Negevtech Ltd. We have acted as counsel to Negevtech Ltd., a company limited by shares, formed and existing under the laws of the State of Israel (the “Company”), in connection with the Series BB Preferred Share Purchase Agreement dated March 22, 2006 (the “Share Purchase Agreement”) between the Company and yourselves and all the Schedules, Exhibits and all ancillary documents related thereto (the “Transaction Documents”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Transaction Documents. In connection with the opinions set forth below, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate for the purpose of this opinion. In our examination, we have assumed the due execution and delivery of documents by the parties (other than the Company) thereto (pursuant to due authorization), the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents and legal capacity of all signatories to such documents. The opinions hereinafter expressed are qualified to the extent that the validity or enforceability of any of the agreements, documents or obligations referred to herein may be limited by, subject to or affected by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or by statutory or decisional law concerning recourse by creditors to security in the absence of notice and hearing, or by general equitable principles, or by the discretionary powers of any court or administrative body. We do not express any opinion herein as to the availability of any equitable or other specific remedy, including specific performance, upon breach of any of the agreements, documents or obligations referred to herein. Beit Oz, 00 Xxxx Xxxxxx Xx., Xxxxx Xxx 00000, Israel n Tel: +000 (0) 000 0000 n Fax: +000 (0) 000 0000 Email: xxxx@xxxxxxxx.xx.xx n Web: xxx.XxxxxXxx.xx.xx Insofar as this opinion relates to factual matters, information with respect to which is in possession of the Company, we have relied (without independent investigation) upon the representations by the Company in the...
Negevtech Ltd is a limited company duly organised and validly existing under the laws of Israel; and Negevtech Inc. is a limited corporation, duly organised and validly existing, under the laws of the State of Delaware.
Negevtech Ltd. CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. dollars in thousands) REVENUES 15,856 3,290 COST OF REVENUES 8,918 2,245 615 GROSS PROFIT (LOSS) 6,938 1,045 (615 ) Research and development expenses 9g 9,158 7,043 6,650 L e s s - royalty bearing participation from the Government of Israel 1,524 2,000 2,100 RESEARCH AND DEVELOPMENT EXPENSES - net 7,634 5,043 4,550 MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES, net 9h 12,932 4,703 2,922 NON-CASH EXPENSES IN RESPECT OF CONVERSION OF FOUNDERS’ ORDINARY SHARES INTO ORDINARY PREFERRED SHARES 6,437 OPERATING LOSS 13,628 15,138 8,087 FINANCIAL EXPENSES (INCOME), net: NON-CASH EXPENSES IN RESPECT OF CONVERSION OF CONVERTIBLE LOANS FROM SHEREHOLDERS 1,251 OTHER FINANCIAL EXPENSES (INCOME), net 1,232 188 (123 ) LOSS FOR THE PERIOD 16,111 15,326 7,964 NEGEVTECH LTD. STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (U.S. dollars in thousands, except share amounts) BALANCE AT JANUARY 1, 2003 2,508,392 12,071,278 36 36,588 (31 ) 194 (12,724 ) 24,063 Warrants issued to service providers 25 25 Issuance expenses (1 ) (1 ) Exercise of warrants 71,829 (a ) 53 (53 ) (a ) Exercise of employee stock options 2,500 1 1 Amortization of deferred stock-based compensation 24 24 Loss (7,964 ) (7,964 ) BALANCE AT DECEMBER 31, 2003-forward 2,582,721 12,071,278 37 36,640 (7 ) 166 (20,688 ) 16,148
Negevtech Ltd. CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. dollars in thousands) Loss for the period (16,111 ) (15,326 ) (7,964 ) Adjustments required to reconcile loss to net cash used in operating activities: Depreciation and amortization 1,838 649 439 Accrued severance pay - net (6 ) (32 ) 34 Issuance of warrants to service providers 12 25 Amortization of debt insurance cost 435 Amortization of deferred stock based compensation in respect of options granted to employees 7 24 Interest expenses related to convertible loan 310 50 Interest expense in respect of conversion of convertible loans from shareholders 1,251 Non cash expenses in respect of conversion of founders’ ordinary-shares into ordinary preferred shares 6,437 Changes in operating asset and liability items: Decrease (increase) in trade accounts receivable (2,490 ) 311 (1,040 ) Decrease (increase) in other accounts receivable (104 ) (910 ) 407 Increase in inventories (9,707 ) (4,475 ) (4,127 ) Increase (decrease) in trade payables 1,876 2,263 (12 ) Increase in other accounts payable and accruals 1,112 798 25 Increase (decrease) in deferred revenues 550 (1,040 ) 1,040 Net cash used in operating activities (21,046 ) (11,256 ) (11,149 ) Purchase of fixed assets (1,303 ) (2,978 ) (321 ) Long-term deposit 8 (1,094 ) (24 ) Short-term deposit 32 1,503 (1,535 ) Net cash used in investing activities (1,263 ) (2,569 ) (1,880 ) Short-term bank credit - net (243 ) 243 Long term bank loan 2,500 Long term loan from other 7,700 Repayment of long term bank loan (834 ) (486 ) Proceeds from convertible loan received 9,404 5,000 Exercise of warrants by a service providers * * Exercise of Employee stock options 7 * 1 Issuance of share capital, net of share issuance expenses 7,377 12,349 Net cash provided by financing activities 23,411 7,257 12,350 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,102 (6,568 ) (679 ) BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR 254 6,822 7,501 BALANCE OF CASH AND CASH EQUIVALENTS AT END OF THE YEAR 1,356 254 6,822 Supplementary information on operating and financing activities not involving cash flows: During 2005, an inventory in the amount of $3,487 thousands was recategorized as fixed assets. *** Text omitted and filed separately with the Securities and Exchange Commission pursuant to 17 CFR § 230.406 and § 200.80(b)(4).
Negevtech Ltd. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 8 – SHAREHOLDERS’ EQUITY (continued):
Negevtech Ltd. Capitalization Table (on a fully diluted basis) as of March 29, 2007 Total 624,949 5,761,563 13,144,070 1,659,779 3,597,106 8,152,256 Total 1,556,437 5,859,274 4,338,096 35,715,751 100 % 44,693,530 100 %
Negevtech Ltd. Schedule 1 Options Granted to
Negevtech Ltd. CONSOLIDATED BALANCE SHEETS (U.S. dollars in thousands)
