Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 25, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Biomx Inc. | ||
Entity Central Index Key | 0001739174 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 68,578,950 | ||
Entity Common Stock, Shares Outstanding | 22,911,142 | ||
Entity File Number | 001-38762 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets | |||
Cash and cash equivalents | $ 72,256 | $ 8,604 | |
Restricted cash | 154 | 89 | |
Short-term deposits | 10,003 | 31,055 | |
Related parties | 50 | ||
Other current assets | 2,068 | 140 | |
Total current assets | 84,531 | 39,888 | |
Non-current assets | |||
Lease deposit | 5 | ||
Operating lease right-of-use asset | 1,148 | ||
Property and equipment, net | 1,881 | 887 | |
In-process research and development (“R&D”) | 4,556 | 4,556 | |
Total non-current assets | 7,590 | 5,443 | |
Total asset | 92,121 | 45,331 | |
Current liabilities | |||
Trade account payables | 3,253 | 193 | |
Current portion of lease liabilities | 375 | ||
Other account payables | 2,596 | 1,396 | |
Related parties | 50 | ||
Total current liabilities | 6,224 | 1,639 | |
Non-current liabilities | |||
Lease liabilities – net of current portion | 856 | ||
Contingent liabilities | 585 | 889 | |
Total non-current liabilities | 1,441 | 889 | |
Commitments and Contingent Liabilities | |||
Shareholders’ equity | |||
Common stock shares, $0.0001 par value ("Ordinary Shares"); Authorized 60,000,000 and 33,954,304 shares as of December 31, 2019 and 2018, respectively. Issued and outstanding 22,862,835 and 2,307,871 as of December 31, 2019 and 2018, respectively. | 2 | [1] | |
Preferred A shares (pre-merger - BiomX Ltd.) ("Preferred A Shares"); NIS 0.01 par value; Authorized 16,430,668 shares as of December 31, 2018. Issued and outstanding 7,543,831 shares as of December 31, 2018. | 1 | ||
Preferred B shares (pre-merger - BiomX Ltd.) ("Preferred B Shares"); NIS 0.01 par value; Authorized 6,858,371 shares as of December 31, 2018. Issued and outstanding 5,170,357 shares as of December 31, 2018. | 1 | ||
Additional paid in capital | 126,626 | 64,410 | |
Accumulated deficit | (42,172) | (21,609) | |
Total shareholders' equity | 84,456 | 42,803 | |
Total liabilities and shareholders' equity | $ 92,121 | $ 45,331 | |
[1] | Less than $1 thousand. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018₪ / sharesshares |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 60,000,000 | 33,954,304 | 33,954,304 |
Common stock, issued | 22,862,835 | 2,307,871 | 2,307,871 |
Common stock, outstanding | 22,862,835 | 2,307,871 | 2,307,871 |
Preferred A shares | |||
Preferred shares, par value | ₪ / shares | ₪ 0.01 | ||
Preferred shares, authorized | 16,430,668 | 16,430,668 | |
Preferred shares, issued | 7,543,831 | 7,543,831 | |
Preferred shares, outstanding | 7,543,831 | 7,543,831 | |
Preferred B shares | |||
Preferred shares, par value | ₪ / shares | ₪ 0.01 | ||
Preferred shares, authorized | 6,858,371 | 6,858,371 | |
Preferred shares, issued | 5,170,357 | 5,170,357 | |
Preferred shares, outstanding | 5,170,357 | 5,170,357 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Research and development (“R&D”) expenses, net | $ 13,489 | $ 9,135 |
General and administrative expenses | 8,718 | 3,360 |
Operating loss | 22,207 | 12,495 |
Finance expenses (income), net | (1,644) | 225 |
Loss before income tax | 20,563 | 12,720 |
Income tax | ||
Net Loss | $ 20,563 | $ 12,720 |
Basic and diluted loss per Ordinary Shares | $ 3.66 | $ 7.62 |
Weighted average number of Ordinary Shares outstanding, basic and diluted | 5,615,856 | 2,002,464 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Common stock | Additional paid in capital | Accumulated deficit | Ordinary A Shares (pre-merger - BiomX Ltd.), | Preferred A Shares (pre-merger - BiomX Ltd.), | Preferred B Shares (pre-merger - BiomX Ltd.), | Total | |||||
Balance at Dec. 31, 2017 | [1] | $ 20,419 | $ (8,889) | [1] | [1] | $ 11,530 | ||||||
Balance, shares at Dec. 31, 2017 | 1,580,159 | 696,774 | 4,514,841 | |||||||||
Issuance of shares | [2] | 43,040 | [1] | $ 1 | 43,042 | |||||||
Issuance of shares, shares | [2] | 3,028,990 | 5,170,357 | |||||||||
Conversion of Ordinary to Ordinary A Shares | [1] | [1] | ||||||||||
Conversion of Ordinary to Ordinary A Shares, shares | 696,774 | (696,774) | ||||||||||
Share-based payment | 951 | 951 | ||||||||||
Exercise of options | [1] | |||||||||||
Exercise of options, shares | 30,938 | |||||||||||
Net loss | (12,720) | (12,720) | ||||||||||
Balance at Dec. 31, 2018 | [1] | (21,609) | $ 1 | $ 1 | 42,803 | |||||||
Balance, shares at Dec. 31, 2018 | 2,307,871 | 7,543,831 | 5,170,357 | |||||||||
Issuance of shares | [3] | 1,800 | [1] | 1,800 | ||||||||
Issuance of shares, shares | [3] | 308,628 | ||||||||||
Effect of reverse recapitalization transaction | $ 2 | 59,397 | $ (1) | $ (1) | 59,397 | |||||||
Effect of reverse recapitalization transaction, shares | 20,486,082 | (7,543,831) | (5,478,985) | |||||||||
Acquisition of treasury stock | [1] | (19) | (19) | |||||||||
Acquisition of treasury stock, shares | (5,700) | |||||||||||
Share-based payment | 938 | 938 | ||||||||||
Exercise of options | [1] | 100 | 100 | |||||||||
Exercise of options, shares | 74,582 | |||||||||||
Net loss | (20,563) | (20,563) | ||||||||||
Balance at Dec. 31, 2019 | $ 2 | $ 126,626 | $ (42,172) | $ 84,456 | ||||||||
Balance, shares at Dec. 31, 2019 | 22,862,835 | |||||||||||
[1] | Less than $1 thousand. | |||||||||||
[2] | Net of issuance expenses in amount of $73 thousand. | |||||||||||
[3] | Net of issuance expenses in amount of $114 thousand. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Stock issuance expenses | $ 114 | $ 73 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
CASH FLOWS – OPERATING ACTIVITIES | |||
Net loss | $ (20,563) | $ (12,720) | |
Adjustments required to reconcile net loss to cash flows used in operating activities | |||
Depreciation | 318 | 210 | |
Share-based compensation | 938 | 951 | |
Revaluation of contingent liabilities | (304) | (112) | |
Changes in operating assets and liabilities: | |||
Other current assets | (1,845) | 187 | |
Trade account payables | 3,060 | (228) | |
Other account payables | 836 | 358 | |
Operating lease liabilities | 83 | ||
Related parties | (100) | 50 | |
Net cash used in operating activities | (17,577) | (11,304) | |
CASH FLOWS – INVESTING ACTIVITIES | |||
Increase (decrease) in short-term deposits | 21,052 | (29,901) | |
Purchase of property and equipment | (1,312) | (137) | |
Net cash used (provided by) in investing activities | 19,740 | (30,038) | |
CASH FLOWS – FINANCING ACTIVITIES | |||
Issuance of preferred shares, net of issuance costs | 1,800 | 43,042 | |
Cash acquired in connection with the reverse recapitalization transaction, net | 59,673 | ||
Acquisition of treasury stock | (19) | ||
Exercise of stock options | 100 | [1] | |
Net cash provided by financing activities | 61,554 | 43,042 | |
Increase in cash and cash equivalents and restricted cash | 63,717 | 1,700 | |
Cash and cash equivalents and restricted cash at the beginning of the year | 8,693 | 6,993 | |
Cash and cash equivalents and restricted cash at the end of the year | 72,410 | 8,693 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | |||
Recognition of right-of-use asset and lease liability upon adoption of ASU 2016-02 | 662 | ||
Assets acquired under operating leases | 690 | ||
Assets acquired (liabilities assumed) in reverse recapitalization transaction: | |||
Current assets (excluding cash and cash equivalents) | (88) | ||
Current liabilities | 364 | ||
Reverse recapitalization effect on equity | 59,397 | ||
Cash acquired in connection with reverse recapitalization transaction | $ 59,673 | ||
[1] | Less than $1 thousand. |
General
General | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 - GENERAL A. General information: BiomX Inc. (together with its subsidiaries, BiomX Ltd. and RondinX Ltd., the "Company" or "BiomX" and formerly known as Chardan Healthcare Acquisition Corp.) was incorporated as a blank check company on November 1, 2017, under the laws of the state of Delaware, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. On July 16, 2019, the Company entered into a merger agreement with BiomX Ltd. ("BiomX Israel"), a company incorporated under the laws of Israel, CHAC Merger Sub Ltd. ("Merger Sub") and Shareholder Representative Services LLC ("SRS"), as amended on October 11, 2019, pursuant to which, among other things, BiomX Israel merged with Merger Sub, with BiomX Israel being the surviving entity in accordance with the Israeli Companies Law, 5759-1999, as a wholly owned direct subsidiary of BiomX Inc. On October 28, 2019, the Company acquired 100% of the outstanding shares of BiomX Israel (the "Recapitalization Transaction"). Pursuant to the aforementioned merger agreement, in exchange for all of the outstanding shares of BiomX Israel, the Company issued to the shareholders of BiomX Israel a total of 15,069,058 shares of the Company's Common Stock representing approximately 65% of the total shares issued and outstanding after giving effect to the Recapitalization Transaction. As a result of the Recapitalization Transaction, BiomX Israel became a wholly owned subsidiary of the Company. As the shareholders of BiomX Israel received the largest ownership interest in the Company, BiomX Israel was determined to be the "accounting acquirer" in the reverse recapitalization. As a result, the historical financial statements of the Company were replaced with the financial statement of BiomX Israel for all periods presented. Following the Recapitalization Transaction, the Company retained $60.1 million held in a trust account, after redemptions of IPO shares held by certain shareholders (refer to Note 11A). The number of shares and instruments convertible into shares included within these financial statements have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. The Commons Stock of the Company began trading on the NYSE American stock exchange on October 28, 2019 and the Company was renamed BiomX Inc. Commencing October 29, 2019, the Company's shares of Common Stock, units, and warrants are traded under the symbols PHGE, PHGE.U, and PHGE.WS, respectively. On February 6, 2020, the Company's Common Stock also began trading on the Tel-Aviv Stock Exchange. B. Risk factors: To date, the Company has not generated revenue from its operations. As of December 31, 2019, the Company had unrestricted cash and cash equivalent balance of approximately $72 million and short-term deposits of approximately $10 million, which management believes is sufficient to fund its operations for more than 12 months from the date of issuance of these financial statements and sufficient to fund its operations necessary to continue development activities of its current proposed products. Consistent with its continuing R&D activities, the Company expects to continue to incur additional losses for the foreseeable future. The Company plans to continue to fund its current operations, as well as other development activities relating to additional product candidates, through future issuances of debt and/or equity securities and possibly additional grants from the IIA and other government institutions. The Company's ability to raise additional capital in the equity and debt markets is dependent on a number of factors including, but not limited to, the market demand for the Company's Common Stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. C. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the amounts of expenses during the reported years. Actual results could differ from those estimates. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the preparation of the financial statements on a consistent basis, are as follows, except for the adoption of new accounting standards: A. Basis of presentation and principles of consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and include the accounts of the Company and its wholly owned subsidiaries, BiomX Israel and RondinX Ltd. All intercompany accounts and transactions have been eliminated in consolidation. B. Functional currency and foreign currency translation: The functional currency of the Company is the U.S dollar ("dollar") since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of ASC 830-10, "Foreign Currency Matters." All transaction gains and losses from remeasurement of monetary balance sheet items denominated in foreign currencies are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. C. Cash and cash equivalents: The Company considers all highly liquid investments, including unrestricted short-term bank deposits purchased with original maturities of three months or less, to be cash equivalents. D. Short-term deposits: Short-term deposits represent time deposits placed with banks with original maturities of greater than three months but less than one year. Interest earned is recorded as finance income in the consolidated statements of comprehensive loss during the years for which the Company held short-term deposits. As of December 31, 2019, the Company has a deposit dominated in USD at BHI USA that bears fixed annual interest of 2.1%. As of December 31, 2018, the Company had deposits at Leumi Bank (Israel) and BHI USA that bore fixed annual interest between 2.8% and 3.6%. E. Concentrations of credit risk: Financial instruments which potentially subject us to credit risk consist primarily of cash, cash equivalents, and short-term deposits. These amounts at times may exceed federally insured limits. We have not experienced any credit losses in such accounts and do not believe we are exposed to any significant credit risk on these funds. We have no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. F. Property and equipment: Property and equipment are presented at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the related assets or terms of the related leases, as follows: Estimated Useful Lives Laboratory equipment 6-7 years Computers and software 3 years Equipment and furniture 6-7 years Leasehold improvements Shorter of lease term or useful life In accordance with ASC 360-10, management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value . G. Intangible assets: Intangible R&D assets acquired in a business combination (IPR&D) are recognized at fair value as of the acquisition date and subsequently accounted for as indefinite-lived intangible assets until completion or abandonment of the associated R&D efforts. Indefinite-lived intangible assets are reviewed for impairment at least annually or whenever there is an indication that the asset may be impaired. H. Income taxes: The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2019 and 2018, the Company had a full valuation allowance against deferred tax assets. The Company is subject to the provisions of ASC 740-10-25, Income Taxes (ASC 740). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. On a yearly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain tax positions. The Company has not recorded any liability for uncertain tax positions for the years ended December 31, 2019 and 2018. I. Fair value of financial instruments: The Company accounts for financial instruments in accordance with ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levelling during the years ended December 31, 2019 and 2018. The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy (USD in thousands): December 31, 2019 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent liabilities - - 585 585 December 31, 2018 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent liabilities - - 889 889 Financial instruments with carrying values approximating fair value include cash and cash equivalents, restricted cash, short-term deposits, other current assets, trade accounts payable and other current liabilities, due to their short-term nature. J. R&D costs: R&D costs are charged to statements of comprehensive loss as incurred. Royalty-bearing grants from the Israel Innovation Authorities ("IIA") are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from research and development expenses K. Basic and diluted loss per share: Basic loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the year. Diluted loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the year, plus the number of ordinary shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260-10 "Earnings per Share." Potentially dilutive ordinary shares were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. L. Defined contribution plans: Under Israeli employment laws, employees of BiomX Israel are included under Article 14 of the Severance Compensation Act, 1963 ("Article 14") for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies. Payments in accordance with Article 14 release the Company from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset on the Company's balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. The Company's contributions to the defined contribution plans are charged to the consolidated statements of comprehensive loss as and when the services are received from the Company's employees. Total expenses with respect to these contributions were $381 thousand and $283 thousand for the years ended December 31, 2019 and 2018, respectively. M. Stock compensation plans: The Company applies ASC 718-10, "Share-Based Payment," ("ASC 718-10") which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including employee stock options under the Company's stock plans based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense over the requisite service periods in the Company's statements of comprehensive loss. The Company recognizes share-based award forfeitures as they occur rather than estimate by applying a forfeiture rate. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. The Company recognizes compensation expense for the fair value of non-employee awards over the requisite service period of each award. In June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting", which simplifies the accounting for nonemployee share-based payment transactions by aligning the measurement and classification guidance, with certain exceptions, to that for share-based payment awards to employees. The amendments expand the scope of the accounting standard for share-based payment awards to include share-based payment awards granted to non-employees in exchange for goods or services used or consumed in an entity's own operations and supersedes the guidance related to equity-based payments to non-employees. The Company adopted these amendments on January 1, 2019. The adoption of these amendments did not have a material impact on the consolidated financial statements and related disclosures. The Company estimates the fair value of stock options granted as equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the "simplified" method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company. N. Leases: ASU 2016-02, "Leases (Topic 842)" was issued by the FASB in February 2016. The Company adopted this ASU 2016-02 effective January 1, 2019 using the modified retrospective application, applying the new standard to leases in place as of the adoption date. Prior periods have not been adjusted. Leases existing for the reporting period beginning January 1, 2019 are presented under ASU 2016-02. Arrangements that are determined to be leases at inception are recognized as long-term operating lease assets and lease liabilities in the consolidated balance sheet at lease commencement. Operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As the rates implicit in the Company's leases are not reasonably determinable, the Company applies its incremental borrowing rate based on the economic environment at the commencement date in determining the present value of future lease payments. Lease terms include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases are recognized on a straight-line basis over the lease term. The Company elected to adopt a package of practical expedients under Topic 842 which removes the requirement to reassess whether expired or existing contracts contain leases and removes the requirement to reassess the lease classification for any existing leases prior to the adoption date of January 1, 2019. Additionally, the Company has made a policy election not to capitalize leases with a term of 12 months or less. In accordance with ASC 360-10, management reviews operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. O. Recent Accounting Standards: In June 2016, the FASB issued ASU 2016-13 "Financial Instruments – Credit Losses" to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. The Company plans to adopt this ASU in the first quarter of 2020. The Company does not expect the adoption of this ASU will have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, "Changes to Disclosure Requirements for Fair Value Measurements," which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements and is effective for the Company beginning on January 1, 2020. The Company does not expect that this standard will have a material effect on the Company's consolidated financial statements. In November 2018, the FASB issued ASU 2018-18 – "Collaborative Arrangements (Topic 808)," which clarifies the interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers. The Company adopted this standard on January 1, 2020. This standard is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for the Company beginning on January 1, 2021, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on the consolidated financial statements and related disclosures. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3 OTHER CURRENT ASSETS As of December 31, 2019 2018 USD In thousands Government institutions 244 129 Prepaid insurance 1,560 2 Other prepaid expenses 264 9 2,068 140 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 PROPERTY AND EQUIPMENT, NET As of December 31, 2019 2018 USD In thousands Cost: Computers and software 350 272 Laboratory equipment 1,729 608 Equipment and furniture 159 132 Leasehold improvements 300 214 2,538 1,226 Depreciation: Computers and software 199 125 Laboratory equipment 367 165 Equipment and furniture 5 4 Leasehold improvements 86 45 657 339 1,881 887 |
Acquisition of Subsidiary
Acquisition of Subsidiary | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITION OF SUBSIDIARY | NOTE 5 ACQUISITION OF SUBSIDIARY On November 19, 2017, BiomX Israel signed a share purchase agreement with the shareholders of RondinX Ltd. In accordance with the share purchase agreement, BiomX Israel acquired 100% control and ownership of RondinX Ltd. for consideration valued at US$4.5 million. The consideration included the issuance of 250,023 Preferred A Shares, the issuance of warrants to purchase an aggregate of 4,380 Series A-1 preferred shares, and additional contingent consideration. The contingent consideration is based on the attainment of future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of primary sclerosing cholangitis or entry into qualifying collaboration agreements with certain third parties and may require the Company to issue 567,729 ordinary shares upon the attainment of certain milestones, as well as make future cash payments and/or issue additional shares of the most senior class of the Company's shares authorized or outstanding as of the time the payment is due, or a combination of both of up to $32 million of the Company within ten years from the closing of the agreement and/or the entering of agreements with certain third parties or their affiliates that include a qualifying up-front fee and is entered into within three years from the closing of the agreement. The Company has the discretion of determining whether milestone payments will be made in cash or by issuance of shares. BiomX Israel completed the RondinX Ltd. acquisition on November 27, 2017. The contingent consideration is accounted for at fair value (level 3). There were no changes in the fair value hierarchy levelling during the years ended December 31, 2019 and December 31, 2018. The change in the fair value of the contingent consideration as of December 31, 2019 and 2018 was as follows (USD in thousands): Contingent As of December 31, 2018 889 Revaluation of contingent consideration (629 ) As of December 31, 2019 260 Contingent As of December 31, 2017 1,001 Revaluation of contingent consideration (112 ) As of December 31, 2018 889 |
In-Process Research and Develop
In-Process Research and Development | 12 Months Ended |
Dec. 31, 2019 | |
In-process Research And Development | |
IN-PROCESS RESEARCH AND DEVELOPMENT | NOTE 6 IN-PROCESS RESEARCH AND DEVELOPMENT Intangible assets acquired in the RondinX Ltd. acquisition (see Note 5) were determined to be in-process R&D. In accordance with ASC 350-30-35-17A, R&D assets acquired in a business combination are considered an indefinite-lived intangible asset until completion or abandonment of the associated R&D efforts. Once the R&D efforts are complete, the Company will determine the useful life of the R&D assets and will amortize these assets accordingly in the financial statements. As of December 31, 2019, the in-process R&D efforts had not yet been completed nor abandoned. Based on management's analysis, there were no impairment indicators present as of December 31, 2019 and 2018. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 7 LEASES In May 2017, BiomX Israel entered into a lease agreement for office space in Ness Ziona, Israel. The agreement is for five years beginning on June 1, 2017 with an option to extend for an additional five years. Monthly lease payments under the agreement are approximately $17 thousand. As a part of the agreement, the Company provided a bank guarantee to the property owner in the amount of approximately $95 thousand representing four monthly lease payments. Lease expenses recorded in the consolidated statements of comprehensive loss were $201 thousand and $198 thousand for the years ended December 31, 2019, and 2018, respectively. In September 2019, BiomX Israel entered into an additional lease agreement for office space in Ness Ziona, Israel. The agreement is for five years beginning on September 8, 2019 with an option to extend for an additional three years. The option was not accounted for as part of the lease, given its low probability of being exercised. Monthly lease payments under the agreement are approximately $10 thousand. As a part of the agreement, the Company provided a bank guarantee to in the amount of approximately $59 thousand representing four monthly lease payments. Lease expenses recorded in the consolidated statements of comprehensive loss were $18 thousand for the year ended December 31, 2019. Supplemental cash flow information related to operating leases was as follows (USD in thousands): Year ended Cash payments for operating leases accounted under ASU 2016-02 219 As of December 31, 2019, the Company's operating leases had a weighted average remaining lease term of 4 years and a weighted average discount rate of 3%. The maturity analysis of operating leases as of December 31, 2019 were as follows (USD in thousands): Operating 2020 $ 381 2021 380 2022 272 2023 143 2024 98 Total operating lease payments 1,274 Less imputed interest (43 ) Total operating lease liability balance $ 1,231 |
Other Account Payables
Other Account Payables | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
OTHER ACCOUNT PAYABLES | NOTE 8 OTHER ACCOUNT PAYABLES As of December 31, 2019 2018 USD In thousands Employees and related institutions 1,780 807 Accrued expenses 587 411 Government institutions 169 120 Deferred income 60 58 2,596 1,396 |
Balances and Transaction with R
Balances and Transaction with Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
BALANCES AND TRANSACTION WITH RELATED PARTIES | NOTE 9 BALANCES AND TRANSACTION WITH RELATED PARTIES A. Balances with related parties As of December 31, 2019 2018 USD In thousands Additional paid in capital (treasury stock) (See 1 below) (19 ) - Related party receivable (payable) See 2 below 50 (50 ) B. Transactions with related parties Year ended 2019 2018 R&D expenses (See 2 below) (167 ) - General and administration expenses (See 3 below) - 28 1. BiomX Israel committed to enter into loan agreements with certain shareholders who were subject to taxation in Israel, in connection with the Recapitalization Transaction. The loans are for a period of up to two years, are non-recourse and are secured by Company shares issued to them that have a value that equals three times the loan amount. If any of such shareholders defaults on such loan, the Company will have the right to forfeit or sell such number of shares as have a value equal to the amount of the loan (plus interest accrued thereon) not timely repaid, based on their market price at the time of such forfeiture or sale. As of December 31, 2019, one loan was granted in the amount of $19 thousand. The aggregate amount of the remaining potential commitment is $89 thousand. All other shareholders waived their right to the loans. The numbers of Common Stock in respect of which the $19 loan was granted was 5,700. The granting of the loan and the restrictions imposed on the relating Common Stock until repayment of the loan were accounted as an acquisition of treasury stock by the Company at an amount equal to the loan amount. 2. On October 31, 2018, BiomX Israel entered into a research collaboration agreement with Janssen Research & Development, LLC ("Janssen"), an affiliate of shareholder Johnson & Johnson Development Corporation, for a collaboration on biomarker discovery for inflammatory bowel disease ("IBD"). Under the agreement, BiomX Israel is eligible to receive fees totaling $167 thousand in instalments of $50 thousand within 60 days of signing of the agreement, $17 thousand upon completion of data processing, and two instalments of $50 thousand each, upon delivery of Signature Phase I of the Final Study Report (both terms defined within the agreement). This agreement ended in 2020, 30 days after the parties completed the research program and BiomX Israel provided Janssen with a final study report. As of December 31, 2019, consideration of $117 thousand had been received. The remaining $50 thousand consideration was received in January 2020. 3. In June 2015, an incubator company formation and financing agreement (the "Incubator Agreement") was signed between BiomX Israel and other investors. According to the Incubator Agreement, the role of the Incubator (as defined within the Incubator Agreement) was to provide BiomX Israel with offices, labs, administrative, finance, legal and other services. In return for these services, the Incubator was entitled to receive fees at amount equal to 20% of BiomX Israel's payroll expenses. Starting from July 2018, BiomX Israel no longer received these services from the Incubator. The Company recorded total expenses of $28 thousand for the year ended December 31, 2018, with respect to this agreement. 4. BiomX Israel entered into indemnification agreement with the Incubator on December 13, 2017. According to the agreement, the aggregate amount of the indemnification shall not exceed an aggregate of NIS 2,295 thousand (approximately $664 thousand). In addition, the indemnification is limited only to matters in connection with the Company's compliance with the IIA regulations and that such indemnification undertakings will not derogate from any other indemnification undertakings to which BiomX Israel is bound. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 10 - COMMITMENTS AND CONTINGENT LIABILITIES A. During 2015, 2016 and 2017, BiomX Israel submitted three requests to the IIA for a R&D project for the technological incubators program. The approved budget per year was NIS 2.7 million (approximately $781 thousand) per request. According to the IIA directives, the IIA funded 85% of the approved budget and the rest of the budget was funded by certain shareholders. According to the agreement with the IIA, BiomX Israel will pay royalties of 3% to 3.5% of future sales up to an amount equal to the accumulated grant received including annual interest of LIBOR linked to the dollar. BiomX Israel may be required to pay additional royalties upon the occurrence of certain events as determined by the IIA, that are within the control of BiomX Israel. No such events have occurred or were probable of occurrence as of the balance sheet date with respect to these royalties. Repayment of the grant is contingent upon the successful completion of the BiomX Israel's R&D programs and generating sales. BiomX Israel has no obligation to repay these grants if the R&D program fails, is unsuccessful or aborted or if no sales are generated. The Company had not yet generated sales as of December 31, 2019, therefore, no liability was recorded in these consolidated financial statements. Total research and development income recorded in the consolidated statements of comprehensive loss was $299 thousand and $646 thousand for the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, BiomX Israel had a contingent obligation to the IIA in the amount of approximately $2.3 million including annual interest of LIBOR linked to the dollar. In December 2019, the IIA approved a new application for a total budget of NIS 10.8 million (approximately $3.1 million). IIA will fund 30% of the approved budget. The program is for the period beginning from July 2019 through December 2019. BiomX Israel has not yet submitted the final report to the IIA for this program. As of December 31, 2019, no income was recorded with respect to this application. During December 2019 BiomX Israel submitted three additional applications to the IIA, for a total budget of NIS 41.1 million (approximately $11.9 million). These applications are being reviewed be the IIA. B. In June 2015, BiomX Israel entered into a Research and License Agreement (the "2015 License Agreement") as amended with Yeda Research and Development Company Limited ("Yeda"), according to which Yeda undertakes to conduct research. The research includes proof-of-concept studies testing in-vivo phage eradication against a model bacteria in germ free mice, development of an IBD model in animals under germ-free conditions and establishing in-vivo method for measuring immune induction capability (Th1) of bacteria, followed by testing several candidate IBD inducing bacterial strains. During the research period, as defined in the 2015 License Agreement and subject to the terms and conditions specified in the 2015 License Agreement, the Company contributed an aggregate of approximately $1.8 million to the research budget agreed upon in the 2015 License Agreement. In addition, Yeda granted the Company with an exclusive worldwide license for the development, production and sale of the products (the "License"), as defined in the 2015 License Agreement and subject to the terms and conditions specified in the 2015 License Agreement. In return for the License, the Company will pay Yeda annual license fees of approximately $10 thousand and royalties on revenues as defined in the 2015 License Agreement. As the Company has not yet generated revenue from operations, no provision was included in the financial statements with respect to the 2015 License Agreement as of December 31, 2019 and 2018. C. In May 2017, BiomX Israel signed an additional agreement with Yeda (the "2017 License Agreement") according to which, Yeda provided a license to BiomX Israel. As consideration for the license, the Company paid $10 thousand for the term of the 2017 License Agreement, unless earlier terminated by either party and granted Yeda 591,382 warrants to purchase Ordinary Shares of the Company at $0.0001 nominal value. Refer to Note 11 below for the terms of the warrants granted. In the event of certain mergers and acquisitions by BiomX Israel, Yeda will be entitled to an amount equivalent to 1% of the consideration received under such transaction (the "exit fee"), as adjusted per the terms of the agreement. In addition, the 2017 License Agreement includes additional consideration contingent upon future sales or sublicensing revenue. As the Company has not yet generated revenue from operations, no provision was included in the financial statements with respect to the 2017 License Agreement as of December 31, 2019 and 2018. In July 2019, the Company, Yeda and BiomX Israel amended the 2015 License Agreement and the 2017 License Agreement with Yeda (the "Amendment"). Pursuant to the Amendment, following the closing of the Recapitalization Transaction, the provisions of the 2015 License Agreement and the 2017 License Agreement related to the exit fee were amended so that, in the event of any merger or acquisition involving BiomX, the Company is obliged to pay Yeda a one-time payment as described in the Amendment which will not exceed 1% of the consideration received under such transaction. D. As successor in interest to RondinX Ltd., BiomX Israel is a party to a license agreement dated March 20, 2016 with Yeda, pursuant to which the Company has a worldwide exclusive license to Yeda's know-how, information and patents related to the Company's meta-genomics target discovery platform. As consideration for the license, the Company will pay license fees of $10 thousand subject to the terms and conditions of the agreement. Either party has the option to terminate the agreement at any time by way of notice to the other party as outlined in the agreement. In addition, the Company will pay a royalty in the low single digits on revenue of products. As the Company has not yet generated revenue from operations, no provision was recorded in the financial statements as of December 31, 2019 and 2018 with respect to the agreement. F. In April 2017, BiomX Israel signed an exclusive patent license agreement with the Massachusetts Institute of Technology ("MIT") covering methods to synthetically engineer phage. According to the agreement, BiomX Israel received an exclusive, royalty-bearing license to certain patents held by MIT. In return, BiomX Israel paid an initial license fee of $25 thousand during the year ended 2017 and is required to pay certain license maintenance fees of up to $250 thousand in each subsequent year and following the commercial sale of licensed products. BiomX Israel is also required to make payments to MIT upon the satisfaction of development and commercialization milestones totaling up to $2.4 million in aggregate, as well as royalty payments on future revenues. The consolidated financial statements include a liability with respect to this agreement in the amount of $108 thousand as of December 31, 2019. There was no liability recorded with respect to this agreement as of December 31, 2018. G. In December 2017, BiomX Israel signed a patent license agreement with Keio University and JSR Corporation in Japan. According to the agreement, BiomX Israel received an exclusive patent license to certain patent rights related to the BiomX Israel inflammatory bowel disease program. In return, BiomX Israel will pay annual license fees of between $15 thousand to $25 thousand subject to the terms and conditions specified in the agreement. Additionally, the Company is obligated to pay contingent consideration based upon the achievement of clinical and regulatory milestones up to an aggregate of $3.2 million and royalty payments based on future revenue. In April 2019, BiomX Israel signed additional patent license agreement with Keio University and JSR Corporation in Japan. According to the agreement, BiomX Israel received an exclusive sublicense by JSR to certain patent rights related to the Company's Primary Sclerosing Cholangitis program. In return, BiomX Israel is required (i) to pay a license issue fee of $20 thousand and annual license fees ranging from $15 thousand to $25 thousand; (ii) make additional payments based upon the achievement of clinical and regulatory milestones up to an aggregate of $3.2 million ("milestone payments"); and (iii) make tiered royalty payments, in the low single digits based on future revenue. The consolidated financial statements include liabilities with respect to this agreement in the amount of $217 thousand as of December 31, 2019. The amount was determined using the expected cash flow approach. There was no liability recorded with respect to this agreement as of December 31, 2018. H. Refer to Note 7 for information regarding the Company's lease commitments. I. Refer to Note 9B(1) for information regarding the Company's commitment to certain shareholders for taxes incurred in Israel as a result of the Recapitalization Transaction. J. Refer to Note 5 regarding contingent liability with respect to RondinX Ltd. acquisition. |
Shareholders Equity
Shareholders Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
SHAREHOLDERS EQUITY | NOTE 11 - SHAREHOLDERS EQUITY A. Share Capital: Common Stock: The Company is authorized to issue 60,000,000 shares of Common Stock with a par value of $0.0001 per share. Holders of the Company's Common Stock are entitled to one vote for each share. As of December 31, 2019, the Company had 22,862,835 issued and outstanding Common Stock shares. Initial Public Offering: On December 18, 2018, the Company consummated its initial public offering ("IPO") of 7,000,000 units ("Public Units"). The Public Units sold in the IPO were sold at an offering price of $10.00 per Public Unit, generating total gross proceeds of $70,000,000. The Public Units each consists of one share of Common Stock and one warrant to purchase one-half of a share of Common Stock ("Public Warrant"), with every two Public Warrants entitling the holder to purchase one share of Common Stock for $11.50 per full share. Following the Recapitalization Transaction, the Company retained the $60.1 million balance held in a trust account, after redemptions of IPO shares held by certain shareholders. Simultaneous with the consummation of the IPO, the Company consummated the private placement of an aggregate of 2,900,000 warrants ("Private Placement Warrants"). Issuance of Share Capital: During 2018 BiomX Ltd issued an aggregate amount of 3,028,990 Preferred A Shares (pre-merger) for a total consideration of $13,000 thousand, in connection with various share purchase agreement with investors. In November 2018, the Company entered into a share purchase agreement (the "November 2018 SPA") with new and existing investors (the "November 2018 Investors"). In accordance with the November 2018 SPA, the Company issued to the November 2018 Investors a total of 5,478,985 Preferred B Shares at $0.0001 nominal value (the "Preferred B Shares") for total consideration of $31,955 thousand as follows: ● On November 28, 2018 and on December 11, 2018, the Company issued to the November 2018 Investors 4,964,607 and 205,750 Preferred B Shares, respectively, for total consideration of $30,155 thousand in accordance with the November 2018 SPA . ● On January 8, 2019, the Company issued to the November 2018 Investors an additional 308,628 Preferred B Shares for total consideration of $1,800 thousand in accordance with the November 2018 SPA. Share Exchange: As detailed in Note 1, as part of the Recapitalization Transaction on October 28, 2019, the Company issued 15,069,058 Common Shares in exchange for approximately 65% of the issued and outstanding ordinary shares and all the preferred shares of BiomX Israel. The number of shares prior to the Recapitalization Transaction have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. In addition, the Company also agreed to issue the following number of additional shares of Common Stock, in the aggregate, to shareholders on a pro rata basis, subject to the Company's achievement of the conditions specified below following the recapitalization transaction (all with respect to the Company's common shares traded on the NYSE): A. 2,000,000 additional shares of the Company's Common Stock if the daily volume weighted average price of the Company's Common Stock in any 20 trading days within a 30-trading day period prior to January 1, 2022 is greater than or equal to $16.50 per share. B. 2,000,000 additional shares of the Company's Common Stock if the daily volume weighted average price of the Company's Common Stock in any 20 trading days within a 30-trading day period prior to January 1, 2024 is greater than or equal to $22.75 per share. C. 2,000,000 additional shares of the Company's Common Stock if the daily volume weighted average price of the Company's Common Stock in any 20 trading days within a 30-trading day period prior to January 1, 2026 is greater than or equal to $29.00 per share. Preferred Stock: The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2019, no preferred stock has been issued. B. Share-based compensation: Equity Incentive Plan: In 2015, the board of directors of BiomX Israel approved a plan (original option plan) for the allocation of options to employees, service providers, and officers (the "2015 Plan"). The options represented a right to purchase 1 Ordinary Share of the BiomX Israel in consideration of the payment of an exercise price. Also, the options were granted in accordance with the "capital gains route" under section 102 and section 3(i) of the Israeli Income Tax Ordinance and section 409A of the Israeli Internal Revenue Code. The original option plan was adjusted in 2019 following the Recapitalization Transaction on October 28, 2019. Following the Recapitalization Transaction, each outstanding option entitles its holder to purchase 1 Common Stock share of the Company. As a result, the number of options and exercise price per share were adjusted in a technical manner such that there was no change in the fair value of the awards under the adjusted option plan. The number of outstanding options and exercise prices in this Note have been restated to reflect the adjusted option plan. As of December 31, 2019, there are no shares remaining for issuance under the original option plan. The Company adopted a new incentive plan in 2019 (the "2019 Plan") to grant 1,000 options, exercisable to Common Stock, par value $0.0001 per share. As of December 31, 2019, no options were granted under the 2019 plan. The aggregate number of shares of Common Stock that may be delivered pursuant to the 2019 Plan will automatically increase on January 1 of each year, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to four percent (4%) of the total number of Common Stock outstanding on December 31 of the preceding calendar year. Notwithstanding the foregoing, the Board of Directors may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of Common Stock than provided herein. Stock Options: All options granted during 2018 and 2019 were made under the 2015 Plan. During 2018, the Board approved the grant of 785,775 non-tradable options without consideration to 27 employees and 199,481 non-tradable options without consideration to 2 consultants. · 876,504 options were granted at an exercise prices of between $1.97-$2.03 per share. 25% of the options vest and become exercisable on the first anniversary of the vesting commencement date. Thereafter, the options vest and become exercisable in 12 equal quarterly instalments of 6.25% each. · 108,752 options were granted at an exercise price of $1.69 per share and vest on variable vesting dates. During 2018, 30,938 options were exercised to purchase ordinary shares at an exercise price of $0.001 per share. During 2019, the Board approved the grant of 704,669 options without consideration to 22 employees and 79,630 options without consideration to 2 consultants. 527,716 of the options granted are to the executive officers of the Company. During 2019, 74,581 options were exercised to purchase ordinary shares at an exercise price of $1.34 per share. Certain senior employees are entitled to full acceleration of their unvested options upon the occurrence of cumulative two certain events. The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model. The fair value of options was estimated at the date of grant using the following assumptions: 2019 2018 Underlying value of ordinary share ($) 1.7-10 1.7-2 Exercise price ($) 1.7-10 1.7-2 Expected volatility (%) 93.1 93.1 Term of the option (years) 6.25 6.25 Risk-free interest rate (%) 2.23 2.25-3.05 The cost of the benefit embodied in the options granted in 2019 and 2018 based on their fair value as at the grant date, is estimated to be $1,406 thousand and $1,451 thousand, respectively. These amounts will be recognized in statements of comprehensive loss over the vesting period. (1) A summary of options granted to purchase the Company's Ordinary Shares under the Company's share option plan is as follows: For year ended December 31, 2019 Employees Consultants Number of Weighted Aggregate Number of Weighted Aggregate Outstanding at the beginning of year 1,868,749 1.58 849 702,388 0.69 944 Granted 704,699 2.03 79,630 2.03 Forfeited (137,682 ) 1.90 - Exercised (74,581 ) 1.34 - Outstanding at the end of year 2,361,185 1.87 19,185 782,018 0.82 6,588 Vested at year end 1,011,862 470,236 Weighted average remaining contractual life – years as of December 31, 2019 8.16 7.29 For year ended December 31, 2018 Employees Consultants Number of Weighted Aggregate Number of Weighted Aggregate Outstanding at the beginning of year 1,278,900 1.29 840 518,442 0.21 915 Granted 801,310 1.98 183,946 2.03 Forfeited (180,523 ) 1.63 - Exercised (30,938 ) (*) - Outstanding at the end of year 1,868,749 1.58 849 702,388 0.69 944 Vested at year end 653,201 323,111 Weighted average remaining contractual life – years as of December 31, 2018 8.65 8.1 (*) Less than $0.01. (2) The following table sets forth the total share-based payment expenses resulting from options granted, included in the statements of operation: Year ended 2019 2018 USD In thousands R&D 450 623 General and administrative 488 328 938 951 The Company recognized share-based compensation expenses in connection with options granted to executive officers of the Company in the amount of $732 thousand and $405 thousand for the years ended December 31, 2019 and 2018, respectively. The total unrecognized compensation expense was $2,308 thousand and $3,026 thousand as of December 31, 2019 and 2018, respectively. These expenses will be recognized over a period of approximately 4 years. Warrants: As of December 31, 2019, and 2018, the Company had the following outstanding warrants to purchase Common Stock as follows: Warrant Issuance Date Expiration Date Exercise Price Number of Private Warrants issued to Yeda(see 1 below) May 11, 2017 May 11, 2025 (*) 591,382 Private Warrants issued to Founders (see 2 below) November 27, 2017 - 10,589 Private Placement Warrants (see 3 below) IPO (December 13, 2018) December 13, 2023 $ 11.50 2,900,000 Public Warrants (see 4 below) IPO (December 13, 2018) October 28, 2024 $ 11.50 3,500,000 7,001,971 (*) less than $0.001. 1. In May 2017, in accordance with the 2017 License Agreement (see also Note 10C), the Company issued to Yeda, for nominal consideration, 591,382 warrants to purchase Common Stock at $0.0001 nominal value. For the year ended December 31, 2019, the Company recorded income of $241 thousand. For the year ended December 31, 2018 the Company recorded an expense of $584 thousand. Expenses and income are included in R&D expenses, net in the consolidated statements of comprehensive loss. 236,552 warrants were fully vested and exercisable on the date of their issuance. The remainder of the warrants will vest and become exercisable subject to achievement of certain milestones specified in the agreement as follows: a. 177,414 upon the filing of a patent application covering any Discovered Target or a Product, b. 118,277 upon achievement of the earlier of the following milestone by the Company: (i) execution of an agreement with a pharmaceutical company with respect to the commercialization of any of the Company's licensed technology or the Consulting IP or a Product (both defined in the 2017 License Agreement) or (ii) the filing of a patent application covering any Discovered Target (as defined in the 2017 License Agreement) or a Product. c. 59,139 upon completion of a Phase 1 clinical trial in respect of a Product. 2. In November 2017, the Company issued 7,615 warrants to Yeda and 2,974 warrants to its founders. All the warrants were fully vested at their grant date and will expire immediately prior to a consummation of an M&A transaction. The warrants have no exercise price. No compensation expenses were recorded in the financial statements during 2019 and 2018. 3. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except that the Private Placement Warrants are exercisable for cash (even if a registration statement covering the shares of Common Stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder's option, and will not be redeemable by the Company, in each case, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 4. The Public Warrants became exercisable upon Closing of the Reverse Recapitalization. No fractional shares will be issued upon exercise of the Public Warrants. Therefore, Public Warrants must be exercised in multiples of two warrants. The Company filed a Registration Statement for the shares underlying the warrants on December 13, 2019 (effective on January 3, 2020). The Public Warrants will expire five years after the completion of the Reverse Recapitalization or earlier upon redemption or liquidation. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days' prior written notice of redemption; ● if, and only if, the last sale price of the Company's common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. |
R&D Expenses, Net
R&D Expenses, Net | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
R&D EXPENSES, NET | NOTE 12 - R&D EXPENSES, NET Year ended 2019 2018 USD In thousands Professional service and subcontractors 4,295 4,365 Salaries and related expenses 7,896 3,972 Share-based compensation 450 623 Depreciation 317 210 Materials and supplies 997 611 13,955 9,781 Less Income from Collaboration Agreement (see Note 8) (167 ) - Less Grants from the IIA (see Note 10A) (299 ) (646 ) 13,489 9,135 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2019 | |
General and Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 13 - GENERAL AND ADMINISTRATIVE EXPENSES Year ended 2019 2018 USD In thousands Salaries and related expenses 1,746 1,369 Incubator overhead - 28 Share-based compensation 488 328 Professional services 3,765 284 Travel expenses 445 258 Office expenses 286 189 Recruitment expenses 333 209 Rent and rent related expenses 374 333 Other 1,281 362 8,718 3,360 |
Finance Income (Expenses), Net
Finance Income (Expenses), Net | 12 Months Ended |
Dec. 31, 2019 | |
Finance Income (Expenses), Net [Abstract] | |
FINANCE INCOME (EXPENSES), NET | NOTE 14 - FINANCE INCOME (EXPENSES), NET Year ended 2019 2018 USD In thousands Exchange rate differences (483 ) 420 Interest income from bank deposits (921 ) (103 ) Revaluation of contingent liabilities (304 ) - Bank fees and other 64 9 (1,644 ) 225 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 - INCOME TAXES A. The Company files income tax returns in the U.S. federal jurisdiction in state and local jurisdictions and is subject to examination by the various taxing authorities. The Company's income tax returns since inception remain open and subject to examination. Statutory U.S. federal income tax rate is 21%. B. BiomX Ltd. And RondinX Ltd. file income tax returns in Israel. Their income tax returns since inception remain open and subject to examination. Statutory Israeli income tax rate is 23%. C. As of December 31, 2019 and 2018, BiomX Ltd. had total net operating losses in Israel of approximately $25,883 thousand and $10,556 thousand, respectively, which may be carried forward and offset against taxable income in the future for an indefinite period. D. BiomX Ltd is still in its development stage and has not yet generated revenue, therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts. E. BiomX Inc is still in its development stage, therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts. As of December 31, 2019 2018 USD In thousands Net operating loss carry-forward Biomx Inc. - - Net operating loss carry-forward Biomx Ltd. 5,953 2,430 Total deferred tax assets 5,953 2,430 Valuation allowance (5,953 ) (2,430 ) Net deferred tax assets $ - $ - A reconciliation of the U.S. federal statutory tax rate and the effective tax rate is as follow: As of December 31, 2019 2018 USD In thousands Statutory U.S. federal income tax rate 21 % 21 % U.S. vs foreign tax rate differential 2 2 Business Combination expenses (3.1 ) - Valuation allowance (19.9 ) (23 ) Effective tax rate 0 % 0 % |
Basic Loss Per Share
Basic Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
BASIC LOSS PER SHARE | NOTE 16 - BASIC LOSS PER SHARE The basic and diluted net loss per share and weighted average number of shares of Common Stock used in the calculation of basic and diluted net loss per share are as follows (USD in thousands, except share and per share data): For the year ended December 31, 2019 2018 Net loss 20,563 12,720 Net loss attributable to holders of Preferred shares (pre-merger – BiomX Ltd.) - 2,533 Net loss used in the calculation of basic net loss per share 20,563 15,253 Net loss per share 3.66 7.62 Weighted average number of Common Stock 5,615,856 2,002,464 As the inclusion of Common Stock share equivalents in the calculation would be anti-dilutive for all periods presented, diluted net loss per share is the same as basic net loss per share. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS On March 25, 2020, the Board of Directors approved the grant of 814,700 options to 67 employees, one consultant, four senior officers (one of whom is a consultant) and six directors under the 2019 Incentive Plan. Options were granted at an exercise price of $ 6.21 per share with vesting periods ranging from three to four years. Directors and Senior officers are entitled to full acceleration of their unvested options upon the occurrence of cumulative two certain events. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | A. Basis of presentation and principles of consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and include the accounts of the Company and its wholly owned subsidiaries, BiomX Israel and RondinX Ltd. All intercompany accounts and transactions have been eliminated in consolidation. |
Functional currency and foreign currency translation: | B. Functional currency and foreign currency translation: The functional currency of the Company is the U.S dollar ("dollar") since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of ASC 830-10, "Foreign Currency Matters." All transaction gains and losses from remeasurement of monetary balance sheet items denominated in foreign currencies are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate. |
Cash and cash equivalents: | C. Cash and cash equivalents: The Company considers all highly liquid investments, including unrestricted short-term bank deposits purchased with original maturities of three months or less, to be cash equivalents. |
Short-term deposits: | D. Short-term deposits: Short-term deposits represent time deposits placed with banks with original maturities of greater than three months but less than one year. Interest earned is recorded as finance income in the consolidated statements of comprehensive loss during the years for which the Company held short-term deposits. As of December 31, 2019, the Company has a deposit dominated in USD at BHI USA that bears fixed annual interest of 2.1%. As of December 31, 2018, the Company had deposits at Leumi Bank (Israel) and BHI USA that bore fixed annual interest between 2.8% and 3.6%. |
Concentrations of credit risk | E. Concentrations of credit risk: Financial instruments which potentially subject us to credit risk consist primarily of cash, cash equivalents, and short-term deposits. These amounts at times may exceed federally insured limits. We have not experienced any credit losses in such accounts and do not believe we are exposed to any significant credit risk on these funds. We have no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. |
Property and equipment: | F. Property and equipment: Property and equipment are presented at cost less accumulated depreciation. Depreciation is calculated based on the straight-line method over the estimated useful lives of the related assets or terms of the related leases, as follows: Estimated Useful Lives Laboratory equipment 6-7 years Computers and software 3 years Equipment and furniture 6-7 years Leasehold improvements Shorter of lease term or useful life In accordance with ASC 360-10, management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value . |
Intangible assets: | G. Intangible assets: Intangible R&D assets acquired in a business combination (IPR&D) are recognized at fair value as of the acquisition date and subsequently accounted for as indefinite-lived intangible assets until completion or abandonment of the associated R&D efforts. Indefinite-lived intangible assets are reviewed for impairment at least annually or whenever there is an indication that the asset may be impaired. |
Income taxes: | H. Income taxes: The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2019 and 2018, the Company had a full valuation allowance against deferred tax assets. The Company is subject to the provisions of ASC 740-10-25, Income Taxes (ASC 740). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. On a yearly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain tax positions. The Company has not recorded any liability for uncertain tax positions for the years ended December 31, 2019 and 2018. |
Fair value of financial instruments | I. Fair value of financial instruments: The Company accounts for financial instruments in accordance with ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levelling during the years ended December 31, 2019 and 2018. The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy (USD in thousands): December 31, 2019 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent liabilities - - 585 585 December 31, 2018 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent liabilities - - 889 889 Financial instruments with carrying values approximating fair value include cash and cash equivalents, restricted cash, short-term deposits, other current assets, trade accounts payable and other current liabilities, due to their short-term nature. |
R&D costs: | J. R&D costs: R&D costs are charged to statements of comprehensive loss as incurred. Royalty-bearing grants from the Israel Innovation Authorities ("IIA") are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from research and development expenses |
Basic and diluted loss per share: | K. Basic and diluted loss per share: Basic loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the year. Diluted loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the year, plus the number of ordinary shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260-10 "Earnings per Share." Potentially dilutive ordinary shares were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. |
Defined contribution plans: | L. Defined contribution plans: Under Israeli employment laws, employees of BiomX Israel are included under Article 14 of the Severance Compensation Act, 1963 ("Article 14") for a portion of their salaries. According to Article 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies. Payments in accordance with Article 14 release the Company from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset on the Company's balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. The Company's contributions to the defined contribution plans are charged to the consolidated statements of comprehensive loss as and when the services are received from the Company's employees. Total expenses with respect to these contributions were $381 thousand and $283 thousand for the years ended December 31, 2019 and 2018, respectively. |
Stock compensation plans: | M. Stock compensation plans: The Company applies ASC 718-10, "Share-Based Payment," ("ASC 718-10") which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors including employee stock options under the Company's stock plans based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an expense over the requisite service periods in the Company's statements of comprehensive loss. The Company recognizes share-based award forfeitures as they occur rather than estimate by applying a forfeiture rate. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. The Company recognizes compensation expense for the fair value of non-employee awards over the requisite service period of each award. In June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting", which simplifies the accounting for nonemployee share-based payment transactions by aligning the measurement and classification guidance, with certain exceptions, to that for share-based payment awards to employees. The amendments expand the scope of the accounting standard for share-based payment awards to include share-based payment awards granted to non-employees in exchange for goods or services used or consumed in an entity's own operations and supersedes the guidance related to equity-based payments to non-employees. The Company adopted these amendments on January 1, 2019. The adoption of these amendments did not have a material impact on the consolidated financial statements and related disclosures. The Company estimates the fair value of stock options granted as equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the "simplified" method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company. |
Leases | N. Leases: ASU 2016-02, "Leases (Topic 842)" was issued by the FASB in February 2016. The Company adopted this ASU 2016-02 effective January 1, 2019 using the modified retrospective application, applying the new standard to leases in place as of the adoption date. Prior periods have not been adjusted. Leases existing for the reporting period beginning January 1, 2019 are presented under ASU 2016-02. Arrangements that are determined to be leases at inception are recognized as long-term operating lease assets and lease liabilities in the consolidated balance sheet at lease commencement. Operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As the rates implicit in the Company's leases are not reasonably determinable, the Company applies its incremental borrowing rate based on the economic environment at the commencement date in determining the present value of future lease payments. Lease terms include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases are recognized on a straight-line basis over the lease term. The Company elected to adopt a package of practical expedients under Topic 842 which removes the requirement to reassess whether expired or existing contracts contain leases and removes the requirement to reassess the lease classification for any existing leases prior to the adoption date of January 1, 2019. Additionally, the Company has made a policy election not to capitalize leases with a term of 12 months or less. In accordance with ASC 360-10, management reviews operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on estimated future undiscounted cash flows. If so indicated, an impairment loss would be recognized for the difference between the carrying amount of the asset and its fair value. |
Recent Accounting Standards: | O. Recent Accounting Standards: In June 2016, the FASB issued ASU 2016-13 "Financial Instruments – Credit Losses" to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. The Company plans to adopt this ASU in the first quarter of 2020. The Company does not expect the adoption of this ASU will have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, "Changes to Disclosure Requirements for Fair Value Measurements," which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements and is effective for the Company beginning on January 1, 2020. The Company does not expect that this standard will have a material effect on the Company's consolidated financial statements. In November 2018, the FASB issued ASU 2018-18 – "Collaborative Arrangements (Topic 808)," which clarifies the interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers. The Company adopted this standard on January 1, 2020. This standard is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for the Company beginning on January 1, 2021, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on the consolidated financial statements and related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | Estimated Useful Lives Laboratory equipment 6-7 years Computers and software 3 years Equipment and furniture 6-7 years Leasehold improvements Shorter of lease term or useful life |
Schedule of fair value of our financial assets and liabilities on a recurring basis | December 31, 2019 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent liabilities - - 585 585 December 31, 2018 Level 1 Level 2 Level 3 Fair Value Liabilities Contingent liabilities - - 889 889 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | As of December 31, 2019 2018 USD In thousands Government institutions 244 129 Prepaid insurance 1,560 2 Other prepaid expenses 264 9 2,068 140 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | As of December 31, 2019 2018 USD In thousands Cost: Computers and software 350 272 Laboratory equipment 1,729 608 Equipment and furniture 159 132 Leasehold improvements 300 214 2,538 1,226 Depreciation: Computers and software 199 125 Laboratory equipment 367 165 Equipment and furniture 5 4 Leasehold improvements 86 45 657 339 1,881 887 |
Acquisition of Subsidiary (Tabl
Acquisition of Subsidiary (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of change in the fair value of the contingent consideration | Contingent As of December 31, 2018 889 Revaluation of contingent consideration (629 ) As of December 31, 2019 260 Contingent As of December 31, 2017 1,001 Revaluation of contingent consideration (112 ) As of December 31, 2018 889 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of supplemental cash flow information related to operating leases | Year ended Cash payments for operating leases accounted under ASU 2016-02 219 |
Schedule of future lease payments under operating leases | Operating 2020 $ 381 2021 380 2022 272 2023 143 2024 98 Total operating lease payments 1,274 Less imputed interest (43 ) Total operating lease liability balance $ 1,231 |
Other Account Payables (Tables)
Other Account Payables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of other account payables | As of December 31, 2019 2018 USD In thousands Employees and related institutions 1,780 807 Accrued expenses 587 411 Government institutions 169 120 Deferred income 60 58 2,596 1,396 |
Balances and Transaction with_2
Balances and Transaction with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of balances with related parties | As of December 31, 2019 2018 USD In thousands Additional paid in capital (treasury stock) (See 1 below) (19 ) - Related party receivable (payable) See 2 below 50 (50 ) |
Schedule of transactions with related parties | Year ended 2019 2018 R&D expenses (See 2 below) (167 ) - General and administration expenses (See 3 below) - 28 |
Shareholders Equity (Tables)
Shareholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of fair value options granted | 2019 2018 Underlying value of ordinary share ($) 1.7-10 1.7-2 Exercise price ($) 1.7-10 1.7-2 Expected volatility (%) 93.1 93.1 Term of the option (years) 6.25 6.25 Risk-free interest rate (%) 2.23 2.25-3.05 |
Schedule of options to purchase company's ordinary shares | For year ended December 31, 2019 Employees Consultants Number of Weighted Aggregate Number of Weighted Aggregate Outstanding at the beginning of year 1,868,749 1.58 849 702,388 0.69 944 Granted 704,699 2.03 79,630 2.03 Forfeited (137,682 ) 1.90 - Exercised (74,581 ) 1.34 - Outstanding at the end of year 2,361,185 1.87 19,185 782,018 0.82 6,588 Vested at year end 1,011,862 470,236 Weighted average remaining contractual life – years as of December 31, 2019 8.16 7.29 For year ended December 31, 2018 Employees Consultants Number of Weighted Aggregate Number of Weighted Aggregate Outstanding at the beginning of year 1,278,900 1.29 840 518,442 0.21 915 Granted 801,310 1.98 183,946 2.03 Forfeited (180,523 ) 1.63 - Exercised (30,938 ) (*) - Outstanding at the end of year 1,868,749 1.58 849 702,388 0.69 944 Vested at year end 653,201 323,111 Weighted average remaining contractual life – years as of December 31, 2018 8.65 8.1 (*) Less than $0.01. |
Schedule of share-based payment expenses | Year ended 2019 2018 USD In thousands R&D 450 623 General and administrative 488 328 938 951 |
Schedule of outstanding warrants | Warrant Issuance Date Expiration Date Exercise Price Number of Private Warrants issued to Yeda(see 1 below) May 11, 2017 May 11, 2025 (*) 591,382 Private Warrants issued to Founders (see 2 below) November 27, 2017 - 10,589 Private Placement Warrants (see 3 below) IPO (December 13, 2018) December 13, 2023 $ 11.50 2,900,000 Public Warrants (see 4 below) IPO (December 13, 2018) October 28, 2024 $ 11.50 3,500,000 7,001,971 (*) less than $0.001. |
R&D Expenses, Net (Tables)
R&D Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Schedule of research and development expenses, net | Year ended 2019 2018 USD In thousands Professional service and subcontractors 4,295 4,365 Salaries and related expenses 7,896 3,972 Share-based compensation 450 623 Depreciation 317 210 Materials and supplies 997 611 13,955 9,781 Less Income from Collaboration Agreement (see Note 8) (167 ) - Less Grants from the IIA (see Note 10A) (299 ) (646 ) 13,489 9,135 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
General and Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | Year ended 2019 2018 USD In thousands Salaries and related expenses 1,746 1,369 Incubator overhead - 28 Share-based compensation 488 328 Professional services 3,765 284 Travel expenses 445 258 Office expenses 286 189 Recruitment expenses 333 209 Rent and rent related expenses 374 333 Other 1,281 362 8,718 3,360 |
Finance Income (Expenses), Net
Finance Income (Expenses), Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Finance Income (Expenses), Net [Abstract] | |
Schedule of finance income (expense) | Year ended 2019 2018 USD In thousands Exchange rate differences (483 ) 420 Interest income from bank deposits (921 ) (103 ) Revaluation of contingent liabilities (304 ) - Bank fees and other 64 9 (1,644 ) 225 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | As of December 31, 2019 2018 USD In thousands Net operating loss carry-forward Biomx Inc. - - Net operating loss carry-forward Biomx Ltd. 5,953 2,430 Total deferred tax assets 5,953 2,430 Valuation allowance (5,953 ) (2,430 ) Net deferred tax assets $ - $ - |
Schedule of reconciliation of the federal statutory and effective tax rate | As of December 31, 2019 2018 USD In thousands Statutory U.S. federal income tax rate 21 % 21 % U.S. vs foreign tax rate differential 2 2 Business Combination expenses (3.1 ) - Valuation allowance (19.9 ) (23 ) Effective tax rate 0 % 0 % |
Basic Loss Per Share (Tables)
Basic Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share and weighted average number of shares | For the year ended December 31, 2019 2018 Net loss 20,563 12,720 Net loss attributable to holders of Preferred shares (pre-merger – BiomX Ltd.) - 2,533 Net loss used in the calculation of basic net loss per share 20,563 15,253 Net loss per share 3.66 7.62 Weighted average number of Common Stock 5,615,856 2,002,464 |
General (Details)
General (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Recapitalization transaction, percentage | 100.00% | |||
Issued of common stock | 22,862,835 | 2,307,871 | ||
Total consideration from merger | $ 60,100 | |||
Restricted cash and cash equivalent | 72,410 | $ 8,693 | $ 6,993 | |
Short-term deposits | $ 10,003 | $ 31,055 | ||
Risk factors, description | Operations for more than 12 months from the date of issuance of these financial statements and sufficient to fund its operations necessary to continue development activities of its current proposed products. | |||
BiomX Israel [Member] | ||||
Issued of common stock | 15,069,058 | |||
Percentage issued to former shareholders of subsidiary in the merger | 65.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Leasehold improvements [Member] | |
Property and equipment estimated useful lives | Shorter of lease term or useful life |
Computers and software [Member] | |
Property and equipment estimated useful lives | 3 years |
Equipment and furniture [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 6 years |
Equipment and furniture [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 7 years |
Laboratory equipment [Member] | Minimum [Member] | |
Property and equipment estimated useful lives | 6 years |
Laboratory equipment [Member] | Maximum [Member] | |
Property and equipment estimated useful lives | 7 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Liabilities | ||
Contingent liabilities | $ 585 | $ 889 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Contingent liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Contingent liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Contingent liabilities | $ 585 | $ 889 |
Significant Accounting Polici_6
Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Bears fixed annual interest | 2.10% | |
Defined contribution expenses | $ 381 | $ 283 |
Maximum [Member] | ||
Bears fixed annual interest | 2.80% | |
Minimum [Member] | ||
Bears fixed annual interest | 3.60% |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Assets [Abstract] | ||
Government institutions | $ 244 | $ 129 |
Prepaid insurance | 1,560 | 2 |
Other prepaid expenses | 264 | 9 |
Other Current Assets | $ 2,068 | $ 140 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, other | $ 2,538 | $ 1,226 |
Property and equipment, gross | 657 | 339 |
Property and equipment, net | 1,881 | 887 |
Computers and software [Member] | ||
Computers and software, cost | 350 | 272 |
Computers and software, depreciation | 199 | 125 |
Laboratory equipment [Member] | ||
Property and equipment net, cost | 1,729 | 608 |
Property and equipment net, depreciation | 367 | 165 |
Equipment and furniture [Member] | ||
Property and equipment net, cost | 159 | 132 |
Property and equipment net, depreciation | 5 | 4 |
Leasehold improvements [Member] | ||
Leasehold improvements, cost | 300 | 214 |
Leasehold improvements, depreciation | $ 86 | $ 45 |
Acquisition of Subsidiary (Deta
Acquisition of Subsidiary (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Contingent consideration | ||
Opening balance | $ 889 | $ 1,001 |
Revaluation of contingent consideration | (629) | (112) |
Ending balance | $ 260 | $ 889 |
Acquisition of Subsidiary (De_2
Acquisition of Subsidiary (Details Textual) | 1 Months Ended |
Nov. 19, 2017 | |
BiomX Israel [Member] | |
Acquisition of Subsidiary (Textual) | |
Share purchase agreement, description | BiomX Israel signed a share purchase agreement with the shareholders of RondinX Ltd. In accordance with the share purchase agreement, BiomX Israel acquired 100% control and ownership of RondinX Ltd. for consideration valued at US$4.5 million. The consideration included the issuance of 250,023 Preferred A Shares, the issuance of warrants to purchase an aggregate of 4,380 Series A-1 preferred shares, and additional contingent consideration. The contingent consideration is based on the attainment of future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of primary sclerosing cholangitis or entry into qualifying collaboration agreements with certain third parties and may require the Company to issue 567,729 ordinary shares upon the attainment of certain milestones, as well as make future cash payments and/or issue additional shares of the most senior class of the Company's shares authorized or outstanding as of the time the payment is due, or a combination of both of up to $32 million of the Company within ten years from the closing of the agreement and/or the entering of agreements with certain third parties or their affiliates that include a qualifying up-front fee and is entered into within three years from the closing of the agreement. |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash payments for operating leases accounted under ASU 2016-02 | $ 219 |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 381 |
2021 | 380 |
2022 | 272 |
2023 | 143 |
2024 | 98 |
Total operating lease payments | 1,274 |
Less imputed interest | (43) |
Total operating lease liability balance | $ 1,231 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Leases (Textual) | ||
Weighted average remaining lease term | 4 years | |
weighted average discount rate | 3.00% | |
Lease Agreements [Member] | ||
Leases (Textual) | ||
Operating lease, description | The agreement is for five years beginning on June 1, 2017 with an option to extend for an additional five years. | |
Monthly lease payments | $ 17 | |
Leases expense for one contract | 201 | $ 198 |
Bank guarantee to property amount | $ 95 | |
Additional Lease Agreements [Member] | ||
Leases (Textual) | ||
Operating lease, description | The agreement is for five years beginning on September 8, 2019 with an option to extend for an additional three years. | |
Monthly lease payments | $ 10 | |
Leases expense for one contract | 18 | |
Bank guarantee to property amount | $ 59 |
Other Account Payables (Details
Other Account Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Employees and related institutions | $ 1,780 | $ 807 |
Accrued expenses | 587 | 411 |
Government institutions | 169 | 120 |
Deferred income | 60 | 58 |
Total | $ 2,596 | $ 1,396 |
Balances and Transaction with_3
Balances and Transaction with Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Additional paid in capital (treasury stock) (See 1 below) | $ (19) | |
Related party receivable (payable) See 2 below | $ 50 | $ (50) |
Balances and Transaction with_4
Balances and Transaction with Related Parties (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
R&D expenses (See 2 below) | $ (167) | |
General and administration expenses (See 3 below) | $ 28 |
Balances and Transaction with_5
Balances and Transaction with Related Parties (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balances and Transaction with Related Parties (Textual) | ||
Loan granted to related party | $ 19 | |
Aggregate of remaining potential commitment | $ 89 | |
Percentage of receive incubator fees equal to payroll expense | 20.00% | |
Total expenses | $ 28 | |
Indemnification agreement, description | BiomX Israel entered into indemnification agreement with the Incubator on December 13, 2017. According to the agreement, the aggregate amount of the indemnification shall not exceed an aggregate of NIS 2,295 thousand (approximately $664 thousand). In addition, the indemnification is limited only to matters in connection with the Company’s compliance with the IIA regulations and that such indemnification undertakings will not derogate from any other indemnification undertakings to which BiomX Israel is bound. | |
Issuance of shares on loan to treasury stock | 5,700 | |
Janssen Research & Development, LLC [Member] | ||
Balances and Transaction with Related Parties (Textual) | ||
Research collaboration agreement, description | BiomX Israel is eligible to receive fees totaling $167 thousand in instalments of $50 thousand within 60 days of signing of the agreement, $17 thousand upon completion of data processing, and two instalments of $50 thousand each, upon delivery of Signature Phase I of the Final Study Report (both terms defined within the agreement). This agreement ended in 2020, 30 days after the parties completed the research program and BiomX Israel provided Janssen with a final study report. As of December 31, 2019, consideration of $117 thousand had been received. The remaining $50 thousand consideration was received in January 2020. |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) $ / shares in Units, ₪ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2015USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2017ILS (₪) | Dec. 31, 2016USD ($) | Dec. 31, 2019ILS (₪) | May 31, 2017shares | |
Commitments and Contingent Liabilities (Textual) | ||||||||
Approved budget | $ 781 | |||||||
Percentage of approved budget | 30.00% | 85.00% | 85.00% | |||||
Amount of deduction from R&D expense | $ 299 | $ 646 | ||||||
Contingent obligation | 2,300 | |||||||
New application of total budget amount | $ 3,100 | |||||||
Other Commitments, description | The program is for the period beginning from July 2019 through December 2019. | |||||||
Additional budget | $ 11,900 | |||||||
Annual license fees | $ 10 | |||||||
License fees, description | Annual license fees of between $15 thousand to $25 thousand subject to the terms and conditions specified in the agreement. | Annual license fees of between $15 thousand to $25 thousand subject to the terms and conditions specified in the agreement. | ||||||
Royalty payments based on future revenue | $ 3,200 | |||||||
Amount of liabilites recorded to agrement | 217 | |||||||
2017 License Agreement [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Annual license fees | $ 10 | 10 | $ 10 | |||||
Warrants to purchase ordinary shares | shares | 591,382 | |||||||
Nominal value | $ / shares | $ 0.0001 | |||||||
Additional Lease Agreements [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Commitments and Contingent Liabilities, description | (i) to pay a license issue fee of $20 thousand and annual license fees ranging from $15 thousand to $25 thousand; (ii) make additional payments based upon the achievement of clinical and regulatory milestones up to an aggregate of $3.2 million (“milestone payments”); and (iii) make tiered royalty payments, in the low single digits based on future revenue. | |||||||
License and Maintenance [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Other Commitments, description | BiomX Israel is also required to make payments to MIT upon the satisfaction of development and commercialization milestones totaling up to $2.4 million in aggregate, as well as royalty payments on future revenues. The consolidated financial statements include a liability with respect to this agreement in the amount of $108 thousand as of December 31, 2019. There was no liability recorded with respect to this agreement as of December 31, 2018. | BiomX Israel is also required to make payments to MIT upon the satisfaction of development and commercialization milestones totaling up to $2.4 million in aggregate, as well as royalty payments on future revenues. The consolidated financial statements include a liability with respect to this agreement in the amount of $108 thousand as of December 31, 2019. There was no liability recorded with respect to this agreement as of December 31, 2018. | ||||||
Annual license fees | $ 25 | $ 25 | $ 25 | |||||
Maximum payments of license maintenance fees | 250 | |||||||
License Agreement [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Approved budget | $ 1,800 | |||||||
Annual license fees | $ 10 | |||||||
Maximum [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Royalties rate | 3.00% | 3.00% | ||||||
Minimum [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Royalties rate | 3.50% | 3.50% | ||||||
NIS [Member] | ||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||
Approved budget | ₪ | ₪ 2,700 | |||||||
New application of total budget amount | $ 10,800 | |||||||
Additional budget | ₪ | ₪ 41,400 |
Shareholders Equity (Details)
Shareholders Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Expected volatility | 93.10% | 93.10% |
Term of the option | 6 years 2 months 30 days | 6 years 2 months 30 days |
Risk-free interest rate | 2.23% | |
Minimum [Member] | ||
Underlying value of ordinary share | 1.7 | 1.7 |
Exercise price | $ 1.7 | $ 1.7 |
Risk-free interest rate | 2.25% | |
Maximum [Member] | ||
Underlying value of ordinary share | 10 | 2 |
Exercise price | $ 10 | $ 2 |
Risk-free interest rate | 3.05% |
Shareholders Equity (Details 1)
Shareholders Equity (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Consultants [Member] | |||
Number of Options | |||
Outstanding, beginning balance | 702,388 | 518,442 | |
Granted | 79,630 | 183,946 | |
Forfeited | |||
Exercised | |||
Outstanding, ending balance | 782,018 | 702,388 | |
Vested at year end | 470,236 | 323,111 | |
Weighted average remaining contractual life | 7 years 3 months 15 days | 8 years 1 month 6 days | |
Weighted average exercise price | |||
Outstanding, beginning balance | $ 0.69 | $ 0.21 | |
Granted | 2.03 | 2.03 | |
Forfeited | |||
Exercised | |||
Outstanding, ending balance | $ 0.82 | $ 0.69 | |
Aggregate intrinsic value | |||
Outstanding, beginning balance | $ 944 | $ 915 | |
Outstanding, ending balance | $ 6,588 | $ 944 | |
Employees [Member] | |||
Number of Options | |||
Outstanding, beginning balance | 1,868,749 | 1,278,900 | |
Granted | 704,699 | 801,310 | |
Forfeited | (137,682) | (180,523) | |
Exercised | (74,581) | (30,938) | |
Outstanding, ending balance | 2,361,185 | 1,868,749 | |
Vested at year end | 1,011,862 | 653,201 | |
Weighted average remaining contractual life | 8 years 1 month 27 days | 8 years 7 months 24 days | |
Weighted average exercise price | |||
Outstanding, beginning balance | $ 1.58 | $ 1.29 | |
Granted | 2.03 | 1.98 | |
Forfeited | 1.90 | 1.63 | |
Exercised | 1.34 | [1] | |
Outstanding, ending balance | $ 1.87 | $ 1.58 | |
Aggregate intrinsic value | |||
Outstanding, beginning balance | $ 849 | $ 840 | |
Outstanding, ending balance | $ 19,185 | $ 849 | |
[1] | Less than $0.01. |
Shareholders Equity (Details 2)
Shareholders Equity (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
R&D | $ 450 | $ 623 |
General and administrative | 488 | 328 |
Share-based payment expenses, Total | $ 938 | $ 951 |
Shareholders Equity (Details 3)
Shareholders Equity (Details 3) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Number of Shares of Common Stock Underlying Warrants | 7,001,971 | ||
Private Warrants issued to Yeda [Member] | |||
Issuance Date | May 11, 2017 | ||
Expiration Date | May 11, 2025 | ||
Exercise Price Per Share | [1] | $ 0.001 | |
Number of Shares of Common Stock Underlying Warrants | 591,382 | ||
Private Warrants issued to Founders [Member] | |||
Issuance Date | Nov. 27, 2017 | ||
Exercise Price Per Share | |||
Number of Shares of Common Stock Underlying Warrants | 10,589 | ||
Private Placement Warrants [Member] | IPO [Member] | |||
Issuance Date | Dec. 13, 2018 | ||
Expiration Date | Dec. 13, 2023 | ||
Exercise Price Per Share | $ 11.50 | ||
Number of Shares of Common Stock Underlying Warrants | 2,900,000 | ||
Public Warrants [Member] | IPO [Member] | |||
Issuance Date | Dec. 13, 2018 | ||
Expiration Date | Oct. 28, 2024 | ||
Exercise Price Per Share | $ 11.50 | ||
Number of Shares of Common Stock Underlying Warrants | 3,500,000 | ||
[1] | less than $0.001. |
Shareholders Equity (Details Te
Shareholders Equity (Details Textual) $ / shares in Units, $ in Thousands | Jan. 08, 2019USD ($)shares | Dec. 11, 2018USD ($)shares | Dec. 18, 2018USD ($)$ / sharesshares | Nov. 28, 2018USD ($)$ / sharesshares | Oct. 28, 2018shares | Dec. 31, 2019USD ($)Employeesconsultants$ / sharesshares | Dec. 31, 2018USD ($)Employeesconsultants$ / sharesshares | Oct. 28, 2019$ / sharesshares | Nov. 30, 2017shares | May 31, 2017$ / sharesshares |
Shareholders Equity (Textual) | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||
Fair value granted | $ | $ 1,406 | $ 1,451 | ||||||||
Weighted average exercise price | $ / shares | $ 0.01 | |||||||||
Share based compensation expenses | $ | $ 732 | 405 | ||||||||
Unrecognized compensation expense | $ | 2,308 | 3,026 | ||||||||
Recongnized expense income | $ | $ 241 | $ 584 | ||||||||
Issuance of warrrants | 236,552 | |||||||||
Warrants, description | a. 177,414 upon the filing of a patent application covering any Discovered Target or a Product,b. 118,277 upon achievement of the earlier of the following milestone by the Company: (i) execution of an agreement with a pharmaceutical company with respect to the commercialization of any of the Company’s licensed technology or the Consulting IP or a Product (both defined in the 2017 License Agreement ) or (ii) the filing of a patent application covering any Discovered Target (as defined in the 2017 License Agreement) or a Product. c. 59,139 upon completion of a Phase 1 clinical trial in respect of a Product. | |||||||||
Public warrants, description | ● in whole and not in part;● at a price of $0.01 per warrant;● at any time during the exercise period;● upon a minimum of 30 days’ prior written notice of redemption;● if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. | |||||||||
Preferred Stock | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||
New Incentive Plan [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Grant options | $ / shares | $ 1,000 | |||||||||
Equity incentive plan, description | The aggregate number of shares of Common Stock that may be delivered pursuant to the 2019 Plan will automatically increase on January 1 of each year, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to four percent (4%) of the total number of Common Stock outstanding on December 31 of the preceding calendar year. Notwithstanding the foregoing, the Board of Directors may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of Common Stock than provided herein. | |||||||||
Stock Options [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Purchase of ordinary shares | 74,581 | 30,938 | ||||||||
Grant options | $ / shares | $ 527,716 | |||||||||
Grant approved | 704,669 | 785,775 | ||||||||
Employees consideration | Employees | 22 | 27 | ||||||||
Non-tradable options | 79,630 | 199,481 | ||||||||
Consideration consultants | consultants | 2 | 2 | ||||||||
Share based compensation, description | · 876,504 options were granted at an exercise prices of $1.97-$2.03 per share. 25% of the options vest and become exercisable on the first anniversary of the vesting commencement date. Thereafter, the options vest and become exercisable in 12 equal quarterly instalments of 6.25% each.· 108,752 options were granted at an exercise price of $1.69 per share and vest on variable vesting dates. | |||||||||
Excercise price | $ / shares | $ 1.34 | $ 0.001 | ||||||||
IPO [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Offering price | $ / shares | $ 10 | |||||||||
Total gross proceeds | $ | $ 70,000 | |||||||||
Consummated initial public offering | 7,000,000 | |||||||||
Price Per Share | $ / shares | $ 11.50 | |||||||||
Retained transaction | $ | $ 60,100 | |||||||||
Private Placement [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Aggregate warrants shares | 2,900,000 | |||||||||
Yeda [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Shares of issued warrants | 7,615 | |||||||||
Founder [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Shares of issued warrants | 2,974 | |||||||||
BiomX Isreal [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Exchange for common shares | 15,069,058 | |||||||||
Shares outstanding, percentage | 65.00% | |||||||||
Earnout shares, description | A. 2,000,000 additional shares of the Company’s Common Stock if the daily volume weighted average price of the Company’s Common Stock in any 20 trading days within a 30-trading day period prior to January 1, 2022 is greater than or equal to $16.50 per share.B. 2,000,000 additional shares of the Company’s Common Stock if the daily volume weighted average price of the Company’s Common Stock in any 20 trading days within a 30-trading day period prior to January 1, 2024 is greater than or equal to $22.75 per share.C. 2,000,000 additional shares of the Company’s Common Stock if the daily volume weighted average price of the Company’s Common Stock in any 20 trading days within a 30-trading day period prior to January 1, 2026 is greater than or equal to $29.00 per share. | |||||||||
Purchase of ordinary shares | 1 | |||||||||
License Agreement [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Price Per Share | $ / shares | $ 0.0001 | |||||||||
Warrants to purchase Ordinary Shares | 591,382 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Preferred stock, shares issued | 3,028,990 | |||||||||
Sale of stock, consideration | $ | $ 13,000 | |||||||||
Series A Preferred Stock [Member] | Share Purchase Agreement [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Preferred stock, shares issued | 5,478,985 | |||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||
Sale of stock, consideration | $ | $ 30,155 | $ 31,955 | ||||||||
Shares issued | 205,750 | |||||||||
Series A Preferred Stock [Member] | Share Purchase Agreement [Member] | Investors [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Sale of stock, consideration | $ | $ 1,800 | $ 30,155 | ||||||||
Shares issued | 308,628 | 4,964,607 | ||||||||
Common Stock [Member] | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Common stock, shares issued | 60,000,000 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Common stock, shares outstanding | 22,862,835 | |||||||||
Preferred Stock | ||||||||||
Shareholders Equity (Textual) | ||||||||||
Preferred stock, shares issued | ||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||
Preferred stock, shares authorized | 1,000,000 |
R&D Expenses, Net (Details)
R&D Expenses, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development [Abstract] | ||
Professional service and subcontractors | $ 4,295 | $ 4,365 |
Salaries and related expenses | 7,896 | 3,972 |
Share-based compensation | 450 | 623 |
Depreciation | 317 | 210 |
Materials and supplies | 997 | 611 |
Total | 13,955 | 9,781 |
Less Income from Collaboration Agreement (see Note 8) | (167) | |
Less Grants from the IIA (see Note 10A) | (299) | (646) |
Research and Development Expense | $ (13,489) | $ (9,135) |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based compensation | $ 938 | $ 951 |
Other | 488 | 328 |
General and Administrative Expense [Member] | ||
Salaries and related expenses | 1,746 | 1,369 |
Incubator overhead | 28 | |
Share-based compensation | 488 | 328 |
Professional services | 3,765 | 284 |
Travel expenses | 445 | 258 |
Office expenses | 286 | 189 |
Recruitment expenses | 333 | 209 |
Rent and rent related expenses | 374 | 333 |
Other | 1,281 | 362 |
Total | $ 8,718 | $ 3,360 |
Finance Income (Expenses), Ne_2
Finance Income (Expenses), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finance Income (Expenses), Net [Abstract] | ||
Exchange rate differences | $ (483) | $ 420 |
Interest income from bank deposits | (921) | (103) |
Revaluation of contingent liabilities | (304) | |
Bank fees and other | 64 | 9 |
Financial expenses, net | $ (1,644) | $ 225 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forward Biomx Inc. | ||
Net operating loss carry-forward Biomx Ltd. | 5,953 | 2,430 |
Total deferred tax assets | 5,953 | 2,430 |
Valuation allowance | (5,953) | (2,430) |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal income tax rate | 21.00% | 21.00% |
U.S. vs foreign tax rate differential | 2.00% | 2.00% |
Business Combination expenses | (3.10%) | |
Valuation allowance | (19.90%) | (23.00%) |
Effective tax rate | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes (Textual) | |||
Statutory federal income tax rate | 21.00% | 21.00% | |
Total net operating losses | $ 25,883 | $ 10,556 | $ 5,689 |
Israel [Member] | |||
Income Taxes (Textual) | |||
Statutory income tax rate | 23.00% |
Basic Loss Per Share (Details)
Basic Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Basic Loss Per Share | ||
Net loss | $ 20,563 | $ 12,720 |
Net loss attributable to holders of Preferred shares (pre-merger – BiomX Ltd.) | 2,533 | |
Net loss used in the calculation of basic net loss per share | $ 20,563 | $ 15,253 |
Net loss per share | $ 3.66 | $ 7.62 |
Weighted average number of Common Stock | 5,615,856 | 2,002,464 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | 1 Months Ended |
Mar. 25, 2020Employees$ / sharesshares | |
Options granted to employees | shares | 814,700 |
Exercise price of options granted | $ / shares | $ 6.21 |
Number of employees approved options granted | Employees | 67 |
Maximum [Member] | |
Vesting periods | 4 years |
Minimum [Member] | |
Vesting periods | 3 years |