Exhibit 99.2
BIONDVAX PHARMACEUTICALS LTD.
INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2022
NIS IN THOUSANDS
UNAUDITED
INDEX
Page | |
Balance Sheets | F-2 - F-3 |
Statements of Comprehensive Loss | F-4 |
Statements of Changes in Shareholders’ Equity (Deficiency) | F-5 - F-7 |
Statements of Cash Flows | F-8 - F-9 |
Notes to Interim Financial Statements | F-10 - F-12 |
- - - - - - - - - - -
F-1
BIONDVAX PHARMACEUTICALS LTD.
BALANCE SHEETS
In thousands, except share and per share data
Convenience | ||||||||||||||||
Translation | ||||||||||||||||
(Note 2) | ||||||||||||||||
December 31, | June 30, | June 30, | ||||||||||||||
2021 | 2021 | 2022 | 2022 | |||||||||||||
Audited | Unaudited | Unaudited | ||||||||||||||
NIS | N I S | U.S. dollars | ||||||||||||||
CURRENT ASSETS: | ||||||||||||||||
Cash and cash equivalents | ||||||||||||||||
Other receivables | ||||||||||||||||
Total current assets | ||||||||||||||||
LONG TERM ASSETS: | ||||||||||||||||
Property, plant and equipment | ||||||||||||||||
Right-of-use assets | ||||||||||||||||
Restricted cash | ||||||||||||||||
Other long-term assets | - | - | ||||||||||||||
Total non-current assets | ||||||||||||||||
Total assets |
The accompanying notes are an integral part of the interim financial statements.
F-2
BIONDVAX PHARMACEUTICALS LTD.
BALANCE SHEETS
In thousands, except share and per share data
Convenience | ||||||||||||||||
Translation | ||||||||||||||||
(Note 2) | ||||||||||||||||
December 31 | June 30, | June 30, | ||||||||||||||
2021 | 2021 | 2022 | 2022 | |||||||||||||
Audited | Unaudited | Unaudited | ||||||||||||||
N I S | U.S. dollars | |||||||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||
CURRENT LIABILITIES: | ||||||||||||||||
Trade payables | ||||||||||||||||
Operating lease liabilities | ||||||||||||||||
Loan from others | - | |||||||||||||||
Other payables | ||||||||||||||||
Total current liabilities | ||||||||||||||||
LONG TERM LIABILITIES: | ||||||||||||||||
Operating lease liabilities | ||||||||||||||||
Loan from others | - | |||||||||||||||
Other payables | - | - | - | |||||||||||||
Severance pay liability, net | ||||||||||||||||
Total long-term liabilities | ||||||||||||||||
SHAREHOLDERS’ EQUITY: | ||||||||||||||||
Ordinary shares of | par value: Authorized: ) | ) | ) | ) | ||||||||||||
Share premium | ||||||||||||||||
Accumulated deficit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Total Equity | ||||||||||||||||
Total liabilities and shareholders’ equity |
(*) |
The accompanying notes are an integral part of the interim financial statements.
August 25, 2022 | ||||||
Date of approval of the | Mark Germain | Amir Reichman | Uri Ben-Or | |||
financial statements | Chairman of the Board | Chief Executive officer | Chief Financial Officer |
F-3
BIONDVAX PHARMACEUTICALS LTD.
STATEMENTS OF COMPREHENSIVE LOSS
In thousands, except share and per share data
Convenience (Note 2) | ||||||||||||||||||||||||
Year ended December 31, | Three months ended June 30, | Six months ended June 30, | Six months ended June 30, | |||||||||||||||||||||
2021 | 2021 | 2022 | 2021 | 2022 | 2022 | |||||||||||||||||||
Audited | Unaudited | Unaudited | ||||||||||||||||||||||
N I S | U.S. dollars | |||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Research and development, net of participations | ||||||||||||||||||||||||
Marketing, general and administrative | ||||||||||||||||||||||||
Other income | ( | ) | ||||||||||||||||||||||
Total operating expenses | ||||||||||||||||||||||||
Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
- | ||||||||||||||||||||||||
Financial income | ||||||||||||||||||||||||
Financial expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
Net loss and total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
The accompanying notes are an integral part of the interim financial statements.
F-4
BIONDVAX PHARMACEUTICALS LTD.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)
In thousands, except share and per share data
Share capital | Share premium | Accumulated deficit | Total equity | |||||||||||||
Unaudited | ||||||||||||||||
NIS in thousands | ||||||||||||||||
Balance as of January 1, 2022 | ( | ) | ||||||||||||||
Total comprehensive loss | ( | ) | ( | ) | ||||||||||||
Issuance of shares, net | ||||||||||||||||
Deferred issuance expenses | ( | ) | ||||||||||||||
Share-based compensation | ||||||||||||||||
Balance as of June 30, 2022 | ( | ) | ||||||||||||||
Balance as of June 30, 2022 (convenience translation into U.S. dollars (see Note 2)) | ( | ) |
Share capital | Share premium | Accumulated deficit | Total deficiency | |||||||||||||
Unaudited | ||||||||||||||||
NIS in thousands | ||||||||||||||||
Balance as of March 31, 2022 | ( | ) | ||||||||||||||
Total comprehensive loss | ( | ) | ( | ) | ||||||||||||
Deferred issuance expenses | ( | ) | - | ( | ) | |||||||||||
Share-based compensation | - | - | ||||||||||||||
Balance as of June 30, 2022 | ( | ) | ||||||||||||||
Balance as of June 30, 2022 (convenience translation into U.S. dollars (see Note 2)) | ( | ) |
(*) | Represents less than NIS\USD 1. |
The accompanying notes are an integral part of the interim financial statements.
F-5
BIONDVAX PHARMACEUTICALS LTD.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)
In thousands, except share and per share data
Share capital | Share premium | Accumulated deficit | Total equity | |||||||||||||
Unaudited | ||||||||||||||||
NIS in thousands | ||||||||||||||||
Balance as of January 1, 2021 | ( | ) | ( | ) | ||||||||||||
Total comprehensive loss | - | - | ( | ) | ( | ) | ||||||||||
Issuance of shares, net | - | |||||||||||||||
Share-based compensation | - | - | ||||||||||||||
Balance as of June 30, 2021 | (*) | ( | ) | |||||||||||||
Balance as of June 30, 2021 (convenience translation into U.S. dollars (see Note 2)) | ( | ) |
Share capital | Share premium | Accumulated deficit | Total deficiency | |||||||||||||
Unaudited | ||||||||||||||||
NIS in thousands | ||||||||||||||||
Balance as of March 31, 2021 | ( | ) | ||||||||||||||
Total comprehensive loss | - | - | ( | ) | ( | ) | ||||||||||
Share-based compensation | - | - | ||||||||||||||
Balance as of June 30, 2021 | ( | ) | ||||||||||||||
Balance as of June 30, 2021 (convenience translation into U.S. dollars (see Note 2)) | ( | ) |
(*) | Represents less than NIS\USD 1. |
The accompanying notes are an integral part of the interim financial statements.
F-6
BIONDVAX PHARMACEUTICALS LTD.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)
In thousands, except share and per share data
Share capital | Share premium | Accumulated deficit | Total Deficiency | |||||||||||||
Audited | ||||||||||||||||
NIS in thousands | ||||||||||||||||
Balance as of January 1, 2021 | ( | ) | ( | ) | ||||||||||||
Total comprehensive loss | - | - | ( | ) | ( | ) | ||||||||||
Issuance of Ordinary shares, net of issuance costs | - | - | ||||||||||||||
Share-based compensation | - | - | ||||||||||||||
Balance as of December 31, 2021 | ( | ) | ||||||||||||||
Balance as of December 31, 2021 (convenience translation into U.S. dollars (see Note 2)) | ( | ) |
The accompanying notes are an integral part of the interim financial statements.
F-7
BIONDVAX PHARMACEUTICALS LTD.
STATEMENTS OF CASH FLOWS
In thousands, except share and per share data
Convenience translation (Note 2) | ||||||||||||||||||||||||
Year ended December 31, | Three months ended June 30, | Six months ended June 30, | Six months ended June 30, | |||||||||||||||||||||
2021 | 2021 | 2022 | 2021 | 2022 | 2022 | |||||||||||||||||||
Audited | Unaudited | Unaudited | ||||||||||||||||||||||
N I S | U.S. dollars | |||||||||||||||||||||||
Cash flows from operating activities: | ||||||||||||||||||||||||
Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||||||||||
Adjustments to profit and loss items: | ||||||||||||||||||||||||
Depreciation of property, plant and equipment and right-of-use assets | ||||||||||||||||||||||||
Net financial expenses (income) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
Capital gain | ( | ) | ||||||||||||||||||||||
Increase in liability with respect to loans from others | ||||||||||||||||||||||||
Share-based compensation | ||||||||||||||||||||||||
Changes in asset and liability items: | ||||||||||||||||||||||||
Increase (decrease) in other receivables | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
Increase (decrease) in trade payables | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
Increase (decrease) in short- and long-term other payables | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||
Cash paid and received during the year for: | ||||||||||||||||||||||||
Interest paid | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
Net cash flows used in operating activities | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) |
(*) | Represents an amount lower than NIS\USD 1. |
The accompanying notes are an integral part of the interim financial statements.
F-8
BIONDVAX PHARMACEUTICALS LTD.
STATEMENTS OF CASH FLOWS
In thousands, except share and per share data
Convenience translation (Note 2) | ||||||||||||||||||||||||
Year
ended | | Three months ended June 30, | Six months ended June 30, | Six months ended June 30, | ||||||||||||||||||||
2021 | 2021 | 2022 | 2021 | 2022 | 2022 | |||||||||||||||||||
Audited | Unaudited | Unaudited | ||||||||||||||||||||||
N I S | U.S. dollars | |||||||||||||||||||||||
Cash Flows from Investing Activities: | ||||||||||||||||||||||||
Purchase of property and equipment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
Proceeds from sale of property and equipment | ||||||||||||||||||||||||
Increase (decrease) in other long term assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
Cash Flows from Financing Activities: | ||||||||||||||||||||||||
Repayment of operating lease liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
Deferred issuance expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
Proceeds from exercise of warrants to public | ||||||||||||||||||||||||
Proceeds from issuance of shares, net of issuance costs | ||||||||||||||||||||||||
Net cash provided by (used in) financing activities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
Exchange differences on balances of cash and cash equivalents | ( | ) | ||||||||||||||||||||||
Increase (decrease) in cash and cash equivalents | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
Balance of cash and cash equivalents at the beginning of the period | ||||||||||||||||||||||||
Balance of cash and cash equivalents at the end of the period | ||||||||||||||||||||||||
Non cash financing activities | ||||||||||||||||||||||||
Right-of-use asset recognized with corresponding lease liability | ||||||||||||||||||||||||
Intangible asset |
The accompanying notes are an integral part of the interim financial statements.
F-9
BIONDVAX PHARMACEUTICALS LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
In thousands, except share and per share data
NOTE 1: GENERAL
a. | BiondVax Pharmaceuticals Ltd. ("the Company") is focused on developing and ultimately commercializing products for prevention and treatment of infectious diseases and related illnesses. The Company was incorporated on July 21, 2003 in Israel, and started its activity on March 31, 2005. The Company's principal executive offices and main laboratory are located at Jerusalem BioPark, 2nd floor, Hadassah Ein Kerem Campus, Jerusalem, Israel, next to Hadassah University Hospitals and Hebrew University’s Medical School. |
b. | On May 15, 2015, the Company completed a public offering of securities in the United States. |
c. | On March 28, 2017, the Company received an approval from the Investment Center of the Ministry of Economy
and Industry of the State of Israel, for a grant (the “Grant") representing |
Following the failure of M-001 in Phase 3 clinical trials, BiondVax reapplied for disbursement of the Grant in light of its new agreements with Max Planck Institute for Multidisciplinary Sciences in Göttingen together with University Medical Center Göttingen. In July 2022, the Investment Center of the Ministry of Economy and Industry informed the Company that (i) the disbursement was not approved, due to the early stage of the Company’s NanoAb program and (ii) the Company may reapply for disbursement in March 2023, conditioned on the Company demonstrating meeting certain milestones related to the development of its NanoAb program. The Company intends to appeal the decision.
d. | On October 23, 2020, the Company announced Phase 3 clinical trial results of its M-001 universal vaccine product. The results did not demonstrate a statistically significant difference between the vaccinated group and the placebo group in reduction of flu illness and severity. Therefore, the study failed to meet both the primary and secondary efficacy endpoints. However, the study’s primary safety endpoint was met. |
e. | On December 22, 2021, the Company signed definitive agreements with the Max Planck Society (“MPG”), the parent organization of the Max Planck Institute for Biophysical Chemistry, and the University Medical Center Göttingen (“UMG”), both in Germany, to enter into a strategic collaboration for the development and commercialization of innovative Covid-19 NanoAbs, effective from January 1, 2022. The agreements provide for an upfront payment, development and sales milestones and royalties based on sales and sharing of sublicense revenues. |
In accordance with
the agreements, the Company issued 150,000 ADSs at no cost to MPG as an upfront payment for the license.
Stock price | ||||
Variance | % | |||
Risk free interest | % |
F-10
BIONDVAX PHARMACEUTICALS LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
In thousands, except share and per share data
NOTE 1: GENERAL (Cont.)
On March 23, 2022, the Company executed an additional research collaboration agreement with MPG and UMG covering development and commercialization of NanoAbs for several other disease indications with large market sizes that leverage their unique binding affinity, stability at high temperatures, and potential for more effective and convenient routes of administration. These targets are the basis for validated and currently marketed monoclonal antibodies, including for conditions such as psoriasis, asthma, macular degeneration, and psoriatic arthritis.
f. |
g. |
h. |
In the future, the Company may raise additional capital from external sources in order to continue the longer-term efforts contemplated under its business plan. The Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital to pursue its product development initiatives, to penetrate markets for the sale of our Company product candidates and continue operations as presently maintained. The Company cannot provide any assurance that it will raise additional capital. Management believes that the Company has access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means; however, the Company has not secured any commitment for new financing at this time, nor can the Company provide any assurance that new financing will be available on commercially acceptable terms, if at all. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company’s efforts to commercialize its products, which is critical to the realization of the Company’s business plan and its future operations.
The Company’s management and Board of Directors are of the opinion that its current financial resources will be sufficient to continue the development of the Company’s products for at least the next twelve months.
NOTE 2: CONVENIENCE TRANSLATION INTO U.S. DOLLARS
The financial statements as of June
30, 2022 and for the six months then ended have been translated into dollars using the representative exchange rate as of that date ($ 1 = NIS
F-11
BIONDVAX PHARMACEUTICALS LTD.
NOTES TO INTERIM FINANCIAL STATEMENTS
In thousands, except share and per share data
NOTE 3: SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in a condensed format as of June 30, 2022, and for the three and six months then ended ("interim financial statements"). These financial statements should be read in conjunction with the Company's annual financial statements as of December 31, 2021, and for the year then ended and accompanying notes ("annual financial statements").
Basis of preparation of the interim financial statements
The interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods, as prescribed in IAS 34, "Interim Financial Reporting", and in accordance with the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.
The significant accounting policies and methods of computation adopted in the preparation of the interim financial statements are consistent with those followed in the preparation of the Company's annual financial statements.
NOTE 4: SUBSEQUENT EVENTS
On August 10, 2022, the company received approval
by the European Investment Bank for the new terms of its outstanding €
The new terms include:
● | An extension of the maturity dates from 2023 (€ |
● | Interest on the Loan will begin to accrue starting January
1, 2022, at an annual rate of |
● | $ |
● | In case the company decides to discharge all liabilities under the finance contract inter alia payments of the variable remuneration, the company would need to repay to the EIB an indemnity amount in addition to the Loan principle and the accrued interest. The indemnity will be calculated such that the EIB receives an additional payment equal to the greater of (i) the prepayment amount (i.e. twice the prepayment amount in the aggregate) and (ii) the amount required to realize 20% IRR on the prepayment amount at the time of prepayment. |
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F-12