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Kitov Pharmaceuticals Holdings Ltd. Condensed Consolidated Interim Financial Statements As of

Key Takeaway: Kitov Pharmaceuticals Condensed Consolidated As of September 30, 2015 Kitov Pharmaceuticals Holdings Ltd. Condensed Consolidated Interim Financial Statements as of September 30, 2015 Page Condensed Consolidated Interim Financial Statements as of September 30, 2015 Condens

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Kitov Pharmaceuticals
Condensed Consolidated
As of September 30, 2015
Kitov Pharmaceuticals Holdings Ltd.
Condensed Consolidated
Interim Financial Statements as of September 30, 2015
Page
Condensed Consolidated Interim Financial Statements as of September 30, 2015
Condensed Consolidated Interim Statements of Financial Position 3
Condensed Consolidated Interim Statements of Operations 4
Condensed Consolidated Interim Statements of Changes in Equity 5
Condensed Consolidated Interim Statements of Cash Flows 8
Notes to the Condensed Consolidated Interim Financial Statements 9
Kitov Pharmaceuticals Holdings Ltd.
Condensed Consolidated
Interim Statements of Financial Position (unaudited)
September 30 September 30 December 31
2015 2014 2014
Note USD thousands USD thousands USD thousands
Assets
Cash and cash equivalents 981 2,424 1,313
Other receivables 553 445 446
Total current assets 1,534 2,869 1,759
Fixed assets 6 - -
Total assets 1,540 2,869 1,759
Current Liabilities
Accounts payables 321 474 500
Other payables 286 360 114
Related parties 5 - 294 294
Bridge loans and derivative instruments 6 430 - -
Other derivative instruments 281 279 78
Total current liabilities 1,318 1,407 986
Non-current liabilities
Post employment benefit liabilities 91 - -
Equity
Share capital, no par value - - -
Share premium 4 11,627 9,104 9,104
Receipts on account of warrants - 200 200
Capital reserve for share-based payments 533 450 560
Capital reserve from transactions with related parties 761 761 761
Accumulated loss (12,790 ) (9,053 ) (9,852 )
Total equity 131 1,462 773
Total liabilities and equity 1,540 2,869 1,759
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Kitov Pharmaceuticals Holdings Ltd.
Condensed Consolidated Statements of Operations (unaudited)
For the nine months ended For the three months ended For the year ended
September 30 September 30 December 31
2015 2014 2015 2014 2014
USD thousands USD thousands USD thousands USD thousands USD thousands
Research and development expenses 1,825 2,656 906 728 3,192
General and administrative expenses 995 931 287 455 1,269
Other expenses - 720 - - 720
Operating loss 2,820 4,307 1,193 1,183 5,181
Finance expense 409 218 354 131 317
Finance income (291 ) (72 ) (291 ) (70 ) (246 )
Loss for the period 2,938 4,453 1,256 1,244 5,252
Loss per share
Basic and diluted loss per share - USD 0.28 *1.12 0.10 *0.26 1.17
Number of shares used in calculating basic and diluted loss per share 10,557,967 *3,979,625 12,957,410 *4,865,753 4,481,684
* Retroactively adjusted to reflect the reverse stock split
that took place in November 2014.
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Kitov Pharmaceuticals Holdings Ltd.
Condensed Consolidated Interim Statements of Changes in Equity
Capital
reserve from
Capital transactions
Receipts on reserve for with
Share Share account of share-based related Accumulated
capital premium warrants payments parties loss Total
USD thousands
For the nine months ended September 30, 2015 :
Balance as of January 1, 2015 - 9,104 200 560 761 (9,852 ) 773
Issuance of shares, net of issuance costs - 1,821 - - - 1,821
Exercise and expiration of Warrants (series 1) - 201 (200 ) - - - 1
Share issuance deriving from a strategic cooperation agreement - 500 - (84 ) - - 416
Share-based payments - - - 57 - - 57
Exercise of Warrants (series 2) - 1 - - - - 1
Total comprehensive loss for the period - - - - - (2,938 ) (2,938 )
Balance as of September 30, 2015 - 11,627 - 533 761 (12,790 ) 131
Share Capital Share premium Receipts on account of warrants Capital reserve for share-based payments Capital reserve from transactions with related parties Accumulated loss Total
USD thousands
For the nine months ended September 30, 2014:
Balance as of January 1, 2014 - 2,654 - 141 859 (4,600 ) (946 )
Issuance of shares, net of issuance costs - 6,200 - 57 - - 6,257
Issuance of warrants in a right offering - (200 ) 200 - - - -
Share issuance deriving from a strategic cooperation agreement - 327 - 250 - - 577
Share-based payments - - - 61 - - 61
Options exercised - 123 - (59 ) - - 64
Capital reserve from transactions with related parties - - - - 43 - 43
Return of funds to a related party - - - - (141 ) - (141 )
Total comprehensive loss for the period - - - - - (4,453 ) (4,453 )
Balance as of September 30, 2014 - 9,104 200 450 761 (9,053 ) 1,462
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Kitov Pharmaceuticals Holdings Ltd.
Condensed Consolidated
Interim Statements of Changes in Equity
Capital
reserve from
Capital transactions
Receipts on reserve for with
Share Share account of share-based related Accumulated
capital premium warrants payments parties loss Total
USD thousands
For the three months ended September 30, 2015:
Balance as of July 1, 2015 - 11,626 - 279 761 (11,534 ) 1,132
Issuance of shares, net of issuance costs - - - - - - -
Exercise and expiration of Warrants (series 1) - - - - - - -
Share issuance deriving from a strategic cooperation agreement - - - 249 - - 249
Share-based payments - - - 5 - - 5
Exercise of Warrants (series 2) - 1 - - - - 1
Total comprehensive loss for the period - - - - - (1,256 ) (1,256 )
Balance as of September 30, 2015 - 11,627 - 533 761 (12,790 ) 131
Share Capital Share premium Receipts on account of warrants Capital reserve for share-based payments Capital reserve from transactions with related parties Accumulated loss Total
USD thousands
For the three months ended September 30, 2014:
Balance as of July 1, 2014 - 7,278 200 357 761 (7,809 ) 787
Issuance of shares, net of issuance costs - 1,749 - - - - 1,749
Issuance of warrants in a right offering - - - - - - -
Share issuance deriving from a strategic cooperation agreement - - 83 - - 83
Share-based payments - - - 30 - - 30
Options exercised - 77 - (20 ) - - 57
Capital reserve from transactions with related parties - - - - - - -
Return of funds to a related party - - - - - - -
Total comprehensive loss for the period - - - - - (1,244 ) (1,244 )
Balance as of September 30, 2014 - 9,104 200 450 761 (9,053 ) 1,462
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Kitov Pharmaceuticals Holdings Ltd.
Condensed Consolidated Interim Statements of Changes in Equity
Share Capital Share premium Receipts on account of warrants Capital reserve for share-based payments Capital reserve from transactions with related parties Accumulated loss Total
USD thousands
For the year ended December 31, 2014:
Balance as of January 1, 2014 - 2,654 - 141 859 (4,600 ) (946 )
Issuance of shares, net of issuance costs - 6,200 - 57 - - 6,257
Issuance of warrants in a right offering - (200 ) 200 - - - -
Share issuance deriving from a strategic cooperation agreement - 327 - 333 - - 660
Share-based payments - - - 88 - - 88
Options exercised - 123 - (59 ) - - 64
Capital reserve from transactions with related parties - - - - 43 - 43
Return of funds to a related party - - - - (141 ) - (141 )
Total comprehensive loss for the year - - - - - (5,252 ) (5,252 )
Balance as of December 31, 2014 - 9,104 200 560 761 (9,852 ) 773
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Kitov Pharmaceuticals Holdings Ltd.
Condensed Consolidated Interim Statements of Cash Flows (unaudited)
For the nine months ended September 30 For the three months ended September 30 For the year ended December 31
2015 2014 2015 2014 2014
Cash flows from operating activities:
Loss for the period (2,938 ) (4,453 ) (1,256 ) (1,244 ) (5,252 )
Adjustments :
Finance expense, net 118 146 63 61 71
Share-based payment 57 61 20 30 88
Expenses in regard to a strategic cooperation agreement 416 577 249 83 660
Non-remunerable services provided by related parties - 37 - - 37
(2,347 ) (3,632 ) (924 ) (1,070 ) (4,396 )
Changes in assets and liabilities:
Changes in other receivables (118 ) (352 ) (240 ) (17 ) (375 )
Changes in accounts payables (180 ) 427 97 338 453
Changes in other payables 172 33 (6 ) 175 (208 )
Changes in post employment benefit liabilities 91 - 1 - -
(35 ) 108 (148 ) 496 (130 )
Net cash used in operating activities (2,382 ) (3,524 ) (1,072 ) (574 ) (4,526 )
Cash flows from investing activities:
Acquisition of fixed assets (6 ) - - - -
Net cash used in investing activities (6 ) - - - -
Cash flows from financing activities:
Repayment of loans from related parties (294 ) (622 ) - (127 ) (622 )
Loans received from third parties 430 132 430 - 132
Repayment of loans from third parties - (246 ) - (57 ) (246 )
Proceeds from issuance of shares 1,929 6,848 - 1,884 6,848
Share issuance expenses paid (108 ) (571 ) - (115 ) (571 )
Proceeds from issuance of warrants 157 349 - 349 349
Option issuance expenses paid (4 ) (25 ) - (25 ) (25 )
Receipts from warrants exercised 2 57 1 57 57
Interest paid (5 ) (89 ) (1 ) (3 ) (100 )
Net cash provided by financing activities 2,107 5,833 430 1,963 5,822
Net increase (decrease) in cash and cash equivalents (281 ) 2,309 (642 ) 1,389 1,296
Cash and cash equivalents at the beginning of the period 1,313 193 1,652 1,131 193
Effect of translation adjustments on cash and cash equivalents (51 ) (78 ) (29 ) (96 ) (176 )
Cash and cash equivalents at the end of the period 981 2,424 981 2,424 1,313
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Kitov Pharmaceuticals Holdings Ltd.
Notes to the Condensed
Consolidated Interim Financial Statements as of September 30, 2015 (unaudited)
Pharmaceuticals Holdings Ltd. (hereinafter: "the Company") was incorporated in Israel in August, 1968 as a private company with limited shares. Since September, 1978 the company's shares have been
listed for trading on the Tel Aviv Stock Exchange. The Company's address is Azrieli Towers, the Round Tower, 132 Menachem
Begin Road, Tel Aviv. 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") from its shareholders, in exchange for
the Company's shares (hereinafter: "the Acquisition").
The Company's shares
were listed on NASDAQ in November 2015.
The Company together with Kitov
are referred to, in these financial statements, as "the Group".
As of the date of the financial
statements, the Company is engaged through Kitov, in the development of combination drugs that treat
two clinical conditions simultaneously, pain deriving from osteoarthritis and hypertension.
Since incorporation through September 30, 2015, the Company
has incurred losses and negative cash flows from operations mainly attributable to its development efforts and has an accumulated
deficit of USD 12.7 million. The Company has financed its operations mainly through private and public financing rounds. Subsequent
to the balance sheet date the Company raised an additional USD 11.6 million net, which will allow the Company to complete its current
development plans. The Company currently has no revenues and may require additional funding for future plans.
adjustment was made to the financial statements as of December 31, 2014 that have been issued previously regarding the classification
of warrants which have been issued to the public in September 2014. These warrants were classified in equity rather than as a financial
liability as required since their exercise price was not considered fixed. These warrants are measured at fair value at each period
end with the resulting adjustment charged to finance expense. The total effect on the statement of operations for the year ended
December 31, 2014 was USD 246 thousand and derivative instruments of USD 78 thousand were added to current liabilities.
These financial statements incorporate the immaterial adjustment.
Note 2 - Basis of Preparation
These condensed consolidated
interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include
all of the information required for full annual financial statements. They should be read in conjunction with the financial statements
as at and for the year ended December 31, 2014 (hereinafter - "the annual financial statements").
Kitov Pharmaceuticals Holdings Ltd.
Notes to the Condensed
Consolidated Interim Financial Statements as of September 30, 2015 (unaudited)
Note 2 - Basis of Preparation (continued)
As of
As of September 30 December 31
2015 2014 2014
3.923 3.695 3.889
For the nine months ended For the three months ended For the year ended
September 30 September 30 December 31
2015 2014 2015 2014 2014
% % % % %
0.87 6.45 4.09 7.48 12.04
The preparation of 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
Note 3 - Significant Accounting Policies
The accounting policies applied
by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its annual
financial statements.
Note 4 -Share Capital and Share
Number of ordinary shares
September 30 December 31
2015 2014
Authorized share capital 500,000,000 500,000,000
Issued and outstanding share capital 12,958,581 5,971,488
In a public offering
on the NASDAQ that took place on November 20, 2015, the Company issued 3,158,900 American Depository Shares (ADS) that
represent 63,178,000 ordinary shares with no par value. As a result, as of the date of approval of these financial
statements, the Company's issued and outstanding share capital is 76,136,581 ordinary shares. As to details regarding
the public offering, see note 7B.
Kitov Pharmaceuticals Holdings Ltd.
Notes to the Condensed
Consolidated Interim Financial Statements as of September 30, 2015 (unaudited)
Note 4 -Share Capital and Share
For the nine months ended For the three months ended For the Year ended
September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 December 31, 2014
USD thousands USD thousands USD thousands USD thousands USD thousands
Issuance of shares, net of issuance costs* 1,821 6,257 - 1,749 6,257
Share issuance deriving from a strategic cooperation agreement 416 577 249 83 660
Share-based payments 57 61 5 30 88
Options exercised 2 64 1 57 64
Return of funds to a related party - (141 ) - - (141 )
Capital reserve from related parties - 43 - - 43
2,296 6,861 255 1,919 6,971
Kitov Pharmaceuticals Holdings Ltd.
Notes to the Condensed
Last updated: Dec 1, 2015