Full Press Release Details
Cellect Biotechnology
Reports Fourth Quarter and Full Year 2020 Financial and Operating Results
Tel Aviv, Israel March 28, 2021 -
Cellect Biotechnology Ltd. (NASDAQ: "APOP"), a developer of innovative technology that enables the functional selection
of stem cells, today reported financial and operating results for the fourth quarter and full year ended December 31, 2020 and
provided a corporate update.
On March 24, the Company announced a strategic
merger agreement with privately held Quoin Pharmaceuticals, a U.S. based specialty pharmaceutical company focused on rare and
orphan diseases. Under the terms of the merger agreement,
Quoin has secured $25 million in committed funding from a highly regarded, institutional healthcare investor. Current Cellect
shareholders will retain approximately 25% of the combined shares before investment. The merger is expected to close by the end
of the second quarter of 2021. Cellect has also signed an agreement to sell its wholly-owned subsidiary company, Cellect Biotherapeutics,
to EnCellX, Inc. - a newly founded biotechnology company based in San-Diego, CA. - to continue the development of Cellect's
with our plans to seek strategic alternatives to maximize shareholder value, we also remained focus on advancing our clinical
interests in the U.S. " commented Dr. Shai Yarkoni, Chief Executive Officer. "We have signed a compelling business
proposition with Quoin and a privately-held U.S. biotechnology company that allows our current shareholders to benefit from Quoin's
promising technology and the fruits of continued progress of our clinical programs as they reach critical inflections points through
the issuance of contingent value rights to our shareholders in connection with the sale of Cellect Biotherapeutics ."
Quarter and Full Year 2020 Financial Results:
For the convenience of the reader, the amounts above have been translated from NIS into U.S. dollars, at the representative rate
of exchange on December 31, 2020 (U.S. $1 = NIS 3.215).
Cellect Biotechnology Ltd.
Biotechnology (APOP) has developed a breakthrough technology for the selection of stem cells from any given tissue that aims to
improve a variety of cell-based therapies.
Company's technology is expected to provide researchers, clinicians and pharmaceutical companies with the tools to rapidly isolate
specific cells in quantity and quality, allowing cell-based treatments and procedures in a wide variety of applications in regenerative
medicine. The Company's current clinical trial is aimed at bone marrow transplantations in cancer treatment.
press release contains forward-looking statements about the Company's expectations, beliefs and intentions. Forward-looking statements
can be identified by the use of forward-looking words such as "believe", "expect", "intend", "plan",
"may", "should", "could", "might", "seek", "target", "will",
"project", "forecast", "continue" or "anticipate" or their negatives or variations of
these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. These
forward-looking statements and their implications are based on the current expectations of the management of the Company only
and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described
in the forward-looking statements. In addition, historical results or conclusions from scientific research and clinical studies
do not guarantee that future results would suggest similar conclusions or that historical results referred to herein would be
interpreted similarly in light of additional research or otherwise. The following factors, among others, could cause actual results
to differ materially from those described in the forward-looking statements: the Company's history of losses and needs for additional
capital to fund its operations and its inability to obtain additional capital on acceptable terms, or at all; the Company's ability
to continue as a going concern; or maintain its current operations; uncertainties involving any strategic transaction the Company
may decide to enter into as the result of its current efforts to explore new strategic alternatives; uncertainties of cash flows
and inability to meet working capital needs; the Company's ability to obtain regulatory approvals; the Company's ability to obtain
favorable pre-clinical and clinical trial results; the Company's technology may not be validated and its methods may not be accepted
by the scientific community; difficulties enrolling patients in the Company's clinical trials; the ability to timely source adequate
supply of FasL; risks resulting from unforeseen side effects; the Company's ability to establish and maintain strategic partnerships
and other corporate collaborations; the scope of protection the Company is able to establish and maintain for intellectual property
rights and its ability to operate its business without infringing the intellectual property rights of others; competitive companies,
technologies and the Company's industry; unforeseen scientific difficulties may develop with the Company's technology; and the
Company's ability to retain or attract key employees whose knowledge is essential to the development of its products. Any forward-looking
statement in this press release speaks only as of the date of this press release. The Company undertakes no obligation to publicly
update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except
as may be required by any applicable securities laws. More detailed information about the risks and uncertainties affecting the
Company is contained under the heading "Risk Factors" in Cellect Biotechnology Ltd.'s Annual Report on Form 20-F for
the fiscal year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission, or SEC, which is available on
the SEC's website, www.sec.gov, and in the Company's periodic filings with the SEC.
Leibovitz, Chief Financial Officer
Statement of Operation
| Convenience | ||||||||||||||||||||
| translation | ||||||||||||||||||||
| Twelve months ended | Twelve months ended | Three months ended | ||||||||||||||||||
| December 31, | December 31, | December 31, | ||||||||||||||||||
| 2020 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||
| Unaudited | Audited | Audited | Unaudited | Unaudited | ||||||||||||||||
| U.S. dollars | NIS | |||||||||||||||||||
| (In thousands, except share and per share data) | ||||||||||||||||||||
| Research and development expenses | 1,830 | 5,883 | 12,122 | 1,693 | 2,571 | |||||||||||||||
| General and administrative expenses | 2,523 | 8,111 | 10,210 | 2,167 | 2,378 | |||||||||||||||
| Operating loss | 4,353 | 13,994 | 22,332 | 3,860 | 4,949 | |||||||||||||||
| Financial expenses (income) due to warrants exercisable into ADS | 846 | 2,721 | (7,022 | ) | 4 | 998 | ||||||||||||||
| Other financial expenses (income), net | 424 | 1,362 | 1,498 | 1,224 | 129 | |||||||||||||||
| Total comprehensive loss | 5,623 | 18,077 | 16,808 | 5,088 | 6,076 | |||||||||||||||
| Loss per share: | ||||||||||||||||||||
| Basic and diluted loss per share | 0.015 | 0.049 | 0.079 | 0.013 | 0.027 | |||||||||||||||
| Weighted average number of shares outstanding used to compute basic and diluted loss per share | 368,078,786 | 368,078,786 | 212,642,505 | 390,949,079 | 224,087,799 |
| Convenience | ||||||||||||
| translation | ||||||||||||
| December 31, | December 31, | December 31, | ||||||||||
| 2020 | 2020 | 2019 | ||||||||||
| Unudited | Audited | Audited | ||||||||||
| U.S. dollars | NIS | |||||||||||
| ASSETS | (In thousands, except share and per share data) | |||||||||||
| CURRENT ASSETS: | ||||||||||||
| Cash and cash equivalents | 5,277 | 16,964 | 18,106 | |||||||||
| Other receivables | 88 | 284 | 469 | |||||||||
| 5,365 | 17,248 | 18,575 | ||||||||||
| NON-CURRENT ASSETS: | ||||||||||||
| Restricted cash | 100 | 322 | 328 | |||||||||
| Right of use - Assets under operating lease | 219 | 705 | 1,035 | |||||||||
| Other long-term assets | 22 | 72 | 94 | |||||||||
| Property, plant and equipment, net | 384 | 1,232 | 1,288 | |||||||||
| 725 | 2,331 | 2,745 | ||||||||||
| 6,090 | 19,579 | 21,320 | ||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||
| CURRENT LIABILITIES: | ||||||||||||
| Trade payables | 121 | 389 | 158 | |||||||||
| Leases liabilities | 115 | 369 | 396 | |||||||||
| Other payables | 693 | 2,228 | 3,080 | |||||||||
| 929 | 2,986 | 3,634 | ||||||||||
| NON-CURRENT LIABILITIES: | ||||||||||||
| Warrants to ADS | 380 | 1,222 | 2,172 | |||||||||
| Leases liabilities | 122 | 391 | 677 | |||||||||
| 502 | 1,613 | 2,849 | ||||||||||
| EQUITY: | ||||||||||||
| Ordinary shares of no par value: Authorized: 500,000,000 shares at December 31, 2019 and December 31 2020; Issued and outstanding: 224,087,799*) and 390,949,079*) shares as of December 31, 2019 and December 31, 2020, respectively. | - | - | - | |||||||||
| Additional Paid In Capital | 39,452 | 126,838 | 108,598 | |||||||||
| Share-based payments | 5,135 | 16,508 | 16,528 | |||||||||
| Treasury shares | (2,932 | ) | (9,425 | ) | (9,425 | ) | ||||||
| Accumulated deficit | (36,996 | ) | (118,941 | ) | (100,864 | ) | ||||||
| 4,659 | 14,980 | 14,837 | ||||||||||
| 6,090 | 19,579 | 21,320 |
| Convenience | ||||||||||||||||||||
| translation | ||||||||||||||||||||
| Twelve months ended | Twelve months ended | Three months ended | ||||||||||||||||||
| December 31, | December 31, | December 31, | ||||||||||||||||||
| 2020 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||
| Unaudited | Audited | Audited | Unaudited | Unaudited | ||||||||||||||||
| U.S. dollars | NIS | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||
| Total comprehensive loss | (5,623 | ) | (18,077 | ) | (16,808 | ) | (5,088 | ) | (6,076 | ) | ||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||||||
| Exchange rate difference | (412 | ) | (1,326 | ) | 1,036 | (1,115 | ) | (50 | ) | |||||||||||
| Loss (gain) from revaluation of financial assets presented at fair value through profit and loss | - | - | - | - | (8 | ) | ||||||||||||||
| Depreciation of Right of use - Assets under operating lease | 115 | 369 | 433 | 97 | (24 | ) | ||||||||||||||
| Depreciation | 109 | 350 | 373 | 94 | 88 | |||||||||||||||
| Finance expenses | 27 | 88 | 128 | 40 | 128 | |||||||||||||||
| Issuance expenses | - | - | 1,621 | - | 1,621 | |||||||||||||||
| Changes in fair value of traded and non traded warrants to ADS | 847 | 2,722 | (8,643 | ) | 4 | 708 | ||||||||||||||
| Share-based payment | 229 | 738 | 2,708 | 262 | 807 | |||||||||||||||
| Decrease (increase) in other receivables | 65 | 207 | 385 | 417 | 239 | |||||||||||||||
| Increase (decrease) in other payables | (193 | ) | (621 | ) | (1,663 | ) | 528 | 192 | ||||||||||||
| Interest received | 20 | 64 | 93 | 8 | 168 | |||||||||||||||
| Net cash used in operating activities | (4,816 | ) | (15,486 | ) | (20,337 | ) | (4,753 | ) | (2,207 | ) | ||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||
| Restricted deposit, net | 2 | 6 | 9 | 7 | 9 | |||||||||||||||
| Proceeds received from the sale of fixed assets | 11 | 35 | 6 | - | 6 | |||||||||||||||
| (Purchase) Sales of marketable securities measured at fair value through profit and loss | - | - | - | - | - | |||||||||||||||
| Purchase of property, plant and equipment | (103 | ) | (329 | ) | (123 | ) | (170 | ) | (3 | ) | ||||||||||
| Net cash provided by investing activities | (90 | ) | (288 | ) | (108 | ) | (163 | ) | 12 | |||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||
| Exercise of warrants and stock options into shares | 1,435 | 4,615 | - | - | - | |||||||||||||||
| Repayment on account of lease liabilities | (137 | ) | (441 | ) | (522 | ) | (117 | ) | (101 | ) | ||||||||||
| Issue of share capital and warrants, net of issue costs | 2,860 | 9,194 | 22,393 | - | (1,330 | ) | ||||||||||||||
| Net cash provided (used) by financing activities | 4,158 | 13,368 | 21,871 | (117 | ) | (1,431 | ) | |||||||||||||
| Exchange differences on balances of cash and cash equivalents | 393 | 1,264 | (1,129 | ) | 1,108 | (117 | ) | |||||||||||||
| Increase (decrease) in cash and cash equivalents | (355 | ) | (1,142 | ) | 297 | (3,925 | ) | (3,743 | ) | |||||||||||
| Balance of cash and cash equivalents at the beginning of the period | 5,632 | 18,106 | 17,809 | 20,889 | 21,849 | |||||||||||||||
| Balance of cash and cash equivalents at the end of the period | 5,277 | 16,964 | 18,106 | 16,964 | 18,106 |