Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 25, 2021 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 99,734,646 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Common Stock, Shares Outstanding | 24,246,010 | ||
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, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 36,477 | $ 72,256 |
Restricted cash | 763 | 154 |
Short-term deposits | 19,851 | 10,003 |
Related parties | 50 | |
Other current assets | 3,576 | 2,068 |
Total current assets | 60,667 | 84,531 |
Non-current assets | ||
Lease deposit | 5 | |
Operating lease right-of-use asset | 4,430 | 1,148 |
Property and equipment, net | 2,228 | 1,881 |
In-process research and development ("R&D") | 3,038 | 4,556 |
Total non-current assets | 9,696 | 7,590 |
Total asset | 70,363 | 92,121 |
Current liabilities | ||
Trade account payables | 2,320 | 3,253 |
Current portion of lease liabilities | 863 | 375 |
Other account payables | 3,978 | 2,596 |
Total current liabilities | 7,161 | 6,224 |
Non-current liabilities | ||
Lease liabilities, net of current portion | 5,032 | 856 |
Contingent liabilities | 701 | 585 |
Total non-current liabilities | 5,733 | 1,441 |
Commitments and Contingent Liabilities | ||
Stockholders' equity | ||
Common stock, $0.0001 par value ("Common Stock"); Authorized - 60,000,000 shares as of December 31, 2020 and 2019. Issued - 23,270,337 and 22,862,835 as of December 31,2020 and 2019, respectively. Outstanding - 23,264,637 and 22,862,835 as of December 31, 2020 and 2019, respectively. | 2 | 2 |
Additional paid in capital | 129,725 | 126,626 |
Accumulated deficit | (72,258) | (42,172) |
Total Stockholders' equity | 57,469 | 84,456 |
Total liabilities and stockholders' equity | $ 70,363 | $ 92,121 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 23,270,337 | 22,862,835 |
Common stock, outstanding | 23,264,637 | 22,862,835 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Research and development expenses, net | $ 20,935 | $ 13,489 |
General and administrative expenses | 9,323 | 8,718 |
Operating loss | 30,258 | 22,207 |
Finance income, net | (172) | (1,644) |
Loss before income tax | 30,086 | 20,563 |
Income tax | ||
Net Loss | $ 30,086 | $ 20,563 |
Basic and diluted loss per share of Common Stock | $ 1.30 | $ 3.66 |
Weighted average number of shares of Common Stock outstanding, basic and diluted | 23,062,216 | 5,615,856 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - 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 | 2,307,871 | 7,543,831 | 5,170,357 | ||||||
Acquisition of treasury stock | [1] | (19) | (19) | ||||||
Acquisition of treasury stock, shares | (5,700) | ||||||||
Issuance of shares | [2] | 1,800 | [1] | 1,800 | |||||
Issuance of shares, shares | [2] | 308,628 | |||||||
Effect of Recapitalization Transaction | $ 2 | 59,397 | $ (1) | $ (1) | 59,397 | ||||
Effect of Recapitalization Transaction, shares | 20,486,082 | (7,543,831) | (5,478,985) | ||||||
Stock-based payment | 938 | 938 | |||||||
Exercise of stock options | [1] | 100 | 100 | ||||||
Exercise of stock 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 | ||||||||
Issuance of Common Stock under Open Market Sales Agreement | [3] | (98) | (98) | ||||||
Issuance of Common Stock under Open Market Sales Agreement, shares | [3] | 10,176 | |||||||
Stock-based payment | 2,890 | 2,890 | |||||||
Exercise of stock options | 307 | 307 | |||||||
Exercise of stock options, shares | 391,626 | ||||||||
Net loss | (30,086) | (30,086) | |||||||
Balance at Dec. 31, 2020 | $ 2 | $ 129,725 | $ (72,258) | $ 57,469 | |||||
Balance, shares at Dec. 31, 2020 | 23,264,637 | ||||||||
[1] | Less than $1. | ||||||||
[2] | Net of issuance expenses of $114. Number of shares has been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction (refer to Note 1). | ||||||||
[3] | Net of issuance expenses of $158. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Net of issuance expenses | $ 158 | $ 114 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS - OPERATING ACTIVITIES | ||
Net loss | $ (30,086) | $ (20,563) |
Adjustments required to reconcile net loss to cash flows used in operating activities | ||
Depreciation and amortization | 2,180 | 318 |
Stock-based compensation | 2,890 | 938 |
Revaluation of contingent liabilities | 116 | (304) |
Changes in operating assets and liabilities: | ||
Other current assets | (1,503) | (1,845) |
Trade account payables | (858) | 3,060 |
Other account payables | 1,382 | 836 |
Operating lease liabilities | 1,382 | 83 |
Related parties | 50 | (100) |
Net cash used in operating activities | (24,447) | (17,577) |
CASH FLOWS – INVESTING ACTIVITIES | ||
Decrease (Increase) in short-term deposits | (9,848) | 21,052 |
Purchase of property and equipment | (1,009) | (1,312) |
Net cash provided by (used in) investing activities | (10,857) | 19,740 |
CASH FLOWS – FINANCING ACTIVITIES | ||
Issuance of Common Stock, net of issuance costs | (98) | 1,800 |
Outflows in connection with current assets and liabilities acquired in Recapitalization Transaction | (75) | 59,673 |
Acquisition of treasury stock | (19) | |
Exercise of stock options | 307 | 100 |
Net cash provided by financing activities | 134 | 61,554 |
Increase (decrease) in cash and cash equivalents and restricted cash | (35,170) | 63,717 |
Cash and cash equivalents and restricted cash at the beginning of the year | 72,410 | 8,693 |
Cash and cash equivalents and restricted cash at the end of the year | 37,240 | 72,410 |
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 | 4,547 | 690 |
Assets acquired (liabilities assumed) in Recapitalization Transaction: | ||
Current assets (excluding cash and cash equivalents) | (88) | |
Current liabilities | 364 | |
Recapitalization Transaction effect on equity | 59,397 | |
Cash acquired in connection with Recapitalization Transaction | $ 59,673 |
General
General | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 - GENERAL A. General information: BiomX Inc. (formerly known as Chardan Healthcare Acquisition Corp., individually prior to the Recapitalization Transaction (as defined below), and together with its subsidiaries, BiomX Ltd. and RondinX Ltd. after the Recapitalization Transaction, the "Company" or "BiomX") 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, stock 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, 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 consummated the acquisition of 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 Recapitalization Transaction. 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 $60,100 held in a trust account, after redemptions of shares held by certain shareholders in connection with the initial public offering of Chardan Healthcare Acquisition Corp. (refer to Note 12A). 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. On October 28, 2019, the Company was renamed BiomX Inc. and the Company's shares of Common Stock, units, and warrants began trading on the NYSE American 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, 2020, the Company had a cash and cash equivalents and restricted cash balance of approximately $37,239 and short-term deposits of approximately $19,851, which management believes is sufficient to fund its operations for more than 12 months from the date of issuance of these condensed consolidated financial statements and sufficient to fund its operations necessary to continue development activities of its current proposed products. Consistent with its continuing research and development 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 Israel Innovation Authority ("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 it. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with GAAP 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. C. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. D. 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 operations as financial income or expenses, as appropriate. E. 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. F. 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. The Company uses foreign exchange contracts (mainly option and forward contracts) to hedge cash flows from currency exposure. These foreign exchange contracts are not designated as hedging instruments for accounting purposes. In connection with these foreign exchange contracts, the Company recognizes gains or losses that offset the revaluation of the cash flows also recorded under financial expenses (income), net in the consolidated statements of operations. As of December 31, 2020, the Company had outstanding foreign exchange contracts in the amount of approximately $1,555. As of December 31, 2019, the Company had no outstanding foreign exchange contracts. G. 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 7 years Computers and software 3 years Equipment and furniture 15 years Leasehold improvements Shorter of lease term or useful life In accordance with ASC 360-10, "Impairment and Disposal of Long-Lived Assets", 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. For the years ended December 31, 2020 and 2019, no impairment expenses were recorded. H. Intangible assets: Intangible research and development assets acquired in a business combination 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. I. 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 the deferred tax assets will not be realized. As of December 31, 2020 and 2019, 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, 2020 and 2019. J. 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, 2020 and 2019. 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: December 31, 2020 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 30,000 - - 30,000 30,000 - - 30,000 Liabilities: Contingent liabilities - - 701 701 - - 701 701 December 31, 2019 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds - - - - - - - - Liabilities: Contingent liabilities - - 585 585 - - 585 585 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. K. Defined contribution plans: Under Israeli employment laws, employees of BiomX Israel are included under Section 14 of the Severance Compensation Act, 1963 ("Section 14") for a portion of their salaries. Pursuant to Section 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies. Payments in accordance with Section 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 operations as and when the services are received from the Company's employees. Total expenses with respect to these contributions were $567 and $381 for the years ended December 31, 2020 and 2019, respectively. For U.S. employees the Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees of BiomX Inc in the U.S. who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company has not elected to match any of the employee's deferral. During the years ended December 31, 2020 and 2019 the Company did not record any expenses for 401(k) match contributions. L. Research and development costs: Research and development costs are charged to statements of operations as incurred. Royalty-bearing grants from the 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. M. Basic and diluted loss per share: Basic loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year, plus the number of shares of Common Stock that would have been outstanding if all potentially dilutive shares of Common Stock had been issued, using the treasury stock method, in accordance with ASC 260-10 "Earnings per Share." Potentially dilutive shares of Common Stock 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. N. Stock compensation plans: The Company applies ASC 718-10, "Stock-Based Payment," ("ASC 718-10") which requires the measurement and recognition of compensation expenses for all stock-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 stock-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 operations. The Company recognizes stock-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 Stock-Based Payment Accounting," which simplifies the accounting for nonemployee stock-based payment transactions by aligning the measurement and classification guidance, with certain exceptions, to that for stock-based payment awards to employees. The amendments expand the scope of the accounting standard for stock-based payment awards to include stock-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 option-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. O. 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 expenses 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. P. Recent Accounting Standards: In June 2016, the FASB issued ASU No. 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. ASU No. 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning on January 1, 2023, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on its consolidated financial statements and related disclosures. 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 was effective for the Company beginning on January 1, 2020. The adoption of ASU 2018-13 had no material impact 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. The adoption of ASU 2018-18 had no material impact on the Company's consolidated financial statements. 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 was effective for the Company beginning on January 1, 2021, with early adoption permitted. The adoption of ASU 2019-12 had no material impact on the Company's consolidated financial statements. |
Short-Term Deposits
Short-Term Deposits | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
SHORT-TERM DEPOSITS | NOTE 3 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 operations during the years for which the Company held short-term deposits. As of December 31, 2020, the Company had deposits at Leumi Bank (Israel) and BHI USA that bore fixed annual interest between 0.51% and 1.58%. As of December 31, 2019, the Company has a deposit dominated in USD at BHI USA that bears fixed annual interest of 2.1%. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4 OTHER CURRENT ASSETS As of December 31, 2020 2019 Government institutions 276 244 Prepaid insurance 2,055 1,560 Other prepaid expenses 29 264 Lease incentive 1,075 - Other 141 - 3,576 2,068 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 PROPERTY AND EQUIPMENT, NET As of December 31, 2020 2019 Cost: Computers and software 483 350 Laboratory equipment 2,357 1,729 Equipment and furniture 120 159 Leasehold improvements 587 300 3,547 2,538 Depreciation: Computers and software 310 199 Laboratory equipment 710 367 Equipment and furniture 36 5 Leasehold improvements 263 86 1,319 657 2,228 1,881 |
Acquisition of Subsidiary
Acquisition of Subsidiary | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITION OF SUBSIDIARY | NOTE 6 ACQUISITION OF SUBSIDIARY In November, 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 $4,500. 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 shares of Common Stock 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 of Common Stock authorized or outstanding as of the time the payment is due, or a combination of both of up to $32,000 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 of Common Stock. 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, 2020 and December 31, 2019. The consolidated financial statements as of December 31, 2020 and 2019 include a liability with respect to this agreement in the amount of $83 and $260, respectively. |
In-Process Research and Develop
In-Process Research and Development | 12 Months Ended |
Dec. 31, 2020 | |
In Process Research And Development [Abstract] | |
IN-PROCESS RESEARCH AND DEVELOPMENT | NOTE 7 IN-PROCESS RESEARCH AND DEVELOPMENT Intangible assets acquired in the RondinX Ltd. acquisition (see Note 6) were determined to be in-process research and development ("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. On January 1, 2020, the in-process R&D efforts were completed. The Company had determined the useful life of the R&D assets for three years and began amortizing these assets accordingly in the financial statements. Amortization expenses recorded in the consolidated statements of operations were $1,518 for the year ended December 31, 2020. Based on management's analysis, there was no impairment for the year ended December 31, 2020. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 8 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 $18. As a part of the agreement, the Company provided a bank guarantee to the landlord in the amount of approximately $95 representing four monthly lease payments. As of December 31, 2020, the bank guarantee expired and was not renewed. Lease expenses recorded in the consolidated statements of operations were $217 and $201 for the years ended December 31, 2020 and 2019, 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 $12. As a part of the agreement, the Company provided a bank guarantee to the landlord in the amount of approximately $63 representing four monthly lease and related payments. Lease expenses recorded in the consolidated statements of operations were $141 and $18 for the years ended December 31, 2020, and 2019, respectively. In September 2020, BiomX Israel entered into a third lease agreement for office space in Ness Ziona, Israel for five years beginning on September 1, 2020, with an option to extend for an additional period until November 30, 2030. This agreement supersedes the abovementioned May 2017 and September 2019 lease agreements and sets the prior lease agreements' end date to March 31, 2021. Monthly lease payments under the new lease agreement are approximately $50. As part of the agreement, BiomX Israel is exempt from monthly payments under the new agreement until January 15, 2021. In addition, the lessor will reimburse BiomX Israel for costs incurred for leasehold improvements by a pre-defined amount. BiomX Israel will pay back the reimbursed amount with interest during the entire contract term. As a result, the Company recognized a lease incentive asset in an amount of $1,030 that is deducted from the operating lease right-of-use asset. BiomX Israel undertook to obtain a bank guarantee in favor of the landlord in the amount of approximately $208, representing four monthly lease and related payments. Lease expenses recorded in the consolidated statements of operations were $45 for the year ended December 31, 2020. On October 1, 2020, the Company entered into a lease agreement for office space in Branford, Connecticut, U.S., for 25 months beginning on October 5, 2020. Monthly lease payments under the agreement are approximately $4. As part of the agreement, the Company is required to deposit $8 as a security, representing two monthly lease and related payments. Lease expenses recorded in the consolidated statements of operations were $13 for the year ended December 31, 2020. Supplemental cash flow information related to operating leases was as follows: Year ended Cash payments for operating leases 416 As of December 31, 2020, the Company's operating leases had a weighted average remaining lease term of 9.9 years and a weighted average discount rate of 6%. The maturity analysis of operating leases as of December 31, 2020 were as follows: Operating 2021 890 2022 806 2023 763 2024 763 2025 763 2026 763 2027 763 2028 763 2029 763 2030 699 Total operating lease payments 7,736 Less imputed interest 1,841 Total operating lease liability balance 5,895 |
Other Account Payables
Other Account Payables | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
OTHER ACCOUNT PAYABLES | NOTE 9 OTHER ACCOUNT PAYABLES As of December 31, 2020 2019 Employees and related institutions 2,441 1,780 Accrued expenses 1,128 587 Government institutions 344 169 Deferred income 65 60 3,978 2,596 |
Balances and Transaction with R
Balances and Transaction with Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
BALANCES AND TRANSACTION WITH RELATED PARTIES | NOTE 10 BALANCES AND TRANSACTION WITH RELATED PARTIES A. Balances with related parties As of December 31, 2020 2019 Additional paid in capital (treasury stock) (See 1 below) (19 ) (19 ) Related party receivable (See 2 below) - 50 B. Transactions with related parties Year ended 2020 2019 Research and development expenses (See 2 below) - (167 ) 1. BiomX Israel entered 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 from the time of the grant, are non-recourse, and are secured by shares of Common Stock issued to them with a value that equals three times the loan amount at the time of the grant. If any of such shareholders defaults on such loan, the Company will have the right to forfeit or sell such number of shares with a value equal to the amount of the loan not timely repaid (plus interest accrued thereon), based on their market price at the time of such forfeiture or sale. As of December 31, 2020, one loan was granted in the amount of $19, and the aggregate amount of the remaining potential commitment as of December 31, 2020 is $89. All other shareholders waived their right to the loans. The number of shares 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. 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 in installments of $50 within 60 days of signing of the agreement, $17 upon completion of data processing, and two installments of $50 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 had been received. The remaining $50 consideration was received in January 2020. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 11 - COMMITMENTS AND CONTINGENT LIABILITIES A. During 2015, 2016 and 2017, BiomX Israel submitted three requests to the IIA for R&D projects for the technological incubators program. The approved budget per year was NIS 2,700 (approximately $781) 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. In April 2019, the IIA approved an application for a total budget of NIS 4,221 (approximately $1,185). IIA funded 30% of the approved budget. The program was for the period beginning from July 2018 through June 2019. As of December 31, 2020, BiomX Israel has received all funds with respect to this program. In December 2019, the IIA approved an application for a total budget of NIS 10,794 (approximately $3,123). IIA funded 30% of the approved budget. The program is for the period beginning from July 2019 through December 2019. As of December 31, 2020, BiomX Israel has submitted the final report to the IIA for this program. During April 2020, the IIA approved a new application for a total budget of NIS 15,562 (approximately $4,287). The IIA committed to funding 30% of the approved budget. The program was for the period beginning January 2020 through December 2020. As of December 31, 2020, the Company received NIS 1,634 (approximately $450) from the IIA with respect to this program. BiomX Israel has not yet submitted the final report to the IIA for this program. Refer to note 18C for more information regarding approved applications in 2021. 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, 2020, therefore, no liability was recorded in these consolidated financial statements. Total research and development income recorded in the consolidated statements of operations was $518 and $299 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, BiomX Israel had a contingent obligation to the IIA in the amount of approximately $2,300 including annual interest of LIBOR linked to the dollar. B. 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 $1,800 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, as defined and subject to the terms and conditions specified in the 2015 License Agreement. In return, BiomX Israel is obligated to pay Yeda annual license fees of approximately $10 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 2015 License Agreement. In July 2019, the Company and Yeda amended the 2015 License Agreement and the 2017 License Agreement (as defined below) with Yeda (the "Yeda Amendment"). See Note 11G regarding the Yeda Amendment. As the Company has not yet generated revenue from operations, no provision was included in the consolidated financial statements as of December 31, 2020 and 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 is obligated to pay $10 over the term of the 2017 License Agreement, unless earlier terminated by either party, and granted Yeda 591,382 warrants to purchase shares of Common Stock. Refer to Note 12 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 financial statements with respect to the 2017 License Agreement as of December 31, 2020 and 2019. In July 2019, the Company and Yeda amended the 2015 License Agreement and the 2017 License Agreement with Yeda. See Note 11G regarding the Yeda Amendment. D. In April 2017, BiomX Israel signed an exclusive patent license agreement (the "2017 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 during the year ended 2017 and is required to pay certain license maintenance fees of up to $250 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 $2,350 in aggregate, as well as royalty payments on future revenues. The consolidated financial statements as of December 31, 2020 and 2019 include a liability with respect to this agreement in the amount of $240 and $108, respectively. In October 2020, the Company and MIT amended the 2017 Patent License Agreement (the "MIT Amendment"). See Note 11I regarding the MIT Amendment. E. 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 is obligated to pay annual license fees of $10 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 is obligated to pay a royalty in the low single digits on revenue of products. The consolidated financial statements as of December 31, 2020 and 2019 include a liability with respect to this agreement in the amount of $83 and $260, respectively. Refer to Note 6 regarding contingent liability with respect to the RondinX Ltd. acquisition. 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 IBD program. In return, the Company will pay an annual license fee of between $15 and $25 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 $3,210 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 consolidated financial statements as of December 31, 2020 and 2019 with respect to the agreement. In April 2019, BiomX Israel signed an 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, the Company is required (i) to pay a license issue fee of $20 and annual license fees ranging from $15 to $25 (ii) make additional payments based upon the achievement of clinical and regulatory milestones up to an aggregate of $32,10 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 $378 and $217 as of December 31, 2020 and 2019, respectively. G. In July 2019, the Company and Yeda amended the 2015 License Agreement and the 2017 License Agreement with Yeda. Pursuant to the Yeda 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 Yeda Amendment which will not exceed 1% of the consideration received in the event of any merger or acquisition involving the Company instead of the Exit Fee, with respect to each license agreement. The 2017 license agreement was terminated in 2020. H. On September 1, 2020 ("Effective Date"), BiomX Israel entered into a research collaboration agreement with Boehringer Ingelheim International GmbH ("BI") for a collaboration on biomarker discovery for IBD. Under the agreement, BiomX Israel is eligible to receive fees totaling $439 in installments of $50 within 60 days of the Effective Date, $100 upon receipt of the BI materials, $150 upon the completion of data processing and $139 upon delivery of the Final Report of observations and Results of the Project (as such terms are defined within the agreement). Unless terminated earlier, this agreement will remain in effect, until one year after the Effective Date or completion of the Project Plan (as defined in the agreement) and submission and approval of the Final Report. As of December 31, 2020, consideration of $150 had been received. I. In October 2020, the Company and MIT amended the 2017 Patent License Agreement. Pursuant to the MIT Amendment, BiomX Israel will continue to receive an exclusive, royalty-bearing license to certain patents held by MIT. In return, BiomX Israel is required to pay certain license maintenance fees of up to $250 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 $4,700 in aggregate, as well as royalty payments on future revenues. J. Refer to Note 8 for information regarding the Company's lease commitments. K. Refer to Note 10B(1) for information regarding the Company's commitment to certain shareholders for taxes incurred in Israel as a result of the Recapitalization Transaction. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 12 - STOCKHOLDERS 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 December 31, 2020, the Company had 23,270,337 issued shares and 23,264,637 outstanding shares of Common Stock. 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. The Public Units each consist 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 approximately $60,100 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, 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 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 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 in accordance with the November 2018 SPA. Stock Exchange: As detailed in Note 1, as part of the Recapitalization Transaction on October 28, 2019, the Company issued 15,069,058 shares of Common Stock 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 has 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 stockholders 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 Stock traded on the NYSE American): 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. At-the-market Sales Agreement: In December 2020, pursuant to a registration statement on Form S-3 declared effective by the Securities and Exchange Commission on December 11, 2020, the Company entered into an Open Market Issuance Sales Agreement ("ATM Agreement") with Jefferies LLC. ("Jefferies"), which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of Common Stock having an aggregate offering price of up to $50,000 through Jefferies acting as sales agent. During the year ended December 31, 2020, the Company sold 10,176 shares of Common Stock under the ATM Agreement, at an average price of $6.07 per share, raising aggregate net proceeds of approximately $60, after deducting an aggregate commission of 3%. The Company recorded issuance expenses of $158. 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 (the "Board"). B. Stock-based compensation: Equity Incentive Plan: In 2015, the Board of Directors of BiomX Israel approved a plan for the allocation of options to employees, service providers, and officers (the "2015 Plan"). The options represented a right to purchase one 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 U.S. Internal Revenue Code. The 2015 plan was adjusted following the Recapitalization Transaction on October 28, 2019 such that each outstanding option entitles its holder to purchase one share of Common Stock 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 2015 Plan. The number of outstanding options and exercise prices in this Note have been restated to reflect the adjusted 2015 Plan. As of December 31, 2020, there are no shares of Common Stock remaining for issuance under the 2015 Plan. In 2019, the Company adopted a new incentive plan (the "2019 Plan") to grant 1,000 options, exercisable for Common Stock. 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 shares of Common Stock outstanding on December 31 of the preceding calendar year. Notwithstanding the foregoing, the Board 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 shares of Common Stock than provided herein. As of December 31, 2020, there were 60,041 shares of Common Stock remaining for issuance under the 2019 plan. On January 1, 2021, the number of shares of Common Stock available to grant under the 2019 Plan was increased by 930,813. Stock Options: During 2019, the Board approved the grant of 704,669 options to 22 employees and 79,630 options to two consultants, without consideration. 527,716 of the options granted are to the executive officers of the Company. These options were granted under the 2015 Plan. During 2019, 74,581 of these options were exercised to purchase shares of Common Stock at an average exercise price of $1.34 per share. Certain senior employees and directors are entitled to full acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement with the Company. 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 also a consultant), and six directors under the 2019 Plan. These 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 both a change in control of the Company and the end of their engagement with the Company. On May 5, 2020, the Board approved the grant of 79,000 options without consideration to four employees under the 2019 Plan. These options were granted at an exercise price of $5.59 per share with a vesting period of four years. On October 2, 2020, the Board of Directors approved the grant of 32,000 options without consideration to two directors under the 2019 Plan. These options were granted at an exercise price of $6.44 per share with a vesting period of four years. Directors are entitled to full acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement with the Company. The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model using the following assumptions: 2020 2019 Underlying value of Common Stock ($) 5.59-6.44 1.7-10 Exercise price ($) 5.59-6.44 1.7-10 Expected volatility (%) 85.0 93.1 Term of the option (years) 6.11 6.11 Risk-free interest rate (%) 0.39-0.68 2.23 The cost of the benefit embodied in the options granted in 2020 and 2019 based on their fair value as at the grant date, is estimated to be $3,752 and $1,395, respectively. These amounts will be recognized in statements of operations over the vesting period. (1) A summary of options granted to purchase the Company's Common Stock under the Company's stock option plans are as follows: For year ended Number of Weighted Aggregate Outstanding at the beginning of period 3,143,802 $ 1.61 $ 25,733 Granted 925,700 6.17 Forfeited (108,110 ) 4.66 Exercised (391,626 ) $ 0.79 Outstanding at the end of period 3,569,766 $ 3.12 $ 12,338 Vested at end of period 2,334,037 Weighted average remaining contractual life – years as of December 31, 2020 7.62 For year ended Number of Weighted Aggregate Outstanding at the beginning of period 2,571,137 $ 1.34 $ 1,793 Granted 784,329 2.03 Forfeited (137,083 ) 1.90 Exercised (74,581 ) 1.34 Outstanding at the end of period 3,143,802 $ 1.61 $ 25,733 Vested at end of period 1,482,098 Weighted average remaining contractual life – years as of December 31, 2019 7.88 Warrants: As of December 31, 2020, and 2019, the Company had the following outstanding warrants to purchase Common Stock as follows: Warrant Issuance Date Expiration Date Exercise Number of Private Warrants issued to Yeda (see 1 below) May 11, 2017 May 11, 2025 (* ) 354,829 Private Warrants issued to Founders (see 2 below) November 27, 2017 - 10,589 Private Placement Warrants (see 3 below) IPO December 13, 2023 11.50 2,900,000 Public Warrants (see 4 below) IPO October 28, 2024 11.50 3,500,000 6,765,418 (*) less than $0.001. 1. In May 2017, in accordance with the 2017 License Agreement (see also Note 11C), the Company issued to Yeda, 591,382 warrants to purchase Common Stock at $0.0001 nominal value, for nominal consideration. Yeda has the option to exercise the warrants on a cashless basis. In 2020, the 2017 License Agreement was terminated. For the year ended December 31, 2020, the Company recorded expense of $233. For the year ended December 31, 2019, the Company recorded income of $241. Expenses and income are included in R&D expenses, net in the consolidated statements of operations. See note 18B regarding the exercise of warrants. 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 (both as defined in the 2017 License Agreement). In 2020 the warrants were cancelled following termination of the 2017 License Agreement, 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. In the case of termination of the 2017 License Agreement after the second anniversary thereof, and provided that none of the aforementioned milestones has been attained prior to such termination, the warrants will vest upon such termination. As of December 31, 2020, 118,277 warrants were vested as the 2017 License Agreement was terminated after the second anniversary with no milestone have been attained. c. 59,139 upon completion of a Phase 1 clinical trial in respect of a Product (as defined in the 2017 License Agreement). In 2020 the warrants were cancelled following the termination of the 2017 License Agreement. 2. In November 2017, BiomX Israel 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 did not expire as a result of the Recapitalization Transaction and have no exercise price. No compensation expenses were recorded in the financial statements during 2020 and 2019. 3. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO 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. 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. Such Registration Statement was converted to Form S-3 in December 2020. 4. The Public Warrants became exercisable upon the closing of the Recapitalization Transaction. No fractional shares will be issued upon exercise of the Public Warrants. Therefore, Public Warrants must be exercised in multiples of two warrants. The Public Warrants will expire five years after the completion of the Recapitalization Transaction or earlier upon redemption or liquidation. 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. Such Registration Statement was converted to Form S-3 in December 2020. 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 their 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 stock-based payment expenses resulting from options and warrants granted, included in the statements of operations: Year ended 2020 2019 Research and development expenses, net 1,815 450 General and administrative 1,075 488 2,890 938 The Company recognized stock-based compensation expenses in connection with options granted to executive officers of the Company in the amount of $1,384 and $732 for the years ended December 31, 2020 and 2019, respectively. The total unrecognized compensation expense was $2,657 and $2,308 as of December 31, 2020 and 2019, respectively. These expenses will be recognized over a period of approximately 2 years. |
Research and Development Expens
Research and Development Expenses, Net | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | NOTE 13 - RESEARCH AND DEVELOPMENT EXPENSES, NET Year ended 2020 2019 Professional service and subcontractors 6,576 5,787 Salaries and related expenses 9,210 6,404 Stock-based compensation 1,815 450 Depreciation 652 317 Materials and supplies 1,094 997 Amortization 1,518 - Rent and related expenses 664 - Other 84 - 21,613 13,955 Less income from collaboration agreements (see Note 11H,10B2) (160 ) (167 ) Less grants from the IIA (see Note 11A) (518 ) (299 ) 20,935 13,489 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2020 | |
General and Administrative Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 14 - GENERAL AND ADMINISTRATIVE EXPENSES Year ended 2020 2019 Salaries and related expenses 2,757 1,746 Stock-based compensation 1,075 488 Professional services 1,648 3,434 Travel expenses 173 445 Recruitment expenses 170 333 Rent and related expenses 262 479 Insurance expenses 1,985 331 Other 1,253 1,462 9,323 8,718 |
Finance Income (Expenses), Net
Finance Income (Expenses), Net | 12 Months Ended |
Dec. 31, 2020 | |
Finance Income (Expenses), Net [Abstract] | |
FINANCE INCOME (EXPENSES), NET | NOTE 15 - FINANCE INCOME (EXPENSES), NET Year ended 2020 2019 Exchange rate differences 511 (483 ) Interest income from bank deposits (641 ) (921 ) Revaluation of contingent liabilities 116 (304 ) Bank fees and other 7 64 Income from foreign exchange contracts (165 ) - (172 ) (1,644 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16 - INCOME TAXES A. The Company files income tax returns in the U.S. federal jurisdiction and 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. The statutory U.S. federal income tax rate is 21%. As of December 31, 2020, the Company had total net operating losses in the U.S of approximately $3,425, which may be carried forward and offset against taxable income in the future. B. BiomX Ltd. And RondinX Ltd. file income tax returns in Israel. Their income tax returns since inception remain open and subject to examination. The statutory Israeli income tax rate is 23%. C. As of December 31, 2020 and 2019, BiomX Israel had total net operating losses in Israel of approximately $62,927 and $25,883, respectively, which may be carried forward and offset against taxable income in the future for an indefinite period. D. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company's history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2020 and 2019. Management reevaluates the positive and negative evidence at each reporting period. F. The Company's policy is to record estimated interest and penalties related to uncertain tax positions in income tax expense. The Company has no amounts recorded for any unrecognized tax positions, accrued interest or penalties as of December 31, 2020 and 2019. As of December 31, 2020 2019 Net operating loss carryforward BiomX Inc. 719 - Net operating loss carryforward BiomX Ltd. 14,473 5,953 Total deferred tax assets 15,192 5,953 Valuation allowance (15,192 ) (5,953 ) 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, 2020 2019 Statutory U.S. federal income tax rate (21 )% (21 )% U.S. vs foreign tax rate differential (2 ) (2 ) Business Combination expenses - 3.1 Change in deferred tax asset valuation allowance 23 19.9 Effective tax rate - % - % Loss from operations, before taxes on income, consists of the following: As of December 31, 2020 2019 United States 3,273 1,589 Israel 26,813 18,974 30,086 20,563 |
Basic Loss Per Share
Basic Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
BASIC LOSS PER SHARE | NOTE 17 - 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: For the year ended 2020 2019 Net loss 30,086 20,563 Net loss per share 1.30 3.66 Weighted average number of Common Stock 23,062,216 5,615,856 As the inclusion of shares of Common Stock 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, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 - SUBSEQUENT EVENTS A. On March 30, 2021, the Board of Directors approved the grant of 985,530 options to 104 employees, one consultant, five senior officers and six directors under the 2019 Incentive Plan, without consideration. Options were granted at an exercise price of $7.02 per share with a vesting period of four years. Directors and senior officers are entitled to full acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement with the Company. B. On March 10, 2021, Yeda exercised 362,444 warrants on a cashless basis, resulting in the issuance of 362,383 shares of Common Stock. C. On March 25, 2021, the IIA approved two new applications for a total budget of NIS 19,444 (approximately $5,874). The IIA committed to funding 30% of the approved budget. The programs are for the period beginning January 2021 through December 2021. D. From January 1, 2021 through March 25, 2021, we issued an aggregate of 600,644 shares of Common Stock pursuant to the ATM Agreement for aggregate net proceeds of $4,324. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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. |
Use of estimates in the preparation of financial statements | B. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with GAAP 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 | C. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. |
Functional currency and foreign currency translation | D. 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 operations as financial income or expenses, as appropriate. |
Cash and cash equivalents | E. 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. |
Concentrations of credit risk | F. 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. The Company uses foreign exchange contracts (mainly option and forward contracts) to hedge cash flows from currency exposure. These foreign exchange contracts are not designated as hedging instruments for accounting purposes. In connection with these foreign exchange contracts, the Company recognizes gains or losses that offset the revaluation of the cash flows also recorded under financial expenses (income), net in the consolidated statements of operations. As of December 31, 2020, the Company had outstanding foreign exchange contracts in the amount of approximately $1,555. As of December 31, 2019, the Company had no outstanding foreign exchange contracts. |
Property and equipment | G. 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 7 years Computers and software 3 years Equipment and furniture 15 years Leasehold improvements Shorter of lease term or useful life In accordance with ASC 360-10, "Impairment and Disposal of Long-Lived Assets", 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. For the years ended December 31, 2020 and 2019, no impairment expenses were recorded. |
Intangible assets | H. Intangible assets: Intangible research and development assets acquired in a business combination 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 | I. 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 the deferred tax assets will not be realized. As of December 31, 2020 and 2019, 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, 2020 and 2019. |
Fair value of financial instruments | J. 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, 2020 and 2019. 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: December 31, 2020 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 30,000 - - 30,000 30,000 - - 30,000 Liabilities: Contingent liabilities - - 701 701 - - 701 701 December 31, 2019 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds - - - - - - - - Liabilities: Contingent liabilities - - 585 585 - - 585 585 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. |
Defined contribution plans | K. Defined contribution plans: Under Israeli employment laws, employees of BiomX Israel are included under Section 14 of the Severance Compensation Act, 1963 ("Section 14") for a portion of their salaries. Pursuant to Section 14, these employees are entitled to monthly deposits made by the Company on their behalf with insurance companies. Payments in accordance with Section 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 operations as and when the services are received from the Company's employees. Total expenses with respect to these contributions were $567 and $381 for the years ended December 31, 2020 and 2019, respectively. For U.S. employees the Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees of BiomX Inc in the U.S. who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company has not elected to match any of the employee's deferral. During the years ended December 31, 2020 and 2019 the Company did not record any expenses for 401(k) match contributions. |
Research and development costs | L. Research and development costs: Research and development costs are charged to statements of operations as incurred. Royalty-bearing grants from the 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 | M. Basic and diluted loss per share: Basic loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year, plus the number of shares of Common Stock that would have been outstanding if all potentially dilutive shares of Common Stock had been issued, using the treasury stock method, in accordance with ASC 260-10 "Earnings per Share." Potentially dilutive shares of Common Stock 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. |
Stock compensation plans | N. Stock compensation plans: The Company applies ASC 718-10, "Stock-Based Payment," ("ASC 718-10") which requires the measurement and recognition of compensation expenses for all stock-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 stock-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 operations. The Company recognizes stock-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 Stock-Based Payment Accounting," which simplifies the accounting for nonemployee stock-based payment transactions by aligning the measurement and classification guidance, with certain exceptions, to that for stock-based payment awards to employees. The amendments expand the scope of the accounting standard for stock-based payment awards to include stock-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 option-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 | O. 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 expenses 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 | P. Recent Accounting Standards: In June 2016, the FASB issued ASU No. 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. ASU No. 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning on January 1, 2023, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on its consolidated financial statements and related disclosures. 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 was effective for the Company beginning on January 1, 2020. The adoption of ASU 2018-13 had no material impact 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. The adoption of ASU 2018-18 had no material impact on the Company's consolidated financial statements. 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 was effective for the Company beginning on January 1, 2021, with early adoption permitted. The adoption of ASU 2019-12 had no material impact on the Company's consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | Estimated Useful Lives Laboratory equipment 7 years Computers and software 3 years Equipment and furniture 15 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, 2020 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 30,000 - - 30,000 30,000 - - 30,000 Liabilities: Contingent liabilities - - 701 701 - - 701 701 December 31, 2019 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds - - - - - - - - Liabilities: Contingent liabilities - - 585 585 - - 585 585 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | As of December 31, 2020 2019 Government institutions 276 244 Prepaid insurance 2,055 1,560 Other prepaid expenses 29 264 Lease incentive 1,075 - Other 141 - 3,576 2,068 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | As of December 31, 2020 2019 Cost: Computers and software 483 350 Laboratory equipment 2,357 1,729 Equipment and furniture 120 159 Leasehold improvements 587 300 3,547 2,538 Depreciation: Computers and software 310 199 Laboratory equipment 710 367 Equipment and furniture 36 5 Leasehold improvements 263 86 1,319 657 2,228 1,881 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of supplemental cash flow information related to operating leases | Year ended Cash payments for operating leases 416 |
Schedule of future lease payments under operating leases | Operating 2021 890 2022 806 2023 763 2024 763 2025 763 2026 763 2027 763 2028 763 2029 763 2030 699 Total operating lease payments 7,736 Less imputed interest 1,841 Total operating lease liability balance 5,895 |
Other Account Payables (Tables)
Other Account Payables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of other account payables | As of December 31, 2020 2019 Employees and related institutions 2,441 1,780 Accrued expenses 1,128 587 Government institutions 344 169 Deferred income 65 60 3,978 2,596 |
Balances and Transaction with_2
Balances and Transaction with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of balances with related parties | As of December 31, 2020 2019 Additional paid in capital (treasury stock) (See 1 below) (19 ) (19 ) Related party receivable (See 2 below) - 50 |
Schedule of transactions with related parties | Year ended 2020 2019 Research and development expenses (See 2 below) - (167 ) |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of black-scholes option-pricing model | 2020 2019 Underlying value of Common Stock ($) 5.59-6.44 1.7-10 Exercise price ($) 5.59-6.44 1.7-10 Expected volatility (%) 85.0 93.1 Term of the option (years) 6.11 6.11 Risk-free interest rate (%) 0.39-0.68 2.23 |
Schedule of options granted to purchase ordinary shares | For year ended Number of Weighted Aggregate Outstanding at the beginning of period 3,143,802 $ 1.61 $ 25,733 Granted 925,700 6.17 Forfeited (108,110 ) 4.66 Exercised (391,626 ) $ 0.79 Outstanding at the end of period 3,569,766 $ 3.12 $ 12,338 Vested at end of period 2,334,037 Weighted average remaining contractual life – years as of December 31, 2020 7.62 For year ended Number of Weighted Aggregate Outstanding at the beginning of period 2,571,137 $ 1.34 $ 1,793 Granted 784,329 2.03 Forfeited (137,083 ) 1.90 Exercised (74,581 ) 1.34 Outstanding at the end of period 3,143,802 $ 1.61 $ 25,733 Vested at end of period 1,482,098 Weighted average remaining contractual life – years as of December 31, 2019 7.88 |
Schedule of outstanding warrants | Warrant Issuance Date Expiration Date Exercise Number of Private Warrants issued to Yeda (see 1 below) May 11, 2017 May 11, 2025 (* ) 354,829 Private Warrants issued to Founders (see 2 below) November 27, 2017 - 10,589 Private Placement Warrants (see 3 below) IPO December 13, 2023 11.50 2,900,000 Public Warrants (see 4 below) IPO October 28, 2024 11.50 3,500,000 6,765,418 (*) less than $0.001. |
Schedule of share-based payment expenses | Year ended 2020 2019 Research and development expenses, net 1,815 450 General and administrative 1,075 488 2,890 938 |
Research and Development Expe_2
Research and Development Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
Schedule of research and development expenses, net | Year ended 2020 2019 Professional service and subcontractors 6,576 5,787 Salaries and related expenses 9,210 6,404 Stock-based compensation 1,815 450 Depreciation 652 317 Materials and supplies 1,094 997 Amortization 1,518 - Rent and related expenses 664 - Other 84 - 21,613 13,955 Less income from collaboration agreements (see Note 11H,10B2) (160 ) (167 ) Less grants from the IIA (see Note 11A) (518 ) (299 ) 20,935 13,489 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
General and Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | Year ended 2020 2019 Salaries and related expenses 2,757 1,746 Stock-based compensation 1,075 488 Professional services 1,648 3,434 Travel expenses 173 445 Recruitment expenses 170 333 Rent and related expenses 262 479 Insurance expenses 1,985 331 Other 1,253 1,462 9,323 8,718 |
Finance Income (Expenses), Net
Finance Income (Expenses), Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Finance Income (Expenses), Net [Abstract] | |
Schedule of finance income (expense) | Year ended 2020 2019 Exchange rate differences 511 (483 ) Interest income from bank deposits (641 ) (921 ) Revaluation of contingent liabilities 116 (304 ) Bank fees and other 7 64 Income from foreign exchange contracts (165 ) - (172 ) (1,644 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | As of December 31, 2020 2019 Net operating loss carryforward BiomX Inc. 719 - Net operating loss carryforward BiomX Ltd. 14,473 5,953 Total deferred tax assets 15,192 5,953 Valuation allowance (15,192 ) (5,953 ) Net deferred tax assets - - |
Schedule of reconciliation of the federal statutory and effective tax rate | As of December 31, 2020 2019 Statutory U.S. federal income tax rate (21 )% (21 )% U.S. vs foreign tax rate differential (2 ) (2 ) Business Combination expenses - 3.1 Change in deferred tax asset valuation allowance 23 19.9 Effective tax rate - % - % |
Schedule of loss from operations before taxes on income | As of December 31, 2020 2019 United States 3,273 1,589 Israel 26,813 18,974 30,086 20,563 |
Basic Loss Per Share (Tables)
Basic Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted net loss per share | For the year ended 2020 2019 Net loss 30,086 20,563 Net loss per share 1.30 3.66 Weighted average number of Common Stock 23,062,216 5,615,856 |
General (Details)
General (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
General (Textual) | |||
Recapitalization transaction, percentage | 100.00% | ||
Issued of common stock | 23,270,337 | 22,862,835 | |
Total consideration from merger | $ 60,100 | ||
Restricted cash and cash equivalent | 37 | ||
Short-term deposits | $ 19,851 | $ 10,003 | |
Risk factors, description | Operations for more than 12 months from the date of issuance of these condensed consolidated financial statements and sufficient to fund its operations necessary to continue development activities of its current proposed products. | ||
Cash and cash equivalents restricted cash | $ 37,239 | ||
BiomX Israel [Member] | |||
General (Textual) | |||
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, 2020 | |
Laboratory equipment [Member] | |
Property and equipment estimated useful lives | 7 years |
Computers and software [Member] | |
Property and equipment estimated useful lives | 3 years |
Equipment and furniture [Member] | |
Property and equipment estimated useful lives | 15 years |
Leasehold improvements [Member] | |
Property and equipment estimated useful lives | Shorter of lease term or useful life |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Cash equivalents: | ||
Money market funds | $ 30,000 | |
Financial assets | 30,000 | |
Liabilities: | ||
Contingent liabilities | 701 | 585 |
Financial liabilities | 585 | |
Level 1 [Member] | ||
Cash equivalents: | ||
Money market funds | 30,000 | |
Financial assets | 30,000 | |
Liabilities: | ||
Contingent liabilities | ||
Financial liabilities | ||
Level 2 [Member] | ||
Cash equivalents: | ||
Money market funds | ||
Financial assets | ||
Liabilities: | ||
Contingent liabilities | ||
Financial liabilities | ||
Level 3 [Member] | ||
Cash equivalents: | ||
Money market funds | ||
Financial assets | ||
Liabilities: | ||
Contingent liabilities | 701 | 585 |
Financial liabilities | $ 585 |
Significant Accounting Polici_6
Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | ||
Outstanding foreign exchange | $ 1,555 | |
Total expenses for contribution | $ 567 | $ 381 |
Short-Term Deposits (Details)
Short-Term Deposits (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Short-Term Deposits (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. | |
Fixed annual interest | 2.10% | |
Minimum [Member] | ||
Short-Term Deposits (Textual) | ||
Fixed annual interest | 0.51% | |
Maximum [Member] | ||
Short-Term Deposits (Textual) | ||
Fixed annual interest | 1.58% |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Assets [Abstract] | ||
Government institutions | $ 276 | $ 244 |
Prepaid insurance | 2,055 | 1,560 |
Other prepaid expenses | 29 | 264 |
Lease incentive | 1,075 | |
Other | 141 | |
Other Current Assets | $ 3,576 | $ 2,068 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, other | $ 3,547 | $ 2,538 |
Property and equipment, gross | 1,319 | 657 |
Property and equipment, net | 2,228 | 1,881 |
Computers and software [Member] | ||
Computers and software, cost | 483 | 350 |
Computers and software, depreciation | 310 | 199 |
Laboratory equipment [Member] | ||
Property and equipment net, cost | 2,357 | 1,729 |
Property and equipment net, depreciation | 710 | 367 |
Equipment and furniture [Member] | ||
Property and equipment net, cost | 120 | 159 |
Property and equipment net, depreciation | 36 | 5 |
Leasehold improvements [Member] | ||
Leasehold improvements, cost | 587 | 300 |
Leasehold improvements, depreciation | $ 263 | $ 86 |
Acquisition of Subsidiary (Deta
Acquisition of Subsidiary (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Nov. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loan Agreements [Member] | |||
Acquisition of Subsidiary (Textual) | |||
Aggregate amount of the remaining potential commitment | $ 83 | $ 260 | |
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 $4,500. 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 shares of Common Stock 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 of Common Stock authorized or outstanding as of the time the payment is due, or a combination of both of up to $32,000 of the Company within ten years from the closing of the agreement and/or the entering of agreements with certain third parties or their affiliates that include a qualifying up-front fee and is entered into within three years from the closing of the agreement. |
In-Process Research and Devel_2
In-Process Research and Development (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
In-Process Research and Development (Textual) | ||
Amortization expenses | $ 1,518 | |
Useful life for intangible asset | 3 years |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Cash payments for operating leases | $ 416 |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 890 |
2022 | 806 |
2023 | 763 |
2024 | 763 |
2025 | 763 |
2026 | 763 |
2027 | 763 |
2028 | 763 |
2029 | 763 |
2030 | 699 |
Total operating lease payments | 7,736 |
Less imputed interest | 1,841 |
Total operating lease liability balance | $ 5,895 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases (Textual) | |||
Weighted average remaining lease term | 9 years 10 months 25 days | ||
Weighted average discount rate | 6.00% | ||
Lease Agreement [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 | $ 18 | ||
Leases expense for one contract | 217 | $ 201 | |
Bank guarantee to property amount | $ 95 | ||
Lease Agreements One [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 | $ 12 | ||
Leases expense for one contract | 141 | $ 18 | |
Bank guarantee to property amount | $ 63 | ||
Lease Agreements Two [Member] | |||
Leases (Textual) | |||
Operating lease, description | Israel for five years beginning on September 1, 2020, with an option to extend for an additional period until November 30, 2030. | ||
Monthly lease payments | $ 50 | ||
Bank guarantee to property amount | 208 | ||
Operating lease right-of-use asset | 1,030 | ||
Lease expenses | 45 | ||
Lease Agreements Three [Member] | |||
Leases (Textual) | |||
Monthly lease payments | $ 4 | ||
Leases expense for one contract | $ 13 | ||
Security deposit | $ 8 |
Other Account Payables (Details
Other Account Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Employees and related institutions | $ 2,441 | $ 1,780 |
Accrued expenses | 1,128 | 587 |
Government institutions | 344 | 169 |
Deferred income | 65 | 60 |
Total | $ 3,978 | $ 2,596 |
Balances and Transaction with_3
Balances and Transaction with Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Additional paid in capital (treasury stock) (See 1 below) | $ (19) | $ (19) |
Related party receivable (See 2 below) | $ 50 |
Balances and Transaction with_4
Balances and Transaction with Related Parties (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Research and development expenses (See 2 below) | $ (167) |
Balances and Transaction with_5
Balances and Transaction with Related Parties (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Balances and Transaction with Related Parties (Textual) | |
Loan granted to related party | $ 19 |
Aggregate of remaining potential commitment | $ 89 |
Issuance of shares on loan to treasury stock | shares | 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 in installments of $50 within 60 days of signing of the agreement, $17 upon completion of data processing, and two installments of $50 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 had been received. The remaining $50 consideration was received in January 2020. |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) ₪ in Thousands, $ in Thousands | Sep. 01, 2020 | Oct. 31, 2020USD ($) | Apr. 30, 2020USD ($) | Apr. 30, 2020ILS (₪) | Apr. 30, 2019USD ($) | Apr. 30, 2019ILS (₪) | Apr. 30, 2019 | Dec. 31, 2017USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020ILS (₪) | Dec. 31, 2019USD ($) | Dec. 31, 2019ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 31, 2017shares |
Commitments and Contingent Liabilities (Textual) | ||||||||||||||||
Approved budget | $ 1,185 | $ 781 | ||||||||||||||
Percentage of approved budget | 30.00% | 30.00% | 85.00% | 85.00% | 30.00% | 30.00% | ||||||||||
Amount of deduction from R&D expense | $ 518 | $ 299 | ||||||||||||||
Contingent obligation | $ 2,300 | |||||||||||||||
New application of total budget amount | $ 3,123 | |||||||||||||||
Other commitments, description | The program was for the period beginning January 2020. | The program was for the period beginning January 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. | ||||||||||||
Annual license fees | $ 10 | |||||||||||||||
Amount of liabilities recorded to agreement | 378 | $ 217 | ||||||||||||||
Research collaboration agreement, description | BiomX Israel entered into a research collaboration agreement with Boehringer Ingelheim International GmbH ("BI") for a collaboration on biomarker discovery for IBD. Under the agreement, BiomX Israel is eligible to receive fees totaling $439 in installments of $50 within 60 days of the Effective date, $100 upon receipt of the BI materials, $150 upon the completion of data processing and $139 upon delivery of the Final Report of observations and Results of the Project (as such terms are defined within the agreement). Unless terminated earlier, this agreement will remain in effect, until one year after the Effective Date or completion of the Project Plan (as defined in the agreement) and submission and approval of the Final Report. As of December 31, 2020, consideration of $150 had been received. | |||||||||||||||
Contingent obligation to IIA | 2,300 | |||||||||||||||
Development and commercialization milestones totaling | $ 47,000 | |||||||||||||||
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 | ₪ 4,221 | 2,700 | $ 2,700 | |||||||||||||
New application of total budget amount | ₪ | ₪ 10,794 | |||||||||||||||
2017 License Agreement [Member] | ||||||||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||||||||
Consideration percentage | 1.00% | |||||||||||||||
Warrants to purchase ordinary shares | shares | 591,382 | |||||||||||||||
Additional Application [Member] | ||||||||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||||||||
Approved budget | $ 4,287 | |||||||||||||||
Percentage of approved budget | 30.00% | 30.00% | ||||||||||||||
Additional budget | $ 450 | |||||||||||||||
Commitments and Contingent Liabilities, description | (i) to pay a license issue fee of $20 and annual license fees ranging from $15 to $25 (ii) make additional payments based upon the achievement of clinical and regulatory milestones up to an aggregate of $32,10 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 $378 and $217 as of December 31, 2020 and 2019, respectively. | The Company will pay an annual license fee of between $15 and $25 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 $3,210 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 consolidated financial statements as of December 31, 2020 and 2019 with respect to the agreement. | ||||||||||||||
Budget percentage | 30.00% | 30.00% | ||||||||||||||
Additional Application [Member] | NIS [Member] | ||||||||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||||||||
Approved budget | ₪ | ₪ 15,562 | |||||||||||||||
Additional budget | ₪ | ₪ 1,634 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||||||||
Royalties rate | 3.50% | 3.50% | ||||||||||||||
Annual license fees | $ 25 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||||||||
Royalties rate | 3.00% | 3.00% | ||||||||||||||
Annual license fees | $ 15 | |||||||||||||||
Loan Agreements [Member] | ||||||||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||||||||
Aggregate amount of the remaining potential commitment | $ 83 | 260 | ||||||||||||||
Patent License Agreement [Member] | ||||||||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||||||||
Annual license fees | $ 25 | |||||||||||||||
Maximum payments of license maintenance fees | $ 250 | |||||||||||||||
Royalty payments based on future revenue | 4,700 | |||||||||||||||
License maintenance fees | $ 250 | |||||||||||||||
Amount of liabilities recorded to agreement | $ 240 | $ 108 | ||||||||||||||
Party to a license agreement [Member] | ||||||||||||||||
Commitments and Contingent Liabilities (Textual) | ||||||||||||||||
Other commitments, description | The consolidated financial statements as of December 31, 2020 and 2019 include a liability with respect to this agreement in the amount of $83 and $260, respectively. | The consolidated financial statements as of December 31, 2020 and 2019 include a liability with respect to this agreement in the amount of $83 and $260, respectively. |
Stockholders Equity (Details)
Stockholders Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Expected volatility (%) | 85.00% | 93.10% |
Term of the option (years) | 6 years 1 month 9 days | 6 years 2 months 30 days |
Risk-free interest rate (%) | 2.23% | |
Minimum [Member] | ||
Underlying value of Common Stock ($) | 5.59 | 1.7 |
Exercise price ($) | $ 5.59 | $ 1.7 |
Risk-free interest rate (%) | 39.00% | |
Maximum [Member] | ||
Underlying value of Common Stock ($) | 6.44 | 10 |
Exercise price ($) | $ 6.44 | $ 10 |
Risk-free interest rate (%) | 68.00% |
Stockholders Equity (Details 1)
Stockholders Equity (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | ||
Outstanding, beginning balance | 3,143,802 | 2,571,137 |
Granted | 925,700 | 784,329 |
Forfeited | (108,110) | (137,083) |
Exercised | (391,626) | (74,581) |
Outstanding, ending balance | 3,569,766 | 3,143,802 |
Vested at end of period | 2,334,037 | 1,482,098 |
Weighted average remaining contractual life - years | 7 years 7 months 13 days | 7 years 10 months 17 days |
Weighted average exercise price | ||
Outstanding, beginning balance | $ 1.61 | $ 1.34 |
Granted | 6.17 | 2.03 |
Forfeited | 4.66 | 1.90 |
Exercised | 0.79 | 1.34 |
Outstanding, ending balance | $ 3.12 | $ 1.61 |
Aggregate intrinsic value | ||
Outstanding, beginning balance | $ 25,733 | $ 1,793 |
Outstanding, ending balance | $ 12,338 | $ 25,733 |
Stockholders Equity (Details 2)
Stockholders Equity (Details 2) | 12 Months Ended | |
Dec. 31, 2020$ / sharesshares | ||
Number of Shares of Common Stock Underlying Warrants | 6,765,418 | |
Private Warrants issued to Yeda [Member] | ||
Issuance Date | May 11, 2017 | |
Expiration Date | May 11, 2025 | |
Exercise Price Per Share | $ / shares | [1] | |
Number of Shares of Common Stock Underlying Warrants | 354,829 | |
Private Warrants issued to Founders [Member] | ||
Issuance Date | Nov. 27, 2017 | |
Exercise Price Per Share | $ / shares | ||
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 | $ / shares | $ 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 | $ / shares | $ 11.50 | |
Number of Shares of Common Stock Underlying Warrants | 3,500,000 | |
[1] | less than $0.001. |
Stockholders Equity (Details 3)
Stockholders Equity (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Research and development expenses, net | $ 1,815 | $ 450 |
General and administrative | 1,075 | 488 |
Share-based payment expenses, total | $ 2,890 | $ 938 |
Stockholders Equity (Details Te
Stockholders Equity (Details Textual) $ / shares in Units, $ in Thousands | Jan. 08, 2019USD ($)shares | Dec. 11, 2018USD ($)shares | Oct. 02, 2020$ / sharesshares | Mar. 25, 2020Employees$ / sharesshares | Dec. 18, 2018USD ($)$ / sharesshares | Nov. 28, 2018USD ($)$ / sharesshares | Oct. 28, 2018shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)Employeesconsultants$ / sharesshares | Dec. 31, 2018USD ($)shares | Mar. 10, 2021shares | Jan. 02, 2021shares | Oct. 28, 2019 | Nov. 30, 2017shares | May 31, 2017$ / sharesshares |
Common stock, authorized | 60,000,000 | 60,000,000 | |||||||||||||
Common stock, issued | 23,270,337 | 22,862,835 | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, outstanding | 23,264,637 | 22,862,835 | |||||||||||||
Issuance of remaining common stock | 60,041 | ||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||
Equity incentive plan, description | On May 5, 2020, the Board of Directors approved the grant of 79,000 options without consideration to four employees, under the 2019 Plan. These options were granted at an exercise price of $5.59 per share with a vesting period of four years. | ||||||||||||||
Share based compensation expenses | $ | $ 1,384 | $ 732 | |||||||||||||
Unrecognized compensation expense | $ | 2,657 | 2,308 | |||||||||||||
Recognized expense income | $ | $ 233 | 241 | |||||||||||||
Issuance of warrants | 236,552 | ||||||||||||||
Warrants, description | a. 177,414 upon the filing of a patent application covering any Discovered Target or a Product (both as defined in the 2017 License Agreement). In 2020 the warrants were cancelled following termination of the 2017 License Agreement, 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. In the case of termination of the 2017 License Agreement after the second anniversary thereof, and provided that none of the aforementioned milestones has been attained prior to such termination, the warrants will vest upon such termination. As of December 31, 2020, 118,277 warrants were vested as the 2017 License Agreement was terminated after the second anniversary with no milestone have been attained. c. 59,139 upon completion of a Phase 1 clinical trial in respect of a Product (as defined in the 2017 License Agreement). In 2020 the warrants were cancelled following the termination of the 2017 License Agreement. | ||||||||||||||
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. | ||||||||||||||
Market sales agreement, description | Pursuant to a registration statement on Form S-3 declared effective by the Securities and Exchange Commission on December 11, 2020, the Company entered into an Open Market Issuance Sales Agreement ("ATM Agreement") with Jefferies LLC. ("Jefferies"), which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of Common Stock having an aggregate offering price of up to $50,000 through Jefferies acting as sales agent. During the year ended December 31, 2020, the Company sold 10,176 shares of Common Stock under the ATM Agreement, at an average price of $6.07 per share, raising aggregate net proceeds of approximately $60, after deducting an aggregate commission of 3%. The Company recorded issuance expenses of $158. | ||||||||||||||
Total value of granted options | $ | $ 3,752 | $ 1,395 | |||||||||||||
Expenses recognized over period | 2 years | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Common stock, issued | 930,813 | ||||||||||||||
Shares of issued warrants | 362,444 | ||||||||||||||
Shares issued | 362,383 | ||||||||||||||
New Incentive Plan [Member] | |||||||||||||||
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 shares of Common Stock outstanding on December 31 of the preceding calendar year. | ||||||||||||||
Stock Options [Member] | |||||||||||||||
Common stock shares | 74,581 | ||||||||||||||
Grant options | $ / shares | $ 527,716 | ||||||||||||||
Grant approved | 32,000 | 814,700 | 704,669 | ||||||||||||
Employees consideration | Employees | 65 | 22 | |||||||||||||
Employees consideration, description | one consultant, four senior officers (one of whom is also a consultant), and six directors under the 2019 Plan. | ||||||||||||||
Non-tradable options | 79,630 | ||||||||||||||
Consideration consultants | consultants | 2 | ||||||||||||||
Exercise price | $ / shares | $ 6.44 | $ 6.21 | $ 1.34 | ||||||||||||
IPO [Member] | |||||||||||||||
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] | |||||||||||||||
Aggregate warrants shares | 2,900,000 | ||||||||||||||
Yeda [Member] | |||||||||||||||
Shares of issued warrants | 7,615 | ||||||||||||||
Founder [Member] | |||||||||||||||
Shares of issued warrants | 2,974 | ||||||||||||||
BiomX Israel [Member] | |||||||||||||||
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. | ||||||||||||||
License Agreement [Member] | |||||||||||||||
Price Per Share | $ / shares | $ 0.0001 | ||||||||||||||
Warrants to purchase common stock | 591,382 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares issued | 3,028,990 | ||||||||||||||
Sale of stock, consideration | $ | $ 13,000 | ||||||||||||||
Series A Preferred Stock [Member] | Share Purchase Agreement [Member] | |||||||||||||||
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] | |||||||||||||||
Sale of stock, consideration | $ | $ 1,800 | ||||||||||||||
Shares issued | 308,628 | 4,964,607 |
Research and Development Expe_3
Research and Development Expenses, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development [Abstract] | ||
Professional service and subcontractors | $ 6,576 | $ 5,787 |
Salaries and related expenses | 9,210 | 6,404 |
Stock-based compensation | 1,815 | 450 |
Depreciation | 652 | 317 |
Materials and supplies | 1,094 | 997 |
Amortization | 1,518 | |
Rent and related expenses | 664 | |
Other | 84 | |
Total | 21,613 | 13,955 |
Less income from collaboration agreements (see Note 11H,10B2) | (160) | (167) |
Less grants from the IIA (see Note 11A) | (518) | (299) |
Research and Development Expense, Net | $ 20,935 | $ 13,489 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - General and Administrative Expense [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Salaries and related expenses | $ 2,757 | $ 1,746 |
Stock-based compensation | 1,075 | 488 |
Professional services | 1,648 | 3,434 |
Travel expenses | 173 | 445 |
Recruitment expenses | 170 | 333 |
Rent and rent related expenses | 262 | 479 |
Insurance expenses | 1,985 | 331 |
Other | 1,253 | 1,462 |
Total | $ 9,323 | $ 8,718 |
Finance Income (Expenses), Ne_2
Finance Income (Expenses), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finance Income (Expenses), Net [Abstract] | ||
Exchange rate differences | $ 511 | $ (483) |
Interest income from bank deposits | (641) | (921) |
Revaluation of contingent liabilities | 116 | (304) |
Bank fees and other | 7 | 64 |
Income from foreign exchange contracts | (165) | |
Financial expenses, net | $ 172 | $ 1,644 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward BiomX Inc. | $ 719 | |
Net operating loss carryforward BiomX Ltd. | 14,473 | 5,953 |
Total deferred tax assets | 15,192 | 5,953 |
Valuation allowance | (15,192) | (5,953) |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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%) | |
Change in deferred tax asset valuation allowance | 23.00% | (19.90%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
United States | $ 3,273 | $ 1,589 |
Israel | 26,813 | 18,974 |
Loss from operations before taxes on income | $ 30,086 | $ 20,563 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Textual) | ||
Statutory federal income tax rate | 21.00% | 21.00% |
U.S [Member] | ||
Income Taxes (Textual) | ||
Total net operating losses | $ 3,425 | |
Israel [Member] | ||
Income Taxes (Textual) | ||
Statutory income tax rate | 23.00% | |
Total net operating losses | $ 62,927 | $ 25,883 |
Basic Loss Per Share (Details)
Basic Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ 30,086 | $ 20,563 |
Net loss per share | $ 1.30 | $ 3.66 |
Weighted average number of Common Stock | 23,062,216 | 5,615,856 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 30, 2021Employees$ / sharesshares | Mar. 25, 2021 | Mar. 25, 2021USD ($)shares | Dec. 31, 2020shares | Dec. 31, 2019shares | Mar. 10, 2021shares | |
Options granted to employees | 925,700 | 784,329 | ||||
Subsequent Event [Member] | ||||||
Options granted to employees | 985,530 | |||||
Exercise price of options granted | $ / shares | $ 7.21 | |||||
Vesting periods | 4 years | |||||
Number of employees approved options granted | Employees | 104 | |||||
Board of directors, description | One consultant, five senior officers and six directors under the 2019 Incentive Plan | |||||
Warrants | 362,444 | |||||
Common stock, issued | 362,383 | |||||
Subsequent event, description | The IIA approved two new applications for a total budget of NIS 19,444 (approximately $5,874). The IIA committed to funding 30% of the approved budget. The programs are for the period beginning January 2021 through December 2021. | |||||
Common stock shares issued | 600,644 | |||||
Aggregate net proceeds | $ | $ 4,324 |