ITEM 1. BUSINESS
Organization
Pimi Agro CleanTech, Inc. is a Delaware Corporation with one operating subsidiary, Pimi Agro CleanTech, Ltd, which is an Israeli Limited Company (“Pimi Israel”). The Company was formed on April 1, 2009, under the laws of the State of Delaware, and its subsidiary Pimi Israel was formed on January 2004 in the State of Israel under the name "Pimi Marion Holdings Ltd.", and has since changed its name to "Pimi Agro Cleantech Ltd.", on October 2008. The Company, through Pimi Israel, owns a patented technology for the treatment of pre and post-harvest of fruits and vegetables utilizing environmentally friendly products.
Established in 2004, Pimi Israel's technology platform is based on a unique formulation of environmentally friendly Stabilized Hydrogen Peroxide (STHP) which decomposes into oxygen and water. As part of a sustainable agriculture platform, STHP products have worldwide patent protection and provide a cost-effective solution for consumers who want to reduce residue chemicals in their fruits and vegetables.
On April 27, 2009 we purchased all the issued shares of Pimi Israel from the Pimi Israel shareholders in consideration for 6,313,589 shares of Common Stock of the Company to the Pimi Israel shareholders. As a result, Pimi Israel became a wholly owned subsidiary of the Company.
We are a development stage company and have had limited revenues since our formation. There is currently limited public market for our common stock. The purchase of our shares is highly speculative and involves a high degree of risk, including, but not necessarily limited to, the “Risk Factors” described elsewhere in this report. Any person who cannot afford the loss of their entire investment should not purchase our shares.
The Company’s principal executive offices are located at 269 South Beverly Drive suite 1091, Beverly Hills California 90212, and its telephone number is (310) 203-8278.
Overview
The Company focuses on developing environmentally friendly solutions for extending storability and shelf life of vegetables and fruits. As of the date of this report, the Company develops, tests and markets four lines of products: (i) Citrus treatment line of products, which includes: CitruWash™, Super Clean™, CitrusGuard™ and FreshProtect™; (ii) Sweet Potatoes treatment line of products, which include SweetGuard™; (iii) Stored Table Potatoes treatment line of products which include SpuDefender™; and (iv) other fruits and vegetables storage control line of products which includes: StorGuard™ for treatment of vegetables such as broccoli and cabbage and OnionGuard™ for treatment in storage of Onions. We have started the commercialization of six (6) of these products (CitrusGuard™, FreshProtect™, SpuDefender™, SweetGuard™, Super Clean™ and CitruWash™).
Currently, the Company is focused on solutions related to fresh citrus fruits, table potatoes and sweet potatoes. Based on recent statistics, citruses are the most consumed fruits worldwide. The world fresh citrus market is estimated at over 50 million tons per annum. Potatoes are the fourth largest crop worldwide. According to the Food and Agriculture Organization of the United Nations, the total crop of the 20 major producers of Potatoes in 2011 was approximately 294 million metric tons (see: http://faostat.fao.org/site/339/default.aspx). We estimate that table potatoes, which our solution is currently aimed towards, are 30%-40% of the total world produced potatoes.
We intend to provide our customers a comprehensive environmentally friendly solution for post-harvest treatment of fruits and vegetables, commencing with harvest thereof and utilizing our products in different phases of the treatment process until their delivery to distributors. In accordance with this strategy as of the date of this report we develop cleansers and sanitizers for treatment of fruits and vegetables on packing line and sprout and disease control products for stored fruits and vegetables
Industry Overview
The fresh fruits and vegetables industry is constantly seeking technologies and methods to prolong shelf life, reduce product deterioration losses and keep freshness of crops. In most cases the only way to prolong shelf life and reduce quality losses is by using chemicals which leave residues. The processed food industry is also using chemicals which leave residues and contaminate water and livestock. Heavy chemicals which leave residue are used also by the seed industry.
Leading retailers and agricultural regulatory bodies such as European Commission of Health and Consumer Protection the “European Commission" or the " EC") and the US Environment Protection Agency (the "EPA"), are increasingly focusing to reducing the use of residue chemicals in treating fruits, vegetables, seeds and soil in favor of environment-friendly alternatives.
In addition, organic food and organic agriculture is rapidly gaining momentum and is advocating chemical and residue-free use from growth, harvest to storage and maintenance. This is strengthened by the relatively new trend to consume low or non-residue produce, which have risen to 20%-25% of consumed produce in developed countries like Netherlands (see "Reducing Residue Rising up Priority List" 78 FGJ 1 February 2008. at: http://www.bcpcertis.com/Certis.bcp/English/Home/News/page.aspx/565?xf_itemId=522&xf_selectionDatapartId=512).
The Company’s management believes that the trend in the market [as may be exhibited by market leaders such as Wal-Mart (see at: http://www.nytimes.com/2011/01/20/business/20walmart.html), Marks & Spencer, Tesco and Sainsbury in the UK and EDEKA chain in Germany] is to replace, as much as possible, fruits and vegetables treated with chemicals which leave residues with fruits and vegetables with no residue or low residue.
Losses of agricultural produce, as high as 30% in countries such as India (see: http://agricoop.nic.in/sia111213312.pdf) and China (see http://www.ccsenet.org/journal/index.php/ijbm/article/view/19732), due to diseases and lack of correct supply chain, from the field to the stores, are exacerbated by the increasing demand for food produce, especially in developing countries.
Accordingly, there is a significant need to find alternative solutions to current chemical treatments for pre- and post- harvest treatments of fruits and vegetables that will provide the following benefits:
·Reduce spoilage and losses of produce;
·Extend shelf-life and improve quality of fruits, vegetables and grains;
·Are non-residue and leave no harmful chemical by-products;
·Are cost effective; and
·Are approved for organically produced crops.
With millions of tons of stored fruits and vegetables annually world-wide, management believes there is an immediate, addressable market for Pimi’s products. Through our extensive communications with retailers, we understand a shortage of fresh goods is a primary concern for these groups - thus the ability to improve storability is critical and valuable.
Our Products and Technology
Citrus Treatment Products
The Citrus Industry- The Need to Replace Imazalil and TBZ
To date, green mold on Citrus is controlled in the United States and other countries, including Israel, by application of the fungicides Ortho-phenyl Phenate (OPP or SOPP), Imazalil, and Thiabendazole (TBZ). Retailers’ demand to reduce the Maximum Residue Levels (MRL) of pesticides in their fresh fruits, has led producers to seek environmentally friendly solutions, such as ours, aimed to reduce levels of pesticide residues while extending shelf life. Moreover, it has been proven that the green mold has already developed resistance to the abovementioned fungicides. This prevented the packers from effectively manage decay control pathogens.
The combination of these two factors has posed an urgent need to identify an alternative to current packing methods. Pimi’s solution may reduce the Imazalil level from today’s MRL of 5 ppm to 1 ppm (part per million), while not adding any fungicide material and improving yield losses.
Super Clean™, CitruWash™, CitrusGuard™ and FreshProtect™
CitrusGuard™ and FreshProtect™, which are sanitizers, are formulated to sanitize Citrus Fruits on packing lines and were developed in order to reduce residue treatments of fungicides, such as Imazalil and TBZ, which are the current treatment.
SuperClean™ and CitruWash™, which are cleansers, are formulated to clean Citrus Fruits on packing lines and are intended to replace soap and Chlorine that are currently used as cleansers in Citrus packing lines, prior to the fungicide treatment. Good cleaning practice reduces the surface dirt and soil and by that reduces micro flora load prior to waxing the fruits with fungicides that prevents mold contamination, during its storage, transportation and shelf life.
FreshProtect™ and CitruWash™ are mainly targeted to the US market, while CitrusGuard™ and Super Clean™ are mainly targeted to the Israeli and other international markets.
On December 14, 2012, we received an unconditional Notice of Registration from the United States Environmental Protection Agency (the “EPA”) for FreshProtect™, issued on November 30, 2012 (the “EPA Approval”).
FreshProtect™ has been in development since 2009. In January 2011, we successfully concluded a commercial trial on easy peel citrus fruits in cooperation with Sun Pacific Inc. (“Sun Pacific”), a leading citrus packaging house in California. In October 2011, we concluded another commercial trial on navel oranges with Paramount Inc. (“Paramount”), another leading packaging house based in California. Both trials were successful and indicated significant advantages of utilizing FreshProtect™ on citrus fruits in comparison to other current treatments and materials, while reducing the residue level of pesticides on the fruits to the level of less than 1.5 ppm (part per million). Such significantly low residue level complies with the stringent standards of leading European food chains. Further, the shelf life, quality, and quantity of fruits treated by FreshProtect™ were not adversely affected by reduction of the pesticide residue level.
Commercialization of FreshProtect™ in the State of California is subject to approval by the State of California Environmental Protection Agency (“CAL EPA”). The Company’s pending application with the CAL EPA is in its final stages and our management believes that an approval by the CAL EPA will be obtained as early as the second quarter of 2013.
In January-February 2013 we performed large-scale commercial trial with Sun Pacific, utilizing both CitruWash™ (as a cleanser) and FreshProtect™ (as a sanitizer) in the treatment process on one packing line. Based upon an opinion received from our regulatory counsel, CitruWash™ is not a pesticide and is not subject to the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”). The trial also involved a large post-harvest services company, which is considered by our management as a potential distributor of our products. The preliminary results of this trial were successful, indicating that our products have prevented decay more efficiently in comparison to other current treatments and materials. As of the date of this report, we are negotiating with Sun Pacific and post-harvest services company as to further commercial implementation of our products.
In March and April 2010, we successfully completed small scale trials, as well as commercial trials, applying CitrusGuard™, for the treatment of Mandarins, which is one of the most sensitive and problematic Citrus, as well as the treatment of Grapefruits. The trials were carried out with Mehadrin Ltd. (“Mehadrin”), the largest packing house in Israel, which exports citrus fruits to the United States and Europe. In these trials, CitrusGuard™ demonstrated superiority in extending shelf life, compared with the current treatment that is being used, which requires almost double the amount of pesticides to reach the required shelf life.
As a result of these commercial trials, Mehadrin has decided to commercially implement CitrusGuard™, in the treatment process utilized in its packing lines. Those lines pack mainly mandarins and grapefruits and small volumes of oranges and lemons. Mehadrin is also implementing Super Clean™ cleanser on its lines, as a part of our model of comprehensive treatment, which utilizes our products in different phases of the cleaning process. The total quantity of citrus fruits which were treated by Mehadrin with CitrusGuard™ and SuperClean™ during the citrus season of 2011-2012 is over 60,000 tons.
Sweet Potatoes Treatment Products
Sweet potatoes are the seventh largest crop in the world. According to the Food and Agriculture Organization of the United Nations, the total crop of the 20 major producers of Potatoes in the year 2011 was approximately 99 million metric tons. According to the National Agricultural Statistics Service, USDA, in 2010 the United States produced approximately 1.08 million metric tons of sweet potatoes, with a production value of $478 million.
SweetGuard™ is designed for cleaning the surface of sweet potatoes and improving the appearance of the treated sweet potatoes. The cleaning of the surface reduces decay of sweet potatoes which may occur during storage, shipment and shelf life.
SweetGuard™
In January 2010, we completed our first commercial trial utilizing SweetGuard™ for the treatment of sweet potatoes. Similar to Pimi’s CitrusGuard™ and CitruWash™, SweetGuard™ is designed for improving sweet potatoes cleaning properties. SweetGuard™ causes the sweet potatoes’ bright appearance due to its cleaning effects.
The trials were carried out in two cooperative farms in Israel, with two separate packing houses that export sweet potatoes from Israel to Europe. In these trials, SweetGuard™ demonstrated efficacy in various areas of post-harvest treatment of crop, which came from different growing soils. We have been advised by these clients that consumers presented with treated and untreated sweet potatoes, on the same shelf, preferred those which were cleaned with SweetGuard™.
As a result of these trials, the two cooperative farms determined to include SweetGuard™ in their regular working program for the packing line. The total quantity of sweet potatoes which was treated by SweetGuard™ in 2012 was approximately 12,000 tons.
As of the date of this report, we have successfully finalized several on-line commercial tests with several leading sweet potato packers located in the U.S., and have received our first purchase order for SweetGuard™.
Potato Treatment Products
The Potato Industry - the Need to Replace CIPC and prolong shelf life
Potatoes are the fourth largest crop in the world. According to the Food and Agriculture Organization of the United Nations, the total crop of the 20 major producers of Potatoes in the year 2011 was approximately 294 million metric tons (see: http://faostat.fao.org/site/339/default.aspx). We estimate that table potatoes are 30%-40% of the total world produced potatoes. In developed countries roughly one third of the crop is used for direct use by households (table potatoes) and the rest for processing, such as chips/crisps and French fries (processed potatoes). In non-developed countries, 80% of the crop is used as table potatoes and the rest as processed potatoes. Therefore we estimate that the annual crop of potatoes is divided between 35% table potatoes and 65% processed potatoes.
Stored potatoes begin sprouting, in most circumstances, after two to three months in storage. Effective sprout control is a major component of managing stored potato quality. If proper sprout control is not maintained, significant reduction to tuber quality will occur, and the ability to store for extended periods of time is diminished. Sprouting causes high yield loss and low quality produce for consumers and for processing. Sprouting is also associated with the conversion of starch to sugars, which is undesirable in the processing industry, due to the darkening effect of fried products. In the table potatoes industry, visible sprouts on potatoes are unacceptable to consumers.
The primary method to control sprouting in storage is with post-harvest application of isopropyl N-(3-chlorphenyl) carbamate ("Chlorpropham" or "CICP") a synthetic hormone that is used worldwide. For the toxic effects of CIPC see: http://pmep.cce.cornell.edu/profiles/extoxnet/carbaryl-dicrotophos/chlorpropham-ext.html.
Regulators such as the European Commission ("The EC") and United States EPA are pushing for substantial reduction of permitted maximum residues level of CIPC in crops, livestock and water. The EU has issued in 2008, a Directive (196/2008 of January 29, 2008) which sets the MRL of CIPC to 10mg per ton. The UK has recently regulated that potatoes treated with more than 36g of CIPC per ton should only be used for commercial processing. The British Potato Council together with the industry in the UK, have set a maximum of 63.75mg per ton for commercial processing.
In the US, in August 1996, a federal Registration Eligibility Decision (RED) for CIPC was issued by the EPA for the continued use of this chemical as sprout inhibitor of harvested potatoes in storage. A mandate regulated in 2002 by the Environmental Protection Agency, resulted in a reduction in allowable CIPC tolerance of residue, on fresh potatoes from 50ppm to 30ppm per kg. Residues as high as 40 ppm are permitted by EPA on wet peel potatoes, which goes to life feed stock. Similar consequences of CIPC reassessment are common in potato-growing region in the world such as Canada and Australia. In Sweden CIPC has been banned for use since 2005.
SpuDefender ™
Pimi develops the SpuDefender™, which is aimed at substituting CIPC as a sprout inhibitor, increasing shelf life, and preventing quality reduction.
SpuDefender™ is a formulated STHP designed for use in potato storage treatment to inhibit sprouting. SpuDefender™ is patent protected in several countries. SpuDefender™ is applied in stored potatoes inside storehouses, or on packing lines, by using Pimi’s proprietary storage application protocol which is based on an especially designed system and ultrasonic atomizers to provide optimum results.
SpuDefender™ is an environmental friendly external treatment, and therefore, after washing it leaves no residue. At the end of the application process the active ingredient of SpuDefender™ decomposes into water and oxygen, unlike existing chemical alternatives, such as Isopropyl N-(3-chlorophenyl) Carbamate ("Chlorpropham" or "CIPC") (see “The Potato Industry - the Need to Replace CIPC and prolong shelf life” elsewhere in this report). As of the date of this report SpuDefender™ has proven to be effective in controlling potato storage decay, while reducing the residue level of pesticides on treated potatoes. Its sprout control ability (required to effectively substitute CIPC) is under further development and testing, and therefore SpuDefender™ is not marketed yet as sprout inhibitor.
Other Fruits and Vegetables Storage Control Line of Products
StorGuard™
StorGuard™ was developed for extending the shelf life of fruits and vegetables in storage, by reducing air pathogens in storage rooms, a treatment which improves storage conditions. StorGuard™ enriches storage room with Oxygen and humidity, which are key factors for good storability process. The active ingredient of StorGuard™ is STHP, which has abilities to oxidize air spores [see EPA Hydrogen Peroxide (000595) Federal Register Notices at: http://www.epa.gov/pesticides/biopesticides/ingredients/fr notices/frnotices 000595.htm].
OnionGuard™
As of the date of this report there is no known effective treatment to reduce Botrytis Neck Rot and Aspergillus Black Mold, which are the two main onion diseases. The two diseases can damage up to 40 percent of an onion harvest. In October 2009, we started a trial with Idaho State University and McCain Foods Limited (“McCain”) to extend storability of onions by using OnionGuard™, which is a formula comprised of our StorGuard™. We ran a trial comparing OnionGuard™ to current storage methods which do not utilize treatment. The test was performed in cooperation with McCain, which stores onions for its onion rings production line and encountered storability problems. The results received in June 2010 demonstrated improvement of storability in room temperature, as well as in cold storage temperature, of up to 40%. After six months of storage, defects were reduced from 35 percent to 15 percent. The trial’s results were presented to one of the leading retailers in the US who subsequently ordered a commercial test of 20,000 pounds of onions, which started on October 2010, under the supervision of the Washington State University. Initial results from January 2011 presented high performance of OnionGuard™. The trial was not completed due to release of the onions to the market prior to the receipt of final results.
Pimi anticipates starting EPA registration of OnionGuard™ once sufficient working capital is available to initiate the process.
Products planned for Research and Development
Pimi plans to extend its line of products in the coming years by devoting substantial R&D for other areas, where we have identified a market need for environmental friendly solutions.
SeedGuard ™
Potatoes are susceptible to a variety of diseases that lower yields and tuber quality which might cause significant losses in the quantities and quality of crops. What's more, pathogens accumulate in successive cloning of tubers and in the soil used to grow them. That is why sustainable potato production depends on a constantly renewed supply of disease-free planting material. According to numerous international regulations, seeds, of all types, must be disinfected to prevent the transfer of diseases between countries, between seeds, from seeds to soil, and from seeds to crop.
Seed tuber disinfection treatments are used to reduce seed borne diseases. However organic mercury which has been used for this purpose has been banned and the alternative agents available are effective against only some of the pathogens. Moreover an increasing number of pathogens are found to be unaffected by any of these treatments (see Lea Tsror and al. "Survey of Bacterial and Fungal Seed borne diseases in Imported and Domestic Seed Tubers" (1999) at http://www.pimiagro.com/upload_pdf/1241461817_4.pdf).
Pimi has embarked on a R&D plan for potato-seed applications, aimed for the development of an innovative, holistic and ecological solution to treat potato seeds throughout their lifecycle, which was approved for receiving grants from the Israeli Chief Scientist Office (see "Governmental Support" elsewhere in this report). SeedGuard ™ is designed to provide added-value to the seed producer and potato growers owing to its long lasting disinfectant effect, versus existing aggressive chemical treatments which are not environmental friendly solutions.
Management estimates that additional substantial R&D is required to tailor SeedGuard™ to specific seeds, which will take several years of work. Therefore management has decided to postpone the development of this product until full commercialization of its other products. As of the date of this report, the progress of product development is delayed until sufficient funds are raised.
Performic Acid
Pimi has begun conducting research in the field of performic acid based eco-friendly solutions (see “Intellectual Property” elsewhere in this report). Additionally, Pimi has initiated discussions with a leading global chemical producer, for the purpose of exploring and evaluatingcommercial development in this field.
Our Technology
Pimi’s technology for increasing the storability and shelf life of fruits and vegetables is based on a unique proprietary solution using only edible products and a proprietary designed delivery system.
Active Ingredient - Stabilized Hydrogen Peroxide solution (STHP)
Pimi has developed a patented Stabilized Hydrogen Peroxide (H2O2) formula which includes other edible ingredients. Hydrogen Peroxide is widely used in various industrial applications, such as: rocket fuel, wound disinfection, hair coloring and teeth whitening. The formulations were developed by Nimrod Ben Yehuda, Pimi’s co-founder, with the assistance of leading research institutes, which include the Hebrew University of Jerusalem, the Volcani Institute of Agricultural Research and the Technion - Israel Institute of Technology.
Fogging delivery system
By harnessing the advanced fogging technology of ultrasonic micro Droplets (which was developed by third parties and was upgraded by Pimi's management) and the special distribution method developed by the Company, Pimi's Technology is capable of distributing a lower than 10 micron droplet cloud in the storage room. This ultrasonic droplet diameter and the application method generate “Dry Fog”, forms a highly effective vehicle for distributing Pimi’s products. An added benefit comes with the ability to raise relative humidity to a very high level of 99% without causing the devastating effects of a condensation event. The system is fully automated, thus enabling a cost-effective implementation for customers, reducing many hours of labor and minimizing user intervention.
Manufacturing Process Supply of Raw Material
Pimi’s products are currently produced by Seeler Industries, Inc., in their plant located in Joliet, Illinois ("Seeler") and also by Zohar Dalia Ltd. in Israel.
Transportation and Storage of our Products
Hydrogen Peroxide is a common chemical sold and transported worldwide in 50% concentrations. Transported Hydrogen Peroxide in such concentrations is defined as dangerous goods by the industry.
We have decided to supply our products with stable Hydrogen Peroxide and at low concentration of only 4%-8%%, which is graded as low product risk. At this grade of risk the product should be transported by certified truck drivers, and the truck should be marked with special signs. The product should be transported together with Material Safety Data Sheets (MSDS) which show the dangers related to the product and the safety procedures, including how the product should be handled.
Hydrogen Peroxide is an aggressive oxidizer and will corrode many materials. Hydrogen Peroxide should be stored in a cool, dry, well-ventilated area and away from any flammable or combustible substances. It should be transported in special tanks and vehicles and should be stored in a container composed of non-reactive materials.
Pimi is carefully and diligently following the above rules and regulations in handling its products in transportation and storage.
Governmental Support
Pimi Israel has received grants from the Israeli Chief Scientist under a program of investment in research and development for a solution for disinfection of potato seeds (SeedGuard™) under a 6-stage method. The approval of the Chief Scientist was extended and changed in order to enable certain expenses to be recognized for the grant. Pimi has received from the Chief Scientist the sum of $121,753 (484,429 NIS) as grant under this program.
Pimi is obligated to pay the grant back to the Chief Scientist in the form of royalties. In the first 3 years of sales we shall pay 3% out of the sales of the product which was developed under the R&D program. In the fourth, fifth and sixth years of sales we shall pay 4% of such sales, and from the seventh year and on we shall pay 5% up to the amount of the grant. If there will be no sales of the product which was developed under the program, Pimi will not be required to pay back the grant.
Under the law and regulations relating to the grant, sale of the IP developed under the program to a foreign entity will require the approval of the Israeli Chief Scientist.
Pimi Israel has filed an application with the International Projects and Tenders Fund under the Israeli Ministry of Industry, Trade and Labor for participation in FreshProtect™ and CitruWash™ US commercialization costs and expenses. As of the date of this report, such participation has not yet been approved.
Intellectual Property
We have developed a significant intellectual property portfolio of patents. We believe that our intellectual property portfolio, coupled with our strategic relationships (see "Customers and Partners") and accumulated experience in the field, gives us an advantage over potential competitors.
In 2010 we filed two provisional patents covering new developed products and technologies which we started to implement at the end of 2011. In 2011 we filed an application pursuant to the Patent Cooperation Treaty (“PCT”), covering an environmentally friendly solution, implementing performic acid, for controlling decay of a very wide range of addible matters and for soil disinfection. As of the date of this report, we have started the registration of this patent. In 2012 we filed an additional PCT application, with respect to a product aimed at improving the appearance of foods. We currently maintain the following patents (for the agreement of the transfer of the rights in the patents and patents applications to us, see "Certain Relations and Related Parties transaction"):
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1 The application was filed on January 21, 2010 for a continuation patent of patent No. 7,147,872.
Regulatory Approval of Pimi's Products
The following description will relate to the countries in which the Company intends to sell its products:
Regulatory Process in the United States
Our products are regulated by both EPA (Environmental Protection Agency) and FDA. The regulatory agency that has jurisdiction for a particular product depends on the claims that are made for the product. Accordingly, EPA is responsible for any of our products that claim microbial control on raw agricultural commodities, such as FreshProtect™. FDA is responsible for regulating any our products that make cleaning claims on raw agricultural commodities, such as CitruWash™.
The EPA registration process is governed by the pesticide statute, Federal Insecticide, Fungicide and Rodenticide Act or “FIFRA”. Under Section 3 of FIFRA, EPA registers or licenses pesticide products. The registration process involves registrants submitting a comprehensive data base of chemistry and safety data so that EPA can make a safety determination. On November 30, 2012, EPA registered FreshProtect™ in accordance with the provisions of Section 3 of FIFRA. In addition to federal registration of pesticides, all states in the U.S. require product registration pursuant to the applicable state laws. We have a pending registration application for FreshProtect™ with the California Department of Pesticide Regulation (CDPR) and we anticipate that approval will be granted shortly. Finally, EPA in accordance with Section 409 of the Federal Food, Drug and Cosmetic Act or “FFDCA” and through the tolerance or tolerance exemption process is responsible for setting residue levels for pesticides that are applied to raw agricultural commodities. All of the ingredients contained in FreshProtect™ have the appropriate tolerance or tolerance exemption for residues that may result from the use of FreshProtect™.
Unlike EPA, FDA does not approve cleanser products. Instead, all of the ingredients comprising cleanser products must have the appropriate clearance, under the FFDCA, for use on the target food commodities. All of the ingredients in CitruWash™ are compliant with the FFDCA. In accordance with the legal opinion we received, our CitruWash™ is classified as a cleanser under applicable US laws and regulations.
In addition, under Sections 201(s) and 409 of the FFDCA, any substance that is intentionally added to food is a food additive, that is subject to premarket review and approval by FDA, unless the substance is generally recognized, among qualified experts, as having been adequately shown to be safe under the conditions of its intended use, or unless the use of the substance is otherwise excluded from the definition of a food additive. FDA established a notification procedure whereby any person may notify FDA of a determination by that person that a particular use of a substance is “GRAS" (Generally Recognized As Safe). It should be noted that according to applicable law we may market a substance that we determine to be GRAS for a particular use without informing FDA or, if FDA is so informed, while FDA is reviewing that information.
We have received EPA approval for SpuDefender™ as well as the approval of the State of Wisconsin, which enables us to sell SpuDefender™ in the State for commercial use.
Our SweetGuard™ is used as a cleaning agent on post-harvest sweet potatoes. As such, SweetGuard™ is regulated under both the Toxic Substances Control Act (“TSCA”) and FFDCA. Under both of these statutes, products are not approved or cleared but the individual components or substances comprising a product must be compliant with the provisions of each statute and their implementing regulations.
Pimi Agro has evaluated each component of SweetGuard and based on this evaluation has concluded that every component is compliant with the provisions of TSCA and FFDCA and the corresponding implementing regulations.
Regulatory Process in Israel
SpuDefender™ has been approved by the Israeli Plant Protection Authority for use on potatoes and sweet potatoes in Israel. To the best of our management’s knowledge, CitrusGuard™, SuperClean™ and SweetGuard™ do not require approval by the Israeli Plant Protection Authority under applicable Israeli laws and regulations.
Regulatory Process in Europe
In Europe the authority in charge of the approval of our product is the European Commission. Under the Plant Protection Products Directive 91/414 (the "EU Directive 91/414"), the European Commission requires that we will show that the product is not toxic, has physical and chemical safety properties and is effective (i.e. it achieves the statement under its label). In order to submit the application ("Dossier") we have engaged Redebel S.A from Brussels, Belgium ("Redebel"), who is a specialist in such process.
We have been advised by Redebel that in order to register our products (mainly FreshProtect™ and SpuDefender™) in the European Community the complete Dossier for inclusion of Hydrogen Peroxide on "Annex I" of EU Directive 91/414 must be approved by the European Commission ("Annex I Listing"). Such file has to include documentation and information concerning the active ingredient (in our case Hydrogen Peroxide). Important elements of such documentation are toxicological and eco-toxicological profile of the molecule and eventual dangers and hazards coming from human exposition. An example of use of this substance in “formulated” product has to be also presented, and the most important element of this part is demonstration of the efficacy - prove of the activity of the product declared on the label.
Normal procedure for efficacy testing is two years of trials. After having the efficacy results we will have to file the product for examination which can last for another 2 years.
Due to this long regulatory process, we have decided that we will concentrate on sales in the US, and other territories outside the EU, prior to finalizing the European file for pesticide. Therefore as of the date of this report we have halted the regulatory process of our products in the EU.
As of the date of this report we are examining whether in accordance with applicable law and regulations SuperClean™ and/or CitruWash™ (which are cleansers) require registration in EU.
Customers and Partners
As a small company with roots in Israel, one method by which Pimi is able to attain, and engage with, potential partners, in particular those having a favorable foot-print in their respective markets and having the ability to educate end-users (i.e. their customers), is by gaining recognition and acceptance of market leaders having the best leverage point to our prospective customers. These companies, being opinion leaders with high sensitivity to environmental-friendly growing demands, are in the best position to influence their suppliers, who are Pimi's potential customers, in testing and ultimately adopting Pimi's technology, as their next generation solution for post-harvest treatment.
We have entered into agreements with several companies specialized in the supply of agriculture products, primarily in the US, as further detailed below.
VegiSafe LLC (Earthbound LLC Group)
In January 2009 Pimi Israel entered into a Joint Venture Agreement ("The Joint Venture") with VegiSafe LLC ("VegiSafe"), an affiliate of Earthbound LLC ("EB"), a group of companies engaged in consulting to mass-market retailers and major supermarket chains in North America (see: http://www.earthboundllc.com/). EB has a proven track record in developing private label campaigns (apparel) for Wal-Mart and Target brands.
The Joint Venture will market, sell and distribute Pimi's technology throughout the United States, on an exclusive basis, and throughout Canada and Mexico, on a non-exclusive basis. VegiSafe will market and handle the sales activities of the Joint Venture. VegiSafe intends to seek retailers and major distributors in the U.S., which will recommend its producers and suppliers to manufacture and supply CIPC-free potatoes, or CIPC-free potato products. The exclusivity of the Joint Venture is subject to fulfillment of certain milestones of annual sales as herein described. We will have 70% of the rights in the Joint Venture and will nominate two of its directors; VegiSafe will have 30% of the rights, and will nominate one director. We will grant a sub-license to the Joint Venture for the use of our patents and technology, relating to the products and to any new product developed by us, for the term of the Joint Venture.
We are obligated to continue to operate the Joint Venture so long as certain trigger events occur prior to December 31, 2009. The Trigger event is defined as: an event, where any retailer and any fast food chain, or any major packaged, frozen or snack food marketer, or any major or national vegetable (or fruit) growers and major or national distributors in the U.S expresses an interest in launching CIPC free potatoes or CIPC free potato products at any Retailer or by any distributor, by requesting its supplier/s to use our technology for potatoes or potato products, in order to produce or to supply CIPC free potatoes or CIPC free potato products for its consumption.
In May 2009, Pimi and VegiSafe mutually agreed that the trigger event occurred, thereby obligating, the continuation of the Joint Venture. Accordingly, VegiSafe’s exclusivity is subject to the following milestones: Entering a CIPC free branding program with two retailers or distributors prior to September 2010; the treatment of 150,000 tons of potatoes in the season of 2011 (September 2011); the treatment of 350,000 tons of potatoes in the season of 2012 (September 2012).
As of the date of this report VegiSafe has not complied with the above milestones and we have not taken any actions against VegiSafe with this regard.
VegiSafe has invested in the Joint Venture an aggregate amount of $250,000 which has been used to cover expenses reflected in a budget prepared for the Joint Venture, and approved by VegiSafe and Pimi. The Joint Venture will use the VegiSafe Trade Mark as the trademark for fruits and vegetables, which will be treated by our products and are CIPC free. Any additional investment in the Joint Venture in excess of the $250,000 shall be contributed by the parties according to their share in the Joint Venture upon mutual consent, taking into account the Joint Venture's business and its needs.
The Joint Venture focused on SpuDefenderTM and therefore on August 9, 2010 we have signed an Addendum to the Agreement dated January 20, 2009 with VegiSafe, under which we agreed to expand the activities of the Joint Venture in the US to sweet potatoes, yams, onions, cabbages and mushrooms. In addition we have agreed to expand the activity of Joint Venture in the US to citrus fruits, provided VegiSafe will bear all the costs and expenses, which in our opinion are reasonable for the progress of the distribution and the implementation of our CitrusGuard™ in the US.
As of the date of this report, VegiSafe introduced our products and technology to one of the major retail chain in the US who has, in turn, introduced us to their suppliers of table potatoes, citruses, onions and sweet potatoes, in order that we shall present to these suppliers the efficacy of our products.
Mehadrin
Mehadrin Ltd.(“Mehadrin”) is the biggest distributor and exporter of Citrus fruits in Israel. Mehadrin is exporting approximately two thirds of the Israeli Citrus crop to Europe, US, Canada and the Far East. Mehadrin has its own orchards and packing houses and they also purchase packed fruits from other farmers and packing houses. We have started to work commercially with Mehadrin on October 2010, implementing our CitrusGuard™ on one packing line of Grapefruits. On January 2011 we have started treating with CitrusGuard™ additional 2 packing lines of Clementine. During the citrus season of 2011-2012 we have entered into additional packing lines, implementing also our SuperClean™ and treating over 60,000 tons. We anticipate treating with our CitrusGuard ™ up to 70,000 tons of Citrus fruits until the end of 2012- 2013 citrus season (April 2013).
Sun Pacific Inc.
Sun Pacific is one of the biggest suppliers of fruits and vegetables in the United States, leading in Citrus, Tomatoes, and Grapes.
Sun Pacific is one of the leading packing houses in the U.S. for clementines and oranges. Pimi was introduced to Sun Pacific by a significant U.S. retailer, to whom Sun Pacific supplies its produce. From December 2010 through February 2011, we conducted a trial in Sun Pacific’s Mandarins packing house, at Maricopa CA, which is, to management’s best knowledge, the biggest clementine packing house in the U.S.
The trial was conducted on one of the commercial lines using FreshProtect™ treatment, which was compared to current cleaning and waxing treatment. The trial results have shown that applying FreshProtect™ on Clementines improves the shelf life of the fruits versus the current treatment.
On January-February 2013 we performed large-scale commercial trial with Sun Pacific, utilizing both CitruWash™ (as a cleanser) and FreshProtect™ (as a sanitizer) in the treatment process on one packing line. The trial also involved a large post-harvest services company, which is considered by our management as a potential distributor of our products. The preliminary results of this trial were successful, indicating that our products have prevented decay more efficiently in comparison to other current treatments and materials. As of the date of this report, we are negotiating with Sun Pacific and post-harvest services company further commercial implementation of our products.
Suppliers
Seeler Industries, Inc.
Seeler Industries, Inc. (“Seeler”), a leading toll manufacturer of food grade formulations supplies our products in the US under our name, in accordance with a toll manufacturing agreement. Seeler is responsible for keeping standards of the products and for supply of the products within specifications and within required shelf life.
Zohar Dalia
Zohar Dalia is the manufacturer of our Products in Israel. It manufactures our products under our name in accordance with an oral agreement. Zohar Dalia follows ISO and GMP quality programs at its site, and is responsible for keeping the standards of the products and to supply our products within specifications and within required shelf life.
Competition
Competition with our SuperClean™ and CitruWash™
As of the date of this report we are not aware of any product which is non-residue and leaves no harmful chemical by-products while providing similar levels of cleaning efficacy as our SuperClean™ and CitruWash™. Chlorine-based cleansers and their manufacturers and distributors are our major competitors in this field. We believe that retailers’ demand to reduce the Maximum Residue Levels (MRL) of pesticides in their fresh fruits, shall lead producers to prefer our environmentally friendly solutions, aimed to reduce levels of pesticide residues.
Competition with our CitrusGuard™ and FreshProtect™
As of the date of this report we are not aware of any product which is non-residue and leaves no harmful chemical by-products while providing similar level of sanitizing efficacy as our CitrusGuard™ and FreshProtect™. The manufacturers and distributors of Imazalil, such as Makhteshim Agan Industries and Janssen Pharmaceutica N.V are our major competitors in this field.
Competition with our SweetGuard™
SweetGuard™ is intended to increase cleaning ability of sweet potatoes and to improve its appearance. As of the date of this report, we are not aware of any competing products with SweetGuard™.
Competition with our SpuDefender™
The manufacturers and distributors of CIPC are large chemical companies such as Cerits Europe B.V, Loxan B.V, Aceto Agriculture Chemical Corporation, United Phosphorous limited, Mirfield Sales Services Limited, Standon Chemicals limited, Atlas Crop Protection Limited and Whyte Agrochemical LTD. These manufacturers have promoted the "CIPC Stewardship Action Plan 2008" for the UK, which was introduced in order to monitor and control the application of the CIPC, in order not to exceed the current EU MRL of 10mg/kg, and at the same time to enable the continued use of CIPC in the UK. We expect significant competition from these manufacturers and distributors of CIPC.
At the same time, there are several products which aim to substitute the CIPC which are in potential competition with our SpuDefenderTM:
· Greenvale, UK, launched the Ethylene gas solution that may control sprouts at low dosage. It has been used in some storage rooms in Europe. In management’s opinion the Ethylene has some disadvantages: it requires relatively expensive equipment for its distribution and after potatoes are released from storage accelerated sprouting occurs.
· Certis, Belgium, launched the Caraway oil extract, however, in Management’s opinion, this substitute is not demonstrating an ability to replace CIPC due to fact that it is not palatable and it affects the fry colors.
· Certis also manufactures Clove oil which, in Management’s opinion, has several disadvantages: the oils affect taste and aroma, as well as cooking and fried taste. To the best of management’s knowledge the Industry banned it due to bad fry colors.
· Other products are: 1.4-Dimethylnaphthalene (1.4-DMN) and 2,6-Disopropylnaphthalene: this two synthetic hormones are the replication of natural hormones within the potato that induce and prolong its dormancy. This chemicals application in combination with CIPC can control effectively sprouting but has no disinfection capability, to the best of management’s knowledge. The compounds are several years in the US market with no significant presence.
· There are several other hydrogen peroxide products that claim, as Pimi claims, substantial bacteriologic control abilities. To the best of Management’s knowledge, all of these products are based on HP and Acetic & Peracetic acide. These compounds are used in the food industry for more the 60 years and are very effective as disinfectant but limited in scope; in the niche of fruits and vegetables the application suffers several disadvantages, and in particular they have no long-term effect as disinfectant.
Competition with our StorGuard™
StorGuard™ is used mainly to increase shelf life and storability of crops, such as Cabbage, Broccoli and Onions. As of the date of this report and to Pimi’s best knowledge there are other methods to increase storability as described herein:
· Ozone - Ozone started to be popular solution to prevent air pathogens in storage rooms. Management believes this solution has health risks, since people may be exposed to carcinogenic residues.
· Chlorine-Dioxide - a strong chlorination detergent which aerosols the room with Chlorine. Chlorine is not welcomed by the industry due to the fact that it may create connections with the surface of the produce, and, to management's knowledge, it may create a carcinogenic compound. This product is aggressive for the workers its and residues stay in the air. This product has significant smell and odor that may remain on the product during its shelf life. Recently, a food treatment solutions vendor has promoted the use of Chlorine in the market and has turned the use thereof into a more common.
Competition with our OnionGuard™
OnionGuard™ is intended to increase storability of the produce. As of the date of this report, we are not aware of any competing products to OnionGuard™.
Price Competition
Management believes that the trend in the markets to use environmentally friendly products, which are residue free, or low residue, and to replace the subsisting chemicals, which are high residue, together with the trend of the regulators, to reduce the usage of high residue chemicals (such as CIPC), will cause farmers and packing houses to prefer Pimi’s solutions. However, this trend will not create a huge price difference from current procedures. Therefore, Pimi products prices are aimed at the same level as current solutions prices.
Strategy
Since the market trend, led primarily by major retailers, is to increase freshness while reducing residue pesticides in consumed goods, we have adopted a strategy to create awareness of our solutions.
After presenting our solutions to market leaders, they usually connect us to their suppliers, so that we may present the suppliers with our solutions. Then usually we will run Beta site trials, and thereafter commercial trials, with these suppliers. Concurrently, we apply to the authorized regulator in order to approve the product, and after such approval is obtained we start selling our product to these suppliers.
Under this strategy we have established our Joint Venture with VegiSafe LLC, whose parent company - Earthbound LLC - is engaged in consulting to mass market retail companies and major supermarket chains in North America, in brand development. Our Joint Venture has contacted already with major citrus’ packers in U.S. See “Customers and Partners.”
We plan to sell Pimi’s products to farmers and growers with large storage houses, to storage providers, and to packing companies. Initially, we will sell our products through local distributors or post-harvest service providers who serve this target market. Once we establish a foothold in the market, we will attempt to establish strategic relations with several large distributors (e.g. large post harvest services providers) who already have a regional distribution network. This will enable us to rapidly increase our global market share and coverage without investing in building a global distribution network. At this stage, based on this model, we will furnish the know-how of our technology to these strategic partners, which will be responsible for ordering the product from our OEM manufacturers and marketing and sales activities, enabling us to focus on developing additional products. The distributors will also be in charge of marketing of our products, and we intend that each distributor will be obligated to minimum sales. We intend to support our distributors with technical support, research and tests results, and professional's publication relating to our products. We will also support our distributors in the education of the market, in regulating of our products and with professional advice.
Pimi’s distributors will purchase our products from us, and we will deliver it to the customers through our OEM producers. The distributors will be trained by our technical team and will be responsible for recommending, training, and optionally also designing and installing the required systems that distribute the products in the storehouses and packing lines. For customers who do not have the required systems, we and our distributors will either provide one at a cost to be determined or alternatively, bundled with a minimum order of goods.
Employees
As of the date of this report, we employ 4 full-time and 2 part time employees.
Corporate Development
Subject to additional fundraising and regulatory approvals, management plans to expand the Company’s activity to Chile, Turkey, Spain, South Africa and Morocco as the markets for our CitrusGuard™, FreshProtect™, CitruWash™ and SuperClean™, and mainly to the US as our major market.
Dividends
We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as our Board of Directors deems relevant.
ITEM 1A.
ITEM 1A. RISK FACTORS
You should carefully consider the following risk factors and the other information included herein as well as the information included in other reports and filings made with the SEC before investing in our common stock. The following factors, as well as other factors affecting our operating results and financial condition, could cause our actual future results and financial condition to differ materially from those projected. The trading price of our common stock could decline due to any of these risks, and you may lose part or all of your investment.
Risks Related to Our Business and Industry
Our independent auditors have expressed doubt about our ability to continue our activities as a going concern, which may hinder our ability to obtain future financing.
Since we have been focused in developing our propriety technology for availability of commercialization, we have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.
Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the years ended December 31, 2012, and 2011 our independent auditors included an explanatory paragraph regarding the doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the status of the company.
The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a substantial dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If the Company should fail to continue as a going concern, you may lose the value of your investment in the Company.
We will need significant additional capital, which we may be unable to obtain.
Our capital requirements in connection with our research and development activities and transition to commercial operations have been and will continue to be significant. We will require additional funds to continue research, development and testing of our technologies and products, to obtain intellectual property protection relating to our technologies when appropriate, and to market our products. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. There is no assurance additional funds will be available from any source; or, if available, such funds may not be on terms acceptable to the Company. In either of the aforementioned situations, the Company may not be able to fully implement its growth plans.
In order to continue our operations, without expanding our activities, we estimate that we will need minimum capital in the sum of $600,000 starting March 1, 2013 through the end of 2013. As of February 28, 2013 we used credit lines in the sum of $16,000 and have no cash. Currently our net burn rate is approximately $50,000 per month. Thus, we need immediate additional investments.
If we are unable to obtain such additional capital as discussed above, we will be required to stop our operations, and will resume our activities, only after capital is raised.
We may face significant competition from other companies looking to develop or acquire new alternative environment-friendly solutions for the treatment of fruits and vegetables.
We expect to face significant competition in every aspect of our business, and particularly from other companies that seek to enter our market. As regulators are pushing to move away from current residue chemical solutions, such as Chlorpropham or CIPC (“CIPC”), existing suppliers of these solutions are anxiously looking to develop or acquire new alternative environment-friendly solutions that can sustain their market share and revenue streams, or to enable the continuance of CIPC at current levels in new ways of treatment. Additionally, as market opportunity becomes eminent, competitors and new players will most likely attempt to develop similar or comparable solutions. Although Pimi believes its technology is unique, and will provide it with a significant competitive barrier, it is nevertheless possible that superior or more cost-effective alternative technology will emerge that will achieve greater market acceptance and render Pimi’s products less competitive. Furthermore, existing vendors can cooperate to combat new players by reducing market prices and margins or other competitive initiatives. The future success of Pimi will therefore depend, to a large extent, upon the company’s ability to achieve market acceptance of its innovative solutions as well as develop and introduce new products and enhancements to existing products. No assurance can be given that the Company will be able to compete in such a market place.
We have incurred significant losses to date and expect to continue to incur losses.
During the year ended December 31, 2012, we incurred net losses in the sum of $695,742. Since starting our operation in 2004 and until December 31, 2012 we incurred accumulated losses in the sum of $5,007,417.We expect to continue to incur losses for the fiscal year ended December 31, 2013. Continuing losses will have an adverse impact on our cash flow and may impair our ability to raise additional capital required to continue and expand our operations.
We are dependent upon our Managers for the operating of the Company.
The Company is dependent upon the services of its management to determine and implement the strategy of the Company. Furthermore, the Company is dependent upon the Managers to oversee the operations of Pimi and Pimi Israel. Thus, there can be no assurance that the Managers’ experience will be sufficient to successfully achieve the business objectives of the Company. All decisions regarding the management of the Company’s affairs will be made exclusively by the Officers and Directors of the Company. In the event these persons are ineffective, the Company’s business and results of operation would likely be adversely affected.
Our success is dependent upon our ability to achieve regulatory approvals in the U.S. and abroad.
A critical key to our success and ability to expand our business is our ability to obtain regulatory approvals in United States and in other countries for the use of our products. The regulatory approvals of some of our products are dependent, on trials to show the efficacy or the non-toxicity of our products, and are time and cost consuming. Such registration filling might take longer period than expected, and it might delay obtaining such regulatory approvals, or might cause delay in starting operations on a large scale in these countries and other jurisdictions. We currently have EPA registration for our SpuDefender™ and FreshProtect™ products. We have postponed our efforts to obtain regulatory approvals for EU states.
Our success is dependent upon our ability to achieve market acceptance.
In order to achieve high volume sales, and attain a leading market share and become the new standard of treatment, the Company’s products must not only be approved by the regulators, but also endorsed by the major packers and storage providers, retailer of fruits and vegetables as well as environment organizations. Pimi is aware of this key factor and is focusing on conducting large scale trials with major fruits and vegetables packers and retail suppliers of fresh consumed goods in several countries, in order to show the efficacy of the products and our technology and to receive these recognition of the packers and retailers, but no assurances can be made that we will succeed in such endeavor and how long it will take until we shall receive market recognition.
Our products and technology are still in development stage and require additional trials and development.
Our products and technology have been tested in numerous trials, in the U.S and in Israel on vegetables and fruits varieties which are grown in hot climate, as well as storage rooms with refrigeration, and also on certain type of processes which are used in these countries. We still need to present efficacy in other climates and other countries with different types of processes than those we have presented performance with our products.
We rely on our Technologies to successfully develop and market new and existing products.
Our product has been tested in multiple commercial and small scale tests. Some of our products are still under evaluation in Beta sites trails in the US with leading vegetables and fruits packers and suppliers. It is possible that the results from these large scale tests may show lower efficacy than tests conducted previously, and may require some product improvements as well as possible changes in the application and usage protocol. These factors may significantly delay our products' introduction to market. Likewise, we cannot be sure these products will be commercially viable, and have no assurances that we will be able to expand upon our current product offerings or that any such expansion will result in revenues to the company.
We rely on rapidly establishing global distributorship network in order to effectively market our products.
The company, through its wholly owned subsidiary, Pimi Israel, has developed initial partnerships with local partners. In order to expand sales and marketing globally, and capture leading market share before any potential reaction from the competitors, the Company will need to rapidly expand geographically and establish a global distribution network. This is likely to put pressure on management, financial and operational resources of the Company. In order to mitigate this factor, once Pimi establishes a significant presence in the market, it will proceed to establish strategic partnerships with some of the leading players in the market, however, there are no assurances that we will succeed in establishing such partnerships, which may harm the marketing of our products and the development of our business.
Our inability to attain and protect our intellectual property rights could reduce the value of our products, services and brand.
Patents and pending patents, trademarks, trade secrets, copyrights and other intellectual property rights may be important assets for us. Various events outside of our control pose a threat to our ability to attain or protect intellectual property rights as well as to our products and services. For example, effective intellectual property protection may not be available in every country in which our products are distributed. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our ability to attain or protect our intellectual property rights could harm our business or our ability to compete. Also, protecting intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our future intellectual property could make it more expensive to do business and harm our operating results.
Our success is dependent upon the acceptance of environment-friendly solutions for fruits and vegetables.
The future of the company is dependent upon the acceptance of environment-friendly, non-residue treatment solutions for fruits and vegetables. Although this appears to be the direction the market is going in the coming years, these trends as well as the future size of this market, and other potential markets for the Company’s products, depend upon a number of factors, many of which are beyond the control of the Company. For example, failure to convince retailers, to bear additional cost for residue free fruit and vegetables, failure to convince the consumers to purchase residue free fruits and vegetables for higher prices, could have adverse effects on Pimi’s business, financial condition, operating results and cash flow going forward.
Our business and operations may be affected by climate change conditions, which could materially harm our financial results
Our business may be affected from changes in climate conditions as such events would affect the crops and their storability (e.g. potatoes) in those cases where there is unusually warm, dry, humid or cold weather before cropping.
In such instances, we may suffer a decrease in revenues as a result of a smaller storage volume of rooms or shorter storage period. While as of December 31, 2012 climate change events did not influence us materially, we anticipate that once we will increase our operations, and certain territories will experience significant climate change, such as above-common rains, heat waves, dry air conditions, and unusually cold or prolonged cold weather conditions, such events may materially impact our financial results.
Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.
Our operating results may fluctuate as a result of a number of factors, many outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall. Each of the risk factors listed in the section Risk Factors, and the following factors may affect our operating results:
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Our ability to attract users for our products.
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Our ability to generate revenue from our products.
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The amount and timing, of operating costs and capital expenditures related to the maintenance and expansion of our businesses, and operations.
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Our focus on long-term goals over short-term results.
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Global economic situation.
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Fluctuations in weather conditions.
Our earnings may be subject to seasonal variability.
Our earnings may be affected by seasonal factors, including:
· the seasonality of our customers;
· the ability to supply our products during critical harvest periods; and
· the timing and effects of ripening and perishability.
Our business depends to some extent on international transactions.
As a result of the international nature of Pimi’s business, the company is exposed to risks associated with changes in foreign currency exchange rates. A majority of the company’s revenues and substantially all of its cost of sales are in USD, whilst our management, marketing, sales and R&D costs are in NIS. The Company is therefore exposed to foreign currency risk due to fluctuations in exchange rates. This may result in gains or losses with respect to movements in exchange rates, which may be significant and may also cause fluctuations in reported financial information that are not necessarily related to the Company’s operating results.
The inherent dangers in production and transportation of Hydrogen Peroxide could cause disruptions and could expose us to potentially significant losses, costs or liabilities.
Pimi's operations are subject to significant hazards and risks inherent in transporting of the active ingredient of our Product- Hydrogen Peroxide. In high concentrations, Hydrogen Peroxide is an aggressive oxidizer and will corrode many materials. We are working with limited low concentration of the product, however in high concentrations of H2O2 it will react violently. Hydrogen Peroxide should be stored in a cool, dry, well-ventilated area and away from any flammable or combustible substances. It should be transported in special tanks and vehicles and should be stored in a container composed of non-reactive materials. These hazards and risks include, but are not limited to, fires, explosions, third-party interference (including terrorism) and mechanical failure of equipment at Pimi’s or third-party facilities. The occurrence of any of these events could result in production and distribution difficulties and disruptions, personal injury or wrongful death claims and other damage to properties.
Risks Related to our Location in Israel
Conditions in Israel may limit our ability to manage and market our products, which would lead to a decrease in revenues.
Because part of our operations is conducted in Israel and our management is located in Israel, our operations are directly affected by economic, political and military conditions affecting Israel. Specifically, we could be adversely affected by:
▪ any major hostilities involving Israel;
▪ risks associated with outages and disruptions of communications networks due to any hostilities involving Israel; and
▪ a significant downturn in the economic or financial conditions in Israel.
As of the date of this report, a major part of our sales is made in Israel.
Political, economic and military conditions in Israel have a direct influence on us because our operations are located there. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could materially and adversely affect our operations. Several Arab countries still restrict business with Israeli companies and these restrictions may have an adverse impact on our operating results, financial condition or the expansion of our business. We could be adversely affected by restrictive laws or policies directed towards Israel and Israeli businesses. The establishment in 2006 of a government in the Palestinian Authority by representatives of the Hamas militant group has created additional unrest and uncertainty in the area. In November 2012 and December 2008, Israel was engaged in an armed conflict with Hamas in the Gaza Strip, in the southern region of Israel. During the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamic Shiite militia group, which disrupted most daily civilian activity in northern Israel. These events have at times caused considerable damage to the Israeli economy. As a result of the political and military situation, Israel’s economy has at times suffered considerably. Ongoing or revived hostilities related to Israel may have a material adverse effect on our business and on our share price.
Additionally, boycotts of products, prompted by political, religious or other factors, may affect our financial condition and results of operations. If such boycotts were to become widespread, it could have a significant impact on our revenues.
Furthermore, there are a number of countries that restrict business with Israel or with Israeli companies, which may limit our ability to promote our products and services in those countries.
We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products.
We have non-competition agreements with all of our employees, all of which are governed by Israeli law. These agreements prohibit our employees from competing with or working for our competitors, generally during their employment in Pimi and for up to 6 months after termination of their employment. However, Israeli courts are reluctant to enforce non-compete undertakings of former employees and tend, if at all, to enforce those provisions for relatively brief periods of time in restricted geographical areas, and only when the employee has obtained unique value to the employer specific to that employer’s business and not just regarding the professional development of the employee. If we are not able to enforce non-compete covenants, we may be faced with added competition.
It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel.
The majority of our officers and present directors reside outside of the United States and most of our operations at the time of the filing of this report are located outside the United States. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws. Moreover, we have been advised that Israel does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the United States and Israel would permit effective enforcement of criminal penalties of the Federal securities laws.
Risks Related to Share Prices
The Shares are an illiquid investment as there is presently limited market for our Shares, and transferability of the Shares is subject to significant restriction.
There is presently a limited market for our shares, and we cannot be certain that a public market will become available, or that there will be sufficient liquidity to allow for sale or transferability of the shares within the near future. Therefore, the purchase of our Shares must be considered a long-term investment acceptable only for prospective investors who are willing and can afford to accept and bear the substantial risk of the investment for an indefinite period of time. There is a limited public market for the resale of our Shares. A prospective investor, therefore, may not be able to liquidate its investment, even in the event of an emergency, and Shares may not be acceptable as collateral for a loan.
Because We May Be Subject To The “Penny Stock” Rules, You May Have Difficulty In Selling Our Common Stock.
If market activity develops for our common stock and our stock price is less than $5.00 per share, our stock may be subject to the SEC’s penny stock rules. These rules impose additional sales practice requirements and restrictions on broker-dealers that sell our stock to persons other than established customers and institutional accredited investors. The application of these rules may affect the ability of broker-dealers to sell our common stock and may affect your ability to sell any common stock you may own. According to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:
• Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
• Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
• “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced salespersons;
• Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
• The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.
If we are subject to penny stock rules, you may have difficulty selling your shares of our common stock. For more information about penny stocks, please visit http://www.sec.gov/answers/penny.htm.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES
The Company and its subsidiary currently lease office space at Kibbutz Alonim. The Company currently pays monthly rent of $1,000 (3,700 NIS) plus VAT per month pursuant to a 12 month lease started Jan 1, 2013 until December 31, 2013.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, management is not aware of any known litigation or liabilities that could affect our operations. Should any liabilities be incurred in the future, they will be accrued based on management’s best estimate of the potential loss. As such, there is no adverse effect on our consolidated financial position, results of operations or cash flow at this time. Furthermore, management does not believe that there are any proceedings to which any director, officer, or affiliate of the Company, any owner of record of the beneficially or more than five percent of the common stock of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
Pimi Israel has recently opposed an application for patent, filed by third party with Israeli Patent Authority wich might jeopardize our recorded patents. As of the date of this report, Pimi Israel and the third party are negotiating a settlement arrangement with this regard.
ITEM 4.
ITEM 4. RESERVED
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
In February 2010, our common stock began quotation on the OTC Bulletin Board under the symbol "PIMZ.OB".
Holders
As of December 31, 2012, the approximate number of stockholders of record of (i) the Common Stock of the Company was 67 and (ii) Series A Preferred Stock of the Company was 38.
Dividends
We have never declared or paid cash dividends on our common stock. We currently anticipate that we will retain all future earnings to fund the operation of our business and do not anticipate paying dividends on our common stock in the foreseeable future.
Recent Issuances of Stock
On December 23, 2012, Pimi issued to Umidan Inc., an entity owned by Mr. Uri Sheinbaum, a warrant to purchase 56,250 shares of Pimi’s common stock with an exercise price of $0.80, exercisable until April 11, 2014, in consideration for its services rendered to Pimi.
On March 9, 2012 Pimi closed a private placement in the aggregate amount of $626,000 (the “Private Offering”). The Company issued 62,600 shares of Series A Preferred Stock, par value $0.01 at a purchase price of $10.00 per share to 19 accredited investors and 19 non-accredited investors. Financial West Group, a FINRA registered broker dealer, served as placement agent in connection with the Private Offering. The holders of shares of Series A Preferred Stock shall be entitled to receive dividend cash payments of 9% per annum, payable in quarterly installments, and subject to conversion. Upon the closing of the Company's next round of financing, provided such closing occurs within twelve (12) months following the execution of the Closing in which Subscribers receive the Series A Preferred Stock, and further subject to minimum proceeds of $2,000,000 being raised in such investment (the "Next Round of Financing"), the Series A Preferred Stock shall automatically be converted into fully paid, non-assessable shares of Common Stock, $0.01 par value per share, of the Company (“Common Stock”). In the event that the closing of the Next Round of Financing has not occurred by November 30, 2012, each share of Series A Preferred Stock shall automatically be converted into fully paid, non-assessable shares of Common Stock, reflecting value of $0.80 per Common Stock share. Notwithstanding, the holders of Series A Preferred Stock shall be entitled to convert each share of the Series A Preferred Stock into fully paid, non-assessable share of Common Stock, at a price of $0.80 per share. Initially, all and any shares of Series A Preferred Stock should have been automatically converted into the Common Stock and canceled on November 30, 2012; further, we have agreed with the holders of the Series A Preferred Stock to postpone the automatic conversion date until March 9, 2013.
On March 9, 2013, all shares of our Series A Preferred Stock were automatically converted into the Common Stock and canceled; thereby, 782,500 shares of our Company’s Common Stock have been allocated and issued to former holders of Series A Preferred Stock.
On March 8, 2012 the company entered into a subscription agreement with one individual residing in Israel for the total sum of $ 10,000 at a purchase price of $0.80 per share, and issued to this investor 12,500 shares of its Common Stock. For each share of Common Stock purchased, the investor or a third party on his behalf received a warrant with an exercise price of $0.80, exercisable until March 2, 2014.
On March 2, 2011 the Company entered into subscription agreements with 4 individuals residing in Israel for the total sum of $100,000 at a purchase price of $0.80 per share, and issued to the investors 125,000 shares of its Common Stock. For each share of Common Stock purchased, the investors received a warrant with an exercise price of $0.80, exercisable until March 2, 2013.
On January 24, 2011, the Company entered into an agreement with an individual residing in Israel and Israeli private investment company. Pursuant to this agreement, the investor invested a total aggregate sum of US $500,000, at a purchase price of $0.80 per share, and the Company issued to the investor 625,000 shares of its Common Stock. For each share of Common Stock purchased, the investor received a warrant with an exercise price of $0.80, exercisable until December 31, 2012. The Company extended this warrant until December 31, 2013. In the event the investor invests and/or causes to investment of additional $50,000, the Company shall extend this warrant until December 31, 2014.
No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, the majority of which were accredited investors, business associates of Pimi or executive officers of Pimi, and transfer was restricted by Pimi in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations regarding the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
Please see page i of this Annual Report for “Information Regarding Forward Looking Statements” appearing throughout this Annual Report.
Introduction
The following discussion should be read in conjunction with the Financial Statements and Notes thereto. Our fiscal year ends December 31. This document contains certain forward-looking statements including, among others, anticipated trends in our financial condition and results of operations and our business strategy. (See Part I, Item 1A, "Risk Factors"). These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. Important factors to consider in evaluating such forward-looking statements include (i) changes in external factors or in our internal budgeting process which might impact trends in our results of operations; (ii) unanticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the industries in which we operate; and (iv) various competitive market factors that may prevent us from competing successfully in the marketplace.
Company History
Pimi Israel was established in 2004 with a vision towards developing environmentally friendly alternative solutions to current chemical treatments of agricultural harvest, such as fruits, vegetables and grains, thereby improving the well-being of consumers, growers and the environment. Pimi Israel has devoted significant research in developing environmentally friendly solutions for pre and post harvest treatments of fruits and vegetables. The company's technology is based on unique, patented formulations of Stabilized Hydrogen Peroxide, combined with a controlled distribution system used to apply it.
On April 27, 2009 we purchased all the issued and outstanding shares of Pimi Israel from Pimi Israel’s shareholders in consideration for 6,313,589 shares of our Common Stock. As a result, Pimi Israel became a wholly-owned subsidiary of the Company.
Overview
The Company focuses on developing environmentally friendly solutions for extending storability and shelf life of vegetables and fruits. Currently, the Company is focused on solutions related to fresh citrus fruits, table potatoes and sweet potatoes. As of the date of this report, the Company develops, tests and markets four lines of products: (i) Citrus treatment line of products, which includes: CitruWash™, Super Clean™, CitrusGuard™ and FreshProtect™; (ii) Sweet Potatoes treatment line of products, which include SweetGuard™; (iii) Stored Table Potatoes treatment line of products which include SpuDefender™; and (iv) other fruits and vegetables storage control line of products which includes: StorGuard™ for treatment of vegetables such as broccoli and cabbage and OnionGuard™ for treatment in storage of Onions.
All of our products are based on Stabilized Hydrogen Peroxide ("STHP"), which has the ability to increase shelf life while reducing residue pesticides in consumed fruits and vegetables.
Critical Accounting Policies
The Securities and Exchange Commission ("SEC") defines "critical accounting policies" as those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our accounting policies are described in Note 2 to the financial statements appearing elsewhere in this report. Not all of the accounting policies require management to make difficult, subjective or complex judgments or estimates. Our management believes that, as for the financial statements for the periods included in this report, the going concern assessment is viewed as critical accounting policy. However, due to the early stage of operations of the Company, there are no other accounting policies that are considered to be critical accounting policies by our management.
Going concern uncertainty
The development and commercialization of our product will require substantial expenditures. We have not yet generated sufficient revenues from operations to fund our activities, and therefore dependent upon external sources for financing our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. Since inception, we have incurred accumulated losses and cumulative negative operating cash flow. The continuation of our current operations after utilizing the current reserves is dependent upon the generation of additional financial resources either through fund raising or by generating revenues from our products. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
Recently issued accounting pronouncements
1.ASC Topic 220, "Comprehensive Income"
Effective January 1, 2012, the Company adopted retrospectively the provisions of Accounting Standard Update No. 2011-05, “Comprehensive Income (Topic 220) - Presentation of Comprehensive Income” (“ASU 2011-05”). ASU 2011-05 eliminated the option to present the components of other comprehensive income as part of the statement of equity and requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.
The adoption of ASU 2011-05 did not have a material impact on the consolidated financial statements.
2.ASC Topic 210, “Balance Sheet”
In December 2011, the FASB issued Accounting Standard Update (ASU) 2011-11, “Balance Sheet (Topic 210) - Disclosures about Offsetting Assets and Liabilities” (ASU 2011-11). ASU 2011-11 enhances disclosures about financial instruments and derivative instruments that are either offset in accordance with the Accounting Standards Codification or are subject to an enforceable master netting arrangement or similar agreement.
The amended guidance will be effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods (fiscal year 2013 for the Company) and should be applied retrospectively to all comparative periods presented.
The Company is currently evaluating the impact that the adoption of ASU 2011-11 would have on its consolidated financial statements, if any.
3.ASU 2013-2
In February 2013, the FASB issued Accounting Standard Update No. 2013-02 “Comprehensive Income (Topic 220) “Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income” (ASU 2013-02). ASU 2013-02 requires an entity to provide information about amounts reclassified out of accumulated other comprehensive income.
According to ASU 2013-02, significant items that are required under U.S. GAAP to be reclassified to net income in their entirety shall be presented by the respective line items of net income either on the face of the financial statements or in the footnotes. Items that are not required under U.S. GAAP to be reclassified to net income in their entirety, will be required to be cross-referenced to other disclosures required under U.S. GAAP that provide additional detail about those amounts.
ASU 2013-02 is effective for public entities prospectively for annual and interim reporting periods beginning after December 15, 2012 (fiscal year 2013 for the Company).
The adoption of ASU 2013-02 is not expected to have a material impact on the financial position or results of operations of the Company, but might result in disclosure of additional information about amounts reclassified out of accumulated other comprehensive income.
Results of Operations for the Year Ended December 31, 2012 compared to Year Ended December 31, 2011
Total Net Sales: Total Net Sales decreased $108,690 or 24% to $351,399 in 2012, from $460,089 for 2011. The decrease is due to a focus in 2012 on Pimi’s citrus pilot lines, while in 2011 the Company commenced small scale sales of products treating citrus fruits and potatoes.
R&D Expenses: R&D Expenses for 2012 of $689,070 decreased $9,230 or 1% from the $698,300 in 2011, due to decrease in cost of materials in the amount of $69,465, partially balanced by increase in cost of labor and professional services in the amount of $40,585, and increase in travel and other expenses in the amount of $19,650.
General and Administrative Expenses: General and administrative expenses decreased by $3,925, or 1% in 2012, to $295,055 from $298,980 in 2011, mostly due to decrease in professional fee expenses paid to accounting and legal professionals.
Loss from Operations: Loss of costs from operations for 2012 of $632,726 was up $95,535 or 18% from the loss from operations in 2011 of $537,191, mainly as a result of the decrease in sales ($108,890), partially balanced by decrease in R&D expenses ($9,230) and in G&A expenses ($3,925).
Financing Expenses: Our total financing expenses in 2012 amounted to $63,016 and were $6,659 lower than our financing expenses of $69,675 in 2011. This was mostly a result of decrease in convertible loans interest expenses.
Net Loss: Net loss of $695,742 in 2012 was $88,876, or 15% more than the net loss in 2011 of $606,866, mainly as a result of decrease in sales ($108,690), partially balanced by decrease in R&D expenses ($9,230), in G&A expenses ($3,925), and in financing expenses ($6,659).
Results of Operations for the Year Ended December 31, 2011 compared to Year Ended December 31, 2010
Total Net Sales: Total Net Sales increased $186,088 or 68% to $460,089 in 2011, from $274,001 for 2010. The increase is due to the commencement of sales of our products on a small commercial scale in Israel.
R&D Expenses: R&D Expenses for 2011 of $698,300 increased $131,185 or 23% from the $567,115 in 2010, due to (i) increase in cost of salaries and professional services ($35,895), as a result of recruiting balanced partially by reducing professional consultants' services; (ii) increase in cost of materials ($48,377); and (iii) increase in car expenses and others ($46,913) due to increase in small commercial scale activities of post-harvest in Israel, which also caused an increase in the Company’s 2011 revenues in comparison to 2010.
General and Administrative Expenses: General and administrative expenses increased by $18,481, or 7% in 2011, to $298,980 from $280,499 in 2010, mostly due to increase in professional fee expenses paid to accounting and legal professionals after reduction plan applied in 2010.
Loss from Operations: Loss of costs from operations for 2011 of $537,191 was down $36,422 or 6% from the loss from operations in 2010 of $573,613, mainly as a result of the increase in sales ($186,088), partially balanced by increase in R&D expenses ($131,185) and in G&A expenses ($18,481).
Financing Expenses: Our total financing expenses in 2011 amounted to $69,675 and were $14,250 higher than our financing expenses of $55,425 in 2010. These changes were a result of convertible bonds interest and beneficial conversion feature with respect to convertible bonds ($18,548), balanced by decrease in credit lines usage as well as higher bank expenses and changes in the exchange rates ($4,298).
Net Loss: Net loss of $606,866 in 2011 was $22,172, or 4% less than the net loss in 2010 of $629,038, mainly as a result of increase in sales ($186,088), partially balanced by increase in R&D expenses ($131,185), in G&A expenses ($18,481), and increase in financing expenses ($14,250).
Liquidity and Capital Resources
As of December 31, 2012, we had liabilities of $1,199,038 ($560,356 as of December 31, 2011), including $187,177 ($174,356 as of December 31, 2011) of Convertible Bonds and $571,225 ($0 as of December 31, 2011) of convertible preferred stock, $293,261 ($280,291 as of December 31, 2011) of third party liabilities, and $147,375 ($105,709 as of December 31, 2011) was due to related parties. The amounts due to related parties are for consulting, services and salaries.
As of December 31, 2012 we did not use credit lines and had cash in the sum of $16,073. As of Feb 28, 2013 we have used our credit lines in the sum of $16,073, and have no cash. Our shortage in available cash flow led us to a delay in interest payments on our convertible preferred stock and payments for certain service providers; these payments will be delayed until additional funds are secured. Our executive officers have also agreed to a postponement of salary payments aggregating approximately $12,500 per month. Payments to our executive officers have been postponed since November 2012.
As of the filing date of this report, our net burn rate is approximately $50,000 per month. Our management is utilizing best efforts to reduce our burn rate and minimize Company expenses. Additionally, on March 21, 2013 we secured an additional credit line of approximately $55,000 from Bank Hapoalim in Israel. As of the filing date of this report, we are negotiating to attain convertible loans in the approximate amount of $125,000 from several controlling shareholders to finance the Company’s operations in the short term.
Since an unconditional Notice of Registration for FreshProtectTM has been obtained from the EPA, the Company anticipates generating revenue from the sale of its products to growers and packaging facilities in the United States in addition to current revenues from the sale of its products in Israel.
The Company anticipates that it will begin to realize material revenues in the Citrus season of 2013 (the first and fourth quarter of 2013), as customers will begin to buy the Company’s products and technologies. Realization of revenues is subject to regulatory approval of the relevant regulator, in each country where we intend to deliver, distribute and sell our products, which we currently do not have, except for the state of Israel, and the U.S for our FreshProtect™ and SpuDefender™.
The Company’s management believes that the current trend in the markets to use environmentally friendly products, which are residue free or low residue, and to replace the subsisting chemicals, which leave high residues, together with the trend of the regulators to reduce the usage of high residue chemicals (such as CIPC, Imazalil and TBZ), will cause farmers and packing houses to prefer Pimi’s solutions. The Company has already begun testing at several facilities in the United States and anticipates that additional facilities will test the company’s products in the future.
The Company has sustained operating losses and its cash needs extend beyond its current resources. In addition, the Company does not have a reliable consistent source of future funding. These factors create an uncertainty about the Company’s ability to continue as a going concern. Moreover, the Company’s auditors report expresses substantial doubt as to the Company’s ability to continue as a going concern. The Company is in discussions with several investors to provide interim financing pending our ability to secure additional funds necessary to fully implement our business plan. There are no assurances that the interim financing or additional funds will be obtained.
The Company has not yet generated sufficient revenues from its operations to fund its activities and is therefore dependent upon external sources for financing its operations.
Net Cash Used in Operating Activities for the years 2012 and 2011
Net cash used in operating activities, generated from continuing operations was $540,994 and $660,175 for the years ended December 31, 2012 and 2011, respectively. Net cash used in operating activities primarily reflects the net loss for those periods, which was reduced in part by depreciation and amortization, stock-based compensation and changes in operating assets and liabilities.
Net Cash Used in Investing Activities for the years 2012 and 2011
Net cash used in investing activities was $21,016 and $12,865, for the years ended December 31, 2012 and 2011, respectively, which was used primarily to purchase equipment (such as computers, and office equipment), and funds deposit in respect of employees rights upon retirement.
Net Cash Provided by Financing Activities for the years 2012 and 2011
Net cash provided by financing activities was $573,400 and $695,486 for the years ended December 31, 2012 and 2011, respectively, primarily attributable to capital raised and issuance of convertible preferred stock.
Net Cash Used in Operating Activities for the years 2011 and 2010
Net cash used in operating activities, generated from continuing operations was $660,175 and $430,887 for the years ended December 31, 2011 and 2010, respectively. Net cash used in operating activities primarily reflects the net loss for those periods, which was reduced in part by depreciation and amortization, stock-based compensation and changes in operating assets and liabilities.
Net Cash Used in Investing Activities for the years 2011 and 2010
Net cash used in investing activities was $12,865 and $33,161, for the years ended December 31, 2011 and 2010, respectively, which was used primarily to purchase equipment (such as computers, and office equipment), and funds deposit in respect of employees rights upon retirement.
Net Cash Provided by Financing Activities for the years 2011 and 2010
Net cash provided by financing activities was $695,486 and $464,048 for the years ended December 31, 2011 and 2010, respectively, primarily attributable to capital raised.
Off-Balance Sheet Arrangements
We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.
Effect of Recently Issued Accounting Pronouncements
N/A
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
Consolidated Financial Statements
as of December 31, 2012
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
Consolidated Financial Statements
as of December 31, 2012
Report of Independent Registered Public Accounting Firm
To the Stockholders of
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
Fahn Kanne & Co.
Head Office
Levinstein Tower
23 Menachem Begin Road
Tel-Aviv 66184, ISRAEL
P.O.B. 36172, 61361
T +972 3 7106666
F +972 3 7106660
www.gtfk.co.il
We have audited the accompanying consolidated balance sheets of Pimi Agro Cleantech, Inc. (a development stage company) and subsidiary (hereinafter: the "Company") as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2012 and for the cumulative period from January 14, 2004 (date of inception) through December 31, 2012. These consolidated financial statements are the responsibility of the Board of Directors and management of the Company. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pimi Agro Cleantech, Inc. and subsidiary as of December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 and for the cumulative period from January 14, 2004 (date of inception) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company is in the development stage as defined in FASB Accounting Standards Codification (ASC) Topic 915, "Development Stage Entities". It has not yet generated sufficient revenues from its operations to fund its activities and is therefore dependent upon external sources for financing its operations. As of December 31, 2012, the Company has incurred accumulated losses of US$ 5,007,417, stockholders' deficit of US$ 886,202 and cumulative negative operating cash flow of US$ 4,291,122. These factors among others, as discussed in Note 1 to the consolidated financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
FAHN KANNE & CO. GRANT THORNTON ISRAEL
Certified Public Accountants (Isr.)
Tel-Aviv, Israel
March 25, 2013
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of the consolidated financial statements.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(*)As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its stockholders on April 27, 2009.
The accompanying notes are an integral part of the consolidated financial statements.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (*)
(*)As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its stockholders on April 27, 2009.
The accompanying notes are an integral part of the consolidated financial statements.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (*) (cont.)
(*)As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its stockholders on April 27, 2009.
The accompanying notes are an integral part of the consolidated financial statements.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (*) (cont.)
(*)As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its stockholders on April 27, 2009.
The accompanying notes are an integral part of the consolidated financial statements.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (*) (cont.)
(*)As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its stockholders on April 27, 2009.
The accompanying notes are an integral part of the consolidated financial statements.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (*) (cont.)
(*)As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its stockholders on April 27, 2009.
(**)See Note 10G.
(***)See Note 7.
(****)Including US$ 24,850 with respect to the issuance of 30,000 common stock to a service provider.
The accompanying notes are an integral part of the consolidated financial statements.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (*) (cont.)
(*)As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its stockholders on April 27, 2009.
The accompanying notes are an integral part of the consolidated financial statements.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (*) (cont.)
(*)As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its stockholders on April 27, 2009.
The accompanying notes are an integral part of the financial statements.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplementary information on financing activities not involving cash flows:
During December 2010, the Company issued 134,121 shares of common stock to its stockholders in respect of accounts payable in an amount of US$ 77,459.
(*)As described in Note 1A, the financial statements were retroactively restated to reflect the historical financial statements of the subsidiary Pimi Agro Cleantech Ltd., which was acquired by the Company from its stockholders on April 27, 2009.
The accompanying notes are an integral part of the consolidated financial statements.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1	-	GENERAL
A.Pimi Agro Cleantech, Inc. (the "Company") was incorporated on April 1, 2009, under the laws of the State of Delaware. On April 27, 2009, the Company acquired from its stockholders all of the issued and outstanding shares of Pimi Agro Cleantech Ltd. (hereinafter: "Pimi Israel"), including preferred and ordinary shares. As a consideration for the transaction, the Company issued its stockholders an equal number of its common stock (6,313,589 shares). As a result of the acquisition, Pimi Israel became a wholly-owned subsidiary of the Company. The transaction involved companies under common control, and accordingly, the acquisition has been accounted for at historical cost in a manner similar to a pooling of interests. On this basis, the stockholders’ equity has been retroactively restated to reflect the equivalent number of shares of common stock of the Company issued for the acquisition of Pimi Israel as if such shares were issued at the dates they were issued by Pimi Israel to its stockholders on the basis of 1 common stock for each 1 preferred share or 1 ordinary share of Pimi Israel. The historical financial statements prior to April 27, 2009 were retroactively restated to reflect the activities of Pimi Israel.
Pimi Israel was incorporated in 2004 and commenced its operations in 2005. Pimi Israel develops, produces and markets products for improving the quality and extending the shelf-life of fruits and vegetables. Since its inception, Pimi Israel has devoted substantially all of its efforts to business planning, research and development and raising capital, and has not yet generated significant revenues. Accordingly, Pimi Israel and the Company (collectively, the "Group") are considered to be in the development stage as defined in FASB Accounting Standards Codification (ASC) Topic 915, "Development Stage Entities".
In February 2010, the Company's common stock began quotation on the OTC Bulletin Board under the symbol "PIMZ.OB".
B.Going concern uncertainty
Since its incorporation (April 1, 2009), the Company has not had any operations other than those carried out by Pimi Israel. The development and commercialization of Pimi Israel's products will require substantial expenditures. Pimi Israel and the Company have not yet generated sufficient revenues from their operations to fund the Group activities, and are therefore dependent upon external sources for financing their operations. There can be no assurance that Pimi Israel and the Company will succeed in obtaining the necessary financing to continue their operations. Since inception, the Company (and Pimi Israel) has incurred accumulated losses of US$ 5,007,417, stockholders' deficit of US$ 886,202 and cumulative negative operating cash flow of US$ 4,291,122.
During 2012, the Group raised funds via issuance of convertible preferred stock in a total amount of US$ 563,400 (net of related expenses).
The Company will need to secure additional capital in the future in order to meet its anticipated liquidity needs. The Company would expect to secure additional capital primarily through the sale of additional Common Stock or other equity securities and/or debt financing. Funds from these sources may not be available to the Company on acceptable terms, if at all, and the Company cannot give assurance that it will be successful in securing such additional capital.
The Company focuses its solutions towards vegetables and fruits which are considered the largest in terms of worldwide consumption. Among other things, the Company tries to cooperate with major fruit packing houses in Israel and abroad.
These factors raise substantial doubt about Pimi Israel and the Company's ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 1	-	GENERAL (cont.)
C.Risk factors
The Company and Pimi Israel (collectively, the "Group") face a number of risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Group's products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group's future results.
In addition, the Group expects to continue incurring significant operating costs and losses in connection with the development of its products and increased marketing efforts.
As mentioned above, the Group has not yet generated significant revenues from its operations to fund its activities, and therefore the continuance of its activities as a going concern depends on the receipt of additional funding from its current stockholders and investors or from third parties.
NOTE 2	-	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").
A.Functional currency and translation to the reporting currency
The functional currency of the Company is the US dollar (“US$”), which is the currency of the primary economic environment in which the operations of the Company are conducted. The functional currency of its foreign subsidiary is the New Israeli Shekel ("NIS").
The financial statements of the subsidiary were translated into US dollars in accordance with the relevant standards of the Financial Accounting Standards Board ("FASB"). Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange rates, and income and expense items were translated at average exchange rates during the year.
Gains or losses resulting from translation adjustments are reflected in stockholders' deficit, under “accumulated other comprehensive income (loss)”.
Balances denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency transactions included in the statements of operations, the exchange rates applicable on the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses.
B.Principles of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany balances and transactions have been eliminated on consolidation.
As described in Note 1A above, the acquisition of Pimi Israel has been accounted for in a manner similar to a pooling of interests at historical cost.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 2	-	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
C.Use of estimates in the preparation of financial statements
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to the fair value estimate of the Series A Convertible preferred stock and to the going concern assumption.
D.Cash and cash equivalents
The Group considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents.
E.Property and equipment
1.Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When asset are retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the statements of operations.
2.Rates of depreciation:
%
Computers
Furniture and office equipment 7-15
F.Impairment of long-lived assets
The Group's long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. The Group has not recorded any impairment losses in the reported periods.
G.Deferred income taxes
Deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the tax rates expected to be in effect at the time when these differences reverse. Valuation allowances in respect of the deferred tax assets are provided for if, based upon the weight of available evidence, it is more likely than not that all or a portion of the deferred income tax assets will not be realized.
The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes. However, the Company did not recognize such items in its financial statements for any of the reported periods and did not recognize any liability with respect to unrecognized tax positions in its balance sheets.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 2	-	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
H.Liability for employee rights upon retirement
Pimi Israel's liability for employee rights upon retirement with respect to its Israeli employees is calculated, pursuant to Israeli severance pay law, based on the most recent salary of each employee multiplied by the number of years of employment, as of the balance sheet date. Employees are entitled to one month's salary for each year of employment, or a portion thereof. Pimi Israel makes monthly deposits to insurance policies and severance pay funds. The liability of the Company is fully provided for.
The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn upon the fulfillment of the obligation pursuant to Israeli severance pay laws or labor agreements. The value of the deposited funds is based on the cash surrender value of these policies, and includes immaterial profits/losses.
Severance expenses for the years ended December 31, 2012, 2011 and 2010, amounted to US$ 11,169, US$ 18,802 and US$ 8,485, respectively.
I.Revenue recognition
Revenues are recognized when delivery has occurred and there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivables is reasonably assured and no further obligations exist.
Revenues from sales of products are recognized when title and risk and rewards for the products are transferred to the customer.
J.Research and development costs
Research and development expenses are charged to operations as incurred. Grants received from the Government of Israel for development of approved projects are recognized as a reduction of expenses when the related costs are incurred (see also K. below).
K.Royalty-bearing grants
Royalty-bearing grants from the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor of the State of Israel (the "OCS") for funding approved research and development projects are recognized at the time Pimi Israel is entitled to such grants, on the basis of the costs incurred and included as a reduction of research and development costs. The cumulative research and development grants recognized since inception amount to US$ 121,753.
As of December 31, 2012, the Company has not accrued any royalties, since no revenues were recognized in respect of the funded projects.
L.Loss per share
Basic loss per share is computed by dividing loss by the weighted average number of common shares outstanding during the year.
In computing diluted loss per share, basic losses per share are adjusted to reflect the potential dilution that could occur upon the exercise of options issued or granted using the treasury stock method and upon the conversion of convertible bonds and Series A Convertible preferred stock using the if-converted method. The effect of such exercise or conversion is considered dilutive in all the reported periods.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 2	-	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
M.Stock-based compensation
Stock based compensation to employees is recognized in the statement of operations as an operating expense, based on the fair value of the award on the date of grant. The fair value of stock-based compensation is estimated using the Black Scholes option-pricing model. The Group has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period.
Stock based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, "Equity-Based Payments to Non-Employees".
N.Fair value of financial instruments
ASC Topic 825-10, "Financial Instruments" defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities balances, to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization.
As described in Note 2R below, the Series A Convertible preferred stock represent a derivative liability and therefore are measured at fair value.
O.Beneficial conversion feature on convertible bonds
The Company has considered the provisions of ASC Topic 815 - 40, "Derivatives and Hedging - Contracts in Entity's Own Equity", and determined that the embedded conversion feature should not be separated from the host instrument because it qualified for equity classification. Furthermore, the Company applied ASC Topic 470 - 20, "Debt - Debt with Conversion and Other Options" which clarifies the accounting for instruments with beneficial conversion features or contingency adjustable conversion ratios.
The beneficial conversion feature has been calculated by allocating the proceeds received in financing transactions to the convertible instrument and to any detachable warrants included in the transaction and by measuring the intrinsic value of the convertible instrument based on the effective conversion price as a result of the allocated proceeds.
The amount of the beneficial conversion feature with respect to convertible bonds was recorded as a discount on the convertible bonds with a corresponding amount credited directly to equity as additional paid-in capital. After the initial recognition, the discount on the convertible bonds was amortized as interest expenses over the term of the bonds.
P.Other comprehensive income (loss)
Other comprehensive income (loss), presented in stockholders' equity (deficit), includes, in addition to loss, gains and losses from the translation of the results of foreign subsidiary to the reporting currency.
Q.Fair value measurements
The Company applies ASC Topic 820-10 (formerly SFAS 157, “Fair Value Measurements”) which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and requires disclosures for fair value measurements.
Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
As of December 31, 2012, the balance of Series A Convertible preferred stock was measured at fair value. The fair value measurement of such financial liability is classified as level 3.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 2	-	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
R.Convertible preferred stock
The Company has considered the provisions of ASC Topic 815, "Derivatives and Hedging", and ASC Topic 470, "Debt" and determined that due to the conversion terms of the convertible preferred stock, they cannot be classified as equity instrument. Accordingly, the convertible preferred stock were classified as a derivative liability and measured at fair value through earnings. Costs incurred to issue the convertible proffered stock were expensed as incurred. See also Note 8.
S.Concentrations of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are deposited with major banks in Israel and the United States of America. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments.
The Company has no significant off-balance-sheet concentration of credit risk.
T.Recently issued accounting pronouncements
1.ASC Topic 220, "Comprehensive Income"
Effective January 1, 2012, the Company adopted retrospectively the provisions of Accounting Standard Update No. 2011-05, “Comprehensive Income (Topic 220) - Presentation of Comprehensive Income” (“ASU 2011-05”). ASU 2011-05 eliminated the option to present the components of other comprehensive income as part of the statement of equity and requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.
The adoption of ASU 2011-05 did not have a material impact on the consolidated financial statements.
2.ASC Topic 210, “Balance Sheet”
In December 2011, the FASB issued Accounting Standard Update (ASU) 2011-11, “Balance Sheet (Topic 210) - Disclosures about Offsetting Assets and Liabilities” (ASU 2011-11). ASU 2011-11 enhances disclosures about financial instruments and derivative instruments that are either offset in accordance with the Accounting Standards Codification or are subject to an enforceable master netting arrangement or similar agreement.
The amended guidance will be effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods (fiscal year 2013 for the Company) and should be applied retrospectively to all comparative periods presented.
The Company is currently evaluating the impact that the adoption of ASU 2011-11 would have on its consolidated financial statements, if any.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 2	-	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
T.Recently issued accounting pronouncements (cont.)
3.ASU 2013-2
In February 2013, the FASB issued Accounting Standard Update No. 2013-02 “Comprehensive Income (Topic 220) “Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income” (ASU 2013-02). ASU 2013-02 requires an entity to provide information about amounts reclassified out of accumulated other comprehensive income.
According to ASU 2013-02, significant items that are required under U.S. GAAP to be reclassified to net income in their entirety shall be presented by the respective line items of net income either on the face of the financial statements or in the footnotes. Items that are not required under U.S. GAAP to be reclassified to net income in their entirety, will be required to be cross-referenced to other disclosures required under U.S. GAAP that provide additional detail about those amounts.
ASU 2013-02 is effective for public entities prospectively for annual and interim reporting periods beginning after December 15, 2012 (fiscal year 2013 for the Company).
The adoption of ASU 2013-02 is not expected to have a material impact on the financial position or results of operations of the Company, but might result in disclosure of additional information about amounts reclassified out of accumulated other comprehensive income.
NOTE 3	-	OTHER CURRENT ASSETS
NOTE 4	-	PROPERTY AND EQUIPMENT, NET
In the years ended December 31, 2012, 2011 and 2010, depreciation was US$ 7,368, US$ 8,693 and US$ 7,433, respectively, and additional equipment was purchased in an amount of US$ 4,870, US$ 1,709 and US$ 17,262, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 5	-	ACCOUNTS PAYABLE
A.Trade
B.Other
NOTE 6	-	LINE OF CREDIT
As of December 31, 2012, the Company has an unutilized credit line of approximately NIS 60.000 (US$ 16,073) with an Israeli Bank.
NOTE 7	-	CONVERTIBLE BONDS
During 2010, the Company issued convertible bonds in the aggregated amount of US$ 159,808 to certain stockholder's which could be converted to common shares of the Company, at the price of US$ 1.35 per share.
The bonds bear interest of 8% per annum and their original maturity period was between April 29 to May 15 of fiscal year 2011.
In addition, the Company issued to their investor, detachable warrants to purchase 118,376 shares of common stock at an exercise price of US$ 1.35 per share. Such warrants were not exercised and expired during October-November 2011.
As a result of the above issuances, the Company recorded in 2010 a total amount of US$ 41,208 in respect of the detachable warrants and a total amount of US$ 41,207 as beneficial conversion feature in respect of the convertible bonds, as a credit to stockholders' equity (additional paid in capital). The fair value of the Warrants was determined using the Black-Scholes pricing model, assuming a risk free rate of 3%, a volatility factor of 50.00%, dividend yields of 0% and an expected life of 1.5 years.
On June 29, 2011, the holder of convertible bonds notified the Company that he decided not to exercise the conversion rights and asked for repayment of the bonds in cash. As of the date hereof, the Company is negotiating with the bonds holder, the terms of repayment of the bonds, which are represented as current liabilities in the balances as of December 31, 2012.
The Company continued to recognize interest expenses based on the terms described above, from the original maturity date until December 31, 2012.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 8	-	SERIES A CONVERTIBLE PREFERRED STOCK
On December 15, 2011, the Company filed a Certificate of Designation with the Secretary of State of Delaware in connection with the Series A Preferred Stock. The holders of shares of Series A Preferred Stock shall be entitled to receive dividend cash payments of 9% per annum, payable in quarterly installments, and subject to conversion.
On March 9, 2012, the Company completed a closing (the “Closing”) of its private placement (the “Private Offering”) in the aggregate amount of $626,000 (the “Financing”). The Company issued 62,600 shares of convertible preferred stock (“Series A Preferred Stock”) par value $0.01 at a purchase price of $10.00 per share to 19 accredited investors and 19 non-accredited investors (the “Subscribers”). The issuance costs were US$ 62,600 and were paid in cash.
Upon the closing of the Company's next round of financing, provided such closing occurs within twelve (12) months following the execution of the Closing in which Subscribers receive the Series A Preferred Stock, and further subject to minimum proceeds of $2,000,000 being raised in such investment (the "Next Round of Financing"), the Series A Preferred Stock shall automatically be converted into fully paid, nonasseable shares of Common Stock, $0.01 par value per share, of the Company (“Common Stock”). The number of such Conversion Shares shall be determined by dividing the investment amount of the holder of the Series A Preferred Stock (the "Investment") by either (a) 80% of the closing price per share of the Company's common stock in Next Round of Financing or (b) dividing each holder’s Investment amount by $0.80, whichever is lower. In the event that the closing of the Next Round of Financing has not occurred by November 30, 2012 (see below), each share of Series A Preferred Stock shall automatically be converted into fully paid, nonassesable shares of Common Stock. Notwithstanding, the holders of Series A Preferred Stock shall be entitled to convert each share of the Series A Preferred Stock into fully paid, nonassesable share of Common Stock, at a price of $0.80 per share at any date before the automatic conversion mentioned above.
Initially all and any shares of Series A Preferred Stock had to be automatically converted to the Common Stock and canceled on November 30, 2012 (see below), and, if converted to the Common Stock on an earlier date, the shares so converted had to be canceled on the date of their respective conversion.
The Company resolved to extend the term of automatic conversion until March 9, 2013. On March 9, 2013 all and any shares of Series A Preferred Stock have been automatically converted into the Common Stock and cancelled, thereby, 782,500 shares of the Company’s Common Stock have been allocated and issued to former holders of Series A Preferred Stock.
As of December 31, 2012 and 2011, 600,000 Series A Preferred Stock were authorized for issuance and 62,600 and 0 were issued and outstanding, respectively.
At December 31, 2012, the Series A Preferred Stock were presented as a non-current liability and measured at fair value based on management's estimate.
See also Note 10A.
NOTE 9	-	COMMITMENTS
A.Pimi Israel is committed to pay royalties to the OCS on the proceeds from sales of products resulting from research and development projects in which the OCS participates by way of grants. In the first 3 years of sales the Company shall pay 3% out of the sales of the product which was developed under the research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% up to 100% of the amount of grants received plus interest at LIBOR. Pimi Israel was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the OCS. As of December 31, 2012, the contingent liabilities with respect to grants received from the OCS, subject to repayment under these royalty agreements on future sales is NIS 484,429 (US$ 121,753), not including interest.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 9	-	COMMITMENTS (cont.)
B.The Company and its subsidiary currently lease office space at Kibbutz Alonim under a short-term operating lease. During the years 2012, 2011 and 2010, the Company paid an annual rent of NIS 10,798, NIS 10,624 and NIS 9,435, respectively. The operating lease is renewed each year and has been extended until December 31, 2013 and the Company pays monthly rent of US$ 1,000.
C.Joint venture Agreement with Vegiesafe LLC
In January 2009, Pimi Israel entered in a Joint Venture Agreement ("JV") with Vegiesafe LLC ("Vegiesafe") a Limited Liability Company registered in the USA, and part of a group of companies engaged in consulting to mass-market retailers and major supermarket chains in North America.
The JV will market, sell and distribute Pimi Israel's products and technology throughout the USA on an exclusive basis, and throughout Canada and Mexico on a non-exclusive basis. Vegiesafe shall seek retailers and/or major distributors in the USA, who will recommend to its producer and/or suppliers to produce and supply the Isopropyl (N-3 - Chlorophenyl) carbamate (CIPC) free potatoes or CIPC free potato products. The exclusivity of the JV will be subject to fulfillment of certain trigger event and milestones of annual sales. Pimi Israel shall have 70% of the rights in the JV and will nominate two of its directors, and Vegiesafe will have 30% of the rights and will nominate one director. In May 2009 Pimi Israel and Vegiesafe mutually agreed that a trigger event as defined in the agreement, has occurred, thereby obligating, the continuation of the Joint Venture. Accordingly, Vegiesafe’s exclusivity was subject to the following milestones: Entering a CIPC free branding program with two retailers or distributors prior to September 2010; the treatment of 150,000 tons of potatoes in the season of 2011 (September 2011); the treatment of 350,000 tons of potatoes in the season of 2012 (September 2012). As of the date of these financial statements VegiSafe has not complied with the above milestones and the Company has not taken any actions against VegiSafe with this regard.
Vegiesafe was required to invest in the JV an aggregate amount of US$250,000 which was intended to be used to cover expenses reflected in a budget prepared for the JV and approved by Vegiesafe and Pimi Israel. Any additional investment in excess of the US$250,000 shall be contributed by the parties to the JV upon the mutual consent of the parties taking into account the JV's business and needs and will be transferred to the Joint Venture as follows: 70% by Pimi Israel and 30% by Vegiesafe.
On August 9, 2010 Pimi Israel signed with Vegiesafe an Addendum to the Agreement dated January 20, 2009, under which Pimi Israel agreed to expand the activities of the JV in the USA to Sweet Potatoes, Yams, Onions, Cabbages and Mushrooms. In addition, Pimi Israel has agreed to expand the activities of JV in the USA to citrus fruits, provided Vegiesafe will bear all the costs and expenses related to this activity.
Commencing the inception of the JV and until December 31, 2012, the activities of the JV have not been material.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 10	-	SHARE CAPITAL
A.Description of the rights attached to the Shares in the Company
Common stock:
Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company's common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.
Series A Convertible Preferred stock:
Holders of preferred stock are entitled to receive dividend cash of 9% per annum, not compounded and, subject to conversion of such preferred stock, as set forth herein, payable in quarterly installments. Upon the closing (the "Closing") of Company's upcoming round of financing, by private equity investors or venture capitalists or Secondary IPO, provided the Closing occurs within 12 months following the Subscription Agreement execution date and minimum proceeds of $2 million are raised (the "Next Round of Financing"), the Convertible Preferred Shares shall automatically, without any further action, be converted into fully paid Common Stock shares of the Company, par value $0.01 per share (the "Conversion Shares"). The number of such Conversion Shares shall be determined by dividing investment amount (the "Investment") by either (a) 80% of the Closing price per share of the Company's common stock in Next Round of Financing or (b) dividing the investment amount by $0.80, whichever is lower. Subject to automatic conversion provisions, as set forth hereinabove, holders of preferred stock are entitled to convert it into common stock at any time at their option at a price of $0.80 per share. The conversion price shall be adjusted for stock dividends, splits, combinations and similar events. In the event of Company's liquidation, dissolution or winding-up, which will occur until conversion, preferred stock holders shall be entitled to the following rights and proceeds: to be paid the original purchase price on each share of the preferred stock plus any dividend cash accrued and unpaid before any amount shall be paid to the holders of the common stock. Thereafter, the preferred stock holders shall participate in proceeds distribution with the common stock holders on an as-converted basis.
Unless otherwise determined by the preferred stock holders, they shall be entitled to the liquidation preference as set forth hereinabove also in event of (i) sale of all or substantially all of the assets of the Company, (ii) merger, reorganization or other transaction in which 50% of the outstanding voting power of the Company is transferred and (iii) exclusive, irrevocable licensing of all or substantially all of the Company’s intellectual property to a third party. Notwithstanding the foregoing, holders of preferred stock are entitled to receive ratably such dividends, if any, as may be declared by Company's board of directors out of funds legally available. Preferred stock holders have no preemptive rights or other subscription rights, redemption or sinking fund provisions. Upon liquidation, dissolution or winding up of the Company, the holders of the Company's preferred stock will be entitled to share ratably in the net assets legally available for distribution to all shareholders (i.e. all the preferred and common stockholders) after the payment of all of the Company's debts and other liabilities.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 10	-	SHARE CAPITAL (cont.)
B.Stock-option plans
In January 2008, Pimi Israel’s Board of Directors ("Pimi Israel's Board") approved a stock option plan for the grant, without consideration ("Pimi Israel's plan"), of up to 623,547 options ("Pimi Israel's Options" or "Plan"), exercisable into 623,547 ordinary shares of NIS 0.01 par value of Pimi Israel to employees officers and directors of Pimi Israel. The exercise price and vesting period for each grantee of Options will be determined by Pimi Israel's Board and specified in such grantee's option agreement. The options will vest over a period of 1-16 quarters based on each grantee's option agreement. Any option not exercised within 10 years after the date of grant thereof expires.
On April 27, 2009, following the acquisition of Pimi Israel, the Company adopted the 2009 Share Incentive Plan (the "2009 Share Incentive Plan"), pursuant to which the Company's Board of Directors is authorized to grant up to 3,000,000 options, exercisable into 3,000,000 shares of the Company. The purpose of the 2009 Share Incentive Plan is to offer an incentive to employees, directors, officers, consultants, advisors, suppliers and any other person or entity whose services are considered valuable to the Company, as well as to replace the Pimi Israel Plan.
Upon the adoption of the 2009 Share Incentive Plan, all options granted under the Pimi Israel Plan were replaced by options with similar terms, subject to the 2009 Share Incentive Plan on a 1 for 1 basis (561,191 options were replaced of which 124,709 options relate to non-employees).
The fair value of options granted under the plan was estimated at the date of grant using the Black-Scholes option pricing model. The following are the data and assumptions used:
Dividend yield (%)
Expected volatility (%) (*)
Risk free interest rate (%) (**)
Expected term of options (years) (***) 5-7
Exercise price (US dollars) 0.01/0.72/1.37
Share price (US dollars) 0.2/0.72/1.37
Fair value (US dollars) 0.19-0.7
(*)Due to the very limited volume of trade of the Company's shares, the expected volatility was based on the historic volatility of public companies which operate in the same industry sector (agricultural chemical industry).
(**)The risk free interest rate represents the risk free rate of US$ zero - coupon US Government Bonds.
(***)Due to the fact that the Company did not have sufficient historical exercise data, the expected term was determined based on the "simplified method" in accordance with Staff Accounting Bulletin No. 110.
Under the 2009 Share Incentive Plan Mr. Sivan is entitled to 280,000 options for 280,000 shares of the Company’s common stock, to be vested to him in three years, on each anniversary of commencement of his employment with the Company; 93,333 options annually. The exercise price per each common stock share is $0.8. The total non-compensation of this grant was US$ 98,841. See also Note 15.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 10	-	SHARE CAPITAL (cont.)
B.Stock-option plans (cont.)
The fair value of options granted during 2012 under the plan was estimated at the date of grant using the Black-Scholes option pricing model. The following are the data and assumptions used:
Dividend yield (%)
Expected volatility (%) (*)
Risk free interest rate (%) (**)
Expected term of options (years) (***)
Exercise price (US dollars) 0.8
Share price (US dollars) 0.73
Fair value (US dollars) 0.35
(*)Due to the very limited volume of trade of the Company's shares, the expected volatility was based on the historic volatility of public companies which operate in the same industry sector (agricultural chemical industry).
(**)The risk free interest rate represents the risk free rate of US$ zero - coupon US Government Bonds.
(***)Due to the fact that the Company did not have sufficient historical exercise data, the expected term was determined based on the "simplified method" in accordance with Staff Accounting Bulletin No. 110.
The non-cash compensation relating to options granted to employees and directors was US$ 35,794, US$ 5,554 and US$ 24,194 during the years ended December 31, 2012, 2011 and 2010, respectively (of which US$ 26,426, US$ 2,676 and US$ 17,467 was charged to research and development expenses, respectively and US$ 9,368, US$ 2,878 and US$ 6,727 was charged to general and administrative expenses, respectively).
As of December 31, 2012, there are 2,127,633 shares available for future grants under the 2009 Share Incentive Plan.
The following table presents a summary of the status of the grants to employees and directors as of December 31, 2012, 2011 and 2010:
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 10	-	SHARE CAPITAL (cont.)
B.Stock-option plans (cont.)
The aggregate intrinsic value of the awards exercisable as of December 31, 2012 and 2011 is US$ 1,247 and US$ 9,047, respectively. The aggregate intrinsic value of the awards outstanding as of December 31, 2012 and 2011 is US$ 1,247 and US$ 9,977, respectively. These amounts represent the total intrinsic value, based on the Company's stock price of US$ 0.73 and US$ 0.8 as of December 31, 2012 and 2011, respectively, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 10	-	SHARE CAPITAL (cont.)
C.Investor's Options of Pimi Israel
1.Exercise of Existing Option in Pimi Israel
During 2008, Pimi Israel issued 239,193 options with an exercise price of US$ 0.695 per option to several investors, exercisable until June 2009 and issued 769,526 options with an average exercise price of US$ 0.695 per option to several other investors, exercisable until the end of February 2009.
During the months of January and February 2009, 201,972 options exercisable until February 2009 were exercised into 201,972 Pimi Israel common shares for a total amount of US$ 145,000 at an average price of US$0.721 per share (the original exercise price was denominated in NIS). All such shares were replaced during the acquisition of Pimi Israel by the Company with shares of the Company and the remaining 567,554 options exercisable until February 2009 expired. The 239,193 options exercisable until June 2009 were replaced with 239,193 options exercisable into shares of the Company at the same exercise price and contractual life. Until June 30, 2009, the options were not exercised and therefore expired.
2.On January 20, 2009 an investment agreement was entered into between Pimi Israel and Earthbound LLC a Limited Liability Company registered in Delaware ("EB"). It was agreed that EB will invest the total sum of US$300,000. The investment was paid to Pimi Israel in tranches as follows: first tranche of US$60,000 was paid on March 15, 2009. The second tranche of US$60,000 was paid on June 15, 2009. The balance of US$180,000 was to be paid in two installments as follows: US$90,000 on September 15, 2009 and US$90,000 on January 15, 2010. On October 19, 2009, EB paid only US$60,000 of the first installment and are not expected to transfer the remaining US$120,000 (US$30,000 of the first installment and the entire second installment of US$90,000). Accordingly they received the proportionate amount of allocated shares pro rata from the first installment. EB has received the allocated shares pro rata to the investments based on the amount actually paid. On August 24, 2010, EB invested an additional US$30,000 under the Private Placement mentioned in Note 9G and received 50,000 shares of common stock.
As of December 31, 2010, EB has invested a total sum of US$210,000 and received 185,986 shares of common stock of the Company. EB is not expected to pay any amounts under the agreement described above.
In addition, on May 3, 2009, the Company issued to EB a warrant for the purchase of 145,985 shares of common stock at the price of US$1.37 per share to be exercised until June 15, 2009. On June 7, 2009, this date was extended to July 31, 2009 and was again extended to August 30, 2009. The warrants were not exercised and therefore expired.
3.See Note 7 with respect to convertible bonds and warrants issued to stockholders during 2010.
D.In December 2008, a member of the Advisory Board received options under the Plan as part of the compensation for his consulting services. Pimi Israel has granted the consultant a total sum of 31,176 options to be vested over a period of 8 quarters, each quarter 3,897 shares, provided the advisor will provide Pimi Israel consulting services for a period of 2 years. The exercise price of each option shall be US$0.72 per share.
The non-cash compensation relating to options granted to the consultant was US$ 12,870 during the year ended December 31, 2010.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 10	-	SHARE CAPITAL (cont.)
E.In December 2008, a member of the Advisory Board received options under the Plan as part of the compensation for his consulting services. Pimi Israel has granted the consultant a total sum of 93,532 options to be vested over a period of 16 quarters, each quarter 5,846 options for shares, provided the advisor will provide Pimi Israel consulting services for a period of 4 years. The exercise price of each option shall be US$0.72 per share.
The non-cash compensation relating to options granted to consultants was US$ 20,432 during the years ended December 31, 2011 and 2010, for each year. The consulting services were terminated during 2011 and all options nonvested till that date forfeited.
F.On March 31, 2010, the Company issued 30,000 shares of its common stock to Lampost Capital LLC (the "advisor") in consideration for the financial advisory services that will be rendered to the Company commencing March 1, 2010 and until December 31, 2010.
G.On August 24, 2010, the Company closed a private placement of 335,108 shares of common stock and warrants to purchase 335,108 shares of common stock to 11 investors, all of whom are existing stockholders of the Company, for aggregate proceeds of US$201,066 pursuant to a Securities Purchase Agreement and Warrant Agreement. Each unit of the Offering was offered at a purchase price of US$0.60 per Unit, and consisted of one share of common stock and one warrant, exercisable at US$0.90 for a period of two years. In addition, the Company issued 50,000 shares to the service providers who dealt with these transactions.
H.During 2010, the Company issued an aggregate number of 129,013 shares of common stock for certain of its stockholders as a payment for services rendered to the Company in the past, in a total amount of 77,408 (US$ 0.6 per one share of common stock).
I.On December 28, 2010, the Company entered into an Agreement with a California private company (the "Investor"). Pursuant to the Agreement, the Investor invested a total aggregate sum of US$150,000, at a purchase price of US$0.80 per share, and the Company issued 187,500 shares of its common stock to the Investor (62,500 shares were issued in January 2011 for US$50,000, 62,500 shares were issued in February 2011 for US$50,000 and 62,500 were issued in March 2011 for US$50,000) . For each share of Common Stock purchased, the Investor received a warrant, having an exercise price of US$0.80, exercisable for a period of three years from the date of issuance.
J.On January 24, 2011, the Company entered into an Agreement with an individual residing in Israel and Israeli private investment company (the “Investors”). Pursuant to the Agreement, the Investors invested a total aggregate sum of US$500,000, at a purchase price of US$0.80 per share, and the Company issued 625,000 shares of its common stock to the Investors (62,500 shares were issued in January 2011 for US$50,000, 62,500 shares were issued in February 2011 for US$50,000, 62,500 were issued in March 2011 for US$50,000, 312,500 were issued in April 2011 for US$250,000 and 125,000 were issued in May 2011 for US$100,000). For each share of common stock purchased, the Investors received a warrant with an exercise price of US$0.80, exercisable until December 31, 2012. The Company extended this warrant until December 31, 2013. In the event the investor invests and/or causes to investment of additional $50,000, the Company shall extend this warrant until December 31, 2014.
K.On March 2, 2011, the Company entered into subscription agreements with 4 individuals residing in Israel for the total sum of US$100,000 at a purchase price of US$0.80 per share. For each share of common stock purchased, the investor received a warrant with an exercise price of US$0.80, exercisable until March 2, 2013.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 10	-	SHARE CAPITAL (cont.)
L.On April 12, 2011 the Company entered into subscription agreements with an individual and two companies all of which are Israeli residents, under which the company issued 56,250 common stock shares for the total sum of $45,000 (a purchase price of $0.80 per share). For each share of Common Stock purchased, the Company issued a warrant with an exercise price of $0.80, exercisable until April 12, 2013.
M.On June 6, 2011, the Company paid to a service provider (an Israeli citizen), $50,000 in cash and 62,500 of its common stock shares (representing a fair value of $50,000) as a finder's fee for services rendered by such service provider in connection with several equity investments accrued during 2011, described in L, above.
N.On June 6, 2011, as a result of options exercised, the Company issued, under the 2009 Share Incentive Plan, to a Trust Company, which holds the shares in trust for the CEO, Mr. Youval Saly, 311,773 common stock shares for the total sum of $3,118 (an exercise price of $0.01 per share).
O.On September 1, 2011, the Company entered into subscription agreements with an individual residing in Israel, under which the Company issued 12,500 common stock shares for the total sum of US$ 10,000 (a purchase price of US$ 0.80 per share). For each share of Common Stock purchased, the Company issued a warrant with an exercise price of US$ 0.80, exercisable until September 1, 2014.
P.On March 8, 2012 the Company entered into subscription agreement with one individual residing in Israel for the total sum of US$10,000 at a purchase price of $0.80 per share. For each share of Common Stock purchased, the investor or a third party on his behalf received a warrant with an exercise price of $0.80, exercisable until March 2, 2014.
Q.On December 23, 2012, , the Company issued to a third party a warrant to purchase 56,250 shares of their common stock with an exercise price of $0.80, exercisable until April 11, 2014, as a fee for such party’s investments’ finding services
R.See Note 8.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 11	-	RESEARCH AND DEVELOPMENT EXPENSES
(*)See Note 9A.
NOTE 12	-	GENERAL AND ADMINISTRATIVE EXPENSES
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 13	-	INCOME TAX
A.Measurement of results for tax purposes under the Israeli Income Tax (Inflationary Adjustments) Law, 1985 (the “Inflationary Adjustment Law”)
Commencing January 1, 2008, results of operations of Pimi Israel for tax purposes are measured on a nominal basis.
B.Reduction in Israeli corporate tax rates
On July 25, 2005, the Israeli Parliament passed an amendment to the Income Tax Ordinance (No. 147) - 2005, gradually reducing the tax rate applicable to the Company as follows: 2010 and thereafter - 25%.
On July 23, 2009, as part of the Economic Efficiency Law (Legislative Amendments for the Implementation of the Economic Plan for the years 2009 and 2010) - 2009 (the “Arrangements Law”), article 126 of the Income Tax Ordinance (New Version) - 1961 was amended, whereby the corporate tax rate would be gradually reduced commencing in the 2011 tax year and thereafter, as follows: 2011 - 24%, 2012 - 23%, 2013 - 22%, 2014 - 21%, 2015 - 20% and 2016 and thereafter - 18%.
On December 6, 2011, the Law for the Change in the Tax Burden (Legislative Amendments) - 2011 was publicized. As part of the law, among other, the Economic Efficiency Law (Legislative Amendments for the Implementation of the Economic Plan for 2009 and 2010) - 2009 and the Income Tax Ordinance (New Version) - 1961 were amended whereby, commencing in 2012, the blueprint for the reduction in the corporate tax rates will be cancelled and the corporate tax rate will be 25%. Publication of the Law did not have a material impact on the financial statements of the Company.
C.Tax assessments
The Company and Pimi Israel have not received final tax assessments since their inception.
D.Carryforward tax losses
As at December 31, 2012, the company and Pimi Israel has loss carry forward balances for income tax purposes of nearly US$ 0.5 million and US$ 4.8 million, respectively, that are available to offset future taxable income, if any.
E.The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements:
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 13	-	INCOME TAX (cont.)
F.Deferred taxes result principally from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Group's future tax assets are as follows:
NOTE 14	-	LOSS PER SHARE
Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year.
The net loss and the weighted average number of shares used in computing basic and diluted loss per share for the years ended December 31, 2012, 2011 and 2010, are as follows:
(*)The effect of the inclusion of option, warrants, convertible bonds and convertible preferred stock in 2012, 2011 and 2010 is anti-dilutive.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 15	-	RELATED PARTIES
A.On July 12, 2004, Nir Ecology Ltd. ("Nir", a shareholder of the Company), and Machteshim Chemical Works Ltd. ("Machteshim") entered into an agreement (the "Assignment Agreement"), under which Machteshim transferred to Pimi Israel, all of its rights in the know-how and/or information relating to the product known as MC-10, which is the previous name of the Pimi Israel's product SpuDefender (the "Product"). In addition, Machteshim transferred to Pimi Israel all the rights in the patents and/or patent requests and/or licenses and/or documents related to the Product. Under the Assignment Agreement, Machteshim undertook to register, at its own expense, all the rights in the patent and/or patent request, relating to the Product, in the countries set out in an appendix to Assignment Agreement. If Machteshim does not register the patents, it was agreed that Machteshim will transfer all the required documents to Nir, or any party on its behalf, and Nir, or any party on its behalf, shall carry out the registration. Under an agreement dated, November 11, 2005 between Nir and Pimi Israel, Nir declared and confirmed that the know-how and patents and patent application and/or licenses relating to the Product which were transferred to Pimi Israel from Machteshim under the Assignment Agreement (the "Intellectual Property") belong exclusively to Pimi Israel except for the right of use of the Intellectual Property for water treatment applications which was granted irrevocably and exclusively on a world-wide basis to Nir or to its controlling stockholders (or any company in which Nir’s controlling stockholders have an interest). Nir undertook to sign all necessary documents for the completion of the assignment of the Intellectual Property to Pimi Israel.
B.Nir is the agent with respect to the region of the State of Israel for raw materials utilized by Pimi Israel in the formulation of its products. During the development stage of its formulation, Pimi Israel imported to Israel the raw materials in order to formulate its products. During the years 2012, 2011 and 2010 Nir has rendered Pimi Israel for materials and services related to importation of Hazard Materials in a total sum of NIS 31,167 (US$ 8,095), NIS 150,343 (US$41,971) and NIS 73,000 (US$20,408), respectively.
C.Mr. Nimrod Ben Yehuda and Mr. Eitan Shmueli (the controlling shareholder of Omdan Consulting and Instructions Ltd. ("Omdan"), one of the stockholders of the Company), have guaranteed to Bank Hapoalim the line of credit to Pimi Israel.
D.Pimi Israel entered into an Employment Agreement on November 27, 2006 with Mr. Yuval Saly regarding his employment as the CEO of Pimi Israel. On October 29, 2008, Pimi Israel entered into an Addendum to the Employment Agreement under which Mr. Saly is entitled to total compensation of NIS 50,000 (US$13,086) plus VAT per month from the month of October 2008. This consideration is paid against VAT receipts and covers all social benefits, car maintenance and cellular phone expenses of Mr. Saly. Mr. Saly has taken upon himself the payment for the social security, the pension fund and any other social insurance and benefits.
In August 2010, Pimi Israel agreed with Mr. Saly to reduce his employment and therefore decrease the compensation to be paid to him, to NIS 30,000 (US$7,851) per month, until at such time the Company was able to raise additional funds.
In February 2011, Pimi Israel agreed to increase Mr. Saly's compensation to NIS 40,000 (US$10,468) per month and in March 2011 Pimi Israel agreed with Mr. Saly that he returns to a full time job (180 hours per month) and that his compensation is NIS 50,000 (US$13,086) per month.
Furthermore, as of November 2011, Pimi Israel and Mr. Saly agreed on a reduction of fifty percent (50%) of Mr. Saly's compensation, for a period of two (2) upcoming months. Within the period commencing January 2012 through August 2012 (three months following the effective date of cessation of employment), Mr. Saly's compensation is NIS 50,000 (US$ 13,086), per month.
Pimi Israel paid Mr. Saly the total sum of NIS 388,333 (US$ 100,866), NIS 550,000 (US$153,541) and NIS 418,212 (US$112,121) in 2012, 2011 and 2010, respectively, as consideration under his employment agreement.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 15	-	RELATED PARTIES (cont.)
D.(cont.)
In addition, Mr. Saly was entitled to options under the Plan in the total sum of 311,773 options for 311,773 ordinary shares to be vested over 16 quarters starting in December 2007 with 19,486 shares vesting each quarter. The exercise price per ordinary share is US$0.01.
On June 15, 2011 Mr. Saly exercised the option and, accordingly, he received 311,773 shares of Company's common stock which were deposited in the hands of a trust company.
E.According to an agreement dated November 13, 2005, as amended on November 16, 2006, and of April 28, 2009, Mr. Ben Yehuda has been appointed as Pimi Israel's CTO. Mr. Ben Yehuda is entitled to a monthly gross salary of NIS 25,000 (US$6,543), plus benefits such as executive insurance, education fund at the rate of 10 % (7.5% contribution by the Company), and disability insurance. Furthermore, Mr. Ben Yehuda is entitled to a credit card for approved expenses, including traveling expenses, a fully paid rental car (including taxes assessed for private use) and a mobile phone which will be fully covered by the Company.
In August 2010, Pimi Israel agreed with Mr. Ben Yehuda that his gross salary will be reduced to NIS 15,000 (US$3,927) per month until additional funds can be raised.
In February 2011, Pimi Israel agreed with Mr. Ben Yehuda that his salary will be set again to NIS 25,000 (US$6,543) per month.
Furthermore, as of November 2011 Pimi Israel and Mr. Ben Yehuda agreed on a reduction of fifty percent (50%) percent of Mr. Ben Yehuda's salary for a period of two (2) upcoming months.
As of January 2012 Mr. Ben Yehuda's salary is NIS 25,000 (US$6,543), per month.
Pimi Israel paid Mr. Ben Yehuda the total sum of NIS 398,270 (US$ 103,447), NIS 403,298 (US$ 112,587) and NIS 335,337 (US$89,913) in 2012, 2011 and 2010, respectively.
F.Pimi Israel has entered into a Personal Service Agreement in November 2008 with accountant Avi Lifshitz. Mr. Lifshitz and Ad Wise Ltd., a company under the control of Mr. Lifshitz ("Ad Wise"), under which Ad Wise and Mr. Lifshitz will provide the Company CFO services and shall be entitled together to a total consideration for such services of NIS 10,000 (US$2,617) plus VAT per month as from October 2008 and starting July 1, 2009 additional NIS 1,667 (US$436) per month. Until the date of which Pimi Israel raises capital from an external investor for a sum exceeding US$1,000,000, Pimi Israel shall pay Mr. Lifshitz and Ad Wise, on behalf of the consideration, a sum of NIS 5,000 (US$1,309) plus VAT per month, and the balance of the consideration shall accrue to the credit of Mr. Lifshitz and Ad Wise and shall be paid to them after the raising of capital as aforesaid. The unpaid balance of this amount is US$31,577 as of December 31, 2011.
Furthermore, as of November 2011, Pimi Israel and Mr. Lifshitz agreed on a reduction of fifty percent (50%) of Mr. Lifshitz’s compensation, for a period of two (2) upcoming months. As of January 2012 Mr. Lifshitz’s compensation is NIS 10,000 (US$ 2,617), per month.
Pimi Israel expenses with regard to Mr. Lifshitz engagement amounted to the total sum of NIS 118,788 (US$ 30,854), NIS 116,341 (US$ 32,478) and NIS 132,281 (US$ 35,464) in 2012, 2011 and 2010, respectively.
In addition, the CFO was granted 62,355 options for 62,355 Company shares to be vested over 16 quarters commencing October 1, 2008, with 3,897 shares vesting each quarter. The exercise price per ordinary share is US$0.72.
PIMI AGRO CLEANTECH, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
NOTE 15	-	RELATED PARTIES (cont.)
G.In August 2010, the Company entered into an oral agreement with Mr. Alon Carmel, who serves as the Company's Chairman of the Board and is one of its major stockholders, pursuant to which Mr. Carmel (or a company under his control) will receive US$3,000 per month in consideration for services rendered as Chairman of the Board.
Furthermore, as of November 2011, Pimi Israel and Mr. Carmel agreed on a reduction of fifty percent (50%) of Mr. Carmel compensation, for a period of two (2) upcoming months. As of January 2012 Mr. Carmel's compensation is NIS 11,463 (US$ 3,000), per month.
The Company paid Mr. Carmel the total sum of NIS 158,615 (US$ 41,199) and NIS 97,628 (US$ 27,254) in 2012 and 2011 respectively. See also Note 9J.
H.On May 23, 2012 (the “Effective Date”) the Company entered into an Employment Agreement (the “Agreement”) with Mr. Ami Sivan, dated May 15, 2012, pursuant to which Mr. Sivan shall serve as CEO of the Company. Pursuant to the Agreement, Mr. Sivan shall designate eighty percent of his time towards the business and affairs of the Company and its subsidiary. For each of the six months following the Effective Date (the “Initial Period”) Mr. Sivan shall be paid a monthly gross salary of NIS 25,000 (US$ 6,697). Thereafter, Mr. Sivan shall be paid a monthly gross salary of NIS 27,500 (US$ 7,367). In addition, Mr. Sivan shall be reimbursed for certain ongoing professional expenses. In September 2012 we agreed with Mr. Sivan on reduction of NIS 10,000 of his monthly salary. In 2012 Pimi has paid Mr. Sivan the total sum of NIS 245,194 (US$ 63,687), as consideration under his employment agreement.
In addition under the 2009 Share Incentive Plan Mr. Sivan is entitled to 280,000 options for 280,000 shares of the Company’s common stock, to be vested to him in three years, on each anniversary of commencement of his employment with the Company; 93,333 options annually. The exercise price per each common stock share is $ 0.8.
I.Legal Services
Sadot & Co. Law offices (“Sadot”) in which Mr. Eitan Shmueli (a controlling shareholder of Omdan Consulting and Instructing Ltd. ("Omdan"), one of the Company stockholders), is a partner, has a retainer in monthly consideration of NIS 9,000 (US$ 2,513) and other consulting agreements with Pimi Israel.
Furthermore, as of November 2011, Pimi Israel and Sadot agreed on a reduction of fifty percent (50%) of Sadot's retainer compensation, for a period of two (2) upcoming months. As of January 2012 Sadot's compensation on retainer increased to NIS 11,463 (US$3,000), per month.
Sadot & Co. Law offices has received fees from Pimi Israel (as legal fees), NIS 198,260 (US$ 51,496), NIS 155,599 (US$ 43,438) and NIS 95,062 (US$25,486), in 2012, 2011 and 2010, respectively.
See also Note 9H.
NOTE 16	-	SUBSEQUENT EVENTS
A.See Note 8.
B.On March 13, 2013, An individual was granted 48,000 options for 48,000 shares of Common stock to be vested over 12 quarters, 4,000 options each quarter, commencing on March 1, 2013. The exercise price per each common stock share is US$ 1.00.
=============================
===============
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our principal executive and principal financial officers have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report. They have concluded that, based on such evaluation, our disclosure controls and procedures were not effective as of December 31, 2012.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
Overview
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. In order to evaluate the effectiveness of internal control over financial reporting, our management has conducted an assessment using the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our company’s internal control over financial reporting, as defined in rule 13a-15(f) under the Securities Exchange Act of 1934 (Exchange Act), is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Based on our assessment, under the criteria established in Internal Control - Integrated Framework, issued by COSO, our management has concluded that our company has a material weakness in internal control over financial reporting as of December 31, 2012. The weakness exists with regard to segregation of duties, in that one employee does the accounting, accounts payable and banking transactions. Additionally, the Company does not have an audit committee to oversee the financial reporting and disclosure process. As a result, our internal controls were not effective at December 31, 2012.
Evaluation of the Company’s Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2012. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in reports it files or submits under the Exchange Act is accumulated and communicated to management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective, as of December 31, 2012, in ensuring that material information relating to us required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission rules and forms.
This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm.
(c) Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, OFFICERS AND CORPORATE GOVERNANCE.
The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each, as of December 31, 2012. A majority vote of the directors who are in office is required to fill vacancies. Each director is elected for the term of one year, and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.
* Aside from Mr. Nimrod Ben Yehuda, there is no other director who is also an officer or employee of the Company.
Alon Carmel
Mr. Alon Carmel is the Chairman of the Board of Directors, and has served as such since September 2008. Alon Carmel co-founded Spark Networks (AMEX:LOV) in 1998, which created and runs such websites as JDate.com, Cupid.co.il, AmericanSingles.com, among others. Prior to co-founding Spark Networks, Mr. Carmel enjoyed a successful career in real estate from 1983 until 1991. Since leaving Spark Networks in 2005, Mr. Carmel has invested in a wide range of early stage start-ups which are mainly internet technologies. He is a graduate of the Technion Institute, Haifa, Israel as practical civil engineer. Mr. Carmel is also member of the board of Spateva LTD, InterLogic LTD, Pipl Search LTD, My League LTD, Alefo Interactive LTD., Audiogate Technologies LTD, Clicknlink.com Inc., Jlove LLC and Rodeo Consulting LLC.
Ami Sivan
Mr. Ami Sivan is our Chief Executive Officer, and joined the Company in May 2012. Mr. Sivan, a former pilot in the Israeli air force and an agronomist, was employed by Mehadrin Group Israel (“Mehadrin”) between 1984-2011. During that time, Mr. Sivan served as the CEO of Pri-or Ltd., an agricultural arm of Mehadrin, 2000-2001, and served as the CEO of Mehadrin Tnuport Export (a subsidiary of Mehadrin) from 2001-2006. Mr. Sivan has substantial experience in managing the marketing and packaging of citrus fruits and other agricultural products. Mehadrin Group Israel is an existing customer of the Company. In 2011, Mr. Sivan founded AMC Israel Farming, a member of AMC, a Spanish agriculture and marketing company.
Avi Lifshitz
Mr. Avi Lifshitz is our Chief Financial Officer, and brings to Pimi more than 25 years of experience in accounting, finance and business management. Mr. Lifshitz is serving for 19 years as CFO of Jordan Valley Semiconductors Ltd. which is preparing its financial statement in accordance with the US GAAP. He is the Secretary of Jordan Valley Semiconductors UK Ltd. and Jordan Valley Semi Conductors Gmbh (Germany) and Jordan Valley Semiconductors Taiwan Ltd. (Taiwan). He has joined Meiri-Lifshitz Accounting firm in 1990 and is a partner since then. Mr. Lifshitz is a director in Bede Scientific Inc (US), in Efrat Consultants Ltd. (ISR) and in Ed-Wise Ltd (ISR). Mr. Lifshitz taught at the Technion-Israel Institute of Technology where he won an award for excellence in 1998. He is certified as a public accountant in Israel, and holds a B.A. in economics and accounting from Haifa University.
Nimrod Ben-Yehuda
Mr. Nimrod Ben-Yehuda is our Chief Technology Officer responsible for developing the Company’s technology, and also serves as a member of our Board of Directors. During the past 18 years, Mr. Ben-Yehuda has been a leading entrepreneur in the field of environment friendly solutions using STHP in many applications. He is the Co-Founder of Pimi and was the inventor of its IP and products. From 1986 and until 1989 he served as Joint CEO of NitroJet LTD., from 1989 until 2003 served as CEO of Nir Ecology LTD., which develops ecological solutions for veterinary, food industries and hospitals and from 1993 until 2003 served as joint CEO and CTO of Swissteril Water Purifications Ltd., which developed a protocol for purification of water. Since 2003 until today he serves as CTO of Pimi Israel.
Doron Shorrer
Mr. Doron Shorrer is a member of our Board of Directors. Mr. Shorrer is also currently Chairman and CEO of Shorrer International Ltd. (Investment and financial consulting) and he serves in such capacities since 1998. He is a member of the board of Bank Massad Ltd (banking), Ofek Cooperative for Capital Management Ltd (banking) and a member of the board of Omer Insurance Company in Israel since 2008. Between 2005 and 2007 Mr. Shorrer served as a Chairman of Lito Group (industrial). From 2003 until 2006 Mr. Shorrer was the Chairman of Pluristem Life System, Inc. (bio-technology) (traded on NASDAQ), and he still serves as member of the board of this company. Between 2004 and 2005 Mr. Shorrer served as the Deputy Chairman of Milomor (construction), and between 2002 and 2004 Mr. Shorrer served as Chairman of the Israeli Phoenix Insurance Company. Mr. Shorrer holds a BA in Economics and Accounting and an MA in Business Administration from the Hebrew University of Jerusalem; He is a Certified Public Accountant.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information regarding compensation paid to our principal executive officer, principal financial officer, and our highest paid executive officer, whose total annual salary and bonus for the years ended December 31, 2012 and 2011 exceeded $100,000:
(1) Mr. Saly has ceased his role as CEO of the Company on May 23, 2012 and has ceased to be employed by us on August 23, 2012.
(2) Mr. Sivan commenced his employment with us on May 23, 2012.
(3) Mr. Lifshitz was employed by us in November 2008.
(4) Mr. Ben Yehuda began his employment with us in 2005.
(5) For the assumptions made in the valuation of the options see note 10B to the financial statements.
(6) Mr. Saly was granted 311,773 options for 311,773 Common Stock shares that were vested in 16 quarters starting as of December 2007, each quarter 19,486 shares.
(7) Mr. Lifshitz was granted 62,355 options for 62,355 Common Stock shares that were vested in 16 quarters starting as of October, 2008 each quarter 3,897 shares.
(8) Mr. Alon Carmel commenced to receive compensation as of August 1, 2010. For further details regarding Mr. Carmel’s compensation, please see “Relationship with Shareholders” section below.
Ami Sivan - CEO
On May 23, 2012 (the “Effective Date”) the Company entered into an Employment Agreement (the “Agreement”) with Mr. Ami Sivan, dated May 15, 2012, pursuant to which Mr. Sivan shall serve as CEO of the Company. Pursuant to the Agreement, Mr. Sivan shall designate eighty percent of his time towards the business and affairs of the Company and its subsidiary. For each of the six months following the Effective Date (the “Initial Period”) Mr. Sivan shall be paid a monthly gross salary of twenty five thousand (25,000) NIS. Thereafter, Mr. Sivan shall be paid a monthly gross salary of 27,500 NIS. In addition, Mr. Sivan shall be reimbursed for certain ongoing professional expenses. In September 2012 we agreed with Mr. Sivan on reduction of $2,500 of his monthly salary. In 2012 Pimi has paid Mr. Sivan the total sum of 245,194 NIS ($63,687), as consideration under his employment agreement.
In addition under the 2009 Share Incentive Plan Mr. Sivan is entitled to 280,000 options for 280,000 shares of the Company’s common stock, to be vested to him in three years, on each anniversary of commencement of his employment with the Company; 93,333 options annually. The exercise price per each common stock share is $0.8.
Youval Saly - Former CEO
Pimi entered into an Employment Agreement on November 27, 2006 with Mr. Saly. On October 29, 2008, we entered into an Addendum to the Employment Agreement. Mr. Saly is entitled to total compensation of 50,000 NIS ($13,086) plus VAT per month starting October 2008. This consideration is paid against VAT receipt and covers all social benefits, car maintenance and cellular phone expenses of Mr. Saly. Mr. Saly has taken upon himself the payment for the social security, the pension fund and any other social insurance and benefits. On August 2010, we agreed with Mr. Saly we would pay him 30,000 NIS ($7,851) per month and then he could work at another job until we raise additional funds. On February 2011 we agreed to raise his payment to 40,000 NIS ($10,468) per month, and on March 2011 we agreed with him he will return to full time job (180 hours per month) and he will be paid 50,000 NIS ($13,086) per month. Further on, as of November 2011, we agreed on reduction of fifty percent (50%) of Mr. Saly's monthly compensation, for a period of two (2) upcoming months. Within the period commencing January 2012 and until August 23, 2012 (three months following the effective date of cessation of his employment) Mr. Saly's monthly compensation was 50,000 NIS. Pimi has paid Mr. Saly the total sum of 388,333NIS ($100,866) and 550,000 NIS ($153,541) in 2012 and 2011 respectively, as consideration under his employment agreement.
In addition under the 2009 Share Incentive Plan Mr. Saly was entitled to 311,773 options for 311,773 shares of the Company’s common stock, which were vested to him in 16 quarters starting as of December 2007; 19,486 options each quarter. The exercise price per each common stock share was $0.01. On June 15, 2011 Mr. Saly has exercised the options and received 311,773 shares of Common Stock of the Company.
Nimrod Ben Yehuda - CTO
According to an agreement dated November 13, 2005, as amended on November 16, 2006, and of April 28, 2009, Mr. Ben Yehuda has been appointed as Pimi's CTO. Mr. Ben Yehuda is entitled to a monthly gross salary of 25,000 NIS ($6,543), plus benefits such as executive insurance, education fund at the rate of 10% (7.5% contribution by us), and disability insurance. Furthermore, Mr. Ben Yehuda is entitled to a credit card for approved expenses, including traveling expenses, a fully paid rental car (including taxes assessed for private use) and a mobile phone which will be fully covered by the Company. Mr. Ben Yehuda devotes approximately 180 hours a month in connection with his full-time employment with the Company, and devotes 100% of his working time to the business and affairs of the Company. On August 2010 we agreed with Mr. Ben Yehuda that his gross salary will be reduced to 15,000 NIS ($3,927) per month until additional funds will be raised. On February 2011, we agreed with Mr. Ben Yehuda that his salary will be set again to 25,000 NIS ($6,543) per month. In November 2011 we agreed on reduction of fifty percent (50%) percent of Mr. Ben Yehuda's salary for a period of two (2) upcoming months. Between January 1st and August 31st, 2012 Mr. Ben Yehuda's monthly gross salary was 25,000 NIS. In September 2012 we agreed with Mr. Ben Yehuda on reduction of 10,000 NIS of his monthly salary. Pimi has paid Mr. Ben Yehuda the total sum of 415,358 NIS ($107,885) and 458,228 NIS ($127,922) in 2012 and 2011, respectively.
Avi Lifshitz - CFO
Pimi has entered into a Personal Service Agreement in November 2008 with accountant Mr. Avi Lifshitz and Ad wise Ltd., a company under the control of Mr. Lifshitz ("Ad wise"), under which Ad Wise and Mr. Lifshitz are entitled together to a total consideration of 10,000 NIS ($2,617) plus VAT per month as from October 2008, and to additional 1,667 NIS ($436) per month, commencing July 1, 2009. Unless Pimi raises capital from an external investors in a sum exceeding $1,000,000, Pimi shall pay Mr. Lifshitz and Ad wise, on behalf of the consideration, a monthly sum of 5,000 NIS ($1,309) plus VAT, and the balance of the consideration shall accrue for the benefit of Mr. Lifshitz and Ad wise and shall be paid to them following the aforesaid raising of capital. The consideration to Mr. Lifshitz is paid as salary and the consideration to Ad wise is paid against VAT receipt. In November 2011 we agreed on reduction of fifty percent (50%) of Mr. Lifshitz's monthly compensation for a period of two (2) upcoming months. The consideration covers taxes, national insurance, pension fund and/or any other social insurance and/or benefits, car maintenance and cellular phone expense. In September 2012 we agreed with Mr. Lifshitz and Ad wise on reduction of 10,000 NIS of their monthly consideration. Pimi expenses under this Personal Service Agreement amounted to the total sum of 118,788 NIS ($30,854) and 116,341 ($32,478) in 2012 and 2011, respectively. Mr. Lifshitz's works approximately 36 hours a month in connection with the business and affairs of the Company and his position is considered to be part-time. Mr. Lifshitz devotes approximately 20% of his working time to the business of the Company.
In addition under the 2009 Share Incentive Plan Mr. Lifshitz was entitled to 62,355 options for 62,355 shares of the Company’s common stock which were vested to him in 16 quarters commencing as of October 1, 2008; 3,897 options each quarter. The exercise price per each Ordinary share is U.S $0.72 per share.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth the number of and percent of the Company's common stock beneficially owned by:
· all directors and nominees, naming them,
· our executive officers,
· our directors and executive officers as a group, without naming them, and
· persons or groups known by us to own beneficially 5% or more of our Common Stock or our Preferred Stock having voting rights:
The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our capital stock outstanding on March 12, 2013, and all shares of our common stock issuable to that person in the event of the exercise of outstanding options and other derivative securities owned by that person which are exercisable within 60 days of March 12, 2013. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our capital stock owned by them.
(1) This column represents the total number of votes each named stockholder is entitled to vote upon matters presented to the shareholders for a vote.
(2) Applicable percentage ownership is based on 9,336,487 shares of Common Stock outstanding as of March 12, 2013, together with securities exercisable or convertible into shares of Common Stock within 60 days of March 12, 2013, for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of March 12, 2013, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(3) For the terms of Voting Agreement between Alon Carmel, Nir Ecology and Omdan Consulting and Instruction Ltd see Certain Relationship and Related Transactions.
(4) This number is comprised of 52,548 shares owned by Shorrer International Ltd., a company which is to the best of the Company’s knowledge under the control of Mr. Shorrer, and 31,177 options which became vested under Mr. Shorrer’s option agreement.
(5) On March 12, 2013 Mr. Shorrer was granted 48,000 options for 48,000 shares of Common stock to be vested over 12 quarters, 4,000 options each quarter, commencing on March 1, 2013. The exercise price per each common stock share is $1.00.
(6) The shares are owned by Nir Ecology Ltd, a company under the control of Mr. Ben Yehuda and are held in trust for Nir Ecology by a trustee.
(7) A company owned by Mr. Eitan Shmueli and his wife Mrs. Vivy Shmueli. Mr. Shmueli was the Co-Founder of Pimi Israel and serves as Pimi’s legal Advisor in Israel. This number is comprised of 854, 762 shares and 25,000 warrants owned by Omdan, and 50,771 shares owned by Mr. Eitan Shmueli, which were purchased on December 30, 2010. The shares owned by Omdan and Mr. Shmueli are held by trustees.
(8) This number represents the amount of options which became vested under Mr. Lifshitz’ option agreement.
(9) This number is comprised of 437,500 shares of our common stock owned by M.Y.A.SH. Entrepreneurship & Projects Ltd. and warrants to purchase 437,500 shares of our common stock, exercisable until 31.12.2013, exercise price of $0.8 per each common stock share.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Shareholder Agreement
Our shareholders Alon Carmel ("Carmel"), Omdan Consulting and Instructing Ltd. a company under the control of Advocate Eitan Shmueli and his wife Mrs. Vivy Shmueli ("Omdan"), Nir Ecology Ltd. ("Nir") a company under the control of Mr. Nimrod Ben Yehuda our CTO, by Ashdor Asset Management and Trust Ltd. (that held the shares in trust for Nir) (collectively the "Shareholders"), entered into an agreement on February 24, 2009 (the "Shareholders Agreement"). Under the Shareholders Agreement, the Shareholders have agreed to vote their shares in the annual general meeting of the shareholders. Omdan and Nir will vote for 2 directors which will be proposed by Mr. Carmel. Mr. Carmel and Nir will vote for one director which will be proposed by Omdan, and Mr. Carmel and Omdan will vote for one director which will be proposed by Nir. The parties agreed that in case Mr. Carmel holds less than 15% but more than 7.5% of Pimi's outstanding share capital, Omdan and Nir shall vote for only one director which will be proposed by Mr. Carmel. In case the holdings of any party are less than 7.5% of Pimi's outstanding share capital, other two parties will not be obligated to vote for the director proposed by such party. In case the number of directors appointed by the parties is more than 4 directors, the parties will appoint an even number of directors. In case six directors are to be appointed, Mr. Carmel will propose the fifth director and Omdan and Nir will vote for him, Nir will propose the sixth director and Mr. Carmel and Omdan will vote for him. In case eight directors are to be appointed, Mr. Carmel will propose the seventh director and Omdan and Nir will vote for such director. Omdan will propose the eighth director and Mr. Carmel and Nir will vote for him. In case there is no unanimous consent between the Shareholders with regard to the identity of an external director, the Shareholders will vote against the appointment of such external director at any general meeting it is presented for approval. In an addendum to the Shareholders Agreement dated April 23, 2009, Nir and Omdan agreed that in case of liquidation of the Company or a sale of the majority of its shares to an investor (collectively, the “Sale”) under which Carmel will receive consideration of less than $965,000, they will pay to Carmel the balance up to $965,000, out of the sum they have received under the Sale.
Relationship with Shareholders
On July 12, 2004 Nir and Machteshim Chemical Works Ltd. ("Machteshim") entered into an agreement (the "Assignment Agreement"), under which Machteshim transferred to Pimi Israel, all of its rights in the know-how and/or information relating to the product known as MC-10, which is the previous name of the Pimi Israel's product SpuDefender™ (the "Product"). In addition, Machteshim assigned to Pimi Israel all the rights in the patents and/or patent applications and/or licenses and/or documents related to the Product. Under the Assignment Agreement, Machteshim undertook to register, at its own expense, all the rights in the patent and/or patent application, relating to the Product, in the countries set out in an appendix to Assignment Agreement. If Machteshim does not register the patents, it will transfer all the required documents to Nir, or any party on its behalf, and Nir, or any party on its behalf, shall carry out the registration. Under an agreement dated November 11, 2005 between Nir and Pimi Israel, Nir declared and confirmed that the know-how and patents and patent applications and/or licenses relating to the Product, which were assigned to Pimi Israel by Machteshim under the Assignment Agreement (collectively, the "Intellectual Property"), belong exclusively to Pimi Israel, except for the right of use of the Intellectual Property for water treatment applications which was granted irrevocably and exclusively on a world-wide basis to Nir or to its controlling shareholders (or any company in which Nir is controlling shareholder or have an interest). Nir undertook to sign all necessary documents for the completion of the assignment of the Intellectual Property to Pimi Israel.
Nir has been engaged in treatment of Pimi Israel's patents and IP during the years 2006-2009 and has incurred expenses related to such services. During 2008, Pimi Israel has agreed to pay to Nir for these services and in reimbursement of the expenses incurred by it a sum of NIS 100,000 (US$ 26,490).
Nir is the Israeli agent of a supplier of one of the raw materials utilized by Pimi Israel in the formulation of its products. During the development stage of its formulation, Pimi Israel imported to Israel the raw materials in order to formulate its products. Under an agreement dated November 11, 2005, Pimi Israel purchased from Nir such raw materials at cost plus a 10% handling commission. Under this agreement, Pimi Israel paid to Nir as a consideration for import of the materials and as handling commission, an amount of 150,343 NIS ($41,971) and 31,167 NIS (US$ 8,095) for the years 2011 and 2012 respectively.
On December 30, 2010 the Company issued to Nir 34,013 shares of Common Stock, for the sum of $20,408 ($0.6 per share of Common Stock) which was paid by Nir.
On August 2010 we entered into an agreement with Mr. Alon Carmel, our Chairman of the Board, and one of our major shareholders, pursuant to which Mr. Carmel (or a company under his control) will receive $3,000 per month in consideration for services rendered as Chairman of the Board. On December 30, 2010 we issued to Mr. Carmel 25,000 shares of Common Stock, for the sum of $15,000 ($0.6 per share of Common Stock), which was paid by Mr. Carmel.
Mr. Eitan Shmueli (the controlling shareholder of Omdan) and Mr. Nimrod Ben Yehuda, have guaranteed to Bank Hapoalim a line of credit of 60,000NIS ($15,703) granted to Pimi Israel.
Legal Services
Eitan, Mehulal & Sadot Advocates and Patent Attorneys Law offices (“EMS”), in which Mr. Eitan Shmueli (a controlling shareholder of Omdan, one of our shareholders), is a partner, has a retainer and other consulting agreements with Pimi. As of November 2011, we agreed on reduction of fifty percent (50%) of EMS monthly fee, for a period of two (2) upcoming months. Pimi has paid to EMS total legal fee of 198,260 NIS ($51,496) and 155,599 NIS ($43,438) in the years 2012 and 2011, respectively.
On December 30, 2010 the Company issued 70,000 shares of its Common Stock to Ashdor Assets Managements and Trusts Ltd. (a trust company under the control of Mr. Eitan Shmueli, who is one of the major shareholders of our company through Omdan Consulting and Instructing Ltd.), which holds the shares in trust for four EMS attorneys, including Mr. Shmueli (who purchased 50,771 shares), in total sum of $42,000 ($0.6 per share of Company’s Common Stock).
Director Independence
Our Board of Directors has determined that Doron Shorrer is an “independent director” as that term is defined in the listing standards of the NYSE Amex
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
*Portions of exhibit 10.20 have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Ami Sivan
Chief Executive Officer
March 25, 2013
Ami Sivan
(Principal Executive Officer)
/s/ Avi Lifshitz
Chief Financial Officer
March 25, 2013
Avi Lifshitz
(Principal Financial Officer and Principal Accounting Officer)
/s/ Alon Carmel
Chairman of the Board
March 25, 2013
Alon Carmel
/s/ Nimrod Ben-Yehuda
Chief Technology Officer, Director
March 25, 2013
Nimrod Ben-Yehuda
/s/ Doron Shorrer
Director
March 25, 2013
Doron Shorrer