Exhibit 99.1
ALPHA TAU MEDICAL LTD.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2024
U.S. DOLLARS IN THOUSANDS
UNAUDITED
INDEX
ALPHA TAU MEDICAL LTD.
INTERIM CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
| December 31, | June 30, | |||||||||
| 2023 | 2024 | |||||||||
| Note | Audited | Unaudited | ||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS: | ||||||||||
| Cash and cash equivalents | $ | $ | ||||||||
| Short-term deposits | ||||||||||
| Restricted deposits | ||||||||||
| Prepaid expenses and other receivables | ||||||||||
| Total current assets | ||||||||||
| LONG-TERM ASSETS: | ||||||||||
| Long term prepaid expenses | ||||||||||
| Property and equipment, net | ||||||||||
| Right-of-use asset | 3 | |||||||||
| Total long-term assets | ||||||||||
| Total assets | $ | $ | ||||||||
The accompanying notes are an integral part of the interim consolidated financial statements.
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ALPHA TAU MEDICAL LTD.
INTERIM CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
| December 31, | June 30, | |||||||||
| 2023 | 2024 | |||||||||
| Note | Audited | Unaudited | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
| CURRENT LIABILITIES: | ||||||||||
| Trade payables | $ | $ | ||||||||
| Other payables and accrued expenses | ||||||||||
| Current maturities of operating lease liabilities | 3 | |||||||||
| Total current liabilities | ||||||||||
| LONG-TERM LIABILITIES: | ||||||||||
| Long-term loan | 4 | |||||||||
| Warrants liability | 5 | |||||||||
| Operating lease liabilities | 3 | |||||||||
| Total long-term liabilities | ||||||||||
| Total liabilities | ||||||||||
| COMMITMENTS AND CONTINGENCIES | 7 | |||||||||
| SHAREHOLDERS’ EQUITY: | 8 | |||||||||
| Ordinary shares of -par value per share – Authorized: | ||||||||||
| Additional paid-in capital | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||||
The accompanying notes are an integral part of the interim consolidated financial statements.
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ALPHA TAU MEDICAL LTD.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
| Six months ended June 30, | ||||||||||
| 2023 | 2024 | |||||||||
| Note | Unaudited | |||||||||
| Research and development, net | $ | $ | ||||||||
| Marketing expenses | ||||||||||
| General and administrative | ||||||||||
| Total operating loss | ||||||||||
| Financial expenses (income), net | 9 | ( | ) | |||||||
| Loss before taxes on income | ||||||||||
| Tax on income | ||||||||||
| Net loss | ||||||||||
| Net comprehensive loss | $ | $ | ||||||||
| $ | ( | ) | $ | ( | ) | |||||
The accompanying notes are an integral part of the interim consolidated financial statements.
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ALPHA TAU MEDICAL LTD.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share and per share data)
| Additional | Total | |||||||||||||||||||
| Ordinary shares | paid-in | Accumulated | shareholders’ | |||||||||||||||||
| Shares | Amount | capital | deficit | equity | ||||||||||||||||
| Balances as of January 1, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of ordinary shares upon exercise of warrants | ||||||||||||||||||||
| Issuance of ordinary shares upon exercise of share options | ||||||||||||||||||||
| Vesting of RSUs | ||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances as of June 30, 2023 (unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Additional | Total | |||||||||||||||||||
| Ordinary shares | paid-in | Accumulated | shareholders’ | |||||||||||||||||
| Shares | Amount | capital | deficit | equity | ||||||||||||||||
| Balances as of January 1, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of ordinary shares upon exercise of share options | ||||||||||||||||||||
| Vesting of RSUs | ||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances as of June 30, 2024 (unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of the interim consolidated unaudited financial statements.
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ALPHA TAU MEDICAL LTD.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| Six months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Unaudited | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Share-based compensation | ||||||||
| Non-cash financial expenses (income), net | ( | ) | ||||||
| Increase in prepaid expenses and other receivables | ( | ) | ( | ) | ||||
| (Increase) decrease in long term prepaid expenses | ( | ) | ||||||
| Increase (decrease) in trade payables | ( | ) | ||||||
| Increase (decrease) in other payables and accrued expenses | ( | ) | ||||||
| Change in the fair value of Warrants Liabilities | ||||||||
| Change in operating lease liabilities | ( | ) | ( | ) | ||||
| Change in operating lease right-of-use assets | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Investment in short-term deposits | ( | ) | ( | ) | ||||
| Proceeds from short-term deposits | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from exercise of options | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ) | ||||||
| Decrease in cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Income tax payments | $ | $ | ||||||
| Interest received | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Operating lease liabilities arising from obtaining right of use assets | $ | $ | ||||||
The accompanying notes are an integral part of the interim consolidated financial statements.
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 1:- GENERAL
| a. | Company description: |
Alpha Tau Medical Ltd. (“the Company”) is an Israeli clinical-stage oncology therapeutics company that focuses on research, development and commercialization of Alpha DaRT (Diffusing Alpha-emitters Radiation Therapy) for the treatment of solid cancer. The Company was established in November 2015 and began its operations in January 2016, and shortly thereafter acquired the full rights to the Alpha DaRT technology from Althera Medical Ltd., (“Althera”), developed in 2003 at Tel Aviv University.
In August 2017 the Company established a fully owned subsidiary in the United States - “Alpha Tau Medical Inc.” (“ATM Inc”). ATM Inc began its activity in August 2018.
In January 2018
the Company established a subsidiary in Japan “Alpha Tau Medical KK” (hereafter: ATM KK). ATM KK began its activity in January
2018. Since July 2019, the Company holds
In July 2019, the Company established a fully owned subsidiary in Canada “Alpha Tau Medical Canada Inc.” (hereafter: ATM Canada Inc). ATM Canada Inc began its activity in March 2020.
| b. | Merger with Healthcare Capital Corp: |
On July 7, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Healthcare Capital Corp (“HCCC”), a Delaware corporation and special purpose acquisition company (“SPAC”), and Archery Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub merged with and into HCCC (the “Merger”). The Merger was consummated on March 7, 2022, with HCCC becoming a wholly-owned subsidiary of the Company and the Company became a Nasdaq listed publicly traded company on March 8, 2022.
In July 2022, HCCC was dissolved.
| c. | The Company’s activities since inception have consisted of performing research and development activities. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations is dependent on future events, including, among other things, its ability to secure financing; obtain further marketing approvals from regulatory authorities; access potential markets; and build a sustainable customer base; attract, retain and motivate qualified personnel; and develop strategic alliances. The Company’s operations are funded by its shareholders and research and development grants and the Company intends to seek further financing as well as make applications for further research and development grants for continuing its operations. Although management believes that the Company will be able to successfully fund its operations, there can be no assurance that the Company will be able to do so or that the Company will ever operate profitably. |
The Company expects to continue to incur substantial losses over the next several years during its clinical development phase. To fully execute its business plan, the Company will need to complete registrational clinical studies and certain development activities as well as manufacture the required clinical and commercial products in its manufacturing plants. Further, the Company will seek further regulatory approvals prior to commercialization and the Company will need to establish sales, marketing and logistic infrastructures. These activities may span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company.
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 1:- GENERAL (Cont.)
As of June 30, 2024,
the Company had cash, cash equivalents, short-term deposits and restricted deposits of $
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
| a. | Unaudited interim consolidated financial statements: |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments necessary for a fair presentation.
The balance sheet as of December 31, 2023 has been derived from the audited consolidated financial statements of the Company at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements.
The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2023.
The significant accounting policies disclosed in the Company’s audited 2023 consolidated financial statements and notes thereto have been applied consistently to these unaudited interim consolidated financial statements. Results for the six-month period ended June 30, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024.
| b. | Use of estimates for the preparation of financial statements: |
The preparation of the unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates estimates, including those related to fair values of warrants, fair values of share-based awards, deferred taxes, and contingent liabilities. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| c. | Restricted cash: |
Restricted cash is primarily invested
in bank deposit and is used as security for the Company’s lease commitments.
| June 30, | ||||||||
| 2023 | 2024 | |||||||
| Unaudited | ||||||||
| Cash and cash equivalents, as reported on the balance sheets | $ | $ | ||||||
| Restricted cash, as reported on the balance sheets | ||||||||
| Cash, cash equivalents, and restricted cash, as reported in the statements of cash flows | $ | $ | ||||||
| d. | Leases: |
The Company determines if an arrangement meets the definition of a lease at the inception of the lease.
Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease agreement. ROU assets are initially measured at amounts, which represents the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The implicit rate within the operating leases is generally not determinable, therefore the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at commencement date in determining the present value of lease payments. The Company’s IBR was estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset was located.
Lease term may include options to extend or terminate the lease when it is reasonably certain that the Company would exercise that option. The Company elected to not recognize a lease liability ROU asset for leases with a term of twelve months or less. The Company also elected the practical expedient to not separate lease and non-lease components for its leases.
Payments under the Company’s lease agreements are primarily fixed; however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease ROU assets and liabilities.
Lease expenses for lease payments are recognized on a straight-line basis over the lease term.
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| e. | Ordinary share warrants classification and measurement: |
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, are indexed to the Company’s own shares and whether the warrants are eligible for equity classification under ASC 815-40. This assessment is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding.
Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value through earnings at each balance sheet date thereafter.
The Company has classified the Public and Private Warrants assumed during the Merger (see also note 5) as a liability pursuant to ASC 815-40 since the warrants do not meet the equity classification conditions. Accordingly, the Company measured the warrants at their fair value. The warrants liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of comprehensive loss.
As of December 31,
2023 and June 30, 2024, the Company has
In addition, as
of December 31, 2023 and June 30, 2024 the Company has
| f. | Fair value of financial instruments |
Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:
Level 1 — quoted prices in active markets for identical assets or liabilities.
Level 2 — inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Financial instruments consist among others of cash equivalents, short-term deposits, restricted deposits, prepaid expenses and other receivables, long term prepaid expenses, trade payables, and other accounts payable and accrued expenses. The estimated fair values of these financial instruments approximate their carrying value as presented, due to their short-term maturities. We consider public warrant liabilities to be Level 1 and private warrants are measured at fair value using Level 3 inputs.
NOTE 3:- LEASE
The Company has entered into non-cancelable lease agreements for its offices and motor vehicles with lease periods expiring at various dates through May 2035.
| Six months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Unaudited | ||||||||
| Operating lease cost | $ | $ | ||||||
| Variable lease cost | ||||||||
| Total net lease costs | $ | $ | ||||||
| As of | ||||||||
| December 31, 2023 | June 30, 2024 | |||||||
| Audited | Unaudited | |||||||
| Operating lease ROU assets | $ | $ | ||||||
| Operating lease liabilities, current | $ | $ | ||||||
| Operating lease liabilities, long-term | $ | $ | ||||||
| Weighted average remaining lease term (in years) | ||||||||
| Weighted average discount rate | % | % | ||||||
| Operating leases | ||||
| Unaudited | ||||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 and thereafter | ||||
| Total undiscounted lease payments | ||||
| Less: imputed interest | ||||
| Present value of lease liabilities | $ | |||
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 4:- LONG-TERM LOAN
In connection with financing the acquisition
of a long-term leasehold on a plot of land in the Har Hotzvim Industrial Park in Jerusalem, the Company entered into agreements with Bank
Leumi Le-Israel BM (the “Lender”), for: 1) a letter of credit in the amount of approximately NIS
The long-term loan matures in a bullet
payment due in September 2025, subject to any extensions as may be agreed with the Lender, and bears monthly interest at a spread of
The Company chose to use these financing instruments to close the acquisition of the long-term leasehold, pending its exploration of comprehensive long-term financing alternatives for the development of the land into a larger headquarters for the Company.
For the six month period ended June
30, 2024, the Company recorded interest expenses and currency exchange income in amount of $
NOTE 5:- WARRANTS LIABILITY
In March 2022, in conjunction with the Merger with HCCC, the Company issued
As
of June 30, 2024, a total of
As
of June 30, 2024, a total of
Public Warrants
Each whole warrant will entitle the registered holder to purchase one Ordinary share. No fractional warrants will be issued and only whole warrants will trade. No warrant will be exercisable and the Company will not be obligated to issue an Ordinary share upon exercise of a warrant unless the Ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event is the Company required to net cash settle any warrant. During any period if the Company has failed to maintain an effective registration statement, warrant holders will be able to, until such time there is an effective registration statement, exercise their warrants on a “cashless basis.”
Once the warrants become exercisable, the Company may call the warrants for redemption:
| ● | In whole and not in part; |
| ● | At a price of $ |
| ● | Upon not less than |
| ● | If, and only if, the closing price of the Ordinary shares
equals or exceeds $ |
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 5:- WARRANTS LIABILITY (Cont.)
If the Company calls the warrants for
redemption for cash the Company’s management will have the option to require any holder that wishes to exercise his, her or its
warrant to do so on a “cashless basis.” If the Company’s management takes advantage of this option, all holders of warrants
would pay the exercise price by surrendering their warrants for that number of shares of Ordinary shares equal to the quotient obtained
by dividing (x) the product of the number of Ordinary shares underlying the warrants, multiplied by the excess of the “fair market
value” of Ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value”
will mean the average closing price of the Ordinary shares for the
Private Warrants
Except as described below, the Private Warrants have terms and provisions that are identical to those of the Public Warrants.
The Private Warrants will not be redeemable
by the combined company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees,
has the option to exercise the Private Warrants on a cashless basis. If the Private Warrants are held by someone other than the Sponsor
or its permitted transferees, the Private Warrants will be redeemable by the combined company and exercisable by such holders on the same
basis as the Public Warrants. If holders of the Private Warrants elect to exercise them on a cashless basis, they would pay the exercise
price by surrendering their warrants for that number of Ordinary shares equal to the quotient obtained by dividing (x) the product of
the number of shares of Ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants
and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the average
reported last sale price of the Ordinary shares for the
NOTE 6:- FAIR VALUE MEASUREMENTS
| December 31, 2023 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| (Unaudited) | ||||||||||||
| Warrants Liability – Public Warrants | $ | $ | $ | |||||||||
| Warrant Liability – Private Warrants | ||||||||||||
| Total | $ | $ | $ | |||||||||
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 6:- FAIR VALUE MEASUREMENTS (Cont.)
| June 30, 2024 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| (Unaudited) | ||||||||||||
| Warrants Liability – Public Warrants | $ | $ | $ | |||||||||
| Warrant Liability – Private Warrants | ||||||||||||
| Total | $ | $ | $ | |||||||||
The fair value of the Public Warrants is determined with reference to the prevailing market price for warrants that are trading on Nasdaq under the ticker DRTSW.
The Private warrants were valued using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private warrants is the expected volatility of the Ordinary shares. The expected volatility was implied from a blend of the Company’s own Ordinary share and Public Warrant pricing, and the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business.
The Warrants to convertible preferred shares were converted into an identical number of warrants convertible into ordinary shares of the Company. After conversion the converted warrants were valued using a Black Scholes Option Pricing Model. The Black Scholes model’s primary unobservable input utilized in determining the fair value of the Warrants to convertible preferred shares is the expected volatility of the Ordinary shares. The expected volatility was implied from the Company’s own Ordinary shares and Public Warrants pricing, and the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business.
There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.
| June 30, 2024 | ||||
| Unaudited | ||||
| Beginning of period | $ | |||
| Change in fair value | ( | ) | ||
| End of period | $ | |||
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 7:- COMMITMENTS AND CONTINGENT LIABILITIES
| a. | Guarantees in the amount of $ |
| b. | The Company has received royalty-bearing grants from the IIA to finance its research and development programs
in Israel, through which the Company received IIA participation payments in the aggregate amount of $ |
In addition,
under the intellectual property purchase agreement with Althera, the Company assumed all of Althera’s liabilities towards the IIA totaling
$
| c. | Under the February 2, 2016 intellectual property purchase agreement with Althera, the Company is obligated
to pay Althera a fixed rate of |
| d. | The Company also entered into intellectual property agreements with Ramot at Tel Aviv University Ltd.,
the technology transfer company of Tel Aviv University (“Ramot”) on April 21, 2016 and July 14, 2016, all as amended on May
5, 2019, pursuant to which the Company is obligated to pay Ramot a fixed royalty of |
| e. | Under an Operations Partner Agreement between the Company and services provider HekaBio K.K. of May 21,
2019, the Company makes certain payments to HekaBio K.K. in exchange for consulting and administrative services in Japan, as well as payments
upon the achievement of certain clinical and regulatory milestones. In addition, if HekaBio K.K. successfully assists the Company in obtaining
regulatory marketing approval of the Company’s products in Japan, then the Company is to grant to HekaBio K.K. options to acquire |
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 7:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
| f. | On November 18, 2018 and July 29, 2019, the Company entered into research and license agreements with
BGN Technologies, the technology transfer company of Ben Gurion University (“BGN”), further amended on May 12, 2021, wherein
the Company will wholly own any intellectual property that is developed jointly by Ben Gurion University and others (including the Company),
and BGN will receive |
| g. | On December 1, 2020, the Company entered into a clinical trial agreement with Cambridge University Hospitals
NHS Trust, wherein Cambridge will receive |
| h. | On August 16, 2022, the Company entered into a collaboration agreement with MIM Software, Inc. (“MIM”) to provide treatment planning software for clinical sites using the Alpha DaRT therapy. Under the terms of the agreement, the parties will collaborate on the use of MIM’s software suite, including MIM Symphony® and MIMcloud®, for development of new features and support for the Alpha DaRT across multiple potential indications, integration into all clinical trials involving the Alpha DaRT, and bundling the MIM software with the Alpha DaRT for future commercial sales in territories where the Alpha DaRT and MIM’s software are both approved. The agreement contemplates certain payments to MIM to be agreed between the parties upon initiating certain workstreams, as well as payments to MIM upon commercial sale of the Alpha DaRT bundled with MIM’s software products. |
NOTE 8:- SHAREHOLDERS’ EQUITY
| a. | Ordinary shares: |
The Ordinary shares
confer upon their holders the right to participate in the general meetings of the Company, to vote at such meetings (each share represents
| b. | Share option plans: |
The Company has authorized
through its 2021 Share Incentive Plan (the “Plan”), an available pool of ordinary shares of the Company from which to grant
options, RSUs or other equity compensation to officers, directors, advisors, management and other key employees of up to
As of June 30,
2024,
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 8:- SHAREHOLDERS’ EQUITY (Cont.)
| Six months ended June 30, 2024 (unaudited) | ||||||||||||||||
| Number of options | Weighted average exercise price | Aggregate intrinsic value | Weighted average remaining contractual life (years) | |||||||||||||
| Outstanding at beginning of period | $ | $ | ||||||||||||||
| Granted | $ | |||||||||||||||
| Exercised | ( | ) | $ | |||||||||||||
| Forfeited and cancelled | ( | ) | $ | |||||||||||||
| Outstanding at end of period | $ | $ | ||||||||||||||
| Exercisable options | $ | $ | ||||||||||||||
| Number of RSU | ||||
| Outstanding at beginning of year | ||||
| Granted | ||||
| Vested | ( | ) | ||
| Forfeited and cancelled | ( | ) | ||
| Outstanding at end of period | ||||
| Six months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Unaudited | ||||||||
| Research and development | $ | $ | ||||||
| Marketing expenses | ||||||||
| General and administrative | ||||||||
| Total share-based compensation expense | $ | $ | ||||||
As of June 30, 2024,
there were unrecognized compensation costs of $
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 8:- SHAREHOLDERS’ EQUITY (Cont.)
| c. | Warrants to investors: |
Upon completion of
the Merger, the
As of June 30, 2024,
a total of
| d. | Warrants to consultants: |
In April 2016,
NOTE 9:- FINANCIAL EXPENSES (INCOME), NET
| Six months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Unaudited | ||||||||
| Financial expenses: | ||||||||
| Interest on loan | $ | $ | ||||||
| Remeasurement of warrants, net | ||||||||
| Others | ||||||||
| Total financial expenses | ||||||||
| Financial income: | ||||||||
| Foreign currency transaction income | ||||||||
| Interest from deposits | ||||||||
| Total financial income | ||||||||
| Financial expenses (income), net | $ | $ | ( | ) | ||||
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| ALPHA TAU MEDICAL LTD. |
| NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
| U.S. dollars in thousands (except share and per share data) |
NOTE 10:- BASIC AND DILUTED NET LOSS PER SHARE
| Six months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Unaudited | ||||||||
| Numerator: | ||||||||
| Net loss | $ | $ | ||||||
| Denominator: | ||||||||
| $ | $ | |||||||
For the six months
ended June 30, 2023 and 2024, all outstanding options and warrants have been excluded from the calculation of the diluted net loss
per share since their effect was anti-dilutive. As of June 30, 2023, and 2024 the total weighted average number of shares related to outstanding
options and warrants excluded from the calculations of diluted net loss per share were
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