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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/15/24 NovelStem International Corp. 10-Q 3/31/24 53:3.5M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 540K
6: EX-33.1 Report of Compliance with Servicing Criteria HTML 126K
2: EX-31.1 Certification -- §302 - SOA'02 HTML 20K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 22K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 17K
5: EX-32.2 Certification -- §906 - SOA'02 HTML 17K
12: R1 Cover HTML 66K
13: R2 Condensed Balance Sheets HTML 115K
14: R3 Condensed Balance Sheets (Parenthetical) HTML 27K
15: R4 Condensed Statements of Operations (Unaudited) HTML 85K
16: R5 Condensed Statements of Shareholders' Equity HTML 40K
(Unaudited)
17: R6 Condensed Statements of Cash Flows (Unaudited) HTML 78K
18: R7 Nature of Operations HTML 27K
19: R8 Summary of Significant Accounting Policies HTML 44K
20: R9 Equity Method Investments HTML 79K
21: R10 Notes Payable HTML 60K
22: R11 Equity HTML 59K
23: R12 Income Taxes HTML 29K
24: R13 Commitments and Contingencies HTML 22K
25: R14 Subsequent Events HTML 24K
26: R15 Summary of Significant Accounting Policies HTML 53K
(Policies)
27: R16 Summary of Significant Accounting Policies HTML 33K
(Tables)
28: R17 Equity Method Investments (Tables) HTML 62K
29: R18 Notes Payable (Tables) HTML 39K
30: R19 Equity (Tables) HTML 46K
31: R20 Income Taxes (Tables) HTML 26K
32: R21 Nature of Operations (Details Narrative) HTML 36K
33: R22 Schedule of Weighted Average Number of Shares of HTML 54K
Dilutive (Details)
34: R23 Schedule of Warrants and Stock Options (Details) HTML 22K
35: R24 Summary of Significant Accounting Policies HTML 21K
(Details Narrative)
36: R25 Schedule of Investments (Details) HTML 34K
37: R26 Schedule of Operations and Financial Position HTML 85K
Investment (Details)
38: R27 Equity Method Investments (Details Narrative) HTML 68K
39: R28 Schedule of Long Term Notes Payable (Details) HTML 36K
40: R29 Notes Payable (Details Narrative) HTML 91K
41: R30 Schedule of Fair Value of Option Using Valuation HTML 27K
Assumptions (Details)
42: R31 Schedule of Stock Option Activities (Details) HTML 30K
43: R32 Summary of Warrants Activity (Details) HTML 33K
44: R33 Equity (Details Narrative) HTML 50K
45: R34 Schedule of Income Before Income Tax (Details) HTML 31K
46: R35 Schedule of Income Before Income Tax (Details) HTML 18K
(Parenthetical)
47: R36 Commitments and Contingencies (Details Narrative) HTML 29K
48: R37 Subsequent Events (Details Narrative) HTML 40K
50: XML IDEA XML File -- Filing Summary XML 85K
53: XML XBRL Instance -- form10-q_htm XML 688K
49: EXCEL IDEA Workbook of Financial Report Info XLSX 75K
8: EX-101.CAL XBRL Calculations -- nstm-20240331_cal XML 107K
9: EX-101.DEF XBRL Definitions -- nstm-20240331_def XML 297K
10: EX-101.LAB XBRL Labels -- nstm-20240331_lab XML 574K
11: EX-101.PRE XBRL Presentations -- nstm-20240331_pre XML 490K
7: EX-101.SCH XBRL Schema -- nstm-20240331 XSD 79K
51: JSON XBRL Instance as JSON Data -- MetaLinks 283± 399K
52: ZIP XBRL Zipped Folder -- 0001493152-24-019729-xbrl Zip 147K
Exhibit 33.1
NewStem Ltd.
Condensed Interim Financial Statements
As of March 31, 2024
(Unaudited)
NewStem Ltd.
Condensed Interim Financial Statements as of March 31, 2024
(Unaudited)
NewStem Ltd.
Condensed Interim Balance Sheets as of
(Unaudited)
| March 31, | December 31, | |||||||||
| 2024 | 2023 | |||||||||
| Note | US$ thousands | US$ thousands | ||||||||
| Assets | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 184 | 324 | ||||||||
| Other current assets | 62 | 29 | ||||||||
| Total current assets | 246 | 353 | ||||||||
| Non-current assets | ||||||||||
| Property and equipment, net | 6 | 9 | ||||||||
| Total assets | 252 | 362 | ||||||||
| Liabilities and shareholders’ equity (deficiency) | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable | 39 | 34 | ||||||||
| Related party | 3 | 250 | 250 | |||||||
| Total Liabilities | 289 | 284 | ||||||||
| Shareholders’ equity (Deficiency) | ||||||||||
| Ordinary shares | * | * | ||||||||
| Additional paid-in capital | 9,174 | 9,167 | ||||||||
| Accumulated deficit | (9,211 | ) | (9,089 | ) | ||||||
| Total shareholders’ equity (Deficiency) | (37 | ) | 78 | |||||||
| Total liabilities and shareholders’ equity | 252 | 362 | ||||||||
| /s/ Jan Loeb | |
| Jan Loeb | |
| Chairperson of the Board |
Date of approval of the financial statements: May15, 2024.
* Represents an amount less than $1 thousand.
The accompanying notes are an integral part of the condensed interim financial statements.
| 2 |
NewStem Ltd.
Condensed Interim Statements of Operations for the
(Unaudited)
| Three-month | Three-month | |||||||
| period ended | period ended | |||||||
| March 31, | March 31, | |||||||
| 2024 | 2023 | |||||||
| US$ thousands | US$ thousands | |||||||
| Revenues | - | 95 | ||||||
| Cost of revenues | - | 11 | ||||||
| Gross profit | - | 84 | ||||||
| Operating expenses: | ||||||||
| Research and development expenses | 108 | 388 | ||||||
| General and administrative expenses, net | 12 | 30 | ||||||
| Operating loss | 120 | 334 | ||||||
| Financial expenses, net | 2 | 8 | ||||||
| Loss for the period | 122 | 342 | ||||||
The accompanying notes are an integral part of the condensed interim financial statements.
| 3 |
NewStem Ltd.
Condensed Interim Statements of Changes in Shareholders’ Equity (Deficiency)
(Unaudited)
| Ordinary shares | Additional paid-in capital | Accumulated deficit | Total | |||||||||||||||||
| Number of shares | US$ thousands | US$ thousands | US$ thousands | US$ thousands | ||||||||||||||||
| For the three - month period ended March 31, 2024 | ||||||||||||||||||||
| Balance as of January 1, 2024 | 163,906 | * | 9,167 | (9,089 | ) | 78 | ||||||||||||||
| Stock based compensation | - | - | 7 | - | 7 | |||||||||||||||
| Loss for the period | - | - | - | (122 | ) | (122 | ) | |||||||||||||
| Balance as of March 31, 2024 | 163,906 | * | 9,174 | (9,211 | ) | (37 | ) | |||||||||||||
| For the three - month period ended March 31, 2023 | ||||||||||||||||||||
| Balance as of January 1, 2023 | 163,494 | * | 8,686 | (7,970 | ) | 716 | ||||||||||||||
| Stock based compensation | - | - | 78 | - | 78 | |||||||||||||||
| Loss for the period | - | - | - | (342 | ) | (342 | ) | |||||||||||||
| Balance as of March 31, 2023 | 163,494 | * | 8,764 | (8,312 | ) | 452 | ||||||||||||||
* Represents an amount less than $1 thousand.
The accompanying notes are an integral part of the condensed interim financial statements.
| 4 |
NewStem Ltd.
Condensed Interim Statements of Cash Flows for the
(Unaudited)
| Three-month | Three-month | |||||||
| period ended | period ended | |||||||
| March 31, | March 31, | |||||||
| 2024 | 2023 | |||||||
| US$ thousands | US$ thousands | |||||||
| Cash flows from operating activities | ||||||||
| Loss for the period | (122 | ) | (342 | ) | ||||
| Adjustments required to reconcile loss to net cash used in operating activities: | ||||||||
| Depreciation | 3 | 4 | ||||||
| Revaluation of convertible financial instrument | - | 3 | ||||||
| Stock based compensation | 7 | 78 | ||||||
| Increase in other current assets | (33 | ) | (25 | ) | ||||
| Increase in accounts payable | 5 | 25 | ||||||
| Net cash used in operating activities | (140 | ) | (257 | ) | ||||
| Net decrease in cash and cash equivalents | (140 | ) | (257 | ) | ||||
| Cash and cash equivalents at the beginning of the period | 324 | 878 | ||||||
| Cash and cash equivalents at the end of the period | 184 | 621 | ||||||
The accompanying notes are an integral part of the condensed interim financial statement.
| 5 |
NewStem Ltd.
Notes to the Condensed Interim Financial Statements as of March 31, 2024
Note 1 - General
| A. | NewStem Ltd. (“the Company”) was incorporated in September 2016 under the laws of the State of Israel and commenced its business operations in July 2018. | |
| B. | The Company is a development stage company utilizing its pioneering intellectual property related to haploid human embryonic stem cells for the development of personalized diagnostics and therapeutics for genetic and epigenetic diseases. | |
| C. | Going Concern |
Since inception, the Company has accumulated losses of US$9,211 thousand. During the three-month period ended March 31, 2024, the Company has incurred losses of US$122 thousand. As of March 31, 2024, the Company’s cash and cash equivalents balance is US$184 thousand, and the net cash used in operating activities during the three-month period ended March 31, 2024, is US$140 thousand.
The Company will need to obtain additional funds to continue its operations over the next 12 months. Management’s plans with regard to these matters include continued development, marketing and licensing of its products, as well as seeking additional financing arrangements. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from sales, licensing or financing on terms acceptable to the Company (See also Note 1D). The Company’s management has adopted a cost reduction plan in order to adjust future operation expenses to its cash balance. On December 31, 2023, most employees were dismissed as per the board of directors resolution on October 23, 2023.
The above-mentioned events incur significant difficulties to continue to operate the Company’s business and there is a substantial doubt about its ability to continue as a going concern during the look-forward period. The financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
| D. | “Iron Swords” war |
Following the brutal attacks on Israel, the mobilization of army reserves, and the Government declaring a state of war (“Iron Swords” war) in October 2023, there was a decrease in Israel’s economic and business activity. The security situation has led, inter alia, to a disruption in the chain of supply and production, a decrease in the volume of national transportation, a shortage in manpower as well as a decrease in the value of financial assets.
The situation has brought further difficulties in management’s efforts to seek additional financing arrangements.
| E. | Definitions |
In these financial statements –
| 1. | The Company – NewStem Ltd. | |
| 2. | Related Party – Within its meaning in ASC 850, “Related Party Transactions”. |
| 6 |
NewStem Ltd.
Notes to the Condensed Interim Financial Statements as of March 31, 2024
Note 2 - Basis of Presentation
The accompanying condensed interim balance sheet as of March 31, 2024, and the condensed interim statement of operations, changes in shareholders’ equity (deficiency) and cash flows for the three-month period ended March 31, 2024, are unaudited. These unaudited condensed interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.
In the opinion of management, the accompanying unaudited condensed interim financial statements contain all adjustments, necessary for a fair statement of its financial position as of March 31, 2024. It is suggested that these condensed interim financial statements be read in conjunction with the audited financial statements and accompanying notes included in the Company’s report for the year ended December 31, 2023. Results for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
The accounting principles used in the preparation of the interim statements are consistent with those used in the preparation of the financial statements of the Company as of December 31, 2023.
Note 3 - Related Parties
The Company engaged with its shareholders to receive consulting services and lab renting.
In addition, the Company is required to pay a shareholder sublicense fees at a rate of up to 12% of sublicense.
| A. | Transactions |
| Three-month | Three-month | |||||||
| period ended | period ended | |||||||
| March 31, | March 31, | |||||||
| 2024 | 2023 | |||||||
| US$ thousands | US$ thousands | |||||||
| Cost of revenues | - | 11 | ||||||
| Research and development expenses | 27 | 83 | ||||||
| B. | Balances |
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| US$ thousands | US$ thousands | |||||||
| Other accounts receivable | 50 | 14 | ||||||
| Accounts payable | 11 | 11 | ||||||
| Related party (See C below) | 250 | 250 | ||||||
Note 3 - Related Parties (cont’d)
| C. | (1) | The Company negotiated with a related party to make an additional investment in the Company. In December 2023, as part of this negotiation, the Company received funds from the related party in the amount of US$250 thousand. At the date of the approval of the financial statements as of December 31, 2023, since no binding agreement that determined the nature of such investment had been signed, the funds received were classified as a current liability. | |
| (2) | On March 31, 2024, the Company signed a Loan Agreement (“the Loan”) in the amount of US$500 thousand with a related party. The loan amount shall bear no interest. The amount is made up of two equal payments in the amount of US$250 thousand, the first payment was received in December 2023 (see section 1 above), and the second payment was received in April 2024. The first payment may be used by the Company for its operations. The second payment shall be restricted for use and deposited in an escrow, until the related party directs the Company to use those US$250 thousand, or if the Company enters into a share purchase agreement (“SPA”) with the related party. The entire loan of US$500 thousand shall be repaid on December 30, 2024, unless the SPA is closed by June 30, 2024, when if so, the entire loan shall be forgiven. |
| 7 |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/24 | ||||
| 12/30/24 | ||||
| 6/30/24 | ||||
| Filed on: | 5/15/24 | |||
| For Period end: | 3/31/24 | |||
| 1/1/24 | ||||
| 12/31/23 | 10-K | |||
| 10/23/23 | ||||
| 3/31/23 | 10-K, 10-Q, CORRESP | |||
| List all Filings | ||||