UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2012 (February 22, 2012)
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BIOCANCELL THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-53708
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20-4630076
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(State or other jurisdiction of incorporation)
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Commission File Number
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(IRS Employer Identification No.)
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Beck Science Center, 8 Hartom St, Har Hotzvim, Jerusalem, Israel, 97775
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: 972-2-548-6555
(Former name or former address, if change since last report)
Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02
Item 8.01
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Results of Operations and Financial Condition.
Other Events.
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On February 23, 2012, BioCancell Therapeutics Inc. published its consolidated statements of financial position as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2011, all audited in accordance with International Financial Reporting Standards (IFRS).
BioCancell intends to publish its consolidated balance sheets as at December 31 ,2011 and 2010, and consolidated statements of operations, changes in stockholders’ equity (deficit) and comprehensive loss, and cash flows for the two-year period ended December 31, 2011, and for the cumulative period from October 1, 2004 (inception of operations) to December 31, 2011, to be filed on Form 10-K, by the end of March 2012. Below are a summary of the unaudited consolidated balance sheets and the related consolidated statements of operations for the aforementioned periods, prepared in accordance with U.S. GAAP. As this information is not audited, it remains subject to change.
Consolidated Balance Sheets (Unaudited)
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December 31,
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December 31,
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|||||||
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2011
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2010
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|||||||
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U.S. dollars in thousands
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||||||||
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Current assets
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||||||||
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Cash and cash equivalents
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$
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240
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$
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3,487
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Short - term deposits
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-
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1,993
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Receivable from Chief Scientist and BIRD Foundation
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15
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96
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Prepaid expenses
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481
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88
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Other current assets
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72
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39
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Total current assets
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808
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5,703
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Long-term assets
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Deposits in respect of employee severance benefits
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262
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288
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Other assets
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268
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33
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Total long-term assets
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530
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321
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Property and equipment, net
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66
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88
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Total assets
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$
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1,404
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$
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6,112
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December 31,
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December 31,
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2011
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2010
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U.S. dollars in thousands
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Current liabilities
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Accounts payable
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$
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327
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$
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99
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Accrued expenses
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807
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319
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Accrued vacation pay
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76
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67
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Employees and related liabilities
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187
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141
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Liability to BIRD Foundation
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400
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327
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Liability for commission to underwriters
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8
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173
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Convertible notes payable
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2,189
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-
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Total current liabilities
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3,994
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1,126
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Long-term liabilities
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Liability for employee severance benefits
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308
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243
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Convertible notes payable
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-
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1,187
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Warrants to noteholders
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603
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1,453
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Total long-term liabilities
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911
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2,883
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Contingent liabilities and commitments
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Stockholders' equity (deficit)
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Common stock, $0.01 par value per share (65,000,000 and 65,000,000 shares
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authorized, 26,685,022 and 26,361,083 shares issued and outstanding as of
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December 31, 2011, and 2010, respectively)
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266
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264
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Additional paid-in capital
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24,646
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24,243
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Accumulated other comprehensive income
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335
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329
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Accumulated deficit
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(28,748
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)
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(22,733
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)
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Total stockholders' equity (deficit)
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(3,501
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)
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2,103
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Total liabilities and stockholders' equity
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$
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1,404
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$
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6,112
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Consolidated Statements of Operations (Unaudited)
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Cumulative from October 1,
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For the year ended December 31,
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2004 (inception) to December 31,
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2011
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2010
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2011
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U.S. dollars in thousands
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(except share and per share data)
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Research and development expenses
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$
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3,929
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$
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2,207
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$
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17,405
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Less: Chief Scientist, BIRD Foundation and
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other grants
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(418
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)
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(390
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)
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(2,825
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)
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Research and development expenses, net
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3,511
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1,817
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14,580
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General and administrative expenses
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2,134
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1,955
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10,382
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Operating loss
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5,645
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3,772
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24,962
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Interest income, net
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19
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(21
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(15
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Gain from marketable securities, net
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-
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-
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(6
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Interest on convertible notes and discount amortization
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1,362
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543
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2,395
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Gain on revaluation of warrants
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(811
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)
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(2,070
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(1,481
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)
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Gain on revaluation of liability for commission to underwriters
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(171
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(104
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(275
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)
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Other financing expenses (income) , net
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(29
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56
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(259
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)
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Net loss
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6,015
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2,176
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25,321
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Basic and diluted net loss per share
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$
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0.23
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$
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0.11
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$
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1.83
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Weighted-average common shares used
In computing basic and diluted net loss per share
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26,560,560
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20,338,863
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13,820,986
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BIOCANCELL THERAPEUTICS, INC.
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Dated: February 23, 2012
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By:
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/s/ Jonathan Burgin
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Jonathan Burgin
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Chief Financial Officer
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