Full Press Release Details
XTL BIOPHARMACEUTICALS LTD.
CONDENSED INTERIM UNAUDITED CONSOLIDATED FINANCIAL
| Page | ||
| Condensed Interim Unaudited Consolidated Financial Statements - in U.S. dollars: | ||
| Unaudited Condensed Consolidated Statements of Financial Position | 2 | |
| Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) | 3 | |
| Unaudited Condensed Statements of Changes in Equity | 4 | |
| Unaudited Condensed Consolidated Statements of Cash Flows | 5-6 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 7-10 |
- - - - - - - - - - - -
XTL BIOPHARMACEUTICALS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| U.S. dollars in thousands | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | 2,346 | 2,969 | ||||||
| Marketable securities | 2,810 | 3,158 | ||||||
| Prepaid expenses and other current assets | 220 | 110 | ||||||
| 5,376 | 6,237 | |||||||
| NON-CURRENT ASSETS: | ||||||||
| Fixed assets, net | 1 | 1 | ||||||
| Intangible assets, net | 380 | 380 | ||||||
| 381 | 381 | |||||||
| Total assets | 5,757 | 6,618 | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued expenses | 172 | 231 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Warrant liability | 22 | 1,054 | ||||||
| Total liabilities | 194 | 1,285 | ||||||
| EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY: | ||||||||
| Share capital - ordinary shares of NIS 0.1 par value: authorized shares - 1,450,000,000 on June 30, 2022 and December 31, 2021; issued and outstanding: 544,906,149 on June 30, 2022 and December 31, 2021; | 14,120 | 14,120 | ||||||
| Additional paid in capital | 146,326 | 146,326 | ||||||
| Reserve from transactions with non-controlling interests | 20 | 20 | ||||||
| Accumulated deficit | ( 154,903 | ) | ( 155,133 | ) | ||||
| Total equity | 5,563 | 5,333 | ||||||
| Total liabilities and equity | 5,757 | 6,618 |
The accompanying notes are an integral part of
the interim consolidated financial statements
Approval date of the interim consolidated financial
statements by the Company's Board: August 23, 2022.
XTL BIOPHARMACEUTICALS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| U.S. dollars in thousands (except per share data) | ||||||||||||||||
| Research and development expenses | ( 21 | ) | ( 18 | ) | ( 15 | ) | ( 6 | ) | ||||||||
| General and administrative expenses | ( 430 | ) | ( 517 | ) | ( 187 | ) | ( 297 | ) | ||||||||
| Operating loss | ( 451 | ) | ( 535 | ) | ( 202 | ) | ( 303 | ) | ||||||||
| Revaluation of marketable securities | ( 348 | ) | 968 | ( 572 | ) | ( 68 | ) | |||||||||
| Revaluation of warrant liability | 1,032 | ( 1,289 | ) | 495 | ( 776 | ) | ||||||||||
| Other finance income | 8 | 5 | 5 | 3 | ||||||||||||
| Other finance expenses | ( 20 | ) | ( 14 | ) | ( 11 | ) | ( 6 | ) | ||||||||
| Finance income (expenses), net | 672 | ( 330 | ) | ( 83 | ) | ( 847 | ) | |||||||||
| Total profit (loss) for the period | 221 | ( 865 | ) | ( 285 | ) | ( 1,150 | ) | |||||||||
| Basic and diluted earnings (loss) per share | 0.000 | ( 0.002 | ) | ( 0.001 | ) | ( 0.002 | ) | |||||||||
| Weighted average number of Ordinary Shares used in computing basic and diluted earnings (loss) per share | 544,906,149 | 522,758,917 | 544,906,149 | 527,794,273 |
The accompanying notes are an integral part of
the interim consolidated financial statements
XTL BIOPHARMACEUTICALS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Six months ended June 30, 2022 | ||||||||||||||||||||
| Share capital | Additional paid in capital | Accumulated deficit | Reserve from transactions with non- controlling interests | Total equity | ||||||||||||||||
| U.S. dollars in thousands | ||||||||||||||||||||
| Balance as of January 1, 2022 | 14,120 | 146,326 | ( 155,133 | ) | 20 | 5,333 | ||||||||||||||
| Profit for the period | - | - | 221 | - | 221 | |||||||||||||||
| Share-based payment to employees and non-employees | - | - | 9 | - | 9 | |||||||||||||||
| Balance as of June 30, 2022 (unaudited) | 14,120 | 146,326 | ( 154,903 | ) | 20 | 5,563 |
| Six months ended June 30, 2021 | ||||||||||||||||||||
| Share capital | Additional paid in capital | Accumulated deficit | Reserve from transactions with non- controlling interests | Total equity | ||||||||||||||||
| U.S. dollars in thousands | ||||||||||||||||||||
| Balance as of January 1, 2021 | 13,182 | 146,015 | ( 155,605 | ) | 20 | 3,612 | ||||||||||||||
| Loss for the period | - | - | ( 865 | ) | - | ( 865 | ) | |||||||||||||
| Exercise of warrants to ordinary shares | 421 | 91 | - | - | 512 | |||||||||||||||
| Share-based payment to employees and non-employees | - | - | 23 | - | 23 | |||||||||||||||
| Balance as of June 30, 2021 (unaudited) | 13,603 | 146,106 | ( 156,447 | ) | 20 | 3,282 |
The accompanying notes are an integral part of
the interim consolidated financial statements
XTL BIOPHARMACEUTICALS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six months ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| U.S. dollars in thousands | ||||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) for the period | 221 | ( 865 | ) | |||||
| Adjustments to reconcile loss to net cash used in operating activities (a) | ( 841 | ) | 148 | |||||
| Net cash used in operating activities | ( 620 | ) | ( 717 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Interest income from bank deposit | 8 | 5 | ||||||
| Net cash from investing activities | 8 | 5 | ||||||
| Cash flows from financing activities: | ||||||||
| Net cash provided by financing activities | - | - | ||||||
| Decrease in cash and cash equivalents | ( 612 | ) | ( 712 | ) | ||||
| Loss from exchange rate differences on cash and cash equivalents | ( 11 | ) | ( 1 | ) | ||||
| Cash and cash equivalents at the beginning of the period | 2,969 | 3,631 | ||||||
| Cash and cash equivalents at the end of the period | 2,346 | 2,918 |
The accompanying notes are an integral part of
the interim consolidated financial statements
XTL BIOPHARMACEUTICALS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six months ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| U .S. dollars in thousands | ||||||||
| (a) Adjustments to reconcile loss to net cash used in operating activities: | ||||||||
| Income and expenses not involving operating cash flows: | ||||||||
| Depreciation | (* | ) | (* | ) | ||||
| Revaluation of marketable securities | 348 | ( 968 | ) | |||||
| Revaluation of warrant liability | ( 1,032 | ) | 1,289 | |||||
| Share-based payment transactions to employees and non-employees | 9 | 23 | ||||||
| Loss from exchange rate differences on cash and cash equivalents | 11 | 1 | ||||||
| Interest income | ( 8 | ) | ( 5 | ) | ||||
| Other financial income | - | ( 1 | ) | |||||
| ( 672 | ) | 339 | ||||||
| Changes in operating asset and liability items: | ||||||||
| Increase in prepaid expenses and other current assets | ( 110 | ) | ( 195 | ) | ||||
| Increase (decrease) in other accounts payable | ( 59 | ) | 4 | |||||
| ( 169 | ) | ( 191 | ) | |||||
| ( 841 | ) | 148 | ||||||
| (b) Non-cash activities: | ||||||||
| Exercise of warrants | - | 512 |
The accompanying notes are an integral part of
the interim consolidated financial statements
XTL BIOPHARMACEUTICALS LTD.
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A general description of the Company
XTL Biopharmaceuticals Ltd. (the "Company")
is engaged in the development of therapeutics for the treatment of unmet medical needs of Systemic Lupus Erythematosus ("SLE").
In 2014, the Company signed a licensing agreement with Yeda, as amended on September 6, 2015, to develop hCDR1, a Phase II-ready asset
for the treatment of SLE. The Company was incorporated under the Israeli Companies Law on March 9, 1993. The registered office of the
Company is located at 5 Badner Street, Ramat Gan, Israel.
The Company's American Depository
Shares ("ADSs") are listed for trading on the Nasdaq Capital Market ("Nasdaq") and its ordinary shares are traded
on the Tel-Aviv Stock Exchange ("TASE").
The Company has a wholly-owned subsidiary,
Xtepo Ltd. ("Xtepo"), which was incorporated in Israel. The Company and Xtepo are heretofore referred to as the Group.
XTL BIOPHARMACEUTICALS
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company's significant accounting
policies and methods of computation adopted in the preparation of the interim consolidated financial statements are consistent with those
followed in the preparation of the annual consolidated financial statements for 2021.
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| U.S. dollars in thousands | ||||||||
| Marketable securities | 2,810 | 3,158 |
The entire investment in marketable
securities is classified as a financial asset at fair value through profit or loss. As of June 30, 2022 the Company holds approximately
1% of InterCure Ltd's shares (the shares are traded at the Tel-Aviv Stock Exchange - "TASE").
During the year ended December 31,
2017, the Company raised gross funds amounted to $5,300 thousand by issuance of 2,400,000 ADS's and 2,450,000 warrants to purchase
the same amount of ADS's. The warrants shall be exercisable six months following the issuance date and will expire five and one-half
years from the issuance date. The number of warrants and their exercise price could be adjusted upon standard anti-dilution protection
clauses and subject to a cashless exercise mechanism.
The Company accounted for the warrants
issued to investors with a cashless exercise mechanism as a non-current liability according to provisions of IAS 32. The Company measured
the warrants at fair value by using a Black and Scholes model. The warrants were measured in each reporting period. Changes in the fair
value were recognized in the Company's statement of comprehensive income (loss) as financial income or expense, as appropriate.
The warrants were classified as level 3.
XTL BIOPHARMACEUTICALS LTD.
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company used the following assumptions
to estimate the Investors' warrants:
| June 30, 2022 | December 31, 2021 | |||||||
| Risk-free interest rate (1) | 1.48 - 1.68 | % | 0.19 | % | ||||
| Expected volatility (2) | 67.52 | % | 60.83 - 62.46 | % | ||||
| Contractual term life (in years) (3) | 0.13 - 0.18 | 0.63 - 0.68 | ||||||
| Dividend yield (4) | 0 | % | 0 | % |
| (1) | Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. | |
| (2) | Expected volatility - was calculated based on actual historical share price movements of the Company over a term that is equivalent to the contractual term of the option. | |
| (3) | Expected life - the expected life was based on the expiration date of the warrants. | |
| (4) | Dividend yield - was based on the fact that the Company has not paid dividends to its shareholders in the past and does not expect to pay dividends to its shareholders in the future. |
The table below summarizes the outstanding
warrants as of June 30, 2022:
| Warrants outstanding to purchase ADSs | Number of shares exercisable | Issuance date | Exercise price in USD (per warrant) | Expiration date | ||||||||||
| 600,000 | 60,000,000 | February 23, 2017 | 4.1 | August 23, 2022 | ||||||||||
| 1,197,500 | 119,750,000 | March 21, 2017 | 2.3 | September 21, 2022 | ||||||||||
| 1,797,500 | 179,750,000 |
On February 16, 2022, 5,000,000 warrants
from the February 17, 2017 round expired.
During the six and three months ended
June 30, 2022, the Company recorded finance income at the amount of $1,032 thousands and $495 thousands, respectively, with respect of
Warrant liability revaluation.
XTL BIOPHARMACEUTICALS LTD.
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A summary of changes in warrants issued
by the Company during the six months period ended June 30, 2022 and 2021 is as follows:
| Fair value measurements using input type | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| U.S. dollars in thousands | ||||||||||||||||
| Balance as of January 1, 2021 | - | - | 2,637 | 2,637 | ||||||||||||
| Loss recognized in profit or loss in finance income (expense), net | - | - | 1,289 | 1,289 | ||||||||||||
| Disposal | - | - | ( 512 | ) | ( 512 | ) | ||||||||||
| Warrant liability as of June 30, 2021 | - | - | 3,414 | 3,414 | ||||||||||||
| Warrant liability as of December 31, 2021 | - | - | 1,054 | 1,054 | ||||||||||||
| Gain recognized in profit or loss in finance income (expense), net | - | - | ( 1,032 | ) | ( 1,032 | ) | ||||||||||
| Warrant liability as of June 30, 2022 | - | - | 22 | 22 |
On August 23, 2022, 60,000,000 warrants
from the February 23, 2017 round expired.
Risk-free interest rate - based on yield rates of non-index linked U.S. Federal Reserve treasury bonds.
Expected life - the expected life was based on the expiration date of the warrants.
Expected volatility - was calculated based on actual historical share price movements of the Company over a term that is equivalent to the contractual term of the option.
Dividend yield - was based on the fact that the Company has not paid dividends to its shareholders in the past and does not expect to pay dividends to its shareholders in the future.
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