Exhibit 99.2
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JUNE 30, 2024
TABLE OF CONTENTS
Page | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |
Condensed Consolidated Balance Sheets | F-2 - F-3 |
Condensed Consolidated Statements of Operations | F-4 |
Condensed Consolidated Statements of Shareholder’s Equity | F-5 - F-6 |
Condensed Consolidated Statements of Cash Flows | F-7 - F-8 |
Notes to Condensed Consolidated Financial Statements | F-9 - F-18 |
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F-1
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
June 30, | December 31, | |||||||
2024 | 2023 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Restricted deposit | ||||||||
Trade receivables, net | ||||||||
Inventories | ||||||||
Other accounts receivable and prepaid expenses | ||||||||
Total current assets | ||||||||
Non-current assets: | ||||||||
Restricted deposit | ||||||||
Operating lease right-of-use assets | ||||||||
Property and equipment, net | ||||||||
Intangible assets, net | ||||||||
Total non-current assets | ||||||||
Total assets | $ | $ |
F-2
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands, except share data)
June 30, | December 31, | |||||||
2024 | 2023 | |||||||
(Unaudited) | ||||||||
Liabilities and shareholders’ equity | ||||||||
Current liabilities: | ||||||||
Trade payables | $ | $ | ||||||
Operating lease liabilities | ||||||||
Accrued liabilities and other | ||||||||
Total current liabilities | ||||||||
Non-current liabilities: | ||||||||
Operating lease liabilities | ||||||||
Total non-current liabilities | ||||||||
Total liabilities | ||||||||
Commitments and contingencies | ||||||||
Shareholders’ Equity: | ||||||||
Ordinary shares, NIS | ||||||||
Additional paid in capital | ||||||||
Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
Accumulated deficit | ( | ) | ( | ) | ||||
Total shareholders’ equity | ||||||||
Total liabilities and shareholders’ equity | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
Six months ended June 30 | Three months ended June 30 | |||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
Revenues | $ | $ | $ | $ | ||||||||||||
Cost of revenues | ||||||||||||||||
Gross profit (loss) | ( | ) | ( | ) | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development | ||||||||||||||||
General, administrative and marketing | ||||||||||||||||
Total operating income (loss) | ( | ) | ( | ) | ||||||||||||
Financial income (expenses), net | ( | ) | ||||||||||||||
Net income (loss) for the period | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Basic net income (loss) per ordinary share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Diluted net income (loss) per ordinary share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Weighted average ordinary shares outstanding used in computation of basic net income (loss) per share | ||||||||||||||||
Weighted average ordinary shares outstanding used in computation of diluted net income (loss) per share |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands, except share data)
(Unaudited)
Additional | Accumulated other | |||||||||||||||||||||||
Ordinary shares | paid-in | comprehensive | Accumulated | |||||||||||||||||||||
Number | Amounts | capital | loss | deficit | Total | |||||||||||||||||||
BALANCE AT DECEMBER 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
Exercise of warrants | ||||||||||||||||||||||||
Exercise of options | ||||||||||||||||||||||||
Share-based compensation | - | |||||||||||||||||||||||
Net income | - | |||||||||||||||||||||||
BALANCE AT JUNE 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
BALANCE AT DECEMBER 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
Exercise of options | ||||||||||||||||||||||||
Share-based compensation | - | |||||||||||||||||||||||
Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
BALANCE AT JUNE 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ |
F-5
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands, except share data)
(Unaudited)
Additional | Accumulated other | |||||||||||||||||||||||
Ordinary shares | paid-in | comprehensive | Accumulated | |||||||||||||||||||||
Number | Amounts | capital | loss | deficit | Total | |||||||||||||||||||
BALANCE AT MARCH 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
Exercise of options | ||||||||||||||||||||||||
Share-based compensation | - | |||||||||||||||||||||||
Net income | - | |||||||||||||||||||||||
BALANCE AT JUNE 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
BALANCE AT MARCH 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
Share-based compensation | - | |||||||||||||||||||||||
Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
BALANCE AT JUNE 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-6
COLLPLANT BIOTECHNOLOGIES LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
(Unaudited)
Six months ended June 30, | ||||||||
2024 | 2023 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | ( | ) | $ | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Depreciation and amortization | ||||||||
Share-based compensation to employees and consultants | ||||||||
Net loss from financing expenses | ||||||||
Changes in operating asset and liability items: | ||||||||
Increase in trade receivables | ( | ) | ( | ) | ||||
Decrease (increase) in inventories | ( | ) | ||||||
Increase in other accounts receivable and prepaid expenses | ( | ) | ( | ) | ||||
Decrease in operating right of use assets | ||||||||
Increase (decrease) in trade payables | ( | ) | ||||||
Decrease in lease liabilities | ( | ) | ( | ) | ||||
Decrease in accrued liabilities and other payables | ( | ) | ( | ) | ||||
Net cash used in operating activities | ( | ) | ( | ) | ||||
Cash flows from investing activities: | ||||||||
Purchase of property and equipment | ( | ) | ( | ) | ||||
Investment in restricted deposits | ( | ) | ( | ) | ||||
Net cash used in investing activities | ( | ) | ( | ) | ||||
Cash flows from financing activities: | ||||||||
Exercise of options and warrants into shares | ||||||||
Net cash provided by financing activities | ||||||||
Exchange differences on cash and cash equivalents and restricted cash | ( | ) | ( | ) | ||||
Net decrease in cash and cash equivalents and restricted cash | ( | ) | ( | ) | ||||
Cash and cash equivalents and restricted cash and at the beginning of the period | ||||||||
Cash and cash equivalents and restricted cash at the end of the period | $ | $ |
F-7
COLLPLANT BIOTECHNOLOGIES LTD.
APPENDICES TO CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
(Unaudited)
Six months ended June 30, | ||||||||
2024 | 2023 | |||||||
Appendix to the statement of cash flows | ||||||||
A. Supplementary information on investing and financing activities not involving cash flows: | ||||||||
Right of use assets recognized with corresponding lease liabilities | $ | $ | ||||||
Capitalization of Share-based compensation to inventory | $ | $ | ||||||
B. Reconciliation of Cash, cash equivalents and restricted cash at the end of the period | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Restricted cash | ||||||||
Total cash and cash equivalents and restricted cash | $ | $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-8
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
Note 1 - NATURE OF OPERATIONS:
a. | CollPlant Biotechnologies Ltd. (the “Company”) is a regenerative and aesthetic medicine company focused on 3D bioprinting of tissues and organs and medical aesthetics. The Company’s products are based on its rhCollagen (recombinant human collagen) produced with CollPlant’s proprietary plant based technology. These products address indications for the diverse fields of tissue repair, aesthetics, and organ manufacturing. |
The Company’s revenues include income from business collaborators and from sales of (i) BioInk products for the development of 3D bioprinting of organs and tissues, (ii) rhCollagen for the medical aesthetics market, and (iii) rhCollagen-based products for tendinopathy and wound care.
The Company operates mainly through its wholly-owned subsidiary, CollPlant Ltd. In November 2021 CollPlant Ltd. established CollPlant Inc., a wholly owned subsidiary in the United States. As of June 30, 2024, CollPlant Inc. has not commenced operation.
b. | For the six months ended and as of June 30, 2024, the Company incurred a net loss of $ |
The Company expects to incur future net losses and the transition to profitability is dependent upon, among other things, the successful development and commercialization of the Company’s products and product candidates or of the dermal filler product developed by AbbVie, the establishment of contracts for the distribution of new product lines, any of which, or in combination, would contribute to the achievement of a level of revenue adequate to support the cost structure. Until the Company achieves profitability or generates positive cash flows, it will continue to need to raise additional cash. If the Company will not be able to raise additional funds to support its cost structure, the Company may be required to apply significant cost reductions. The Company intends to fund future operations through existing cash on hand, additional private and/or public offerings of debt or equity securities, additional milestone payments that may be received under the AbbVie Development Agreement, adjustment of operating expenses to meet available cash resources or a combination of the foregoing. Notwithstanding, there can be no assurance that the Company will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
a. | Basis of presentation |
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S GAAP”) for interim financial information. Accordingly, they do not contain all information and notes required by U.S GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented.
These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual financial statements for the year ended December 31, 2023, as filed in the 20-F on April 4, 2024.
F-9
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continue):
The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2023, contained in the Company’s Annual Report have been applied consistently in these unaudited condensed consolidated financial statements.
b. | Use of estimates in the preparation of financial statements |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. Actual results may differ from those estimates.
c. | Principles of consolidation |
The consolidated financial statements include the accounts of CollPlant Biotechnologies Ltd. and its wholly-owned subsidiary, CollPlant Ltd. Intercompany balances and transactions have been eliminated upon consolidation.
F-10
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continue):
d. | Income (loss) per share |
Basic income (loss) per share is computed
on the basis of the net income (loss), for the period divided by the weighted average number of ordinary shares outstanding during the
period. Diluted income (loss) per share is based upon the weighted average number of ordinary shares and of ordinary shares equivalents
outstanding when dilutive.
Six months ended June 30, | Three months ended June 30, | |||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
Numerator: | ||||||||||||||||
Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Denominator: | ||||||||||||||||
Basic weighted-average ordinary shares outstanding | ||||||||||||||||
Effect of dilutive shares | ||||||||||||||||
Diluted weighted average ordinary shares outstanding | ||||||||||||||||
Basic net income (loss) per share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Diluted net income (loss) per share | $ | ( | ) | $ | $ | ( | ) | $ |
e. | Segments |
The Company identifies operating segments in accordance with ASC Topic
280, “Segment Reporting” as components of an entity for which discrete financial information is available and is regularly
reviewed by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and evaluating
financial performance. The Company defines the term “chief operating decision maker” to be its chief executive officer. The
Company determined it operates in
F-11
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 3 – INVENTORIES:
a. |
June 30, | December 31, | |||||||
2024 | 2023 | |||||||
(Unaudited) | ||||||||
Work in progress | $ | $ | ||||||
Finished goods | ||||||||
Total inventories | $ | $ |
b. | During the six months period ended June 30, 2024, the Company recorded approximately $ |
During the six and three months period ended June 30, 2023, the Company recorded approximately $ |
NOTE 4 – COMMITMENTS AND CONTINGENCIES
Commitment to pay royalties to the government of Israel
The Company received grants from the
Israeli Innovation Authority (“IIA”) for research and development funding until the year 2019, and
therefore is subject to the provisions of the Israeli Law for the Encouragement of Research, Development and Technological Innovation
in the Industry and the regulations and guidelines thereunder (the “Innovation Law”), the regulations promulgated thereunder,
the IIA’s rules and guidelines and the terms of the approved program funded by the IIA. Under the Innovation Law royalties of
The Company did not apply for grants
from the IIA since 2019. For the six months period ended June 30, 2024 and 2023, the Company recorded royalties expenses of $
The royalty expenses which are related to the funded project are recognized in the statements of operations as a component of cost of revenue.
As of June 30, 2024, the maximum total
royalty amount payable by the Company under IIA funding arrangement is approximately $
F-12
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 5 - Development, Exclusivity and Option Products Agreement
On February 5, 2021, CollPlant entered into a Development, Exclusivity and Option Products Agreement (the “AbbVie Development Agreement”) with AbbVie, pursuant to which CollPlant and AbbVie will collaborate in the development and commercialization of dermal and soft tissue filler products for the medical aesthetics market, using CollPlant rhCollagen technology and AbbVie’s technology.
Pursuant to the AbbVie Development Agreement, CollPlant granted to AbbVie and certain of its affiliates, worldwide exclusive rights to use its rhCollagen in combination with AbbVie proprietary technologies, for the production and commercialization of dermal and soft tissue filler products, or the Exclusive Products.
The AbbVie Development Agreement provides
that with respect to the Exclusive Products CollPlant shall be entitled to receive up to $
In June 2023, the Company announced
the achievement of a milestone with respect to the clinical phase dermal filler product. According to the AbbVie Development Agreement,
the milestone achievement triggered a $
NOTE 6 - SHARE CAPITAL:
a. | Ordinary shares |
1) | Rights of the Company’s ordinary shares |
Each ordinary share is entitled to one vote. The holder of the ordinary shares is also entitled to receive dividends whenever funds are legally available, when and if declared by the Board of Directors. Since its inception, the Company has not declared any dividends.
2) | Changes in share capital |
On February 23, 2023, Mr. Sagy exercised
F-13
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 6 - SHARE CAPITAL (continue):
b. | Share- based compensation |
1) | Option plan |
Under the Company’s Share Ownership
and Option Plan (2010), or the 2010 Plan, employees, directors and consultants of the Company may be granted options, each exercisable
into
On April 3, 2024, the board of directors
approved the adoption of a share award plan (the “2024 Plan”). The 2024 Plan allows the Company to grant its employees, directors
and consultants with several equity-based awards, including options, shares, restricted shares, restricted share units, stock appreciation
rights, performance units, performance shares and other stock or cash awards. The 2024 Plan shall be in effect for a term of ten (
2) | Options grants |
Six months ended June 30, 2024 | ||||||||||||
Number of options granted | Exercise price range | Vesting period | Expiration | |||||||||
Employees | $ | |||||||||||
Consultant | $ |
Six months ended June 30, 2023 | ||||||||||||
Number of options granted | Exercise price range | Vesting period range | Expiration | |||||||||
Employees | $ |
Six months ended June 30 | ||||||||
2024 | 2023 | |||||||
Value of ordinary share | $ | $ | ||||||
Dividend yield | % | % | ||||||
Expected volatility | % | % | ||||||
Risk-free interest rate | % | % | ||||||
Expected term |
F-14
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 6 - SHARE CAPITAL (continue):
The fair value of options granted during
the six months ended June 30, 2024, and 2023 was $
The aggregate intrinsic value of the
options exercised during the six months ended June 30, 2024 was less than
The aggregate intrinsic value of the
options exercised during the six months ended June 30, 2023 was $
The fair value of options vested during
the six months ended June 30, 2024, and 2023 was $
Number of options | Weighted average exercise price | Weighted average remaining contractual term (in years) | Aggregate intrinsic value | |||||||||||||
Options outstanding at the beginning of the period | $ | $ | ||||||||||||||
Granted | ||||||||||||||||
Exercised | ( | ) | ||||||||||||||
Expired | ( | ) | ||||||||||||||
Forfeited | ( | ) | ||||||||||||||
Options outstanding at the end of the period | $ | $ | ||||||||||||||
Options exercisable at the end of the period | $ | $ |
F-15
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 6 - SHARE CAPITAL (continue):
Number of options | Weighted average exercise price | Weighted average remaining contractual term (in years) | Aggregate intrinsic value | |||||||||||||
Options outstanding at the beginning of the period | $ | $ | | |||||||||||||
Granted | ||||||||||||||||
Options outstanding at the end of the period | $ | $ | ||||||||||||||
Options exercisable at the end of the period | $ | $ |
Modification of share-based compensation
On April 3, 2024, the board of directors (following
the approval of the compensation committee with respect to the Company's directors and officers) approved to extend the expiry date of
For options for which approval has been received,
the total incremental fair value of these options granted to the Company’s employees amounted to $
F-16
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 6 - SHARE CAPITAL (continue):
3) | RSU grants |
Six months ended June 30, 2024 | ||||||||
Number of RSU granted | Weighted Average Grant Date Fair Value | |||||||
Employees | $ |
Number of options | Weighted Average Grant Date Fair Value | |||||||
Unvested at the beginning of the period | $ | |||||||
Granted | ||||||||
Unvested at the end of the period | $ |
4) |
Six months ended June 30 | Three months ended June 30 | |||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
Cost of revenue | $ | $ | $ | - | $ | |||||||||||
Research and development | ||||||||||||||||
General, administrative and marketing | ||||||||||||||||
$ | $ | $ | $ |
As of June 30, 2024, there was $
F-17
COLLPLANT BIOTECHNOLOGIES LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
NOTE 7 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION
a. |
Six months ended June 30, | Three months ended June 30, | |||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
Revenues from milestones (See note 5) | $ | $ | $ | $ | ||||||||||||
Revenues from the sales of goods | ||||||||||||||||
Total revenues | $ | $ | $ | $ |
b. |
Six months ended June 30, | Three months ended June 30, | |||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
United states and Canada | $ | $ | $ | $ | ||||||||||||
Europe and others | ||||||||||||||||
Total revenues | $ | $ | $ | $ |
c. | Major customers |
Six months ended June 30, | Three months ended June 30, | |||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
Customer A | $ | $ | $ | $ |
F-18