EX-99.1 2 f6k072619ex99-1_enlivex.htm UNAUDITED HISTORICAL FINANCIAL INFORMATION FOR ENLIVEX AS OF JUNE 30, 2019 AND DECEMBER 31, 2018 AND FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018

Exhibit 99.1 

 

ENLIVEX THERAPEUTICS LTD.

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF JUNE 30, 2019 AND DECEMBER 31, 2018

AND FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2019 AND 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ENLIVEX THERAPEUTICS LTD.

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF JUNE 30, 2019 AND DECEMBER 31, 2018

AND FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2019 AND 2018

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

  Page
   
Condensed Consolidated Balance Sheets F-1
   
Condensed Consolidated Statements of Operations and Comprehensive Loss F-2
   
Condensed Consolidated Cash Flow Statements F-3
   
Notes to the Condensed Consolidated Financial Statements F-4

 

 

 

 

ENLIVEX THERAPEUTICS LTD.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

 

  

June 30,
2019

   December 31,
2018
 
   (Unaudited)     
ASSETS        
Current Assets:        
Cash and cash equivalents (note 3)  $14,548   $9,736 
Short term deposits   41    40 
Prepaid expenses   738    288 
Cash held for CVR holders (note 1a)   1,500    - 
Other receivables   751    213 
Receivables for the sale of Trehalose (note 1a)   2,000    - 
Total Current Assets   19,578    10,277 
Non-Current Assets          
Restricted cash   60    56 
Long-term prepaid expenses   5    16 
Property and equipment, net (note 4)   758    685 
Other assets (note 6)   428    - 
Total Non-Current Assets   1,251    757 
Total Assets  $20,829   $11,034 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities          
Accounts payable trade  $321   $173 
Accrued expenses and other liabilities (notes 5, 6)   1,364    722 
CVR holders (note 1a.)   3,500    - 
Related parties   14    13 
Total Current Liabilities   5,199    908 
Non-Current Liabilities          
Retirement benefit obligations   7    6 
Other long-term Liabilities (note 6)   262    222 
Warrants (note 8)   -    192 
Total Non-Current Liabilities   269    420 
           
TOTAL LIABILITIES   5,468    1,328 
SHAREHOLDERS' EQUITY (note 8)          
Ordinary shares of NIS 0.4 ($0.11) par value as of March 31, 2019 and December 31, 2018: Authorized: 45,000,000 and 11,861,073 shares; Issued and outstanding: 10,113,707 and 3,509,405 shares   1,126    396 
Series A Preferred Stock, NIS 0.4 ($0.11) par value as of March 31, 2019 and December 31, 2018: Authorized: none and 3,146,815 shares; issued and outstanding: none and 3,059,730 shares   -    309 
Series B Preferred Stock, NIS 0.4 ($0.11) par value as of March 31, 2019 and December 31, 2018: Authorized: none and 3,485,703 shares; Issued and outstanding: none and 1,373,804 shares   -    156 
Series C Preferred Stock, NIS 0.4 ($0.11) par value as of March 31, 2019 and December 31, 2018: Authorized: none and 3,146,815 shares; Issued and outstanding: none and 525,171 shares   -    59 
Additional paid in capital   36,367    27,326 
Foreign currency translation adjustments   (1,717)   (2,251)
Accumulated deficit   (20,415)   (16,289)
TOTAL SHAREHOLDERS' EQUITY   15,361    9,706 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $20,829   $11,034 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F-1

 

 

ENLIVEX THERAPEUTICS LTD.

        

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNADITED)

U.S. dollars in thousands (except share and per share data)

 

   For the three months ended   For the six months ended 
   June 30,   June 30, 
   2019   2018   2019   2018 
                 
Revenues  $-   $-   $-   $- 
Operating expenses:                    
Research and development expenses   696    668    2,274    1,586 
General and administrative expenses   601    180    1,385    404 
    1,297    848    3,659    1,990 
                     
Operating loss   (1,297)   (848)   (3,659)   (1,990)
                     
Financial income   38    320    93    436 
Financial expenses   (202)   (3)   (560)   (1)
                     
Net (loss)   (1,461)   (531)   (4,126)   (1,555)
                     
Other comprehensive (loss)                    
Exchange differences arising from translating financial statements from functional to presentation currency   234    (272)   534    (373)
Total other comprehensive (loss)   234    (272)   534    (373)
Total comprehensive (loss)  $(1,227)  $(803)  $(3,592)  $(1,928)
                     
Basic & diluted (loss) per share  $(0.14)  $(0.34)  $(0.62)  $(0.52)
Weighted average number of shares outstanding   10,108,265    3,509,344    7,021,027    3,509,344 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F-2

 

 

ENLIVEX THERAPEUTICS LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNADITED)

U.S. dollars in thousands

 

   For the six months ended
June 30,
 
   2019   2018 
Cash flows from operating activities        
Net (loss)  $(4,126)  $(1,555)
Adjustments required to reflect net cash used in operating activities:          
Income and expenses not involving cash flows:          
Depreciation   95    55 
Share-based compensation   643    43 
Changes in values of warrants exercisable into shares liability   50    (4)
Changes in operating asset and liability items:          
Decrease (increase) in prepaid expenses   27    (5)
Decrease (increase) in other receivables   (359)   8 
(Decrease) increase in accounts payable trade   127    36 
(Decrease) increase in accrued expenses and other liabilities   199    26 
(Decrease) increase in related parties   -    (1)
Net cash (used in) operating activities   (3,344)   (1,397)
           
Cash flows from investing activities          
Purchase of property and equipment   (132)   (181)
Net cash received in the issuance of shares for the net assets of Bioblast Pharma Ltd.   44      
Net cash (used in) investing activities   (88)   (181)
           
Cash flows from financing activities          
Proceeds from issuance of shares net of $655 issuance expenses   7,706    - 
Proceeds from exercise of options   4    - 
Net cash (used in) provided by financing activities   7,710    - 
           
Increase (decrease) in cash and cash equivalents   4,278    (1,578)
Cash and cash equivalents - beginning of year   9,736    9,005 
Exchange rate differences on cash and cash equivalents   534    (396)
Cash and cash equivalents - end of period  $14,548   $7,031 
           
Non-cash transactions:          
Conversion of preferred stock to ordinary shares   525    - 
Conversion of 6% preference on preferred stock to ordinary shares  $2,071      
Issuance of ordinary shares upon exercise of warrants  $249   $- 
Issuance of shares in connection with merger  $47   $- 
Assets acquired excluding cash and cash equivalents   4,132    - 
Less - liabilities assumed   (3,532)   - 
Net assets acquired excluding cash and cash equivalents  $600   $- 
           
Supplemental disclosures of cash flow information:          
Cash paid for taxes  $-   $- 
Cash received for interest  $93   $55 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F-3

 

 

ENLIVEX THERAPEUTICS LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2019 (UNAUDITED)

U.S. dollars in thousands

 

NOTE 1 - GENERAL

 

a.Enlivex Therapeutics Ltd. (the "Parent” and, including its consolidated subsidiaries, “we”, “us”, “our” or the “Company”) was originally incorporated on January 22, 2012 under the laws of the State of Israel as Bioblast Pharma Ltd.

 

In January 2015, Bioblast Pharma Inc. was established in the State of Delaware as a wholly owned subsidiary of the Parent (the “Subsidiary”).

 

On March 26, 2019, upon consummation of a merger transaction between the Parent and Enlivex Therapeutics R&D Ltd., ("Enlivex R&D", formerly known as Enlivex Therapeutics Ltd.), whereby Enlivex R&D merged with Treblast Ltd. (a subsidiary of the Parent) with Enlivex R&D remaining as the surviving entity in the merger (the “Merger”), the Parent changed its name to Enlivex Therapeutics Ltd.

 

The Company is a clinical-stage biotechnology company. Enlivex R&D was incorporated in September 2005 under the laws of the State of Israel and has been engaged since inception in the development of an allogeneic drug pipeline for immune system rebalancing. Immune system rebalancing is critical for the treatment of life-threatening immune and inflammatory conditions, which involve the hyper-expression of cytokines (Cytokine Release Syndrome) and for which there are no U.S. Food and Drug Administration (“FDA”) approved treatments, as well as treating solid tumors via modulating immune-checkpoint rebalancing. The Company’s innovative immunotherapy candidate, Allocetra™, is a novel immunotherapy candidate based on a unique mechanism of action that targets clinical indications that are defined as “unmet medical needs,” such as preventing or treating complications associated with bone marrow transplants (“BMT”) and/or hematopoietic stem cell transplants (“HSCT”), sepsis and acute multiple organ failure. The Company also intends to develop its cell-based therapy to be combined with currently effective treatments of solid tumors via immune checkpoint rebalancing to increase the efficacy of various anti-cancer therapies, including Chimeric Antigen Receptor T-Cell Therapy (“CAR-T”) and therapies targeting T-Cell Receptor Therapy (“TCR”). The Company’s development is based on the discoveries of Professor Dror Mevorach, an expert on clearance of dying (apoptotic) cells, in his laboratory in the Hadassah University Hospital ("Hadassah") located in the State of Israel.

 

At the closing of the Merger, the Parent, Enlivex R&D, the Parent's pre-Merger CEO - as representative of the pre-Merger Parent's stockholders, and a rights agent entered into a Contingent Value Rights Agreement (the “CVR Agreement”). Pursuant to the CVR Agreement, the Parent's stockholders immediately prior to the Merger received one CVR for each of the Parent's’ ordinary shares held of record immediately prior to the closing of the Merger. Each CVR represents the right to receive payments based on the Parent's pre-Merger clinical development programs. CVR holders are entitled to receive 100% of any payments up to $20,000 received and 50% of any subsequent consideration in excess of such amount, in each case, net of all related transaction expenses.

 

On February 19, 2019 the Parent sold its pre-Merger clinical development programs for "Trehalose" to Seelos Therapeutics, Inc. (“Seelos”), a clinical-stage biopharmaceutical company. Under the terms of the agreement between the Parent and Seelos, Seelos paid $1,500 upon closing and will pay additional $2,000 upon the first anniversary of the closing. Seelos has agreed to pay additional milestone payments of up to $17,000 upon completion of the related clinical study and approval of a New Drug Application by the FDA, as well as royalties.

 

The Merger has been treated as a reverse recapitalization of the Parent for financial accounting and reporting purposes. As such, Enlivex R&D is treated as the acquirer and the Parent is treated as the acquired entity for accounting and financial reporting purposes.

 

The Company’s ordinary shares (“Ordinary Shares”) are traded on the Nasdaq Capital Market under the symbol “ENLV”.

 

b.Financial resources

 

The Company devotes substantially all of its efforts toward research and development activities. In the course of such activities, the Company has sustained operating losses and expects such losses to continue for the foreseeable future. The Company has not generated any revenues or product sales and has not achieved profitable operations or positive cash flow from operations. The Company’s accumulated deficit aggregated $20,415 as of June 30, 2019. There is no assurance that profitable operations will ever be achieved, or, if ever achieved, could be sustained on a continuing basis.

 

F-4

 

 

ENLIVEX THERAPEUTICS LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2019 (UNAUDITED)

U.S. dollars in thousands

 

NOTE 1 - GENERAL (cont.)

 

b.Financial resources (cont.)

 

The Company's management plans to finance its operations with issuances of the Company's equity securities and, in the longer term, revenues. There are no assurances, however, that the Company will be successful in obtaining an adequate level of financing needed for its long-term development.

 

The Company's ability to continue to operate in the long term is dependent upon additional financial support.

 

The Company's management and Board of Directors believes that its current cash sources will enable the continuance of the Company’s activities for at least the twelve month period following the date on which these financial statements are issued with no need for additional fundraising. The Company may determine, however, to raise additional capital during such period as its Board of Directors deems prudent.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

a.Basis of presentation: These unaudited consolidated financial statements include the accounts of the Company and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with applicable accounting and SEC reporting rules and regulations.

 

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made.

 

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited annual financial statements and notes thereto included in the Company’s 2018 Annual Report on Form 20-F, as filed with the SEC on April 30, 2019.

 

The results of operations for these interim periods are not necessarily indicative of the operating results for any future period. The December 31, 2018 financial information has been derived from the Company’s audited financial statements.

 

b.Functional currency and translation to the reporting currency

 

The functional currency of the Company is the New Israeli Shekel (“NIS”), which is its local currency.   

 

The financial statements of the Company were translated into U.S. dollars in accordance with ASC 830, "Foreign Currency Matters".  Accordingly, assets and liabilities were translated from NIS to U.S. dollars using period-end exchange rates, equity items were translated at the exchange rates of the date of the equity transaction, and income and expense items were translated at average exchange rates during the period .

 

Gains or losses resulting from translation adjustments (which result from translating an entity’s financial statements into U.S. dollars if its functional currency is other than the U.S. dollar) are reported in other comprehensive income (loss) and are reflected in equity, under “accumulated other comprehensive income (loss)”.

 

Balances denominated in, or linked to foreign currencies are stated on the basis of the exchange rates prevailing at the balance sheet date.  For foreign currency transactions included in the statement of income, the exchange rates applicable on the relevant transaction dates are used.  Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses as applicable.

 

Exchange rate

 

As of June 30, 2019, 1 U.S.$ = 3.566 NIS

As of December 31, 2018, 1 U.S.$ = 3.748 NIS

 

Increase (decrease) of the U.S. $ against the NIS during the period:

 

Three months ended June 30, 2019   (1.82)%
Three months ended June 30, 2018   3.87%
      
Six months ended June 30, 2019   (4.86)%
Six months ended June 30, 2018   5.28%

 

F-5

 

 

ENLIVEX THERAPEUTICS LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2019 (UNAUDITED)

U.S. dollars in thousands

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

c.Leases

 

In accordance with ASU No. 2016-02, Leases (Topic 842), right-of-use (“ROU”) assets represent our right to use the underlying leased assets over the lease term, and lease liabilities represent our obligation to make lease payments arising from the related leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease terms may include options to extend or terminate the lease when we believe it is reasonably certain that we will exercise such options. Operating lease ROU assets are reported in other assets, and operating lease liabilities are reported in accounts payable and accrued liabilities (current), and other long-term liabilities (non-current) in our condensed consolidated balance sheets.

 

Because most of the Company’s leases do not provide an implicit interest rate, the Company generally uses its incremental borrowing rate to determine the present value of lease payments. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term, and the related ROU assets and liabilities are reduced to the present value of the remaining lease payments at the end of each period. Short-term leases (with a term of 12 months or less) are not recorded as ROU assets or liabilities in the consolidated balance sheets. The Company's lease agreements include rental payments that adjust periodically for inflation and do not contain any material residual value guarantees or material restrictive covenants.

 

d.New Accounting Pronouncements Adopted

 

Effective January 1, 2019, the Company adopted changes issued by the Financial Accounting Standards Board (the “FASB”) related to leases. See Note 6 for further explanation related to this adoption, including all newly expanded disclosure requirements.

 

Effective January 1, 2019, the Company adopted changes issued by the FASB related to Stock Compensation. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU simplifies aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation.

 

Pending Accounting Pronouncements

 

In August 2018, the FASB issued new disclosure guidance on fair value measurement. This new guidance modifies the disclosure requirements on fair value measurements, including removal and modifications of various current disclosures as well as some additional disclosure requirements for Level 3 fair value measurements. Some of these disclosure changes must be applied prospectively while others retrospectively depending on requirement. This guidance is required to be adopted by the Company beginning in fiscal year 2020 with early adoption permitted. The Company does not plan to early adopt this guidance. The adoption of these changes is not expected to have an impact on the Company’s consolidated financial statements.

 

NOTE 3 – CASH AND CASH EQUIVALENTS

 

   June 30,   December 31, 
   2019   2018 
   unaudited     
         
Cash held in banks  $1,203   $1,029 
Bank deposits (annual average interest rates 2.27% and 1.81%)   13,345    8,707 
   $14,548   $9,736 

 

F-6

 

 

ENLIVEX THERAPEUTICS LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2019 (UNAUDITED)

U.S. dollars in thousands

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

   June 30,   December 31, 
Property and equipment, net consists of the following:  2019   2018 
   unaudited     
         
Cost:        
Laboratory equipment  $919   $797 
Computers   117    86 
Office furniture & equipment   64    58 
Leasehold improvements   260    228 
    1,360    1,169 
Accumulated depreciation:          
Laboratory equipment   421    331 
Computers   76    62 
Office furniture & equipment   15    13 
Leasehold improvements   90    78 
    602    484 
Depreciated cost  $758   $685 

 

For the three and six months ended June 30, 2019 and 2018, depreciation expenses were $92 and $22, and $95 and $55, respectively.

 

NOTE 5 – ACCRUED EXPENSES AND OTHER LIABILITIES

 

   June 30,   December 31, 
   2019   2018 
   unaudited     
         
Employees and payroll related  $345   $369 
Accrued expenses and other   1,019    353 
           
   $1,364   $722 

 

NOTE 6 – LEASES

 

The Company elected the transition provision provided by ASU no. 2018-11, Leases (Topic 842) that allows entities to continue to apply the legacy guidance in Topic 840, Leases, including its disclosure requirements, in the comparative periods presented in the year of adoption. Accordingly, the Topic 842 disclosures below are presented only as of and for the six-month period ended June 30, 2019.

 

The Company is a party to operating leases for its corporate offices, laboratory space and vehicles. The Company's operating leases have remaining lease terms up to 4.2 years, some of which include options to extend the leases for up to 5 years. On January 1, 2019, the Company recognized $494 of ROU assets and $480 of lease liabilities ($110 short-term and $370 long-term) on the consolidated balance sheet for operating leases, with the difference due to prepaid deposit balances as of December 31, 2018 that reduced the lease liability balance on January 1, 2019.

 

   June 30, 
   2019 
   unaudited 
     
The components of lease expense were as follows:     
Operating leases cost for the six months ended June 30, 2019  $94 
      
Supplemental consolidated cash flow information related to operating leases follows:     
Cash used in operating activities  $94 
Right of use assets obtained in exchange for new operating lease liabilities  $494 

 

F-7

 

 

ENLIVEX THERAPEUTICS LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2019 (UNAUDITED)

U.S. dollars in thousands

 

NOTE 6 – LEASES (cont.)

 

   June 30, 
   2019 
   unaudited 
Supplemental information related to operating leases, including location of amounts reported in the accompanying consolidated balance sheets, follows:    
Other assets - Right-of-use asset  $428 
Accounts payable and accrued liabilities  $148 
Other long-term liabilities   262 
Total operating lease liabilities  $410 
Weighted average remaining lease term in years   3.75 
Weighted average annual discount rate   5%
      
Maturities of operating lease liabilities as of June 30, 2019, were as follows:     
2019  $148 
2020   110 
2021   80 
2022   68 
2023   4 
Thereafter   - 
Total lease payments  $410 

 

NOTE 7 – COMMITMENTS AND CONTINGENT LIABILITIES

 

Obligation to pay royalties to the State of Israel

 

The Company is required to pay royalties to the State of Israel (represented by the Israel Innovation Authority), computed on the basis of proceeds from the sale or license of products the development of which was supported by State grants.

 

These royalties are generally 3% - 5% of sales until repayment of 100% of the grants (linked to the U.S dollar) received by the Company plus annual interest at the LIBOR rate.

 

The Company’s aggregate contingent obligation to pay as of June 30, 2019 was approximately $4,864, which represented the gross amount of grants actually received by the Company from the Israel Innovation Authority to such date, including accrued interest.

 

In January 2019, the Company submitted a new grant application to the Israel Innovation Authority for funding of its clinical development program of prevention of cytokine storm and organ dysfunction associated with sepsis . On April 16, 2019, the Company's application for grants at 50% participation of a NIS 7,668 ($2,150) plan to be executed in Israel was approved by the Israel Innovation Authority. The plan was approved for a period commencing January 1, 2019 and ending December 31, 2019.

 

As of June 30, 2019, the Company had not paid any royalties to the Israel Innovation Authority.

 

NOTE 8 – EQUITY

 

The Company was a party to a merger agreement consummated on March 26, 2019, as described in footnote 1 to these unaudited consolidated financial statements. Upon consummation of the Merger:

 

a.All outstanding preferred stock with all accrued and unpaid dividends thereon of approximately $2,070 and all outstanding warrants of the Company were converted into 5,499,896 Ordinary Shares.

 

b.The Company incurred direct Merger-related costs totaling $652, which were recorded as a reduction to additional paid in capital in the Company’s condensed consolidated balance sheet.

 

c.In connection with the Merger, the Company entered into substantially identical securities purchase agreements with certain private investors (the “Investors”), pursuant to which the Investors agreed to purchase an aggregate of 682,631 Ordinary Shares for a purchase price of $12.25 per share, totaling $8,362.

 

F-8

 

 

ENLIVEX THERAPEUTICS LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2019 (UNAUDITED)

U.S. dollars in thousands

 

NOTE 9 – SHARE-BASED COMPENSATION

 

In March 2019, the Company approved an increase in the number of shares authorized under the 2014 Equity Incentive Plan by 500,000 Ordinary Shares to a total of 2,350,704.

 

In June 2019, the Company adopted its Global Share Incentive Plan (2019) (the “2019 Equity Incentive Plan”) under which, all shares remaining available for future grant under the 2014 Equity Incentive Plan, shall be deemed reserved for issuance with respect to awards that will be granted under the 2019 Equity Incentive Plan.

 

Options granted under the Equity Incentive Plans and agreements vest over a period of four years and expire ten years following the date of grant. Upon termination of the optionee’s employment or other relationship with the Company, options cease vesting and options are forfeited. Ordinary Shares underlying options that are canceled or not exercised within the option term become available for future grant under the 2019 Equity Incentive Plan.

 

a)Employees' and directors stock options

 

The following table contains additional information concerning options granted to employees and directors under the existing stock-option plans:

 

   Three months ended   Six months ended 
   June 30, 2019   June 30, 2019 
  

Number

of options

  

Weighted

average

exercise price

  

Number

of options

  

Weighted

average

exercise price

 
Outstanding at beginning of period   1,082,443   $4.81    1,083,023   $4.75 
Granted   -   $-    2,421   $12.21 
Forfeited and expired   (6,292)  $7.23    (8,071)  $0.91 
Exercised   -   $-    (1,222)  $3.39 
Outstanding at end of  period   1,076,151   $4.79    1,076,151   $4.79 
Exercisable at end of  period   537,831   $3.61    537,831   $3.61 

 

Following is a summary of changes in non-vested shares granted to employees and directors:

 

   Three months ended   Six months ended 
   June 30, 2019   June 30, 2019 
  

Number

of options

  

Weighted

average

exercise price

  

Number

of options

  

Weighted

average

exercise price

 
Balance at beginning of the period   544,612   $6.02    625,302   $5.58 
Granted   -   $-    2,421   $12.21 
Vested during the year   -   $-    (81,332)  $3.22 
Forfeited during the year   (6,292)  $7.23    (8,071)  $0.91 
Balance at the end of the period   538,320   $6.08    538,320   $6.08 

 

As of June 30, 2019, the total unrecognized estimated compensation cost related to outstanding non-vested employees' stock options was $1,085, which is expected to be recognized over a weighted average period of 2.25 years.

 

F-9

 

 

ENLIVEX THERAPEUTICS LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2019 (UNAUDITED)

U.S. dollars in thousands

 

NOTE 9 – SHARE-BASED COMPENSATION (cont.)

 

b)Consultants' stock options

 

The following table contains additional information concerning options granted to consultants under the existing stock-option plans:

 

   Three months ended   Six months ended 
   June 30, 2019   June 30, 2019 
  

Number

of options

  

Weighted

average

exercise price

  

Number

of options

  

Weighted

average

exercise price

 
Outstanding at beginning of  period   733,895   $5.55    718,395   $3.72 
Pre-merger Bioblast options   -   $-    15,500   $90.16 
Outstanding at end of  period   733,895   $5.55    733,895   $5.55 
Exercisable at end of  period   591,683   $5.26    591,683   $5.26 

 

Following is a summary of changes in non-vested shares granted to consultants:

 

   Three months ended   Six months ended 
   June 30, 2019   June 30, 2019 
  

Number

of options

  

Weighted

average

exercise price

  

Number

of options

  

Weighted

average

exercise price

 
Balance at beginning of the period   142,212   $6.29    149,474   $6.20 
Vested during the year   -   $-    (7,262)  $6.22 
Balance at the end of the period   142,212   $6.29    142,212   $6.29 

 

As of June 30, 2019, the unrecognized estimated compensation cost related to outstanding non-vested consultants' stock options was $501 which is expected to be recognized over a weighted average period of 1.75 years.

 

c)Set forth below is data regarding the range of exercise prices and remaining contractual life for all options outstanding at June 30, 2019:

 

exercise price  

Number of options

outstanding

  

Remaining contractual

Life (in years)

   Intrinsic Value of Options Outstanding   No. of options exercisable 
$1.86    533    0.55   $10    533 
$2.69    735,452    5.75    13,837    735,452 
$2.69    35,895    1.25    6,765    35,895 
$2.69    6,282    6.95    118    4,454 
$2.69    136,482    7.95    2,568    133,868 
$2.69    16,622    8.75    313    16,622 
$6.22    558,277    8.75    8,528    168,814 
$6.22    73,504    8.85    1,123    18,376 
$6.22    53,192    9.35    812      
$6.22    3,147    9.45    48      
$6.22    108,928    9.55    167      
$2.69    49,867    9.55    94      
$6.22    13,944    9.65    21      
$10.12    2,421    9.65    28      
$90.16    15,500    2.15    -    15,500 
      1,810,046        $34,432    1,129,514 

 

F-10

 

 

ENLIVEX THERAPEUTICS LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2019 (UNAUDITED)

U.S. dollars in thousands

 

NOTE 9 – SHARE-BASED COMPENSATION (cont.)

 

d)The following table summarizes share-based compensation expenses related to grants under the “2019 Equity Incentive Plan and 2014 Equity Incentive Plan included in the statements of operations:

 

   Three months ended
June 30,
   Six months ended
June 30,
 
   2019   2018   2019   2018 
Research & development  $31   $10   $444   $16 
General & administrative   100    15    199    27 
Total  $131   $25   $643   $43 

 

NOTE 10 – FAIR VALUE MEASUREMENT

 

The Company's financial assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of June 30, 2019 and December 31, 2018:

 

   June 30, 2019 
   Total   Level 1   Level 2   Level 3 
Cash and cash equivalents  $14,548   $14,548   $       -   $       - 
Short term deposits   41    41    -    - 
Restricted cash   60    60    -    - 
Cash held for CVR holders   1,500    1,500    -    - 
Total financial assets  $16,149   $16,149   $-   $- 

 

   December 31, 2018 
   Total   Level 1   Level 2   Level 3 
Cash and cash equivalents  $9,736   $9,736   $        -   $      - 
Short term deposits   40    40    -    - 
Restricted cash   56    56    -    - 
Total financial assets  $9,832   $9,832   $-   $- 
                     
Warrants  $192   $-   $-   $192 
Total financial liabilities  $192   $-   $-   $192 

 

NOTE 11 – EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

 

The Company evaluated all events and transactions that occurred subsequent to the balance sheet date and prior to the date on which these financial statements were issued, and determined that the following events necessitated disclosure:

 

On July 22, 2019, the Company’s Ordinary Shares commenced trading on the Tel Aviv Stock Exchange in addition to the Ordinary Shares’ existing trading on the Nasdaq Capital Market.

 

 

F-11