Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2021 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2021 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-36581 |
Entity Registrant Name | Vascular Biogenics Ltd. |
Entity Central Index Key | 0001603207 |
Entity Address, Address Line One | 8 HaSatat St |
Entity Address, City or Town | Israel |
Condensed Interim Statements of
Condensed Interim Statements of Financial Position (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 31,660 | $ 13,184 |
Restricted bank deposits | 151 | |
Short-term bank deposits | 25,131 | 17,110 |
Trade receivables | 129 | |
Other current assets | 1,017 | 1,419 |
Total current assets | 57,808 | 31,993 |
Non-current assets: | ||
Restricted bank deposits | 361 | 362 |
Long-term prepaid expenses | 222 | 241 |
Funds in respect of employee rights upon retirement | 337 | 354 |
Property, plant and equipment, net | 6,439 | 6,632 |
Operating lease right-of-use assets | 2,173 | 2,124 |
Total non-current assets | 9,532 | 9,713 |
Total assets | 67,340 | 41,706 |
Accounts payable: | ||
Trade | 2,487 | 1,960 |
Other | 4,864 | 4,275 |
Deferred revenue | 752 | 725 |
Current maturity of operating leases liability | 477 | 393 |
Current maturity of finance lease liability | 106 | |
Total current liabilities | 8,580 | 7,459 |
Non-current liabilities: | ||
Liability for employee rights upon retirement | 452 | 474 |
Deferred revenue | 352 | 704 |
Operating lease liability | 1,946 | 2,029 |
Other non-current liability | 155 | 123 |
Total non-current liabilities | 2,905 | 3,330 |
Commitments | ||
Total liabilities | 11,485 | 10,789 |
Ordinary shares subject to possible redemption, 615,366 shares at redemption value (see note 4b) | 1,598 | |
Shareholders’ equity: | ||
Ordinary shares, NIS 0.01 par value; Authorized as of June 30, 2021 and December 31, 2020, 150,000,000 shares; issued and outstanding as of June 30, 2021 and December 31, 2020 61,421,159 and 48,187,463 shares, respectively (excluding 615,366 and -0- shares subject to possible redemption, as of June 30, 2021 and December 31, 2020, respectively) | 148 | 108 |
Additional paid in capital | 292,017 | 252,561 |
Warrants | 8,556 | 10,401 |
Accumulated deficit | (246,464) | (232,153) |
Total equity | 54,257 | 30,917 |
Total liabilities, ordinary shares subject to possible redemption and shareholders’ equity | $ 67,340 | $ 41,706 |
Condensed Interim Statements _2
Condensed Interim Statements of Financial Position (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Ordinary shares, shares authorized | 150,000,000 | 150,000,000 |
Ordinary shares, shares issued | 61,421,159 | 48,187,463 |
Ordinary shares, shares outstanding | 61,421,159 | 48,187,463 |
NIS [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Ordinary shares, par value | $ 0.01 | $ 0.01 |
Condensed Interim Statements _3
Condensed Interim Statements of Net Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenues | $ 188 | $ 158 | $ 373 | $ 524 |
Cost of revenues | (89) | (21) | (179) | (166) |
Gross profit | 99 | 137 | 194 | 358 |
Research and development expenses, net | 6,642 | 4,664 | 11,411 | 9,173 |
General and administrative expenses | 1,481 | 1,338 | 3,154 | 2,677 |
Operating loss | 8,024 | 5,865 | 14,371 | 11,492 |
Financial income | (3) | (45) | (87) | (335) |
Financial expenses | 7 | 11 | 27 | 26 |
Financial income, net | 4 | (34) | (60) | (309) |
Net loss and comprehensive loss | $ 8,028 | $ 5,831 | $ 14,311 | $ 11,183 |
Loss per share (see note 3) | ||||
Basic and diluted | $ 0.12 | $ 0.14 | $ 0.24 | $ 0.28 |
Weighted average shares outstanding | ||||
Basic and diluted | 68,092,953 | 42,674,526 | 60,075,863 | 39,354,355 |
Condensed Interim Statements _4
Condensed Interim Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Warrants [Member] | Retained Earnings [Member] | Total | Ordinary Shares Subject to Possible Redemption [Member] |
Beginning balance, value at Dec. 31, 2019 | $ 73 | $ 235,974 | $ 7,904 | $ (207,928) | $ 36,023 | |
Balance at beginning, shares at Dec. 31, 2019 | 35,882,928 | |||||
Net loss | (11,183) | (11,183) | ||||
Issuance of ordinary shares | $ 35 | 12,624 | 4,313 | 16,972 | ||
Issuance of ordinary shares, shares | 12,013,808 | |||||
Expired warrants | 1,816 | (1,816) | ||||
Share based compensation | 917 | 917 | ||||
Ending balance, value at Jun. 30, 2020 | $ 108 | 251,331 | 10,401 | (219,111) | 42,729 | |
Balance at end, shares at Jun. 30, 2020 | 47,896,736 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 108 | 252,561 | 10,401 | (232,153) | 30,917 | |
Balance at beginning, shares at Dec. 31, 2020 | 48,187,463 | |||||
Net loss | (14,311) | (14,311) | ||||
Issuance of ordinary shares, net of issuance costs | $ 26 | 29,693 | 29,719 | |||
Issuance of ordinary shares, net of issuance costs, shares | 8,371,790 | |||||
Issue of Ordinary shares subject to possible redemption | $ 2 | |||||
Issue of Ordinary shares subject to possible redemption, shares | 615,366 | |||||
Exercised warrants | $ 14 | 8,879 | (1,845) | 7,048 | ||
Exercised warrants, shares | 4,861,906 | |||||
Share based compensation | 884 | 884 | ||||
Ending balance, value at Jun. 30, 2021 | $ 148 | $ 292,017 | $ 8,556 | $ (246,464) | $ 54,257 | $ 2 |
Balance at end, shares at Jun. 30, 2021 | 61,421,159 | 615,366 |
Condensed Interim Statements _5
Condensed Interim Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (14,311) | $ (11,183) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 599 | 597 |
Interest income | 2 | 28 |
Net changes in operating leases | (48) | (13) |
Interest expenses on finance lease | (2) | (3) |
Exchange losses (gains) on cash and cash equivalents and restricted cash | 35 | (121) |
Changes in accrued liability for employee rights upon retirement | (5) | |
Share-based compensation | 884 | 917 |
Changes in operating assets and liabilities: | ||
Decrease in other current assets and long-term prepaid expenses | 421 | (461) |
Decrease (increase) in trade receivables | 129 | (118) |
Increase (decrease) in accounts payable: | ||
Trade | 527 | (1,228) |
Other (including other non-current liability) | 621 | (900) |
Decrease in deferred revenue | (325) | (293) |
Net cash used in operating activities | (11,473) | (12,778) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (406) | (20) |
Investment in short-term bank deposits | (25,108) | (24,000) |
Maturity of short-term bank deposits | 17,085 | 27,026 |
Net cash (used in) provided by investing activities | (8,429) | 3,006 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of ordinary shares and warrants | 31,921 | 18,647 |
Issuance costs | (2,202) | (1,537) |
Proceeds from issuance of ordinary shares subject to possible redemption | 1,598 | |
Proceeds from exercised warrants | 7,048 | |
Finance lease payments | (104) | (188) |
Net cash provided by financing activities | 38,261 | 16,922 |
INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 18,359 | 7,150 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 13,697 | 9,942 |
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (35) | 121 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 32,021 | 17,213 |
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: | ||
Right of use assets obtained in exchange for new operating lease liabilities | 230 | 65 |
Issuance of ordinary shares | 138 | |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH REPORTED IN THE STATEMENT OF FINANCIAL POSITION | ||
Cash and cash equivalents | 31,660 | 16,702 |
Restricted bank deposits included in current and non-current assets | 361 | 511 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 32,021 | 17,213 |
SUPPLEMENTARY DISCLOSURE ON CASH FLOWS | ||
Interest received | 66 | 257 |
Interest paid | $ (2) | $ 6 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 – GENERAL Vascular Biogenics Ltd. (“VBL”) was incorporated on January 27, 2000. We are a late-stage clinical biopharmaceutical company focused on the discovery, development and commercialization of first-in-class treatments for cancer and immune/inflammatory indications. Ofranergene obadenovec (“VB-111”), a Phase 3 drug candidate, is the lead product candidate in VBL’s cancer program. VB-600 series are preclinical stage antibodies targeting MOSPD2 for inflammatory and oncology indications. VB-601 is the lead mAb candidate for various inflammatory indications, which is being advanced towards IND. VB-201, a Phase 2-ready drug candidate, is VBL’s lead Lecinoxoid-based product candidate for chronic immune-related indications. VBL is engaged in an exclusive license agreement with NanoCarrier Co., Ltd. (“The License Agreement”) for the development, commercialization, and supply of VB-111 in Japan for all indications. In March 2019, VBL entered into an exclusive option license agreement with an animal health company for the development of VB-201 for veterinary use. Since its inception, VBL has incurred significant losses, and it expects to continue to incur significant expenses and losses for at least the next several years. As of June 30, 2021, VBL had an accumulated deficit of $ 246 million. VBL’s losses may fluctuate significantly from quarter to quarter and year to year, depending on the timing of its clinical trials, the receipt of payments under any future collaboration agreements it may enter into, and its expenditures on other research and development activities. As of June 30, 2021, we had cash, cash equivalents, short-term bank deposits and restricted bank deposits of $ 57.2 million. During April 2021, we entered into a purchase agreement of its ordinary shares and pre-funded warrants. Net proceeds from the issuance and sale (including partial exercise of the underwriter’s overallotment option) was approximately $ 26.4 million. Based on its current cash resources, VBL believes it will be sufficient to fund operating expenses and capital expenditure requirements until year-end 2023. VBL may seek to raise more capital to pursue additional activities. VBL may seek these funds through a combination of private and public equity offerings, government grants, strategic collaborations and licensing arrangements. Additional financing may not be available when VBL needs it or may not be available on terms that are favorable to VBL. |
BASIS OF PREPARATION OF THE FIN
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS | NOTE 2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS The accompanying unaudited condensed financial statements of VBL have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments (of a normal recurring nature) considered necessary for a fair statement of the results for the interim periods presented have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Annual Report on Form 20-F for the year ended December 31, 2020, filed by VBL with the U.S. Securities and Exchange Commission (the “Commission”). The comparative balance sheet at December 31, 2020 has been derived from the audited financial statements at that date. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES The accounting policies and calculation methods applied in the preparation of the interim financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2020 and for the year then ended. Net Loss Per Share VBL complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share of common stock is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. VBL applies the two-class method in calculating loss per share. Accretion associated with the ordinary shares subject to possible redemption is excluded from loss per ordinary share. Potentially dilutive securities have been excluded from VBL’s computation of net loss per share as such securities would have been anti-dilutive. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 4 – SHAREHOLDERS’ EQUITY a. On January 14, 2021, we entered into an ordinary share purchase agreement (Agreement) of up to $ 20 million of VBL’s ordinary shares, par value NIS 0.01 per share, with Aspire Capital Fund, LLC. The ordinary shares may be sold from time to time based on our notice to Aspire Capital over the 30-month term of the purchase Agreement. b. During January and February 2021, VBL issued 6,947,272 ordinary shares out of which (a) 4,861,906 shares issued from exercise of warrants; (b) 1,285,366 shares from the At-The-Market (ATM); and (c) sale of 800,000 shares to Aspire Capital Fund, LLC under the Agreement. The accumulated gross proceeds from the sale of the above shares was approximately $ 12.3 million. Regarding the ATM sales, VBL failed to file a prospectus supplement specifying details regarding such sales. This may have constituted a violation of Section 5 of the Securities Act and may give rise to liability under Section 12 of the Securities Act (which generally provides a rescission remedy for offers and sales of securities in violation of Section 5) as well as potential liability under the anti-fraud provisions of federal and state securities laws and state rescission laws. In such event, anyone who acquired such ordinary shares would have a right to rescind the purchase. If all the shareholders who acquired ordinary shares demanded rescission, the maximum that VBL would be obligated to repay would be approximately $ 3.5 million, plus interest. Out of the approximately $ 3.5 1.9 million of its ordinary shares. Such identified buyer has agreed to waive any rescission rights and has signed a waiver evidencing such agreement. The Securities Act generally requires that any claim brought for a violation of Section 5 of the Securities Act be brought within one year of the violation. Additionally, if it is determined that such sales did in fact violate the Securities Act, VBL may become subject to fines and penalties imposed by the SEC and state securities agencies. Based on consultation with its counsel and management assessment, VBL did not recognize any provision related to this uncertainty. VBL analyzed the classification of the ordinary shares. Based on ASC 480-10-S99-3A(f), VBL determined that since the redemption obligation is outside of its control the ordinary shares are considered as ordinary shares subject to possible redemption, $ 1,598 thousand is classified as temporary equity as ordinary shares subject to possible redemption, as reflected in the balance sheet. c. On April 9, 2021, VBL entered into a purchase agreement of (a) 5,150,265 of its ordinary shares to certain investors at a price of $ 1.90 per ordinary share and (b) pre-funded warrants to purchase 8,050,000 ordinary shares at price of $ 1.89 per pre-funded warrant with an exercise price of each pre-funded warrant equal to $ 0.01 per share. In addition, the underwriters exercised an option to purchase additional shares and purchased 1,751,525 additional ordinary shares. Net proceeds from the issuance and sale of 6,901,790 ordinary shares and 8,050,000 pre-funded warrants was approximately $ 26.4 million, after deducting the underwriting discounts and commissions and the estimated offering expenses. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 5 – REVENUE The revenues recognized for the period comprise revenues from the exclusive license agreement for the development, commercialization, and supply of VB-111 in Japan for all indications. The revenues are recognized according to ASC 606, “Revenues from Contracts with Customers.” VBL has identified two performance obligations in The License Agreement: (1) Grant of the license and use of its IP; and (2) Company’s participation and consulting assistance services. In addition, there is a potential performance obligation regarding future manufacturing. During the period, VBL recognized revenue in an amount of $ 0.4 million. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Net Loss Per Share | Net Loss Per Share VBL complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share of common stock is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. VBL applies the two-class method in calculating loss per share. Accretion associated with the ordinary shares subject to possible redemption is excluded from loss per ordinary share. Potentially dilutive securities have been excluded from VBL’s computation of net loss per share as such securities would have been anti-dilutive. |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | ||
Apr. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Retained Earnings (Accumulated Deficit) | $ 246,464 | $ 232,153 | |
Cash, cash equivalents, short-term bank deposits and restricted cash | $ 57,200 | ||
Net proceeds from the issuance shares and pre-funded warrants | $ 26,400 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 09, 2021 | Jan. 14, 2021 | Feb. 28, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares issued, value | $ 16,972 | |||||
Ordinary shares issued, shares | 6,947,272 | |||||
Gross proceeds from sale of ordinary shares | $ 12,300 | $ 1,598 | ||||
Repayment of ordinary shares with interest | 3,500 | |||||
Redeemable securities | $ 1,598 | |||||
Identified Buyer [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Repayment of ordinary shares with interest | $ 1,900 | |||||
Aspire Capital Fund, LLC [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares issued, shares | 800,000 | |||||
At-The-Market [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares issued, shares | 1,285,366 | |||||
Warrant [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares issued, shares | 4,861,906 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares issued, value | $ 35 | |||||
Ordinary shares issued, shares | 12,013,808 | |||||
NIS [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock par value per share | $ 0.01 | $ 0.01 | ||||
Share Purchase Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares issued, value | $ 20,000 | |||||
Share Purchase Agreement [Member] | NIS [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock par value per share | $ 0.01 | |||||
Purchase Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares issued, shares | 6,901,790 | |||||
Net proceeds from issuance and sale of ordinary shares | $ 26,400 | |||||
Purchase Agreement [Member] | Investor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares issued, shares | 5,150,265 | |||||
Shares issued price per share | $ 1.90 | |||||
Purchase Agreement [Member] | Pre-funded Warrants [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of warrants issued to purchase ordinary shares | 8,050,000 | |||||
Warrant exercise price per share | $ 1.89 | |||||
Purchase Agreement [Member] | Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock par value per share | $ 0.01 | |||||
Purchase Agreement [Member] | Share-based Payment Arrangement, Option [Member] | Underwriters [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares issued, shares | 1,751,525 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
License [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenue recognized | $ 0.4 |