Item 2. Management’s Discussion and Analysis
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form
10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws, and is subject to the safe-harbor created by such Act and laws. Forward-looking statements may include statements
regarding our goals, beliefs, strategies, objectives, plans, including product and technology developments, future financial conditions,
results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential” or “continue,” the negative of such terms, or other
variations thereon or comparable terminology. These statements are merely predictions and therefore inherently subject to known and unknown
risks, uncertainties, assumptions, and other factors that may cause actual results, performance levels of activity, or our achievements,
or industry results to be materially different from those contemplated by the forward-looking statements. Such forward-looking statements
appear in this Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and may appear elsewhere in this Quarterly Report on Form 10-Q and include, but are not limited to, statements regarding the following:
●
the expected development, time-to-market and potential benefits from our products in regenerative medicine, biologics, food technology, or food tech, and agtech, as well as potentially in other industries and verticals that have a need for our mass scale and cost-effective cell expansion platform;
●
our expectations of market and industry growth;
●
the prospects of entering into additional license agreements, or other forms of cooperation or strategic partnerships with other companies, research organizations and medical institutions, including, without limitation Tnuva (as defined below);
●
our pre-clinical and clinical study plans, including timing of initiation, scale, expansion, enrollment, results, and conclusion of trials;
●
achieving regulatory approvals;
●
receipt of future funding from the Israel Innovation Authority, or IIA, the European Union’s Horizon programs, the National Institutes of Health, or NIH, as well as grants from other independent third parties;
●
developing capabilities for new clinical indications of placenta expanded, or PLX, cells and new products;
●
our expectation to solve medicine’s unmet needs and demonstrate a real-world impact and value from our pipeline, technology platform and commercial-scale manufacturing capacity;
●
the possible impacts of cybersecurity incidents on our business and operations;
●
our expectations regarding our short- and long-term capital requirements;
●
our outlook for the coming months and future periods, including but not limited to our expectations regarding future revenue and expenses;
●
information with respect to any other plans and strategies for our business; and
●
general market, political and economic conditions in the countries in which we operate including those related to recent unrest in the Middle East and armed conflict between Israel and Hamas, Hezbollah and other terrorist organizations from the Gaza Strip and Lebanon.
15
Our business and operations
are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report.
In addition, historic results
of scientific research and development, clinical and preclinical trials do not guarantee that the conclusions of future research and development
or trials would not suggest different conclusions. Also, historic results referred to in this periodic report would be interpreted differently
in light of additional research, development, clinical and preclinical trials results. Except as required by law, we undertake no obligation
to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect
our business is described under the heading “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal
year ended June 30, 2023, or the 2023 Annual Report, as well as Item 1A of this Quarterly Report. Readers are also urged to carefully
review and consider the various disclosures we have made in that report.
As used in this Quarterly
Report on Form 10-Q, the terms “we”, “us”, “our”, the “Company” and “Pluri”
mean Pluri Inc. and our wholly owned subsidiaries, Pluri Biotech Ltd. and Pluristem GmbH, and our subsidiary Ever After Foods Ltd., or
Ever After, unless otherwise indicated or as otherwise required by the context.
All references to common shares, or price per common
share, in this Quarterly Report on Form 10-Q, reflect the 1-for-8 reverse stock split effectuated by us on April 1, 2024.
Overview
We are a biotechnology company
with an advanced cell-based technology platform. We have developed a unique three-dimensional, or 3D, technology platform for cell expansion
with an industrial scale in-house Good Manufacturing Practice, or GMP, cell manufacturing facility. We are utilizing our technology in
the field of regenerative medicine, food tech, Contract Development and Manufacturing Organization, or CDMO, and agtech and plan to utilize
it in industries and verticals that have a need for our mass scale and cost-effective cell expansion platform.
Our operations are focused
on the research, development and manufacturing of cells and cell-based products, and business development of cell therapeutics and cell-based
technologies and cell-based products.
Cell Therapy
We use our advanced cell-based
technology platform in the field of regenerative medicine to develop placenta-based cell therapy product candidates for the treatment
of inflammatory, muscle injuries and hematologic conditions. Our PLX cells are adherent stromal cells that are expanded using our 3D platform. Our
PLX cells can be administered to patients off-the-shelf, without blood or tissue matching or additional manipulation prior to administration.
PLX cells are believed to release a range of therapeutic proteins in response to the patient’s condition.
In the pharmaceutical area,
we have focused on several indications utilizing our product candidates, including, but not limited to, muscle recovery following surgery
for hip fracture, incomplete recovery following bone marrow transplantation, critical limb ischemia, or CLI, Chronic Graft versus Host
Disease and a potential treatment for Hematopoietic Acute Radiation Syndrome, or H-ARS. Some of these studies have been completed while
others are still ongoing. We believe that each of these indications is a severe unmet medical need.
In July 2023, we announced
that we signed a three-year $4.2 million contract with the U.S. National Institute of Allergy and Infectious Diseases, or NIAID, which
is part of the NIH. Under such contract, we will collaborate with the U.S. Department of Defense’s Armed Forces Radiobiology Research
Institute, or AFRRI, and the Uniformed Services University of Health Sciences, or USUHS, in Maryland, U.S.A., to further advance the development
of our PLX-R18 cell therapy as a potential novel treatment for H-ARS, a deadly disease that can result from nuclear disasters and radiation
exposure.
16
In April 2024, we unveiled
a novel method for expansion of immune cells using proprietary technology and announced we were granted a new U.S. patent titled, “System
and Methods for Immune Cells Expansion and Activation in Large Scale”. This innovative approach ensures that the produced immune
cells retain their integrity, functionality, and therapeutic efficacy, thus offering a promising solution to meet the escalating demand
for advanced cell-based therapies for immune disorders and neurodegenerative diseases.
In May 2024, we launched a novel immunotherapy platform based on Placental
Mucosal Associated Invariant T, or MAIT, cell for solid tumors – a significant medical need which currently lacks effective treatments.
We believe that our MAIT platform, isolated from the human placenta , offers substantial potential
benefits compared to conventional T cells. Our MAIT cells are potent effector cells, potentially targeting tumors through multiple mechanisms
while expressing high levels of various chemokine receptors, which facilitate their migration directly to tumor sites. Furthermore, unlike
conventional T cells typically collected from peripheral blood, our MAIT cells demonstrate a lower alloreactivity profile. This characteristic
not only minimizes their likelihood of inducing Graft versus Host Disease (GvHD) - a significant advantage over other potential allogeneic
products - but also suggests that they may persist in the body for a longer duration, enhancing their therapeutic efficacy.
PluriCDMO™
On January 8, 2024, we
announced that we are launching a new business division offering cell therapy manufacturing services as a CDMO: PluriCDMO™. PluriCDMO™
offers services relating to early preclinical development, through late-stage clinical trials and commercialization, with a mission to
deliver high-quality, essential therapies to patients.
AgTech
On
January 23, 2024, we announced that we are launching cell-based coffee business activity through a new business vertical, PluriAgtech.
PluriAgtech’s new cell-based coffee business activity is leveraged by Pluri’s 3D cell expansion and has been developed to
address the growing global demand for sustainable, high-quality coffee at mass scale production.
We
signed an innovative proof of concept collaboration with ICL Group, a leading global specialty minerals company, to revolutionize bio
stimulant delivery and enhance yield sustainably.
In
March 2024, we announced an important expansion to our intellectual property portfolio with a new patent approval from the Israel Patent
Office, that is designed to reshape the agricultural technology landscape. The patent represents a major breakthrough in our proprietary
3D bioreactor technology, enabling efficient cultivation of plant cells across various applications, from sustainable agriculture to
critical healthcare solutions.
Food Tech
On January 5, 2022, we signed
definitive collaboration agreements with Tnuva Food Industries – Agricultural Cooperative in Israel Ltd., through its fully owned
subsidiary, Tnuva Food-Tech Incubator (2019), Limited Partnership, or Tnuva. Under the definitive collaboration agreements, or the Joint
Venture Agreement, we established a new company, Ever After, with the purpose of developing cultivated meat products of all types and
kinds. Ever After is engaged in the development, manufacturing and commercialization of technology, know-how and products that will be
based on licensed products relating to the field of cultivated meat.
Our joint venture successfully
completed proof of concept in its development of cultivated meat based on our cell-based technology platform. Ever After is also using
PluriMatrix for producing cultivated meat.
17
RESULTS OF OPERATIONS – THREE AND NINE
MONTHS ENDED MARCH 31, 2024 COMPARED TO THREE AND NINE MONTHS ENDED MARCH 31, 2023.
Revenues
Revenues for each of the nine-month
and three-month periods ended March 31, 2024 were $230,000 and $71,000, respectively, as compared to $176,000 and $87,000, respectively,
during the nine-month and three-month periods ended March 31, 2023. Revenues for the nine-month and three-month periods ended March 31,
2024 were mainly related to services provided to CDMO clients and revenues related to a proof of concept collaboration with ICL Group
in the agtech field. Revenues for the nine-month and three-month periods ended March 31, 2023 were mainly related to our collaboration
in the biologic field. The increase in revenues is mainly attributed to the launch of new business verticals, specifically in the CDMO
and agtech field.
Research and Development Expenses, Net
Research and development,
or R&D, expenses, net (costs less participation by the IIA, Horizon Europe and the NIAID) for the nine-month period ended March 31,
2024 decreased by 26% from $12,223,000 for the nine-month period ended March 31, 2023 to $9,051,000. The decrease is mainly attributed
to: (1) a decrease in clinical studies expenses following the completion of our CLI, COVID-19 and muscle regeneration following hip fracture
clinical studies, (2) a decrease in salaries and related expenses due to the exchange rate differences related to the strength of the
U.S. dollar against the NIS, reduction in head count of 16 R&D employees (91 R&D employees on March 31, 2024, compared to 107
R&D employees on March 31, 2023) and as a result of our cost reduction and efficiency plans and (3) participation grants from the
NIAID contract, partially offset by a decrease in other participation grants, specifically the completion of the Horizon 2020 program.
R&D expenses, net (costs
less participation by the IIA, Horizon Europe and the NIAID) for the three-month period ended March 31, 2024 decreased by 26% from $4,167,000
for the three-month period ended March 31, 2023 to $3,094,000. The decrease is mainly attributed to the same reasons described in the
preceding paragraph.
General and Administrative Expenses
General and administrative
expenses for the nine-month period ended March 31, 2024 decreased by 16% from $8,655,000 for the nine-month period ended March 31, 2023
to $7,303,000 mainly due to: (1) a decrease in salaries and related expenses due to the exchange rate differences relates to the strength
of the U.S. dollar against the NIS and as a result of our cost reduction and efficiency plan, (2) the reduction of our CEO’s salary,
whereby he waived 75% of his salary and converted it to restricted stock units, or RSUs, and options, from January 2023 through December
2023, (3) a decrease in premium expenses related to our directors and officers insurance policy, and (4) a decrease in share-based compensation
expenses related RSU expenses amortization over time.
General and administrative
expenses for the three-month period ended March 31, 2024 decreased by 17% from $3,020,000 for the three-month period ended March 31, 2023
to $2,511,000 mainly due to a decrease in share-based compensation expenses related to employee terminations and RSU expenses amortization
over time, partially offset by increased expenses related to corporate activities such as investor relations and public relations.
Other Financial Income (expenses), net
Other financial income (expenses),
net, changed from ($956,000) in financial expenses for the nine-month period ended March 31, 2023 to $1,290,000 in financial income for
the nine-month period ended March 31, 2024. This change is mainly attributed to a decrease in exchange rate differences expenses related
to the European Investment Bank, or EIB, loan following fluctuation between the U.S. dollar against the EURO, exchange rates income related
to NIS deposits following the strength of the U.S. dollar against the NIS, and from increased income related to interest on deposits,
due to an increase in interest rates and income from hedging transactions.
Other financial income (expenses),
net, changed from ($441,000) in financial expenses for the three-month period ended March 31, 2023 to $362,000 in financial income for
the three-month period ended March 31, 2024. This change is mainly attributable to a reduction in exchange rate differences expenses related
to the EIB loan following fluctuation between the U.S. dollar against the EURO, and increased income related to interest on deposits,
due to an increase in interest rates.
18
Interest Expenses
Interest expenses related
to our outstanding loan received from the EIB and all changes during the nine-month and three-months periods ended March 31, 2024 versus
March 31, 2023 are attributable solely to exchange rate differences of Euro versus the U.S. dollar.
Net Loss
Net loss for the nine-month
and three-month periods ended March 31, 2024 was $15,482,000 and $5,390,000, respectively, as compared to net loss of $22,281,000 and
$7,758,000 for the nine-month and three-month periods ended March 31, 2023. The decrease was due to a decrease in general and administrative
expenses and R&D expenses, as part of the implementation of our business strategy, our efforts to reduce costs pursuant to an efficiency
plan, and due to an increase in income due to the launch of new businesses such as CDMO and agtech. Net loss per share attributed to shareholders
for the nine-month and three-month periods ended March 31, 2024 was $2.92 and $1.01, respectively, as compared to $5.04 and $1.52 for
the nine-month and three-month periods ended March 31, 2023. We had net loss attributed to our non-controlling interest in Ever After
for the nine-month and three-month periods ended March 31, 2024 of $323,000 and $97,000, respectively.
For the nine-month and three-month
periods ended March 31, 2024 and 2023, we had weighted average common shares outstanding of 5,193,808, 5,221,162 and 4,402,130, 4,993,451,
respectively, which were used in the computations of net loss per share for the nine-month and three-month periods.
The increase in weighted average
common shares outstanding reflects the issuance of additional shares pursuant to a private placement offering we conducted in December
2022, or the December 2022 Private Placement, and the issuance of additional shares upon the vesting of RSUs and restricted shares issued
to directors, employees and consultants.
Liquidity and Capital Resources
As of March 31, 2024, our
total current assets were $27,367,000 and total current liabilities were $4,526,000. On March 31, 2024, we had a working capital surplus
of $22,841,000, total equity of $1,845,000, out of which $2,201,000 is attributed to the non-controlling interest in Ever After, and an
accumulated deficit of $414,743,000.
Our cash and cash equivalents
as of March 31, 2024 amounted to $7,081,000, compared to $3,677,000 as of March 31, 2023, and compared to $5,360,000 as of June 30, 2023.
Cash balances changed in the nine months ended March 31, 2024 compared to the nine months ended March 31, 2023 for the reasons presented
below.
Net cash used for operating
activities was $13,708,000 in the nine months ended March 31, 2024, compared to $19,960,000 in the nine months ended March 31, 2023. The
decrease is mainly attributed to a decrease in net loss following the completion of clinical studies and the implementation of our cost
reduction and efficiency plan, including a temporary reduction in the scope of roles and salaries of executive officers. Cash used in
operating activities in the nine months ended March 31, 2024 and 2023 consisted primarily of payments to suppliers, subcontractors, professional
services providers and consultants, and payments of salaries to our employees, partially offset by grants from the IIA, the Horizon Europe
program, and funds received from the NIAID contract.
Investing activities provided
cash of $15,389,000 in the nine months ended March 31, 2024, compared to cash provided of $5,374,000 for the nine months ended March 31,
2023. The investing activities in the nine-month period ended March 31, 2024 and March 31, 2023 consisted primarily of the withdrawal
of short-term deposits, net of $15,702,000 and $5,539,000, respectively.
19
We had no financing activities
in the nine months ended March 31, 2024. The cash provided in the nine months ended March 31, 2023 by financing activities was related
to net proceeds of $8,034,000 related to issuances of common shares and warrants, net of issuance cost that were paid in cash, in the
December 2022 Private Placement.
Between December 13, 2022
and December 27, 2022, we entered into a series of securities purchase agreements with several purchasers for an aggregate of 1,019,488
common shares and warrants, or the Warrants, to purchase up to 1,019,488 common shares. On December 13, 2022, we executed securities purchase
agreements to sell, at a purchase price of $8.24 per share, up to 697,486 common shares and Warrants to purchase up to 697,486 common
shares, with an exercise price of $8.24 per share and a term of three years. On December 14, 2022, we executed securities purchase agreements
to sell, at a purchase price of $8.40 per share, up to 258,565 common shares and Warrants to purchase up to 258,565 common shares, with
an exercise price of $8.40 per share and a term of three years. On December 15, 2022, we executed securities purchase agreements to sell,
at a purchase price of $8.48 per share, up to 29,688 common shares and Warrants to purchase up to 29,688 common shares, with an exercise
price of $8.48 per share and a term of three years. On December 19, 2022, we executed a securities purchase agreement to sell, at a purchase
price of $8.72 per share, up to 16,875 common shares and Warrants to purchase up to 16,875 common shares, with an exercise price of $8.72
per share and a term of three years. On December 27, 2022, we executed a securities purchase agreement to sell, at a purchase price of
$8.96 per share, up to 16,875 common shares and Warrants to purchase up to 16,875 common shares, with an exercise price of $8.96 per share
and a term of three years. The Company issued 1,019,488 common shares and warrants that relate to the December 2022 Private Placement
and received $8,034,000 as of that date net of $435,000 from issuance expenses.
The Warrants sold in the December
2022 Private Placement were exercisable upon the later of six months from their issuance date, or from the date we increased our authorized
shares. On April 27, 2023, our shareholders approved an amendment to our articles of incorporation to increase the number of authorized
common shares from 7,500,000 shares to 37,500,000 shares and such increase was effectuated on May 1, 2023 when the Company filed its amendment
to its articles of incorporation reflecting such increase. As such, the Warrants became exercisable on May 1, 2023.
On December 14, 2022, Yaky
Yanay, our Chief Executive Officer, agreed to forgo, starting January 1, 2023, $375,000 of his annual cash salary for the next twelve
months in return for equity grants, issuable under our existing equity compensation plans. In that regard, we granted Mr. Yanay (i) 41,853
RSUs, vesting ratably each month, and (ii) options to purchase 41,853 common shares, vesting ratably each month, with a term of 3 years,
at an exercise price of $8.96 per share. In addition, the Board of Directors also agreed to grant Mr. Yanay options to purchase 187,500
common shares, with a term of 3 years, with the following terms: (i) options to purchase 62,500 common shares at an exercise price of
$12.48 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023, (ii) options to purchase 62,500 common shares at
an exercise price of $16.64 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023, and (iii) options to purchase
62,500 common shares at an exercise price of $20.8 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023. All options
were granted in January 2023 and will expire three years from the later of the vesting date or the date which the Company increased its
authorized share capital.
In
December 2023, in light of the ongoing conflict in Israel and challenges in predicting its resolution and the subsequent impact on the
Company’s operations, and in order to ensure the Company’s financial stability, the Board approved, at the recommendation
of the Company’s management, (i) a 20% monthly cash salary reduction in the amount of 39,600 NIS to Mr. Yanay, our Chief Executive
Officer, or CEO, for the months of January 2024 and February 2024, (ii) a 20% cash salary reduction in the amount of 39,000 NIS to Mrs.
Franco – Yehuda, our Chief Financial Officer, or CFO, for the months of December 2023, January 2024 and February 2024, and (iii)
a 20% monthly fee reduction to the fees that are paid to each of the Company’s directors for the months of December 2023 through
February 2024.
20
In April 2020, we and
our subsidiaries, Pluri Biotech Ltd. and Pluristem GmbH, executed the EIB Finance Agreement for non–dilutive funding of up to €50
million in the aggregate, payable in three tranches. The proceeds from the EIB Finance Agreement were intended to support our research
and development in the European Union to further advance our regenerative cell therapy platform, and to bring the products in our pipeline
to market. The term of the project was three years commencing on January 1, 2020.
During June 2021, we received
the first tranche in the amount of €20 million pursuant to the EIB Finance Agreement. The amount received is due to be repaid on
June 1, 2026 and bears annual interest of 4% to be paid together with the principal of the loan. As of March 31, 2024, the interest accrued
was in the amount of €2,263,000. In addition to the interest payable, the EIB is also entitled to royalty payments, pro-rated to
the amount disbursed from the EIB loan, on the Company’s consolidated revenues beginning in the fiscal year 2024 up to and including
its fiscal year 2030, in an amount equal to up to 2.3% of the Company’s consolidated revenues below $350 million, 1.2% of the Company’s
consolidated revenues between $350 million and $500 million and 0.2% of the Company’s consolidated revenues exceeding $500 million.
As the project term ended on December 31, 2022, we do not expect to receive additional funds pursuant to the EIB Finance Agreement.
According to the IIA grant
terms, we are required to pay royalties at a rate of 3% on sales of products and services derived from technology developed using this
and other IIA grants until 100% of the dollar-linked grants amount plus interest are repaid. In the absence of such sales, no payment
is required. Through March 31, 2024, total grants obtained from the IIA aggregated to approximately $27,925,000 and total royalties paid
and accrued amounted to $179,000.
In
June 2020, we announced that we were selected as a member of the CRISPR-IL consortium, a group funded by the IIA. CRISPR-IL brings together
the leading experts in life science and computer science from academia, medicine, and industry, to develop Artificial Intelligence, or
AI, based end-to-end genome-editing solutions. These next-generation, multi-species genome editing products for human, plant, and animal
DNA, have applications in the pharma, agriculture, and aquaculture industries. CRISPR-IL is funded by the IIA with a total budget of approximately
$10,000,000 of which, an amount of approximately $480,000 was a direct grant allocated to us, for the initial period of 18 months. During
October 2021, we received an approval for an additional grant of approximately $583,000 from the IIA pursuant to the CRISPR-IL consortium
program, for an additional period of eighteen months. During January 2023, we received approval for an extension of an additional 2 months
to finish the program until June 30, 2023. The CRISPR-IL consortium program does not include any obligation to pay royalties.
Through
March 31, 2024, we received total grants of approximately $775,000 in cash from the IIA pursuant to the CRISPR-IL consortium program and
we expect to receive an additional $250,000; no amount was received during the three months ended March 31, 2024.
On
September 6, 2022, we announced that a €7.5 million non-dilutive grant from the European Union’s Horizon program was awarded
to Advanced PeRsOnalized Therapies for Osteoarthritis (PROTO), an international collaboration led by Charité Berlin Institute of
Health Center for Regenerative Therapies. The goal of the PROTO project is to utilize our PLX-PAD cells in a Phase I/IIa study for the
treatment of mild to moderate knee osteoarthritis. An amount of approximately Euro 500,000 (approximately $540,000) will be a direct grant
that will be allocated to us. Through March 31, 2024, we received a payment of approximately $185,000 in cash, which relates to the PROTO
program.
The
Phase I/II study will be carried out by Charité, together with us and other members of the international consortium under the leadership
of Professor Tobias Winkler, Principal Investigator, at the Berlin Institute of Health Center of Regenerative Therapies, Julius Wolff
Institute and Center for Musculoskeletal Surgery. The initiation of the PROTO clinical study is subject to regulatory approval which has
not yet been received.
21
On
July 11, 2023, we signed a three-year $4,200,000 contract with the NIAID, which is part of the NIH. We will collaborate with the U.S.
Department of Defense’s, or DoD’s, AFRRI and USUHS to further advance the development of our PLX-R18 cell therapy as a potential
novel treatment for H-ARS. H-ARS is a deadly disease that can result from nuclear disasters and radiation exposure. The period of performance
of this contract will be from July 1, 2023 through June 30, 2024, which may be extended for an additional two-year period. As of March
31, 2024, we have received from the NIAID approximately $790,000 and as of March 31 2024 we expect to receive an additional amount of
approximately $162,000 for activities conducted by that date.
On February 13, 2024, we entered
into a sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., as agent, pursuant to which we may issue
and sell our common shares having an aggregate offering price of up to $10,000,000, from time to time through A.G.P. As of May 9, 2024,
we have sold an aggregate of 42,729 common shares pursuant to the Sales Agreement at an average price of $5.93 per share.
We have an effective
Form S-3 registration statement (File No. 333-273347), filed under the Securities Act of 1933, as amended, with the SEC using a “shelf”
registration process. Under this shelf registration process, we may, from time to time, sell our common shares, preferred stock and warrants
to purchase common shares, and of two or more of such securities, in one or more offerings for an aggregate initial offering price of
$200,000,000 (including amounts sold under the Sales Agreement).
The currency of our financial
portfolio is mainly in U.S. dollars and we use options contracts and other financial instruments in order to hedge our exposures to currencies
other than the U.S. dollar. For more information, please see Item 7A. - “Quantitative and Qualitative Disclosures about Market Risk”
in the 2023 Annual Report.
Outlook
We have accumulated a deficit
of $414,743,000 since our inception in May 2001. We do not expect to generate any significant revenues from sales of products in the next
twelve months. We expect to generate revenues, from collaborations and sales of licenses to use our technology or products, but in the
short and medium terms these will unlikely exceed our costs of operations.
We may be required to obtain
additional liquidity resources in order to support the commercialization of our products and technology and maintain our research and
development activities.
We are continually looking
for sources of funding, including non-diluting sources such as collaboration with other companies via licensing agreements, service agreements
under our CDMO business, joint venture and partnerships, R&D contracts such as our agreement with the NIAID, research grants such
as the IIA grants and the European Union grant, and sales of our common shares.
We believe that we have sufficient cash to fund our operations for
at least the next twelve months.
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