |
General | Note 1 - General Reporting entity A. Purple Biotech Ltd. (hereinafter: "the Company "Purple" The Company has two operating segments: (i) Oncology, which includes NT219, a therapeutic candidate which is a small molecule targeting the novel cancer drug resistance pathways IRS1/2 and STAT3. and CM24 a monoclonal antibody blocking CEACAM1, a novel immune checkpoint that supports tumor immune evasion and survival through multiple pathways. (ii) Pain and Hypertension, which includes Consensi®, a combination drug approved by the FDA for marketing in the U.S and is partnered in the U.S, China and South Korea. The Company was incorporated in Israel as a private company in August 1968, and has been listed for trading on the Tel Aviv Stock Exchange since September 1978. In October 2012, the Company disposed of all of its previous operations, and in July 2013, the Company acquired shares of Kitov Pharmaceuticals Ltd. (hereinafter: " Kitov B. The Company's securities (American Depository Shares ("ADS") as well as Series A warrants) were listed for trading on the NASDAQ in November 2015. Each ADS represents 10 ordinary shares with no par value following a reverse split in effect from August 23, 2020 (see Note 10A). Each 10 warrants enables the purchase of 1 ADS. In December 2020 the Company changed its name from Kitov Pharma Ltd to Purple Biotech Ltd. The Company's address is 4 Oppenheimer St., Science Park Rehovot 7670104 Israel. C. In January 2017, the Company acquired the majority of shares of TyrNovo Ltd. (hereinafter: " TyrNovo In January 2020, the Company acquired 100% of FameWave Ltd (hereinafter ""FameWave"), see also Note 5B. The Company together with TyrNovo and FameWave are referred to, in these consolidated financial statements, as " the Group D. Since incorporation through December 31, 2020, the Group has incurred losses and negative cash flows from operations mainly attributed to its development efforts and has an accumulated deficit of USD 77.5 million. The Group has financed its operations mainly through private and public financing rounds. Through December 31, 2020, the Company raised a total of USD 93.8 million net (excluding exercise of warrants). E. While the COVID-19 pandemic has affected our operations to date to a certain extent such as causing a slowdown in product sales and operation of clinical studies, the extent to which the COVID-19 pandemic may impact our operations in the future will depend on future developments. In particular, the continued spread of COVID-19 globally could materially adversely impact our operations and workforce, including our manufacturing activities, clinical trials and product sales, as well as our ability to continue to raise capital. |
Basis of Preparation of the Con
Basis of Preparation of the Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Preparation of the Financial Statements [Abstract] | |
Basis of Preparation of the Consolidated Financial Statements | Note 2 - Basis of Preparation of the Consolidated Financial Statements A. Statement of compliance with International Financial Reporting Standards The Group has prepared the consolidated financial statements in accordance with International Financial Reporting Standards (hereinafter: "IFRS"), as issued by the International Accounting Standard Board ("IASB"). These consolidated financial statements were approved by the board of directors on March 11, 2021. B. Functional and presentation currency These consolidated financial statements are presented in US dollars (USD), which is the Group's functional currency, rounded to the nearest one thousand, unless otherwise noted. The USD is the currency that represents the principal economic environment in which the Group operates. C. Use of estimates and judgment The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Management prepares the estimates on the basis of past experience, various facts, external circumstances, and reasonable assumptions according to the pertinent circumstances of each estimate. The preparation of accounting estimates used in the preparation of the Group's consolidated financial statements requires management of the Group to make assumptions regarding circumstances and events that involve considerable uncertainty. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about assumptions made by the Group with respect to the future and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year are included in the following notes: Estimate Principal assumptions Possible effects Reference Fair value measurement of non-trading derivatives Unobservable inputs used in the valuation model including standard deviation and discount rates Profit or loss from a change in the fair value of derivative financial instruments For information on a sensitivity analysis of level 3 financial instruments carried at fair value see Note 21B regarding financial instruments Assessment of probability of contingent liabilities Whether it is more likely than not that an outflow of economic resources will be required in respect of legal claims pending against the Company and its investees Reversal or creation of a provision for a claim For information on the Company's exposure to claims see Note 13B regarding contingent liabilities Recoverability of intangible assets The discounted cash flows method includes assumptions such as future expenses, future revenues, successes rate and discount rate. impermanent of the In-process research and development in profit or loss See Note 5 regarding subsidiaries Examination of existence of business When acquiring an operation, the Group uses judgement to determine whether a "business" was acquired or the acquisition does not meet the definition of a "business". In order to do so the Group examines, inter alia, whether substantially all of the fair value of the acquired assets is attributable to a single identifiable asset or to a group of similar identifiable assets. This decision may affect, inter alia, the recognition of transaction costs, deferred taxes, gain on bargain purchase, goodwill and future revaluation gains. See Note 5 regarding subsidiaries. Measurement of variable consideration In order to determine the transaction price, the Group estimates the amount of the variable consideration and recognizes revenue in an amount where there is a high probability that its inclusion will not result in a significant revenue reversal in the future after the uncertainty has been resolved. An increase or decrease in amounts of revenue recognized over the contract period. See Note 14 regarding revenue Determining the discount rate of a lease liability The Group discounts the lease payments using its incremental borrowing rate. An increase or decrease in the lease liability, right-to-use asset and depreciation and financing expenses recognized. See Note 7 regarding leases Determining the lease term In order to determine the lease term, the Group takes into consideration the period over which the lease is non-cancellable, not including renewal options since it is reasonably certain it will exercise and/or termination options that it is reasonably certain it will not exercise. An increase or decrease in the initial measurement of a right-to-use asset and lease liability and in depreciation and financing expenses in subsequent periods. See Note 7 regarding leases Fair value measurement The Group's management regularly reviews significant unobservable inputs and valuation adjustments, including obtaining valuations prepared by third parties and assessing the evidence to support the conclusion that these valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the Group Audit Committee. When measuring the fair value of an asset or liability, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: - Level 1: quoted prices in active markets for identical assets or liabilities. - Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. - Level 3: inputs for the asset or liability that are not based on observable market data. If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. Further information about the assumptions made in measuring fair value of share-based payments, intangible assets, financial asset, and derivative instruments are included in Note 11, Note 5 and Note 21B, respectively. D. Exchange rates and linkage bases Balances in foreign currency or linked thereto are included in the consolidated financial statements at the representative exchange rates, as published by the Bank of Israel, which were prevailing as of the statement of financial position date. Data on exchange rates are as follows: Representative exchange rate of USD (NIS/USD 1) Date of consolidated financial statements: December 31, 2020 3.215 December 31, 2019 3.456 December 31, 2018 3.748 Changes in exchange rates for the year ended: % December 31, 2020 (7 ) December 31, 2019 (7.8 ) December 31, 2018 8.1 E. Initial application of new standards, amendments to standards and interpretations As from January 1, 2020 the Group applies the new amendments to IFRS 3, Business Combinations, see Note 3A for further information. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 - Significant Accounting Policies The accounting policies set out below have been consistently applied for all periods presented in these consolidated financial statements: A. Basis of consolidation 1. Business combination The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. Amendment to IFRS 3, Business Combinations The Amendment is effective for transactions to acquire an asset or business for which the acquisition date is in annual periods beginning on or after January 1, 2020. The Amendment clarifies when a transaction to acquire an operation is the acquisition of a "business" and when it is the acquisition of a group of assets that according to the standard is not considered the acquisition of a "business". For the purpose of this examination, the Amendment added an optional concentration test so that if substantially all of the fair value of the acquired assets is attributable to a group of similar identifiable assets or to a single identifiable asset, this will not be the acquisition of a business. In addition, the minimum requirements for definition as a business have been clarified, and examples illustrating the aforesaid examination were added, such as for example the requirement that the acquired processes be substantive so that in order for it to be a business, the operation shall include at least one input element and one substantive process, which together significantly contribute to the ability to create outputs. Furthermore, the Amendment narrows the reference to the output's element required in order to meet the definition of a business and added examples illustrating the aforesaid examination. The group applied this amendment for the FameWave acquisition transaction. For further information see Note 5B. 2. Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. 3. Non-controlling interests Non-controlling interests are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. 4. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. B. Foreign currency transactions Transactions in foreign currency are translated to the functional currency of the Group at exchange rates as of the transaction dates. Monetary assets and liabilities denominated in foreign currency as of the reporting date are translated into the functional currency at the exchange rate as of the said date. Exchange rate differences with respect to monetary items are the differences between the amortized cost in the functional currency as of the start of the year, adjusted for the effective interest during the year, and the amortized cost in foreign currency, translated at the exchange rate as of the end of the year. Non-monetary items denominated in foreign currency and measured at historical cost, are translated using the exchange rate as of the transaction date. Exchange rate differences arising from translation into the functional currency are recognized on the statement of operations as financial expenses. C. Financial instruments 1. Non-Derivative financial instruments a. Non-derivative financial assets Initial recognition and measurement of financial assets The Group initially recognizes trade receivables and debt instruments issued on the date that they are created. All other financial assets are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial asset. A trade receivable without a significant financing component is initially measured at the transaction price. Receivables originating from contract assets are initially measured at the carrying amount of the contract assets on the date classification was changed from contract asset to receivables. Derecognition of financial assets Financial assets are derecognized when the contractual rights of the Group to the cash flows from the asset expire, or the Group transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. When the Group retains substantially all of the risks and rewards of ownership of the financial asset, it continues to recognize the financial asset. Classification of financial assets into categories and the accounting treatment of each category Financial assets are classified at initial recognition to one of the following measurement categories: assets at amortized cost; assets at fair value through other comprehensive income – investments in debt instruments; assets at fair value through other comprehensive income – investments in equity instruments; or assets at fair value through profit or loss. Financial assets are not reclassified in subsequent periods unless, and only if, the Group changes its business model for the management of financial debt assets, in which case the affected financial debt assets are reclassified at the beginning of the period following the change in the business model. b. Non-derivative financial liabilities Non-derivative financial liabilities include: accounts payables and other payables. Initial recognition of financial liabilities The Group initially recognizes debt securities issued on the date that they originated. All other financial liabilities are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. Subsequent measurement of financial liabilities Financial liabilities (other than financial liabilities at fair value through profit or loss) are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Financial liabilities are designated at fair value through profit or loss if the Group manages such liabilities and their performance is assessed based on their fair value in accordance with the Group's documented risk management strategy, providing that the designation is intended to prevent an accounting mismatch, or the liability is a combined instrument including an embedded derivative. Derecognition of financial liabilities Financial liabilities are derecognized when the obligation of the Group, as specified in the agreement, expires or when it is discharged, cancelled or transferred to equity. c. Derivative financial liabilities The Group holds derivative financial instruments that do not serve for hedging purposes. Measurement of derivative financial instruments Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below. The changes in fair value of these derivatives are recognized in profit or loss, as financing income or expense. The fair value of these derivatives is based on an evaluation, and classified as level 3. D. Intangible assets 1. Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred. Development activities involve also plans or designs for the production of new or substantially improved products and processes. Development expenditure are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group has the intention and sufficient resources to complete development and to use or sell the asset. Currently all development costs are recognized in profit and loss as expense. 2. Other intangible assets Other intangible assets, including in-process research and development in respect of the Company's acquisition of TyrNovo and Famewave (see also Note 5), which have infinite useful lives, are measured at cost less accumulated impairment losses. 3. Amortization The Group examines the useful life of an intangible asset that is not periodically amortized at least once a year in order to determine whether events and circumstances continue to support the decision that the intangible asset has an indefinite useful life. 4. Timing of impairment testing Once a year and on the same date, or more frequently if there are indications of impairment, the Group estimates the recoverable amount of each cash generating unit that contains goodwill, or intangible assets that have indefinite useful lives or are unavailable for use. E. Loss per share The Group presents basic and diluted loss per share data for its ordinary share capital. Basic loss per share is calculated by dividing the loss attributable to holders of ordinary shares, by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is determined by adjusting the profit or loss attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding, after adjustment for treasury shares, for the effects of all dilutive potential ordinary shares, which comprise convertible debentures, share options and share options granted to employees. F. Employee benefits The Group has a number of post-employment benefit plans. The plans are usually financed by deposits with insurance and pension companies, and they are classified as defined contribution plans and as defined benefit plans. A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an expense in profit or loss in the periods during which related services are rendered by employees. Other long-term employee benefits The Group's net obligation in respect of long-term employee benefits plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets. G. Share-based payment transactions The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. H. Provisions A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. I. Revenue The Group recognizes revenue from upfront and milestone payments at the point in time the milestone criteria is met and collectability is probable. The revenue is measured according to the amount of the consideration to which the Group expects to be entitled. Identifying the contract The Group accounts for a contract with a customer only when the following conditions are met: (a) The parties to the contract have approved the contract (in writing, orally or according to other customary business practices) and they are committed to satisfying the obligations attributable to them; (b) The Group can identify the rights of each party in relation to the goods or services that will be transferred; (c) The Group can identify the payment terms for the goods or services that will be transferred; (d) The contract has a commercial substance (i.e. the risk, timing and amount of the entity's future cash flows are expected to change as a result of the contract); and (e) It is probable that the consideration, to which the Group is entitled to in exchange for the goods or services transferred to the customer, will be collected. For the purpose of section (e) the Group examines, inter alia, the percentage of the advance payments received and the spread of the contractual payments, past experience with the customer and the status and existence of sufficient collateral. If a contract with a customer does not meet all of the above criteria, consideration received from the customer is recognized as a liability until the criteria are met or when one of the following events occurs: the Group has no remaining obligations to transfer goods or services to the customer and any consideration promised by the customer has been received and cannot be returned; or the contract has been terminated and the consideration received from the customer cannot be refunded. Identifying performance obligations On the contract's inception date, the Group assesses the goods or services promised in the contract with the customer and identifies as a performance obligation any promise to transfer to the customer one of the following: (a) Goods or services (or a bundle of goods or services) that are distinct; or (b) A series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. The Group identifies goods or services promised to the customer as being distinct when the customer can benefit from the goods or services on their own or in conjunction with other readily available resources and the Group's promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract. In order to examine whether a promise to transfer goods or services is separately identifiable, the Group examines whether it is providing a significant service of integrating the goods or services with other goods or services promised in the contract into one integrated outcome that is the purpose of the contract. Determining the transaction price The transaction price is the amount of the consideration to which the Group expects to be entitled in exchange for the license and commercialization agreement. The Group considers the effects of all the following elements when determining the transaction price: variable consideration, the existence of a significant financing component, non-cash consideration, and consideration payable to the customer. Variable consideration The transaction price includes fixed amounts and amounts that may change as a result of discounts, refunds, credits, price concessions, incentives, performance bonuses, penalties, claims and disputes and contract modifications that the consideration in their respect has not yet been agreed by the parties. The Group includes variable consideration, or part of it, in the transaction price only when it is highly probable that its inclusion will not result in a significant revenue reversal in the future when the uncertainty has been subsequently resolved. At the end of each reporting period and if necessary, the Group revises the amount of the variable consideration included in the transaction price. Right to use and right to access To determine whether the Group's promise to grant a license provides a customer with either a right to access the Group's IP or a right-to-use the Group's IP, the Group considers whether a customer can direct the use of, and obtain substantially all of the remaining benefits from, a license at the point in time at which the license is granted. A license is considered a "right-to-use" license when the customer maintains control of the IP upon its transfer. However, if the grantor of the license maintains involvement with the IP after its transfer, and the customer cannot direct the use of, and obtain substantially all of the remaining benefits from the license, then the license is considered a right-to-access license. The license granted by the Company, which relates to its product is granted to a third party which can obtain direct use of, and substantially all of the remaining benefits from the license at the point in time at which the license is granted. The Group will not continue to be involved in any activities that significantly affect the IP at the specific territory. Therefore recognized the license granted as right-to-use license. Principal or agent When another party is involved in providing goods or services to the customer, the Group examines whether the nature of its promise is a performance obligation to provide the defined goods or services itself, which means the Group is a principal and therefore recognizes revenue in the gross amount of the consideration, or to arrange that another party provide the goods or services which means the Group is an agent and therefore recognizes revenue in the amount of the net commission. The Group engaged with a third party to manufacture its products for the Group's customer ("the Manufacturing Agreement"). The Group is a principal when it controls the promised goods or services before their transfer to the customer. Indicators that the Group controls the goods or services before their transfer to the customer include, inter alia, as follows: the Group is the primary obligor for fulfilling the promises in the contract; the Group has inventory risk before the goods or services are transferred to the customer; and the Group has discretion in setting the prices of the goods or services. Accordiagly the Company accounts for the manufacturing agreement as an agent on a net basis. Contract modifications A contract modification is a change in the scope or price (or both) of a contract that was approved by the parties to the contract. A contract modification can be approved in writing, orally or be implied by customary business practices. A contract modification can take place also when the parties to the contract have a disagreement regarding the scope or price (or both) of the modification or when the parties have approved the modification in scope of the contract but have not yet agreed on the corresponding price modification. The Group accounts for a contract modification as an adjustment of the existing contract since the remaining goods or services after the contract modification are not distinct and therefore constitute a part of one performance obligation that is partially satisfied on the date of the contract modification. The effect of the modification on the transaction price and on the rate of progress towards full satisfaction of the performance obligation is recognized as an adjustment to revenues (increase or decrease) on the date of the contract modification, meaning on a catch-up basis. Non-cash consideration Non-cash consideration is measured at fair value. When the fair value of the consideration cannot be measured reliably, the Group measures the consideration indirectly by reference to the standalone selling price of the goods or services promised to the customer. Royalties The Company recognizes revenue for sales-based royalties promised in exchange for a license of intellectual property when the later of the following events occurs: (a) the subsequent sale occurs; or (b) the performance obligation to which some or all of the sales-based royalties has been satisfied. The Company has yet to recognize revenues from royalties. J. Financing income and expense Finance income comprises changes in the fair value of the financial liability through profit and loss, and income from short term deposits. Finance expenses include loss from exchange rate differences and interest fee. Interest expense is recognized, using the effective interest method. In the statements of cash flows, interest received is presented as part of cash flows from investing activities and interest paid is presented as part of cash flows from financing activities. K. Equity Incremental costs directly attributable to an expected issuance of an instrument that will be classified as equity are recognized as an asset in deferred expenses in the statement of financial position. The costs are deducted from the equity upon the initial recognition of the equity instruments, or are expensed as financing expenses in the statement of operations when the issuance is no longer expected to take place. L. Issuance of units of securities The consideration received from the issuance of units of securities is attributed initially to financial liabilities that are measured each period at fair value through profit or loss, and then to financial liabilities that are measured only upon initial recognition at fair value. The remaining amount is allocated to equity. Direct issuance costs are attributed to the specific securities in respect of which they were incurred, whereas joint issuance costs are attributed to the securities on a proportionate basis according to the allocation of the consideration from the issuance of the units, as described above. M. Income tax expense Income tax comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or are recognized directly in equity or in other comprehensive income to the extent they relate to items recognized directly in equity or in other comprehensive income. Current taxes Current tax is the expected tax payable (or receivable) on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Current taxes also include taxes in respect of prior years and any tax arising from dividends. Deferred taxes A deferred tax asset is recognized for unused tax losses, tax benefits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets that were not recognized are reevaluated at each reporting date and recognized if it has become probable that future taxable profits will be available against which they can be utilized. N. Leases Policy applicable as from January 1, 2019 Determining whether an arrangement contains a lease On the inception date of the lease, the Group determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Group assesses whether it has the following two rights throughout the lease term: (a) The right to obtain substantially all the economic benefits from use of the identified asset; and (b) The right to direct the identified asset's use. For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, the Group elected not to separate non-lease components from lease components and instead accounting for all the lease components and related non-lease components as a single lease component. Leased assets and lease liabilities Contracts that award the Group control over the use of a leased asset for a period of time in exchange for consideration, are accounted for as leases. Upon initial recognition, the Group recognizes a liability at the present value of the balance of future lease payments (these payments do not include certain variable lease payments), and concurrently recognizes a right-to-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs incurred in respect of the lease. Since the interest rate implicit in the Group's leases is not readily determinable, the incremental borrowing rate of the lessee is used. Subsequent to initial recognition, the right-to-use asset is accounted for using the cost model, and depreciated over the shorter of the lease term or useful life of the asset. The Group has elected to apply the practical expedient by which short-term leases of up to one year and/or leases in which the underlying asset has a low value, are accounted for such that lease payments are recognized in profit or loss on a straight-line basis, over the lease term, without recognizing an asset and/or liability in the statement of financial position. The lease term The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively. Variable lease payments Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the commencement of the lease and are included in the measurement of the lease liability. When the cash flows of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted against the right-to-use asset. Other variable lease payments that are not included in the measurement of the lease liability are recognized in profit or loss in the period in which the event or condition that triggers payment occurs. Depreciation of right-to-use asset After lease commencement, a right-to-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the useful life or contractual lease period, whichever earlier, as follows: ● Office improvements 2-5 years ● Motor vehicles 2-3 years ● Office equipment 5-10 years Policy applicable before January 1, 2019 Determining whether an arrangement contains a lease At inception or upon reassessment of an arrangement, the Group determines whether such an arrangement is or contains a lease. An arrangement is a lease or contains a lease if the following two criteria are met: ● The fulfillment of the arrangement is dependent on the use of a specific asset or assets; and ● The arrangement contains rights to use the asset. At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, an asset and a liability are recognized at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance charge on the liability is recognized using the buyer's incremental borrowing rate. Other leases are classified as operating leases, and the leased assets are not recognized on the Group's statement of financial position. Lease payments Payments made under operating leases, other than conditional lease payments, are recognized in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense on a straight-line basis, over the term of the lease. Minimum lease payments made under operating leases are recognized in profit or loss as incurred. O. New standards and interpretations not yet adopted (1) IAS 1 Presentation of Financial Statements Amendment to IAS 1, Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current The Amendment replaces certain classification requirements for current or non-current liabilities. Thus, for example, according to the Amendment, a liability will be classified as non-current when the entity has the right to defer settlement for at least 12 months after the reporting period, and it "has substance" and is in existence at the end of the reporting period. A right is in existence at the end of the reporting period only if the entity complies with conditions for deferring settlement at that date. Furthermore, the Amendment clarifies that the conversion option of a liability will affect its classification as current or non-current, other than when the conversion option is recognized as equity. The Amendment is effective for reporting periods beginning on or after January 1, 2022 and is applicable retrospectively, including an amendment to comparative data. The Group is examining the effects of the Amendment on the consolidated financial statements with no plans for early adoption. (2) Amendment to IAS 37, Provisions, Contingent Liabilities and Contingent Assets According to the Amendment, when assessing whether a contract is onerous, the costs of fulfilling a contract that should be taken into consideration are costs that relate directly to the contract, which include as follows: - Incremental costs; and - An allocation of other costs that relate directly to fulfilling a contract (such as depreciation expenses for fixed assets used in fulfilling that contract and other contracts). The Amendment is effective retrospectively for annual periods beginning on or after January 1, 2022, in respect of contracts where the entity has not yet fulfilled all its obligations. Early application is permitted. Upon application of the Amendment, the entity will not restate comparative data, but will adjust the opening balance of retained earnings at the date of initial application, by the amount of the cumulative effect of the Amendment. The Group is examining the effects of the Amendment on the financial statements with no plans for early adoption. (3) Amendment to IFRS 3, Business Combinations The Amendment replaces the requirement to recognize liabilities from business combinations in accordance with the conceptual framework, the reason being that the interaction between those instructions and the guidance provided in IAS 37 regarding recognition of liabilities was unclear in certain cases. The Amendment adds an exception to the principle for recognizing liabilities in IFRS 3. According to the exception, contingent liabilities are to be recognized according to the requirements of IAS 37 and IFRIC 21 and not according to the conceptual framework. The Amendment prevents differences in the timing of recognizing liabilities that could have led to the recognition of gains and losses immediately after the business combination (day 2 gain or loss). The Amendment also clarifies that contingent assets are not to be recognized on the date of the business combination. The Amendment is effective for annual periods beginning on or after January 1, 2022. In the opinion of the Group, application of the Amendment may have an effect on the accounting treatment of future acquisitions of operations with no plans for early adoption. |
Operating Segments
Operating Segments | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of operating segments [abstract] | |
Operating Segments | Note 4 - Operating Segments Since 2018 the chief operating decision maker (CODM) has started to review the results of two reportable segments, as described below, which form the Group's strategic business units. The strategic business units offer different products and services and the allocation of resources and evaluation of performance are managed separately because they require different technology and marketing strategies. During 2020, the Group reported to the Chief of Decision Maker (CODM) revenues, research and development expenses and loss before sales, general and administrative expenses for each segment on at least a semi annualy basis. For prior years, amounts were restated consistently with the 2020 reporting. The following summary describes the operations in each of the Group's operating segments: ● Pain and Hypertension – Includes development and marketing of Consensi R ● Oncology – Includes development of therapies to overcome tumor immune evasion and drug resistance in order to create successful long-lasting treatments for people with cancer. NT219 and CM24 development activities qualify for aggregation due to the similarities of their long-term economic characteristics, nature of products and services, class of customers and processes for procurement, manufacturing and distribution. The accounting policies of the operating segments are the same as described in Note 3 regarding significant accounting policies. Performance is measured based on segment operating results as included in reports that are regularly reviewed by the chief operating decision maker. Segment results are used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Segment results reported to the chief operating decision maker includes revenue and research and development expenses which are directly attributable to a segment on a reasonable basis. Information about reportable segments Information regarding the results of each reportable segment is included below. For the year ended December 31, 2020 Pain and Hypertension Oncology Total reportable segments Reconciliations (*) Total consolidated USD in thousands Revenues 1,000 - 1,000 - 1,000 Research and development expenses 265 6,466 6,731 757 7,488 Loss (profit) before sales, general and administrative expenses (735 ) 6,466 5,731 757 6,488 Operating loss 12,612 Finance expenses, net 15,462 Loss for the year 28,074 For the year ended December 31, 2019 Pain and Hypertension Oncology Total reportable segments Reconciliations (*) Total consolidated USD in thousands Revenues 1,000 - 1,000 - 1,000 Research and development expenses 395 2,041 2,436 238 2,674 Loss (profit) before sales, general and administrative expenses (605 ) 2,041 1,436 238 1,674 Operating loss 7,156 Finance income, net (1,479 ) Tax Expenses 216 Loss for the year 5,893 For the year ended December 31, 2018 Pain and Hypertension Oncology Total reportable segments Reconciliations (*) Total consolidated USD in thousands Revenues 1,000 - 1,000 - 1,000 Research and development expenses 2,185 2,537 4,722 546 5,268 Loss (profit) before sales, general and administrative expenses 1,185 2,537 3,722 546 4,268 Operating loss 7,826 Finance income, net (2,257 ) Loss for the year 5,569 (*) Includes employees share based payments expenses. Information on geographical segments In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Revenues in 2020 and 2019 are from the U.S and in 2018 from the far-east. For further information see Note 14. All of the Group's non-current assets are located in Israel. |
Subsidiaries
Subsidiaries | 12 Months Ended |
Dec. 31, 2020 | |
Subsidiaries [Abstract] | |
Subsidiaries | Note 5 - Subsidiaries For the year ended December 31, 2020 USD thousands IPR&D related to TyrNovo (see 5A below) 6,172 IPR&D related to Famewave (see 5B below) 14,310 Total intangible assets 20,482 A Acquisition of Tyrnovo 1. On January 13, 2017, the Company completed its acquisition from Goldman Hirsh Partners Ltd ("GHP") of a controlling interest in TyrNovo, a privately-owned Israeli company, which is developing NT219, a small molecule that has demonstrated in pre-clinical studies, the potential to overcome resistance to multiple anti-cancer drugs. Pursuant to the terms of the transaction, the Company issued to GHP 564,625 of its Ordinary Shares (the "Consideration Shares") and paid GHP aggregate cash proceeds of approximately USD 2 million (the "Cash Consideration") in exchange for 9,570 Ordinary Shares in TyrNovo, that represented approximately 65% of TyrNovo's shares. In addition, the Company was assigned a loan in the amount of USD 101 thousand which had been made by GHP to TyrNovo (the "TyrNovo Acquisition"). USD 167 thousand of the Cash Consideration was held back by the Company pending the fulfillment of certain conditions as agreed to between the Company and GHP. During 2019 the Company and GHP signed an agreement, according to which the Company paid GHP USD 91 thousand and the remaining amount of USD 76 thousand was retained by the Company to cover any future claims it might have with regards of any matter the above amount was withheld for and is waived by GHP. The Company has written off this remaining liability in June 2019. Acquisition of the Company was accounted for as the acquisition of a group of assets and liabilities in view of the acquired company not being a business and therefore not meeting the definition of a business combination in IFRS 3. Accordingly, the transaction consideration was allocated proportionately to the identifiable assets and liabilities acquired, based on their fair value at the acquisition date. In addition, no goodwill was recognized and no deferred taxes were recognized in respect of the temporary difference that existed on the acquisition date. (1) Consideration The following summarizes the acquisition date fair value of each major class of consideration: USD thousands Cash 2,000 Equity instruments issued (564,625 Ordinary Shares) (1) 1,800 Assignment of loan to the Company (101 ) Total consideration transferred 3,699 (1) The fair value of the Ordinary Shares issued was based on the listed share price of the Group on January 11, 2017 of approximately USD 3.19 per share. (2) Identifiable assets acquired and liabilities assumed The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition: USD thousands Current assets 21 Fixed assets, net 3 Intangible assets (2) 6,172 Short-term credit from bank (16 ) Trade payables (123 ) Other payables (212 ) Long-term related parties (130 ) Total net identifiable assets 5,715 (2) In-process research and development Purchased in-process research and development expense represents the value assigned to research and development projects, which were commenced but not yet completed at the date of acquisition. Technological feasibility for these projects has not been established and they have no alternative future use in research and development activities or otherwise. 2. Additional acquisition of minority shareholders In October 2017, the Company signed an agreement for the acquisition of an additional 27% stake in TyrNovo (the "Newly Acquired TyrNovo Shares"), from a group of unaffiliated minority shareholders of TyrNovo, who collectively held 4,024 ordinary shares, or approximately 27%, of TyrNovo. In exchange for these Newly Acquired TyrNovo Shares, the Company issued to these unaffiliated minority shareholders of TyrNovo, in aggregate, 658,484 newly issued ordinary shares of the Company, which, at that time, represented approximately 6% of the Company's issued and outstanding share capital . The closing of this transaction took place on March 15, 2018, following which the Company held approximately 91.9% of TyrNovo's issued and outstanding ordinary shares. The carrying amount of TyrNovo's net assets in the consolidated financial statements on the date of the acquisition was USD 2,821 thousand. The Group recognized a decrease in non-controlling interests of USD 768 thousand, an increase in share premium of USD 1,483 thousand and a decrease in a capital reserve for transactions with non-controlling interest of USD 715 thousand. 3. Settlement with a minority shareholder In June 2018, the Company signed an agreement with a minority shareholder in TyrNovo, Taoz, for the acquisition of its holding in TyrNovo, which was approximately 4.1% of TyrNovo's share capital. In exchange for these shares and for the waiving of investment rights and put options which were granted on February 9, 2017, the Company issued to Taoz 140,845 newly issued ordinary shares of the Company. The fair value of the shares issued as consideration for the acquisition of TyrNovo Shares amounted to USD 237 thousand. The fair value of the shares issued in consideration for waving the rights amounted to USD 136 thousand. As part of the agreement, the Company committed to register the newly issued shares for trading. The registration statement, registering the Company's ADSs representing the newly issued shares for trading, was declared effective by the SEC as of August 8, 2018. In accordance with the agreement, the Company paid to Taoz in cash the difference between the share price of Purple's shares on the closing date to that on the registration date, which amounted to USD 160 thousand. The cash payment was recorded to finance expenses. The carrying amount of TyrNovo's net assets in the consolidated financial statements on the date of the acquisition was USD 1,977 thousand. The Group recognized a decrease in non-controlling interests of USD 93 thousand, an increase in share premium of USD 237 thousand and a decrease in a capital reserve for transactions with non-controlling interest of USD 144 thousand. In addition, the Company derecognized the derivative liability of USD 1,030 thousand, recognized an amount of USD 894 thousand as other income and an increase in share premium of USD 136 thousand deriving from the waiving of the rights, as described above. The closing of this transaction took place on June 15, 2018, following which the Company held approximately 97.4% of TyrNovo's issued and outstanding ordinary shares. 4. Non-controlling interests Non-controlling interests are presented based on their proportionate interest in the recognized amount of the assets and liabilities of TyrNovo, see Note 10F. 5. During 2019 TyrNovo issued 13,750 shares to Purple which increased the Company's direct ownership of equity from 97.6% to 98.47%. B. Acquisition of Famewave On March 14, 2019 the Company signed an agreement to acquire 100% of FameWave Ltd, a privately held biopharmaceutical Company developing CM24, ("FameWave") from its shareholders in exchange for USD 10 million worth of its newly issued ADSs with a long-term lock-up period, priced at USD 12.3 per ADS, plus 50% warrant coverage based on an exercise price of USD 19.8 per ADS with a 4-year term. In addition, the Company provided a loan to FameWave of up to approximately USD 2 million to finance its operation until the closing of the acquisition. The acquisition closed on January 7, 2020. In consideration of the transfer of the FameWave shares to the Company and completion of the other condition set forth in the acquisition agreement, the aggregate purchase price paid by the Company for 100% of shareholders, and other stake holders (a) 807,561 of the Company's ADSs, (b) warrants to purchase 403,781 additional ADSs with a term of exercise of 4 years beginning on the date of issuance, and subject to other terms and conditions as set forth herein and in the 'warrant agreements of the Company (c) 54,472 RSUs and 27,236 options to purchase 27,236 shares of the Company. The consideration was recorded based on the fair value of the assets purchased. Under the terms of the agreement, OrbiMed, Pontifax and Arkin Holdings, leading life-science focused investment funds, exchanged their shares in FameWave for Purple ADSs and warrants, and invested USD 3.5 million in Purple in exchange for additional 284,553 newly issued ADSs of Purple. As of January 7, 2020, OrbiMed, Pontifax and Arkin Holdings each held approximately 11% of Purple's shares on a non-diluted basis. The acquisition was accounted for as an asset purchase as it does not meet the definition of a business combination in accordance with IFRS 3. FameWave does not include a system of inputs and processes, and at this stage there are no outputs. In addition, most of the fair value of the acquired assets is attributable to a single identifiable asset which is the in-process research and development asset. In addition, no goodwill was recognized on the acquisition date, See below. Identifiable assets acquired and liabilities assumed The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition: USD thousands Cash 69 Intangible assets (1) 14,310 Other receivables 6 Trade payables (2,283 ) Other payables (2,102 ) Total net identifiable assets 10,000 (1) In-process research and development Purchased in-process research and development expense represents the value assigned to research and development projects, which were commenced but not yet completed at the date of acquisition. Technological feasibility for these projects has not been established and they have no alternative future use in research and development activities or otherwise. The fair value of the assets and liabilities recognized at the acquisition date was determined according to the estimated fair value of those items. The fair value was estimated as the amount for which those items could be acquired or sold between a willing buyer and a willing seller in an arm's length transaction. C The recoverable amount of the in-process research and development assets (hereinafter – "intangible assets") was based on their value in use and was determined by discounting the future cash flows to be generated from them by using the discounted cash flows method, on the annual year test. The recoverable amount of the intangible assets exceeds their carrying amount, thus no impairment loss was recognized. The discount rate used for calculating intangible assets recoverable amount is 15%, in addition to taking into consideration the risks associated in drug candidates at this stage of development. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2020 | |
Cash and cash equivalents [abstract] | |
Cash and Cash Equivalents | Note 6 - Cash and Cash Equivalents As of December 31 2020 2019 USD thousands Balance in USD 10,758 4,279 Balance in other currencies 489 106 Total cash and cash equivalents 11,247 4,385 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 7 – Leases The Group applies IFRS 16, Leases 1. Information regarding material lease agreements entered into during the period The Group entered into an agreement for the lease of offices in Rehovot as from September 15, 2020. Accordingly, the Group recognized in the statement of financial position a right-to-use asset in the amount of USD 817 thousand concurrently with the recognition of a lease liability in the same amount. The agreement has an option to extend the lease, for additional 5 years. This additional period is not considered in the calculation of the liability as the Group currently does not predict it will use this option. The potential future lease payments not included in the lease liability are USD 534 thousand. 2. Right-to-use assets Carrying amounts of right-to-use assets and movement during the period: Office Lease USD thousands Balance as at January 1, 2019 0 Depreciation on right-to-use assets (194 ) Change during the year 400 Balance as at December 31, 2019 206 Balance as at January 1, 2020 206 Depreciation on right-to-use assets (233 ) Change during the year 817 Balance as at December 31, 2020 790 3. Lease liability Maturity analysis of the Group's lease liabilities December 31, 2020 USD thousands Less than one year 210 One to five years 840 Total 1,050 Short-term lease liability 207 Long-term lease liability 688 4. Additional information on leases (a) Amounts recognized in profit or loss 2020 2019 USD thousands USD thousands Interest expenses on lease liability 41 45 2018 USD thousands Lease payments recognized as an expense 209 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Other Current Assets [Abstract] | |
Other Current Assets | Note 8 - Other Current Assets As of December 31 2020 2019 USD thousands Receivables - 1,493 Government authorities 197 182 Prepaid expenses and other receivables 780 232 Total other current assets 977 1,907 |
Other Payables
Other Payables | 12 Months Ended |
Dec. 31, 2020 | |
Trade and other payables [abstract] | |
Other Payables | Note 9 - Other Payables As of December 31 2020 2019 USD thousands Contract liabilities, see Note 14 - 961 Due to related parties - payroll related 541 587 Accrued expenses 880 255 Government authorities 43 36 Payroll related 229 267 1,693 2,106 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Changes in equity [abstract] | |
Equity | Note 10 - Equity A. The Company's authorized share capital is 1,000,000,000 ordinary shares, with no par value, and 50,000,000 non-voting senior preferred shares, with no par value, divided into 5 classes of 10,000,000 preferred shares in each class. On August 6, 2020 in an extraordinary shareholders' meeting, it was resolved to increase the Company's registered and authorized ordinary share capital to 1,000,000,000 ordinary shares, no par value. On August 21, 2020 the ratio between ADSs and shares was changed from 1:1 to 1:10 (each 1 ADS equals 10 shares). The following note was adjusted to reflect this change and all share data is presented in ADS equivalents. In these consolidated financial statements, all numbers of ADSs reflect the reverse share split and ADS ratio change retrospectively. B. The Company's share capital As of December 31, 2020 As of December 31, 2019 Number of shares in thousands Authorized Issued and paid-in Authorized Issued and paid-in Shares, no par value 1,000,000 172,106 250,000 19,564 Class A preferred shares, no par value 10,000 - 10,000 - Class B preferred shares, no par value 10,000 - 10,000 - Class C preferred shares, no par value 10,000 - 10,000 - Class D preferred shares, no par value 10,000 - 10,000 - Class E preferred shares, no par value 10,000 - 10,000 - C. Changes in share capital during the year For the year ended December 31 2020 2019(*) 2018(*) Number of ADSs in thousands Issued as at January 1 1,956 1,600 1,122 Issuance of ADSs (See D below) 8,573 343 326 Issuance of shares (See Note 5) - - 80 Vesting of RSUs 7 10 12 Exercise of warrants 6,675 3 61 Issued as at December 31 17,211 1,956 1,601 (*) Restated to reflect a 1:10 reverse ratio of the ADSs, that took place in August 2020. D. Financing rounds 1. On June 25, 2020, in a registered direct offering on the NASDAQ, the Company raised USD 35 million gross (approximately USD 30.7 million net of placement agent fees including non- cash fees and other offering related expenses). In this registered direct offering, the Company issued an aggregate of 3,888,889 ADSs at a purchase price of USD 9 per ADS that were recorded in equity in the amount of USD 19,201 thousand net of issuance expenses. The Company also agreed to issue to the investors registered warrants to purchase up to an aggregate of 1,944,444 ADSs (hereinafter the "June 2020 warrants") that were recorded in receipts on account of warrants at a value of USD 11,472 thousand net of issuance expenses. The registered June 2020 warrants have a term of 5 years and are exercisable immediately and have an exercise price of USD 9 per ADS. In addition, the Company issued to the placement agent (or its designees) registered compensation warrants to purchase up to 194,443 ADSs at a value of USD 1,199 thousand which is included in the net amount raised above, at an exercise price of USD 11.25 per ADS. The registered placement agent warrants are immediately exercisable and have a term of 5 years from the date of the effective date of the offering. In addition to the 2,000,000 warrants that were exercised as mentioned below there were 4,675,000 warrants that were exercised during the period. On May 8, 2020, in a registered direct offering on the NASDAQ, the Company raised USD 10 million gross (approximately USD 8.4 million net of placement agent fees including non- cash fees and other offering related expenses). In this registered direct offering, the Company issued an aggregate of 2,500,000 ADSs at a purchase price of USD 4 per ADS that were recorded in equity in the amount of USD 709 thousand net of issuance expenses. The Company issued to the investors unregistered warrants to purchase up to an aggregate of 2,500,000 ADSs (hereinafter the "May 2020 warrants"). These May 2020 warrants have a term of 5.5 years, are exercisable immediately and have an exercise price of USD 4 per ADS. The warrants were considered a derivative instrument (due to a cashless exercise feature), and were recorded as a liability in the amount of USD 9,157 thousand. On July 17, 2020 the warrants were listed for trading, and, as a result the cashless feature expired. Therefore, the Company reclassified the warrants to equity according to the warrants fair value on the listing date. The changes in the warrants fair value was recorded as financial expenses. The warrants fair value on the listing date was USD 16,403 thousand. In addition, the Company issued to the placement agent (or its designees) compensation warrants to purchase up to 175,000 ADSs at a value of USD 559 thousand which is included in the net amount raised above, at an exercise price of USD 5 per ADS. The placement agent warrants are immediately exercisable and have a term of 5 years from the date of the effective date of the offering. On April 19, 2020, the Company entered into warrant exercise letters, with certain institutional investors holding the March 2020 warrants (as detailed below) to purchase an aggregate of up to 2 million of the Company's ADSs, at an exercise price of USD 3.25 per ADS. The holders agreed to exercise their March 2020 warrants in full, for gross proceeds of approximately USD 6.5 million (approximately USD 5.4 million net of placement agent fees including non- cash fees and other offering related expenses). In exchange for exercising the warrants the Company issued an aggregate of 2 million ADS, that were recorded in equity in the amount of USD 3,170 thousand. Under the exercise agreement, the Company also issued to the holders, in a private placement, new unregistered warrants to purchase up to an aggregate of 2.2 million ADSs at an exercise price of USD 3.25 per ADS (hereinafter the "new April 2020 warrants"). The new April 2020 warrants were exercisable immediately and had an exercise period of 5.5 years from the date of the issuance. The warrants were considered a derivative instrument (due to a cashless exercise feature) and were recorded as a liability in the amount of USD 5,283 thousand. On May 20, 2020 the warrants were listed for trading, and, as a result the cashless feature expired. Therefore, the Company reclassified the warrants to equity according to the warrants fair value on the listing date. The changes in the warrants fair value was recorded as financial expenses. The warrants fair value on the listing date was USD 10,982 thousand. The change in the fair value of these derivative instruments is primarily due to the change in the Company's share price between April 19, 2020 and May 20, 2020 which is reflected in the expected volatility. In addition, the Company issued to the placement agent (or its designees) warrants to purchase up to 140,000 ADSs at a value of USD 315 thousand which is included in the net amount raised above, which have the same terms as the new April 2020 warrants except for an exercise price of USD 4.0625 per ADS. On March 16, 2020, in a public offering on the NASDAQ, the Company raised USD 6 million gross (approximately USD 4.6 million net of placement agent fees including non- cash fees and other offering related expenses). In this public offering, the Company issued an aggregate of 962,000 ADS that were recorded in equity in the amount of USD1,674 thousand gross and 1,038,000 pre-funded warrants which were immediately exercised (an exercise price of USD 0.001 per each ADS) that were recorded in receipts on account of warrants in the amount of USD 1,806 thousand gross, and warrants to purchase an aggregate of up to 2,000,000 (hereinafter the "March 2020 warrants") that were recorded in receipts on account of warrants in the amount of USD 2,520 thousand gross. The March 2020 warrants were exercisable at an exercise price of USD 3.25 per ADS and had a term of exercise period of 5 years from the date of the issuance. In addition, the Company issued to the placement agent (or its designees) warrants to purchase up to 140,000 ADSs at a value of USD 241 thousand which is included in the net amount raised above. The placement agent warrants are exercisable at an exercise price of USD 3.75 per ADS and will terminate on March 12, 2025. 129,861 ADSs were issued in connection with the 2020 transactions to a former placement agent and its cost is included in the net amounts raised above. See note 5 for additional ADS and warrants issued during the period. 2. In January 2019, in a registered direct offering on the NASDAQ, the Company raised USD 6 million gross (approximately USD 5.1 million net of placement agent fees and other offering related expenses). Part of the issuance expenses were warrants issued to the placement agent in the amount of USD 298 thousand were recorded in equity. USD 129 thousand were recorded net of share premium and USD 169 thousand were recorded to finance expense. In this registered direct offering, the Company issued 342,857 ADSs and, in a concurrent private placement, 257,143 non-listed warrants to purchase 257,143 ADSs. Each non-listed warrant is exercisable until July 15, 2024 at an exercise price of USD 20.00 per ADS. The ADSs issued were recorded in equity in an amount of USD 2,200 thousand, net of issuance expenses. The warrants were considered a derivative instrument (due to a cashless exercise feature), and were recorded as a liability in the amount of USD 3,406 thousand. Issuance expenses related to the warrants, in the amount of USD 515 thousand were recorded to finance expense. During September 2019, the warrants were listed for trading, and as a result the cashless feature expired. Therefore, the Company reclassified the warrants to equity according to the warrants fair value on the listing date. The change in the warrants fair value was recorded as financial income. The warrants fair value on the listing date was USD 1,273 thousand. See also Note 21B. 3. In June 2018, in a registered direct offering on the NASDAQ, the Company raised a gross amount of USD 8.1 million (approximately USD 7.4 million net of placement agent fees and other offering related expenses). In this registered direct offering, the Company issued 326,000 ADSs and, in a concurrent private placement, 163,000 non-listed warrants to purchase 163,000 ADSs. Each non-listed warrant is exercisable until December 5, 2023 at an exercise price of USD 28. 0 per ADS. The ADS's issued were recorded in equity in an amount of USD 4,276 thousand, net of issuance expenses. The warrants were considered a derivative instrument (due to a cashless exercise feature) and were recorded as a liability in the amount of USD 3,467 thousand. Issuance expenses related to the warrants, in the amount of USD 301 thousand were recorded to finance expenses. During September 2019, the warrants were listed for trading, as a result the cashless feature expired. Therefore, the Company reclassified the warrants to equity according to the warrants fair value on the listing date. The changes in the warrants fair value was recorded as financial income. The warrants fair value on the listing date was USD 661 thousand. See also Note 21B. E. Other equity transactions 1. During 2020, the Company issued 11 thousand ordinary shares on account of vested RSUs granted in 2017 and 2018 and 54 thousand fully vested RSUs were granted to an officer, See also Note 11A. 2. During 2020, 6,675 thousand warrants, issued in March- June 2020, were exercised into 56,366 thousand ordinary shares. Subsequently, an amount of USD 23,780 thousand was recorded to share premium against receipts on accounts of warrants. 3. During 2020 the Company acquired 100% of FameWave Ltd for the equity details, See Note 5B. 4. During 2019, the Company issued 97 thousand ordinary shares on account of vested RSUs granted in 2017 and 2018. See also Note 11A. 5. During 2019, 29 thousand warrants, issued in July 2017, were exercised into 29 thousand shares for a consideration of USD 43 thousand. Subsequently, an amount of USD 42 thousand was recorded to share premium against receipts on accounts of warrants. 6. During 2018, 343 thousand warrants, issued in July 2017, were exercised into 343 thousand shares for a consideration of USD 515 thousand. In addition, 484 thousand warrants, issued in July 2017, were exercised into 264 thousand shares on a cashless exercise, and an amount of USD 1,618 thousand was recorded to share premium against derivative liabilities. 7. During 2018, the Company issued 121 thousand ordinary shares on account of vested RSUs granted in 2017. See also Note 11A. F. Non-controlling interests The following table summarizes the information relating to a subsidiary that has non-controlling interests, before any intra-group eliminations: December 31 December 31 TyrNovo Ltd. in USD thousand Non-controlling interests percentage 1.53 % 1.53 % Non-current assets 16 24 Current assets 174 192 Current liabilities (5,543 ) (646 ) Net assets (5,353 ) (430 ) Net assets attributable to non-controlling interests (82 ) (7 ) Loss for the year 4,922 2,847 Loss allocated to non-controlling interests 75 43 |
Share-based Payment Arrangement
Share-based Payment Arrangements | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangements [Abstract] | |
Share-based Payment Arrangements | Note 11 - Share-based Payment Arrangements A. On October 12, 2020, the board of directors of the Company granted 232 thousand options and 232 thousand RSUs to new officer and employees. The options have an exercise price of USD 0.432 per one ordinary share. The options and RSUs will vest over 3 years from the date of grant. The options are exercisable for 5 years from grant date. The fair value of these options and RSUs as of the grant date was measured at USD 171 thousand. On May 18, 2020, the board of directors of the Company granted 1,853 thousand options and 1,853 thousand RSUs to officers and employees. The options have an exercise price of USD 0.421 per one ordinary share. The options and RSUs will vest over 3 years from the date of grant. The options are exercisable for 5 years from grant date. The fair value of these options and RSUs as of the grant date was measured at USD 1,845 thousand. In addition, the board of directors of the Company granted a total of 1,463 thousand options and 1,463 thousand RSUs to the Chief Executive Officer, Chairman of the Board of Directors and the other directors. This grant was approved by the shareholders in August 2020. The options have an exercise price of USD 0.421 per one ordinary share. The options and RSUs will vest over 3 years from the date of grant. The options are exercisable for 5 years from grant date. The fair value of these options and RSUs as of the grant date was measured at USD 2,342 thousand. On April 2, 2020, the Company granted 178 thousand options to an officer. 151 thousand options have an exercise price of USD 0.347 per one ordinary share, and will vest over 3 years from the grant date. The options are exercisable for 7 years from grant date. The fair value of these options as of the grant date was measured at USD 40 thousand. An additional 27 thousand options were granted that have an exercise price of USD 1.98 per one ordinary share, and will vest over 3 years from the grant date. The options are exercisable for 4 years from grant date. The fair value of these options as of the grant date was measured at USD 3 thousand. In addition, 54,472 RSUs were granted which are fully vested, See Note 5B. On December 18, 2019, the Company granted 335 thousand options to an officer. The options have an exercise price of USD 0.79 per one ordinary share, and will vest over 3 years from the grant date. The options are exercisable for 7 years from grant date. The fair value of these options as of the grant date was measured at USD 221 thousand. On December 23, 2019, the Company granted 400 thousand options to the Chairman of the Board. The options have an exercise price of USD 0.814 per one ordinary share, and will vest during 3 years from the grant date. The options are exercisable for 7 years from grant date. This grant was approved by the shareholders in December 2019. The fair value of these options as of the grant date was measured at USD 207 thousand. During March and April 2019, the board of directors of the Company approved the grant of 3,162 thousand options to directors, officers, employees and consultants. The options have an exercise price of USD 1.28 – 1.64 per one ordinary share, and will vest during 3 years from the date of grant. The options are exercisable for 5-7 years from grant date. The fair value of these options as of the grant date was measured at USD 2,677 thousand. Those options that were granted to directors were approved by the shareholders of the Company in April 2019. In addition, the Company granted 61 thousand options to Tmura, an Israeli charity organization, the options have an exercise price equals USD 6 per ordinary share, and were immediately vested at the date of grant. The fair value of these options as of the grant date was measured at USD 56 thousand. On November 20, 2018, the Company granted 159,759 options and 59,720 RSUs to two officers. The RSUs and options have a vesting period of 3 years from the commencement of the offeree's engagement with the Group, with a one-year cliff for the first one-third of the vested amount, and over 8 quarters thereafter. The exercise period is 5 years from the date of the grant. The options shall have an exercise price equals to USD 1.59 per one ordinary share. 34,825 RSUs were fully vested at the time of the grant. The fair value of these RSUs and options at the date of the grant was measured at USD 71 thousand and USD 127 thousand, respectively. The Company recorded in 2020 an expense of USD 2,645 thousand (2019 - USD 1,273 thousand, 2018- USD 719 thousand), of which USD 2,409 thousand (2019 - USD 988 thousand, 2018 - USD 660 thousand) are to officers and directors. B. The number and weighted average exercise prices (in USD) of share options are as follows: Weighted average exercise price Number of options 2020 2019 2018 2020 2019 2018 Outstanding on January 1 1.71 2.6 3.08 4,754,676 1,131,781 1,002,022 Expired and forfeited during the year 0.23 - 7 1,486,125 - 30,000 Granted during the year 0.43 1.32 1.59 3,725,826 3,622,895 159,759 Outstanding on December 31 1.02 1.71 2.6 6,994,377 4,754,676 1,131,781 Exercisable on December 31 1.54 3.21 2.95 1,753,632 1,093,029 873,344 The exercise price is denominated in NIS and are re-measured using historic exchange rates. The options outstanding at December 31, 2020 had an exercise price of USD 0.346- USD 6 (2019 - USD 0.81- USD 6, 2018 -USD 1.59 - USD 4.39), and weighted average contractual life of 5.89 years (2019 - 5.56 years, 2018 - 5.29 years). C. The number of RSUs are as follows: Number of RSUs 2020 2019 Outstanding at January 1 11,509 109,419 Granted during the year 3,601,972 - Forfeited during the year 157,500 - Vested during the year 65,981 97,910 Outstanding at December 31 3,390,000 11,509 D. Options to service providers were measured at the fair value of the service, when available. The fair value of the Company's share options granted to employees, directors and consultants, where fair value of service was not measurable, was measured using the binominal model, using the fair value of the traded warrants with similar terms, making certain adjustments to reflect the specific terms of the options based on the expected duration. E The following assumptions were used : 2020 2019 2018 Share Price - USD 0.32 - 0.898 0.746 - 1.22 1.18 Option price - USD 0.347 - 1.98 0.49 - 1.1 0.80 Expected volatility (%) 95.68 - 107 99.22 - 113.78 105.77 Expected duration (years) 4 - 7 4.61 - 7 4.95 Dividend yield (%) - - - Risk free rate interest rate (%) 0.298% - 0.5% 1.63% - 1.95% 1.41% F. On January 3, 2018, TyrNovo granted 1,170 options of TyrNovo to certain employees. The options were fully vested at the date of grant. The exercise period is 7 years from the date of the grant. The options shall have an exercise price equals to USD 0.29 per one ordinary share. The fair value of these options at the date of the grant was measured at USD 431 thousand. The fair value of these options was measured using the binominal model, The following assumptions were used : 2018 Share Price - USD 368.39 Option price - USD 369.39 Expected volatility (%) 79.16 Expected duration (years) 7 Dividend yield (%) - Risk free rate interest rate (%) 2.4 % In 2018, Tyrnovo recorded a share-based compensation expense of USD 431 thousand, of which USD 402 thousand are to key management personnel. G. Expenses recognized in the consolidated financial statements: For the year ended December 31 2020 2019 2018 USD thousands Research and development expenses 756 238 546 General and administrative expenses 1,889 1,035 227 Total share-based expense recognized 2,645 1,273 773 |
Transactions and Balances with
Transactions and Balances with Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of transactions between related parties [abstract] | |
Transactions and Balances with Related Parties | Note 12 - Transactions and Balances with Related Parties In addition to their salaries or fees, the Group also provides non-cash benefits to directors and executive officers, and contributes to a post-employment defined contribution plan on behalf of employees, see Note 8 for the balances. Certain executive officers are entitled to termination benefits of up to 6 monthly salaries or fees, See Note 19. Executive officers also participate in the Group's share option programs. For further information, see Note 11 regarding share-based payments. Expenses of key management personnel: The Company recorded expenses to executive officers: For the year ended December 31 2020 2019 2018 USD thousands Short - term employee benefits 1,982 1,776 2,165 Post-employment benefits 19 22 16 Share based payments 1,667 719 574 3,668 2,517 2,755 The Company recorded expenses to directors: For the year ended December 31 2020 2019 2018 USD thousands Short - term benefits 306 339 268 Share based payments 742 269 86 1,048 608 354 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of contingent liabilities [abstract] | |
Commitments and contingent liabilities | Note 13 - Commitments and contingent liabilities A. Commitments 1. TyrNovo, has obligations to the Israel Innovation Authority (hereinafter: "IIA") with respect to grants it received from the IIA in connection with TyrNovo's technology. The requirements and restrictions for such grants are found in the Encouragement of Research, Development and Technological Innovation in Industry Law 5744-1984 and in the IIA's rules and guidelines and the terms of these grants. In general, a recipient company is obligated to pay the IIA royalties from the revenues generated from the sale of products and related services developed as a result of, a research and development program funded by the IIA (currently a yearly rate of 3% to 6%), up to the aggregate amount of the total grants received by the IIA, plus annual interest. Tyrnovo will not be required to repay the grants if it does not generate revenue. TyrNovo's technologies were developed, at least in part, with funds from IIA grants, and accordingly is obligated to pay royalties on sales of any of its IIA funded products and related services. As of December 31, 2019, the maximum royalty amount that would be payable by TyrNovo, excluding interest, is approximately NIS 5.5 million (USD 1.6 million), and as of such date, TyrNovo had not paid any royalties to the IIA. The Group does not recognize a liability for royalties because there is no reasonable assurance, as of the reporting period, that the underlying sales will occur in the future. Therefore, the financial statements do not include a liability for these royalties. 2. TyrNovo has entered into a license agreement (the "License Agreement") with Yissum Research Development company of the Hebrew University of Jerusalem Ltd. (hereafter "Yissum") dated August 15, 2013, as amended. In accordance with the License Agreement, Yissum granted the Company an exclusive license to commercialize, exploit, develop, manufacture, market, import, export, distribute, offer to sell, or sell products, that are derived from Yissum's licensed technology. In consideration for the grant of the license, the Company shall pay Yissum the following consideration during the term of the license: (i) Royalties at a rate of three percent (3%) of net sales. (ii) Sublicense fees at a rate of twelve percent (12%) of sublicense consideration. In addition, Yissum is entitled to receive an exit fee of 12% of the transaction proceeds in the event of certain pre - defined transactions set forth in the License Agreement. The consolidated financial statements do not include a liability for royalties or sublicense fees for this license agreement as there is no minimum payments and thus obligation will be recognized when the related sales will occur. 3. FameWave has entered into a a license agreement with Tel Hashomer – Medical Research Infrastructure and Services Ltd. ("THM") and Ramot at Tel Aviv University Ltd. ("Ramot") dated April 16, 2012, which was effective as of May 25, 2010, as subsequently amended (the "THM License Agreement"). Pursuant to the THM License Agreement, THM and Ramot granted the Company a worldwide, royalty-bearing, exclusive license to develop, manufacture, produce, market and sell any biopharmaceutical product and/or diagnostic product using patents and inventions owned by THM and Ramot in connection with uses of the glycoprotein CEACAM1. In consideration for the license grant, the Company shall pay to THM the following during the term of the license: i) An annual license fee of $10,000 which is credited towards any royalties to be paid during such year. ii) Royalties of three- and one-half (3.5%) of net sales with respect to Biopharmaceutical Products, and royalties of six- and one-half (6.5%) of net sales with respect to Diagnostic Products. iii) Sublicense fees at a rate of twenty percent (20%) of sublicense consideration with respect to Biopharmaceutical Products, and sublicense fees at a rate of twelve percent (12%) of sublicense consideration with respect to Diagnostic Products. The Company has undertaken to pay certain milestone payments upon the completion of certain pre-defined clinical and sales milestones. In addition, THM (on behalf of the licensors) are entitled to receive an exit fee of up to three- and one-half percent (3.5%) of all consideration received because of or in connection with an exit event (as defined in the THM License Agreement). Finally, THM also received an assignable warrant to purchase, upon the closing of any IPO of FameWave, ordinary shares of FameWave, at a price equal to a certain percentage of the forecast initial market value of FameWave for each share as was determined, prior to the IPO, for the purpose of the IPO. In accordance with the THM License Agreement, THM is entitled to appoint an observer to FameWave's board of directors who has all the rights of any other director of FameWave save for the right to vote. To date, THM has not acted on this right. The consolidated financial statements do not include a liability for royalties or sublicense fees for this license agreement as there is no minimum payments and thus obligation will be recognized when the related sales will occur. B. Claims 1. In December 2015, a lawsuit and a motion to approve such lawsuit as a class action was filed in the Tel Aviv District Court (Economic Division) against the Company and its directors by shareholders who were holding the Company's Tel Aviv Stock Exchange listed securities before the Company's initial public offering in the United States (the "U.S. IPO") that took place in November 2015, claiming damages for the purported class in the motion totaling NIS 16.4 million (USD 4.3 million) due to the U.S. IPO (the "Motion"). In addition to this amount, the petitioners in the motion are seeking remedies in order to redress discrimination against the purported class owing to the dilution caused by the public offering, including the possibility that the purported class should be awarded from the Company amounts reflecting the losses of the purported class from a possible price increase in our shares following the announcement of the Phase III clinical trial results. The Company delivered its response to the court. A preliminary hearing was held by the court on September 12, 2016 and subsequently the court set a schedule for the submission by the petitioners of a motion for discovery, and any responses to such motion. Additional preliminary hearings were held during 2017. On October 24, 2017 the court issued a ruling to stay proceedings in this matter until January 15, 2018 due to the ongoing ISA Investigation (See Note 13B(3) below). At the request of the ISA, this stay was subsequently extended several times by the court. Following approval of the Enforcement Arrangement in connection with the ISA Investigation (see Note 12B(3)), the stay was lifted. An evidentiary hearing has been scheduled for July 8, 2021. 2. On November 8, 2016, a shareholder of the Company submitted a request to the court in connection with the Motion to be excluded from the purported class, claiming to have independent causes of action and damages of approximately NIS 1 million (USD 311,042) (the "Petition to Exclude"). The Company responded to the court and, amongst other arguments, the Company noted that pursuant to the Class Action Lawsuits Law 5766-2006 and the Regulations enacted thereunder, at the current stage of the court proceedings with respect to the 2015 Motion such shareholder cannot petition to be excluded from the purported class. The court ordered the shareholder to respond and he has done so. In May 2018, the shareholder filed an independent lawsuit against the Company in the Haifa Magistrates Court seeking damages of approximately NIS 1.1 million (USD 342,146) (the "Separate Lawsuit"). In August 2018, the Haifa Magistrates Court transferred the Separate Lawsuit to the Tel Aviv Magistrates Court. The Company is of the view that such shareholder's claims are identical to the asserted claims for damages in the Motion, and has notified the court of such and has sought a stay of proceedings pending the outcome of the Motion. A preliminary hearing on the Company's motion to dismiss the Separate Lawsuit and/or stay the proceedings was held in May, 2019, at which the court dismissed the claim without prejudice. This shareholder subsequently filed a new separate claim against the Company in the Haifa District Court – Economic Division, which has since been transferred to the Tel Aviv District Court – Economic Division. In January 2020, the Tel Aviv District Court – Economic Division accepted the Company's position that the shareholder's claims are identical to the asserted claims for damages in the Motion, and entered a stay of proceedings pending the outcome of the Motion. The Company rejects the claims asserted in the Motion as well as in the Petition to Exclude and the Separate Lawsuit, and, in consultation with its legal advisors, believes that the likelihood of the Company not incurring any financial obligation as a result of this class action exceeds the likelihood that the Company will incur a financial obligation. Therefore, no provision for this matter was recorded in these financial statements. 3. In February 2017 the Company announced that the Israeli Securities Authority (the "ISA") has begun a formal investigation into, amongst other matters, the Company's public disclosures around certain aspects of the studies related to its therapeutic candidate, Consensi. In February 2017, four lawsuits and motions to approve the lawsuits as a class action lawsuit (each, a "Motion"), were filed against the Company and certain of its office holders at the Tel Aviv District Court (Economic Division), with each Motion relating to the ISA Investigation (the "2017 Motions"). One of these motions was subsequently withdrawn. The petitioners in one of the motions petitioned the court to dismiss the other two of the 2017 Motions ("Petition for Dismissal"). On December 19, 2017 the court granted the Petition for Dismissal and dismissed the other remaining 2017 Motions. The remaining motion (the "Surviving Motion") was filed against the Company, the Company's executive directors and certain of its present and former directors, by certain shareholders who are requesting to act as representatives of all shareholders of record from December 10, 2015 until February 6, 2017. The plaintiffs allege, among other things, that the Company included misleading information in its public filings which caused the class for which the plaintiffs are seeking recognition an aggregate loss of approximately NIS 29 million (approximately USD 9 million). The court ordered a stay of proceedings due to the then-ongoing ISA Investigation. Following approval of the Enforcement Arrangement in connection with the ISA Investigation, the stay was lifted. On May 29, 2020 the petitioners in the Surviving Motion filed an amended lawsuit and motion to approve the lawsuit as a class action. On November 15, 2020 the respondents filed their responses to the amended motion to approve the lawsuit as a class action. After filling such responses, the court suggested that both parties' resort to mediation, without admitting or accepting the other party's claim. Both parties accepted such suggestion. We expect that the mediation will be commenced shortly. The Company rejects the claims in the Surviving Motion. At this preliminary stage the Company is unable, with any degree of certainty, to make any evaluations or any assessments with respect to the Surviving Motion as to the probability of success or the scope of potential exposure, if any. Therefore, no provision for this matter was recorded in these financial statements. 4. On February 7, 2017, a holder of the Company's securities listed on the NASDAQ filed in the United States District Court (Southern District of New York) a federal securities class action against the Company, its CEO and former CFO largely relating to the same matters that were the subject of the ISA Investigation. On February 10, 2017, a holder of the Company's securities listed on the NASDAQ filed in the Superior Court of the State of California a securities class action against the Company, its CEO and former CFO and the underwriters in the Company's initial public offering in the U.S. on November 20, 2015 largely relating to the same matters that were the subject of the ISA Investigation. The Company finalized a settlement agreement with respect to both class actions lawsuits, which was approved by the court on March 22, 2019. Under the terms of the settlement, the classes in all of the actions will receive aggregate consideration of $2.0 million (the "US Settlement"). The US Settlement consideration, as well as ancillary expenses, were funded by the Company's insurance carriers. The US Settlement contains no admission of wrongdoing and reiterates that the Company has always maintained and continues to believe that it did not engage in any wrongdoing or otherwise commit any violation of federal or state securities laws or other laws, including, without limitation, vigorous denials that the Company's public statements were misleading; that the Company failed to disclose any material information from investors; that the Company acted in any deceitful manner; that any investment losses sustained by the classes were caused by the Company or other defendants' alleged misconduct, and that they have any liability to the classes in these actions. The US Settlement also reiterates that the Company's counsel has researched the applicable law and believes that the Company and other defendants can successfully defend against all claims in the actions, and that they continue to believe that the claims asserted in the actions have no merit, and the classes have no evidence to support their claims. 5. On August 13, 2019, the Administrative Enforcement Committee (the "Committee") of the ISA approved an administrative enforcement agreement, titled Enforcement Arrangement ("Enforcement Arrangement"), entered into by and among the ISA, the Company, Isaac Israel, the Company's chief executive officer, Dr. Paul Waymack, the Company's former chairman, and Simcha Rock, the Company's former CFO pursuant to which the Company and each of Messrs. Israel, Waymack and Rock settled the ISA's claims that under Israeli Securities Laws the Company made negligent disclosures in a number of its historical reports filed with the ISA in 2014 and 2015, and the ISA decided to discontinue its criminal investigation and to cease all proceedings against the Company and its principals. As part of the Enforcement Arrangement the Company agreed to pay a fine of NIS 1,500,000 (approximately USD 466,562), payable in 24 consecutive monthly payments, of which USD 322,500 has been paid to date, and the different principals agreed to each pay a fine. 6. On December 21, 2020, the University and BIRAD filed a statement of claim to the court against TyrNovo, the Company, its officers and others. In the claim, the petitioners allege that the University is the rightful owner of a patent owned by TyrNovo. The main remedy sought by the Petitioners is a declaratory relief under which the University is declared the owner of such patent. The Company plan to file a response in April 2021, when it is due. At this preliminary stage the Company is unable, with any degree of certainty, to make any evaluations or any assessments with respect to the probability of success or the scope of potential exposure, if any. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Revenue [abstract] | |
Revenues | Note 14 - Revenues Revenues recorded are from payments of license agreements. Such revenues in 2020 and 2019 are from a customer in the U.S and in 2018 from a customer in the far-east. |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development Expenses [Abstract] | |
Research and Development Expenses | Note 15 - Research and Development Expenses For the year ended December 31 2020 2019 2018 USD thousands Salaries, wages and related expenses 1,209 1,012 933 Share-based payments (see also Note 11) 756 238 546 Service providers (*) 5,523 1,424 3,789 7,488 2,674 5,268 (*) The Company has determined that it acts as an agent for certain transactions, see Note 3I. Accordingly, the Company recorded in 2020 USD 961 thousand as an offset of R&D costs and in 2019 USD 532. Receivables and payables regarding such transactions are recorded on a gross basis (see Notes 8 and 9, respectively). |
Sales, General and Administrati
Sales, General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2020 | |
General and Administrative Expenses [Abstract] | |
Sales, General and Administrative Expenses | Note 16 - Sales, General and Administrative Expenses A. For the year ended December 31 2020 2019 2018 USD thousands Employees and officer's compensation 1,355 1,445 1,733 Share-based payments (see also Note 11) 1,147 657 87 Legal fees in connection with ISA investigation and class action lawsuits (see also Note 13B) 43 356 690 Other professional fees 1,315 900 1,525 Board member remuneration and insurance 962 622 470 Board member share-based payments 742 269 86 FDA Fee - 946 - ISA settlement (see also Note 13B) - 387 - Rent and office maintenance 58 80 243 Travel and car expenses 76 182 228 Depreciation 235 178 7 Other 373 56 126 6,306 6,078 5,195 B. The Consolidated Statements of Operations for the year ended December 31, 2020, 2019 and 2018 include refunds from the insurance company in respect of legal expenses in the amount of USD 182, USD 596 and USD 743 thousand, respectiveley. |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2020 | |
Other Other Income [Abstract] | |
Other Income | Note 17 - Other Income During 2018, the Company acquired Taoz's holdings in TyrNovo. As part of the agreement with Taoz, it waived the rights described in Note 5A(3), and the Company recorded an amount of USD 894 thousand under Other Income, see also Note 5A . |
Finance Expense (Income), net
Finance Expense (Income), net | 12 Months Ended |
Dec. 31, 2020 | |
Finance Expense (Income), net [Abstract] | |
Finance Expense (Income), net | Note 18 - Finance Expense (Income), net A. Expenses (income) on account of warrants B. Finance expenses For the year ended December 31 2020 2019 2018 Finance expenses USD thousands Fees and interest expense 56 81 9 Loss from exchange rate differences, net 5 100 106 Payment to Taoz, see Note 5A(3) - - 160 Warrant issuance costs - - 301 61 181 576 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2020 | |
Taxes on Income [Abstract] | |
Taxes on Income | Note 19 - Taxes on Income A. Corporate tax rate The tax rate applicable to the Group for 2018 - 2020 is 23%. B. Carry-forward losses The Company and its subsidiaries incurred losses through 2020, which are not expected to be utilized in the foreseeable future. Therefore, the Group did not record current taxes or deferred taxes. In 2020, the main reconciling item from the statutory tax rate of the Company (23%, representing theoretical tax benefit of approximately USD 6.4 million) to the effective tax rate (0%) is mainly due to the fact that deferred taxes were not created in respect of carry forward tax losses and in respect of unrecognized expenses for tax purposes such as changes in fair value of warrants. The carry-forward loss for tax purposes for the Company and its subsidiaries, and the unrecognized research and development expenses, amounts to USD 41 million as of December 31, 2020 (2019 – USD 21 million, 2018 – USD 33.1 million). C. Tax assessments The Company's tax assessments are deemed finalized through the end of 2017, pursuant to section 145 of the Israeli Income Tax Ordinance. Tyrnovo's tax assessment is deemed finalized through the end of 2014 and Famewave's tax assessment is open (incorporated on July 2, 2017), pursuant to section 145 of the Israeli Income Tax Ordinance. During 2019, the Company's tax assessments for Purple Biotech Ltd. for the tax years of 2014 - 2017 were finalized. Following the tax assessments, the Company was required to pay an amount of approximately 250 USD thousands which were recorded as an expense in 2019. |
Employee benefits
Employee benefits | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefits [Abstract] | |
Employee benefits | Note 20 - Employee benefits A. Employee benefits include post-employment benefits and short term benefits. Balances include: For the Year ended December 31 2020 2019 USD thousands USD thousands Short-term benefits 263 365 Post-employment benefits 265 285 B. Post-employment benefit plans – defined contribution plan The Company has a defined contribution plan in respect of the Company's liability in respect of its employees who are subject to Section 14 of the Severance Pay Law – 1963. For the Year ended December 31 2020 2019 2018 USD thousands USD thousands USD thousands Amount recognized as expense in respect of defined contribution plan 197 136 95 C. Certain of the Company's senior executives are entitled to annual and special bonuses under the terms of their employment and consulting agreements. These bonuses will become due upon the achievement of certain goals or agreements for the commercialization of the Company's products. These consolidated financial statements include bonuses in the amount of USD 481 thousand for the year ended December 31, 2020, and USD 462 thousand for the year ended December 31, 2019, and USD 777 thousand for the year ended December 31, 2018. D. Certain of the Company's senior executives are entitled to benefits upon termination of employment under the terms of their employment and consulting agreements, see Note 12 on related parties. These benefits are measured based on the time of service and their monthly pay and the expected term of their employment. These consolidated financial statements include a liability due to these grants of USD 265 thousand USD 285 thousand, as of December 31, 2020 and 2019, respectively. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of detailed information about financial instruments [abstract] | |
Financial Instruments | Note 21 - Financial Instruments Framework for risk management The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's risk management practice was formulated to identify and analyze the risks that the Group faces, to set appropriate limits for the risks and controls, and to monitor the risks and their compliance with the limits. The risk policy and risk management methods are reviewed regularly to reflect changes in market conditions and in the Group's operations. The Group acts to develop an effective control environment in which all employees understand their roles and commitment. The Group Audit Committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee. A. Risk management 1 Credit risk Credit risk is the risk of financial loss to the Group if a debtor or counterparty to a financial instrument fails to meet its contractual obligations, and arises mainly from the Company's receivables. The Group restricts exposure to credit risk by investing only in bank deposits. The Group held cash and cash equivalents and short-term and long-terms deposits of USD 60,876 thousand at December 31, 2020 (2019 – USD 4,395). These are held with banks, which are rated A2, based on Moody's Rating Agency ratings. The short-term deposits, mainly in USD, bear fixed interest ranging between 0.1% - 1.2%, and the long-term deposits, mainly in USD, bear fixed interest of 1.05%. The carrying amount of cash and cash equivalents and short-term deposits approximate their fair value. The group has an amount of USD 71 thousand in long term deposits guaranteed for the groups leases and credit. 2. Market risk Market risk is the risk that changes in market prices, such as foreign currency exchange rates, the CPI, interest rates and the prices of equity instruments, will influence the Group's results or the value of its holdings in financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing returns. 3. Currency risk The Group is exposed to currency risk mainly for cash and purchases for research and development expenses that are denominated in dollars and euros. Therefore, the Group is exposed to exchange rate fluctuations in these currencies against the NIS and takes steps to reduce the currency risk by maintaining its liquid resources in accordance with its future needs. Set forth below is a sensitivity test to possible changes in USD/NIS exchange rate as of December 31, 2020: Sensitive instrument Income (loss) from Value Income (loss) from Down 2% Down 5% Up 5% Up 2% Cash and cash equivalents and deposits 10 24 489 (24 ) (10 ) Other current assets 30 75 1,500 (75 ) (30 ) Accounts payable (10 ) (26 ) (524 ) 26 10 Other payables (40 ) (100 ) (1,991 ) 100 40 Post-employment benefit liabilities (5 ) (13 ) (265 ) 13 5 Total income (loss) (15 ) (40 ) 40 15 B. Financial instruments measured at fair value: 1. In July 2020 and May 2020, the Company registered the warrants issued in May 2020 April 2020, retospectivaly, and therefore they were reclassified from financial liabilities to equity in their fair value using Black & Scholes valuation method. 2. In 2019 a loan of USD 2 million was granted to FameWave was accounted for as a financial asset at fair value (see Note 5B for further information). 3. In September 2019, the Company registered the warrants issued in 2018 and 2019 and therefore they were reclassified from financial liabilities to equity in their fair value using Black & Scholes valuation method. 4. Fair value hierarchy of financial instruments measured at fair value: December 31, 2019 Level 1 Level 2 Level 3 Total USD thousands Financial liabilities Loan (see Note 5B) - - 2,000 2,000 Details regarding fair value measurement at Level 3: Financial instrument Valuation method for determining fair value Significant unobservable inputs For the year ended December 31, 2020 Warrants Black - Scholes expected term 5.3-5.42 years expected volatility 107.17%-108.9% annual risk free interest 0.40%-0.50% dividend yield 0% For the year ended December 31, 2019 Warrants Black - Scholes expected term 4.02-4.83 years expected volatility 99% annual risk free interest 1.95% dividend yield 0% |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Significant Accounting Policies [Abstract] | |
Basis of consolidation | A. Basis of consolidation 1. Business combination The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. Amendment to IFRS 3, Business Combinations The Amendment is effective for transactions to acquire an asset or business for which the acquisition date is in annual periods beginning on or after January 1, 2020. The Amendment clarifies when a transaction to acquire an operation is the acquisition of a "business" and when it is the acquisition of a group of assets that according to the standard is not considered the acquisition of a "business". For the purpose of this examination, the Amendment added an optional concentration test so that if substantially all of the fair value of the acquired assets is attributable to a group of similar identifiable assets or to a single identifiable asset, this will not be the acquisition of a business. In addition, the minimum requirements for definition as a business have been clarified, and examples illustrating the aforesaid examination were added, such as for example the requirement that the acquired processes be substantive so that in order for it to be a business, the operation shall include at least one input element and one substantive process, which together significantly contribute to the ability to create outputs. Furthermore, the Amendment narrows the reference to the output's element required in order to meet the definition of a business and added examples illustrating the aforesaid examination. The group applied this amendment for the FameWave acquisition transaction. For further information see Note 5B. 2. Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. 3. Non-controlling interests Non-controlling interests are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. 4. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. |
Foreign currency transactions | B. Foreign currency transactions Transactions in foreign currency are translated to the functional currency of the Group at exchange rates as of the transaction dates. Monetary assets and liabilities denominated in foreign currency as of the reporting date are translated into the functional currency at the exchange rate as of the said date. Exchange rate differences with respect to monetary items are the differences between the amortized cost in the functional currency as of the start of the year, adjusted for the effective interest during the year, and the amortized cost in foreign currency, translated at the exchange rate as of the end of the year. Non-monetary items denominated in foreign currency and measured at historical cost, are translated using the exchange rate as of the transaction date. Exchange rate differences arising from translation into the functional currency are recognized on the statement of operations as financial expenses. |
Financial instruments | C. Financial instruments 1. Non-Derivative financial instruments a. Non-derivative financial assets Initial recognition and measurement of financial assets The Group initially recognizes trade receivables and debt instruments issued on the date that they are created. All other financial assets are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial asset. A trade receivable without a significant financing component is initially measured at the transaction price. Receivables originating from contract assets are initially measured at the carrying amount of the contract assets on the date classification was changed from contract asset to receivables. Derecognition of financial assets Financial assets are derecognized when the contractual rights of the Group to the cash flows from the asset expire, or the Group transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. When the Group retains substantially all of the risks and rewards of ownership of the financial asset, it continues to recognize the financial asset. Classification of financial assets into categories and the accounting treatment of each category Financial assets are classified at initial recognition to one of the following measurement categories: assets at amortized cost; assets at fair value through other comprehensive income – investments in debt instruments; assets at fair value through other comprehensive income – investments in equity instruments; or assets at fair value through profit or loss. Financial assets are not reclassified in subsequent periods unless, and only if, the Group changes its business model for the management of financial debt assets, in which case the affected financial debt assets are reclassified at the beginning of the period following the change in the business model. b. Non-derivative financial liabilities Non-derivative financial liabilities include: accounts payables and other payables. Initial recognition of financial liabilities The Group initially recognizes debt securities issued on the date that they originated. All other financial liabilities are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. Subsequent measurement of financial liabilities Financial liabilities (other than financial liabilities at fair value through profit or loss) are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Financial liabilities are designated at fair value through profit or loss if the Group manages such liabilities and their performance is assessed based on their fair value in accordance with the Group's documented risk management strategy, providing that the designation is intended to prevent an accounting mismatch, or the liability is a combined instrument including an embedded derivative. Derecognition of financial liabilities Financial liabilities are derecognized when the obligation of the Group, as specified in the agreement, expires or when it is discharged, cancelled or transferred to equity. c. Derivative financial liabilities The Group holds derivative financial instruments that do not serve for hedging purposes. Measurement of derivative financial instruments Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below. The changes in fair value of these derivatives are recognized in profit or loss, as financing income or expense. The fair value of these derivatives is based on an evaluation, and classified as level 3. |
Intangible assets | D. Intangible assets 1. Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred. Development activities involve also plans or designs for the production of new or substantially improved products and processes. Development expenditure are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group has the intention and sufficient resources to complete development and to use or sell the asset. Currently all development costs are recognized in profit and loss as expense. 2. Other intangible assets Other intangible assets, including in-process research and development in respect of the Company's acquisition of TyrNovo and Famewave (see also Note 5), which have infinite useful lives, are measured at cost less accumulated impairment losses. 3. Amortization The Group examines the useful life of an intangible asset that is not periodically amortized at least once a year in order to determine whether events and circumstances continue to support the decision that the intangible asset has an indefinite useful life. 4. Timing of impairment testing Once a year and on the same date, or more frequently if there are indications of impairment, the Group estimates the recoverable amount of each cash generating unit that contains goodwill, or intangible assets that have indefinite useful lives or are unavailable for use. |
Loss per share | E. Loss per share The Group presents basic and diluted loss per share data for its ordinary share capital. Basic loss per share is calculated by dividing the loss attributable to holders of ordinary shares, by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is determined by adjusting the profit or loss attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding, after adjustment for treasury shares, for the effects of all dilutive potential ordinary shares, which comprise convertible debentures, share options and share options granted to employees. |
Employee benefits | F. Employee benefits The Group has a number of post-employment benefit plans. The plans are usually financed by deposits with insurance and pension companies, and they are classified as defined contribution plans and as defined benefit plans. A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an expense in profit or loss in the periods during which related services are rendered by employees. Other long-term employee benefits The Group's net obligation in respect of long-term employee benefits plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets. |
Share-based payment transactions | G. Share-based payment transactions The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. |
Provisions | H. Provisions A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. |
Revenue | I. Revenue The Group recognizes revenue from upfront and milestone payments at the point in time the milestone criteria is met and collectability is probable. The revenue is measured according to the amount of the consideration to which the Group expects to be entitled. Identifying the contract The Group accounts for a contract with a customer only when the following conditions are met: (a) The parties to the contract have approved the contract (in writing, orally or according to other customary business practices) and they are committed to satisfying the obligations attributable to them; (b) The Group can identify the rights of each party in relation to the goods or services that will be transferred; (c) The Group can identify the payment terms for the goods or services that will be transferred; (d) The contract has a commercial substance (i.e. the risk, timing and amount of the entity's future cash flows are expected to change as a result of the contract); and (e) It is probable that the consideration, to which the Group is entitled to in exchange for the goods or services transferred to the customer, will be collected. For the purpose of section (e) the Group examines, inter alia, the percentage of the advance payments received and the spread of the contractual payments, past experience with the customer and the status and existence of sufficient collateral. If a contract with a customer does not meet all of the above criteria, consideration received from the customer is recognized as a liability until the criteria are met or when one of the following events occurs: the Group has no remaining obligations to transfer goods or services to the customer and any consideration promised by the customer has been received and cannot be returned; or the contract has been terminated and the consideration received from the customer cannot be refunded. Identifying performance obligations On the contract's inception date, the Group assesses the goods or services promised in the contract with the customer and identifies as a performance obligation any promise to transfer to the customer one of the following: (a) Goods or services (or a bundle of goods or services) that are distinct; or (b) A series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. The Group identifies goods or services promised to the customer as being distinct when the customer can benefit from the goods or services on their own or in conjunction with other readily available resources and the Group's promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract. In order to examine whether a promise to transfer goods or services is separately identifiable, the Group examines whether it is providing a significant service of integrating the goods or services with other goods or services promised in the contract into one integrated outcome that is the purpose of the contract. Determining the transaction price The transaction price is the amount of the consideration to which the Group expects to be entitled in exchange for the license and commercialization agreement. The Group considers the effects of all the following elements when determining the transaction price: variable consideration, the existence of a significant financing component, non-cash consideration, and consideration payable to the customer. Variable consideration The transaction price includes fixed amounts and amounts that may change as a result of discounts, refunds, credits, price concessions, incentives, performance bonuses, penalties, claims and disputes and contract modifications that the consideration in their respect has not yet been agreed by the parties. The Group includes variable consideration, or part of it, in the transaction price only when it is highly probable that its inclusion will not result in a significant revenue reversal in the future when the uncertainty has been subsequently resolved. At the end of each reporting period and if necessary, the Group revises the amount of the variable consideration included in the transaction price. Right to use and right to access To determine whether the Group's promise to grant a license provides a customer with either a right to access the Group's IP or a right-to-use the Group's IP, the Group considers whether a customer can direct the use of, and obtain substantially all of the remaining benefits from, a license at the point in time at which the license is granted. A license is considered a "right-to-use" license when the customer maintains control of the IP upon its transfer. However, if the grantor of the license maintains involvement with the IP after its transfer, and the customer cannot direct the use of, and obtain substantially all of the remaining benefits from the license, then the license is considered a right-to-access license. The license granted by the Company, which relates to its product is granted to a third party which can obtain direct use of, and substantially all of the remaining benefits from the license at the point in time at which the license is granted. The Group will not continue to be involved in any activities that significantly affect the IP at the specific territory. Therefore recognized the license granted as right-to-use license. Principal or agent When another party is involved in providing goods or services to the customer, the Group examines whether the nature of its promise is a performance obligation to provide the defined goods or services itself, which means the Group is a principal and therefore recognizes revenue in the gross amount of the consideration, or to arrange that another party provide the goods or services which means the Group is an agent and therefore recognizes revenue in the amount of the net commission. The Group engaged with a third party to manufacture its products for the Group's customer ("the Manufacturing Agreement"). The Group is a principal when it controls the promised goods or services before their transfer to the customer. Indicators that the Group controls the goods or services before their transfer to the customer include, inter alia, as follows: the Group is the primary obligor for fulfilling the promises in the contract; the Group has inventory risk before the goods or services are transferred to the customer; and the Group has discretion in setting the prices of the goods or services. Accordiagly the Company accounts for the manufacturing agreement as an agent on a net basis. Contract modifications A contract modification is a change in the scope or price (or both) of a contract that was approved by the parties to the contract. A contract modification can be approved in writing, orally or be implied by customary business practices. A contract modification can take place also when the parties to the contract have a disagreement regarding the scope or price (or both) of the modification or when the parties have approved the modification in scope of the contract but have not yet agreed on the corresponding price modification. The Group accounts for a contract modification as an adjustment of the existing contract since the remaining goods or services after the contract modification are not distinct and therefore constitute a part of one performance obligation that is partially satisfied on the date of the contract modification. The effect of the modification on the transaction price and on the rate of progress towards full satisfaction of the performance obligation is recognized as an adjustment to revenues (increase or decrease) on the date of the contract modification, meaning on a catch-up basis. Non-cash consideration Non-cash consideration is measured at fair value. When the fair value of the consideration cannot be measured reliably, the Group measures the consideration indirectly by reference to the standalone selling price of the goods or services promised to the customer. Royalties The Company recognizes revenue for sales-based royalties promised in exchange for a license of intellectual property when the later of the following events occurs: (a) the subsequent sale occurs; or (b) the performance obligation to which some or all of the sales-based royalties has been satisfied. The Company has yet to recognize revenues from royalties. |
Financing income and expense | J. Financing income and expense Finance income comprises changes in the fair value of the financial liability through profit and loss, and income from short term deposits. Finance expenses include loss from exchange rate differences and interest fee. Interest expense is recognized, using the effective interest method. In the statements of cash flows, interest received is presented as part of cash flows from investing activities and interest paid is presented as part of cash flows from financing activities. |
Equity | K. Equity Incremental costs directly attributable to an expected issuance of an instrument that will be classified as equity are recognized as an asset in deferred expenses in the statement of financial position. The costs are deducted from the equity upon the initial recognition of the equity instruments, or are expensed as financing expenses in the statement of operations when the issuance is no longer expected to take place. |
Issuance of units of securities | L. Issuance of units of securities The consideration received from the issuance of units of securities is attributed initially to financial liabilities that are measured each period at fair value through profit or loss, and then to financial liabilities that are measured only upon initial recognition at fair value. The remaining amount is allocated to equity. Direct issuance costs are attributed to the specific securities in respect of which they were incurred, whereas joint issuance costs are attributed to the securities on a proportionate basis according to the allocation of the consideration from the issuance of the units, as described above. |
Income tax expense | M. Income tax expense Income tax comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or are recognized directly in equity or in other comprehensive income to the extent they relate to items recognized directly in equity or in other comprehensive income. Current taxes Current tax is the expected tax payable (or receivable) on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Current taxes also include taxes in respect of prior years and any tax arising from dividends. Deferred taxes A deferred tax asset is recognized for unused tax losses, tax benefits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets that were not recognized are reevaluated at each reporting date and recognized if it has become probable that future taxable profits will be available against which they can be utilized. |
Leases | N. Leases Policy applicable as from January 1, 2019 Determining whether an arrangement contains a lease On the inception date of the lease, the Group determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Group assesses whether it has the following two rights throughout the lease term: (a) The right to obtain substantially all the economic benefits from use of the identified asset; and (b) The right to direct the identified asset's use. For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, the Group elected not to separate non-lease components from lease components and instead accounting for all the lease components and related non-lease components as a single lease component. Leased assets and lease liabilities Contracts that award the Group control over the use of a leased asset for a period of time in exchange for consideration, are accounted for as leases. Upon initial recognition, the Group recognizes a liability at the present value of the balance of future lease payments (these payments do not include certain variable lease payments), and concurrently recognizes a right-to-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs incurred in respect of the lease. Since the interest rate implicit in the Group's leases is not readily determinable, the incremental borrowing rate of the lessee is used. Subsequent to initial recognition, the right-to-use asset is accounted for using the cost model, and depreciated over the shorter of the lease term or useful life of the asset. The Group has elected to apply the practical expedient by which short-term leases of up to one year and/or leases in which the underlying asset has a low value, are accounted for such that lease payments are recognized in profit or loss on a straight-line basis, over the lease term, without recognizing an asset and/or liability in the statement of financial position. The lease term The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively. Variable lease payments Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the commencement of the lease and are included in the measurement of the lease liability. When the cash flows of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted against the right-to-use asset. Other variable lease payments that are not included in the measurement of the lease liability are recognized in profit or loss in the period in which the event or condition that triggers payment occurs. Depreciation of right-to-use asset After lease commencement, a right-to-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the useful life or contractual lease period, whichever earlier, as follows: ● Office improvements 2-5 years ● Motor vehicles 2-3 years ● Office equipment 5-10 years Policy applicable before January 1, 2019 Determining whether an arrangement contains a lease At inception or upon reassessment of an arrangement, the Group determines whether such an arrangement is or contains a lease. An arrangement is a lease or contains a lease if the following two criteria are met: ● The fulfillment of the arrangement is dependent on the use of a specific asset or assets; and ● The arrangement contains rights to use the asset. At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, an asset and a liability are recognized at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance charge on the liability is recognized using the buyer's incremental borrowing rate. Other leases are classified as operating leases, and the leased assets are not recognized on the Group's statement of financial position. Lease payments Payments made under operating leases, other than conditional lease payments, are recognized in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense on a straight-line basis, over the term of the lease. Minimum lease payments made under operating leases are recognized in profit or loss as incurred. |
New standards and interpretations not yet adopted | O. New standards and interpretations not yet adopted (1) IAS 1 Presentation of Financial Statements Amendment to IAS 1, Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current The Amendment replaces certain classification requirements for current or non-current liabilities. Thus, for example, according to the Amendment, a liability will be classified as non-current when the entity has the right to defer settlement for at least 12 months after the reporting period, and it "has substance" and is in existence at the end of the reporting period. A right is in existence at the end of the reporting period only if the entity complies with conditions for deferring settlement at that date. Furthermore, the Amendment clarifies that the conversion option of a liability will affect its classification as current or non-current, other than when the conversion option is recognized as equity. The Amendment is effective for reporting periods beginning on or after January 1, 2022 and is applicable retrospectively, including an amendment to comparative data. The Group is examining the effects of the Amendment on the consolidated financial statements with no plans for early adoption. (2) Amendment to IAS 37, Provisions, Contingent Liabilities and Contingent Assets According to the Amendment, when assessing whether a contract is onerous, the costs of fulfilling a contract that should be taken into consideration are costs that relate directly to the contract, which include as follows: - Incremental costs; and - An allocation of other costs that relate directly to fulfilling a contract (such as depreciation expenses for fixed assets used in fulfilling that contract and other contracts). The Amendment is effective retrospectively for annual periods beginning on or after January 1, 2022, in respect of contracts where the entity has not yet fulfilled all its obligations. Early application is permitted. Upon application of the Amendment, the entity will not restate comparative data, but will adjust the opening balance of retained earnings at the date of initial application, by the amount of the cumulative effect of the Amendment. The Group is examining the effects of the Amendment on the financial statements with no plans for early adoption. (3) Amendment to IFRS 3, Business Combinations The Amendment replaces the requirement to recognize liabilities from business combinations in accordance with the conceptual framework, the reason being that the interaction between those instructions and the guidance provided in IAS 37 regarding recognition of liabilities was unclear in certain cases. The Amendment adds an exception to the principle for recognizing liabilities in IFRS 3. According to the exception, contingent liabilities are to be recognized according to the requirements of IAS 37 and IFRIC 21 and not according to the conceptual framework. The Amendment prevents differences in the timing of recognizing liabilities that could have led to the recognition of gains and losses immediately after the business combination (day 2 gain or loss). The Amendment also clarifies that contingent assets are not to be recognized on the date of the business combination. The Amendment is effective for annual periods beginning on or after January 1, 2022. In the opinion of the Group, application of the Amendment may have an effect on the accounting treatment of future acquisitions of operations with no plans for early adoption. |
Basis of Preparation of the C_2
Basis of Preparation of the Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Preparation of the Financial Statements [Abstract] | |
Schedule of changes in exchange rates | Representative exchange rate of USD (NIS/USD 1) Date of consolidated financial statements: December 31, 2020 3.215 December 31, 2019 3.456 December 31, 2018 3.748 Changes in exchange rates for the year ended: % December 31, 2020 (7 ) December 31, 2019 (7.8 ) December 31, 2018 8.1 |
Schedule of carrying amounts of assets and liabilities | Estimate Principal assumptions Possible effects Reference Fair value measurement of non-trading derivatives Unobservable inputs used in the valuation model including standard deviation and discount rates Profit or loss from a change in the fair value of derivative financial instruments For information on a sensitivity analysis of level 3 financial instruments carried at fair value see Note 21B regarding financial instruments Assessment of probability of contingent liabilities Whether it is more likely than not that an outflow of economic resources will be required in respect of legal claims pending against the Company and its investees Reversal or creation of a provision for a claim For information on the Company's exposure to claims see Note 13B regarding contingent liabilities Recoverability of intangible assets The discounted cash flows method includes assumptions such as future expenses, future revenues, successes rate and discount rate. impermanent of the In-process research and development in profit or loss See Note 5 regarding subsidiaries Examination of existence of business When acquiring an operation, the Group uses judgement to determine whether a "business" was acquired or the acquisition does not meet the definition of a "business". In order to do so the Group examines, inter alia, whether substantially all of the fair value of the acquired assets is attributable to a single identifiable asset or to a group of similar identifiable assets. This decision may affect, inter alia, the recognition of transaction costs, deferred taxes, gain on bargain purchase, goodwill and future revaluation gains. See Note 5 regarding subsidiaries. Measurement of variable consideration In order to determine the transaction price, the Group estimates the amount of the variable consideration and recognizes revenue in an amount where there is a high probability that its inclusion will not result in a significant revenue reversal in the future after the uncertainty has been resolved. An increase or decrease in amounts of revenue recognized over the contract period. See Note 14 regarding revenue Determining the discount rate of a lease liability The Group discounts the lease payments using its incremental borrowing rate. An increase or decrease in the lease liability, right-to-use asset and depreciation and financing expenses recognized. See Note 7 regarding leases Determining the lease term In order to determine the lease term, the Group takes into consideration the period over which the lease is non-cancellable, not including renewal options since it is reasonably certain it will exercise and/or termination options that it is reasonably certain it will not exercise. An increase or decrease in the initial measurement of a right-to-use asset and lease liability and in depreciation and financing expenses in subsequent periods. See Note 7 regarding leases |
Operating Segments (Tables)
Operating Segments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of operating segments [abstract] | |
Schedule of segment reporting information by segment | For the year ended December 31, 2020 Pain and Hypertension Oncology Total reportable segments Reconciliations (*) Total consolidated USD in thousands Revenues 1,000 - 1,000 - 1,000 Research and development expenses 265 6,466 6,731 757 7,488 Loss (profit) before sales, general and administrative expenses (735 ) 6,466 5,731 757 6,488 Operating loss 12,612 Finance expenses, net 15,462 Loss for the year 28,074 For the year ended December 31, 2019 Pain and Hypertension Oncology Total reportable segments Reconciliations (*) Total consolidated USD in thousands Revenues 1,000 - 1,000 - 1,000 Research and development expenses 395 2,041 2,436 238 2,674 Loss (profit) before sales, general and administrative expenses (605 ) 2,041 1,436 238 1,674 Operating loss 7,156 Finance income, net (1,479 ) Tax Expenses 216 Loss for the year 5,893 For the year ended December 31, 2018 Pain and Hypertension Oncology Total reportable segments Reconciliations (*) Total consolidated USD in thousands Revenues 1,000 - 1,000 - 1,000 Research and development expenses 2,185 2,537 4,722 546 5,268 Loss (profit) before sales, general and administrative expenses 1,185 2,537 3,722 546 4,268 Operating loss 7,826 Finance income, net (2,257 ) Loss for the year 5,569 (*) Includes employees share based payments expenses. |
Subsidiaries (Tables)
Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Statement Line Items [Line Items] | |
Schedule of intangible assets | For the year ended December 31, 2020 USD thousands IPR&D related to TyrNovo (see 5A below) 6,172 IPR&D related to Famewave (see 5B below) 14,310 Total intangible assets 20,482 |
Schedule of acquisition date fair value of each major class of consideration | USD thousands Cash 2,000 Equity instruments issued (564,625 Ordinary Shares) (1) 1,800 Assignment of loan to the Company (101 ) Total consideration transferred 3,699 (1) The fair value of the Ordinary Shares issued was based on the listed share price of the Group on January 11, 2017 of approximately USD 3.19 per share. |
Tyr Novo Ltd [Member] | |
Statement Line Items [Line Items] | |
Schedule of recognized amounts of assets acquired and liabilities assumed at the date of acquisition | USD thousands Current assets 21 Fixed assets, net 3 Intangible assets (2) 6,172 Short-term credit from bank (16 ) Trade payables (123 ) Other payables (212 ) Long-term related parties (130 ) Total net identifiable assets 5,715 (2) In-process research and development |
FameWave Ltd [Member] | |
Statement Line Items [Line Items] | |
Schedule of recognized amounts of assets acquired and liabilities assumed at the date of acquisition | USD thousands Cash 69 Intangible assets (1) 14,310 Other receivables 6 Trade payables (2,283 ) Other payables (2,102 ) Total net identifiable assets 10,000 (1) In-process research and development |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash and cash equivalents [abstract] | |
Schedule of cash and cash equivalents | As of December 31 2020 2019 USD thousands Balance in USD 10,758 4,279 Balance in other currencies 489 106 Total cash and cash equivalents 11,247 4,385 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of lease liability and right of use asset | Office Lease USD thousands Balance as at January 1, 2019 0 Depreciation on right-to-use assets (194 ) Change during the year 400 Balance as at December 31, 2019 206 Balance as at January 1, 2020 206 Depreciation on right-to-use assets (233 ) Change during the year 817 Balance as at December 31, 2020 790 |
Schedule of maturity analysis of the group's lease liabilities | December 31, 2020 USD thousands Less than one year 210 One to five years 840 Total 1,050 Short-term lease liability 207 Long-term lease liability 688 |
Schedule of recognized in profit or loss | 2020 2019 USD thousands USD thousands Interest expenses on lease liability 41 45 2018 USD thousands Lease payments recognized as an expense 209 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Current Assets [Abstract] | |
Schedule of other current assets | As of December 31 2020 2019 USD thousands Receivables - 1,493 Government authorities 197 182 Prepaid expenses and other receivables 780 232 Total other current assets 977 1,907 |
Other Payables (Tables)
Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Trade and other payables [abstract] | |
Schedule of other payables | As of December 31 2020 2019 USD thousands Contract liabilities, see Note 14 - 961 Due to related parties - payroll related 541 587 Accrued expenses 880 255 Government authorities 43 36 Payroll related 229 267 1,693 2,106 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Changes in equity [abstract] | |
Schedule of company's share capital | As of December 31, 2020 As of December 31, 2019 Number of shares in thousands Authorized Issued and paid-in Authorized Issued and paid-in Shares, no par value 1,000,000 172,106 250,000 19,564 Class A preferred shares, no par value 10,000 - 10,000 - Class B preferred shares, no par value 10,000 - 10,000 - Class C preferred shares, no par value 10,000 - 10,000 - Class D preferred shares, no par value 10,000 - 10,000 - Class E preferred shares, no par value 10,000 - 10,000 - |
Schedule of changes in share capital during the year | For the year ended December 31 2020 2019(*) 2018(*) Number of ADSs in thousands Issued as at January 1 1,956 1,600 1,122 Issuance of ADSs (See D below) 8,573 343 326 Issuance of shares (See Note 5) - - 80 Vesting of RSUs 7 10 12 Exercise of warrants 6,675 3 61 Issued as at December 31 17,211 1,956 1,601 (*) Restated to reflect a 1:10 reverse ratio of the ADSs, that took place in August 2020. |
Schedule of information relating to subsidiary that has material non-controlling interests | December 31 December 31 TyrNovo Ltd. in USD thousand Non-controlling interests percentage 1.53 % 1.53 % Non-current assets 16 24 Current assets 174 192 Current liabilities (5,543 ) (646 ) Net assets (5,353 ) (430 ) Net assets attributable to non-controlling interests (82 ) (7 ) Loss for the year 4,922 2,847 Loss allocated to non-controlling interests 75 43 |
Share-based Payment Arrangeme_2
Share-based Payment Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of range of exercise prices of outstanding share options [line items] | |
Summary of number and weighted average exercise prices (in USD) of share options | Weighted average exercise price Number of options 2020 2019 2018 2020 2019 2018 Outstanding on January 1 1.71 2.6 3.08 4,754,676 1,131,781 1,002,022 Expired and forfeited during the year 0.23 - 7 1,486,125 - 30,000 Granted during the year 0.43 1.32 1.59 3,725,826 3,622,895 159,759 Outstanding on December 31 1.02 1.71 2.6 6,994,377 4,754,676 1,131,781 Exercisable on December 31 1.54 3.21 2.95 1,753,632 1,093,029 873,344 |
Summary of number of RSUs | Number of RSUs 2020 2019 Outstanding at January 1 11,509 109,419 Granted during the year 3,601,972 - Forfeited during the year 157,500 - Vested during the year 65,981 97,910 Outstanding at December 31 3,390,000 11,509 |
Summary of options to service providers were measured at the fair value of the service | 2020 2019 2018 Share Price - USD 0.32 - 0.898 0.746 - 1.22 1.18 Option price - USD 0.347 - 1.98 0.49 - 1.1 0.80 Expected volatility (%) 95.68 - 107 99.22 - 113.78 105.77 Expected duration (years) 4 - 7 4.61 - 7 4.95 Dividend yield (%) - - - Risk free rate interest rate (%) 0.298% - 0.5% 1.63% - 1.95% 1.41% |
Summary of share based expenses recognized | For the year ended December 31 2020 2019 2018 USD thousands Research and development expenses 756 238 546 General and administrative expenses 1,889 1,035 227 Total share-based expense recognized 2,645 1,273 773 |
Option pricing model [member] | |
Disclosure of range of exercise prices of outstanding share options [line items] | |
Summary of options to service providers were measured at the fair value of the service | 2018 Share Price - USD 368.39 Option price - USD 369.39 Expected volatility (%) 79.16 Expected duration (years) 7 Dividend yield (%) - Risk free rate interest rate (%) 2.4 % |
Transactions and Balances wit_2
Transactions and Balances with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Chief Executives Officer [Member] | |
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |
Schedule of payments to key management | For the year ended December 31 2020 2019 2018 USD thousands Short - term employee benefits 1,982 1,776 2,165 Post-employment benefits 19 22 16 Share based payments 1,667 719 574 3,668 2,517 2,755 |
Directors [Member] | |
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |
Schedule of payments to key management | For the year ended December 31 2020 2019 2018 USD thousands Short - term benefits 306 339 268 Share based payments 742 269 86 1,048 608 354 |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development Expenses [Abstract] | |
Schedule of research and development expenses | For the year ended December 31 2020 2019 2018 USD thousands Salaries, wages and related expenses 1,209 1,012 933 Share-based payments (see also Note 11) 756 238 546 Service providers (*) 5,523 1,424 3,789 7,488 2,674 5,268 (*) The Company has determined that it acts as an agent for certain transactions, see Note 3I. Accordingly, the Company recorded in 2020 USD 961 thousand as an offset of R&D costs and in 2019 USD 532. Receivables and payables regarding such transactions are recorded on a gross basis (see Notes 8 and 9, respectively). |
Sales, General and Administra_2
Sales, General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
General and Administrative Expenses [Abstract] | |
Schedule of sales, general and administrative expenses | For the year ended December 31 2020 2019 2018 USD thousands Employees and officer's compensation 1,355 1,445 1,733 Share-based payments (see also Note 11) 1,147 657 87 Legal fees in connection with ISA investigation and class action lawsuits (see also Note 13B) 43 356 690 Other professional fees 1,315 900 1,525 Board member remuneration and insurance 962 622 470 Board member share-based payments 742 269 86 FDA Fee - 946 - ISA settlement (see also Note 13B) - 387 - Rent and office maintenance 58 80 243 Travel and car expenses 76 182 228 Depreciation 235 178 7 Other 373 56 126 6,306 6,078 5,195 |
Finance Expense (Income), net (
Finance Expense (Income), net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Finance Expense (Income), net [Abstract] | |
Schedule of financing expenses (Income), net | For the year ended December 31 2020 2019 2018 Finance expenses USD thousands Fees and interest expense 56 81 9 Loss from exchange rate differences, net 5 100 106 Payment to Taoz, see Note 5A(3) - - 160 Warrant issuance costs - - 301 61 181 576 |
Employee benefits (Tables)
Employee benefits (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefits [Abstract] | |
Schedule of post-employee benefits | For the Year ended December 31 2020 2019 USD thousands USD thousands Short-term benefits 263 365 Post-employment benefits 265 285 |
Schedule of defined contribution plan in respect of its employees | For the Year ended December 31 2020 2019 2018 USD thousands USD thousands USD thousands Amount recognized as expense in respect of defined contribution plan 197 136 95 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of detailed information about financial instruments [abstract] | |
Schedule of sensitivity test to possible changes in USD/NIS exchange rate | Sensitive instrument Income (loss) from Value Income (loss) from Down 2% Down 5% Up 5% Up 2% Cash and cash equivalents and deposits 10 24 489 (24 ) (10 ) Other current assets 30 75 1,500 (75 ) (30 ) Accounts payable (10 ) (26 ) (524 ) 26 10 Other payables (40 ) (100 ) (1,991 ) 100 40 Post-employment benefit liabilities (5 ) (13 ) (265 ) 13 5 Total income (loss) (15 ) (40 ) 40 15 |
Schedule of financial instruments measured at fair value | December 31, 2019 Level 1 Level 2 Level 3 Total USD thousands Financial liabilities Loan (see Note 5B) - - 2,000 2,000 |
Schedule of fair value measurement | Financial instrument Valuation method for determining fair value Significant unobservable inputs For the year ended December 31, 2020 Warrants Black - Scholes expected term 5.3-5.42 years expected volatility 107.17%-108.9% annual risk free interest 0.40%-0.50% dividend yield 0% For the year ended December 31, 2019 Warrants Black - Scholes expected term 4.02-4.83 years expected volatility 99% annual risk free interest 1.95% dividend yield 0% |
General (Details)
General (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Nov. 30, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | |
General (Textual) | ||||
Accumulated deficit | $ (77,521) | $ (49,522) | ||
Description of warrants to purchase ADS | Each ADS represents 10 ordinary shares with no par value following a reverse split in effect from August 23, 2020 (see Note 10A). Each 10 warrants enables the purchase of 1 ADS. | |||
Contract to acquire, percentage | 100.00% | |||
Private and public financing total value | $ 93,800 |
Basis of Preparation of the C_3
Basis of Preparation of the Consolidated Financial Statements (Details) - Bank Of Israel [Member] - NIS | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Foreign Exchange Rates [Line Items] | |||
Representative exchange rate of USD (NIS/USD 1) | 3.215 | 3.456 | 3.748 |
Changes in exchange rates for the Year ended | (7.00%) | (7.80%) | 8.10% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Office Improvements [Member] | Bottom of range [Member] | |
Significant Accounting Policies (Textual) | |
Depreciation of right-of-use asset | 2 years |
Office Improvements [Member] | Top of range [Member] | |
Significant Accounting Policies (Textual) | |
Depreciation of right-of-use asset | 5 years |
Motor Vehicles [Member] | Bottom of range [Member] | |
Significant Accounting Policies (Textual) | |
Depreciation of right-of-use asset | 2 years |
Motor Vehicles [Member] | Top of range [Member] | |
Significant Accounting Policies (Textual) | |
Depreciation of right-of-use asset | 3 years |
Office equipment [member] | Bottom of range [Member] | |
Significant Accounting Policies (Textual) | |
Depreciation of right-of-use asset | 5 years |
Office equipment [member] | Top of range [Member] | |
Significant Accounting Policies (Textual) | |
Depreciation of right-of-use asset | 10 years |
Operating Segments (Details)
Operating Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | $ 1,000 | $ 1,000 | $ 1,000 | |
Research and development expenses | 7,488 | 2,674 | 5,268 | |
Loss (profit) before sales, general and administrative expenses | 6,488 | 1,674 | 4,268 | |
Operating loss | 12,612 | 7,156 | 7,826 | |
Finance income (expenses), net | 15,462 | (1,479) | (2,257) | |
Tax Expenses | 216 | |||
Loss for the year | 28,074 | 5,893 | 5,569 | |
Pain and Hypertension [Member] | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 1,000 | 1,000 | 1,000 | |
Research and development expenses | 265 | 395 | 2,185 | |
Loss (profit) before sales, general and administrative expenses | (735) | (605) | 1,185 | |
Oncology [Member] | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | ||||
Research and development expenses | 6,466 | 2,041 | 2,537 | |
Loss (profit) before sales, general and administrative expenses | 6,466 | 2,041 | 2,537 | |
Total Reportable Segments [Member] | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | 1,000 | 1,000 | 1,000 | |
Research and development expenses | 6,731 | 2,436 | 4,722 | |
Loss (profit) before sales, general and administrative expenses | 5,731 | 1,436 | 3,722 | |
Reconciliations [Member] | ||||
Disclosure of disaggregation of revenue from contracts with customers [line items] | ||||
Revenues | [1] | |||
Research and development expenses | [1] | 757 | 238 | 546 |
Loss (profit) before sales, general and administrative expenses | [1] | $ 757 | $ 238 | $ 546 |
[1] | Includes employees share based payments expenses. |
Operating Segments (Details Tex
Operating Segments (Details Textual) | 12 Months Ended |
Dec. 31, 2020Segments | |
Disclosure of operating segments [abstract] | |
Number of reportable segments | 2 |
Subsidiaries (Details)
Subsidiaries (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Subsidiaries [Abstract] | |
IPR&D related to TyrNovo (see 5A below) | $ 6,172 |
IPR&D related to Famewave (see 5B below) | 14,310 |
Total intangible assets | $ 20,482 |
Subsidiaries (Details 1)
Subsidiaries (Details 1) $ in Thousands | Jan. 13, 2017USD ($) | |
Subsidiaries [Abstract] | ||
Cash | $ 2,000 | |
Equity instruments issued (564,625 Ordinary Shares) | 1,800 | [1] |
Assignment of loan to the Company | (101) | |
Total consideration transferred | $ 3,699 | |
[1] | The fair value of the Ordinary Shares issued was based on the listed share price of the Group on January 11, 2017 of approximately USD 3.19 per share. |
Subsidiaries (Details 2)
Subsidiaries (Details 2) - Tyr Novo Ltd [Member] $ in Thousands | Jan. 13, 2017USD ($) | |
Statement Line Items [Line Items] | ||
Current assets | $ 21 | |
Fixed assets, net | 3 | |
Intangible assets | 6,172 | [1] |
Short-term credit from bank | (16) | |
Trade payables | (123) | |
Other payables | (212) | |
Long-term related parties | (130) | |
Total net identifiable assets | $ 5,715 | |
[1] | In-process research and development |
Subsidiaries (Details 3)
Subsidiaries (Details 3) - USD ($) $ in Thousands | Mar. 14, 2019 | Jan. 13, 2017 |
Disclosure of subsidiaries [line items] | ||
Cash | $ (2,000) | |
Famewave Ltd [Member] | ||
Disclosure of subsidiaries [line items] | ||
Cash | $ 69 | |
Intangible assets | 14,310 | |
Other receivables | 6 | |
Trade payables | (2,283) | |
Other payables | (2,102) | |
Total net identifiable assets | $ 10,000 |
Subsidiaries (Details Textual)
Subsidiaries (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 13, 2017 | Dec. 31, 2019 | Jun. 30, 2018 | Oct. 31, 2017 | Jan. 11, 2017 |
Disclosure of detailed information about business combination [line items] | |||||
Cash proceeds | $ 2,000 | ||||
Percentage of ordinary shares acquired | 4.10% | 27.00% | |||
Ordinary shares issued | 564,625 | ||||
Cash consideration paid | $ 167 | ||||
Fair value of ordinary shares issued price per share | $ 3.19 | ||||
Tyr Novo Ltd [Member] | |||||
Disclosure of detailed information about business combination [line items] | |||||
Cash proceeds | $ 2,000 | ||||
Percentage of ordinary shares acquired | 65.00% | ||||
Ordinary shares issued | 9,570 | ||||
Loans | $ 101 | ||||
Goldman Hirsh Partners Ltd [Member] | |||||
Disclosure of detailed information about business combination [line items] | |||||
Cash proceeds | $ 76 | ||||
Ordinary shares issued | 564,625 | ||||
Cash consideration paid | $ 91 |
Subsidiaries (Details Textual 1
Subsidiaries (Details Textual 1) - USD ($) $ in Thousands | Mar. 14, 2019 | Jun. 15, 2018 | Mar. 15, 2018 | Jun. 30, 2018 | Oct. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 07, 2020 | Jan. 13, 2017 |
Disclosure of detailed information about business combination [line items] | ||||||||||
Acquisition of additional stake percentage | 27.00% | |||||||||
Percentage of ordinary shares acquired | 4.10% | 27.00% | ||||||||
Held in ordinary shares | 4,024 | |||||||||
Percentage of issued and outstanding share capital | 6.00% | |||||||||
Ordinary shares issued | 140,845 | |||||||||
Carrying amount of net assets on date of the acquisition | $ 1,977 | $ 2,821 | ||||||||
Decrease in non-controlling interests | 93 | 768 | ||||||||
Increase in share premium | 237 | 1,483 | ||||||||
Decrease in a capital reserve for transactions with non-controlling interest | 144 | $ 715 | ||||||||
Percentage of issued and outstanding ordinary shares | 97.40% | 91.90% | ||||||||
Fair value of the shares issued in consideration for waving the rights amount | $ 3,500 | 136 | ||||||||
Derivative financial liabilities | 1,030 | |||||||||
Increase in share premium deriving from the waiving of the rights | 136 | |||||||||
Finance expense | 160 | |||||||||
Description of agreement | The Company signed an agreement to acquire 100% of FameWave Ltd, a privately held biopharmaceutical Company developing CM24, (“FameWave”) from its shareholders in exchange for USD 10 million worth of its newly issued ADSs with a long-term lock-up period, priced at USD 12.3 per ADS, plus 50% warrant coverage based on an exercise price of USD 19.8 per ADS with a 4-year term. In addition, the Company provided a loan to FameWave of up to approximately USD 2 million to finance its operation until the closing of the acquisition. The acquisition closed on January 7, 2020. | |||||||||
Description of acquisition agreement | The aggregate purchase price paid by the Company for 100% of shareholders, and other stake holders (a) 807,561 of the Company’s ADSs, (b) warrants to purchase 403,781 additional ADSs with a term of exercise of 4 years beginning on the date of issuance, and subject to other terms and conditions as set forth herein and in the ‘warrant agreements of the Company (c) 54,472 RSUs and 27,236 options to purchase 27,236 shares of the Company. | |||||||||
Additional shares issued | 284,553 | |||||||||
Percentage of non-diluted basis | 11.00% | |||||||||
Other income | $ 894 | $ 894 | ||||||||
Percentage of recoverable amount | 15.00% | |||||||||
Minimum [Member] | ||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||
Group's ownership equity | 97.60% | |||||||||
Maximum [Member] | ||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||
Group's ownership equity | 98.47% | |||||||||
Tyr Novo Ltd [Member] | ||||||||||
Disclosure of detailed information about business combination [line items] | ||||||||||
Percentage of ordinary shares acquired | 65.00% | |||||||||
Ordinary shares issued | 658,484 | |||||||||
Direct ownership of equity | 13,750 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Line Items [Line Items] | ||||
Total cash and cash equivalents | $ 11,247 | $ 4,385 | $ 5,163 | $ 3,947 |
USD [Member] | ||||
Statement Line Items [Line Items] | ||||
Total cash and cash equivalents | 10,758 | 4,279 | ||
Other currencies [Member] | ||||
Statement Line Items [Line Items] | ||||
Total cash and cash equivalents | $ 489 | $ 106 |
Research and Development Expe_3
Research and Development Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Research and Development Expenses [Abstract] | ||||
Salaries, wages and related expenses | $ 1,209 | $ 1,012 | $ 933 | |
Share-based payments | 756 | 238 | 546 | |
Service Providers | [1] | 5,523 | 1,424 | 3,789 |
Research and development expense | $ 7,488 | $ 2,674 | $ 5,268 | |
[1] | The Company has determined that it acts as an agent for certain transactions, see Note 3I. Accordingly, the Company recorded in 2020 USD 961 thousand as an offset of R&D costs and in 2019 USD 532. Receivables and payables regarding such transactions are recorded on a gross basis (see Notes 8 and 9, respectively). |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Line Items [Line Items] | ||
Balance as at January 1, 2020 | $ 206 | |
Balance as at December 31, 2020 | 790 | $ 206 |
Lease receivables [Member] | ||
Statement Line Items [Line Items] | ||
Balance as at January 1, 2020 | 206 | 0 |
Depreciation on right-to-use assets | (233) | (194) |
Change during the year | 817 | 400 |
Balance as at December 31, 2020 | $ 790 | $ 206 |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Dec. 31, 2020USD ($) |
Statement Line Items [Line Items] | |
Total | $ 1,050 |
Short-term lease liability | 207 |
Long-term lease liability | 688 |
Less than one year [Member] | |
Statement Line Items [Line Items] | |
Total | 210 |
One to five years [Member] | |
Statement Line Items [Line Items] | |
Total | $ 840 |
Leases (Details 2)
Leases (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Interest expenses on lease liability | $ 41 | $ 45 | |
Lease payments recognized as an expense | $ 209 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 15, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Leases (Textual) | ||||
Lease liability and right-of-use asset | $ 790 | $ 206 | ||
Lease liability | 688 | 28 | ||
Lease receivables [Member] | ||||
Leases (Textual) | ||||
Lease liability and right-of-use asset | $ 790 | $ 817 | $ 206 | $ 0 |
Lease liability | $ 534 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Current Assets [Abstract] | ||
Receivables | $ 1,493 | |
Government authorities | $ 197 | 182 |
Prepaid expenses and other receivables | 780 | 232 |
Total other current assets | $ 977 | $ 1,907 |
Other Payables (Details)
Other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Trade and other payables [abstract] | ||
Contract liabilities, see Note 14 | $ 961 | |
Due to related parties - payroll related | 541 | 587 |
Accrued expenses | 880 | 255 |
Government authorities | 43 | 36 |
Payroll related | 229 | 267 |
Other Payables Total | $ 1,693 | $ 2,106 |
Equity (Details)
Equity (Details) - shares shares in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Class A Preferred Shares [Member] | |||
Disclosure of classes of share capital [line items] | |||
Number of shares, Authorized | [1] | 10,000 | 10,000 |
Number of shares, Issued and paid-in | |||
Class B Preferred Shares [Member] | |||
Disclosure of classes of share capital [line items] | |||
Number of shares, Authorized | [1] | 10,000 | 10,000 |
Number of shares, Issued and paid-in | |||
Class C Preferred Shares [Member] | |||
Disclosure of classes of share capital [line items] | |||
Number of shares, Authorized | [1] | 10,000 | 10,000 |
Number of shares, Issued and paid-in | |||
Class D Preferred Shares [Member] | |||
Disclosure of classes of share capital [line items] | |||
Number of shares, Authorized | [1] | 10,000 | 10,000 |
Number of shares, Issued and paid-in | |||
Class E Preferred Shares [Member] | |||
Disclosure of classes of share capital [line items] | |||
Number of shares, Authorized | [1] | 10,000 | 10,000 |
Number of shares, Issued and paid-in | |||
Ordinary Share [Member] | |||
Disclosure of classes of share capital [line items] | |||
Number of shares, Authorized | [1] | 10,000 | 250,000 |
Number of shares, Issued and paid-in | [1] | 172,106 | 19,564 |
[1] | Restated to reflect a 1:10 reverse ratio of the ADSs, that took place in August 2020. |
Equity (Details 1)
Equity (Details 1) - shares shares in Thousands | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Changes in equity [abstract] | ||||||
Issued as at January 1 | [1] | 1,956 | 1,601 | 1,122 | ||
Issuance of ADSs (See D below) | 8,573 | 343 | [1] | 326 | [1] | |
Issuance of shares (See Note 5) | [1] | 80 | [1] | |||
Vesting of RSUs | 7 | 10 | [1] | 12 | [1] | |
Exercise of warrants | 6,675 | 3 | [1] | 61 | [1] | |
Issued as at December 31 | 17,211 | 1,956 | [1] | 1,601 | [1] | |
[1] | Restated to reflect a 1:10 reverse ratio of the ADSs, that took place in August 2020. |
Equity (Details 2)
Equity (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Noncontrolling Interests [Line Items] | |||
Current assets | $ 59,282 | $ 8,302 | |
Current liabilities | 3,098 | 3,546 | |
Loss allocated to non-controlling interests | $ 75 | $ 43 | $ 369 |
Non-controlling interests [Member] | Tyr Novo Ltd [Member] | |||
Noncontrolling Interests [Line Items] | |||
Non-controlling interests percentage | 1.53% | 1.53% | |
Non-current assets | $ 16 | $ 24 | |
Current assets | 174 | 192 | |
Current liabilities | (5,543) | (646) | |
Net assets | (5,353) | (430) | |
Net assets attributable to non-controlling interests | (82) | (7) | |
Loss for the year | 4,922 | 2,847 | |
Loss allocated to non-controlling interests | $ 75 | $ 43 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | May 08, 2020 | Mar. 16, 2020 | Jun. 25, 2020 | Apr. 19, 2020 | Sep. 30, 2019 | Jan. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 06, 2020 |
Equity (Textual) | ||||||||||||
Placement agent fees | $ 1,315 | $ 900 | $ 1,525 | |||||||||
Warrants to purchase shares | 2,000,000 | |||||||||||
Exercised warrants | 4,675,000 | |||||||||||
Description of warrants rights | During 2020, the Company issued 11 thousand ordinary shares on account of vested RSUs granted in 2017 and 2018 and 54 thousand fully vested RSUs were granted to an officer, See also Note 11A. During 2020, 6,675 thousand warrants, issued in March- June 2020, were exercised into 56,366 thousand ordinary shares. Subsequently, an amount of USD 23,780 thousand was recorded to share premium against receipts on accounts of warrants. During 2020 the Company acquired 100% of FameWave Ltd for the equity details, See Note 5B. | During 2019, the Company issued 97 thousand ordinary shares on account of vested RSUs granted in 2017 and 2018. See also Note 11A. During 2019, 29 thousand warrants, issued in July 2017, were exercised into 29 thousand shares for a consideration of USD 43 thousand. Subsequently, an amount of USD 42 thousand was recorded to share premium against receipts on accounts of warrants. | During 2018, 343 thousand warrants, issued in July 2017, were exercised into 343 thousand shares for a consideration of USD 515 thousand. In addition, 484 thousand warrants, issued in July 2017, were exercised into 264 thousand shares on a cashless exercise, and an amount of USD 1,618 thousand was recorded to share premium against derivative liabilities. During 2018, the Company issued 121 thousand ordinary shares on account of vested RSUs granted in 2017. See also Note 11A. | |||||||||
Company issued securities, description | The Company’s authorized share capital is 1,000,000,000 ordinary shares, with no par value, and 50,000,000 non-voting senior preferred shares, with no par value, divided into 5 classes of 10,000,000 preferred shares in each class. | |||||||||||
Finance expenses | $ 160 | |||||||||||
Share premium | $ 118,909 | $ 46,986 | ||||||||||
Ordinary share capital | 1,000,000,000 | |||||||||||
Warrants [Member] | ||||||||||||
Equity (Textual) | ||||||||||||
Warrants fair value | $ 661 | |||||||||||
Public Offering [Member] | ||||||||||||
Equity (Textual) | ||||||||||||
Warrants fair value | $ 1,273 | |||||||||||
ADS [Member] | ||||||||||||
Equity (Textual) | ||||||||||||
Public offering issued value | $ 559 | $ 241 | $ 1,199 | $ 315 | ||||||||
Warrant exercise price | $ 5 | $ 3.75 | $ 11.25 | $ 4.0625 | ||||||||
Warrants to purchase shares | 175,000 | 140,000 | 194,443 | 140,000 | ||||||||
Term of warrants | 5 years | 5 years | ||||||||||
Terminate date | Mar. 12, 2025 | |||||||||||
ADS [Member] | Private Placements [Member] | ||||||||||||
Equity (Textual) | ||||||||||||
Warrant exercise price | $ 3.25 | |||||||||||
Warrants to purchase shares | 2,200,000 | |||||||||||
Term of warrants | 5 years | |||||||||||
ADS [Member] | Public Offering [Member] | ||||||||||||
Equity (Textual) | ||||||||||||
Company funds raised | $ 10,000 | $ 6,000 | $ 35,000 | $ 6,500 | $ 6,000 | $ 8,100 | $ 8,100 | |||||
Placement agent fees | 8,400 | 4,600 | $ 30,700 | 5,400 | $ 5,100 | $ 7,400 | ||||||
Public offering issued by securities | 129,861 | |||||||||||
Public offering issued value | $ 9,157 | $ 1,806 | $ 5,283 | |||||||||
Public offering price per unit | $ 4 | $ 0.001 | $ 9 | |||||||||
Warrant exercise price | $ 4 | $ 3.25 | $ 9 | $ 3.25 | ||||||||
Warrants to purchase shares | 2,500,000 | 2,000,000 | 1,944,444 | 2,000,000 | ||||||||
Pre-funded warrants | 1,038,000 | |||||||||||
Term of warrants | 5 years 6 months | 5 years | 5 years | 5 years 6 months | ||||||||
Description of warrants rights | In this registered direct offering, the Company issued 342,857 ADSs and, in a concurrent private placement, 257,143 non-listed warrants to purchase 257,143 ADSs. Each non-listed warrant is exercisable until July 15, 2024 at an exercise price of USD 20.00 per ADS. | In this registered direct offering, the Company issued 326,000 ADSs and, in a concurrent private placement, 163,000 non-listed warrants to purchase 163,000 ADSs. Each non-listed warrant is exercisable until December 5, 2023 at an exercise price of USD 28. 0 per ADS. The ADS’s issued were recorded in equity in an amount of USD 4,276 thousand, net of issuance expenses. The warrants were considered a derivative instrument (due to a cashless exercise feature) and were recorded as a liability in the amount of USD 3,467 thousand. Issuance expenses related to the warrants, in the amount of USD 301 thousand were recorded to finance expenses. | ||||||||||
Company issued securities, description | The ADSs issued were recorded in equity in an amount of USD 2,200 thousand, net of issuance expenses. The warrants were considered a derivative instrument (due to a cashless exercise feature), and were recorded as a liability in the amount of USD 3,406 thousand. Issuance expenses related to the warrants, in the amount of USD 515 thousand were recorded to finance expense. | |||||||||||
Issue of equity | $ 709 | $ 1,674 | $ 19,201 | $ 3,170 | $ 298 | |||||||
Finance expenses | 169 | |||||||||||
Share premium | $ 129 | |||||||||||
Warrants fair value | $ 16,403 | $ 2,520 | $ 11,472 | $ 10,982 | ||||||||
Number of non-tradable warrants | 2,500,000 | 962,000 | 3,888,889 | 2,000,000 |
Share-based Payment Arrangeme_3
Share-based Payment Arrangements (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted average exercise prices (in USD) | |||
Outstanding on January 1 | $ 1.71 | $ 2.6 | $ 3.08 |
Expired and forfeited during the year | 0.23 | 7 | |
Granted during the year | 0.43 | 1.32 | 1.59 |
Outstanding on December 31 | 1.02 | 1.71 | 2.6 |
Exercisable on December 31 | $ 1.54 | $ 3.21 | $ 2.95 |
Number of options | |||
Outstanding on January 1 | 4,754,676 | 1,131,781 | 1,002,022 |
Expired and forfeited during the year | 1,486,125 | 30,000 | |
Granted during the year | 3,725,826 | 3,622,895 | 159,759 |
Outstanding on December 31 | 6,994,377 | 4,754,676 | 1,131,781 |
Exercisable on December 31 | 1,753,632 | 1,093,029 | 873,344 |
Share-based Payment Arrangeme_4
Share-based Payment Arrangements (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of RSUs | ||
Outstanding at January 1 | 11,509 | 109,419 |
Granted during the year | 3,601,972 | |
Forfeited during the year | 157,500 | |
Vested during the year | 65,981 | 97,910 |
Outstanding at December 31 | 3,390,000 | 11,509 |
Share-based Payment Arrangeme_5
Share-based Payment Arrangements (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Share Price - USD | $ 1.18 | ||
Option price - USD | $ 0.80 | ||
Expected volatility (%) | 105.77% | ||
Expected duration (years) | 4 years 11 months 12 days | ||
Dividend yield (%) | |||
Risk free rate interest rate (%) | 1.41% | ||
Bottom of range [member] | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Share Price - USD | $ 0.32 | $ 0.746 | |
Option price - USD | $ 0.347 | $ 0.49 | |
Expected volatility (%) | 95.68% | 99.22% | |
Expected duration (years) | 4 years | 4 years 7 months 10 days | |
Risk free rate interest rate (%) | 0.298% | 1.63% | |
Top of range [member] | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Share Price - USD | $ 0.898 | $ 1.22 | |
Option price - USD | $ 1.98 | $ 1.1 | |
Expected volatility (%) | 107.00% | 113.78% | |
Expected duration (years) | 7 years | 7 years | |
Risk free rate interest rate (%) | 0.50% | 1.95% | |
Option pricing model [member] | |||
Disclosure of range of exercise prices of outstanding share options [line items] | |||
Share Price - USD | $ 368.39 | ||
Option price - USD | $ 369.39 | ||
Expected volatility (%) | 79.16% | ||
Expected duration (years) | 7 years | ||
Dividend yield (%) | |||
Risk free rate interest rate (%) | 2.40% |
Share-based Payment Arrangeme_6
Share-based Payment Arrangements (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangements [Abstract] | |||
Research and development expenses | $ 756 | $ 238 | $ 546 |
General and administrative expenses | 1,889 | 1,035 | 227 |
Total share-based expense recognized | $ 2,645 | $ 1,273 | $ 773 |
Share-based Payment Arrangeme_7
Share-based Payment Arrangements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Oct. 12, 2020 | Apr. 02, 2020 | Jan. 03, 2018 | Aug. 31, 2020 | May 18, 2020 | Dec. 23, 2019 | Dec. 18, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Nov. 20, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Payment Arrangements (Textual) | |||||||||||||
Weighted average remaining contractual life | 5 years 10 months 21 days | 5 years 6 months 21 days | 5 years 3 months 15 days | ||||||||||
Share-based compensation expense | $ 2,645 | $ 1,273 | $ 719 | ||||||||||
Share-based payment arrangements, description | The Company granted 178 thousand options to an officer. 151 thousand options have an exercise price of USD 0.347 per one ordinary share, and will vest over 3 years from the grant date. The options are exercisable for 7 years from grant date. The fair value of these options as of the grant date was measured at USD 40 thousand. An additional 27 thousand options were granted that have an exercise price of USD 1.98 per one ordinary share, and will vest over 3 years from the grant date. The options are exercisable for 4 years from grant date. The fair value of these options as of the grant date was measured at USD 3 thousand. In addition, 54,472 RSUs were granted which are fully vested, See Note 5B. | The RSUs and options have a vesting period of 3 years from the commencement of the offeree’s engagement with the Group, with a one-year cliff for the first one-third of the vested amount, and over 8 quarters thereafter. The exercise period is 5 years from the date of the grant. The options shall have an exercise price equals to USD 1.59 per one ordinary share. 34,825 RSUs were fully vested at the time of the grant. The fair value of these RSUs and options at the date of the grant was measured at USD 71 thousand and USD 127 thousand, respectively. | |||||||||||
Top of range [member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Options exercise price | $ 6 | $ 6 | $ 4.39 | ||||||||||
Bottom of range [member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Options exercise price | $ 0.346 | $ 0.81 | $ 1.59 | ||||||||||
Board of Directors [Member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Vesting period | 3 years | ||||||||||||
Exercisable period | 5 years | 5 years | 5 years | ||||||||||
Options exercise price | $ 0.432 | $ 0.421 | $ 0.421 | ||||||||||
Fair value of options and grants measured | $ 171 | $ 2,432 | $ 1,845 | ||||||||||
Number of additional options granted | 1,463 | ||||||||||||
Stock option granted | $ 1,463 | ||||||||||||
Restricted stock units | 1,463 | ||||||||||||
Board of Directors [Member] | RSUs [Member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Restricted stock units | 232 | ||||||||||||
Board of Directors [Member] | Options [Member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Options exercise price | $ 6 | $ 6 | |||||||||||
Fair value of options and grants measured | $ 56 | $ 56 | |||||||||||
Stock option granted | $ 232 | 1,853 | $ 61 | $ 61 | |||||||||
Share-based payment arrangements, description | The board of directors of the Company approved the grant of 3,162 thousand options to directors, officers, employees and consultants. The options have an exercise price of USD 1.28 – 1.64 per one ordinary share, and will vest during 3 years from the date of grant. The options are exercisable for 5-7 years from grant date. The fair value of these options as of the grant date was measured at USD 2,677 thousand. Those options that were granted to directors were approved by the shareholders of the Company in April 2019. | The board of directors of the Company approved the grant of 3,162 thousand options to directors, officers, employees and consultants. The options have an exercise price of USD 1.28 – 1.64 per one ordinary share, and will vest during 3 years from the date of grant. The options are exercisable for 5-7 years from grant date. The fair value of these options as of the grant date was measured at USD 2,677 thousand. Those options that were granted to directors were approved by the shareholders of the Company in April 2019. | |||||||||||
Directors and Officers [Member] | RSUs [Member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Restricted stock units | $ 1,853 | ||||||||||||
Officer [Member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Vesting period | 3 years | ||||||||||||
Exercisable period | 7 years | ||||||||||||
Options exercise price | $ 0.79 | ||||||||||||
Fair value of options and grants measured | $ 221 | ||||||||||||
Stock option granted | $ 335 | ||||||||||||
Chairman of Board [Member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Vesting period | 3 years | ||||||||||||
Exercisable period | 7 years | ||||||||||||
Options exercise price | $ 0.814 | ||||||||||||
Fair value of options and grants measured | $ 207 | ||||||||||||
Stock option granted | $ 400 | ||||||||||||
Two Officers [Member] | RSUs [Member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Number of grant option shares | 59,720 | ||||||||||||
Two Officers [Member] | Options [Member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Number of grant option shares | 159,759 | ||||||||||||
Officers and Directors [Member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Share-based compensation expense | $ 2,049 | $ 988 | $ 660 | ||||||||||
Officers and Directors [Member] | RSUs [Member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Share-based payment arrangements, description | The Company recorded in 2020 an expense of USD 2,645 thousand (2019 - USD 1,273 thousand, 2018- USD 719 thousand), of which USD 2,409 thousand (2019 - USD 988 thousand, 2018 - USD 660 thousand) are to officers and directors. | ||||||||||||
Tyrnovo [Member] | |||||||||||||
Share-based Payment Arrangements (Textual) | |||||||||||||
Exercisable period | 7 years | ||||||||||||
Key management personnel | 431 | ||||||||||||
Options exercise price | $ 0.29 | ||||||||||||
Fair value of options and grants measured | $ 431 | ||||||||||||
Number of grant option shares | 1,170 | ||||||||||||
Share-based compensation expense | $ 402 |
Transactions and Balances wit_3
Transactions and Balances with Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |||
Share based payments | $ 2,645 | $ 1,273 | $ 719 |
Payments To Key Management [Member] | Directors [Member] | |||
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |||
Short - term employee benefits | 306 | 339 | 268 |
Share based payments | 742 | 269 | 86 |
Total | 1,048 | 608 | 354 |
Payments To Key Management [Member] | Chief Executive Officer [Member] | |||
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | |||
Short - term employee benefits | 1,982 | 1,776 | 2,165 |
Post-employment benefits | 19 | 22 | 16 |
Share based payments | 1,667 | 719 | 574 |
Total | $ 3,668 | $ 2,517 | $ 2,755 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details Textual) ₪ in Thousands, $ in Thousands | Aug. 13, 2019USD ($) | Nov. 08, 2016 | Feb. 28, 2017USD ($) | Feb. 28, 2017ILS (₪) | Feb. 07, 2017USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019ILS (₪) | Dec. 31, 2015USD ($) | Dec. 31, 2015ILS (₪) | Aug. 13, 2019ILS (₪) |
Commitments and Contingent Liabilities (Textual) | |||||||||||
Motion total amount | $ 4,300 | ||||||||||
Description, of lawsuit filing | The Company delivered its response to the court. A preliminary hearing was held by the court on September 12, 2016 and subsequently the court set a schedule for the submission by the petitioners of a motion for discovery, and any responses to such motion. | The Company delivered its response to the court. A preliminary hearing was held by the court on September 12, 2016 and subsequently the court set a schedule for the submission by the petitioners of a motion for discovery, and any responses to such motion. | |||||||||
Loss contingency actions taken by court arbitrator or mediator, description | The Motion to be excluded from the purported class, claiming to have independent causes of action and damages of approximately NIS 1 million (USD 311,042) (the “Petition to Exclude”). The Company responded to the court and, amongst other arguments, the Company noted that pursuant to the Class Action Lawsuits Law 5766-2006 and the Regulations enacted thereunder, at the current stage of the court proceedings with respect to the 2015 Motion such shareholder cannot petition to be excluded from the purported class. The court ordered the shareholder to respond and he has done so. In May 2018, the shareholder filed an independent lawsuit against the Company in the Haifa Magistrates Court seeking damages of approximately NIS 1.1 million (USD 342,146) (the “Separate Lawsuit”). | ||||||||||
Gains on litigation settlements | $ 9,000 | ||||||||||
Initial public offering date | Nov. 20, 2015 | Nov. 20, 2015 | Nov. 20, 2015 | ||||||||
Fine paid by company | $ 466,562 | ||||||||||
Annual license fee income | $ 10,000 | ||||||||||
Monthly payments | $ 322,500 | ||||||||||
NIS [Member] | |||||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||||
Motion total amount | ₪ | ₪ 16,400 | ||||||||||
Gains on litigation settlements | ₪ | ₪ 29,000 | ||||||||||
Aggregate consideration received | $ 2,000 | ||||||||||
Fine paid by company | ₪ | ₪ 1,500 | ||||||||||
TryNovo's Technologies [Member] | Israel Innovation Authority [Member] | |||||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||||
Maximum royalty payable excluding interest amount | $ 1,600 | ||||||||||
TryNovo's Technologies [Member] | Israel Innovation Authority [Member] | NIS [Member] | |||||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||||
Maximum royalty payable excluding interest amount | ₪ | ₪ 5,500 | ||||||||||
Yissum [Member] | |||||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||||
Description of license agreement | In consideration for the grant of the license, the Company shall pay Yissum the following consideration during the term of the license: (i) Royalties at a rate of three percent (3%) of net sales. (ii) Sublicense fees at a rate of twelve percent (12%) of sublicense consideration. In addition, Yissum is entitled to receive an exit fee of 12% of the transaction proceeds in the event of certain pre - defined transactions set forth in the License Agreement. | ||||||||||
THM [Member] | |||||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||||
Description of license agreement | In consideration for the license grant, the Company shall pay to THM the following during the term of the license: i) An annual license fee of $10,000 which is credited towards any royalties to be paid during such year. ii) Royalties of three- and one-half (3.5%) of net sales with respect to Biopharmaceutical Products, and royalties of six- and one-half (6.5%) of net sales with respect to Diagnostic Products. iii) Sublicense fees at a rate of twenty percent (20%) of sublicense consideration with respect to Biopharmaceutical Products, and sublicense fees at a rate of twelve percent (12%) of sublicense consideration with respect to Diagnostic Products. The Company has undertaken to pay certain milestone payments upon the completion of certain pre-defined clinical and sales milestones. In addition, THM (on behalf of the licensors) are entitled to receive an exit fee of up to three- and one-half percent (3.5%) of all consideration received because of or in connection with an exit event (as defined in the THM License Agreement). | ||||||||||
Bottom of range [member] | |||||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||||
Annual interest rate of revenues | 3.00% | ||||||||||
Top of range [member] | |||||||||||
Commitments and Contingent Liabilities (Textual) | |||||||||||
Annual interest rate of revenues | 6.00% |
Sales, General and Administra_3
Sales, General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
General and Administrative Expenses [Abstract] | |||
Employees and officer’s compensation | $ 1,355 | $ 1,445 | $ 1,733 |
Share-based payments (see also Note 11) | 1,147 | 657 | 87 |
Legal fees in connection with ISA investigation and class action lawsuits (see also Note 13B) | 43 | 356 | 690 |
Other professional fees | 1,315 | 900 | 1,525 |
Board member remuneration and insurance | 962 | 622 | 470 |
Board member share-based payments | 742 | 269 | 86 |
FDA Fee | 946 | ||
ISA settlement (see also Note 13B) | 387 | ||
Rent and office maintenance | 58 | 80 | 243 |
Travel and car expenses | 76 | 182 | 228 |
Depreciation | 235 | 178 | 7 |
Other | 373 | 56 | 126 |
General and administrative expenses | $ 6,306 | $ 6,078 | $ 5,195 |
Sales, General and Administra_4
Sales, General and Administrative Expenses (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
General and Administrative Expenses [Abstract] | |||
Legal expenses | $ 182 | $ 596 | $ 743 |
Other Income (Details)
Other Income (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Other Income (Textual) | |
Other income | $ 894 |
Finance Expense (Income), net_2
Finance Expense (Income), net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finance expenses | |||
Fees and interest expense | $ 56 | $ 81 | $ 9 |
Loss from exchange rate differences, net | 5 | 100 | 106 |
Payment to Taoz, see Note 5A(3) | 160 | ||
Warrant issuance costs | 301 | ||
Finance expenses | $ 61 | $ 181 | $ 576 |
Taxes on Income (Details)
Taxes on Income (Details) - Corporate Tax Rate [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Taxes on Income (Textual) | |||
Corporate tax rate | 23.00% | 23.00% | 23.00% |
Unrecognized research and development expenses | $ 41,000 | $ 21,000 | $ 33,100 |
Taxes on income, description | In 2020, the main reconciling item from the statutory tax rate of the Company (23%, representing theoretical tax benefit of approximately USD 6.4 million) to the effective tax rate (0%) is mainly due to the fact that deferred taxes were not created in respect of carry forward tax losses |
Employee benefits (Details)
Employee benefits (Details) - Separate Management Entities [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of amounts incurred by entity for provision of key management personnel services provided by separate management entities [line items] | ||
Short-term benefits | $ 263 | $ 365 |
Post-employment benefits | $ 265 | $ 285 |
Employee benefits (Details 1)
Employee benefits (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Benefits [Abstract] | |||
Amount recognized as expense in respect of defined contribution plan | $ 197 | $ 136 | $ 95 |
Employee benefits (Details Text
Employee benefits (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Employee benefits (Textual) | |||
Employee benefit bonus | $ 481 | $ 462 | $ 777 |
Employee benefits liability due grants | $ 265 | $ 285 |
Financial Instruments (Details)
Financial Instruments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash and cash equivalents and deposits [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) value | $ 489 |
Other current assets [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) value | 1,500 |
Accounts payable [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) value | (524) |
Other payables [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) value | (1,991) |
Post-employment benefit liabilities [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) value | (265) |
Down 2% [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (15) |
Down 2% [Member] | Cash and cash equivalents and deposits [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | 10 |
Down 2% [Member] | Other current assets [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | 30 |
Down 2% [Member] | Accounts payable [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (10) |
Down 2% [Member] | Other payables [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (40) |
Down 2% [Member] | Post-employment benefit liabilities [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (5) |
Down 5% [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (40) |
Down 5% [Member] | Cash and cash equivalents and deposits [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | 24 |
Down 5% [Member] | Other current assets [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | 75 |
Down 5% [Member] | Accounts payable [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (26) |
Down 5% [Member] | Other payables [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (100) |
Down 5% [Member] | Post-employment benefit liabilities [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (13) |
Up 5% [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | 40 |
Up 5% [Member] | Cash and cash equivalents and deposits [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (24) |
Up 5% [Member] | Other current assets [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (75) |
Up 5% [Member] | Accounts payable [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | 26 |
Up 5% [Member] | Other payables [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | 100 |
Up 5% [Member] | Post-employment benefit liabilities [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | 13 |
Up 2% [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | 15 |
Up 2% [Member] | Cash and cash equivalents and deposits [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (10) |
Up 2% [Member] | Other current assets [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | (30) |
Up 2% [Member] | Accounts payable [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | 10 |
Up 2% [Member] | Other payables [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | 40 |
Up 2% [Member] | Post-employment benefit liabilities [Member] | |
Disclosure of continuing involvement in derecognised financial assets [line items] | |
Income (loss) from change in exchange rate | $ 5 |
Financial Instruments (Details
Financial Instruments (Details 1) $ in Thousands | Dec. 31, 2019USD ($) |
Financial liabilities | |
Loan (see Note 5B) | $ 2,000 |
Level 1 [Member] | |
Financial liabilities | |
Loan (see Note 5B) | |
Level 2 [Member] | |
Financial liabilities | |
Loan (see Note 5B) | |
Level 3 [Member] | |
Financial liabilities | |
Loan (see Note 5B) | $ 2,000 |
Financial Instruments (Detail_2
Financial Instruments (Details 2) - Warrants [Member] - Black Scholes [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of continuing involvement in derecognised financial assets [line items] | ||
expected volatility | 99.00% | |
annual risk free interest | 1.95% | |
dividend yield | 0.00% | 0.00% |
Top of range [member] | ||
Disclosure of continuing involvement in derecognised financial assets [line items] | ||
expected term | 5 years 5 months 1 day | 4 years 9 months 29 days |
expected volatility | 108.90% | |
annual risk free interest | 0.50% | |
Bottom of range [member] | ||
Disclosure of continuing involvement in derecognised financial assets [line items] | ||
expected term | 5 years 3 months 19 days | 4 years 7 days |
expected volatility | 107.17% | |
annual risk free interest | 0.40% |
Financial Instruments (Detail_3
Financial Instruments (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Financial Instruments (Textual) | ||
Cash and cash equivalents and short-term and long-terms deposits | $ 60,876 | $ 4,395 |
Bear fixed interest, percentage | 1.05% | |
Loan to farm wave | $ 2,000 | |
Long term deposits | $ 71 | |
Bottom of range [member] | ||
Financial Instruments (Textual) | ||
Bear fixed interest, percentage | 0.10% | |
Top of range [member] | ||
Financial Instruments (Textual) | ||
Bear fixed interest, percentage | 1.20% |