0001213900-21-044599 | 6-K | XBRL Viewer | Cellect Biotechnology LTD

Document And Entity Information	6 Months Ended
Document And Entity Information	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	Cellect Biotechnology Ltd.
Document Type	6-K
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001671502
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity File Number	000-00000

Consolidated Statements of Cash Flows ₪ in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2021 ILS (₪)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 ILS (₪)
Changes in asset and liability items:
Operating activities for changes in asset and liability	₪ (543)	$ (167)	₪ (1,226)
(a) Non-cash activities:
Issuance expenses related to fund raising			₪ 93

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Interim Financial Statements

Interim Financial Statements:

The accompanying consolidated balance sheet as of June 30, 2021, the consolidated statements of comprehensive loss and the consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, as well as the statement of changes in shareholders’ equity for the six months ended June 30, 2021, are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the IFRS as issued by the International Accounting Standards Board (“IASB”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. In the management’s opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of June 30, 2021, as well as its results of operations and cash flows for the six months ended June 30, 2021 and 2020. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.

The accompanying unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021.

The interim consolidated financial statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”.

The significant accounting policies applied in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the annual consolidated financial statements, except as described below:

Estimates and assumptions

Estimates and assumptions:

The preparation of the Company’s financial statements requires management to make estimates and assumptions that influence application of the accounting policies and on the reported amounts of assets, liabilities, and expenses. Changes in accounting estimates are reported in the period of the change in estimate.

The key assumptions made in the financial statements concerning uncertainties at the reporting date and the critical estimates computed by the Company that may result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

●

Determining the fair value of share-based transactions:

The fair value of share-based transactions is determined upon initial recognition using acceptable option pricing models. The model is based on per-share price data and the exercise price and assumptions regarding expected volatility, expected life, expected dividend and risk-free interest rate.

Convenience translation into U.S. dollars

Convenience translation into U.S. dollars:

The consolidated financial statements as of June 30, 2021 and for the six months then ended have been translated into U.S. dollars using the exchange rate of the U.S. dollar as of June 30, 2021 (U.S. $1.00 = NIS 3.26). The translation was made solely for convenience purposes.

The dollar amounts presented in these financial statements should not be construed as representing amounts that are receivable or payable in dollars or convertible into dollars, unless otherwise indicated.

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2021

Disclosure of share-based payment arrangements [text block] [Abstract]

Schedule of number of share options and weighted average exercise prices

	December 31, 2020 (audited)					June 30, 2021 (unaudited)
	Number of options			Weighted average exercise price		Number of options			Weighted average exercise price
				NIS					NIS

Outstanding at beginning of period		22,093,504			0.59		48,895,227			0.30
Options forfeited		(617,572	)		1.25		-			-
Option expired		(1,990,305	)		1.14		(4,000,000	)		0.14
Granted		29,409,600			0.09		-			-

Outstanding at end of period		48,895,227			0.30		44,895,227			0.28
Options exercisable at the end of the period		21,915,304			6.3		21,343,752			7.2

Schedule of fair value of the options under the Black-Scholes option pricing model

	2020		2021

Dividend yield (%)		0		0
Expected volatility of the share prices (%)		84.54%-87.53%		-
Risk-free interest rate (%)		0.69%-1.85%		-
Expected life of share options (years)		10		-

General (Details) ₪ in Thousands, $ in Thousands	1 Months Ended	6 Months Ended
General (Details) ₪ in Thousands, $ in Thousands	Mar. 24, 2021	Jun. 30, 2021 ILS (₪) shares	Jun. 30, 2021 USD ($)
General (Details) [Line Items]
Merger agreement description	the Company announced that its Board of Directors approved a definitive Merger Agreement (the “Merger Agreement”) with Quoin Pharmaceuticals, Inc. (“Quoin”), a pharmaceutical company focused on rare and orphan diseases. Under the terms of the Merger Agreement, (i) CellNMS, Inc., a wholly-owned subsidiary of Cellect, will merge with and into Quoin, which will become a wholly-owned subsidiary of Cellect (the “Merger”), and (ii) upon consummation of the Merger, Cellect shareholders will own approximately 25% of the Cellect’s outstanding ordinary shares, and the shareholders of Quoin will own approximately 75% of Cellect’s outstanding ordinary shares. These percentages are based on the number of outstanding ordinary shares before the investment of Altium Capital (described hereafter). In connection with the Merger, Quoin has secured $25 million in committed equity funding from Altium Capital, a highly regarded institutional healthcare investor. The Merger Agreement provides for certain dilution protections for the pre-closing Cellect shareholders in connection with such equity financing.
Accumulated deficit		₪ 128,786	$ (39,505)
American Depositary Shares [Member]
General (Details) [Line Items]
Aggregate of ordinary shares		100

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Equity (Details) ₪ in Thousands					1 Months Ended		6 Months Ended
Equity (Details) ₪ in Thousands	Apr. 13, 2021 shares	May 12, 2020 $ / shares shares	Jan. 07, 2020 $ / shares shares	Feb. 12, 2019	May 20, 2019	Feb. 28, 2019 $ / shares	Jun. 30, 2021 ILS (₪) shares	Jun. 30, 2021 $ / shares shares
Equity (Details) [Line Items]
Treasury shares \| shares							2,641,693	2,641,693
Description of underwritten public offering				the Company sold to certain institutional investors an aggregate of 1,889,000 units, each consisting of (i) one ADS, and (ii) one warrant to purchase one ADS, at a public offering price of $1.50 per unit ($7.5 after split), and (b) 2,444,650 pre-funded units, each consisting of (i) one prefunded warrant to purchase one ADS, and (ii) one warrant, at a public offering price of $1.49 per Pre-funded unit. In connection with the offering, the Company granted the underwriters a 45-day option to purchase up to an additional 650,070 ADSs and/or 650,070 warrants to purchase up to an additional 650,070 ADSs. The underwriters partially exercised their over-allotment option to purchase an aggregate of 350,000 additional ADS and additional warrants to purchase 650,070 ADSs. Subsequently, of the pre-funded warrants issued, the Company issued 2,444,650 ADSs upon exercise of pre-funded warrants. The Company raised gross proceeds of NIS 25,422 (NIS 20,796 net of all issuance costs in the amount of NIS 4,626, including share-based awards granted). An amount of NIS 13,505 out of the consideration was related to the ADSs and classified as equity component, while an amount of NIS 8,999 was related to the fair value of the non-tradable Warrants and was classified as a liability.
Warrant exercise price \| $ / shares								$ 7.5
Warrants exercisable term							5 years
Warrants exercised \| shares	12,246	534,160
ADS shares, description		The 534,160 of the warrants were exercised resulting in gross proceeds to the Company of NIS 5,204 (NIS 4,591 net of issuance costs in the amount of NIS 613).
Increase Decrease in Fair Value \| ₪							₪ 3,672
Description of warrant exercised					the board of directors approved a grant to a consultant of 672,264 warrants, exercisable for 672,264 ADSs of the Company at an exercise price of USD 0.01 per ADS. On January 31, 2020, the warrants were exercised.
Gross proceeds, description							The company raised gross proceeds of NIS 10,410 (NIS 9,194 net of all issuance costs in the amount of NIS 1,216).
ADS [Member]
Equity (Details) [Line Items]
Purchase of unlisted warrants \| shares							109,642
Warrant exercise price \| $ / shares		$ 2.75				$ 2.75
Original exercise price per ADS \| $ / shares						$ 7.5
Number of shares investors \| shares			1,000,000
Direct offering \| $ / shares			$ 3

Equity (Details) - Schedule of changes in share capital - shares

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Schedule of changes in share capital [Abstract]

Balance at beginning

^[1]

390,949,079

224,087,799

Issuance of shares and warrants

1,224,600

100,000,000

Exercise of warrants

66,861,280

Balance at ending

^[1]

392,173,679

390,949,079

[1]	Net of 2,641,693 treasury shares of the Company, held by the Company.

Share-Based Compensation (Details) - Schedule of number of share options and weighted average exercise prices - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Schedule of number of share options and weighted average exercise prices [Abstract]
Number of options, Outstanding at beginning of period	48,895,227	22,093,504
Weighted Average Exercise price, Outstanding at beginning of period	$ 0.30	$ 0.59
Number of options, Options forfeited		(617,572)
Weighted Average Exercise price, Options forfeited		$ 1.25
Number of options, Option Expired	(4,000,000)	(1,990,305)
Weighted Average Exercise price, Option Expired	$ 0.14	$ 1.14
Number of options, Granted		29,409,600
Weighted Average Exercise price, Granted		$ 0.09
Number of options, Outstanding at end of period	44,895,227	48,895,227
Weighted Average Exercise price, Outstanding at end of period	$ 0.28	$ 0.30
Number of options, Options exercised for shares	21,343,752	21,915,304
Weighted Average Exercise price, Options exercised for shares	$ 7.2	$ 6.3

Label	Element	Value
EquityValue	cbl_EquityValue	$ 38,955,000
EquityValue	cbl_EquityValue	(2,891,000)
EquityValue	cbl_EquityValue	5,196,000
EquityValue	cbl_EquityValue	(39,505,000)
EquityValue	cbl_EquityValue	1,755,000
EquityValue	cbl_EquityValue
RestrictedCashNetValue	cbl_RestrictedCashNetValue	$ 2,000
RestrictedCashNetValue	cbl_RestrictedCashNetValue
RestrictedCashNetValue	cbl_RestrictedCashNetValue
Long-Lived Assets	us-gaap_NoncurrentAssets	$ 2,331,000
Long-Lived Assets	us-gaap_NoncurrentAssets	$ 1,922,000
Long-Lived Assets	us-gaap_NoncurrentAssets	$ 589,000
RightOfUseAssetsUnderOperatingLease	cbl_RightOfUseAssetsUnderOperatingLease	$ 705,000
RightOfUseAssetsUnderOperatingLease	cbl_RightOfUseAssetsUnderOperatingLease	$ 499,000
RightOfUseAssetsUnderOperatingLease	cbl_RightOfUseAssetsUnderOperatingLease	$ 153,000
FinancialIncome	cbl_FinancialIncome	$ 98,000
FinancialIncome	cbl_FinancialIncome	$ 256,000
FinancialIncome	cbl_FinancialIncome	$ 78,000
FinancialExpenses	cbl_FinancialExpenses	$ (3,850,000)
FinancialExpenses	cbl_FinancialExpenses	$ (1,424,000)
FinancialExpenses	cbl_FinancialExpenses	$ (437,000)

Significant Accounting Policies (Details)	6 Months Ended
Significant Accounting Policies (Details)	Jun. 30, 2021
Disclosure of significant accounting policies [text block] [Abstract]
Description of translated exchange rate	The consolidated financial statements as of June 30, 2021 and for the six months then ended have been translated into U.S. dollars using the exchange rate of the U.S. dollar as of June 30, 2021 (U.S. $1.00 = NIS 3.26). The translation was made solely for convenience purposes.

Share-Based Compensation (Details) - ILS (₪)	6 Months Ended	12 Months Ended
Share-Based Compensation (Details) - ILS (₪)	Jun. 30, 2021	Dec. 31, 2020	Nov. 19, 2020
Share-Based Compensation (Details) [Line Items]
Increase option pool			21,500,000
Total options pool			58,600,000
Fair value of options granted	₪ 0	₪ 1,654

Contingent Liabilities and Commitments (Details) ₪ in Thousands	Jun. 30, 2021 ILS (₪)
Disclosure of commitments and contingent liabilities [text block] [Abstract]
Restricted bank deposit to secure credit card payments	₪ 50
Restricted bank deposit to secure the rent payment	₪ 164