Item 1A. Risk Factors
Item
1A. Risk Factors.
The
following risk factors, among others, could affect our actual results of operations and could cause our actual results to differ
materially from those expressed in forward-looking statements made by us. These forward-looking statements are based on current
expectations and except as required by law we assume no obligation to update this information. You should carefully consider the
risks described below and elsewhere in this Annual Report before making an investment decision. Our business, financial condition
or results of operations could be materially adversely affected by any of these risks. Our common stock is considered speculative
and the trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
The following risk factors are not the only risk factors facing our Company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our business.
We
may need to raise additional financing to support the research, development and manufacturing of our cell therapy products and
our products in the future but we cannot be sure we will be able to obtain additional financing on terms favorable to us when
needed. If we are unable to obtain additional financing to meet our needs, our operations may be adversely affected or terminated.
It
is highly likely that we will need to raise significant additional capital in the future. Although we were successful in raising
capital in the past, our current financial resources are limited, and are dependent, to a certain extent, on our achieving certain
milestones, and may not be sufficient to finance our operations until we become profitable, if that ever happens.
It
is likely that we will need to raise additional funds in the near future in order to satisfy our working capital and capital expenditure
requirements. Therefore, we are dependent on our ability to sell our common stock for funds, receive grants, potentially receive
milestone payments pursuant to the EIB agreement, enter into collaborations and licensing deals or to otherwise raise capital.
There can be no assurance that we will be able to obtain financing, including any funding under the EIB Agreement. Any sale of
our common stock in the future will result in dilution to existing stockholders and could adversely affect the market price of
our common stock.
Also,
we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary
to conduct the development and commercialization of our potential cell therapy products, which could result in the loss of some
or all of one’s investment in our common stock.
Our
likelihood of profitability depends on our ability to license and/or develop and commercialize products based on our cell production
technology, which is currently in the development stage. If we are unable to complete the development and commercialization of
our cell therapy products successfully, our likelihood of profitability will be limited severely .
We
are engaged in the business of developing cell therapy products. We have not realized a profit from our operations to date and
there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from
our business will be dependent upon successful commercialization of our potential cell therapy products and/or licensing of our
products, which will require additional research and development.
If
we are not able to successfully license and/or develop and commercialize our cell therapy product candidates and obtain the necessary
regulatory approvals, we may not generate sufficient revenues to continue our business operations.
So
far, the product candidates we are developing have completed one Phase I/II clinical trial of Gluteal Musculature rehabilitation
after total hip arthroplasty (efficacy, ongoing for safety), two Phase I clinical trials for CLI, and one Phase II clinical trial
in IC. In addition, we currently have an ongoing Phase II FDA study of PLX cells for the treatment of severe COVID-19 complicated
by ARDS and two Phase III multinational clinical trials with our PLX-PAD product candidate: one in CLI, and the other in muscle
recovery following surgery for hip fracture. Our early stage cell therapy product candidates may fail to perform as we expect.
Moreover, even if our cell therapy product candidates successfully perform as expected, in later stages of development they may
fail to show the desired safety and efficacy traits despite having progressed successfully through pre-clinical or initial clinical
testing. We will need to devote significant additional research and development, financial resources and personnel to develop
commercially viable products and obtain the necessary regulatory approvals.
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If
our cell therapy product candidates do not prove to be safe and effective in clinical trials, we will not obtain the required
regulatory approvals. If we fail to obtain such approvals, we may not generate sufficient revenues to continue our business operations.
Even
if we obtain regulatory approval of a product, that approval may be subject to limitations on the indicated uses for which it
may be marketed. Even after granting regulatory approval, the FDA, the EMA, and regulatory agencies in other countries continue
to regulate marketed products, manufacturers and manufacturing facilities, which may create additional regulatory barriers and
burdens. Later discovery of previously unknown problems with a product, manufacturer or facility, may result in restrictions on
the product or manufacturer, including a withdrawal of the product from the market.
Further,
regulatory agencies may establish additional regulations that could prevent or delay regulatory approval of our product candidates.
We
cannot market and sell our cell therapy product candidates in the United States, Europe, or in other countries if we fail to obtain
the necessary regulatory approvals or licensure.
We
cannot sell our cell therapy product candidates until regulatory agencies grant marketing approval, or licensure. The process
of obtaining regulatory approval is lengthy, expensive and uncertain. It is likely to take at least several years to obtain the
required regulatory approvals for our cell therapy product candidates, or we may never gain the necessary approvals.
Any
difficulties that we encounter in obtaining regulatory approval may have a substantial adverse impact on our operations and cause
our stock price to decline significantly.
To
obtain marketing approvals in the United States and Europe for cell therapy product candidates we must, among other requirements,
complete carefully controlled and well-designed clinical trials sufficient to demonstrate to the FDA, the EMA and the PMDA that
the cell therapy product candidates is safe and effective for each disease for which we seek approval. So far, we have successfully
conducted Phase I/II and Phase I clinical trials for our PLX-PAD product candidate. Several factors could prevent completion or
cause significant delay of these trials, including an inability to enroll the required number of patients or failure to demonstrate
adequately that cell therapy product candidates are safe and effective for use in humans. Negative or inconclusive results from
or adverse medical events during a clinical trial could cause the clinical trial to be repeated or a program to be terminated,
even if other studies or trials relating to the program are successful. The FDA or EMA (or, if we seek to conduct development
efforts in Japan, the PMDA) can place a clinical trial on hold if, among other reasons, it finds that patients enrolled in the
trial are or would be exposed to an unreasonable and significant risk of illness or injury. If safety concerns develop, we, the
FDA, the EMA or other regulatory bodies could stop our trials before completion.
If
we are not able to conduct our clinical trials properly and on schedule, marketing approval by FDA, EMA, MOH and other regulatory
authorities may be delayed or denied.
The
completion of our clinical trials may be delayed or terminated for many reasons, such as:
● The
FDA, the EMA or the MOH does not grant permission to proceed or places additional trials
on clinical hold;
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● Subjects
do not enroll in our trials at the rate we expect, including as a result of COVID-19;
● Government
actions, such as those enacted during the ongoing COVID-19 pandemic, that limit the general
populations movement;
● The
regulators may ask to increase subject’s population in the clinical trials;
● Subjects
experience an unacceptable rate or severity of adverse side effects;
● Third-party
clinical investigators do not perform our clinical trials on our anticipated schedule
or consistent with the clinical trial protocol, GCP and regulatory requirements, or other
third parties do not perform data collection and analysis in a timely or accurate manner;
● Third-party
clinical investigators do not perform our clinical trials on our anticipated schedule
or consistent with the clinical trial protocol, GCP and regulatory requirements, or other
third parties do not perform data collection and analysis in a timely or accurate manner;
● Inspections
of clinical trial sites by the FDA, EMA, MOH and other regulatory authorities find regulatory
violations that require us to undertake corrective action, suspend or terminate one or
more sites, or prohibit us from using some or all of the data in support of our marketing
applications; or
● One
or more IRBs suspends or terminates the trial at an investigational site, precludes enrollment
of additional subjects, or withdraws its approval of the trial.
Our
development costs will increase if we have material delays in our clinical trials, or if we are required to modify, suspend, terminate
or repeat a clinical trial. If we are unable to conduct our clinical trials properly and on schedule, marketing approval may be
delayed or denied by the FDA, EMA, MOH and other regulatory authorities.
The
results of our clinical trials may not support our product candidates claims or any additional claims we may seek for our product
candidates and our clinical trials may result in the discovery of adverse side effects.
Even
if any clinical trial that we need to undertake is completed as planned, or if interim results from existing clinical trials are
released, we cannot be certain that such results will support our product candidates claims or any new indications that we may
seek for our products or that the FDA or foreign authorities will agree with our conclusions regarding the results of those trials.
The clinical trial process may fail to demonstrate that our products or a product candidate is safe and effective for the proposed
indicated use, which could cause us to stop seeking additional clearances or approvals for our product candidates. Any delay or
termination of our clinical trials will delay the filing of our regulatory submissions and, ultimately, our ability to commercialize
a product candidate. It is also possible that patients enrolled in clinical trials will experience adverse side effects that are
not currently part of the product candidate’s profile.
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If our processing and storage facility or our clinical manufacturing facilities are damaged or destroyed, our business and prospects
would be adversely affected.
If
our processing and storage facility, our clinical manufacturing facilities or the equipment in such facilities were to be damaged
or destroyed, the loss of some or all of the stored units of our cell therapy drug candidates would force us to delay or halt
our clinical trial processes. We have one clinical manufacturing facilities located in Haifa, Israel. If these facilities
or the equipment in them are significantly damaged or destroyed, we may not be able to quickly or inexpensively replace our manufacturing
capacity.
If
we encounter problems or delays in the research and development of our potential cell therapy products, we may not be able to
raise sufficient capital to finance our operations during the period required to resolve such problems or delays.
Our
cell therapy products are currently in the development stage and we anticipate that we will continue to incur substantial operating
expenses and incur net losses until we have successfully completed all necessary research and clinical trials. We, and any of
our potential collaborators, may encounter problems and delays relating to research and development, regulatory approval and intellectual
property rights of our technology. Our research and development programs may not be successful, and our cell culture technology
may not facilitate the production of cells outside the human body with the expected result. Our cell therapy products may not
prove to be safe and efficacious in clinical trials. If any of these events occur, we may not have adequate resources to continue
operations for the period required to resolve the issue delaying commercialization and we may not be able to raise capital to
finance our continued operation during the period required for resolution of that issue. Accordingly, we may be forced to discontinue
or suspend our operations.
We
may not be able to secure and maintain research institutions to conduct our clinical trials.
We
rely on research institutions to conduct our clinical trials. Specifically, the limited number of centers experienced with cell
therapy product candidates heightens our dependence on such research institutions. Our reliance upon research institutions, including
hospitals and clinics, provides us with less control over the timing and cost of clinical trials and the ability to recruit subjects.
If we are unable to reach agreements with suitable research institutions on acceptable terms, or if any resulting agreement is
terminated, we may be unable to quickly replace the research institution with another qualified institution on acceptable terms.
We may not be able to secure and maintain suitable research institutions to conduct our clinical trials.
Our
product development programs are based on novel technologies and are inherently risky.
We
are subject to the risks of failure inherent in the development of products based on new technologies. The novel nature of our
therapeutics creates significant challenges in regards to product development and optimization, manufacturing, government regulation,
third-party reimbursement and market acceptance. For example, the FDA, the EMA and other countries’ regulatory authorities
have relatively limited experience with cell therapies. Very few cell therapy products have been approved by regulatory authorities
to date for commercial sale, and the pathway to regulatory approval for our cell therapy product candidates may accordingly be
more complex and lengthy. As a result, the development and commercialization pathway for our therapies may be subject to increased
uncertainty, as compared to the pathway for new conventional drugs.
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There
are very few drugs and limited therapies that the FDA or EMA and other regulatory authorities have approved as treatments for
some of the disease indications we are pursuing. This could complicate and delay FDA, EMA or other countries’ regulatory
authorities approval of our biologic drug candidates.
There
are very few drugs and limited therapies currently approved for treatment of CLI, IC, ARS, muscle recovery following surgery for
hip fracture or HCT. As a result, the clinical efficacy endpoints, or the criteria to measure the intended results of treatment
may be difficult to determine. Despite our eligibility for certain accelerated pathways, this could increase the difficulty of
our obtaining FDA, EMA or other countries’ regulatory authorities’ approval to market our products.
Our
cell therapy drug candidates represent new classes of therapy that the marketplace may not understand or accept.
Even
if we successfully develop and obtain regulatory approval for our cell therapy candidates, the market may not understand or accept
them. We are developing cell therapy product candidates that represent novel treatments and will compete with a number of more
conventional products and therapies manufactured and marketed by others, including major pharmaceutical companies. The degree
of market acceptance of any of our developed and potential products will depend on a number of factors, including:
● the
clinical safety and effectiveness of our cell therapy drug candidates and their perceived
advantage over alternative treatment methods, if any;
● adverse
events involving our cell therapy product candidates or the products or product candidates
of others that are cell-based; and
● the
cost of our products and the reimbursement policies of government and private third-party
payers.
If
the health care community does not accept our potential products for any of the foregoing reasons, or for any other reason, it
could affect our sales, having a material adverse effect on our business, financial condition and results of operations.
The
clinical manufacturing process for cell therapy products is complex and requires meeting high regulatory standards. Any delay
or problem in the clinical manufacturing of PLX may result in a material adverse effect on our business.
Our
manufacturing process, controls, equipment and quality system for PLX-PAD have received approval from the FDA, EMA, Germany’s
PEI, the Korean MFDS and the PMDA. However, the clinical manufacturing process is complex and we have no experience in manufacturing
our product candidates at a commercial level.
There
can be no guarantee that we will be able to successfully develop and manufacture our product candidates in a manner that is cost-effective
or commercially viable, or that our development and manufacturing capabilities might not take much longer than currently anticipated
to be ready for the market. In addition, if we fail to maintain regulatory approvals for our manufacturing facilities, we may
suffer delays in our ability to manufacture our product candidates. This may result in a material adverse effect on our business.
Because
we received grants from the IIA we are subject to on-going restrictions.
We
have received royalty-bearing grants from the IIA, for research and development programs that meet specified criteria. The terms
of the IIA’s grants limit our ability to transfer know-how developed under an approved research and development program
outside of Israel, regardless of whether the royalties are fully paid. Any non-Israeli citizen, resident or entity that, among
other things, becomes a holder of 5% or more of our share capital or voting rights, is entitled to appoint one or more of our
directors or our Chief Executive Officer, or CEO, serves as a director of our Company or as our CEO is generally required to notify
the same to the IIA and to undertake to observe the law governing the grant programs of the IIA, the principal restrictions of
which are the transferability limits described above. For more information, see “Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations - Liquidity and Capital Resources”.
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We
have limited operating history, which raises doubts with respect to our ability to generate revenues in the future.
We
have a limited operating history in our business of commercializing cell production technology. Until we entered into the United
Agreement, which was terminated in December 2015, we did not generate any revenues. While we generated minimal revenue for the
year ended June 30, 2019 and 2020, it is not clear when we will generate additional revenues or whether we will experience further
delays in recognizing revenues such as if we experienced a clinical hold. Our primary source of funds has been the sale of our
common stock and government grants. We cannot give assurances that we will be able to generate any significant revenues or income
in the future. There is no assurance that we will ever be profitable.
If
we do not keep pace with our competitors and with technological and market changes, our technology and products may become obsolete
and our business may suffer.
The
cellular therapeutics industry, of which we are a part, is very competitive and is subject to technological changes that can be
rapid and intense. We have faced, and will continue to face, intense competition from biotechnology, pharmaceutical and biopharmaceutical
companies, academic and research institutions and governmental agencies engaged in cellular therapeutic and drug discovery activities
or funding, both in the United States and internationally. Some of these competitors are pursuing the development of cellular
therapeutics, drugs and other therapies that target the same diseases and conditions that we target in our clinical and pre-clinical
programs.
Some
of our competitors have greater resources, more product candidates and have developed product candidates and processes that directly
compete with our products. Our competitors may have developed, or could develop in the future, new products that compete with
our products or even render our products obsolete.
We
depend to a significant extent on certain key personnel, the loss of any of whom may materially and adversely affect our Company.
Our
success depends to a significant extent on the continued services of certain highly qualified scientific and management personnel,
in particular, Zami Aberman, our Executive Chairman, and Yaky Yanay, our CEO and President. We face competition for qualified
personnel from numerous industry sources, and there can be no assurance that we will be able to attract and retain qualified personnel
on acceptable terms.
The
loss of service of any of our key personnel could have a material adverse effect on our operations or financial condition. In
the event of the loss of services of such personnel, no assurance can be given that we will be able to obtain the services of
adequate replacement personnel. We do not maintain key person insurance on the lives of any of our officers or employees.
The
market for our products will be heavily dependent on third party reimbursement policies.
Our
ability to successfully commercialize our product candidates will depend on the extent to which government healthcare programs,
as well as private health insurers, health maintenance organizations and other third party payers will pay for our products and
related treatments.
Reimbursement
by third party payers depends on a number of factors, including the payer’s determination that use of the product is safe
and effective, not experimental or investigational, medically necessary, appropriate for the specific patient and cost-effective. Reimbursement
in the United States or foreign countries may not be available or maintained for any of our product candidates. If we do
not obtain approvals for adequate third party reimbursements, we may not be able to establish or maintain price levels sufficient
to realize an appropriate return on our investment in product development. Any limits on reimbursement from third party
payers may reduce the demand for, or negatively affect the price of, our products. The lack of reimbursement for these procedures
by insurance payers has negatively affected the market for our products in this indication in the past.
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Managing
and reducing health care costs has been a general concern of federal and state governments in the United States and of foreign
governments. In addition, third party payers are increasingly challenging the price and cost-effectiveness of medical products
and services, and many limit reimbursement for newly approved health care products. In particular, third party payers may
limit the indications for which they will reimburse patients who use any products that we may develop. Cost control initiatives
could decrease the price for products that we may develop, which would result in lower product revenues to us.
Our
success depends in large part on our ability to develop and protect our technology and our cell therapy products. If our patents
and proprietary rights agreements do not provide sufficient protection for our technology and our cell therapy products, our business
and competitive position will suffer.
Our
success will also depend in part on our ability to develop our technology and commercialize cell therapy products without infringing
the proprietary rights of others. We have not conducted full freedom of use patent searches and no assurance can be given that
patents do not exist or could not be filed which would have an adverse effect on our ability to develop our technology or maintain
our competitive position with respect to our potential cell therapy products. If our technology components, devices, designs,
products, processes or other subject matter are claimed under other existing United States or foreign patents or are otherwise
protected by third party proprietary rights, we may be subject to infringement actions. In such event, we may challenge the validity
of such patents or other proprietary rights or we may be required to obtain licenses from such companies in order to develop,
manufacture or market our technology or products. There can be no assurances that we would be able to obtain such licenses or
that such licenses, if available, could be obtained on commercially reasonable terms. Furthermore, the failure to either develop
a commercially viable alternative or obtain such licenses could result in delays in marketing our proposed products or the inability
to proceed with the development, manufacture or sale of products requiring such licenses, which could have a material adverse
effect on our business, financial condition and results of operations. If we are required to defend ourselves against charges
of patent infringement or to protect our proprietary rights against third parties, substantial costs will be incurred regardless
of whether we are successful. Such proceedings are typically protracted with no certainty of success. An adverse outcome could
subject us to significant liabilities to third parties and force us to curtail or cease our development of our technology and
the commercialization our potential cell therapy products.
We
have built the ability to manufacture clinical grade ASCs in-house. Through our experience with ASC-based product development,
we have developed expertise and know-how in this field. To protect these expertise and know-how, our policies require confidentiality
agreements with our employees, consultants, contractors, manufacturers and advisors. These agreements generally provide for protection
of confidential information, restrictions on the use of materials and assignment of inventions conceived during the course of
performance for us. These agreements might not effectively prevent disclosure of our confidential information.
The
price of our common stock may fluctuate significantly.
The
market for our shares of common stock may fluctuate significantly. A number of events and factors may have an adverse impact on
the market price of our common stock, such as:
● results
of our clinical trials or adverse events associated with our products;
● the
amount of our cash resources and our ability to obtain additional funding;
● changes
in our revenues, expense levels or operating results;
● entering
into or terminating strategic relationships;
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● announcements
of technical or product developments by us or our competitors;
● market
conditions for pharmaceutical and biotechnology stocks in particular;
● changes
in laws and governmental regulations, including changes in tax, healthcare, competition
and patent laws;
● disputes
concerning patents or proprietary rights;
● new
accounting pronouncements or regulatory rulings;
● public
announcements regarding medical advances in the treatment of the disease states that
we are targeting;
● patent
or proprietary rights developments;
● regulatory
actions that may impact our products;
● future
sales of our common stock, or the perception of such sales;
● disruptions
in our manufacturing processes; and
● competition.
In
addition, a global pandemic, such as the COVID-19 pandemic and a market downturn in general and/or in the biopharmaceutical sector
in particular, may adversely affect the market price of our securities, which may not necessarily reflect the actual or perceived
value of our Company.
Future
sales of our common stock may cause dilution.
Future
sales of our common stock, or the perception that such sales may occur, could cause immediate dilution and adversely affect the
market price of our common stock. If we raise additional capital by issuing equity securities, the percentage ownership of our
existing stockholders may be reduced, and accordingly these stockholders may experience substantial dilution. We may also issue
equity securities that provide for rights, preferences and privileges senior to those of our common stock. Given our need for
cash and that equity raising is the most common type of fundraising for companies like ours, the risk of dilution is particularly
significant for stockholders of our company.
We are exposed to fluctuations in currency exchange rates.
A
significant portion of our business is conducted outside the United States. Therefore, we are exposed to currency exchange fluctuations
in other currencies such as the New Israeli Shekel, or NIS, and the Euro, because a portion of our expenses in Israel and Europe
are paid in NIS and Euros, respectively, which subjects us to the risks of foreign currency fluctuations. Our primary expenses
paid in NIS are employee salaries, subcontractors and material suppliers, fees for consultants and lease payments on our facilities.
During the year ended June 30, 2020, or the fiscal year 2020, we entered into options contracts to hedge against some of the risk
of changes in future cash flows from payments of payroll and related expenses and costs of operations denominated in NIS.
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The
dollar cost of our operations in Israel will increase to the extent increases in the rate of inflation in Israel are not offset
by a devaluation of the NIS in relation to the dollar, which would harm our results of operations.
Since
a considerable portion of our expenses such as employees’ salaries are linked to an extent to the rate of inflation in Israel,
the dollar cost of our operations is influenced by the extent to which any increase in the rate of inflation in Israel is or is
not offset by the devaluation of the NIS in relation to the dollar. As a result, we are exposed to the risk that the NIS, after
adjustment for inflation in Israel, will appreciate in relation to the dollar. In that event, the dollar cost of our operations
in Israel will increase and our dollar-measured results of operations will be adversely affected. We cannot predict whether the
NIS will appreciate against the dollar or vice versa in the future. Any increase in the rate of inflation in Israel, unless the
increase is offset on a timely basis by a devaluation of the NIS in relation to the dollar, will increase labor and other costs,
which will increase the dollar cost of our operations in Israel and harm our results of operations.
Potential
product liability claims could adversely affect our future earnings and financial condition.
We
face an inherent business risk of exposure to product liability claims in the event that the use of our products results in adverse
effects. We may not be able to maintain adequate levels of insurance for these liabilities at reasonable cost and/or reasonable
terms. Excessive insurance costs or uninsured claims would add to our future operating expenses and adversely affect our financial
condition.
Our
principal research and development and manufacturing facilities are located in Israel and the unstable military and political
conditions of Israel may cause interruption or suspension of our business operations without warning.
Our
principal research and development and manufacturing facilities are located in Israel. As a result, we are directly influenced
by the political, economic and military conditions affecting Israel. Since the establishment of the State of Israel in 1948, a
number of armed conflicts have taken place between Israel and its Arab neighbors. During July and August 2014 and November 2012,
Israel was engaged in an armed conflict with a militia group and political party which controls the Gaza Strip, and during the
summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group and political
party. These conflicts involved missile strikes against civilian targets in various parts of Israel, including areas in which
our employees and some of our consultants are located, and negatively affected business conditions in Israel.
In
addition, Israeli-based companies and companies doing business with Israel, have been the subject of an economic boycott by members
of the Arab League and certain other predominantly Muslim countries since Israel’s establishment. Although Israel has entered
into various agreements with certain Arab countries and the Palestinian Authority, and various declarations have been signed in
connection with efforts to resolve some of the economic and political problems in the Middle East, we cannot predict whether or
in what manner these problems will be resolved. Wars and acts of terrorism have resulted in significant damage to the Israeli
economy, including reducing the level of foreign and local investment.
Furthermore,
certain of our employees may be obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being
called up for active military duty at any time. All Israeli male citizens who have served in the army are subject to an obligation
to perform reserve duty until they are between 40 and 49 years old, depending upon the nature of their military service.
The
trend towards consolidation in the pharmaceutical and biotechnology industries may adversely affect us.
There
is a trend towards consolidation in the pharmaceutical and biotechnology industries. This consolidation trend may result in the
remaining companies having greater financial resources and technical discovery capabilities, thus intensifying competition in
these industries. This trend may also result in fewer potential collaborators or licensees for our therapeutic product candidates.
Also, if a consolidating company is already doing business with our competitors, we may lose existing licensees or collaborators
as a result of such consolidation. This trend may adversely affect our ability to enter into license agreements or agreements
for the development and commercialization of our product candidates, and as a result may materially harm our business.
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Our cash may be subject to a risk of loss
and we may be exposed to fluctuations in the market values of our portfolio investments and in interest rates.
Our
assets include a significant component of cash and cash equivalents and bank deposits. We adhere to an investment policy
set by our investment committee which aims to preserve our financial assets, maintain adequate liquidity and maximize returns.
We believe that our cash is held in institutions whose credit risk is minimal and that the value and liquidity of our deposits
are accurately reflected in our consolidated financial statements as of June 30, 2020. Currently, we hold part of our current
assets in bank deposits. However, nearly all of our cash and bank deposits are not insured by the Federal Deposit Insurance Corporation,
or the FDIC, or similar governmental deposit insurance outside the United States. Therefore, our cash and any
bank deposits that we now hold or may acquire in the future may be subject to risks, including the risk of loss or of reduced
value or liquidity, particularly in light of the increased volatility and worldwide pressures in the financial and banking sectors.
Although
our internal control over financial reporting was considered effective as of June 30, 2020, there is no assurance that our internal
control over financial reporting will continue to be effective in the future, which could result in our financial statements being
unreliable, government investigations or loss of investor confidence in our financial report.
Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish an annual report by our management assessing the
effectiveness of our internal control over financial reporting. This assessment must include disclosure of any material weaknesses
in our internal control over financial reporting identified by management. Management’s report as of the end of fiscal year 2020
concluded that our internal control over financial reporting was effective. There is, however, no assurance that we will be able
to maintain such effective internal control over financial reporting in the future. Ineffective internal control over financial
reporting can result in errors or other problems in our financial statements. In the future, if we or our registered independent
public accounting firm are unable to assert that our internal controls are effective, our investors could lose confidence in the
accuracy and completeness of our financial report, which in turn could cause our stock price to decline. Failure to maintain effective
internal control over financial reporting could also result in investigation or sanctions by regulatory authorities.
Because
most of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the management
for misconduct and may not be able to enforce judgment and civil liabilities against our officers, directors, experts and agents.
Most
of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial
portion of their assets are located outside the United States.
As
a result, it may be difficult to enforce within the United States any judgments obtained against our officers or directors, including
judgments predicated upon the civil liability provisions of the securities laws of the United States or any U.S. state.
Because
we do not intend to pay any dividends on our common stock, investors seeking dividend income should not purchase shares of our
common stock.
We
have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends
for the foreseeable future. Investors seeking dividend income should not invest in our common stock.
We
are dependent upon third-party suppliers for raw materials needed to manufacture PLX; if any of these third parties fails or is
unable to perform in a timely manner, our ability to manufacture and deliver will be compromised.
In
addition to the placenta used in the clinical manufacturing process of PLX, we require certain raw materials. These items must
be manufactured and supplied to us in sufficient quantities and in compliance with current GMP. To meet these requirements, we
have entered into supply agreements with firms that manufacture these raw materials to current GMP standards. Our requirements
for these items are expected to increase if and when we transition to the manufacture of commercial quantities of our cell-based
drug candidates.
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In
addition, as we proceed with our clinical trial efforts, we must be able to continuously demonstrate to the FDA, EMA and other
regulatory authorities that we can manufacture our cell therapy product candidates with consistent characteristics. Accordingly,
we are materially dependent on these suppliers for supply of current GMP-grade materials of consistent quality. Our ability to
complete ongoing clinical trials may be negatively affected in the event that we are forced to seek and validate a replacement
source for any of these critical materials.
We
intend to decrease our dependency in third-party suppliers for raw materials. To that effect we have developed a serum-free formulation
which is expected to support the manufacturing of cell therapy products. This serum-free formulation was developed using our deep
understanding in cell therapy industrial scale production standards, and the quality methods designed to support implementation
in Phase III development and marketing. Achieving this significant technological challenge is expected to provide us with large-scale,
highly consistent production with operational independency from third party suppliers for standard serum, an expensive and quantity
limited product. There can be no guarantee that we will successfully implement the use of our serum-free formulation to support
the manufacturing of cell therapy products or any other future product candidates, if any, that we seek to produce using such
formulation, or that such implementation of the serum-free formulation will decrease our dependency on third-party suppliers for
raw materials.
We
rely and will rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their
contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval of or commercialize our product
candidates.
We
depend and will depend upon independent investigators and collaborators, such as universities, medical institutions, CROs,
vendors and strategic partners to conduct our pre-clinical and clinical trials under agreements with us. We negotiate budgets
and contracts with CROs, vendors and study sites which may result in delays to our development timelines and increased costs.
We rely heavily on these third parties over the course of our clinical trials, and we control only certain aspects of their
activities. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with applicable
protocol, legal, regulatory and scientific standards, and our reliance on third parties does not relieve us of our regulatory
responsibilities. We and these third parties are required to comply with current good clinical practices, or cGCPs, which are
regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for product candidates in
clinical development.
Regulatory authorities enforce these cGCPs through periodic inspections of trial sponsors, principal
investigators and trial sites. If we or any of these third parties fail to comply with applicable cGCP regulations, the
clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory
authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot
assure that, upon inspection, such regulatory authorities will determine that any of our clinical trials comply with the cGCP
regulations. In addition, any Phase III clinical trials which we may conduct must be conducted with biologic product produced
under cGMP and may require a large number of test patients. Biologic products for commercial purposes must also be produced
under cGMP. Our failure or any failure by these third parties to comply with these regulations or to recruit a sufficient
number of patients may require us to repeat clinical trials, which would delay the regulatory approval process. Moreover, our
business may be implicated if any of these third parties violates federal or state fraud and abuse or false claims laws and
regulations or healthcare privacy and security laws and regulations.
28
Any
third parties conducting our clinical trials are not and will not be our employees and, except for remedies available to us under
our agreements with such third parties, which in some instances may be limited, we cannot control whether or not they devote sufficient
time and resources to our ongoing pre-clinical, clinical and nonclinical programs. These third parties may also have relationships
with other commercial entities, including our competitors, for whom they may also be conducting clinical trials
or other drug development activities, which could affect their performance on our behalf. If these third parties do not
successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the
quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or
regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated and we may not be able
to complete development of, obtain regulatory approval of or successfully commercialize our product candidates. As a result, our
financial results and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability
to generate revenue could be delayed. Switching or adding third parties to conduct our clinical trials involves substantial cost
and requires extensive management time and focus. In addition, there is a natural transition period when a new third party commences
work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines.
We
may not be able to take advantage of the new regulatory pathways in the United States, Europe and Japan to shorten our time to
market our products.
Regulatory
pathways in United States, Europe and Japan may allow for early commercialization of our products and thereby reducing the time
to market our products.
The
FDA’s Fast Track designation is a process designed to facilitate the development and expedite the review of drugs to treat
serious conditions and unmet medical needs. The FDA granted PLX-PAD with “Fast Track” designation for the treatment
of CLI.
The
EAP allows the use of an investigational medical product outside of clinical trials and is usually granted in cases where patients
are unsuitable for inclusion under the study protocol and the patient’s condition is life-threatening with an unmet medical
need. The FDA has cleared PLX-PAD EAP, for the treatment of patients with CLI. As part of the EAP, our PLX-PAD cell therapy will
be made available to a limited number of CLI patients in the United States who are unsuitable for revascularization and cannot
take part in our ongoing Phase III clinical trial . In addition, the FDA has cleared
our EAP for the use of our PLX-PAD cells to treat ARDS caused by COVID-19 outside of our ongoing Phase II COVID-19 study in the
U.S. The EAP will include up to 100 patients with the resulting data being collected and evaluated alongside our existing clinical
trial in the U.S.
The
purpose of the EMA’s Adaptive Pathways Project is to shorten the time it takes for innovative medicines to reach patients
with serious conditions that lack adequate treatment options. After a therapy is selected for the program, the discussion group
that oversees a given project entering into the EMA’s Adaptive Pathways Project conducts high level discussions and provides
guidance to the applicant regarding the formal regulatory processes that precede a trial targeting early approval and further
expansion of the indications. The EMA selected our PLX-PAD cell program in CLI and in recovery following surgery for hip fracture
for its Adaptive Pathways Project.
In
Japan, a regulation regarding regenerative therapies, including cell therapies. This regulation allows for conditional, time-limited
approval of products for marketing after limited proof of efficacy.
In
addition, the PMDA approved the proposed quality and large-scale manufacturing methods for PLX-PAD and has cleared our PLX-PAD
cells for use in clinical trials in Japan.
However,
since these new regulatory pathways are relatively new, we may not be able to meet the regulatory requirements and as a result
would not benefit from early access to the market.
29
Favorable
results from compassionate use treatment or initial interim results from a clinical trial do not ensure that later clinical trials
will be successful and success in early stage clinical trials does not ensure success in later-stage clinical trials.
PLX
cells have been administered as part of compassionate use treatments, which permit the administration of the PLX cells outside
of clinical trials. No assurance can be given that any positive results are attributable to the PLX cells, or that administration
of PLX cells to other patients will have positive results. Compassionate use is a term that is used to refer to the use of an
investigational drug outside of a clinical trial to treat a patient with a serious or immediately life-threatening disease or
condition who has no comparable or satisfactory alternative treatment options. Regulators often allow compassionate use on a case-by-case
basis for an individual patient or for defined groups of patients with similar treatment needs.
There
is no assurance that we will obtain regulatory approval for PLX cells. We will only obtain regulatory approval to commercialize
a product candidate if we can demonstrate to the satisfaction of the FDA, the EMA or other applicable regulatory authorities,
in well-designed and conducted clinical trials, that the product candidate is safe and effective and that the product candidate,
including the cell production methodology, otherwise meets the appropriate standards required for approval. Clinical trials can
be lengthy, complex and extremely expensive processes with uncertain results. A failure of one or more clinical trials may occur
at any stage of testing.
Success
in early clinical trials does not ensure that later clinical trials will be successful, and initial results from a clinical trial
do not necessarily predict final results. While results from treating patients through compassionate use have in certain cases
been successful, we cannot be assured that further trials will ultimately be successful. Results of further clinical trials may
be disappointing.
Even
if early stage clinical trials are successful, we may need to conduct additional clinical trials for product candidates with patients
receiving the drug for longer periods before we are able to seek approvals to market and sell these product candidates from the
FDA and regulatory authorities outside the United States. Even if we are able to obtain approval for our product candidates through
an accelerated approval review program, we may still be required to conduct clinical trials after such an approval. If we are
not successful in commercializing any of our lead product candidates, or are significantly delayed in doing so, our business will
be materially harmed.
We
may not successfully maintain our existing exclusive out-licensing agreement with CHA, or establish new collaborative and licensing
arrangements, which could adversely affect our ability to develop and commercialize our product candidates.
One
of the elements of our business strategy is to license our technology to other companies. Our business strategy includes establishing
collaborations and licensing agreements with one or more pharmaceutical or biotechnology companies. To date, we have a strategic
partnership with CHA for both the IC and CLI indications in Korea. CHA will conduct PLX clinical trials
in South Korea, and, following approval, a joint venture equally owned by both parties will be established to market PLX
products in South Korea. Our PLX cells are also being used in South Korean sites participating to our International IC study through
our partnership with CHA. Notwithstanding, we may not be able to further establish or maintain such licensing and collaboration
arrangements necessary to develop and commercialize our product candidates.
Even
if we are able to maintain or establish licensing or collaboration arrangements, these arrangements may not be on favorable terms
and may contain provisions that will restrict our ability to develop, test and market our product candidates. Any failure to maintain
or establish licensing or collaboration arrangements on favorable terms could adversely affect our business prospects, financial
condition or ability to develop and commercialize our product candidates.
Our
agreements with our collaborators and licensees may have provisions that give rise to disputes regarding the rights and obligations
of the parties. These and other possible disagreements could lead to termination of the agreement or delays in collaborative research,
development, supply, or commercialization of certain product candidates, or could require or result in litigation or arbitration.
Moreover, disagreements could arise with our collaborators over rights to intellectual property or our rights to share in any
of the future revenues of products developed by our collaborators. These kinds of disagreements could result in costly and time-consuming
litigation. Any such conflicts with our collaborators could reduce our ability to obtain future collaboration agreements and could
have a negative impact on our relationship with existing collaborators.
30
Our
internal computer systems, or those used by our CROs or other contractors or consultants, may fail or suffer security breaches.
We
rely on and utilize services provided by third parties in connection with our clinical trials, which services involve the collection,
use, storage and analysis of personal health information. While we receive assurances from these vendors that their services are
compliant with the Health Insurance Portability and Accountability Act, or HIPAA, and other applicable privacy laws, there can
be no assurance that such third parties will comply with applicable laws or regulations. Non-compliance by such vendors may result
in liability for us which would have a material adverse effect on our business, financial conditions and results of operations.
Despite
the implementation of security measures, our internal computer systems and those of our current and future CROs and other contractors
and consultants are vulnerable to damage from computer viruses and unauthorized access. While, to our knowledge, we have not experienced
any such material system failure or security breach to date, if such an event were to occur and cause interruptions in our operations,
it could result in a material disruption of our development programs and our business operations. For example, the loss of clinical
trial data from completed or future clinical trials could result in delays in our regulatory approval efforts and significantly
increase our costs to recover or reproduce the data. To the extent that any disruption or security breach were to result in a
loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could
incur liability and the further development and commercialization of our product candidates could be delayed.
Unsuccessful
compliance with certain European privacy regulations could have an adverse effect on our business and reputation.
The
collection and use of personal health data in the European Union is governed by the provisions of the General Data Protection
Regulation, or GDPR. This directive imposes several requirements relating to the consent of the individuals to whom the personal
data relates, the information provided to the individuals, notification of data processing obligations to the competent national
data protection authorities and the security and confidentiality of the personal data. The GPDR also extends the geographical
scope of European Union data protection law to non-European Union entities under certain conditions, tightens existing European
Union data protection principles and creates new obligations for companies and new rights for individuals. Failure to comply with
the requirements of the GDPR and the related national data protection laws of the European Union Member States may result in fines
and other administrative penalties. There may be circumstances under which a failure to comply with GDPR, or the exercise of individual
rights under the GDPR, would limit our ability to utilize clinical trial data collected on certain subjects. The GDPR regulations
impose additional responsibility and liability in relation to personal data that we process and we intend to put in place additional
mechanisms ensuring compliance with these and/or new data protection rules.
Changes
to these European privacy regulations and unsuccessful compliance may be onerous and adversely affect our business, financial
condition, prospects, results of operations and reputation.
We
have limited experience in conducting Phase III trials. If we fail in the conduct of such trials, our business will be materially
harmed.
Even
though we conducted Phase I and Phase II trials and we are currently conducting two Phase III trials for our PLX-PAD product candidate,
a Phase II FDA study of PLX cells for the treatment of severe COVID-19 complicated by ARDS, and a Phase I for our PLX-R18 product,
and have recruited employees who are experienced in managing and conducting clinical trials, we have limited experience in this
area.
31
We
will need to expand our experience and rely on consultants in order to obtain regulatory approvals for our therapeutic product
candidates. The failure to successfully conduct clinical trials could materially harm our business.
Existing
government programs and tax benefits may be terminated.
We
have received certain Israeli government approvals under certain programs and may in the future utilize certain tax benefits in
Israel by virtue of these programs. To remain eligible for such tax benefits, we must continue to meet certain conditions. If
we fail to comply with these conditions in the future, the benefits we receive could be canceled and have to pay additional taxes.
We cannot guarantee that these programs and tax benefits will be continued in the future, at their current levels or at all. If
these programs and tax benefits are ended, our business, financial condition and results of operations could be materially adversely
affected.
If
we fail to obtain or maintain orphan drug exclusivity for our products, our competitors may sell products to treat the same conditions
and our revenue will be reduced.
Our
business strategy focuses on the development of drugs that are eligible for FDA and European Union orphan drug designation. Under
the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is intended to treat a rare disease or condition,
defined as a patient population of fewer than 200,000 in the United States, or a patient population greater than 200,000 in the
United States where there is no reasonable expectation that the cost of developing the drug will be recovered from sales in the
United States. In the European Union, the EMA’s Committee for Orphan Medicinal Products, or COMP, grants orphan drug designation
to promote the development of products that are intended for the diagnosis, prevention, or treatment of a life-threatening or
chronically debilitating condition affecting not more than five in 10,000 persons in the European Union Community. Additionally,
designation is granted for products intended for the diagnosis, prevention, or treatment of a life threatening, seriously debilitating
or serious and chronic condition and when, without incentives, it is unlikely that sales of the drug in the European Union would
be sufficient to justify the necessary investment in developing the drug or biological product.
In
the United States, orphan drug designation entitles a party to financial incentives such as opportunities for grant funding towards
clinical trial costs, tax advantages, and user-fee waivers. In addition, if a product receives the first FDA approval for the
indication for which it has orphan designation, the product is entitled to orphan drug exclusivity, which means the FDA may not
approve any other application to market the same drug for the same indication for a period of seven years, except in limited circumstances,
such as a showing of clinical superiority over the product with orphan exclusivity or where the manufacturer is unable to assure
sufficient product quantity. In the European Union, orphan drug designation also entitles a party to financial incentives such
as reduction of fees or fee waivers and ten years of market exclusivity is granted following drug or biological product approval.
This period may be reduced to six years if the orphan drug designation criteria are no longer met, including where it is shown
that the product is sufficiently profitable not to justify maintenance of market exclusivity.
Even
if we obtain orphan drug exclusivity for a product, that exclusivity may not effectively protect the product from competition
because different drugs with different active moieties can be approved for the same condition.
Even
with orphan drug exclusivity, if a third party were to prepare or market a product which infringes upon our intellectual property,
we may need to initiate litigation, which may be costly, to enforce our rights against such party. After an orphan drug is approved,
the FDA can subsequently approve the same drug with the same active moiety for the same condition if the FDA concludes that the
later drug is safer, more effective, or makes a major contribution to patient care. Orphan drug designation on its own neither
shortens the development time or regulatory review time for a drug.
32
While
orphan drug products are typically sold at a high price relative to other medications, the market may not be receptive to high
pricing of our products.
We
develop our product candidates to treat rare and ultra-rare diseases, a space where medications are usually sold at high prices
compared with other medications.
Accordingly,
even if regulatory authorities approve our product candidates, the market may not be receptive to, and it may be difficult for
us to achieve, a per-patient per-year price high enough to allow us to realize a return on our investment.
The
patent approval process is complex and we cannot be sure that our pending patent applications or future patent applications will
be approved.
The
patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual
questions and has in recent years been the subject of much litigation. As a result, the issuance, scope, validity, enforceability
and commercial value of our and any future licensors’ patent rights are highly uncertain. Our pending and future patent applications
may not result in patents being issued which protect our technology or products or which effectively prevent others from commercializing
competitive technologies and products. Changes in either the patent laws or interpretation of the patent laws in the United States
and other countries may diminish the value of our patents or narrow the scope of our patent protection. The laws of foreign countries
may not protect our rights to the same extent as the laws of the United States and we may not be able to obtain meaningful patent
protection for any of our commercial products either in or outside the United States.
No
assurance can be given that the scope of any patent protection granted will exclude competitors or provide us with competitive
advantages, that any of the patents that have been or may be issued to us will be held valid if subsequently challenged, or that
other parties will not claim rights to or ownership of our patents or other proprietary rights that we hold. Furthermore, there
can be no assurance that others have not developed or will not develop similar products, duplicate any of our technology or products
or design around any patents that have been or may be issued to us or any future licensors. Since patent applications in the United
States and in Europe are not publicly disclosed until patents are issued, there can be no assurance that others did not first
file applications for products covered by our pending patent applications, nor can we be certain that we will not infringe any
patents that may be issued to others.
Third
parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which
would be uncertain and could have a material adverse effect on our business.
Our
commercial success depends upon our ability and the ability of our collaborators to develop, manufacture, market and sell our
product candidates and use our proprietary technologies without infringing the proprietary rights of third parties. We have yet
to conduct comprehensive freedom-to-operate searches to determine whether our proposed business activities or use of certain of
the patent rights owned by us would infringe patents issued to third parties. We may become party to, or threatened with, future
adversarial proceedings or litigation regarding intellectual property rights with respect to our products and technology, including
interference proceedings before the U.S. Patent and Trademark Office. Third parties may assert infringement claims against us
based on existing patents or patents that may be granted in the future. If we are found to infringe a third party’s intellectual
property rights, we could be required to obtain a license from such third party to continue developing and marketing our products
and technology. However, we may not be able to obtain any required license on commercially reasonable terms or at all.
Even
if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies
licensed to us. We could be forced, including by court order, to cease commercializing the infringing technology or product. In
addition, we could be found liable for monetary damages. A finding of infringement could prevent us from commercializing our product
candidates or force us to cease some of our business operations, which could materially harm our business. For example, we are
aware of issued third party patents directed to placental stem cells and their use for therapy and in treating various diseases.
We may need to seek a license for one or more of these patents. No assurances can be given that such a license will be available
on commercially reasonable terms, if at all. Claims that we have misappropriated the confidential information or trade secrets
of third parties could have a similar negative impact on our business.
33
Even
if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur
significant expenses, and could distract our technical and management personnel from their normal responsibilities. In addition,
there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities
analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common
stock. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for
development activities or any future sales, marketing or distribution activities. We may not have sufficient financial or other
resources to adequately conduct such litigation or proceedings. Some of our competitors are able to sustain the costs of such
litigation or proceedings more effectively than we can because of their greater financial resources. Uncertainties resulting from
the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability
to compete in the marketplace.
We
must further protect and develop our technology and products in order to become a profitable company.
If
we do not complete the development of our technology and products in development by the time our patents expire, create additional
sufficient layers of patents or other intellectual property rights, other companies may use the technology to develop competing
products. If this happens, we may lose our competitive position and our business would likely suffer.
Furthermore,
the scope of our patents may not be sufficiently broad to offer meaningful protection. In addition, our patents could be successfully
challenged, invalidated or circumvented so that our patent rights would not create an effective competitive barrier. We also intend
to seek patent protection for any of our potential cell therapy products once we have completed their development. We also rely
on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements with our employees,
consultants, suppliers and licensees. These agreements may be breached, and we might not have adequate remedies for any breach.
If this were to occur, our business and competitive position would suffer.
We
may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt
Practices Act could have a material adverse effect on our business.
We
are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit U.S. companies or their agents and employees
from providing anything of value to a foreign official or political party for the purposes of influencing any act or decision
of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate
entity or obtain any unfair advantage. We have operations and agreements with third parties. Our international activities create
the risk of unauthorized and illegal payments or offers of payments by our employees or consultants, even though they may not
always be subject to our control. We discourage these practices by our employees and consultants. However, our existing safeguards
and any future improvements may prove to be less than effective, and our employees or consultants, may engage in conduct for which
we might be held responsible for Any failure by us to adopt appropriate compliance procedures and ensure that our employees and
consultants comply with the FCPA and applicable laws and regulations in foreign jurisdictions could result in substantial penalties
or restrictions on our ability to conduct business in certain foreign jurisdictions.
Violations
of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively
affect our business, operating results and financial condition. In addition, the U.S. government may seek to hold our Company
liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.
34
The
COVID-19 pandemic, or any other pandemic, epidemic or outbreak of an infectious disease, may materially and adversely affect our
business and operations.
The
recent outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to approximately 200 countries,
including the United States, Israel and many European countries in which we operate. On March 11, 2020, the World Health Organization
declared the outbreak a pandemic. While COVID-19 is still spreading and the final implications of the pandemic are difficult to
estimate at this stage, it is clear that it has affected the lives of a large portion of the global population. At this time,
the pandemic has caused states of emergency to be declared in various countries, travel restrictions imposed globally, quarantines
established in certain jurisdictions and various institutions and companies being closed. We are actively monitoring the pandemic
and we are taking any necessary measures to respond to the situation in cooperation with the various stakeholders.
Based
on guidelines provided by the Israeli Government, employers (including us) are also required to prepare and increase as much as
possible the capacity and arrangement for employees to work remotely. In addition, COVID-19 infection of our workforce could result
in a temporary disruption in our business activities, including manufacturing and other functions.
The
COVID-19 pandemic is also affecting the United States, Israel and global economies and has affected, and may continue to affect,
the conduct of our clinical trials and may in the future affect our operations and those of third parties on which we rely, including
by causing disruptions in our raw material supply, though to date we have not experienced any such disruptions.
In
addition, the COVID-19 pandemic may affect the operations of the FDA and other health authorities, which could result in delays
of reviews and approvals, including with respect to our Phase III clinical trials relating to CLI and muscle recovery following
surgery for hip fracture. The evolving COVID-19 pandemic has already impacted, and may continue to, directly or indirectly impact
the pace of enrollment in our clinical trials as patients may avoid or may not be able to travel to healthcare facilities and
physicians’ offices unless due to a health emergency and clinical trial staff can no longer get to the clinic. Additionally,
such facilities and offices have been and may continue to be required to focus limited resources on non-clinical trial matters,
including treatment of COVID-19 patients, thereby decreasing availability, in whole or in part, for clinical trial services. Additionally,
the stock market has been unusually volatile during the COVID-19 outbreak and such volatility may continue. To date, during certain
periods of the COVID-19 pandemic, our stock price fluctuated significantly, and such fluctuation may continue to occur. The ultimate
impact of the COVID-19 pandemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays
or impacts on our business, financing or clinical trial activities, or on healthcare systems or the global economy as a whole.
However, these effects could have a material impact on our liquidity, capital resources, operations and business and those of
the third parties on which we rely.
The
impact of the use of our PLX cells in various COVID-19 related compassionate use programs, as well as our expected clinical trial,
if any, on our business and our results of operations cannot be predicted with certainty, as factors including, but not limited
to, the ultimate duration and scope of the compassionate use authorization, as well as the availability of our product internationally,
are not determinable at this time. Our PLX cells may not be successful in treating complications associated with COVID-19.
Item
1B. Unresolved Staff Comments.
Not
Applicable.
35