Full Press Release Details
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
the Shareholders and Board of Directors of
on the Financial Statements
have audited the accompanying consolidated balance sheet of Can-Fite Ltd and its subsidiary (the "Company") as of
December 31, 2019 and 2018, and the related consolidated statements of comprehensive loss, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the
"consolidated financial statements"). In our opinion, the consolidation financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
FORER GABBAY & KASIERER
have served as the Company's auditor since at least 2001, but we are unable to determine the specific year.
BIOPHARMA LTD. AND ITS SUBSIDIARY
dollars in thousands except for share and per share data)
| December 31, | ||||||||||
| 2019 | 2018 | |||||||||
| Note | USD | |||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS: | ||||||||||
| Cash and cash equivalents | $ | 2,697 | $ | 3,615 | ||||||
| Other accounts receivables and prepaid expenses | 3 | 4,383 | 4,015 | |||||||
| Short-term investment | 4 | 64 | 273 | |||||||
| Total current assets | 7,144 | 7,903 | ||||||||
| NON-CURRENT ASSETS: | ||||||||||
| Lease deposit | - | 2 | ||||||||
| Other non-current receivables | 5 | 912 | - | |||||||
| Operating lease right of use assets | 12 | 82 | - | |||||||
| Property, plant and equipment, net | 6 | 36 | 47 | |||||||
| Total long-term assets | 1,030 | 49 | ||||||||
| Total assets | $ | 8,174 | $ | 7,952 |
accompanying notes are an integral part of the consolidated financial statements.
BIOPHARMA LTD. AND ITS SUBSIDIARY
dollars in thousands except for share and per share data)
| December 31, | ||||||||||
| 2019 | 2018 | |||||||||
| Note | USD | |||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||
| CURRENT LIABILITIES: | ||||||||||
| Trade payables | $ | 2,156 | $ | 1,071 | ||||||
| Current maturity of operating lease liability | 12 | 36 | - | |||||||
| Deferred revenues | 11 | 469 | 926 | |||||||
| Other accounts payable | 7 | 610 | 1,122 | |||||||
| Total current liabilities | 3,271 | 3,119 | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||||
| Long - term operating lease liability | 12 | 39 | - | |||||||
| Deferred revenues | 9 | 2,422 | 1,818 | |||||||
| Total Long-term liabilities | 2,461 | 1,818 | ||||||||
| CONTIGENT LIABILITIES AND COMMITMENTS | 9 | |||||||||
| SHAREHOLDERS' EQUITY: | 10 | |||||||||
| Ordinary shares of NIS 0.25 par value - Authorized: 500,000,000 shares at December 31, 2019 and 2018; Issued and outstanding: 120,652,683 shares as of December 31, 2019; 40,399,290 shares as of December 31, 2018 | 8,225 | 2,635 | ||||||||
| Additional paid-in capital | 103,401 | 96,939 | ||||||||
| Accumulated other comprehensive income | 1,127 | 1,127 | ||||||||
| Accumulated deficit | (110,311 | ) | (97,686 | ) | ||||||
| Total shareholders' equity | 2,442 | 3,015 | ||||||||
| Total liabilities and shareholders' equity | $ | 8,174 | $ | 7,952 |
accompanying notes are an integral part of the consolidated financial statements.
BIOPHARMA LTD. AND ITS SUBSIDIARY
STATEMENTS OF COMPREHENSIVE LOSS
dollars in thousands except for share and per share data)
| Year ended December 31, | ||||||||||||||
| 2019 | 2018 | 2017 | ||||||||||||
| Note | USD | |||||||||||||
| Revenues | 9 | $ | 2,032 | $ | 3,820 | $ | 789 | |||||||
| Research and development expenses | (10,976 | ) | (6,075 | ) | (5,106 | ) | ||||||||
| General and administrative expenses | (3,063 | ) | (3,159 | ) | (2,868 | ) | ||||||||
| Operating loss | (12,007 | ) | (5,414 | ) | (7,185 | ) | ||||||||
| Other income | 1b | - | - | 769 | ||||||||||
| Total Financial income (expense), net | 13 | (618 | ) | (1,153 | ) | 1,603 | ||||||||
| Loss before taxes on income | (12,625 | ) | (6,567 | ) | (4,813 | ) | ||||||||
| Taxes on income | 15 | - | (4 | ) | (29 | ) | ||||||||
| Net loss | $ | (12,625 | ) | $ | (6,571 | ) | $ | (4,842 | ) | |||||
| Basic and diluted net loss per share | 14 | $ | (0.14 | ) | $ | (0.17 | ) | $ | (0.14 | ) | ||||
| Other comprehensive loss: | ||||||||||||||
| Adjustment arising from translating financial statements from functional currency to presentation currency | - | - | 636 | |||||||||||
| Total comprehensive loss | $ | (12,625 | ) | $ | (6,571 | ) | $ | (4,206 | ) | |||||
| Net loss Attributable to: | ||||||||||||||
| Equity holders of the Company | $ | (12,625 | ) | $ | (6,571 | ) | $ | (4,748 | ) | |||||
| Non-controlling interests | - | - | (94 | ) | ||||||||||
| (12,625 | ) | (6,571 | ) | (4,842 | ) | |||||||||
| Total comprehensive loss attributable to: | ||||||||||||||
| Equity holders of the Company | (12,625 | ) | (6,571 | ) | (4,112 | ) | ||||||||
| Non-controlling interests | - | - | (94 | ) | ||||||||||
| $ | (12,625 | ) | $ | (6,571 | ) | $ | (4,206 | ) | ||||||
| Weighted average number of ordinary shares used in computing basic and diluted net loss per share | 85,909,859 | 38,902,214 | 32,525,138 |
accompanying notes are an integral part of the consolidated financial statements.
BIOPHARMA LTD. AND ITS SUBSIDIARY
STATEMENTS OF CHANGES IN EQUITY
dollars in thousands except for share and per share data)
| Can-Fite Biopharma Ltd. Shareholders' Equity | ||||||||||||||||||||||||||||||||||||
| Ordinary shares | Additional paid-in | Treasury | Accumulated other comprehensive | Accumulated | Non- controlling | Total | ||||||||||||||||||||||||||||||
| Number | Amount | capital | Shared | Income | deficit | Total | interests | Equity | ||||||||||||||||||||||||||||
| Balance as of January 1, 2017 | 28,156,728 | $ | 1,783 | $ | 88,578 | $ | (970 | ) | $ | 491 | $ | (86,017 | ) | $ | 3,865 | $ | 42 | $ | 3,907 | |||||||||||||||||
| Net loss | - | - | - | - | - | (4,748 | ) | (4,748 | ) | (94 | ) | (4,842 | ) | |||||||||||||||||||||||
| Adjustment arising from translating financial statements from functional currency to presentation currency | - | - | - | - | 636 | - | 636 | - | 636 | |||||||||||||||||||||||||||
| Total comprehensive loss | - | - | - | - | 636 | (4,748 | ) | (4,112 | ) | (94 | ) | (4,206 | ) | |||||||||||||||||||||||
| Issuance of share capital and warrants, net of issuance expenses of $ 621 | 5,000,000 | 330 | 2,482 | - | - | - | 2,812 | - | 2,812 | |||||||||||||||||||||||||||
| Issuance of share capital | 138,890 | 10 | 85 | - | - | - | 95 | - | 95 | |||||||||||||||||||||||||||
| Proceeds from sale of subsidiary in previously consolidated subsidiaries | - | - | (838 | ) | 970 | - | - | 132 | 52 | 184 | ||||||||||||||||||||||||||
| Share-based payments | - | - | 192 | - | - | - | 192 | - | 192 | |||||||||||||||||||||||||||
| Balance as of December 31, 2017 | 33,295,618 | $ | 2,123 | $ | 90,499 | - | $ | 1,127 | $ | (90,765 | ) | $ | 2,984 | - | $ | 2,984 |
accompanying notes are an integral part of the consolidated financial statements.
BIOPHARMA LTD. AND ITS SUBSIDIARY
STATEMENTS OF CHANGES IN EQUITY
dollars in thousands except for share and per share data)
| Ordinary shares | Additional paid- | Accumulated other comprehensive | Accumulated | Total shareholders' | ||||||||||||||||||||
| Number | Amount | in capital | Income | deficit | equity | |||||||||||||||||||
| Balance as of January 1, 2018 | 33,295,618 | $ | 2,123 | $ | 90,499 | $ | 1,127 | $ | (90,765 | ) | $ | 2,984 | ||||||||||||
| Liability reclassified to equity (*) | - | - | 2,030 | - | - | 2,030 | ||||||||||||||||||
| Cumulative effect of initial adoption of ASC 606 as of January 1, 2018 | - | - | - | - | (350 | ) | (350 | ) | ||||||||||||||||
| Issuance of share capital and warrants, net of issuance expenses of $ 613 | 6,667,672 | 482 | 3,905 | - | - | 4,387 | ||||||||||||||||||
| Issuance of share capital | 437,000 | 30 | 252 | - | - | 282 | ||||||||||||||||||
| Share-based payments | - | - | 253 | - | - | 253 | ||||||||||||||||||
| Net loss | - | - | 0 | - | (6,571 | ) | $ | (6,571 | ) | |||||||||||||||
| Balance as of December 31, 2018 | 40,399,290 | $ | 2,635 | $ | 96,939 | $ | 1,127 | $ | (97,686 | ) | $ | 3,015 | ||||||||||||
| Issuance of share capital and warrants, net of issue expenses of $ 1,382 | 79,256,703 | 5,518 | 6,149 | - | - | 11,667 | ||||||||||||||||||
| Issuance of share capital | 996,690 | 72 | 43 | - | - | 115 | ||||||||||||||||||
| Share-based payments | - | - | 270 | - | - | 270 | ||||||||||||||||||
| Net loss | - | - | - | - | (12,625 | ) | (12,625 | ) | ||||||||||||||||
| Balance as of December 31, 2019 | 120,652,683 | $ | 8,225 | $ | 103,401 | $ | 1,127 | $ | (110,311 | ) | $ | 2,442 |
accompanying notes are an integral part of the consolidated financial statements.
BIOPHARMA LTD. AND ITS SUBSIDIARY
STATEMENTS OF CASH FLOWS
dollars in thousands except for share and per share data)
| Year ended December 31, | ||||||||||||
| 2019 | 2018 | 2017 | ||||||||||
| USD | ||||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | $ | (12,625 | ) | $ | (6,571 | ) | $ | (4,842 | ) | |||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Depreciation of property, plant and equipment and amortization | 14 | 14 | 19 | |||||||||
| Decrease in operating lease right of use asset | 28 | - | - | |||||||||
| Change in other receivables | 201 | - | - | |||||||||
| Share-based payment | 385 | 535 | 192 | |||||||||
| Changes in fair value of warrants liability exercisable into shares | - | - | (1,965 | ) | ||||||||
| Changes in fair value of short-term investment | 209 | 644 | 5 | |||||||||
| Gain from sale of investment in previously consolidated subsidiary | - | - | (769 | ) | ||||||||
| Issuance costs | - | - | 302 | |||||||||
| Decrease in operating lease liability | (33 | ) | - | - | ||||||||
| Exchange differences on balances of cash and cash equivalents | (2 | ) | 89 | 83 | ||||||||
| Increase in accounts receivable, prepaid expenses | 270 | (853 | ) | (2,907 | ) | |||||||
| Increase in trade payable | 1,085 | 644 | 293 | |||||||||
| Increase (decrease) in deferred revenues | 146 | 1,218 | (289 | ) | ||||||||
| Increase (decrease) in other accounts payable | (512 | ) | 125 | 906 | ||||||||
| Net cash used in operating activities | $ | (10,834 | ) | $ | (4,155 | ) | $ | (8,972 | ) | |||
| Cash flows from investing activities: | ||||||||||||
| Purchase of property, plant and equipment | (3 | ) | (33 | ) | (7 | ) | ||||||
| Increase in other receivables | (250 | ) | - | - | ||||||||
| Proceeds from sale of investments in previously consolidated subsidiary | - | - | (22 | ) | ||||||||
| Net cash used in investing activities | (253 | ) | (33 | ) | (29 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Issuance of share capital and warrants, net of issuance expenses | 10,167 | 4,387 | 4,474 | |||||||||
| Net cash provided by financing activities | 10,167 | 4,387 | 4,474 | |||||||||
| Exchange differences on balances of cash and cash equivalents | 2 | (89 | ) | (83 | ) | |||||||
| Increase (decrease) in cash and cash equivalents | (918 | ) | 110 | (4,610 | ) | |||||||
| Cash and cash equivalents at the beginning of the year | 3,615 | 3,505 | 8,115 | |||||||||
| Cash and cash equivalents at the end of the year | 2,697 | 3,615 | 3,505 | |||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Cash paid during the year for income taxes | - | 4 | 29 | |||||||||
| Cash paid during the year for interest | 29 | 18 | 23 |
accompanying notes are an integral part of the consolidated financial statements.
BIOPHARMA LTD. AND ITS SUBSIDIARY
TO CONSOLIDATED FINANCIAL STATEMENTS
dollars in thousands except for share and per share data)
Biopharma Ltd. (the "Company") was incorporated and started to operate in September 1994 as a private Israeli company.
Can-Fite is a clinical-stage biopharmaceutical company focused on developing orally bioavailable small molecule therapeutic products
for the treatment of autoimmune-inflammatory, oncological and sexual dysfunction indications. Its platform technology utilizes
the Gi protein associated A3AR as a therapeutic target. A3AR is highly expressed in inflammatory and cancer cells, and not significantly
expressed in normal cells, suggesting that the receptor could be a unique target for pharmacological intervention. The Company's
pipeline of drug candidates are synthetic, highly specific agonists and allosteric modulators, or ligands or molecules that initiate
molecular events when binding with target proteins, targeting the A3AR.
The Company's ordinary
shares have been publicly traded on the Tel-Aviv Stock Exchange since October 2005 under the symbol "CFBI" and the
Company's American Depositary Shares ("ADSs") began public trading on the over the counter market in the U.S.
in October 2012 and since November 2013 the Company's ADSs have been publicly traded on the NYSE American under the symbol
"CANF". Each ADS represents 30 ordinary shares of the Company.
May 21, 2017, OphthaliX and a wholly-owned private Israeli subsidiary of OphthaliX, Bufiduck Ltd. (the "Merger Sub"),
and Wize Pharma Ltd. ("Wize"), an Israeli company formerly listed on the Tel Aviv Stock Exchange currently focused
on the treatment of ophthalmic disorders, including dry eye syndrome, entered into an Agreement and Plan of Merger (the "Merger
Agreement"), providing for the merger of the Merger Sub with and into Wize, with Wize becoming a wholly-owned subsidiary
of OphthaliX and the surviving corporation of the merger (the "Merger"). On November 16, 2017, the Merger was completed.
As a result of the Merger, the Company's ownership of OphthaliX, immediately post-Merger, became approximately 8% of the
outstanding shares of common stock. In addition, immediately prior to the Merger, OphthaliX sold on an "as is" basis
to the Company all the ordinary shares of Eyefite in exchange for the irrevocable cancellation and waiver of all indebtedness
owed by OphthaliX and Eyefite to the Company, including approximately USD 5,000 of deferred payments owed by OphthaliX and Eyefite
to the Company and, as part of the purchase of Eyefite, the Company also assumed certain accrued milestone payments in the amount
of USD 175 under a license agreement previously entered into with the NIH. In addition, that certain exclusive license of Piclidenoson
granted to OphthaliX by the Company and a related services agreement was terminated. In connection with the Merger, OphthaliX
was renamed Wize Pharma, Inc. As a result of the Merger, the Company recorded a capital gain of USD 769.
of December 31, 2019, Eyefite had no activity.
the Company intends to continue to finance its operating activities by raising capital and seeking collaborations with multinational
companies in the industry. There are no assurances that the Company will be successful in obtaining an adequate level of financing
needed for its long-term research and development activities.
the Company will not have sufficient liquidity resources, the Company may not be able to continue the development of all of its
products or may be required to implement a cost reduction and may be required to delay part of its development programs. The Company's
management and board of directors are of the opinion that its current financial resources will be sufficient to continue the development
of the Company's products for at least the next twelve months.
BIOPHARMA LTD. AND ITS SUBSIDIARY
TO CONSOLIDATED FINANCIAL STATEMENTS
dollars in thousands except for share and per share data)
the principal adjustments made in representing its IFRS financial statements, in order to comply with U.S. GAAP, is provided below.
Under IFRS, the Company recognized depreciation expense of operating
lease right of use assets and interest expense on lease liabilities. Under U.S. GAAP, the Company recognized a single lease cost,
calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis. As a result,
as of December 31, 2019, operating lease right of use assets has decreased by $1, finance expenses decreased by $3 and general
and administrative expense increased by $4 for the year ended December 31, 2019.
Under IFRS, the Company has