Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 14, 2020 | |
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-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
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 Common Stock, Shares Outstanding | 22,925,860 | |
Entity File Number | 001-38762 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE |
Interim Consolidated Balance Sh
Interim Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 65,292 | $ 72,256 |
Restricted cash | 149 | 154 |
Short-term deposits | 10,052 | 10,003 |
Related parties | 50 | |
Other current assets | 1,680 | 2,068 |
Total current assets | 77,173 | 84,531 |
Lease deposit | 5 | 5 |
Property and equipment, net | 2,039 | 1,881 |
In-process research and development ("R&D") | 4,177 | 4,556 |
Operating lease right-of-use asset | 1,066 | 1,148 |
Total non-current assets | 7,287 | 7,590 |
Total asset | 84,460 | 92,121 |
Current liabilities | ||
Trade account payables | 1,340 | 3,253 |
Other account payables | 2,380 | 2,596 |
Current portion of lease liabilities | 361 | 375 |
Total current liabilities | 4,081 | 6,224 |
Non-current liabilities | ||
Lease liabilities - net of current portion | 740 | 856 |
Contingent liabilities | 641 | 585 |
Total non-current liabilities | 1,381 | 1,441 |
Commitments and Contingent Liabilities | ||
Shareholders' equity | ||
Common stock, $0.0001 par value ("Ordinary Shares"); Authorized -60,000,000 shares as of March 31, 2020 and December 31, 2019. Issued - 22,925,860 as of March 31, 2020 and December 31, 2019. Outstanding - 22,920,160 shares as of March 31, 2020 and 22,862,835 as of December 31, 2019. | 2 | 2 |
Additional paid in capital | 127,069 | 126,626 |
Accumulated deficit | (48,073) | (42,172) |
Total shareholders' equity | 78,998 | 84,456 |
Total liabilities and shareholders' equity | $ 84,460 | $ 92,121 |
Interim Consolidated Balance _2
Interim Consolidated Balance Sheets (Parenthetical) (unaudited) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 60,000,000 | 60,000,000 |
Common stock, issued | 22,925,860 | 22,925,860 |
Common stock, outstanding | 22,920,160 | 22,862,835 |
Interim Consolidated Statements
Interim Consolidated Statements Of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Research and development ("R&D") expenses, net | $ 3,908 | $ 2,743 |
General and administrative expenses | 2,058 | 981 |
Operating Loss | 5,966 | 3,724 |
Finance income, net | (65) | (499) |
Net Loss | $ 5,901 | $ 3,225 |
Basic and diluted loss per Ordinary Shares | $ 0.26 | $ 2.2 |
Weighted average number of Ordinary Shares outstanding, basic and diluted | 22,897,723 | 2,005,043 |
Interim Consolidated Statemen_2
Interim Consolidated Statements of Changes in Shareholders' Equity (unaudited) - USD ($) $ in Thousands | Common Stock | Additional paid in capital | Accumulated deficit | Preferred A Shares (pre-merger-BiomX Ltd.) | Preferred B Shares (pre-merger-BiomX Ltd.) | Total | |||
Balance at Dec. 31, 2018 | [1] | $ 64,410 | $ (21,609) | $ 1 | $ 1 | $ 42,803 | |||
Balance, shares at Dec. 31, 2018 | [2] | 2,307,871 | 7,543,831 | 5,170,357 | |||||
Issuance of shares | 1,800 | [1] | 1,800 | ||||||
Issuance of shares, shares | [2] | 308,628 | [2] | ||||||
Share-based payment | 304 | 304 | |||||||
Net loss | (3,225) | (3,225) | |||||||
Balance at Mar. 31, 2019 | [1] | 66,514 | (24,834) | $ 1 | $ 1 | 41,682 | |||
Balance, shares at Mar. 31, 2019 | [2] | 2,307,871 | 7,543,831 | 5,478,985 | |||||
Balance at Dec. 31, 2019 | $ 2 | 126,626 | (42,172) | 84,456 | |||||
Balance, shares at Dec. 31, 2019 | 22,862,835 | ||||||||
Exercise of options | [1] | 106 | $ 106 | ||||||
Exercise of options, shares | 57,325 | 57,325 | |||||||
Share-based payment | 337 | $ 337 | |||||||
Net loss | (5,901) | (5,901) | |||||||
Balance at Mar. 31, 2020 | $ 2 | $ 127,069 | $ (48,073) | $ 78,998 | |||||
Balance, shares at Mar. 31, 2020 | 22,920,160 | ||||||||
[1] | Less than $1 thousand. | ||||||||
[2] | Number of shares has been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the reverse recapitalization transaction consummated on October 28, 2019 (refer to Note 1). |
Interim Consolidated Statemen_3
Interim Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS - OPERATING ACTIVITIES | ||
Net loss | $ (5,901) | $ (3,225) |
Adjustments required to reconcile cash flows used in operating activities: | ||
Depreciation and amortization | 501 | 53 |
Share-based compensation | 337 | 304 |
Revaluation of contingent liabilities | 56 | 6 |
Changes in operating assets and liabilities: | ||
Other receivables | 388 | (107) |
Trade account payables | (1,838) | 167 |
Other account payables | (216) | (214) |
Operating lease liabilities | (48) | |
Related parties | 50 | (24) |
Net cash used in operating activities | (6,671) | (3,040) |
CASH FLOWS - INVESTING ACTIVITIES | ||
Decrease in short-term deposit | (49) | (55) |
Purchase of property and equipment | (280) | (137) |
Net cash used in investing activities | (329) | (192) |
CASH FLOWS - FINANCING ACTIVITIES | ||
Issuance of preferred shares, net of issuance costs | 1,800 | |
Outflows in connection with current assets and liabilities acquired in reverse recapitalization | (75) | |
Exercise of stock options | 106 | |
Net cash provided by financing activities | 31 | 1,800 |
Decrease in cash and cash equivalents and restricted cash | (6,969) | (1,432) |
Cash and cash equivalents and restricted cash at the beginning of the period | 72,410 | 8,693 |
Cash and cash equivalents and restricted cash at the end of the Period | 65,441 | 7,261 |
Supplemental non-cash transactions: | ||
Recognition of right-of-use asset and lease liability upon adoption of ASU 2016-02 | $ 662 |
General
General | 3 Months Ended |
Mar. 31, 2020 | |
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. 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. On October 29, 2019, the Company's shares of Common Stock, units, and warrants began trading 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 March 31, 2020, the Company had unrestricted cash and cash equivalent balance of approximately $ 65 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 interim consolidated 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission ("SEC") regulations. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). The financial information contained in this report should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, that we filed on March 26, 2020. 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. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements with the exception of the following: 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 adopted this ASU on January 1, 2020. There was not a material impact on the interim 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. This standard did not have a material effect on the Company's interim 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 in the first quarter of fiscal year 2020. This standard did not have a material impact on the Company's consolidated financial statements and related disclosures. C. Recent Accounting Standards: 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. |
Short-Term Deposit
Short-Term Deposit | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
SHORT-TERM DEPOSIT | NOTE 3 – SHORT-TERM DEPOSIT 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 March 31, 2020, the Company deposits dominated in USD and in ILS at Leumi Bank (Israel) and BHI USA that bear fixed annual interest of 1.0% - 1.75%. As of March 31, 2019, the Company had deposits at Leumi Bank (Israel) and BHI USA that bore fixed annual interest of 0.21% - 3.63%. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 4 – LEASES On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective approach for all lease arrangements at the beginning period of adoption. The Company leases office space under operating leases. At March 31, 2020, the Company's ROU assets and lease liabilities for operating leases totaled $1,066 thousand and $1,101 thousand respectively. 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 $19 thousand. As part of the agreement, the Company has obtained a bank guarantee in favor of the property owner in the amount of approximately $94 thousand representing four monthly lease and related payments. Lease expenses recorded in the interim consolidated statements of operations were $52 thousand and $48 thousand for the three months ended March 31, 2020, and 2019, respectively. In September 2019, BiomX Israel entered into a 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 period until July 14, 2027. Monthly lease payments under the agreement are approximately $12 thousand. As part of the agreement, BiomX Israel will obtain a bank guarantee in favor of the property owner in the amount of approximately $58 thousand representing four monthly lease and related payments. Lease expenses recorded in the interim consolidated statements of operations were $36 thousand for the three months ended on March 31, 2020. Supplemental cash flow information related to operating leases was as follows (USD in thousands): Three months Cash payments for operating leases 88 As of March 31, 2020, the Company's operating leases had a weighted average remaining lease term of 4 years and a weighted average discount rate of 3%. Future lease payments under operating leases as of March 31, 2020 were as follows (USD in thousands): Operating Leases Remainder of 2020 $ 275 2021 $ 367 2022 $ 262 2023 $ 138 2024 $ 95 Total future lease payments $ 1,137 Less imputed interest $ ( 36 ) Total lease liability balance $ 1,101 |
Acquisition of Subsidiary
Acquisition of Subsidiary | 3 Months Ended |
Mar. 31, 2020 | |
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 $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 leveling during the three months ended March 31, 2020 and 2019. The change in the fair value of the contingent consideration as of March 31, 2020 and 2019 was as follows (USD in thousands): Contingent consideration As of December 31, 2019 585 Change in fair value of contingent consideration 56 As of March 31, 2020 641 Contingent consideration As of December 31, 2018 889 Change in fair value of contingent consideration 6 As of March 31, 2019 895 |
In-Process Research and Develop
In-Process Research and Development | 3 Months Ended |
Mar. 31, 2020 | |
In Process Research And Development [Abstract] | |
IN-PROCESS RESEARCH AND DEVELOPMENT | NOTE 6 – IN-PROCESS RESEARCH AND DEVELOPMENT Intangible assets acquired in the RondinX 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 March 31, 2020, the in-process R&D efforts have been completed. The Company has determined the definite useful life of three years for the intangible asset. Amortization expenses recorded in the interim consolidated statements of operations were $379 thousand for the three months ended on March 31, 2020. Based on management's analysis, there was no impairment for the three months ended March 31, 2020 and 2019. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 7 – COMMITMENTS AND CONTINGENT LIABILITIES A. During 2015, 2016 and 2017, BiomX Israel submitted three applications to the Israel Innovation Authority ("IIA") for a R&D project for the technological incubators program. The approved budget per year was NIS 2,700,000 (approximately $726 thousand) per application. According to the IIA directives, the IIA transferred to the Company 85% of the approved budget and the rest of the budget was funded by certain shareholders. 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. 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). IIA approved one, for a total budget of NIS 15.6 million (approximately $ 4.4 million). IIA will fund 30% of this budget. The program is for the period beginning from January 2020 through December 2020. As of March 31, 2020, the company had not yet received grants from the IIA with respect to the program. 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 the Company. 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 Company's R&D programs and generating sales. The Company 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 March 31, 2020; therefore, no liability was recorded in these consolidated financial statements. As of March 31, 2020, the Company had a contingent obligation to the IIA in the amount of approximately 2.2 million including annual interest of LIBOR linked to the USD. 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 procure the performance of certain research, including 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 an 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. BiomX Israel contributed an aggregate of approximately $1.8 million to the research budget agreed upon in the 2015 License Agreement. In addition, Yeda granted BiomX Israel an exclusive worldwide license for the development, production and sale of the products (the "License"), as defined and subject to the terms and conditions specified in the 2015 License Agreement and subject to the terms and conditions specified in the 2015 License Agreement. In return, BiomX Israel will pay Yeda annual license fees of approximately $10 thousand and royalties on revenues as defined in the 2015 License Agreement. In addition, in the event of certain mergers and acquisitions by the Company, 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. Upon the closing of the Recapitalization Transaction, the provisions of the Yeda license agreement related to the Exit Fee were amended wherein the Company will be obligated to pay Yeda a one-time payment as described in the amendment which will not exceed 1% of the consideration received under such transaction (see note 7I). As the Company has not yet generated revenue from operations, no provision was included in the interim consolidated balance sheets as of March 31, 2020 and December 31, 2019 with respect to the 2015 License Agreement. C In May 2017, BiomX Israel signed an additional agreement with Yeda (the "2017 License Agreement"). according to which, Yeda provided a license to the Company. As consideration for the license, the Company will pay $10,000 over the term of the 2017 License Agreement, unless earlier terminated by either party, and granted Yeda 591,382 warrants to purchase common shares of the Company. Refer to Note 8 below for the terms of the warrants granted. 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 interim consolidated financial statements with respect to the 2017 License Agreement as of March 31, 2020 and December 31, 2019. In July 2019, the Company, Yeda and BiomX Israel amended the 2015 License Agreement and the 2017 License Agreement with Yeda (the "Amendment"). See note 7I regarding the amendment. D. 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, the Company paid an initial license fee of $25,000 during the year ended December 31, 2017 and is required to pay certain license maintenance fees of up to $250,000 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 interim consolidated financial statements as of March 31, 2020 and December 31, 2019 include a liability with respect to this agreement in the amount of $123 and $108 thousand, respectively. E. As successor in interest to RondinX, BiomX Israel is a party to a license agreement dated March 20, 2016 with Yeda, pursuant to which BiomX Israel 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, BiomX Israel will pay license fees of $10,000 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 included in the interim consolidated statements of operations for the three months ended March 31, 2020 and 2019in the financial statements as of as of March 31, 2020 and December 31, 2019 with respect to the agreement. F. 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 Company's inflammatory bowel disease program. In return, the Company will pay annual license fees of between $15,000 to $25,000 subject to the terms and conditions specified in the agreement. Additionally, the Company is obligated to make additional payments based upon the achievement of clinical and regulatory milestones up to an aggregate of $3.2 million and royalty payments based on future revenue. As the Company has not yet generated revenue from operations, and the achievement of certain milestones is not probable, no provision was included in the interim consolidated statements of operations for the three months ended March 31, 2020 and 2019in the financial statements as of as of March 31, 2020 and December 31, 2019 with respect to the agreement. 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 license to certain patent rights related to the Company's Primary Sclerosing Cholangitis program. In return, the Company is required (i) to pay a license issue fee of $20,000 and annual license fees ranging from $15,000 to $25,000 and (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 $234 thousand and $217 as of March 31, 2020 and December 31, 2019 respectively. H. 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 March 31, 2020, one loan was granted in the amount of $19 thousand. and the aggregate amount of the remaining potential commitment is $89 thousand. All other shareholders waived their right to the loans. The number 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 related 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. I. In July 2019, the Company, Yeda and BiomX Israel amended the 2015 License Agreement and to the 2017 License Agreement with Yeda (the "Amendment"). Pursuant to the Amendment, following the closing of the Recapitalization Transaction, the provisions of the Yeda license agreements related to the exit fee were amended so that, the Company is obligated to pay Yeda a one-time payment as described in the amendment which will not exceed 1% of the consideration received under such transaction instead of the Exit Fee, in the event of any merger or acquisition involving BiomX the Company. |
Shareholders Equity
Shareholders Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS EQUITY | NOTE 8 – SHAREHOLDERS EQUITY A. Share Capital: Common Stock: The Company is authorized to issue 60,000,000 shares of Common Stock. Holders of the Company's Common Stock are entitled to one vote for each share. As of March 31, 2020, the Company had 22,925,860 issued shares and 22,920,160 outstanding shares of Common Stock. 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 with such designation, rights and preferences as may be determined from time to time by the Company's Board of Directors. C. Share-based compensation: 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 March 31, 2020, there are no shares remaining for issuance under the original option plan. 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. Option were granted under the 2015 plan. 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 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. On January 1, 2020 number of options available to grant was increased by 914,741 options. 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. On January 1, 2020, there were 915,741 shares available for issuance under the 2019 Plan. On March 25, 2020, the Board approved the grant of 814,700 options without consideration to 65 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. As of March 31, 2020, there are 101,041 shares available for issuance under the 2019 plan. The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: Three months ended March 31, 2020 2019 Underlying value of ordinary share ($) 6.21 2.03 Exercise price ($) 6.21 2.03 Expected volatility (%) 85 .0 93.1 Term of the option (years) 6.25 6.25 Risk-free interest rate (%) 0.52 2.23 The cost of the benefit embodied in the options granted during the three months ended March 31, 2020, based on their fair value as at the grant date, is estimated to be approximately $3.6 million. These amounts will be recognized in statements of operations 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 the three months ended March 31, 2020 Number of Options Weighted average exercise price Aggregate intrinsic value Outstanding at the beginning of period 3,143,802 1.09 25,733 Granted 814,700 6.21 Forfeited (16,747 ) 1.69 Exercised (57,325 ) 1.85 Outstanding at the end of period 3,884,430 2.87 16,035 Vested at end of period 1,654,090 Weighted average remaining contractual life – years as of March 31, 2020 6.96 Warrants: As of March 31, 2020, and 2019, 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. No expenses or income were recorded in R&D expenses, net in the consolidated statements of comprehensive loss for the three months ended March 31, 2020 and 2019. 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. 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 on Form S-1 for the resale of shares underlying the warrants on December 13, 2019, which was declared 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. (2) The following table sets forth the total share-based payment expenses resulting from options granted, included in the statements of operation: Three months ended March 31, 2020 2019 R&D 192 194 General and administrative 145 110 337 304 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 9 – RELATED PARTIES On October 31, 2018, BiomX 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 is eligible to receive fees totaling $167 thousand in installments of $50 thousand within 60 days of signing of the agreement, $17 thousand upon completion of data processing, and two installments of $50 thousand each, upon delivery of Signature Phase I of the Final Study Report (both terms defined within the agreement). Unless terminated earlier, this agreement will continue in effect, until 30 days after the parties complete the research program and BiomX provide Janssen with a final study report. The research period started during March 2019 and ended on September 2019. The final report was provided to Janssen in December 2019. |
Basic Loss Per Share
Basic Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
BASIC LOSS PER SHARE | NOTE 10 – BASIC LOSS PER SHARE The basic and diluted net loss per share and weighted average number of shares of Ordinary Shares used in the calculation of basic and diluted net loss per share are as follows (USD in thousands, except share and per share data): Three months ended March 31, 2020 2019 Net loss 5,901 3,225 Interest accrued on preferred shares (pre-merger – BiomX Ltd.) - 1,183 Net loss used in the calculation of basic net loss per share 5,901 4,408 Net loss per share 0.26 2.20 Weighted average number of Common Stock 22,897,723 2,005,043 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On May 5, 2020, the Board of Directors approved the grant of 79,000 options to four employees under the 2019 Incentive Plan. Options were granted at an exercise price of $5.59 per share with a vesting period of four years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission ("SEC") regulations. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). The financial information contained in this report should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, that we filed on March 26, 2020. |
Use of estimates in the preparation of financial statements | 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. |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim consolidated financial statements are identical to those applied in the preparation of the latest annual audited financial statements with the exception of the following: 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 adopted this ASU on January 1, 2020. There was not a material impact on the interim 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. This standard did not have a material effect on the Company's interim 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 in the first quarter of fiscal year 2020. This standard did not have a material impact on the Company's consolidated financial statements and related disclosures. |
Recent Accounting Standards | C. Recent Accounting Standards: 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. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of supplemental cash flow information related to operating leases | Three months Cash payments for operating leases 88 |
Schedule of future lease payments under operating leases | Operating Leases Remainder of 2020 $ 275 2021 $ 367 2022 $ 262 2023 $ 138 2024 $ 95 Total future lease payments $ 1,137 Less imputed interest $ ( 36 ) Total lease liability balance $ 1,101 |
Acquisition of Subsidiary (Tabl
Acquisition of Subsidiary (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of change in the fair value of the contingent consideration | Contingent consideration As of December 31, 2019 585 Change in fair value of contingent consideration 56 As of March 31, 2020 641 Contingent consideration As of December 31, 2018 889 Change in fair value of contingent consideration 6 As of March 31, 2019 895 |
Shareholders Equity (Tables)
Shareholders Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of black-scholes option-pricing model | Three months ended March 31, 2020 2019 Underlying value of ordinary share ($) 6.21 2.03 Exercise price ($) 6.21 2.03 Expected volatility (%) 85 .0 93.1 Term of the option (years) 6.25 6.25 Risk-free interest rate (%) 0.52 2.23 |
Schedule of options granted to purchase ordinary shares | For the three months ended March 31, 2020 Number of Options Weighted average exercise price Aggregate intrinsic value Outstanding at the beginning of period 3,143,802 1.09 25,733 Granted 814,700 6.21 Forfeited (16,747 ) 1.69 Exercised (57,325 ) 1.85 Outstanding at the end of period 3,884,430 2.87 16,035 Vested at end of period 1,654,090 Weighted average remaining contractual life – years as of March 31, 2020 6.96 |
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 $0.001. |
Schedule of share-based payment expenses | Three months ended March 31, 2020 2019 R&D 192 194 General and administrative 145 110 337 304 |
Basic Loss Per Share (Tables)
Basic Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted net loss per share | Three months ended March 31, 2020 2019 Net loss 5,901 3,225 Interest accrued on preferred shares (pre-merger – BiomX Ltd.) - 1,183 Net loss used in the calculation of basic net loss per share 5,901 4,408 Net loss per share 0.26 2.20 Weighted average number of Common Stock 22,897,723 2,005,043 |
General (Details)
General (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Oct. 28, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
General (Textual) | |||||
Recapitalization transaction, percentage | 100.00% | ||||
Issued of common stock | 22,925,860 | 22,925,860 | |||
Total consideration from merger | $ 60,100 | ||||
Restricted cash and cash equivalent | 65,441 | $ 72,410 | $ 7,261 | $ 8,693 | |
Short-term deposits | $ 10,052 | $ 10,003 | |||
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] | |||||
General (Textual) | |||||
Issued of common stock | 15,069,058 | ||||
Percentage issued to former shareholders of subsidiary in the merger | 65.00% |
Short-Term Deposit (Details)
Short-Term Deposit (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Short-Term Deposit (Textual) | ||
Short-term deposits, description | Short-term deposits represent time deposits placed with banks with original maturities of greater than three months but less than one year. | |
Minimum [Member] | ||
Short-Term Deposit (Textual) | ||
Fixed annual interest bearing, percentage | 1.00% | 0.21% |
Maximum [Member] | ||
Short-Term Deposit (Textual) | ||
Fixed annual interest bearing, percentage | 1.75% | 3.63% |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
Cash payments for operating leases | $ 88 |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 275 |
2021 | 367 |
2022 | 262 |
2023 | 138 |
2024 | 95 |
Total future lease payments | 1,137 |
Less imputed interest | (36) |
Total lease liability balance | $ 1,101 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Leases (Textual) | |||
Weighted average remaining lease term | 4 years | ||
Weighted average discount rate | 3.00% | ||
Operating lease right-of-use asset | $ 1,066 | $ 1,148 | |
Total lease liability balance | $ 1,101 | ||
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 | $ 19 | ||
Leases expense for one contract | 52 | $ 48 | |
Bank guarantee to property amount | $ 94 | ||
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 period until 14th of July 2027. | ||
Monthly lease payments | $ 12 | ||
Leases expense for one contract | 36 | ||
Bank guarantee to property amount | $ 58 |
Acquisition of Subsidiary (Deta
Acquisition of Subsidiary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Contingent consideration | ||
Opening balance | $ 585 | $ 889 |
Change in fair value of contingent consideration | 56 | 6 |
Ending balance | $ 641 | $ 895 |
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. |
In-Process Research and Devel_2
In-Process Research and Development (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
In-Process Research and Development (Textual) | |
Amortization expenses | $ 379 |
Useful life for intangible asset | 3 years |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) ₪ in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2019 | Dec. 31, 2017USD ($) | May 31, 2017USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2019ILS (₪) | Dec. 31, 2017USD ($) | Dec. 31, 2019ILS (₪) | |
Commitments and Contingent Liabilities (Textual) | ||||||||||
Approved budget | $ 726 | |||||||||
Percentage of approved budget | 85.00% | 85.00% | 30.00% | 30.00% | ||||||
Contingent obligation | $ 2,200 | |||||||||
New application of total budget amount | $ 3,100 | |||||||||
Other commitments, description | The program is for the period beginning from January 2020 through December 2020. | The program is for the period beginning from January 2020 through December 2020. | The program is for the period beginning from July 2019 through December 2019. | The program is for the period beginning from July 2019 through December 2019. | ||||||
Additional budget | $ 11,900 | |||||||||
Granted commitment loans | One loan was granted in the amount of $19 thousand. and 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. | One loan was granted in the amount of $19 thousand. and 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. | ||||||||
Amount of liabilities recorded to agreement | $ 234 | 217 | ||||||||
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. As the Company has not yet generated revenues, the interim consolidated statements of operations for the three months ended March 31, 2020 and 2019 include a liability with respect to this agreement in the amount of $123 and $108 thousand, respectively. | 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. As the Company has not yet generated revenues, the interim consolidated statements of operations for the three months ended March 31, 2020 and 2019 include a liability with respect to this agreement in the amount of $123 and $108 thousand, respectively. | ||||||||
Annual license fees | $ 25 | |||||||||
Maximum payments of license maintenance fees | $ 250 | |||||||||
License Agreement [Member] | ||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||
Approved budget | $ 1,800 | |||||||||
Annual license fees | $ 10 | |||||||||
NIS [Member] | ||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||
Approved budget | ₪ | ₪ 2,700 | |||||||||
New application of total budget amount | ₪ | ₪ 10,800 | |||||||||
Additional budget | ₪ | ₪ 41,100 | |||||||||
2017 License Agreement [Member] | ||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||
Consideration percentage | 1.00% | |||||||||
Annual license fees | $ 10,000 | $ 10,000 | ||||||||
Additional Lease Agreements [Member] | ||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||
Additional budget | $ 4,400 | |||||||||
Commitments and Contingent Liabilities, description | (i) to pay a license issue fee of $20,000 and annual license fees ranging from $15,000 to $25,000 and (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 Company will pay annual license fees of between $15,000 to $25,000 subject to the terms and conditions specified in the agreement. Additionally, the Company is obligated to make additional payments based upon the achievement of clinical and regulatory milestones up to an aggregate of $3.2 million and royalty payments based on future revenue. | ||||||||
Additional Lease Agreements [Member] | NIS [Member] | ||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||
Additional budget | ₪ | ₪ 15,600 | |||||||||
2015 License Agreement [Member] | ||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||
Consideration percentage | 1.00% | |||||||||
Maximum [Member] | ||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||
Royalties rate | 3.00% | 3.00% | ||||||||
Annual license fees | $ 15,000 | |||||||||
Minimum [Member] | ||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||
Royalties rate | 3.50% | 3.50% | ||||||||
Annual license fees | $ 25,000 |
Shareholders Equity (Details)
Shareholders Equity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Underlying value of ordinary share | 6.21 | 2.03 |
Exercise price | $ 6.21 | $ 2.03 |
Expected volatility | 85.00% | 93.10% |
Term of the option | 6 years 2 months 30 days | 6 years 2 months 30 days |
Risk-free interest rate | 0.52% | 2.23% |
Shareholders Equity (Details 1)
Shareholders Equity (Details 1) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Number of Options | |
Outstanding, beginning balance | 3,143,802 |
Granted | 814,700 |
Forfeited | (16,747) |
Exercised | (57,325) |
Outstanding, ending balance | 3,884,430 |
Vested at end of period | 1,654,090 |
Weighted average remaining contractual life | 6 years 11 months 15 days |
Weighted average exercise price | |
Outstanding, beginning balance | $ / shares | $ 1.09 |
Granted | $ / shares | 6.21 |
Forfeited | $ / shares | 1.69 |
Exercised | $ / shares | 1.85 |
Outstanding, ending balance | $ / shares | $ 2.87 |
Aggregate intrinsic value | |
Outstanding, beginning balance | $ | $ 25,733 |
Outstanding, ending balance | $ | $ 16,035 |
Shareholders Equity (Details 2)
Shareholders Equity (Details 2) - $ / shares | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | ||
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] | ||
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 $0.001. |
Shareholders Equity (Details 3)
Shareholders Equity (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
R&D | $ 192 | $ 194 |
General and administrative | 145 | 110 |
Share-based payment expenses, Total | $ 337 | $ 304 |
Shareholders Equity (Details Te
Shareholders Equity (Details Textual) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 25, 2020Employees$ / sharesshares | Oct. 28, 2019shares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019Employeesconsultants$ / sharesshares | Nov. 30, 2017shares | May 31, 2017$ / sharesshares | |
Shareholders Equity (Textual) | ||||||
Common stock, authorized | 60,000,000 | 60,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Common stock, issued | 22,925,860 | 22,925,860 | ||||
Common stock, shares outstanding | 22,920,160 | 22,862,835 | ||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||
Preferred stock, shares authorized | 1,000,000 | |||||
Grant options | $ / shares | $ 914,741 | |||||
Equity incentive plan, description | There are 101,041 shares available for issuance under the plan | |||||
Fair value granted | $ | $ 3,600 | |||||
Issuance of warrants | 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. | |||||
Warrants expire years | 5 years | |||||
Common Stock | ||||||
Shareholders Equity (Textual) | ||||||
Common stock, shares outstanding | 22,920,160 | |||||
Yeda [Member] | ||||||
Shareholders Equity (Textual) | ||||||
Shares of issued warrants | 7,615 | |||||
Founder [Member] | ||||||
Shareholders Equity (Textual) | ||||||
Shares of issued warrants | 2,974 | |||||
License Agreement [Member] | ||||||
Shareholders Equity (Textual) | ||||||
Price Per Share | $ / shares | $ 0.0001 | |||||
Warrants to purchase Ordinary Shares | 591,382 | |||||
New Incentive Plan [Member] | ||||||
Shareholders Equity (Textual) | ||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
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 | |||||
Grant options | $ / shares | $ 527,716 | |||||
Grant approved | 814,700 | 704,669 | ||||
Employees consideration | Employees | 65 | 22 | ||||
Non-tradable options | 79,630 | |||||
Consideration consultants | consultants | 2 | |||||
Exercise price | $ / shares | $ 6.21 | $ 1.34 | ||||
BiomX Israel [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 | |||||
Purchase common Stock share | 1 |
Related Parties (Details)
Related Parties (Details) | 1 Months Ended |
Oct. 31, 2018 | |
Janssen Research & Development, LLC [Member] | |
Related Parties (Textual) | |
Research collaboration agreement, description | Under the agreement, BiomX is eligible to receive fees totaling $167 thousand in installments of $50 thousand within 60 days of signing of the agreement, $17 thousand upon completion of data processing, and two installments of $50 thousand each, upon delivery of Signature Phase I of the Final Study Report (both terms defined within the agreement). Unless terminated earlier, this agreement will continue in effect, until 30 days after the parties complete the research program and BiomX provide Janssen with a final study report. The research period started during March 2019 and ended on September 2019. The final report was provided to Janssen in December 2019. |
Basic Loss Per Share (Details)
Basic Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ 5,901 | $ 3,225 |
Interest accrued on preferred shares (pre-merger – BiomX Ltd.) | (1,183) | |
Interest accrued on preferred shares | $ 5,901 | $ 4,408 |
Net loss per share | $ 0.26 | $ 2.2 |
Weighted average number of Common Stock | 22,897,723 | 2,005,043 |
Subsequent Events (Details)
Subsequent Events (Details) | May 05, 2020Employees$ / sharesshares | Mar. 31, 2020$ / sharesshares |
Subsequent Events (Textual) | ||
Options grant | shares | 814,700 | |
Options granted exercise price | $ / shares | $ 6.21 | |
Subsequent Event [Member] | 2019 Incentive Plan [Member] | ||
Subsequent Events (Textual) | ||
Options grant | shares | 79,000 | |
Options granted exercise price | $ / shares | $ 5.59 | |
Options vesting period | 4 years | |
Number of employees | Employees | 4 |