Exhibit 99.2
CAN-FITE BIOPHARMA LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2023
UNAUDITED
IN U.S. DOLLARS
INDEX
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CAN-FITE BIOPHARMA LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short term deposits | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Short-term investment | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Operating lease right of use assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
The accompanying notes are an integral part of the Condensed consolidated financial statements.
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CAN-FITE BIOPHARMA LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade payables | $ | $ | ||||||
| Current maturity of operating lease liability | ||||||||
| Deferred revenues | ||||||||
| Other accounts payable | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Long - term operating lease liability | ||||||||
| Deferred revenues | ||||||||
| Total long-term liabilities | ||||||||
| CONTIGENT LIABILITIES AND COMMITMENTS | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Ordinary shares of -par value - Authorized: | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the Condensed consolidated financial statements.
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CAN-FITE BIOPHARMA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| Six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Revenues | $ | $ | ||||||
| Research and development expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Operating loss | ( | ) | ( | ) | ||||
| Total financial income (expense), net | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
The accompanying notes are an integral part of the Condensed consolidated financial statements.
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CAN-FITE BIOPHARMA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| Ordinary shares | Additional paid-in | Accumulated other comprehensive | Accumulated | Total | ||||||||||||||||||||
| Number | Amount | capital | income | deficit | equity | |||||||||||||||||||
| Balance as of January 1, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of ordinary shares and warrants, net of issuance costs of
$ | ||||||||||||||||||||||||
| Issuance of ordinary shares due to exercise of warrants | ||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Ordinary shares | Additional paid-in | Accumulated other comprehensive | Accumulated | Total | ||||||||||||||||||||
| Number | Amount | capital | income | deficit | equity | |||||||||||||||||||
| Balance as of January 1, 2022 | $ | $ | $ | | $ | ( | ) | $ | ||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Balance as of June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
The accompanying notes are an integral part of the Condensed consolidated financial statements.
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CAN-FITE BIOPHARMA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| Six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Reduction in the carrying amount of operating lease right of use asset | ||||||||
| Share-based compensation | ||||||||
| Changes in fair value of short-term investment | ( | ) | ||||||
| Financial expenses (income), net | ( | ) | ||||||
| Change in prepaid expenses, and other current assets | ( | ) | ( | ) | ||||
| Decrease in operating lease liability | ( | ) | ( | ) | ||||
| Decrease in trade payables | ( | ) | ( | ) | ||||
| Decrease in deferred revenues | ( | ) | ( | ) | ||||
| Decrease in other accounts payable | ( | ) | ( | ) | ||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of the Condensed consolidated financial statements.
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CAN-FITE BIOPHARMA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| Six months ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Maturity of short-term deposits | ||||||||
| Investment in short-term deposits | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities | $ | ( | ) | $ | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of ordinary shares and warrants, net of issuance costs | ||||||||
| Proceeds from issuance of ordinary share due to exercise of warrants | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Exchange differences on balances of cash and cash equivalents | ) | ( | ) | |||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | $ | $ | ||||||
| Supplemental disclosures of noncash investing and financing activities: | ||||||||
| Lease liabilities arising from obtaining right-of-use-assets | $ | |||||||
| *) |
The accompanying notes are an integral part of the Condensed consolidated financial statements.
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CAN-FITE BIOPHARMA LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| NOTE 1:- | GENERAL |
| a. | Can-Fite Biopharma Ltd. (the “Company”) was incorporated and started to operate in September 1994 as a private Israeli company. Can-Fite is a clinical-stage biopharmaceutical company focused on developing orally bioavailable small molecule therapeutic products for the treatment of psoriasis, liver cancer, SLD and erectile dysfunction. Its platform technology utilizes the Gi protein associated A3AR as a therapeutic target. A3AR is highly expressed in patholological body cells such as inflammatory and cancer cells, and has a low expression in normal cells, suggesting that the receptor could be a specific target for pharmacological intervention. The Company’s pipeline of drug candidates are synthetic, highly specific agonists and allosteric modulators at the A3AR.
The Company’s ordinary shares have been publicly traded on the Tel-Aviv Stock Exchange since October 2005 under the symbol “CFBI” and the Company’s American Depositary Shares (“ADSs”) began public trading on the over the counter market in the U.S. in October 2012 and since November 2013 the Company’s ADSs have been publicly traded on the NYSE American under the symbol “CANF”. Each ADS represents | |
| b. | During the six months ended June 30, 2023, the Company incurred net losses of USD
Furthermore, the Company intends to continue to finance its operating activities by raising capital and seeking collaborations with multinational companies in the industry. There are no assurances that the Company will be successful in obtaining an adequate level of financing needed for its long-term research and development activities.
If the Company will not have sufficient liquidity resources, the Company may not be able to continue the development of all of its products or may be required to implement a cost reduction and may be required to delay part of its development programs. The Company’s management and board of directors are of the opinion that its current financial resources will be sufficient to continue the development of the Company’s products for at least the next twelve months beyond the date of the filing date of the consolidated financial statements. |
| NOTE 2:- | SIGNIFICANT ACCOUNTING POLICIES |
The significant accounting policies that have been applied in the preparation of the unaudited consolidated Condensed financial statements are identical to those that were applied in preparation of the Company’s most recent annual financial statements for the year ended December 31, 2022 included in the Annual Report on Form 20-F.
| NOTE 3:- | UNAUDITED CONDENSED FINANCIAL STATEMENTS |
These unaudited condensed consolidated financial statements have been prepared as of June 30, 2023 and for the six months period then ended. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the accompanying notes of the Company for the year ended December 31, 2022 that are included in the Company’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on March 30, 2023 (the “Annual Report on Form 20-F”). The results of operations presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023.
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CAN-FITE BIOPHARMA LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| NOTE 4:- | DEFERRED REVENUES |
Contract liabilities include amounts
received from customers for which revenue has not yet been recognized. Contract liabilities amounted to $
| NOTE 5:- | FAIR VALUE MEASUREMENTS |
In accordance with ASC 820 “Fair Value Measurements and Disclosures”, the Company measures its short-term investment at fair value. Short-term investments are classified within Level 1 as the valuation inputs are valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. The company’s short-term investment consists of an equity investment in a publicly traded company.
| June 30, 2023 | ||||||||||||||||
| Fair value measurements | ||||||||||||||||
| Description | Fair value | Level 1 | Level 2 | Level 3 | ||||||||||||
| Short-term equity investment | $ | $ | $ | $ | ||||||||||||
| December 31, 2022 | ||||||||||||||||
| Fair value measurements | ||||||||||||||||
| Description | Fair value | Level 1 | Level 2 | Level 3 | ||||||||||||
| Short-term equity investment | $ | $ | $ | $ | ||||||||||||
| NOTE 6:- | EARNING PER SHARE |
Basic and diluted net loss per share is calculated based on the weighted average number of ordinary shares outstanding during each period. Diluted net loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential in accordance with ASC 260, “Earnings per Share”.
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CAN-FITE BIOPHARMA LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| NOTE 6:- | EARNING PER SHARE (Cont.) |
| Six month ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Numerator: | ||||||||
| Net loss applicable to shareholders of ordinary shares | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| $ | ( | ) | $ | ( | ) | |||
All outstanding share options and warrants for the period ended June 30, 2023 and 2022 have been excluded from the calculation of the diluted net loss per share, because all such securities are anti-dilutive for all periods presented.
| Six month ended June 30, 2023 | Six month ended June 30, 2022 | |||||||
| Options | ||||||||
| Warrants | ||||||||
| Total | ||||||||
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CAN-FITE BIOPHARMA LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| NOTE 7:- | SHAREHOLDERS EQUITY |
| 1. | On January 11, 2023, the Company entered into a securities purchase
agreement (the “RD Purchase Agreement”), pursuant to which the Company agreed to sell and issue in a registered direct offering
(the “Registered Direct Offering”) an aggregate of |
In addition, the Company entered into a securities purchase agreement
(the “PIPE Purchase Agreement,” and together with the RD Purchase Agreement, the “Purchase Agreements”) pursuant
to which the Company agreed to sell and issue in a concurrent private placement (the “PIPE Offering,” and together with the
Registered Direct Offering, the “Offerings”) unregistered Pre-funded Warrants to purchase up to
Moreover, the Company has also issued a placement agent warrants (the
“Placement Agent Warrants”) on substantially the same terms as the Series A Warrants to purchase up to
As part of the aforementioned Offerings, the Company paid an aggregate
amount of $
The Company received total consideration of $
The Company accounted for the aforementioned warrants as freestanding instrument classified at part of the Company’s permanent equity in accordance with ASC-480 and ASC-815.
| 2. | The Company amended certain warrants to purchase up to an aggregate
of |
The Company accounted for the reduced in the warrants exercise price as issuance costs to be recorded in the Company’s additional paid in capital in accordance with ASC-815.
| 3. | During the six months ended June 30, 2023, certain investors exercised
pre-funded warrants and purchased |
On May 1, 2023, the Company’s
board of directors approved a grant of
The options will vest on a quarterly
basis for a period of
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CAN-FITE BIOPHARMA LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| NOTE 7:- | SHAREHOLDERS EQUITY (Cont.) |
In addition, the Company’s board of
directors has also approved the increase of the options pool reserved under the Plan for issuance of ordinary share by
| Number of options | Weighted average exercise price | Weighted average remaining contractual terms (in years) | Aggregate intrinsic value | |||||||||||||
| Outstanding at December 31, 2022 | ||||||||||||||||
| Grants | - | - | ||||||||||||||
| Forfeited/expired | ( | ) | - | - | ||||||||||||
| Outstanding at June 30, 2023 | ||||||||||||||||
| Vested and expected to vest at June 30, 2023 | ||||||||||||||||
| Exercisable at June 30, 2023 | ||||||||||||||||
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