Item 1A. Risk Factors
Item 1A.
Risk Factors.
In
addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item
1A. Risk Factors” in our 2021 Annual Report, which could materially affect our business, financial condition or future results.
There
have been no material changes from the risk factors previously disclosed in our 2021 Annual Report, except as noted below.
We suffered a cybersecurity incident which
resulted in the loss of funds. While we have protocols to prevent future incidents, these protocols may not prevent future incidents and
any significant similar future incidents could have a negative impact on our business.
During November 2021, we experienced
a cybersecurity incident in which one or more third parties were able to impersonate one of our vendors by using a falsified email domain
account and asked to make a payment to a false bank account. As a result of this incident, the third parties managed to extract a sum
of approximately $616,000 from us. As a result of this incident, we immediately launched an investigation into the incident, hired the
services of a cybersecurity investigation firm to fully access the incident and notified the appropriate government authorities, including
the banks involved in the transaction. We are constantly exploring new and advanced security protection measures to prevent future cybersecurity
incidents. These steps may include working with a cybersecurity consultant as well as potential additional measures.
To date, the cybersecurity
incident has not had any effect on our ability to meet our financial obligations, including our ability to carry out our operations and
business activities. In addition, our investigation has confirmed that, other than the funds referenced above, none of our information
or data was stolen or damaged. Nonetheless, our security protections, including the steps we have taken in response to the November 2021
incident, may not prevent future incidents of a similar nature or other cyber-attacks.
We
continually assess cybersecurity threats and make investments to increase internal protection, detection, and response capabilities, as
well as ensure our third party providers have required capabilities and controls, to address this risk. To date, we have not experienced
any material impact to the business or operations resulting from information or cybersecurity attacks, including the incident mentioned
above; however, because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks,
there is the potential for us to be adversely impacted. This impact could result in reputational, competitive, operational or other business
harm as well as financial costs and regulatory action. We also maintain cybersecurity insurance in the event of an information security
or cyber incident; however, the coverage may not be sufficient to cover all financial losses.
Item 6.
Exhibits.
10.1
Consulting Agreement by and between Pluristem Ltd. and Mr. Zalman (Zami) Aberman, dated January 1, 2022 (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on January 3, 2022).
10.2*
Summary of Supplement to the Lease Agreement by and between Pluristem Ltd. and MTM – Scientific Industries Center Haifa Ltd dated December 31, 2021.
31.1*
Rule 13a-14(a) Certification of Chief Executive Officer.
31.2*
Rule 13a-14(a) Certification of Chief Financial Officer.
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101*
The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2021 formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements of Operations, (iii) the Interim Condensed Statements of Changes in Shareholders’ Equity, (iv) the Interim Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.
104*
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
**
Furnished herewith.
^
Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to Pluristem if publicly disclosed.
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SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PLURISTEM THERAPEUTICS INC .
By:
/s/ Yaky Yanay
Yaky Yanay, Chief Executive Officer and President
(Principal Executive Officer)
Date:
February 7, 2022
By:
/s/ Chen Franco-Yehuda
Chen Franco-Yehuda, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date:
February 7, 2022
26
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.