UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of August, 2013
Commission File Number:
000-51310
|
XTL Biopharmaceuticals Ltd.
|
|
|
(Translation of registrant’s name into English)
|
|
85 Medinat Hayehudim St., Herzliya
Pituach, PO Box 4033,
Herzliya 46140, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F
x
Form
40-F
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
¨
Indicate by check mark whether by furnishing
the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
x
If “Yes” is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
N/A
XTL Biopharmaceuticals Ltd. (the “Company”)
Presents Its Translated From Hebrew Interim Financial Statements as of June 30, 2013
Attached hereto is an English translation
(from Hebrew) of our interim financial statements and additional information as submitted on the Tel Aviv Stock Exchange.
The following documents are included:
A.
Board of Directors' Report as of June 30, 2013.
B.
Reviewed Condensed Consolidated Financial Statements as of June 30, 2013.
C.
Separate Financial Information as of June 30, 2013 in accordance with Regulation 38d of the Israeli Securities Regulations
(Periodic and Immediate Reports) - 1970.
D.
Interim Report on the Effectiveness of Internal Control over Financial Reporting and Disclosure as of June 30, 2013,
Pursuant to Regulation 38c(a) of the Israeli Securities Authority.
E.
Condensed Pro Forma Interim Consolidated Financial Statements as of June 30, 2012, in accordance with Regulation 38b of
the Israeli Securities Regulations (Periodical and Immediate Reports) – 1970.
XTL BIOPHARMACEUTICALS LTD.
DIRECTORS' REPORT ON THE CORPORATION'S
STATE OF AFFAIRS
FOR THE SIX MONTHS ENDED JUNE 30, 2013
The Board of Directors (the “
Board
”)
of XTL Biopharmaceuticals Ltd. (the “
Company
”) hereby presents the Company's interim consolidated financial
statements as of June 30, 2013 and for the six months then ended (the “
Reporting Period
”), in conformity with
the Israeli Securities Regulations (Periodic and Immediate Reports), 1970 (the “
Reporting Regulations
”).
The data presented in this report relate
to the Company and its subsidiaries on a consolidated basis (the “
Group
”), unless explicitly stated otherwise.
The directors' report contains, among
other things, a condensed description of the Company's business, its financial position, an analysis of operating results and
the effect of events during the reporting period on the data in the consolidated financial statements of the Company as of June
30, 2013 (the “
Financial Statements
”). The material changes in the Company's business compared to the information
presented in the Company's periodic report for 2012, in conformity with Regulation 39a to the Reporting Regulations, are specified
in section 1.2 below.
The directors' report was prepared based
on the assumption that the reader also has at its disposal the Company's directors' report for the year ended December 31, 2012.
|
1.
|
PART 1 - THE BOARD OF DIRECTORS' EXPLANATIONS FOR THE STATE OF THE CORPORATION'S BUSINESS
|
|
1.1
|
A condensed description of the Company's business
|
The Company was incorporated
under the Israeli Companies Law on March 9, 1993. The Company is engaged in the development of therapeutics
for the treatment of unmet medical needs, improvement of existing medical treatment and business development in the medical realm.
In the reporting period, the
Company's American Depository Receipts ("
ADRs
") were traded on the NASDAQ's Pink Sheets and as of the date of
the approval of the financial statements, effective July 15, 2013, the Company's ADRs have been traded on the NASDAQ's main
list (see details in section 4.1.1 below) and its securities are traded on the Tel-Aviv Stock Exchange ("
TASE
").
On July 25, 2012, the Company
completed the acquisition of about 50.79% of the issued and outstanding share capital of InterCure Ltd. ("
InterCure
"),
a public company whose shares are traded on the TASE and is engaged in the research, development, marketing and sale of home medical
devices for the non-medicinal and non-invasive treatment of various diseases such as hypertension, congestive cardiac failure,
insomnia and stress. On May 16, 2013, the Board approved the conversion of the loan which had been extended to InterCure
into 7,620,695 Ordinary shares of InterCure as predetermined in the acquisition agreement. Following said conversion and as of
the date of the financial statements, the Company holds about 54.72% of InterCure's issued and outstanding share capital.
On November 21, 2012, the Company
acquired about 31.35% of the shares of Proteologics Ltd. ("
Proteologics
"), a public company whose shares are traded
on the TASE. As of June 30, 2013, the Company holds about 30.82% of Proteologics' issued and outstanding share capital (see also
Note 12 to the annual consolidated financial statements for 2012 and section 4.1.10 below).
As of the date of the
financial statements, the Company is planning and preparing for the implementation of a phase 2 clinical trial of the
recombinant EPO ("
rHuEPO
") drug for treating Multiple Myeloma patients. As part of said preparations, the
Company is conducting a study which consists of collecting preliminary data on the existence of specific proteins in the
blood of a group of Multiple Myeloma patients to assist in targeting the phase 2 clinical trial protocol. The Company has
expanded the study to additional centers in order to collect additional data beyond the original study plan. The data
collected in the preliminary study will be combined in the plans and preparations for the implementation of the phase 2
clinical trial, as needed, whose approval the Company expects to obtain during the first half of 2014. The
study’s timetable has been extended due to expansion of the preliminary study, as well as an ongoing Company review of
both data collected in the study and potential medical centers for conducting phase 2 experiments in the future, due to, inter
alia, the Company's return to the NASDAQ main list.
On November 30, 2011, the Company
completed the MinoGuard transaction according to which the Company acquired the activity of MinoGuard Ltd. ("MinoGuard"),
founded by Mor Research Applications Ltd. ("Mor"), by obtaining an exclusive license to MinoGuard's entire technology,
including the SAM-101 drug (combined drug to treat mental disorders focusing on schizophrenia) in return for royalties on sales
and milestone payments to be provided throughout the clinical development process with no additional consideration. The drug is
based on a combination of existing antipsychotic drugs and a known medicinal compound (Minocycline).
The Company has rights in patents
and other assets in the field of treating Hepatitis C (the DOS program) which have been transferred to Presidio Pharmaceuticals
Inc. ("Presidio") and returned to the Company by Presidio in August 2012 (see more details in Note 18a to the annual
consolidated financial statements for 2012). The Company intends to examine the renewal of activity in the field of Hepatitis C
and/or locate strategic partners for the continued development and marketing of drugs for treating Hepatitis C based on the DOS
technology.
The following are the Company's
subsidiaries as of June 30, 2013:
|
a.
|
InterCure - a publicly traded company on the TASE. InterCure has two subsidiaries - InterCure Inc.,
incorporated in the U.S., and InterCure UK, incorporated in the UK (inactive).
|
|
b.
|
Xtepo Ltd. ("
Xtepo
") - a private company incorporated in Israel in November 2009
which holds a license for the exclusive use of the patent for rHuEPO drug for treating Multiple Myeloma patients.
|
|
c.
|
XTL Biopharmaceuticals Inc. ("
XTL Inc.
")
-
a U.S. company incorporated
in 1999 under the laws of the State of Delaware, USA and was engaged in development of therapeutics and business development in
the medical realm. XTL Inc. has a wholly-owned subsidiary (a sub-subsidiary of the Company) - XTL Development Inc. ("
XTL
Development
"), which was incorporated in 2007 under the laws of the State of Delaware, USA. As of the date of the approval
of the financial statements, XTL Inc. and XTL Development are inactive.
|
|
1.2
|
Significant events during the reporting period
|
|
1.2.1
|
On February 21, 2013, the Company's special general meeting of shareholders and the general meeting
of holders of warrants (series 2) of the Company decided to extend the exercise period of said warrants from February 27, 2013
to December 31, 2013. On March 12, 2013, the decision was approved by the District Court pursuant to Section 350 to the Israeli
Companies Law, 1999.
|
|
1.2.2
|
In keeping with the negotiations held between the Company and Kitov Pharmaceuticals Ltd. (see Note
18a to the annual consolidated financial statements for 2012), on March 5, 2013, the parties to the transaction decided to cease
the negotiations as they failed to yield any binding agreement.
|
|
1.2.3
|
During the reporting period, holders of the Company's warrants (series 2) exercised 31,410 warrants
(series 2) into 31,410 Ordinary shares of NIS 0.1 par value each for an average exercise increment of NIS 1.02 per warrant.
The overall proceeds from the exercise of the warrants (series 2) totaled approximately US $9,000.
|
|
1.2.4
|
During the reporting period, 130,000 non-marketable stock options of the Company were exercised
into 130,000 Ordinary shares of NIS 0.1 par value each for an average exercise increment of NIS 0.28 per stock option.
The proceeds from the exercise of the stock options totaled approximately US $9,000.
|
|
1.2.5.1
|
On January 21, 2013, InterCure announced that the examination conducted as part of the
process of concluding the engagement with Mr. Erez Gavish, the former CEO ("
Mr. Gavish
"), revealed several
issues which require inspection in connection with InterCure's actions during Mr. Gavish's term as CEO, including the legal
validity granted to the license agreement of October 2011 signed between InterCure and a company controlled by Dr. Benjamin
Gavish ("
Dr. Gavish
"). InterCure's Board appointed a committee which includes an external attorney hired
for this purpose and another director in InterCure in
order to investigate the issue and provide InterCure’s Board with
conclusions. In addition, a notice was delivered to Mr. Gavish and Dr. Gavish on the establishment of said committee which
summoned the two to provide explanations regarding the issues under inspection and requested that they inform any of their
future potential partners or investors of the inspection and the legal validity of said license agreement. On April 7,
2013, InterCure announced that on April 4, 2013, an
originating summons had been filed by Yazmonit Ltd., a company controlled by
Dr. Gavish, against it with the Tel-Aviv-Jaffa District Court according to which the Court is asked to render a verdict
which declares that the license agreement had been
approved and signed and the rights therein had been conferred and transferred by
the respondent to the petitioner as required by law. Moreover, on May 13, 2013, InterCure filed a petition with the Court
for dismissing the originating summons in limine and
assigning the motion to a standard legal procedure. See details in section
4.1.4 below.
|
|
1.2.5.2
|
On March 21, 2013, Prof. Reuven Zimlichman was appointed as InterCure's medical director.
According to the consulting agreement with Prof. Zimlichman, he will provide InterCure with services consisting of R&D
consulting, IP and medical regulation management. Prof. Zimlichman will be granted 130,000 stock options exercisable into
130,000 Ordinary shares of InterCure for an exercise increment of NIS 0.54 per stock option. The stock options vest in
12 equal portions each quarter over a period of three years from the grant date. Alternatively, if as a result of the signing
of an agreement between InterCure and a medical institution (such as a sickness fund) for the sale of InterCure's products
through the medical institution the total sales of InterCure's products exceed US$ 175,000, then 30% of the then
unvested stock options will vest. The fair value of all the stock options using the Black and Scholes model in accordance
with the provisions of IFRS 2 as of the date of InterCure's Board's approval approximates US $9,000. The exercise
period of the stock options is a maximum of 10 years from the date of grant.
|
|
|
The value of each option is based on the following inputs: expected dividend of 0%, expected standard
deviation of 92.21%, risk-free interest rates of 2.76%-3.21% and expected life of 5-6.5 years.
|
|
1.2.5.3
|
On June 26, 2013, InterCure's Board approved the appointment of Mr. Ofer Gilboa as the CEO of InterCure
instead of Mr. Ronen Twito, the Company's CFO and Deputy CEO who terminated his tenure as temporary CEO of InterCure. The agreement
provides for a letter of exemption and indemnification, and the inclusion of Mr. Gilboa in InterCure's directors' and officers'
liability insurance policy. In addition, according to Mr. Gilboa's employment agreement, as approved by InterCure's Board, he will
be granted 650,000 stock options which are exercisable into Ordinary shares of InterCure at an exercise price of NIS 0.23
per stock option. The stock options vest over a period of three years whereby 1/12 of stock options will vest at the end of each
quarter. The fair value of the entire stock options using the Black and Scholes model pursuant to the provisions of IFRS 2 as of
the date of InterCure's Board's approval was approximately US $9,000. The exercise period is for a maximum of ten years
from the allocation date. The value of each option is based on the following inputs: expected dividend rate of 0%, expected standard
deviation rate of 39.01%, risk-free interest rate of 1% and expected life of 5-6.5 years. Also according to the employment agreement,
if InterCure's revenues exceed $ 5 million and the EBITDA is not less than $ 1 million, Mr. Gilboa will be entitled to
a bonus of $25,000. It was also determined that Mr. Gilboa will be entitled to a bonus of 1% of any capital raising round
in InterCure over a period of 36 months from commencing his tenure, provided that the investments are made by third parties that
are unrelated to InterCure, and up to a maximum bonus of $100,000. Mr. Gilboa's employment terms were approved by the
meeting of InterCure's shareholders of August 15, 2013, after the reporting date (see also section 4.1 regarding significant events
after the reporting date).
|
|
1.3
|
The financial position, operating results, liquidity and financing resources
|
The Company has incurred continuing
losses and its entire income at this stage originates from InterCure, a subsidiary in which control was acquired on July 25,
2012. The Company depends on outside financing resources to continue its activities. Based on existing business plans, the Company's
management estimates that its outstanding cash and cash equivalent balances, including short-term deposits, will allow the Company
to finance its activities at least until the fourth quarter of 2014 (independently of InterCure). However, the amount of cash which
the Company will need in practice to finance its activities depends on numerous factors which include, but are not limited to,
the timing, planning and execution of clinical trials of existing drugs and future projects which the Company might acquire or
other business development activities such as acquiring new technologies and/or changes in circumstances which are liable to cause
significant expenses to the Company in excess of management's current and known expectations as of the date of these financial
statements and which will require the Company to reallocate funds against plans, also due to circumstances beyond its control.
The Company expects
to incur additional losses in 2013 arising from research and development activities, testing additional technologies
and operating activities. These losses will be reflected in negative cash flows from operating activities. Accordingly, in
order to complete the clinical trials aimed at developing a product until obtaining its marketing approval, the Company will
be forced to raise additional funds in the future by issuing securities. Should the Company fail to raise additional capital
in the future under standard terms, it will be required to dispose of marketable securities held by it or minimize its
activities, sell or grant a sublicense to third parties to use all or part of its technologies.
|
1.3.1
|
The financial position
|
Balance sheet highlights
(U.S. dollars in thousands)
|
|
June 30, 2013
|
|
|
December 31, 2012
|
|
Line item
|
|
Amount
|
|
|
% of total
balance sheet
|
|
|
Amount
|
|
|
% of total
balance sheet
|
|
|
|
$000
|
|
|
|
|
|
$000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total balance sheet
|
|
|
9,380
|
|
|
|
100
|
%
|
|
|
11,086
|
|
|
|
100
|
%
|
Equity attributable to equity holders of the Company
|
|
|
6,276
|
|
|
|
67
|
%
|
|
|
7,353
|
|
|
|
66
|
%
|
Non-controlling interests
|
|
|
1,722
|
|
|
|
18
|
%
|
|
|
2,071
|
|
|
|
19
|
%
|
Current assets
|
|
|
2,605
|
|
|
|
28
|
%
|
|
|
3,792
|
|
|
|
34
|
%
|
Investment in associate
|
|
|
1,965
|
|
|
|
21
|
%
|
|
|
2,336
|
|
|
|
21
|
%
|
Property, plant and equipment, net
|
|
|
70
|
|
|
|
1
|
%
|
|
|
72
|
|
|
|
1
|
%
|
Intangible assets, net
|
|
|
4,740
|
|
|
|
51
|
%
|
|
|
4,886
|
|
|
|
44
|
%
|
Current liabilities
|
|
|
1,369
|
|
|
|
15
|
%
|
|
|
1,649
|
|
|
|
15
|
%
|
Non-current liabilities
|
|
|
13
|
|
|
|
0
|
%
|
|
|
13
|
|
|
|
0
|
%
|
Explanations for the developments
in items in the statement of financial position:
Equity
The Company's equity as of
June 30, 2013 (including non-controlling interests) was approximately $7,998,000. Equity attributable to equity holders
of the Company as of June 30, 2013 totaled $6,276,000, a decrease of approximately $1,077,000 from December
31, 2012, representing about 67% of total balance sheet compared to 66% of total balance sheet as of December 31, 2012. The decrease
in equity attributable to equity holders of the Company is mainly a result of the loss for the period (offset by share-based payment
expenses).
The balance of non-controlling
interests as of June 30, 2013 was approximately $1,722,000, representing the other shareholdings in InterCure compared
to $2,071,000 as of December 31, 2012. The decrease is mainly a result of the loss for the period (offset by share-based
payment expenses) and the increase in the Company's stake in InterCure following the conversion of the loan that had been extended
to InterCure according to the acquisition agreement. As of June 30, 2013, the Company holds about 54.72% of InterCure's issued
and outstanding share capital (see more details in section 1.1 above).
Assets
The Group's total current
assets as of June 30, 2013 amounted to approximately $2,605,000, a decrease of approximately $1,187,000, compared to
approximately $3,792,000 as of December 31, 2012. The change is primarily a result of a decrease in the Group's balances
of cash and short-term deposits which totaled approximately $2,053,000 as of June 30, 2013, a decrease of
approximately $1,259,000 compared to the balances of cash and short-term deposits totaling approximately
$3,312,000 as of December 31, 2012. This decrease is mainly a result of the Group's current operations. The
balances of cash and short-term deposits as of June 30, 2013, excluding InterCure, totaled approximately $1,678,000, a decrease of approximately $668,000 compared to the balance as of December 31, 2012, which is mainly
explained by the cash flows used in operating activities.
The carrying amount of
trade receivables as of June 30, 2013 was approximately $97,000 compared to approximately $76,000 as of
December 31, 2012. The balance arises from InterCure's trade receivables.
The balance of trade receivables
mainly arises from sales to UK and U.S. chains. The Company's current standard payment terms for retail distribution channels are
30 credit days and 3-5 days for direct sale channels.
The carrying amount of inventories
as of June 30, 2013 totaled approximately $265,000 compared to approximately $229,000 as of December 31,
2012. The increase in inventories is principally explained by the fact that until the date of completing InterCure's debt refinancing
and the transaction with the Company and Medica Fund as described above, InterCure held minimal inventory levels based on its limited
financial resources prior to the debt refinancing.
The carrying amount of other
accounts receivable in the statement of financial position as of June 30, 2013 totaled approximately $168,000 (approximately
$114,000 excluding InterCure) compared to approximately $153,000 as of December 31, 2012 (approximately
$117,000 excluding InterCure) with no material change. The balance mainly includes Government authorities and prepaid
expenses.
The investment in an associate
includes the Company's investment in Proteologics. As of June 30, 2013, the investment totaled approximately $1,965,000
compared to approximately $2,336,000 as of December 31, 2012. The investment is recorded in the Company's books
under the equity method. During the period, the Company recorded equity losses from the investment in an associate totaling approximately
$449,000, offset by an increase in the investment from foreign currency translation differences of foreign operations
of approximately $68,000.
Property, plant and equipment
as of June 30, 2013 totaled approximately $70,000 (approximately $34,000 excluding InterCure) compared to
approximately $72,000 as of December 31, 2012 (approximately $31,000 excluding InterCure) with no material
change.
The carrying amount of
intangible assets as of June 30, 2013 was approximately $4,740,000 compared to approximately $4,886,000
on December 31, 2012. The balance comprises the license for the exclusive use of the rHuEPO drug patent for treating Multiple
Myeloma and the related knowhow and studies underlying the patent in a total of approximately $2,265,000, in
addition to transaction costs of approximately $187,000. The balance also includes technology totaling
approximately $1,711,000 and brand name totaling approximately $443,000 from the InterCure acquisition
transaction of July 2012. The change in the carrying amount as of June 30, 2013 compared to December 31, 2012 arises mainly
from the current amortization of said technology and brand name.
Current liabilities
The carrying amount of current
liabilities as of June 30, 2013 totaled approximately $1,369,000 (approximately $594,000 excluding InterCure),
compared to approximately $1,649,000 as of December 31, 2012 (approximately $757,000 excluding InterCure).
The decrease is primarily a result of the repayment of liabilities to professional service providers and the payment of grants
to officers for the capital raising of 2012.
|
1.3.2
|
Analysis of the operating results
|
Condensed statements
of income (U.S. dollars in thousands)
In the first half of 2012,
the Company did not include the results of InterCure whose results have only been consolidated in the Group's financial statements
starting from the acquisition date, i.e. the third quarter of 2012.
|
|
Six months ended
June 30,
|
|
|
Three months ended
June 30,
|
|
|
Year ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
|
|
$000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
1,185
|
|
|
|
-
|
|
|
|
512
|
|
|
|
-
|
|
|
|
938
|
|
Cost of sales
|
|
|
(387
|
)
|
|
|
-
|
|
|
|
(188
|
)
|
|
|
-
|
|
|
|
(380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
798
|
|
|
|
-
|
|
|
|
324
|
|
|
|
-
|
|
|
|
558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
(43
|
)
|
|
|
(43
|
)
|
|
|
(25
|
)
|
|
|
(26
|
)
|
|
|
(99
|
)
|
Selling and marketing expenses
|
|
|
(1,294
|
)
|
|
|
-
|
|
|
|
(608
|
)
|
|
|
-
|
|
|
|
(848
|
)
|
General and administrative expenses
|
|
|
(1,394
|
)
|
|
|
(975
|
)
|
|
|
(694
|
)
|
|
|
(591
|
)
|
|
|
(2,769
|
)
|
Other gains, net
|
|
|
10
|
|
|
|
-
|
|
|
|
3
|
|
|
|
-
|
|
|
|
802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(1,923
|
)
|
|
|
(1,018
|
)
|
|
|
(1,000
|
)
|
|
|
(617
|
)
|
|
|
(2,356
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income (expenses), net
|
|
|
26
|
|
|
|
(26
|
)
|
|
|
15
|
|
|
|
(58
|
)
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (losses) from investment in associate
|
|
|
(449
|
)
|
|
|
-
|
|
|
|
(259
|
)
|
|
|
-
|
|
|
|
569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
(2,346
|
)
|
|
|
(1,044
|
)
|
|
|
(1,244
|
)
|
|
|
(675
|
)
|
|
|
(1,742
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences
|
|
|
68
|
|
|
|
-
|
|
|
|
17
|
|
|
|
-
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income
|
|
|
68
|
|
|
|
-
|
|
|
|
17
|
|
|
|
-
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period
|
|
|
(2,278
|
)
|
|
|
(1,044
|
)
|
|
|
(1,227
|
)
|
|
|
(675
|
)
|
|
|
(1,628
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Company
|
|
|
(1,875
|
)
|
|
|
(1,044
|
)
|
|
|
(1,003
|
)
|
|
|
(675
|
)
|
|
|
(1,390
|
)
|
Non-controlling interests
|
|
|
(471
|
)
|
|
|
-
|
|
|
|
(241
|
)
|
|
|
-
|
|
|
|
(352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loss for the period
|
|
|
(2,346
|
)
|
|
|
(1,044
|
)
|
|
|
(1,244
|
)
|
|
|
(675
|
)
|
|
|
(1,742
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Company
|
|
|
(1,807
|
)
|
|
|
(1,044
|
)
|
|
|
(986
|
)
|
|
|
(675
|
)
|
|
|
(1,276
|
)
|
Non-controlling interests
|
|
|
(471
|
)
|
|
|
-
|
|
|
|
(241
|
)
|
|
|
-
|
|
|
|
(352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period
|
|
|
(2,278
|
)
|
|
|
(1,044
|
)
|
|
|
(1,227
|
)
|
|
|
(675
|
)
|
|
|
(1,628
|
)
|
Revenues
The Company's sales in the six and three
months ended June 30, 2013 totaled approximately $ 1,185,000 and approximately $ 512,000, respectively. These sales originated
from InterCure, whose majority of revenues are from sales to customers in the online markets. In the first quarter of 2013, sales
in InterCure totaled approximately $ 673,000.
Gross profit
Gross profit in the six and three months
ended June 30, 2013 totaled approximately $ 798,000 and approximately $ 324,000, respectively (approximately $ 903,000
and approximately $ 376,000 excluding amortization of excess cost in the transaction, respectively).
Cost of sales in the six and three months
ended June 30, 2013 includes amortization of excess cost attributable to technology identified in the acquisition and totaled approximately
$ 105,000 and approximately $ 53,000, respectively.
Research and development
expenses
Research and development expenses
in the six and three months ended June 30, 2013 totaled approximately $43,000 and approximately $25,000,
respectively, similarly to the corresponding periods of previous year. Research and development expenses comprise mainly medical
regulation costs, clinical insurance expenses and other medical consulting costs. Research and development expenses attributable
to InterCure in the six and three months ended June 30, 2013 totaled approximately $19,000 and approximately $11,000, respectively.
Selling and marketing expenses
Selling and marketing expenses
in the six and three months ended June 30, 2013 totaled approximately $1,294,000 and approximately $608,000,
respectively, originating entirely from InterCure. Selling and marketing expenses include advertising expenses (mainly media expenses)
of approximately $560,000 and approximately $239,000, respectively, in the six and three months ended June
30, 2013, compared to a gross profit of approximately $903,000 and approximately $376,000, respectively (less
amortization of excess cost), which represents an average contribution (gross profit less direct/online advertising costs divided
by direct/online advertising expenses) of about 61% and 57%, respectively. These expenses also include expenses in respect of share-based
payments to InterCure's service providers of approximately $296,000 and approximately $159,000, respectively.
General and administrative
expenses
General and administrative
expenses in the six and three months ended June 30, 2013 totaled approximately $1,394,000 and approximately $694,000, respectively, compared to approximately $975,000 and approximately $591,000 in the corresponding
periods of last year, respectively. General and administrative expenses in said periods excluding InterCure totaled $1,036,000 and approximately $510,000, respectively. The increase in general and administrative expenses (excluding expenses
attributable to InterCure) in relation to the corresponding periods of last year is principally explained by the increase in share-based
payments to employees and directors in respect of which the expenses in the period are recorded according to the Black and Scholes
model and the staircase method so that the expense is higher in initial periods and offset by grants to employees in connection
with the capital raising in the corresponding periods of last year. Moreover, general and administrative expenses attributable
to InterCure in said periods totaled approximately $358,000 and approximately $184,000, respectively, and
consist mainly of salaries, professional services, patent maintenance and share-based payment to directors and employees.
Other gains, net
In the six and three months
ended June 30, 2013, other gains were recorded totaling approximately $10,000 and approximately $3,000, respectively.
These gains arise from the exercise and expiration of stock options in Proteologics during the reporting period.
Finance income (expenses),
net
Finance income, net in the
six and three months ended June 30, 2013 totaled approximately $26,000 thousand and approximately $15,000, respectively,
compared to finance expenses, net of approximately $26,000 and approximately $58,000, respectively, in the
corresponding periods of last year. The increase in finance income derives mainly from exchange rate gains originating from the
revaluation of the NIS in relation to the U.S. dollar in respect of balances of NIS financial assets, net.
Losses from investment in
associate
In the six and three months
ended June 30, 2013, the Company incurred losses from the investment in Proteologics, recorded under the equity method, totaling
approximately $449,000 and approximately $259,000, respectively. As of June 30, 2013, the Company holds about 30.82% of Proteologics'
issued and outstanding share capital. In said periods, Proteologics recorded losses totaling approximately NIS 4,928 thousand
and approximately NIS 2,961 thousand (approximately $1,347,000 and approximately $816,000), respectively (excluding amortization
of excess cost totaling approximately $103,000 and approximately $21,000, respectively).
Taxes on income
The Group did not record taxes
on income or tax benefits in the reporting period or in the corresponding period of last year.
Loss and comprehensive loss
for the period
The loss attributable to equity
holders of the Company in the six and three months ended June 30, 2013 totaled approximately $1,875,000 and approximately
$1,003,000, respectively, compared to approximately $1,044,000 and approximately $675,000 in the
corresponding periods of last year, respectively. The increase in loss compared to the corresponding periods of last year is mainly
explained by the loss from InterCure and equity losses from the investment in Proteologics which had both been acquired in the
second half of 2012.
The comprehensive loss attributable
to equity holders of the Company in the six and three months ended June 30, 2013 totaled approximately $1,807,000 and
approximately $986,000, respectively, compared to approximately $1,044,000 and approximately $675,000
in the corresponding periods of last year, respectively. The Company's comprehensive loss includes the effect of foreign currency
translation differences from the investment in Proteologics whose functional currency is the NIS.
Basic and diluted loss per
share in the reporting period amounted to approximately $ 0.008 compared to $ 0.005 in the corresponding period of last
year.
Cash flows
Cash flows used in operating
activities in the six and three months ended June 30, 2013 totaled approximately $1,221,000 and approximately $668,000, respectively, compared to cash flows used in operating activities of approximately $627,000 and approximately
$344,000 in the corresponding periods of last year, respectively. InterCure's share in the cash flows used in operating
activities in said periods totaled approximately $516,000 and approximately $314,000, respectively. Cash
flows used in the Group's operating activities in the reporting period excluding InterCure totaled approximately $705,000.
The increase compared to the corresponding period of last year mainly arises from payments made in the period to professional service
providers and the payment of grants to officers in connection with the capital raising round of 2012.
Cash flows provided by (used
in) investing activities in the six and three months ended June 30, 2013 totaled approximately $499,000 and approximately
$(3,000), respectively, compared to cash flows used in investing activities of approximately $640,000 and
approximately $1,621,000 in the corresponding periods of last year, respectively. The changes between the periods mostly
reflect the movement in short-term deposits in the periods.
Cash flows provided by
financing activities in the six and three months ended June 30, 2013 totaled approximately $18,000 and
approximately $9,000, respectively, originating from the exercise of warrants (series 2) and non-marketable
options in said periods. Cash flows provided by financing activities in the corresponding periods of last year totaled
approximately $3,806,000 and approximately $36,000, respectively, originating from the private
placement of March 2012 and the exercise of warrants (series 2).
Financing resources
The Group's income from operations
at this stage derives solely from InterCure, the subsidiary. The Group finances its R&D operations from raising capital, its
own capital and from current credit from suppliers and service providers. As of June 30, 2013, the Group's balance of cash and
cash equivalents and short-term deposits amounted to approximately $2,053,000 (approximately $1,678,000 excluding
cash in InterCure). In the six months ended June 30, 2013, warrants (series 2) were exercised for an exercise increment of approximately
$9,000 (see 1.2.3 above) and non-marketable stock options were exercised for an exercise increment of approximately
$9,000 (see 1.2.4 above).
|
1.3.3
|
Pro forma financial statements
|
In conformity with the provisions
of Regulation 38b to the Israeli Securities Regulations (Periodic and Immediate Reports), 1970, the Company prepared pro forma
financial statements. The pro forma financial statements have been presented in order to reflect the Group's operating results
had the InterCure acquisition transaction been completed on January 1, 2012. See more details about pro forma data in the pro forma
financial statements.
|
2.
|
PART 2 - EXPOSURE TO MARKET RISKS AND THEIR MANAGEMENT
|
|
2.1
|
Exposure to market risks and their management
|
|
a.
|
The person responsible for managing market risks in the Group according to Board policy is Ronen
Twito, the Company's Deputy CEO and CFO.
|
|
b.
|
Description of the market risks to which the Group is exposed - the Group's activities expose it
to a variety of market risks including the changes in the exchange rates of the NIS in relation to the U.S. dollar (the Group's
functional currency).
|
|
c.
|
The policy of the Group in managing market risks - on March 29, 2012, the Board determined that
the Company's management is authorized to act, from time to time, to hold NIS at an amount sufficient for the repayment of NIS-denominated
liabilities on a timely basis, for a consecutive period of nine to twelve months each time. InterCure's Board decided to invest
the majority of cash balances in InterCure in short-term dollar-linked deposits and the remaining cash balances in NIS deposits.
|
|
d.
|
Supervision of risk management policy - the Group identifies and assesses the principal risks facing
it. The financial risks management is performed by the Group subject to the policy approved by the Company's Board.
|
Most of the Group's revenues
and expenses are denominated in U.S. dollars and partly in British Pound against which the Group holds its available liquid resources
in or linked to dollars. Nevertheless, in respect of some of the expenses which are denominated in NIS and create exposure to the
changes in the exchange rate of the NIS in relation to the dollar, the Group holds part of its liquid resources in NIS, based on
the decision of the Board as above, in order to minimize the currency risk.
As a hedge against economic
exposure, which does not significantly contradict the accounting exposure, the Company holds the majority of its current assets
in or linked to dollar.
|
2.1.2
|
Risks arising from changes in the economic environment and the global financial crisis
|
In recent years, the world
has experienced several events both in the political-security realm and in the economic realm which have shaken the international
markets in general and the Israeli market in particular. In the second quarter of 2013, the tensions in Israel's southern and northern
borders persisted in the backdrop of the civil war in Syria, the coup in Egypt (which was also expressed by terrorist attacks out
of the Sinai border) as well as the continuing tensions arising from Iran's pursuit of its nuclear plan. These factors are liable
to harm growth and the market's activity and stability.
As for the global economic
crisis which has been felt for the last few years, during the last two years, the European economy showed signs of deterioration
as reflected, among others, by lowering the credit rating of several countries in the Eurozone by international rating agencies
including France, Spain, Italy, Ireland, Greece, Portugal, Belgium, Cyprus and Slovenia. This credit downgrading has led to the
resignation of prime ministers in some of those countries after having been asked to implement extensive budget cuts.
The Group's management estimates
that since the Group's investment policy is to invest only in bank deposits in currencies that are used for its current needs (U.S.
dollar, which is the Group's functional currency and NIS - based on its needs and the Board's decision), it is not directly exposed
to changes in the market prices of quoted securities.
Also, since the Group is in
development stages and has no revenues from operations at this stage (excluding InterCure) and its expense budget relies on several
suppliers and service providers, the events described above have relatively low impact on its results, compared to product sales
companies. Nevertheless, since the Group funds its operations mainly from its own equity, as above, the events described above
could have a significant effect on the Group's ability to raise funds in the future in order to finance its plans and activity,
which will require the Company to minimize its activities, sell or grant a sublicense to third parties to use all or part of its
technologies in order to support its operations (see Note 1b to the annual consolidated financial statements).
As for InterCure, the financial
crisis in the main markets of the U.S. and the UK continues to significantly affect InterCure. The developments and crises in the
markets in general and particularly the economic slowdown, reduced consumer spending and decrease in the Consumer Confidence Index
are all liable to adversely affect InterCure's business results, available cash flows, value of assets, business position, financial
covenants, ability to distribute dividends and ability to raise financial resources, if needed, as well as the financing terms
of such raising.
Report of linkage bases
Linkage basis of balance
sheet items as of June 30, 2013
|
|
U.S.$
|
|
|
NIS
|
|
|
Other currencies
|
|
|
Non-monetary
|
|
|
Total
|
|
|
|
$000
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
645
|
|
|
|
322
|
|
|
|
28
|
|
|
|
-
|
|
|
|
995
|
|
Short-term deposits
|
|
|
503
|
|
|
|
555
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,058
|
|
Trade receivables
|
|
|
66
|
|
|
|
2
|
|
|
|
29
|
|
|
|
-
|
|
|
|
97
|
|
Other accounts receivable
|
|
|
-
|
|
|
|
116
|
|
|
|
-
|
|
|
|
52
|
|
|
|
168
|
|
Restricted deposits
|
|
|
-
|
|
|
|
22
|
|
|
|
-
|
|
|
|
-
|
|
|
|
22
|
|
Inventories
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
265
|
|
|
|
265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,214
|
|
|
|
1,017
|
|
|
|
57
|
|
|
|
317
|
|
|
|
2,605
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
330
|
|
|
|
329
|
|
|
|
3
|
|
|
|
-
|
|
|
|
662
|
|
Other accounts payable
|
|
|
399
|
|
|
|
228
|
|
|
|
-
|
|
|
|
80
|
|
|
|
707
|
|
Employee benefit liabilities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
729
|
|
|
|
557
|
|
|
|
3
|
|
|
|
93
|
|
|
|
1,382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary assets less monetary liabilities
|
|
|
485
|
|
|
|
460
|
|
|
|
54
|
|
|
|
224
|
|
|
|
1,223
|
|
Linkage basis of balance
sheet items as of June 30, 2012
|
|
U.S.$
|
|
|
NIS
|
|
|
Other currencies
|
|
|
Non-monetary
|
|
|
Total
|
|
|
|
$000
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
1,232
|
|
|
|
1,393
|
|
|
|
1
|
|
|
|
-
|
|
|
|
2,626
|
|
Short-term deposits
|
|
|
2,004
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,004
|
|
Accounts receivable
|
|
|
37
|
|
|
|
51
|
|
|
|
-
|
|
|
|
21
|
|
|
|
109
|
|
Restricted deposits
|
|
|
-
|
|
|
|
20
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,273
|
|
|
|
1,464
|
|
|
|
1
|
|
|
|
21
|
|
|
|
4,759
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
119
|
|
|
|
19
|
|
|
|
1
|
|
|
|
-
|
|
|
|
139
|
|
Other accounts payable
|
|
|
296
|
|
|
|
306
|
|
|
|
-
|
|
|
|
-
|
|
|
|
602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
415
|
|
|
|
325
|
|
|
|
1
|
|
|
|
-
|
|
|
|
741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary assets less monetary liabilities
|
|
|
2,858
|
|
|
|
1,139
|
|
|
|
-
|
|
|
|
21
|
|
|
|
4,018
|
|
Reporting
on the exposure to financial risks
Sensitivity
to changes in the exchange rate of the dollar in relation to the NIS
|
|
Gain (loss) from changes
|
|
|
|
|
|
Gain (loss) from changes
|
|
|
|
+10%
|
|
|
+5%
|
|
|
30.6.2013
|
|
|
-5%
|
|
|
-10%
|
|
|
|
$000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
32
|
|
|
|
16
|
|
|
|
322
|
|
|
|
(16
|
)
|
|
|
(32
|
)
|
Short-term deposits
|
|
|
56
|
|
|
|
28
|
|
|
|
555
|
|
|
|
(28
|
)
|
|
|
(56
|
)
|
Trade receivables
|
|
|
-
|
|
|
|
-
|
|
|
|
2
|
|
|
|
-
|
|
|
|
-
|
|
Other accounts receivable
|
|
|
12
|
|
|
|
6
|
|
|
|
116
|
|
|
|
(6
|
)
|
|
|
(12
|
)
|
Short-term restricted deposits
|
|
|
2
|
|
|
|
1
|
|
|
|
22
|
|
|
|
(1
|
)
|
|
|
(2
|
)
|
Trade payables
|
|
|
(33
|
)
|
|
|
(16
|
)
|
|
|
(329
|
)
|
|
|
16
|
|
|
|
33
|
|
Other accounts payable
|
|
|
(23
|
)
|
|
|
(11
|
)
|
|
|
(228
|
)
|
|
|
11
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exposure in the linkage balance sheet
|
|
|
46
|
|
|
|
24
|
|
|
|
460
|
|
|
|
(24
|
)
|
|
|
(46
|
)
|
|
3.
|
PART 3 - CORPORATE GOVERNANCE ASPECTS
|
|
3.1
|
Policy of granting donations
|
As of the reporting date, the
Company did not determine a policy on granting donations and during the reporting period the Company did not make any donations.
|
3.2
|
The Company's internal auditor
|
There was no material modification
to the data pertaining to the Company's internal auditor as it was shown in the Company's periodic report for the year ended December
31, 2012.
|
3.3.1
|
In the reporting period, eight meetings of the Board were held and three meetings of the committee
that examines the financial statements/the audit committee.
|
|
3.3.2
|
There was no material modification to the data pertaining to directors with accounting and financial
qualifications
as it was shown in the Company's periodic report for the year ended December
31, 2012.
|
|
3.3.3
|
The Company did not adopt in its articles a provision regarding the tenure of independent directors.
|
|
3.4
|
The Company's auditor
|
There was no material modification
to the data pertaining to the Company's auditor as it was shown in the Company's periodic report for the year ended December 31,
2012.
|
3.5
|
Disclosure of the financial statements approval process
|
The Company's Board transferred
the overall responsibility to the financial statements to the members of the audit committee as the committee that examines the
financial statements. Below are the names and details of the members of the committee that examines the financial statements:
Chairman of the committee -
Mr. Jaron Diament, external director, expert in accounting and financing.
Mrs. Dafna Cohen - external
director, expert in accounting and financing.
Mr. Marc Allouche - director,
expert in accounting and financing.
As for details of their qualifications,
education, experience and knowledge, see chapter D, Regulation 26 to the periodic report of 2012.
After being nominated, the committee's
members gave the Company a declaration pursuant to the provisions of article 3 to the Companies Regulations (Directives and Conditions
for Approving Financial Statements), 2010 as to having accounting and financing qualifications in accordance with the Companies
Regulations (Conditions and Tests of Director with Accounting and Financing Qualification and Director with Professional Qualification),
2005.
Several days before the meeting
of the committee, the Company's draft consolidated financial statements, draft report on the description of the corporation's business,
draft directors' report, draft report on separate financial information and draft report on the effectiveness of internal control
over financial reporting and disclosure are delivered to the members of the committee.
The meeting of the committee
that examines the financial statements, which was held on August 25, 2013, was also attended, besides the members of the committee,
by the Company's CEO, Mr. David Grossman, the Deputy CEO and CFO, Mr. Ronen Twito, the Company's legal consultants, Attorney Ronen
Kantor and Attorney Ron Soulema, and representatives of the Company's auditors (Kesselman & Kesselman, CPAs), CPA Ido Heller
and CPA Tziona Edri.
At the meeting of the committee
in which the financial statements are discussed, the Company's CEO and Deputy CEO and CFO review in a detailed manner the key points
of the financial statements, the Company's financial results, financial position and cash flows. This presentation comprises an
analytical analysis and it gives details of the composition of and movement in material items and a comparison is made to previous
periods.
In the meeting, a discussion
is held on the issue of estimates and judgments made in connection with the preparation of the financial statements as well as
valuations used in the preparation of the financial statements and internal controls over financial reporting. In the framework
of the discussion, the auditors give their reference to the audit procedure and to the data in the financial statements. Also,
the Company's CEO and Deputy CEO and CFO review significant transactions that were carried out and any changes that occurred in
the Company during the reporting period compared to corresponding periods presented. In this framework, a discussion is held during
which the members of the committee raise questions regarding the financial statements.
In the framework of the discussion,
the committee forms its recommendation to the Board about the estimates and judgments made in connection with the
financial statements, internal controls over financial reporting, overall financial statements disclosures and appropriateness,
accounting policies adopted and the accounting treatment applied to the Company's material issues, valuations and impairment losses
of assets, including the assumptions and estimates used to support the data in the financial statements.
The committee that examines
the financial statements transferred its recommendations to approve the financial statements to the Board's members. The members
of the Company's Board believe that the recommendations of the committee that examines the financial statements have been transferred
a reasonable amount of time before the discussion, considering the scope and complexity of the recommendations. The Company's Board
stated that a two-day difference between the meeting of the committee in the issue of the Company's financial statements as of
June 30, 2013 and the meeting of the Company's Board in the issue of their approval would be considered a reasonable amount of
time.
On August 29, 2013, after it
was made clear that the financial statements reflect properly the financial position of the Company and its operating results,
the Company's Board approved the financial statements of the Company as of June 30, 2013 in the presence of the following directors:
Amit Yonay (Chairman of the Board), Dafna Cohen, Jaron Diament, Marc Allouche and David Grossman.
|
4.
|
PART 4 - THE CORPORATION'S FINANCIAL REPORTING
|
|
4.1
|
Significant events after the reporting date
|
|
4.1.1
|
Listing for trade on the NASDAQ
- on July 10, 2013, the Company's management received
a notice from the NASDAQ's representatives stating that the admission committee had approved the Company's application to
relist its ADRs for trade on the NASDAQ. Accordingly, on July 15, 2013, the Company's ADRs began trading on the NASDAQ.
|
|
4.1.2
|
Appointing a CFO in InterCure
- CPA Uri Ben-Or
- on July 11, 2013, InterCure appointed
CPA Uri Ben-Or as CFO.
|
|
4.1.3
|
On July 17, 2013, InterCure announced that it had reached a settlement with Mr. Gavish and Dr.
Gavish in connection with the amendment of the license agreement. According to the amendment, Yazmonit will not be able to market
its products under InterCure's RESPeRATE ™ brand name and trademark.
|
|
4.1.4
|
Blind trust agreement signed by InterCure for the sale of the Company's shares held by it
-
on July 22, 2013, InterCure announced that it had entered into a blind trust agreement with S.G.S. Trusts Ltd. for the
gradual sale of the Company's shares over a period of two years and subject to the terms defined by the InterCure's Board.
These shares had been allocated to InterCure in the debt refinancing agreement signed by InterCure with its creditors on July
25, 2012 pursuant to which the Company acquired control over InterCure.
|
|
4.1.5
|
Exercise of warrants -
on July 31, 2013, holders of warrants (series 2) of the Company exercised
30,000 warrants (series 2) into 30,000 Ordinary shares of NIS 0.1 par value each in consideration of an average exercise increment
of approximately NIS 0.99 per warrant. The proceeds from the exercise of the warrants (series 2) totaled approximately $8,000.
|
|
4.1.6
|
Exercise of warrants -
on August 12, 2013, holders of the Company's warrants (series 2)
exercised 24,889 warrants (series 2) into 24,889 Ordinary shares of NIS 0.1 par value each for an average exercise increment
of NIS 0.98 per warrant. The overall proceeds from the exercise of the warrants (series 2) totaled approximately $7,000.
|
|
4.1.7
|
On August 15, 2013, the general meeting of InterCure's shareholders approved the following issues:
|
|
4.1.7.1
|
Approval of the remuneration offered to InterCure's new CEO, Mr. Ofer Gilboa, through a company
that is wholly controlled by him, including the grant of a letter of exemption and indemnification and the inclusion of Mr. Gilboa
in InterCure's officers' and directors' liability insurance policy.
|
|
4.1.7.2
|
Approval of a change in the exercise increment of non-marketable stock options that had been granted
to employees and officers in InterCure, including directors in InterCure who act as officers (or directors) in the Company (see
also 4.1.8 below).
|
|
4.1.7.3
|
Approval of a change in the terms of the options previously granted to InterCure's former CEO,
Mr. Ronen Twito, who acts as the Company's CFO and Deputy CEO (see also 4.1.8 below).
|
|
4.1.8
|
Changing the terms of the stock options granted to employees and officers in InterCure and to
InterCure's former CEO -
on August 15, 2013, following the approval of the Board of June 26, 2013, the general meeting of InterCure's
shareholders approved a change in the exercise increment of 1,238,333 non-marketable stock options granted to employees and officers
in InterCure, including directors in InterCure who act as officers in the Company, from an amount of $ 0.15 (54 Agorot) per
stock option to an amount equivalent to 10% above the average price of InterCure's share on the TASE in the three trading days
that preceded the date of the Board's decision, namely $ 0.063 (22.73 Agorot). The general meeting also approved a change
in the terms of the options previously granted to InterCure's former CEO, Mr. Ronen Twito, who acts as the Company's CFO and Deputy
CEO. The total economic value of the change in the option terms as above according to the Black and Scholes model pursuant to the
provisions of IFRS 2 as of the date of the Board's approval approximates $12,000.
|
|
4.1.9
|
On August 19, 2013, Dr. Ben-Zion Weiner
resigned from the board of directors of the Company. Dr. Weiner did however notify the Company that he would favorably consider
joining the Company's Scientific Advisory Board if so requested
.
|
|
4.1.10
|
On August 22, 2013, Proteologics announced that following discussions on its development strategy, Proteologics'
Board of Directors reached the following resolutions: 1. to seek out potential buyers for Proteologics' operations in the Ubiquitin
field, being Proteologics' main operating field, in light of the fact that said Ubiquitin products are still in early development
stages, and in light of the Board's estimate that current monetary resources are insufficient to bring these products to a significant
milestone; 2. to immediately devise a plan of action under the Board's resolution. In addition, the Board has appointed a sub-committee
to consider alternative operations for Proteologics. Upon realizing said resolutions, Proteologics shall remain without significant
business operations, and accordingly, shall not continue to operate as a going concern. As of the date of approval of the financial
statements, the Company estimates that the aforementioned resolutions will bear no material adverse effect on the value of the
Company's investment in Proteologics.
|
Critical accounting estimates
There was no material modification
to the critical accounting estimates as it was shown in the Company's periodic report for the year ended December 31, 2012.
August 29 2013
|
|
|
|
|
Date
|
|
Amit Yonay,
Chairman of the Board
|
|
David Grossman,
CEO
and Director
|
XTL BIOPHARMACEUTICALS LTD.
INTERIM FINANCIAL INFORMATION
AS OF JUNE 30, 2013
UNAUDITED
INDEX
|
Page
|
|
|
Auditors' Review Report
|
2
|
|
|
Condensed Consolidated Financial Statements - in U.S. dollars:
|
|
|
|
Condensed Consolidated Statements of Financial Position
|
3 - 4
|
|
|
Condensed Consolidated Statements of Comprehensive Loss
|
5
|
|
|
Condensed Consolidated Statements of Changes in Equity
|
6 - 10
|
|
|
Condensed Consolidated Statements of Cash Flows
|
11 - 13
|
|
|
Notes to Financial Statements
|
14 - 26
|
- - - - - - - - - - - -
Auditors' review Report to the shareholders
of XTL Biopharmaceuticals Ltd.
Introduction
We have reviewed the accompanying financial
information
of XTL Biopharmaceuticals Ltd (hereafter - the company) and its subsidiaries, which
includes the
condensed consolidated statement of financial position
as
of June 30, 2013 and the related condensed consolidated statement of comprehensive loss, changes in shareholders' equity, and cash
flows for the six and three month periods then ended. The Board of Directors and management are responsible for the preparation
and fair presentation of this interim financial information in accordance with IAS 34 "Interim Financial Reporting",
and they are also responsible to draw up interim financial information based on Chapter D to the Israel Securities Regulations
(Periodic and Immediate Reports), 1970. Our responsibility is to express a conclusion on this interim financial information based
on our review.
Scope of Review
We conducted our review in accordance with
Israeli Review Standard No. 1, issued by the Israeli Institute of Certified Public Accountants, "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity." A review of interim financial information consists of making
inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in Israel
and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified
in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to
our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material respects,
in accordance with IAS 34.
In addition to what is said in the previous
paragraph, based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial
information does not comply, in all material respects, with the disclosure provisions of Chapter D of the Israel Securities Regulations
(Periodic and Immediate Reports), 1970.
Tel-Aviv, Israel
August 29, 2013
|
Kesselman
&
Kesselman
Certified Public Accountants (Isr.)
A member firm of PricewaterhouseCoopers International Limited
|
XTL BIOPHARMACEUTICALS LTD.
CONDENSED CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
|
|
Unaudited
|
|
|
Audited
|
|
|
|
U.S. dollars in thousands
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
995
|
|
|
|
2,626
|
|
|
|
1,696
|
|
Short-term deposits
|
|
|
1,058
|
|
|
|
2,004
|
|
|
|
1,616
|
|
Trade receivables
|
|
|
97
|
|
|
|
-
|
|
|
|
76
|
|
Other accounts receivable
|
|
|
168
|
|
|
|
109
|
|
|
|
153
|
|
Restricted deposits
|
|
|
22
|
|
|
|
20
|
|
|
|
22
|
|
Inventories
|
|
|
265
|
|
|
|
-
|
|
|
|
229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,605
|
|
|
|
4,759
|
|
|
|
3,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in associate
|
|
|
1,965
|
|
|
|
-
|
|
|
|
2,336
|
|
Property, plant and equipment, net
|
|
|
70
|
|
|
|
31
|
|
|
|
72
|
|
Intangible assets, net
|
|
|
4,740
|
|
|
|
2,457
|
|
|
|
4,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,775
|
|
|
|
2,488
|
|
|
|
7,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
9,380
|
|
|
|
7,247
|
|
|
|
11,086
|
|
The accompanying notes are an integral
part of the financial statements.
XTL BIOPHARMACEUTICALS LTD.
CONDENSED CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
|
|
Unaudited
|
|
|
Audited
|
|
|
|
U.S. dollars in thousands
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
662
|
|
|
|
139
|
|
|
|
743
|
|
Other accounts payable
|
|
|
707
|
|
|
|
602
|
|
|
|
906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,369
|
|
|
|
741
|
|
|
|
1,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee benefit liabilities
|
|
|
13
|
|
|
|
-
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
|
|
-
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary share capital
|
|
|
6,001
|
|
|
|
5,777
|
|
|
|
5,997
|
|
Share premium and options
|
|
|
147,489
|
|
|
|
144,749
|
|
|
|
147,475
|
|
Accumulated deficit
|
|
|
(144,935
|
)
|
|
|
(144,020
|
)
|
|
|
(143,560
|
)
|
Treasury shares
|
|
|
(2,469
|
)
|
|
|
-
|
|
|
|
(2,469
|
)
|
Foreign currency translation adjustments of foreign operations
|
|
|
181
|
|
|
|
-
|
|
|
|
114
|
|
Reserve from transactions with non-controlling interests
|
|
|
9
|
|
|
|
-
|
|
|
|
(204
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,276
|
|
|
|
6,506
|
|
|
|
7,353
|
|
Non-controlling interests
|
|
|
1,722
|
|
|
|
-
|
|
|
|
2,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
equity
|
|
|
7,998
|
|
|
|
6,506
|
|
|
|
9,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and equity
|
|
|
9,380
|
|
|
|
7,247
|
|
|
|
11,086
|
|
The accompanying notes are an integral
part of the financial statements.
|
|
|
|
|
Amit Yonay
|
|
David Grossman
|
|
Ronen Twito
|
Chairman of the Board
|
|
Director and CEO
|
|
Deputy CEO and CFO
|
Date of approval of the financial statements
by the Company's Board: August 29, 2013.
XTL BIOPHARMACEUTICALS LTD.
CONDENSED CONSOLIDATED
STATEMENTS OF COMPREHENSIVE LOSS
|
|
Six months ended
June 30,
|
|
|
Three months ended
June 30,
|
|
|
Year ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
|
|
Unaudited
|
|
|
Audited
|
|
|
|
U.S. dollars in thousands (except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
1,185
|
|
|
|
-
|
|
|
|
512
|
|
|
|
-
|
|
|
|
938
|
|
Cost of sales
|
|
|
(387
|
)
|
|
|
-
|
|
|
|
(188
|
)
|
|
|
-
|
|
|
|
(380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
798
|
|
|
|
-
|
|
|
|
324
|
|
|
|
-
|
|
|
|
558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
(43
|
)
|
|
|
(43
|
)
|
|
|
(25
|
)
|
|
|
(26
|
)
|
|
|
(99
|
)
|
Selling and marketing expenses
|
|
|
(1,294
|
)
|
|
|
-
|
|
|
|
(608
|
)
|
|
|
-
|
|
|
|
(848
|
)
|
General and administrative expenses
|
|
|
(1,394
|
)
|
|
|
(975
|
)
|
|
|
(694
|
)
|
|
|
(591
|
)
|
|
|
(2,769
|
)
|
Other gains, net
|
|
|
10
|
|
|
|
-
|
|
|
|
3
|
|
|
|
-
|
|
|
|
802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(1,923
|
)
|
|
|
(1,018
|
)
|
|
|
(1,000
|
)
|
|
|
(617
|
)
|
|
|
(2,356
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
|
39
|
|
|
|
16
|
|
|
|
18
|
|
|
|
(17
|
)
|
|
|
60
|
|
Finance expenses
|
|
|
(13
|
)
|
|
|
(42
|
)
|
|
|
(3
|
)
|
|
|
(41
|
)
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income (expenses), net
|
|
|
26
|
|
|
|
(26
|
)
|
|
|
15
|
|
|
|
(58
|
)
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (losses) from investment in associate
|
|
|
(449
|
)
|
|
|
-
|
|
|
|
(259
|
)
|
|
|
-
|
|
|
|
569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
(2,346
|
)
|
|
|
(1,044
|
)
|
|
|
(1,244
|
)
|
|
|
(675
|
)
|
|
|
(1,742
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item which can be classified to profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences
|
|
|
68
|
|
|
|
-
|
|
|
|
17
|
|
|
|
-
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income
|
|
|
68
|
|
|
|
-
|
|
|
|
17
|
|
|
|
-
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period
|
|
|
(2,278
|
)
|
|
|
(1,044
|
)
|
|
|
(1,227
|
)
|
|
|
(675
|
)
|
|
|
(1,628
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Company
|
|
|
(1,875
|
)
|
|
|
(1,044
|
)
|
|
|
(1,003
|
)
|
|
|
(675
|
)
|
|
|
(1,390
|
)
|
Non-controlling interests
|
|
|
(471
|
)
|
|
|
-
|
|
|
|
(241
|
)
|
|
|
-
|
|
|
|
(352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,346
|
)
|
|
|
(1,044
|
)
|
|
|
(1,244
|
)
|
|
|
(675
|
)
|
|
|
(1,742
|
)
|
Total comprehensive loss for the period attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the Company
|
|
|
(1,807
|
)
|
|
|
(1,044
|
)
|
|
|
(986
|
)
|
|
|
(675
|
)
|
|
|
(1,276
|
)
|
Non-controlling interests
|
|
|
(471
|
)
|
|
|
-
|
|
|
|
(241
|
)
|
|
|
-
|
|
|
|
(352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,278
|
)
|
|
|
(1,044
|
)
|
|
|
(1,227
|
)
|
|
|
(675
|
)
|
|
|
(1,628
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share (in U.S. dollars)
|
|
|
(0.008
|
)
|
|
|
(0.005
|
)
|
|
|
(0.004
|
)
|
|
|
(0.003
|
)
|
|
|
(0.006
|
)
|
The accompanying notes are an integral
part of the financial statements.
XTL BIOPHARMACEUTICALS LTD.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
Six months ended June 30, 2013
|
|
|
|
Attributable to equity holders of the Company
|
|
|
|
|
|
|
|
|
|
Share
capital
|
|
|
Share
premium and options
|
|
|
Accumulated
deficit
|
|
|
Treasury
shares
|
|
|
Foreign
currency translation adjustments of foreign
operations
|
|
|
Reserve from transactions with non-controlling interests
|
|
|
Total
|
|
|
Non-controlling interests
|
|
|
Total
equity
|
|
|
|
U.S. dollars in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2013 (audited)
|
|
|
5,997
|
|
|
|
147,475
|
|
|
|
(143,560
|
)
|
|
|
(2,469
|
)
|
|
|
114
|
|
|
|
(204
|
)
|
|
|
7,353
|
|
|
|
2,071
|
|
|
|
9,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,875
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,875
|
)
|
|
|
(471
|
)
|
|
|
(2,346
|
)
|
Other
comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
68
|
|
|
|
-
|
|
|
|
68
|
|
|
|
|
|
|
|
68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,875
|
)
|
|
|
-
|
|
|
|
68
|
|
|
|
-
|
|
|
|
(1,807
|
)
|
|
|
(471
|
)
|
|
|
(2,278
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment to employees and others
|
|
|
-
|
|
|
|
-
|
|
|
|
500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
500
|
|
|
|
335
|
|
|
|
835
|
|
Conversion of convertible loan into capital in subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
213
|
|
|
|
213
|
|
|
|
(213
|
)
|
|
|
-
|
|
Exercise and expiration of stock options in associate
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1
|
)
|
|
|
-
|
|
|
|
(1
|
)
|
|
|
-
|
|
|
|
(1
|
)
|
Exercise of warrants and stock options into shares
|
|
|
4
|
|
|
|
14
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18
|
|
|
|
-
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2013 (unaudited)
|
|
|
6,001
|
|
|
|
147,489
|
|
|
|
(144,935
|
)
|
|
|
(2,469
|
)
|
|
|
181
|
|
|
|
9
|
|
|
|
6,276
|
|
|
|
1,722
|
|
|
|
7,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of the financial statements.
XTL BIOPHARMACEUTICALS LTD.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
Six months ended June 30, 2012
|
|
|
|
Attributable to equity holders of the Company
|
|
|
|
|
|
|
|
|
|
Share
capital
|
|
|
Share
premium and options
|
|
|
Accumulated
deficit
|
|
|
Treasury shares
|
|
|
Foreign
currency
translation adjustments of
foreign
operations
|
|
|
Reserve from transactions with non-controlling interests
|
|
|
Total
|
|
|
Non-controlling interests
|
|
|
Total
equity
|
|
|
|
U.S. dollars in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2012 (audited)
|
|
|
5,335
|
|
|
|
141,385
|
|
|
|
(143,276
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,444
|
|
|
|
-
|
|
|
|
3,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,044
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,044
|
)
|
|
|
-
|
|
|
|
(1,044
|
)
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,044
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,044
|
)
|
|
|
-
|
|
|
|
(1,044
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment to employees and others
|
|
|
-
|
|
|
|
-
|
|
|
|
300
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
300
|
|
|
|
-
|
|
|
|
300
|
|
Issuance of shares and options
|
|
|
309
|
|
|
|
2,109
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,418
|
|
|
|
-
|
|
|
|
2,418
|
|
Exercise of warrants and stock options into shares
|
|
|
133
|
|
|
|
1,255
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,388
|
|
|
|
-
|
|
|
|
1,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2012 (unaudited)
|
|
|
5,777
|
|
|
|
144,749
|
|
|
|
(144,020
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,506
|
|
|
|
-
|
|
|
|
6,506
|
|
The accompanying notes are an integral
part of the financial statements.
XTL BIOPHARMACEUTICALS LTD.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
Three months ended June 30, 2013
|
|
|
|
Attributable to equity holders of the Company
|
|
|
|
|
|
|
|
|
|
Share
capital
|
|
|
Share
premium and options
|
|
|
Accumulated
deficit
|
|
|
Treasury
shares
|
|
|
Foreign
currency translation adjustments of foreign
operations
|
|
|
Reserve from transactions with non-controlling interests
|
|
|
Total
|
|
|
Non-controlling interests
|
|
|
Total
equity
|
|
|
|
U.S. dollars in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2013 (unaudited)
|
|
|
5,998
|
|
|
|
147,483
|
|
|
|
(144,146
|
)
|
|
|
(2,469
|
)
|
|
|
164
|
|
|
|
(204
|
)
|
|
|
6,826
|
|
|
|
2,001
|
|
|
|
8,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,003
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,003
|
)
|
|
|
(241
|
)
|
|
|
(1,244
|
)
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
17
|
|
|
|
-
|
|
|
|
17
|
|
|
|
-
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,003
|
)
|
|
|
-
|
|
|
|
17
|
|
|
|
-
|
|
|
|
(986
|
)
|
|
|
(241
|
)
|
|
|
(1,227
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment to employees and others
|
|
|
-
|
|
|
|
-
|
|
|
|
214
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
214
|
|
|
|
175
|
|
|
|
389
|
|
Conversion of convertible loan into capital in subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
213
|
|
|
|
213
|
|
|
|
(213
|
)
|
|
|
-
|
|
Exercise of warrants and stock options into shares
|
|
|
3
|
|
|
|
6
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9
|
|
|
|
-
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2013 (unaudited)
|
|
|
6,001
|
|
|
|
147,489
|
|
|
|
(144,935
|
)
|
|
|
(2,469
|
)
|
|
|
181
|
|
|
|
9
|
|
|
|
6,276
|
|
|
|
1,722
|
|
|
|
7,998
|
|
The accompanying notes are an integral
part of the financial statements.
XTL BIOPHARMACEUTICALS LTD.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
Three months ended June 30, 2012
|
|
|
|
Attributable to equity holders of the Company
|
|
|
|
|
|
|
|
|
|
Share
capital
|
|
|
Share
premium and options
|
|
|
Accumulated
deficit
|
|
|
Treasury
shares
|
|
|
Foreign
currency
translation adjustments of
foreign
operations
|
|
|
Reserve from transactions with non-controlling interests
|
|
|
Total
|
|
|
Non-controlling interests
|
|
|
Total
equity
|
|
|
|
U.S. dollars in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2012 (unaudited)
|
|
|
5,772
|
|
|
|
144,699
|
|
|
|
(143,609
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,862
|
|
|
|
-
|
|
|
|
6,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
(675
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(675
|
)
|
|
|
-
|
|
|
|
(675
|
)
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
-
|
|
|
|
-
|
|
|
|
(675
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(675
|
)
|
|
|
-
|
|
|
|
(675
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment to employees and others
|
|
|
-
|
|
|
|
-
|
|
|
|
264
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
264
|
|
|
|
-
|
|
|
|
264
|
|
Exercise of warrants and stock options into shares
|
|
|
5
|
|
|
|
50
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
55
|
|
|
|
-
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2012 (unaudited)
|
|
|
5,777
|
|
|
|
144,749
|
|
|
|
(144,020
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,506
|
|
|
|
-
|
|
|
|
6,506
|
|
The accompanying notes are an integral
part of the financial statements.
XTL BIOPHARMACEUTICALS LTD.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
Year ended December 31, 2012
|
|
|
|
Attributable to equity holders of the Company
|
|
|
|
|
|
|
|
|
|
Share
capital
|
|
|
Share
premium and options
|
|
|
Accumulated
deficit
|
|
|
Treasury
shares
|
|
|
Foreign
currency translation adjustments of foreign
operations
|
|
|
Reserve from transactions with non-controlling interests
|
|
|
Total
|
|
|
Non-controlling interests
|
|
|
Total
equity
|
|
|
|
U.S. dollars in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2012 (audited)
|
|
|
5,335
|
|
|
|
141,385
|
|
|
|
(143,276
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,444
|
|
|
|
-
|
|
|
|
3,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,390
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,390
|
)
|
|
|
(352
|
)
|
|
|
(1,742
|
)
|
Other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
114
|
|
|
|
-
|
|
|
|
114
|
|
|
|
-
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,390
|
)
|
|
|
-
|
|
|
|
114
|
|
|
|
-
|
|
|
|
(1,276
|
)
|
|
|
(352
|
)
|
|
|
(1,628
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment to employees and others
|
|
|
-
|
|
|
|
-
|
|
|
|
1,106
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,106
|
|
|
|
193
|
|
|
|
1,299
|
|
Issuance of shares for business combination
|
|
|
176
|
|
|
|
2,293
|
|
|
|
-
|
|
|
|
(2,469
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,858
|
|
|
|
1,858
|
|
Issuance of shares and options
|
|
|
309
|
|
|
|
2,109
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,418
|
|
|
|
-
|
|
|
|
2,418
|
|
Conversion of convertible loan into capital in subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(204
|
)
|
|
|
(204
|
)
|
|
|
372
|
|
|
|
168
|
|
Exercise of warrants and stock options into shares
|
|
|
177
|
|
|
|
1,688
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,865
|
|
|
|
-
|
|
|
|
1,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2012 (audited)
|
|
|
5,997
|
|
|
|
147,475
|
|
|
|
(143,560
|
)
|
|
|
(2,469
|
)
|
|
|
114
|
|
|
|
(204
|
)
|
|
|
7,353
|
|
|
|
2,071
|
|
|
|
9,424
|
|
The accompanying notes are an integral
part of the financial statements.
XTL BIOPHARMACEUTICALS LTD.
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
Six months ended
June 30,
|
|
|
Three months ended
June 30,
|
|
|
Year ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
|
|
Unaudited
|
|
|
Audited
|
|
|
|
U.S. dollars in thousands
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
(2,346
|
)
|
|
|
(1,044
|
)
|
|
|
(1,244
|
)
|
|
|
(675
|
)
|
|
|
(1,742
|
)
|
Adjustments to reconcile loss to net cash used in operating activities (a)
|
|
|
1,125
|
|
|
|
417
|
|
|
|
576
|
|
|
|
331
|
|
|
|
236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(1,221
|
)
|
|
|
(627
|
)
|
|
|
(668
|
)
|
|
|
(344
|
)
|
|
|
(1,506
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of subsidiary, less cash received (d)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
733
|
|
Investment in associate
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,658
|
)
|
Decrease in restricted deposit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
Decrease (increase) in short-term
bank deposits
|
|
|
582
|
|
|
|
(617
|
)
|
|
|
(1
|
)
|
|
|
(1,599
|
)
|
|
|
(170
|
)
|
Purchase of property, plant and equipment
|
|
|
(10
|
)
|
|
|
(1
|
)
|
|
|
(2
|
)
|
|
|
-
|
|
|
|
(6
|
)
|
Loan granted
|
|
|
|
|
|
|
(22
|
)
|
|
|
-
|
|
|
|
(22
|
)
|
|
|
|
|
Purchase of intangible assets
|
|
|
(73
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(80
|
)
|
Other investments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(29
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
499
|
|
|
|
(640
|
)
|
|
|
(3
|
)
|
|
|
(1,621
|
)
|
|
|
(1,209
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of shares and options
|
|
|
-
|
|
|
|
2,418
|
|
|
|
-
|
|
|
|
(19
|
)
|
|
|
2,418
|
|
Receipts from exercise of stock options into shares
|
|
|
18
|
|
|
|
1,388
|
|
|
|
9
|
|
|
|
55
|
|
|
|
1,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
18
|
|
|
|
3,806
|
|
|
|
9
|
|
|
|
36
|
|
|
|
4,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
(704
|
)
|
|
|
2,539
|
|
|
|
(662
|
)
|
|
|
(1,929
|
)
|
|
|
1,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) from exchange rate differences on cash and cash equivalents
|
|
|
3
|
|
|
|
(36
|
)
|
|
|
(12
|
)
|
|
|
(58
|
)
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period
|
|
|
1,696
|
|
|
|
123
|
|
|
|
1,669
|
|
|
|
4,613
|
|
|
|
123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period
|
|
|
995
|
|
|
|
2,626
|
|
|
|
995
|
|
|
|
2,626
|
|
|
|
1,696
|
|
The accompanying notes are an integral
part of the financial statements.
XTL BIOPHARMACEUTICALS
LTD.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Six months ended
June 30,
|
|
|
Three months ended
June 30,
|
|
|
Year ended
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
|
|
|
Unaudited
|
|
|
Audited
|
|
|
|
|
U.S. dollars in thousands
|
|
(a)
|
Adjustments to reconcile loss
to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income and expenses not involving cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
157
|
|
|
|
2
|
|
|
|
79
|
|
|
|
1
|
|
|
|
136
|
|
|
Loss from disposal of property, plant and equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2
|
|
|
Share-based payment transactions to employees and others
|
|
|
835
|
|
|
|
300
|
|
|
|
389
|
|
|
|
264
|
|
|
|
1,299
|
|
|
Revaluation of short-term deposits
|
|
|
(24
|
)
|
|
|
(14
|
)
|
|
|
(6
|
)
|
|
|
(4
|
)
|
|
|
(75
|
)
|
|
Exchange rate differences on operating activities
|
|
|
(3
|
)
|
|
|
36
|
|
|
|
12
|
|
|
|
58
|
|
|
|
(5
|
)
|
|
Gain from bargain purchase
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(795
|
)
|
|
Change in employee benefit liabilities, net
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2
|
|
|
Loss (gain) from change in holding rate in associate
|
|
|
(10
|
)
|
|
|
-
|
|
|
|
(3
|
)
|
|
|
-
|
|
|
|
5
|
|
|
Losses (earnings) from investment in associate
|
|
|
449
|
|
|
|
-
|
|
|
|
259
|
|
|
|
-
|
|
|
|
(569
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,404
|
|
|
|
324
|
|
|
|
730
|
|
|
|
319
|
|
|
|
-
|
|
|
Changes in operating asset and liability items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in trade receivables
|
|
|
(21
|
)
|
|
|
-
|
|
|
|
2
|
|
|
|
-
|
|
|
|
3
|
|
|
Decrease (increase) in other accounts receivable
|
|
|
(15
|
)
|
|
|
(19
|
)
|
|
|
(2
|
)
|
|
|
3
|
|
|
|
(23
|
)
|
|
Decrease (increase) in inventories
|
|
|
(36
|
)
|
|
|
-
|
|
|
|
58
|
|
|
|
-
|
|
|
|
(44
|
)
|
|
Increase (decrease) in trade payables
|
|
|
(8
|
)
|
|
|
51
|
|
|
|
(141
|
)
|
|
|
32
|
|
|
|
199
|
|
|
Increase (decrease) in other accounts payable
|
|
|
(199
|
)
|
|
|
61
|
|
|
|
(71
|
)
|
|
|
(23
|
)
|
|
|
101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(279
|
)
|
|
|
93
|
|
|
|
(154
|
)
|
|
|
12
|
|
|
|
236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,125
|
|
|
|
417
|
|
|
|
576
|
|
|
|
331
|
|
|
|
236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
Additional information on cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest received
|
|
|
18
|
|
|
|
22
|
|
|
|
2
|
|
|
|
6
|
|
|
|
40
|
|
The accompanying notes are an integral
part of the financial statements.
XTL BIOPHARMACEUTICALS LTD.
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
Six months ended
June 30,
|
|
|
Three months ended
June 30,
|
|
|
Year ended
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
|
|
|
Unaudited
|
|
|
Audited
|
|
|
|
|
U.S. dollars in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
Non-cash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment and intangible assets on suppliers' credit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of treasury shares to subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible loan into capital in subsidiary
|
|
|
377
|
|
|
|
-
|
|
|
|
377
|
|
|
|
-
|
|
|
|
168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d)
|
Acquisition of newly consolidated subsidiary:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital (excluding cash and cash equivalents)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
517
|
|
|
Property, plant and equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(51
|
)
|
|
Intangible assets
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,397
|
)
|
|
Gain from bargain purchase
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
795
|
|
|
Non-current liabilities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11
|
|
|
Non-controlling interests
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of the financial statements.
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE
1:- GENERAL
|
a.
|
A general description of the Company and its activity:
|
XTL Biopharmaceuticals Ltd.
("the Company") is engaged in the development of therapeutics, among others, for the treatment of unmet medical needs,
improvement of existing medical treatment and business development in the medical realm. The Company was incorporated under the
Israeli Companies Law on March 9, 1993. The registered office of the Company is located at 85 Medinat Hayehudim Street, Herzliya
46766. The Company owns 100% of Xtepo Ltd. ("Xtepo") and owns 100% of a U.S. company, XTL Biopharmaceuticals Inc. ("XTL
Inc."), which was incorporated in 1999 under the laws of the State of Delaware, USA.
In the
reporting period, the Company's American Depository Receipts ("ADRs") were traded on the NASDAQ's Pink Sheets and as
of the date of approval of the financial statements, effective from July 15, 2013, the Company's ADRs have been traded on the NASDAQ's
main list (see also Note 6 regarding events after the reporting period) and its securities are traded on the Tel-Aviv Stock Exchange
("TASE").
On July 25, 2012, the Company
completed the acquisition of about 50.79% of the issued and outstanding share capital of InterCure Ltd. (as of the date of acquisition)
("InterCure"), a public company whose shares are traded on the TASE and is engaged in the research, development, marketing
and sale of home medical devices for the non-medicinal and non-invasive treatment of various diseases such as hypertension, congestive
cardiac failure, insomnia and stress. Also in the context of the acquisition, the Company extended InterCure a loan convertible
into shares of InterCure. On May 16, 2013, the Company informed InterCure of its decision to convert the entire convertible loan
which had been extended by the Company in the context of the acquisition into 7,620,695 Ordinary shares of InterCure as predetermined
in the acquisition agreement. Following said conversion and as of June 30, 2013, the Company holds about 54.72% of InterCure's
issued and outstanding share capital.
On November 21, 2012, the Company
acquired about 31.35% of the shares of Proteologics Ltd. ("Proteologics"), a public company whose shares are traded on
the TASE, in consideration of approximately NIS 6.5 million (approximately $ 1.7 million) paid in cash. As of June 30,
2013, the Company holds about 30.82% of Proteologics' issued and outstanding share capital (see also Note 12 to the annual consolidated
financial statements for 2012 and Note 6 events after the reporting period).
As of the date of the financial
statements, the Company is in stages of planning and preparing for the implementation of a phase 2 clinical trial of the recombinant
EPO ("rHuEPO") drug for treating Multiple Myeloma patients. As part of said preparations, the Company is conducting a
study which consists of collecting preliminary data on the existence of specific proteins in the blood of a group of Multiple Myeloma
patients to assist in targeting the phase 2 clinical trial protocol. The Company has expanded the study to additional centers in
order to collect additional data beyond the original study plan. The data collected in the preliminary study will be combined in
the plans and preparations for the implementation of the phase 2 clinical trial, as needed, which the Company expects to obtain
during the first half of 2014. Schedule has extended due to expansion of the preliminary study, as well as an ongoing Company review
of both data collected in the study and potential medical centers for conducting phase 2 experiment in the future, due to, inter
alia, the Company's return to the NASDAQ main list.
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE
1:- GENERAL (Cont.)
On November 30, 2011, the Company
completed the MinoGuard transaction according to which the Company acquired the activity of MinoGuard Ltd. ("MinoGuard"),
founded by Mor Research Applications Ltd. ("Mor"), by obtaining an exclusive license to MinoGuard's entire technology,
including the SAM-101 drug (combined drug to treat mental disorders focusing on schizophrenia) in return for royalties on sales
and milestone payments to be provided throughout the clinical development process with no additional consideration. The drug is
based on a combination of existing antipsychotic drugs and a known medicinal compound (Minocycline).
The Company has rights in patents
and other assets in the field of treating Hepatitis C (the DOS program) which have been transferred to Presidio Pharmaceuticals
Inc. ("Presidio") and returned to the Company by Presidio in August 2012 (see more details in Note 18a to the annual
consolidated financial statements for 2012). The Company intends to examine the renewal of activity in the field of Hepatitis C
and/or locate strategic partners for the continued development and marketing of drugs for treating Hepatitis C based on the DOS
technology which had been returned by Presidio.
The following are the Company's
subsidiaries as of June 30, 2013:
InterCure - a publicly traded
company on the TASE. InterCure has two subsidiaries - InterCure Inc., incorporated in the U.S., and InterCure UK, incorporated
in the UK (inactive).
Xtepo - a private company incorporated
in Israel in November 2009 which holds a license for the exclusive use of the patent for rHuEPO drug for treating Multiple Myeloma
patients.
XTL Inc. - was engaged in the
development of therapeutics and business initiatives in the medical realm. XTL Inc. has a wholly-owned subsidiary, XTL Development
Inc. ("XTL Development"), which was incorporated in 2007 under the laws of the State of Delaware, USA.
As of the date of the approval
of the financial statements, XTL Inc. and XTL Development are inactive.
The interim financial information
is reviewed and not audited.
|
b.
|
The Company has incurred continuing losses and its entire income at this stage originates from
InterCure, a subsidiary in which the control was acquired on July 25, 2012. The Company depends on outside financing resources
to continue its activities. Based on existing business plans, the Company's management estimates that its outstanding cash and
cash equivalent balances, including short-term deposits, will allow the Company to finance its activities at least until the fourth
quarter of 2014. However, the amount of cash which the Company will need in practice to finance its activities depends on numerous
factors which include, but are not limited to, the timing, planning and execution of clinical trials of existing drugs and future
projects which the Company might acquire or other business development activities such as acquiring new technologies and/or changes
in circumstances which are liable to cause significant expenses to the Company in excess of management's current and known expectations
as of the date of these financial statements and which will require the Company to reallocate funds against plans, also due to
circumstances beyond its control.
|
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE
1:- GENERAL (Cont.)
The Company expects to incur
additional losses in 2013 arising from research and development activities, testing additional technologies and operating activities,
which will be reflected in negative cash flows from operating activities. Accordingly, in order to complete the clinical trials
aimed at developing a product until obtaining its marketing approval, the Company will be forced to raise additional funds in the
future by issuing securities. Should the Company fail to raise additional capital in the future under standard terms, it will be
required to dispose of marketable securities held by it or minimize its activities, sell or grant a sublicense to third parties
to use all or part of its technologies.
NOTE
2:- BASIS OF PREPARATION OF THE CONDENSED FINANCIAL STATEMENTS
|
a.
|
The condensed consolidated financial information of the Group as of June 30, 2013 and for the interim
periods of six and three months then ended ("interim financial information") has been prepared in accordance with IAS
34, "Interim Financial Reporting" ("IAS 34") and includes the additional disclosure requirements in accordance
with Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970. This interim financial information does not
contain all the information and disclosures that are required in the framework of the annual financial statements. This interim
financial information should be read in conjunction with the annual financial statements for 2012 and the accompanying notes which
have been prepared in accordance with International Financial Reporting Standards ("IFRS") and included the additional
disclosure requirements in accordance with the Israeli Securities Regulations (Annual Financial Statements), 2010.
|
|
b.
|
Estimates - the preparation of the interim financial statements requires the Group's management
to make judgments and to use accounting estimates and assumptions that have an effect on the application of the Group's accounting
policies and on the reported amounts of assets, liabilities and expenses. Actual results could differ from those estimates.
|
|
|
In the preparation of these condensed consolidated interim financial statements, the significant
judgment exercised by management in applying the Group's accounting policies and the uncertainties involved in the key sources
of the estimates were identical to those in the annual consolidated financial statements for the year ended December 31, 2012.
|
NOTE
3:- SIGNIFICANT ACCOUNTING POLICIES
The Group's significant accounting
policies and methods of computation adopted in the preparation of the interim financial information are consistent with those followed
in the preparation of the annual financial statements for 2012, except for standards, amendments or interpretations to existing
standards that became effective and that are mandatory for the accounting periods beginning January 1, 2013 as described below:
|
a.
|
IFRS 10, "Consolidated Financial Statements" ("IFRS 10"):
|
IFRS 10 supersedes all existing
guidance on the control and consolidation of financial statements in IAS 27, "Consolidated and Separate Financial Statements"
("IAS 27") and SIC 12, "Consolidation
- Special Purpose Entities". IFRS 10 redefines "control". The new definition focuses on the requirement that power
and variable returns should exist in order for control to exist. "Power" is the current ability to direct the activities
which significantly affect the returns. IFRS 10 contains, inter alia, guidance relating to differentiating between participating
rights and protective rights as well as guidance relating to cases where an investor is acting on behalf of another party or on
behalf of a group of parties (agent/principal relationships). The core principle whereby a consolidated entity presents the accounts
of a parent company and its subsidiaries as a single entity remains unchanged as well as the mechanics of consolidation.
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE
3:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The Group has adopted IFRS
10 for the first time for the annual period commencing on January 1, 2013. The adoption of IFRS 10 did not have a material impact
on the Group's consolidated financial statements.
|
b.
|
IAS 27 (Revised), "Separate Financial Statements" ("IAS 27R"):
|
IAS 27R supersedes IAS 27 and
only addresses separate financial statements. The existing guidance for separate financial statements has remained unchanged in
IAS 27R.
The Group has adopted IAS 27R
for the first time for the annual period commencing on January 1, 2013. Since IAS 27R does not address consolidated financial statements,
its initial adoption did not have any effect on the Group's consolidated financial statements.
|
c.
|
IAS 28 (Revised), "Investments in Associates" ("IAS 28R"):
|
IAS 28R replaces IAS 28 in
its previous format. The key changes contained in IAS 28R compared to IAS 28 relate to adding explicit references to the application
of the equity method when accounting for investments in joint ventures as a result of the new guidance prescribed by IFRS 11.
The Group has adopted IAS 28R
for the first time for the annual period commencing on January 1, 2013. The adoption of IAS 28R did not have any effect on the
Group's consolidated financial statements.
|
d.
|
IFRS 12, "Disclosure of Interests in Other Entities" ("IFRS 12"):
|
IFRS 12 prescribes disclosure
requirements addressing accounting issues prescribed in IFRS 10 and IFRS 11, "Joint Arrangements" ("IFRS 11")
and supersedes the existing disclosure requirements in IAS 28. The disclosure requirements prescribed in IFRS 12 include: significant
judgments and assumptions; rights in subsidiaries; rights in joint arrangements and in associates; and rights in structured entities
not consolidated in the financial statements.
The Group has adopted IFRS
12 for the first time for the annual period commencing on January 1, 2013. The initial adoption of IFRS 12 is expected to expand
certain disclosures in the Group's consolidated financial statements regarding its rights in other entities.
|
e.
|
IFRS 13, "Fair Value Measurement" ("IFRS 13"):
|
IFRS 13 focuses on improving
the consistency and minimizing the complexity of fair value measurements by providing an accurate definition of the term "fair
value" and offering a single source of guidance for the measurement of fair value and for the disclosure requirements of
fair value measurement to be used by all the various IFRS standards. The requirements prescribed in IFRS 13 do not expand the use
of fair value accounting but do provide guidance as to its adoption in cases where its use is required or allowed by other IFRS
standards.
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE
3:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The Group has adopted IFRS
13 for the first time for the annual period commencing on January 1, 2013. IFRS 13 was adopted prospectively from said annual period.
The disclosure requirements of IFRS 13 need not be applied to comparative figures relating to periods before the date of its initial
adoption. The initial adoption of IFRS 13 did not have a material effect on the Group's consolidated financial statements.
|
f.
|
IAS 19 (Revised 2011), "Employee Benefits" ("IAS 19R"):
|
IAS 19R introduces significant
changes in the manner of recognizing and measuring defined benefit plans and benefits in respect of employee dismissal and provides
new disclosure requirements for all types of employees benefits within the scope of IAS 19 as follows:
|
-
|
The remeasurement of the net defined benefit liability (formerly - actuarial gains and losses)
will be recognized in other comprehensive income and not in profit or loss.
|
|
-
|
The "corridor" approach which allowed the deferral of actuarial gains or losses has been
eliminated.
|
|
-
|
Income from the plan assets is recognized in profit or loss based on the discount rate used to
measure the employee benefit liabilities. The return on plan assets excluding the aforementioned income recognized in profit or
loss is included in the remeasurement of the net defined benefit liability.
|
|
-
|
The distinction between short-term employee benefits and long-term employee benefits is based on
the expected settlement date and not on the date on which the employee first becomes entitled to the benefits.
|
|
-
|
Past service cost arising from changes in the plan is recognized immediately.
|
The Group has retrospectively
adopted IAS 19R commencing on January 1, 2013 for all reported periods. The initial adoption of IAS 19R did not have a material
effect on the Group's consolidated financial statements.
|
g.
|
IAS 1 (Revised), "Presentation of Financial Statements" ("IAS 1R"):
|
IAS 1R modifies the manner
of disclosure of items of other comprehensive income in the statement of comprehensive income according to the following principles:
|
-
|
The items presented in other comprehensive income should be separated into two groups based on
whether they can be reclassified in the future to profit or loss. Accordingly, items which cannot be reclassified in the future
to profit or loss will be presented separately from the re-classifiable items.
|
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE
3:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
-
|
Entities that choose to present the items of other comprehensive income before the respective tax
will be required to separately present the tax effect of each of the abovementioned groups.
|
|
-
|
The title of the statement of comprehensive income was changed to "statement of profit or
loss and other comprehensive income"; however, IAS 1 allows entitie4s to use other titles.
|
The Group has adopted IAS 1R
for the first time for the annual period commencing on January 1, 2013 retrospectively for all reported periods. Since all of the
Group's items of other comprehensive income may be reclassified in the future to profit or loss, the initial adoption of IAS 1R
did not have a material impact on the Group's consolidated financial statements.
|
h.
|
IAS 34 (Revised), "Interim Financial Reporting" ("IAS 34R"):
|
IAS 34R, which forms part of
the Annual Improvements document issued in May 2012, clarifies the disclosure requirements in interim financial reporting regarding
segment assets and segment liabilities. According to IAS 34R, disclosure must be provided in the interim financial statements for
the measure of total assets and total liabilities attributed to a certain reporting segment if these amounts are regularly provided
to the Chief Operating Decision Maker ("CODM") and in the event of a material change in the measures already disclosed
in respect of said reporting segment in the latest annual financial statements.
The Group has adopted IAS
34R for the first time for the annual period commencing on January 1, 2013. The initial adoption of IAS 34R did not have a material
impact on the Group's consolidated financial statements.
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE
4:- SIGNIFICANT EVENTS DURING THE PERIOD
|
a.
|
On January 21, 2013, InterCure announced that the examination conducted as part of the process
of concluding the engagement with Mr. Erez Gavish, the former CEO ("Mr. Gavish"), revealed several issues which require
inspection in connection with InterCure's actions during Mr. Gavish's term as CEO, including the legal validity of the license
agreement of October 2011 signed between InterCure and a company controlled by Dr. Benjamin Gavish ("Dr. Gavish"). InterCure's
Board appointed a committee which includes an external attorney hired for this purpose and another director in InterCure in order
to investigate the issue and provide the Board with conclusions. In addition, a notice was delivered to Mr. Gavish and Dr. Gavish
on the establishment of said committee which summoned the two to provide explanations regarding the issues under inspection and
requested that they inform any of their future potential partners or investors of the inspection of the legal validity of said
license agreement. On April 7, 2013, InterCure announced that on April 4, 2013, an originating summons had been filed by Yazmonit
Ltd., a company controlled by Dr. Gavish, against it with the Tel-Aviv-Jaffa District Court according to which the Court is asked
to render a verdict which declares that the license agreement had been approved and signed and the rights therein had been conferred
and transferred by the respondent to the petitioner as required by law. Moreover, on May 13, 2013, InterCure filed a petition with
the Court for dismissing the originating summons in limine and assigning the motion to a standard legal procedure. See Note 6 events
after the reporting period regarding a compromise agreement signed between the parties involved.
|
|
b.
|
On February 21, 2013, the Company's special general meeting of shareholders and the general meeting
of holders of warrants (series 2) of the Company decided to extend the exercise period of said warrants from February 27, 2013
to December 31, 2013. On March 12, 2013, the decision was approved by the District Court pursuant to Section 350 to the Israeli
Companies Law, 1999.
|
|
c.
|
In keeping with the negotiations held between the Company and Kitov Pharmaceuticals Ltd. (see Note
18a to the annual consolidated financial statements for 2012), on March 5, 2013, the parties to the transaction decided to cease
the negotiations as they failed to yield any binding agreement.
|
|
d.
|
On March 21, 2013, Prof. Reuven Zimlichman was appointed as InterCure's medical director. According
to the consulting agreement with Prof. Zimlichman, he will provide InterCure with services consisting of R&D consulting, IP
and medical regulation management. Prof. Zimlichman will be granted 130,000 stock options exercisable into 130,000 Ordinary shares
of InterCure for an exercise increment of NIS 0.54 per stock option. The stock options vest in 12 equal portions each quarter
over a period of three years from the grant date. Alternatively, if as a result of the signing of an agreement between InterCure
and a medical institution (such as a sickness fund) for the sale of InterCure's products through the medical institution the total
sales of InterCure's products exceed US$ 175,000, then 30% of the then unvested stock options will vest. The fair value of
all the stock options using the Black-Scholes model in accordance with the provisions of IFRS 2 as of the date of InterCure's Board's
approval approximates $9,000. The exercise period of the stock options is a maximum of 10 years from the date of grant.
|
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE
4:- SIGNIFICANT EVENTS DURING THE PERIOD (Cont.)
The value of each option is
based on the following inputs: expected dividend of 0%, expected standard deviation of 92.21%, risk-free interest rates of 2.76%-3.21%
and expected life of 5-6.5 years.
|
e.
|
On June 26, 2013, Mr. Ofer Gilboa was appointed as CEO of InterCure. The agreement provides for
a letter of exemption and indemnification, and the inclusion of Mr. Gilboa in InterCure's directors' and officers' liability insurance
policy. In addition, according to Mr. Gilboa's employment agreement, he will be granted 650,000 stock options which are exercisable
into Ordinary shares of InterCure at an exercise price of NIS 0.23 per stock option. The stock options vest over a period
of three years whereby 1/12 of stock options will vest at the end of each quarter. The fair value of the entire stock options using
the Black-Scholes model pursuant to the provisions of IFRS 2 as of the date of InterCure's Board's approval was approximately $19,000. The exercise period is for a maximum of ten years from the allocation date. The value of each option is based on the
following inputs: expected dividend rate of 0%, expected standard deviation rate of 39.01%, risk-free interest rate of 1% and expected
life of 5-6.5 years. Also according to the employment agreement, if InterCure's revenues exceed $ 5 million and the EBITDA
is not less than $ 1 million, Mr. Gilboa will be entitled to a bonus of $25,000. It was also determined that Mr.
Gilboa will be entitled to a bonus of 1% of any capital rising round in InterCure over a period of 36 months from commencing his
tenure, provided that the investments are made by third parties that are unrelated to InterCure, and up to a maximum bonus of $100,000. See also Note 6 events after the reporting period.
|
|
f.
|
During the reporting period, holders of the Company's warrants (series 2) exercised 31,410 warrants
(series 2) into 31,410 Ordinary shares of NIS 0.1 par value each for an average exercise increment of NIS 1.02 per warrant.
The overall proceeds from the exercise of the warrants (series 2) totaled approximately $9,000.
|
|
g.
|
During the reporting period, 130,000 non-marketable stock options of the Company were exercised
into 130,000 Ordinary shares of NIS 0.1 par value each for an average exercise increment of NIS 0.28 per stock option.
The proceeds from the exercise of the stock options totaled approximately $9,000.
|
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE 5: SEGMENT REPORTING
The Group's management has established
operating segments in accordance with reports reviewed by the Chief Operating Decision Maker ("CODM") and which are used
to make strategic decisions. Until July 25, 2012, the Company had a single operating segment - drug development. Effective from
said date, following the acquisition of InterCure, the CODM reviews the business activities both according to the nature of the
activity and the geographical location of the activity. With respect to the nature of the activity, the CODM reviews the operating
results of the drug development activity and of the medical device activity. From a geographical standpoint, the CODM reviews the
performance of sales of medical devices in the U.S., the UK and the rest of the world.
Segment reporting data for the
six and three months ended June 30, 2013 and for the year ended December 31, 2012:
|
|
Six months ended June 30, 2013 (unaudited)
|
|
|
|
Medical devices
|
|
|
Drug
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
|
UK
|
|
|
Other
|
|
|
development
|
|
|
Adjustments
|
|
|
Total
|
|
|
|
U.S. dollars in thousands
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
1,010
|
|
|
|
164
|
|
|
|
11
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,185
|
|
Inter-segment revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
483
|
|
|
|
-
|
|
|
|
(483
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
|
|
1,010
|
|
|
|
164
|
|
|
|
494
|
|
|
|
-
|
|
|
|
(483
|
)
|
|
|
1,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results before current amortization of intangible assets identified in acquisition
|
|
|
5
|
|
|
|
3
|
|
|
|
2
|
|
|
|
(151
|
)
|
|
|
-
|
|
|
|
(141
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current amortization of intangible assets identified in acquisition
|
|
|
(111
|
)
|
|
|
(17
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results
|
|
|
(106
|
)
|
|
|
(14
|
)
|
|
|
2
|
|
|
|
(151
|
)
|
|
|
-
|
|
|
|
(269
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated joint expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,664
|
)
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
Financial income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
Losses from investment in associate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(449
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,346
|
)
|
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE 5: SEGMENT REPORTING (Cont.)
|
|
Three months ended June 30, 2013 (unaudited)
|
|
|
|
Medical devices
|
|
|
Drug
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
|
UK
|
|
|
Other
|
|
|
development
|
|
|
Adjustments
|
|
|
Total
|
|
|
|
U.S. dollars in thousands
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
436
|
|
|
|
73
|
|
|
|
3
|
|
|
|
-
|
|
|
|
-
|
|
|
|
512
|
|
Inter-segment revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
(53
|
)
|
|
|
-
|
|
|
|
53
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
|
|
436
|
|
|
|
73
|
|
|
|
(50
|
)
|
|
|
-
|
|
|
|
53
|
|
|
|
512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results before current amortization of intangible assets identified in acquisition
|
|
|
(11
|
)
|
|
|
(6
|
)
|
|
|
(3
|
)
|
|
|
(83
|
)
|
|
|
-
|
|
|
|
(103
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current amortization of intangible assets identified in acquisition
|
|
|
(55
|
)
|
|
|
(8
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(63
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results
|
|
|
(66
|
)
|
|
|
(14
|
)
|
|
|
(3
|
)
|
|
|
(83
|
)
|
|
|
-
|
|
|
|
(166
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated joint expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(837
|
)
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
Financial income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
|
|
Losses from investment in associate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(259
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,244
|
)
|
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE 5: SEGMENT REPORTING (Cont.)
|
|
Year
ended December 31, 2012 (audited)
|
|
|
|
Medical devices
|
|
|
Drug
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
|
UK
|
|
|
Other
|
|
|
development
|
|
|
Adjustments
|
|
|
Total
|
|
|
|
U.S. dollars in thousands
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
766
|
|
|
|
167
|
|
|
|
5
|
|
|
|
-
|
|
|
|
-
|
|
|
|
938
|
|
Inter-segment revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
583
|
|
|
|
-
|
|
|
|
(583
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
|
|
766
|
|
|
|
167
|
|
|
|
588
|
|
|
|
-
|
|
|
|
(583
|
)
|
|
|
938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results before current amortization of intangible assets identified in acquisition
|
|
|
28
|
|
|
|
(18
|
)
|
|
|
2
|
|
|
|
(388
|
)
|
|
|
-
|
|
|
|
(376
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current amortization of intangible assets identified in acquisition
|
|
|
(140
|
)
|
|
|
(35
|
)
|
|
|
(1
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(176
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results
|
|
|
(112
|
)
|
|
|
(53
|
)
|
|
|
1
|
|
|
|
(388
|
)
|
|
|
-
|
|
|
|
(552
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated joint expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,606
|
)
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
802
|
|
Financial income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
Losses from investment in associate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,742
|
)
|
NOTE
6:- EVENTS AFTER THE REPORTING PERIOD
|
a.
|
On July 10, 2013, the Company's management received a notice from the NASDAQ's representatives
stating that the admission committee has approved the Company's application to relist its ADRs for trade on the NASDAQ. Accordingly,
on July 15, 2013, the Company's ADRs began trading on the NASDAQ.
|
|
b.
|
On July 17, 2013 InterCure announced that it had reached a compromise with Mr. Gavish and Dr. Gavish
with regard to the amendment of said licensing agreement. According to the amendment, Yazmonit can no longer Market its products
under InterCure's brand name and trademark – RESPeRATE
TM
.
|
|
c.
|
On July 22, 2013, InterCure announced that it had entered into a blind trust agreement with S.G.S.
Trusts Ltd. ("the trustee") for the gradual sale of the 7,165,662 Company shares that had been allocated to InterCure
in the acquisition agreement over a period of two years. According to the blind trust agreement, the Company's shares will be deposited
with the trustee who will sell them during trade on the TASE in compliance with the mechanism and limitations prescribed in the
blind trust agreement over a period of two years.
|
|
d.
|
On July 31, 2013, holders of warrants (series 2) of the Company exercised 30,000 warrants (series
2) into 30,000 Ordinary shares of NIS 0.1 par value each in consideration of an average exercise increment of approximately
NIS 0.99 per warrant.
|
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE
6:- EVENTS AFTER THE REPORTING PERIOD (Cont.)
The proceeds from the exercise
of the warrants (series 2) totaled approximately $8,000.
|
e.
|
On August 5, 2013, the Law for Changing National Priorities (Legislative Amendments for Achieving
Budget Targets for 2013-2014), 2013 ("the Law") was issued in the official Government records, according to which the
following changes were prescribed:
|
|
1.
|
Effective from the 2014 tax year and thereafter, increasing the corporate tax rate to 26.5% (instead
of 25%).
|
|
2.
|
Effective from the 2014 and thereafter, increasing the tax rates applicable to income from preferred
enterprises pursuant to the Law for the Encouragement of Capital Investments, 1959 ("the Encouragement Law") to 9% in
development area A (instead of 7% in 2014 and 6% from 2015 and thereafter) and 16% in other areas (instead of 12.5% in 2014 and
12% from 2015 and thereafter). Moreover, the tax rate applicable to dividends originating from preferred income as defined in the
Encouragement Law distributed from January 1, 2014 and thereafter will increase to 20% (instead of 15%).
|
|
3.
|
When revaluation gains are distributed by a company to its shareholders, the asset underlying the
revaluation gains that are recorded in the distributing company's financial statements will be viewed as an asset sold on the distribution
date (notional sale) and therefore the revaluation gains will be taxable. Revaluation gains have been defined in the Law as retained
earnings that are not corporate taxable within the scope determined by the Minister of Finance, with the Knesset's Finance Committee's
approval, in an amount exceeding NIS 1 million and the tax thereon will be calculated on accumulative basis from the date
of the asset's acquisition.
|
|
|
The Law is not expected to have an effect on the Company's financial statements.
|
|
f.
|
On August 12, 2013,
holders of
warrants (series 2) of the Company exercised 24,889 warrants (series 2) into 24,889 Ordinary shares of NIS 0.1 par value each
in consideration of an average exercise increment of approximately NIS 0.98 per warrant. The proceeds from the exercise of
the warrants (series 2) totaled approximately $7,000.
|
|
g.
|
On August 15, 2013, following InterCure's Board's approval, the general meeting of InterCure's
shareholders approved the following:
|
|
1.
|
Approval of remuneration offered to the
new CEO, Mr. Ofer Gilboa, through a company wholly owned by him, including grant of
an exemption and indemnification letter
to him, and his incorporation in InterCure's directors and officers' liability insurance policy.
|
XTL BIOPHARMACEUTICALS LTD.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2013 (UNAUDITED)
NOTE
6:- EVENTS AFTER THE REPORTING PERIOD (Cont.)
|
2.
|
Change in the exercise increment of 1,238,333 non-marketable stock options granted to employees
and officers in InterCure, including directors in InterCure who act as officers in the Company, from an amount of $ 0.15 (54
Agorot) per stock option to an amount equivalent to 10% above the average price of InterCure's share on the TASE in the three trading
days that preceded the date of the Board's decision, namely $ 0.063
(22.73 Agorot). The general meeting also approved a change in the terms of the options previously granted to InterCure's former
CEO, Mr. Ronen Twito, who acts as the Company's CFO and Deputy CEO. The total economic value of the change in the option terms
as above according to the Black-Scholes model pursuant to the provisions of IFRS 2 as of the date of the Board's approval approximates
$12,000.
|
|
h.
|
On August 19, 2013, Dr. Ben-Zion Weiner resigned from the board of directors of the Company. Dr.
Weiner did however notify the Company that he would favorably consider joining the Company's Scientific Advisory Board if so requested.
|
|
i.
|
On August 22, 2013, Proteologics announced that following discussions on its development strategy, Proteologics'
Board of Directors reached the following resolutions: 1. to seek out potential buyers for Proteologics' operations in the Ubiquitin
field, being Proteologics' main operating field, in light of the fact that said Ubiquitin products are still in early development
stages, and in light of the Board's estimate that current monetary resources are insufficient to bring these products to a significant
milestone; 2. to immediately devise a plan of action under the Board's resolution. In addition, the Board has appointed a sub-committee
to consider alternative operations for Proteologics. Upon realizing said resolutions, Proteologics shall remain without significant
business operations, and accordingly, shall not continue to operate as a going concern. As of the date of approval of the financial
statements, the Company estimates that the aforementioned resolutions will bear no material adverse effect on the value of the
Company's investment in Proteologics.
|
- - - - - - - - - - - -
XTL BIOPHARMACEUTICALS LTD.
INTERIM FINANCIAL REPORTING
AS OF JUNE 30, 2013
SEPARATE FINANCIAL INFORMATION DISCLOSED
IN ACCORDANCE WITH REGULATION 38D TO THE ISRAELI SECURITIES REGULATIONS (PERIODIC AND IMMEDIATE REPORTS), 1970
UNAUDITED
INDEX
|
Page
|
|
|
Auditors' Review Report
|
2
|
|
|
Financial Data - in U.S. dollars:
|
|
|
|
Assets
and Liabilities Included in the Consolidated Financial Statements
Attributable to the Company Itself as a Parent
|
3
|
|
|
Income
and Expenses Included in the Consolidated Financial Statements
Attributable
to the Company Itself as a Parent
|
4
|
|
|
Cash Flows
Included in the Statements
Attributable to
the Company Itself as a Parent
|
5 - 6
|
|
|
Notes and Additional Information to the Financial Data
|
7 - 9
|
To the shareholders of
XTL Biopharmaceuticals Ltd.
|
Re:
|
Special report of for the review of the separate interim financial information according to
regulation 38(d) to the Israel Securities Regulations (Periodic and Immediate Reports) - 1970
|
Introduction
We have reviewed the accompanied separate
interim financial information according to regulation 38(d) to the Israel Securities Regulations (Periodic and Immediate Reports)
- 1970 of XTL Biopharmaceuticals Ltd (hereafter - the Company), as of June 30, 2013 and for the six and three month periods then
ended. The Board of Directors and management are responsible for the preparation and fair presentation of this interim financial
information. Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of Review
We conducted our review in accordance with
Israeli Review Standard No. 1, issued by the Israeli Institute of Certified Public Accountants, "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity." A review of interim financial information consists of making
inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in Israel
and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified
in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to
our attention that causes us to believe that the accompanying interim separate financial information is not prepared, in all material
respects, in accordance with regulation 38d' of the Israeli Securities Regulations (Periodic and Immediate Reports) - 1970.
Tel-Aviv, Israel
August 29, 2013
|
Kesselman
&
Kesselman
Certified Public Accountants (Isr.)
A member firm of PricewaterhouseCoopers International Limited
|
Kesselman &
Kesselman, Trade Tower, 25 Hamered Street, Tel-Aviv 68125, Israel, P.O Box 452 Tel-Aviv 61003
Telephone: +972
-3- 7954555, Fax:+972 -3- 7954556, www.pwc.co.il
XTL BIOPHARMACEUTICALS LTD.
Separate Interim Financial Information
disclosed in accordance with Regulation 38d
to the Israeli Securities Regulations (Periodic
and Immediate Reports), 1970
Assets
and Liabilities Included in the Consolidated Financial Statements
Attributable to the Company
Itself as a Parent
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
|
|
Unaudited
|
|
|
Audited
|
|
|
|
U.S. dollars in thousands
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
494
|
|
|
|
1,419
|
|
|
|
241
|
|
Short-term deposits
|
|
|
503
|
|
|
|
2,004
|
|
|
|
1,008
|
|
Accounts receivable
|
|
|
98
|
|
|
|
96
|
|
|
|
109
|
|
Convertible loan extended to investee
|
|
|
-
|
|
|
|
-
|
|
|
|
352
|
|
Receivables for investees
|
|
|
55
|
|
|
|
78
|
|
|
|
94
|
|
Restricted deposits
|
|
|
22
|
|
|
|
20
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,172
|
|
|
|
3,617
|
|
|
|
1,826
|
|
NON-CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
34
|
|
|
|
31
|
|
|
|
31
|
|
Intangible assets
|
|
|
5
|
|
|
|
5
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39
|
|
|
|
36
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount attributable to equity holders of the parent of total assets less total liabilities reflecting in the consolidated financial statements financial information of investees
|
|
|
6,408
|
|
|
|
3,685
|
|
|
|
6,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets attributable
to the Company itself as a parent
|
|
|
7,619
|
|
|
|
7,338
|
|
|
|
8,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
98
|
|
|
|
84
|
|
|
|
97
|
|
Payables for investees
|
|
|
821
|
|
|
|
177
|
|
|
|
365
|
|
Other accounts payable
|
|
|
424
|
|
|
|
571
|
|
|
|
588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,343
|
|
|
|
832
|
|
|
|
1,050
|
|
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary share capital
|
|
|
6,001
|
|
|
|
5,777
|
|
|
|
5,997
|
|
Share premium
|
|
|
147,489
|
|
|
|
144,749
|
|
|
|
147,475
|
|
Accumulated deficit
|
|
|
(144,935
|
)
|
|
|
(144,020
|
)
|
|
|
(143,560
|
)
|
Treasury shares
|
|
|
(2,469
|
)
|
|
|
-
|
|
|
|
(2,469
|
)
|
Foreign currency translation adjustments of foreign operations
|
|
|
181
|
|
|
|
-
|
|
|
|
114
|
|
Reserve from transactions with non-controlling interests
|
|
|
9
|
|
|
|
-
|
|
|
|
(204
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
equity
|
|
|
6,276
|
|
|
|
6,506
|
|
|
|
7,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and equity
|
|
|
7,619
|
|
|
|
7,338
|
|
|
|
8,403
|
|
The accompanying notes and additional information
are an integral part of the financial data.
|
|
|
|
|
Amit Yonay
|
|
David Grossman
|
|
Ronen Twito
|
Chairman of the Board
|
|
Director and CEO
|
|
Deputy CEO and CFO
|
Date of approval of the financial statements
by the Company's Board: August 29, 2013.
XTL BIOPHARMACEUTICALS LTD.
Separate Interim Financial Information
disclosed in accordance with Regulation 38d
to the Israeli Securities Regulations (Periodic
and Immediate Reports), 1970
Income and Expenses Included in the
Consolidated Financial Statements
Attributable to the Company
Itself as a Parent
|
|
Six months ended
June 30,
|
|
|
Three months ended
June 30,
|
|
|
Year ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
|
|
Unaudited
|
|
|
Audited
|
|
|
|
U.S. dollars in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
(24
|
)
|
|
|
(43
|
)
|
|
|
(14
|
)
|
|
|
(26
|
)
|
|
|
(92
|
)
|
General and administrative expenses
|
|
|
(1,005
|
)
|
|
|
(936
|
)
|
|
|
(491
|
)
|
|
|
(571
|
)
|
|
|
(2,379
|
)
|
Other gains, net
|
|
|
10
|
|
|
|
-
|
|
|
|
3
|
|
|
|
-
|
|
|
|
787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(1,019
|
)
|
|
|
(979
|
)
|
|
|
(502
|
)
|
|
|
(597
|
)
|
|
|
(1,684
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
|
30
|
|
|
|
8
|
|
|
|
11
|
|
|
|
(4
|
)
|
|
|
51
|
|
Finance expenses
|
|
|
(33
|
)
|
|
|
(29
|
)
|
|
|
(14
|
)
|
|
|
(26
|
)
|
|
|
(57
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance expenses, net
|
|
|
(3
|
)
|
|
|
(21
|
)
|
|
|
(3
|
)
|
|
|
(30
|
)
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss after financing
|
|
|
(1,022
|
)
|
|
|
(1,000
|
)
|
|
|
(505
|
)
|
|
|
(627
|
)
|
|
|
(1,690
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount attributable to equity holders of the parent of total income less total expenses reflecting in the condensed consolidated financial statements operating results of investees
|
|
|
(853
|
)
|
|
|
(44
|
)
|
|
|
(498
|
)
|
|
|
(48
|
)
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period attributable to the Company itself as a parent
|
|
|
(1,875
|
)
|
|
|
(1,044
|
)
|
|
|
(1,003
|
)
|
|
|
(675
|
)
|
|
|
(1,390
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item which can be classified to profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation differences
|
|
|
68
|
|
|
|
-
|
|
|
|
17
|
|
|
|
-
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income
|
|
|
68
|
|
|
|
-
|
|
|
|
17
|
|
|
|
-
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period attributable to equity holders of the parent
|
|
|
(1,807
|
)
|
|
|
(1,044
|
)
|
|
|
(986
|
)
|
|
|
(675
|
)
|
|
|
(1,276
|
)
|
The accompanying notes and additional information
are an integral part of the financial data.
XTL BIOPHARMACEUTICALS LTD.
Separate Interim Financial Information
disclosed in accordance with Regulation 38d
to the Israeli Securities Regulations (Periodic
and Immediate Reports), 1970
Cash Flows Included in
the Consolidated Financial Statements
Attributable to the Company itself as a Parent
|
|
Six months ended
June 30,
|
|
|
Three months ended
June 30,
|
|
|
Year ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
|
|
Unaudited
|
|
|
Audited
|
|
|
|
U.S. dollars in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
(1,875
|
)
|
|
|
(1,044
|
)
|
|
|
(1,003
|
)
|
|
|
(675
|
)
|
|
|
(1,390
|
)
|
Adjustments to reconcile loss to net cash used in operating activities (a)
|
|
|
1,171
|
|
|
|
466
|
|
|
|
624
|
|
|
|
362
|
|
|
|
139
|
|
Net cash flows from operating activities relating to transactions with investees
|
|
|
415
|
|
|
|
(20
|
)
|
|
|
292
|
|
|
|
(172
|
)
|
|
|
125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(289
|
)
|
|
|
(598
|
)
|
|
|
(87
|
)
|
|
|
(485
|
)
|
|
|
(1,126
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(149
|
)
|
Investment in associate
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,658
|
)
|
Decrease (increase) in short-term bank deposits
|
|
|
529
|
|
|
|
(1,808
|
)
|
|
|
20
|
|
|
|
(2,000
|
)
|
|
|
(798
|
)
|
Purchase of property, plant and equipment
|
|
|
(7
|
)
|
|
|
(1
|
)
|
|
|
(2
|
)
|
|
|
-
|
|
|
|
(6
|
)
|
Loan granted
|
|
|
-
|
|
|
|
(22
|
)
|
|
|
-
|
|
|
|
(22
|
)
|
|
|
-
|
|
Other investments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(29
|
)
|
Net cash used in investing activities relating to transactions with investees
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
(330
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
522
|
|
|
|
(1,831
|
)
|
|
|
18
|
|
|
|
(2,022
|
)
|
|
|
(2,970
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of shares and options
|
|
|
-
|
|
|
|
2,418
|
|
|
|
-
|
|
|
|
(19
|
)
|
|
|
2,418
|
|
Receipts from exercise of stock options into shares
|
|
|
18
|
|
|
|
1,388
|
|
|
|
9
|
|
|
|
55
|
|
|
|
1,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
18
|
|
|
|
3,806
|
|
|
|
9
|
|
|
|
36
|
|
|
|
4,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
251
|
|
|
|
1,377
|
|
|
|
(60
|
)
|
|
|
(2,471
|
)
|
|
|
187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) from exchange rate differences on cash and cash equivalents
|
|
|
2
|
|
|
|
(23
|
)
|
|
|
-
|
|
|
|
(44
|
)
|
|
|
(11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period
|
|
|
241
|
|
|
|
65
|
|
|
|
554
|
|
|
|
3,934
|
|
|
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period
|
|
|
494
|
|
|
|
1,419
|
|
|
|
494
|
|
|
|
1,419
|
|
|
|
241
|
|
The accompanying notes and additional information
are an integral part of the financial data.
XTL BIOPHARMACEUTICALS LTD.
Separate Interim Financial Information
disclosed in accordance with Regulation 38d
to the Israeli Securities Regulations (Periodic
and Immediate Reports), 1970
Cash Flows Included in
the Consolidated Financial Statements
Attributable to the Company itself as a Parent
|
|
|
Six months ended
June 30,
|
|
|
Three months ended
June 30,
|
|
|
Year ended
December 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
2012
|
|
|
|
|
Unaudited
|
|
|
Audited
|
|
|
|
|
U.S. dollars in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Adjustments to reconcile loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income and expenses not involving cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
4
|
|
|
|
2
|
|
|
|
2
|
|
|
|
1
|
|
|
|
5
|
|
|
Loss from disposal of property, plant and equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2
|
|
|
Share-based payment transactions to employees and others
|
|
|
500
|
|
|
|
300
|
|
|
|
214
|
|
|
|
264
|
|
|
|
1,106
|
|
|
Gains from exchange rate differences on operating activities
|
|
|
-
|
|
|
|
-
|
|
|
|
2
|
|
|
|
-
|
|
|
|
11
|
|
|
Gain from bargain purchase
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(795
|
)
|
|
Revaluation of short-term deposits
|
|
|
(24
|
)
|
|
|
(3
|
)
|
|
|
(21
|
)
|
|
|
(3
|
)
|
|
|
(19
|
)
|
|
Loss (gain) from change in holding rate in associate
|
|
|
(10
|
)
|
|
|
-
|
|
|
|
(3
|
)
|
|
|
-
|
|
|
|
5
|
|
|
Exchange rate differences on operating activities
|
|
|
-
|
|
|
|
23
|
|
|
|
-
|
|
|
|
44
|
|
|
|
-
|
|
|
Net amount attributable to equity holders of the parent of total income less total expenses reflecting in the condensed consolidated financial statements operating results of investees
|
|
|
853
|
|
|
|
44
|
|
|
|
498
|
|
|
|
48
|
|
|
|
(300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,323
|
|
|
|
366
|
|
|
|
692
|
|
|
|
354
|
|
|
|
15
|
|
|
Changes in operating asset and liability items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in accounts receivable
|
|
|
11
|
|
|
|
(13
|
)
|
|
|
(5
|
)
|
|
|
(2
|
)
|
|
|
(48
|
)
|
|
Increase (decrease) in trade payables
|
|
|
1
|
|
|
|
51
|
|
|
|
(5
|
)
|
|
|
32
|
|
|
|
64
|
|
|
Increase (decrease) in other accounts payable
|
|
|
(164
|
)
|
|
|
62
|
|
|
|
(58
|
)
|
|
|
(22
|
)
|
|
|
108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(152
|
)
|
|
|
100
|
|
|
|
(68
|
)
|
|
|
8
|
|
|
|
124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,171
|
|
|
|
466
|
|
|
|
624
|
|
|
|
362
|
|
|
|
139
|
|
(b)
|
Non-cash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred charges in connection with the acquisition of Kitov recorded under "other investments"
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of treasury shares to subsidiary
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,469
|
|
The accompanying notes and additional information
are an integral part of the financial data.
XTL BIOPHARMACEUTICALS LTD.
Separate Interim Financial Information
disclosed in accordance with Regulation 38d
to the Israeli Securities Regulations (Periodic
and Immediate Reports), 1970
|
Note 1:-
|
Basis of Preparation of the Separate Financial Information
Disclosed in accordance with Regulation 38D to the Israeli Securities Regulations (Periodic and Immediate Reports), 1970
|
|
The Company
|
-
|
XTL Biopharmaceuticals Ltd.
|
|
|
|
|
|
The separate interim financial information
|
-
|
separate interim financial information disclosed in accordance with Regulation 38d to the Israeli Securities Regulations (Periodic and Immediate Reports), 1970
|
Unless stated otherwise, all
the terms used within the scope of the separate interim financial information are as these terms are defined in the condensed consolidated
financial statements of the Company as of June 30, 2013 and for the six and three-month periods then ended ("condensed interim
consolidated statements").
|
Investee
|
-
|
subsidiary
|
|
|
|
|
|
Intragroup transaction
|
-
|
transactions of the Company and subsidiaries
|
|
|
|
|
|
Intragroup balances, income and expenses and cash flows
|
-
|
balances, income and expenses and cash flows, as the case may be, resulting from intragroup transactions that have been eliminated in the consolidated financial statements
|
|
b.
|
The principles of preparation of the separate financial
information:
|
The separate interim financial
information has been prepared in conformity with Regulation 38d to the Israeli Securities Regulations (Periodic and Immediate Reports),
1970 ("Periodic Report Regulations"). Accordingly, financial data of the interim consolidated statements of the corporation
as stated in Regulation 9c to the Periodic Report Regulations ("Regulation 9c"), with the obligated changes, will be
disclosed in the interim statement along with the auditors' review report.
Accordingly, the separate interim
financial information comprises financial data of the condensed consolidated financial statements of the Company as of June 30,
2013 and for the six and three-month periods then ended ("condensed interim consolidated financial statements") attributable
to the Company itself as the parent.
XTL BIOPHARMACEUTICALS LTD.
Separate Interim Financial Information
disclosed in accordance with Regulation 38d
to the Israeli Securities Regulations (Periodic
and Immediate Reports), 1970
|
Note 1:-
|
Basis of Preparation of the Separate Financial Information
Disclosed in accordance with Regulation 38D to the Israeli Securities Regulations (Periodic and Immediate Reports), 1970 (Cont.)
|
This separate interim financial
information should be read in conjunction with the condensed interim consolidated financial statements and with the separate financial
information of the Company as of December 31, 2012 and for each of the three years in the period then ended ("the Company's
separate financial information for 2012") and the accompanying notes which have been prepared in accordance with Regulation
9c to the Periodic Report Regulations, as well as particulars specified in the Tenth Addendum to these Regulations and subject
to the clarifications specified in the "Clarification Regarding the Separate Financial Statement of the Corporation"
which was published on the website of the Israeli Securities Authority on January 24, 2010 and which address how to apply
said Regulation and Addendum ("IAS Staff Clarification").
The significant accounting
policies and methods of computation adopted in the preparation of the separate interim financial information are consistent with
those followed in the preparation of the Company's separate financial information for 2012 as elaborated therein.
The interim financial information
is reviewed and not audited.
The separate
interim financial information does not constitute financial statements, including separate financial statements, which are prepared
and presented in accordance with International Financial Reporting Standards ("IFRS") in general, and the provisions
of International Accounting Standard 27, "Consolidated and Separate Financial Statements" in particular and it does not
constitute interim financial information prepared in accordance with IAS 34, "Interim Financial Reporting".
Nonetheless,
the accounting policy specified in Note 3 to the condensed interim consolidated financial statements regarding the significant
accounting policies and the method by which the financial data were classified in the condensed interim consolidated financial
statements were applied for the purpose of presenting the separate interim financial information and this with the obligated changes
resulting from the above regarding the significant accounting policies and methods of computation adopted in the preparation of
the separate interim financial information.
|
Note 2:-
|
Relations, Engagements, Loans, Material Investments
and Transactions between the Company and Its Investees
|
|
a.
|
In January 2013, the Company converted a current intragroup balance with a wholly-owned subsidiary,
XTL Biopharmaceuticals Inc., of approximately $54,000 into an equity investment.
|
XTL BIOPHARMACEUTICALS LTD.
Separate Interim Financial Information
disclosed in accordance with Regulation 38d
to the Israeli Securities Regulations (Periodic
and Immediate Reports), 1970
|
Note 2:-
|
Relations, Engagements, Loans, Material Investments
and Transactions between the Company and Its Investees (Cont.)
|
|
b.
|
On May 16, 2013, the Company informed an investee, InterCure Ltd. ("InterCure"), of its
decision to convert the entire convertible loan which had been extended by the Company in the context of the acquisition of July
25, 2012 into 7,620,695 Ordinary shares of InterCure. Prior to said decision, the Company held about 45.41% of InterCure's issued
and outstanding share capital. Following said conversion and as of June 30, 2013, the Company holds about 54.72% of InterCure's
issued and outstanding share capital.
|
APPENDIX A
Interim report on the effectiveness
of internal control over financial reporting
and disclosure pursuant to the Israeli
Regulation 38c(a)
Management, under the supervision of the
board of directors of XTL Biopharmaceuticals Ltd. ("
the Company
"), is responsible for planning and maintaining
adequate internal control over financial reporting and disclosure in the Company. The executive officers in charge are:
1. Mr. David Grossman, CEO.
2. Mr. Ronen Twito, Deputy CEO and CFO.
3. Mr. Omer Morashti, Controller.
Internal control over financial reporting
and disclosure consists of the Company's existing controls and procedures that have been planned by the CEO and the most senior
financial officer or under their supervision, or by the equivalent acting officers, under the governance of the Company's board
of directors, designed to provide reasonable assurance about the reliability of financial reporting and the preparation of the
financial statements in compliance with applicable laws, and guarantee that all information that the Company is required to disclose
in the financial statements issued by law is collected, processed, summarized and reported in a timely manner and according to
the format prescribed by law.
Among other things, internal control includes
controls and procedures planned to guarantee that all information that the Company is required to disclose as above is gathered
and transferred to the Company's management, including the CEO and the most senior financial officer, or the equivalent acting
officers, in order to allow decision making on a timely basis with respect to the disclosure requirement.
Because of its inherent limitations, internal
control over financial reporting and disclosure is not designed to provide absolute assurance that misstatements or omissions of
information in the financial statements will be prevented or detected.
In the annual report on the effectiveness
of internal control over financial reporting and disclosure which is attached to the periodic report for the period ended December
31, 2012 ("
the last annual report on internal control
"), management and the board of directors have assessed the
Company's internal control; based on this assessment, the Company's board of directors and management have concluded that the Company's
internal control as above as of December 31, 2012 is effective.
Through the date of this report, no events
or circumstances have been brought to the knowledge of the board of directors and management that are liable to change the assessment
of the effectiveness of internal control, as found in the last quarterly report on internal control.
As of the date of this report, based on
the assessment of the effectiveness of internal control in the last annual report on internal control, and based on information
brought to the knowledge of management and the board of directors, as above, internal control is effective.
It is indicated that on July 25, 2012,
the Company completed an acquisition of 50.79% of the shares of InterCure Ltd. ("
InterCure
") following which the
Company obtained control over InterCure for the first time. As of June 30, 2013, the Company holds about 54.72% of InterCure's
share capital. InterCure is not part of the scope of this report.
Chief Executive Officer's Statement
pursuant to Regulation 38c(d)(1):
Letter of Representation
Chief Executive Officer's Statement
I, David Grossman, hereby declare that:
|
(1)
|
I have reviewed the quarterly report of XTL Biopharmaceuticals Ltd. ("
the Company
")
for the second quarter of 2013 ("
the reports
").
|
|
(2)
|
To my knowledge, the reports do not contain any misrepresentation of any material facts and do
not omit any representation of any material facts that are needed in order for the representations included therein, in view of
the circumstances under which such representations were included, not to be misleading with reference to the period of the reports.
|
|
(3)
|
To my knowledge, the financial statements and any other financial information included in the reports
adequately reflect, in all material respects, the financial position, operating results and cash flows of the Company for the dates
and periods addressed in the reports.
|
|
(4)
|
I have disclosed to the Company's auditor, to the Company's board of directors and audit committee,
based on my last evaluation of internal control over financial reporting and disclosure:
|
|
(a)
|
All the significant deficiencies and the material weaknesses in the establishment or operation
of internal control over financial reporting and disclosure that are liable to reasonably adversely affect the Company's ability
to record, process, summarize or report financial information in a manner that is to impair the reliability of financial reporting
and the preparation of the financial statements in accordance with applicable law; and
|
|
(b)
|
Any fraud, whether material or not, that involves the CEO or direct subordinates thereto or that
involves other employees with a significant role in internal control over financial reporting and disclosure.
|
|
(5)
|
I, alone or along with others in the Company:
|
|
(a)
|
Have established controls and procedures, or have secured the establishment and existence of such
controls and procedures under my supervision, designed to guarantee that material information relating to the Company, including
its consolidated companies as they are defined in the Israeli Securities Regulations (Annual Financial Statements), 2010, is brought
to my knowledge by others in the Company and in the consolidated companies, particularly during the period of the preparation of
the reports; and
|
|
(b)
|
Have established controls and procedures, or have secured the establishment and existence of such
controls and procedures under my supervision, designed to reasonably guarantee the reliability of financial reporting and the preparation
of the financial statements in accordance with applicable law, including according to generally accepted accounting principles.
|
|
(c)
|
Have not been made aware of any event or circumstance that occurred in the period from the date
of the last report through the date of this report, that is to modify the conclusion of the management and the board of directors
regarding the effectiveness of the Company's internal control over financial reporting and disclosure.
|
There is nothing in the aforesaid to derogate
from my responsibility or the responsibility of anyone else, pursuant to any law.
August 29, 2013
|
|
|
Date
|
|
David Grossman, CEO
|
Chief Financial Officer's Statement
pursuant to Regulation 38c(d)(2):
Letter of Representation
Chief Financial Officer's Statement
I, Ronen Twito, hereby declare that:
|
(1)
|
I have reviewed the interim financial statements and the other financial information included in
the interim reports of XTL Biopharmaceuticals Ltd. ("
the Company
") for the second quarter of 2013 ("
the
reports
" or "
the interim reports
").
|
|
(2)
|
To my knowledge, the interim financial statements and any other financial information included
in the reports do not contain any misrepresentation of any material facts and do not omit any representation of any material facts
that are needed in order for the representations included therein, in view of the circumstances under which such representations
were included, not to be misleading with reference to the period of the reports.
|
|
(3)
|
To my knowledge, the interim financial statements and any other financial information included
in the reports adequately reflect, in all material respects, the financial position, operating results and cash flows of the Company
for the dates and periods addressed in the reports.
|
|
(4)
|
I have disclosed to the Company's auditor, to the Company's board of directors and audit committee,
based on my last evaluation of internal control over financial reporting and disclosure:
|
|
(a)
|
All the significant deficiencies and the material weaknesses in the establishment or operation
of internal control over financial reporting and disclosure, to the extent that it refers to the interim financial statements and
any other financial information included in the interim reports, that are liable to reasonably adversely affect the Company's ability
to record, process, summarize or report financial information in a manner that is to impair the reliability of financial reporting
and the preparation of the financial statements in accordance with applicable law; and
|
|
(b)
|
Any fraud, whether material or not, that involves the CEO or direct subordinates thereto or that
involves other employees with a significant role in internal control over financial reporting and disclosure.
|
|
(5)
|
I, alone or along with others in the Company:
|
|
(a)
|
Have established controls and procedures, or have secured the establishment and existence of such
controls and procedures under my supervision, designed to guarantee that material information relating to the Company, including
its consolidated companies as they are defined in the Israeli Securities Regulations (Annual Financial Statements), 2010, is brought
to my knowledge by others in the Company and in the consolidated companies, particularly during the period of the preparation of
the reports; and
|
|
(b)
|
Have established controls and procedures, or have secured the establishment and existence of such
controls and procedures under my supervision, designed to reasonably guarantee the reliability of financial reporting and the preparation
of the financial statements in accordance with applicable law, including according to generally accepted accounting principles.
|
|
(c)
|
Have not been made aware of any event or circumstance that occurred in the period from the date
of the last report through the date of this report, that relates to the interim financial statements and to any other financial
information included in the interim reports that is to modify, in my evaluation, the conclusion of management and the board of
directors regarding the effectiveness of the Company's internal control over financial reporting and disclosure.
|
There is nothing in the aforesaid to derogate
from my responsibility or the responsibility of anyone else, pursuant to any law.
August 29, 2013
|
|
|
Date
|
|
Ronen Twito, Deputy CEO and CFO
|
XTL BIOPHARMACEUTICALS LTD.
CONDENSED PRO FORMA INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS OF JUNE 30, 2012
UNAUDITED
INDEX
|
Page
|
|
|
Auditors' Special Review Report
|
2
|
|
|
Condensed Pro forma Interim Consolidated Statements of Comprehensive Loss
|
3
|
|
|
Notes to
Pro forma Interim Consolidated
Financial Statements
|
4 - 7
|
- - - - - - - - - - - -
Special auditors' review Report to the
shareholders of XTL Biopharmaceuticals Ltd.
Introduction
We have reviewed the accompanied
financial information
of XTL Biopharmaceuticals Ltd (hereafter - the company) and its
subsidiaries, which includes the
proforma consolidated condensed statement of the
comprehensive loss for the six and three month periods ended June 30, 2012. The Board of directors and management are
responsible for the preparation and fair presentation of this interim proforma financial information in accordance with IAS
34 "Interim Financial Reporting", subject to regulation 38(b) to the Israel Securities Regulations (Periodic and
Immediate Reports), 1970 and to the proforma assumptions detailed in this proforma financial information, and are responsible
to the preparation of the interim proforma financial information for this period according to chapter D to the Israel
Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to express a conclusion on this interim
financial information based on our review.
We have not reviewed the condensed interim
financial information of a consolidated company, which its income included in the proforma consolidation are 100% of the total
proforma consolidated income for the six and three month periods then ended. The interim condensed financial information of this
consolidated company was reviewed by other independent auditors, whose review report have been presented to us, and our conclusion,
insofar as it relates to financial information for this company, is based on the review report of the other auditors.
Scope of Review
We conducted our review in accordance with
Israeli Review Standard No. 1, issued by the Israeli Institute of Certified Public Accountants, "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity." A review of interim financial information consists of making
inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in Israel
and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified
in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review and the report of other
auditors, nothing has come to our attention that causes us to believe that the proforma accompanying interim financial information
is not prepared, in all material respects, in accordance with IAS 34 subject to regulation 38(b) to the Israel Securities Regulations
(Periodic and Immediate Reports), 1970 and to the proforma assumptions detailed in this proforma financial information
In addition to what is said in the previous
paragraph, based on our review and the report of other auditors, nothing has come to our attention that causes us to believe that
the proforma accompanying interim financial information does not comply, in all material respects, with the disclosure provisions
of Chapter D of the Israel Securities Regulations (Periodic and Immediate Reports), 1970.
Tel-Aviv, Israel
|
Kesselman & Kesselman
|
August 29, 2013
|
Certified Public Accountants (Isr.) A member firm of PricewaterhouseCoopers International Limited
|
Kesselman & Kesselman,
Trade Tower, 25 Hamered Street, Tel-Aviv 68125, Israel, P.O Box 452 Tel-Aviv 61003 Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556,
www.pwc.co.il
XTL BIOPHARMACEUTICALS LTD.
Condensed Pro forma Interim
Consolidated Statements of Comprehensive Loss
U.S. dollars in thousands (except per share data)
|
|
Six months ended June 30,
|
|
|
Three months ended June 30,
|
|
|
Year ended
December 31,
|
|
|
|
2012
|
|
|
2012
|
|
|
2012
|
|
|
|
Unaudited
|
|
|
Audited
|
|
|
|
U.S. dollars in thousands (except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from sales
|
|
|
1,204
|
|
|
|
559
|
|
|
|
2,267
|
|
Cost of sales
|
|
|
451
|
|
|
|
201
|
|
|
|
808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
753
|
|
|
|
358
|
|
|
|
1,459
|
|
Research and development expenses
|
|
|
117
|
|
|
|
62
|
|
|
|
186
|
|
Selling and marketing expenses
|
|
|
715
|
|
|
|
287
|
|
|
|
1,595
|
|
General and administrative expenses
|
|
|
1,309
|
|
|
|
783
|
|
|
|
3,064
|
|
Other gains, net
|
|
|
795
|
|
|
|
-
|
|
|
|
802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(593
|
)
|
|
|
(774
|
)
|
|
|
(2,584
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
|
36
|
|
|
|
3
|
|
|
|
145
|
|
Finance expenses
|
|
|
(66
|
)
|
|
|
(54
|
)
|
|
|
(49
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income (expenses), net
|
|
|
(30
|
)
|
|
|
(51
|
)
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from investment in associate
|
|
|
-
|
|
|
|
-
|
|
|
|
569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before taxes on income
|
|
|
(623
|
)
|
|
|
(825
|
)
|
|
|
(1,919
|
)
|
Tax benefits (tax expenses)
|
|
|
7
|
|
|
|
(3
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
|
(616
|
)
|
|
|
(828
|
)
|
|
|
(1,919
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Item which can be classified to profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments of foreign operations
|
|
|
-
|
|
|
|
-
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period
|
|
|
(616
|
)
|
|
|
(828
|
)
|
|
|
(1,805
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent company
|
|
|
(431
|
)
|
|
|
(746
|
)
|
|
|
(1,502
|
)
|
Non-controlling interests
|
|
|
(185
|
)
|
|
|
(82
|
)
|
|
|
(417
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
|
(616
|
)
|
|
|
(828
|
)
|
|
|
(1,919
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the period attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the parent company
|
|
|
(431
|
)
|
|
|
(746
|
)
|
|
|
(1,388
|
)
|
Non-controlling interests
|
|
|
(185
|
)
|
|
|
(82
|
)
|
|
|
(417
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(616
|
)
|
|
|
(828
|
)
|
|
|
(1,805
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share (in U.S. dollars)
|
|
|
(0.003
|
)
|
|
|
(0.004
|
)
|
|
|
(0.007
|
)
|
The accompanying notes are an integral
part of the financial statements.
|
|
|
|
|
Amit Yonay
|
|
David Grossman
|
|
Ronen Twito
|
Chairman of the Board
|
|
Director and CEO
|
|
Deputy CEO and CFO
|
Date of approval of the pro forma financial
statements by the Company's Board: August 29, 2013.
XTL BIOPHARMACEUTICALS LTD.
Notes
to Condensed Pro forma Interim Consolidated Financial Statements as of June 30, 2012 (Unaudited)
NOTE
1:- A DESCRIPTION OF THE PRO FORMA EVENT
On June 13,
2012, the Company entered into a master agreement with InterCure whereby, subject to the execution of the debt refinancing pursuant
to Section 350 to the Israeli Companies Law, 1999 ("the debt refinancing") before the completion of the transaction in
which InterCure will convert its entire debts into Ordinary shares of InterCure based on a distribution mechanism as agreed upon
with all its creditors (including its employees), the Company will acquire the control over InterCure in return for a cumulative
investment of approximately $ 2.7 million, partly paid in cash and partly by the allocation of Company shares. In addition
to the Company's investment in InterCure, a third party ("Medica Fund") will invest a total of $630,000 in
InterCure.
As part of
the prerequisites underlying the agreement, InterCure committed that on the date of completion of the transaction, it shall be
free of any debts and/or monetary liabilities, net and of all contingent liabilities, excluding an amount of up to $150,000
in net liabilities.
On July 25,
2012, the transaction was completed following the fulfillment of the prerequisites and the Company acquired 16,839,532 Ordinary
shares of InterCure with no par value in return for the allocation, by private placement, of 7,165,662 Ordinary shares of NIS 0.1
par value each of the Company whose value as of the date of signing the agreement based on the quoted market price of the Company's
shares on the TASE totaled approximately $ 2.2 million, representing a value of InterCure of $ 1.75 million before the
money but after the conversion of InterCure's entire debts as described above ("InterCure's adjusted value"). The fair
value of the Company's shares as of the date of completion of the transaction approximated $2,469,000. In addition,
the Company transferred to InterCure an amount of approximately $150,000 in cash based on InterCure's adjusted value.
Following said allocation, the Company held about 50.79% of InterCure's issued and outstanding share capital. The investment by
Medica Fund as of the date of completion of the transaction based on InterCure's adjusted value totaled approximately $460,000.
Furthermore,
the Company and Medica Fund extended InterCure a loan convertible into shares in the amount of $500,000 (the Company's
share is $330,000) for a period of up to ten months bearing an overall interest rate of 15%. The Company and Medica
Fund have the right to convert the loan into an additional 11,546,507 shares of InterCure (the Company's share is 7,620,695 shares)
which will represent, upon conversion of the loan and assuming full dilution, about 24.47% of InterCure's issued and outstanding
share capital as of the date of completion of the transaction (the Company's share in the convertible loan will be 16.15% of InterCure's
issued and outstanding share capital). On August 6, 2012, Medica Fund converted the loan extended to InterCure into shares. On
May 16, 2013, the Company also converted the loan extended to InterCure into shares, bringing its stake in InterCure's issued and
outstanding share capital to 54.72%.
If all the
stock options granted to employees, service providers and directors in InterCure that have not yet expired or been forfeited are
exercised, the Company's stake in InterCure will reach about 52.91%.
XTL BIOPHARMACEUTICALS LTD.
Notes
to Condensed Pro forma Interim Consolidated Financial Statements as of June 30, 2012 (Unaudited)
NOTE
1:- A DESCRIPTION OF THE PRO FORMA EVENT (Cont.)
On October
28, 2012, InterCure allocated 20,185,184 performance-based stock options that are exercisable into 20,185,184 Ordinary shares with
no par value to Gibuv Ltd. ("Gibuv"). If all the performance-based stock options granted to Gibuv are exercised and assuming
all the stock options granted to employees, service providers and directors in InterCure that have not yet expired or been forfeited
are exercised, the Company's stake in InterCure will be about 36.83% of InterCure's issued and outstanding share capital. As of
the date of signing these financial statements, the stock options granted to Gibuv have not yet vested.
NOTE
2:- SIGNIFICANT ACCOUNTING POLICIES
The condensed pro forma interim
consolidated financial statements ("pro forma statements") have been prepared in conformity with Regulation 38b to the
Israeli Securities Regulations (Periodic and Immediate Reports), 1970. The significant accounting policies adopted in the preparation
of the pro forma statements are consistent with those followed in the preparation of the interim consolidated financial statements
of the Company, except as described in Note 3 below.
NOTE
3:- ASSUMPTIONS USED IN THE PREPARATION OF THE PRO FORMA INTERIM CONSOLIDATED FINANCIAL STATEMENTS
|
a.
|
The pro forma consolidated statements of comprehensive loss were presented in order to reflect
the Group's operating results had the InterCure acquisition transaction been completed on January 1, 2012.
|
|
b.
|
Since the date of the pro forma investment (January 1, 2012), the Company's stake in InterCure
is 50.79% of the issued and outstanding share capital of InterCure.
|
|
c.
|
InterCure completed the debt refinancing prior to the closing of the transaction, namely on December
31, 2011. Accordingly, finance expenses recognized by InterCure on its interest-bearing financial liabilities that were converted
as part of InterCure's debt settlement have been deducted from finance expenses. However, finance expenses have been adjusted to
reflect the interest on the loan that Medica Fund provided InterCure.
|
NOTE
4:- SEGMENT REPORTING
The Group's management has determined
the business segments based on reports that are reviewed by the chief operating decision maker to make strategic decisions.
Until July 25, 2012, the Company
had a single operating segment - drug development. Effective from said date, following the acquisition of InterCure, the Chief
Operating Decision Maker ("CODM") reviews the business activities both according to the nature of the activity and the
geographical location of the activity. With respect to the nature of the activity, the CODM reviews the operating results of the
drug development activity and of the medical device activity. From a geographical standpoint, the CODM reviews the performance
of sales of medical devices in the U.S., the UK and the rest of the world.
XTL BIOPHARMACEUTICALS LTD.
Notes
to Condensed Pro forma Interim Consolidated Financial Statements as of June 30, 2012 (Unaudited)
NOTE
4:- SEGMENT REPORTING (Cont.)
Segment reporting data disclosed
below assumes that InterCure acquisition was completed on January 1, 2012:
|
|
Six months ended June 30, 2012 (unaudited)
|
|
|
|
Medical devices
|
|
|
Drug
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
|
UK
|
|
|
Other
|
|
|
development
|
|
|
Adjustments
|
|
|
Total
|
|
|
|
U.S. dollars in thousands
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
1,008
|
|
|
|
190
|
|
|
|
6
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,204
|
|
Inter-segment revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
172
|
|
|
|
-
|
|
|
|
(172
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
|
|
1,008
|
|
|
|
190
|
|
|
|
178
|
|
|
|
-
|
|
|
|
(172
|
)
|
|
|
1,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results
|
|
|
(75
|
)
|
|
|
(22
|
)
|
|
|
2
|
|
|
|
(196
|
)
|
|
|
-
|
|
|
|
(291
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated joint expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,097
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
795
|
|
Finance income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before taxes on income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(623
|
)
|
|
|
Three months ended June 30, 2012 (unaudited)
|
|
|
|
Medical devices
|
|
|
Drug
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
|
UK
|
|
|
Other
|
|
|
development
|
|
|
Adjustments
|
|
|
Total
|
|
|
|
U.S. dollars in thousands
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
457
|
|
|
|
102
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
559
|
|
Inter-segment
revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
17
|
|
|
|
-
|
|
|
|
(17
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
|
|
457
|
|
|
|
102
|
|
|
|
17
|
|
|
|
-
|
|
|
|
(17
|
)
|
|
|
559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results
|
|
|
(16
|
)
|
|
|
19
|
|
|
|
(2
|
)
|
|
|
-
|
|
|
|
(91
|
)
|
|
|
(90
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated joint expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
684
|
|
Finance income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before taxes on income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(825
|
)
|
XTL BIOPHARMACEUTICALS LTD.
Notes
to Condensed Pro forma Interim Consolidated Financial Statements as of June 30, 2012 (Unaudited)
NOTE
4:- SEGMENT REPORTING (Cont.)
|
|
Year ended December 31, 2012 (audited)
|
|
|
|
Medical devices
|
|
|
Drug
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
|
UK
|
|
|
Other
|
|
|
development
|
|
|
Adjustments
|
|
|
Total
|
|
|
|
U.S. dollars in thousands
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
|
1,872
|
|
|
|
383
|
|
|
|
12
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,267
|
|
Inter-segment
revenues
|
|
|
-
|
|
|
|
-
|
|
|
|
755
|
|
|
|
-
|
|
|
|
(755
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenues
|
|
|
1,872
|
|
|
|
383
|
|
|
|
767
|
|
|
|
-
|
|
|
|
(755
|
)
|
|
|
2,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment results
|
|
|
(138
|
)
|
|
|
(67
|
)
|
|
|
3
|
|
|
|
(388
|
)
|
|
|
-
|
|
|
|
(590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated joint expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,796
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
802
|
|
Finance income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96
|
|
Earnings from
investment in associate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before
taxes on income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,919
|
)
|
- - - - - - - - - - - -
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
XTL BIOPHARMACEUTICALS LTD.
|
|
|
|
|
|
|
|
|
|
Date: August 29, 2013
|
By:
|
/s/ David Grossman
|
|
|
|
Name: David Grossman
|
|
|
|
Title: Chief Executive Officer
|
|
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