Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Nov. 30, 2018


a. In December 2018, the Company entered into unsecured convertible loan agreements with accredited or offshore investors for an aggregate amount of $250 thousand.  The loans bear an annual interest rate of 2% and mature in three years unless converted earlier under the same terms as the convertible loans presented in Note 8(a).

b. During December 2018, the Company advanced a total of $0.5 million to Hemogenyx Pharmaceuticals PLC and Immugenyx PLC.  See Notes 11(f), and 11(g).

c. On February 4, 2019, the Indian Joint Venture transferred the first payment of $1 million for services under the India JVA.  See also Note 11(e).

d. In December 2018, the Company entered into a Controlled Equity Offering Sales Agreement (“Sales Agreement”) with Cantor Fitzgerald & Co.(“Cantor”) pursuant to which the Company may offer and sell, from time to time through Cantor, shares of the Company’s common stock having an aggregate offering price of up to $25.0 million.  The Company will pay Cantor a commission rate equal to 3.0% of the aggregate gross proceeds from each sale.  The Company has not yet sold any shares pursuant to the Sales Agreement.

e. During December 2018, the Company received authorization from the Direction des Programmes de recherche in Belgium that based on a program and budget of $1.5 million in the field of gene-therapy research for diabetes 1 treatment, the Company could receive up to $350 thousand by June 2021.

f. During January 2019, Masthercell Global executed a lease agreement for production facilities in the United States.  Under the terms of the agreement, Masthercell Global leased approximately 32,000 square feet for 180 months. Masthercell Global advanced $1.6 million on account of a security deposit, tenant improvement allowance and prepaid base rent.  The annual rental increases over the lease period from approximately $726 thousand to $962 thousand.

g. In December 2018 and January 2019, the Board of Directors of Masthercell Global approved option grants for the purchase of 61,111 options in Masthercell Global under the Masthercell Global option plan to Masthercell Global executives, at an exercise price of $13.52.