Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | BiomX Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 45,979,730 | |
Amendment Flag | false | |
Entity Central Index Key | 0001739174 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38762 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3364020 | |
Entity Address, Address Line One | 22 Einstein St | |
Entity Address, Address Line Two | 4th Floor | |
Entity Address, City or Town | Ness Ziona | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 7414003 | |
City Area Code | +972 | |
Local Phone Number | 723942377 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one share of common stock, $0.0001 par value, and one Warrant entitling the holder to receive one half share of common stock | ||
Document Information Line Items | ||
Trading Symbol | PHGE.U | |
Title of 12(b) Security | Units, each consisting of one share of common stock, $0.0001 par value, and one Warrant entitling the holder to receive one half share of common stock | |
Security Exchange Name | NYSE | |
Common stock | ||
Document Information Line Items | ||
Trading Symbol | PHGE | |
Title of 12(b) Security | Common stock, $0.0001 par value | |
Security Exchange Name | NYSE | |
Warrants, each exercisable for one-half of a share of common stock, $0.0001 par value, at an exercise price of $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | PHGE.WS | |
Title of 12(b) Security | Warrants, each exercisable for one-half of a share of common stock, $0.0001 par value, at an exercise price of $11.50 per share | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 29,346 | $ 31,332 |
Restricted cash | 956 | 962 |
Short-term deposits | 2,000 | |
Other current assets | 2,632 | 2,587 |
Total current assets | 32,934 | 36,881 |
Non-current assets | ||
Other assets | 129 | |
Operating lease right-of-use assets | 3,767 | 3,860 |
Property and equipment, net | 4,577 | 4,790 |
Total non-current assets | 8,473 | 8,650 |
Total assets | 41,407 | 45,531 |
Current liabilities | ||
Trade accounts payable | 1,359 | 820 |
Current portion of lease liabilities | 669 | 687 |
Other accounts payable | 2,956 | 2,150 |
Current portion of long-term debt | 5,216 | 4,282 |
Total current liabilities | 10,200 | 7,939 |
Non-current liabilities | ||
Contract liability | 1,976 | 1,976 |
Long-term debt, net of current portion | 9,306 | 10,591 |
Operating lease liabilities, net of current portion | 3,587 | 3,798 |
Other liabilities | 192 | 188 |
Total non-current liabilities | 15,061 | 16,553 |
Commitments and Contingencies | ||
Stockholders’ equity | ||
Preferred Stock, $0.0001 par value; Authorized - 1,000,000 shares as of March 31, 2023 and December 31, 2022. No shares issued and outstanding as of March 31, 2023 and December 31, 2022. | ||
Common Stock, $0.0001 par value; Authorized - 120,000,000 shares as of March 31, 2023 and December 31, 2022. Issued –33,181,773 shares as of March 31, 2023 and 29,982,282 shares as of December 31, 2022. Outstanding –33,176,073 shares as of March 31, 2023 and 29,976,582 shares as of December 31, 2022. | 2 | 2 |
Additional paid in capital | 159,306 | 157,838 |
Accumulated deficit | (143,162) | (136,801) |
Total stockholders’ equity | 16,146 | 21,039 |
Total liabilities and stockholders’ equity | $ 41,407 | $ 45,531 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 33,181,772 | 29,982,282 |
Common stock, shares outstanding | 33,176,073 | 29,976,582 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Research and development (“R&D”) expenses, net | $ 4,564 | $ 4,929 |
Amortization of intangible assets | 380 | |
General and administrative expenses | 1,644 | 2,477 |
Operating loss | 6,208 | 7,786 |
Other income | (91) | |
Interest expenses | 565 | 461 |
Finance income, net | (327) | (87) |
Loss before tax | 6,355 | 8,160 |
Tax expenses | 6 | 9 |
Net loss | $ 6,361 | $ 8,169 |
Basic and diluted loss per share of Common Stock (in Dollars per share) | $ 0.2 | $ 0.27 |
Weighted average number of shares of Common Stock outstanding, basic and diluted (in Shares) | 32,125,227 | 29,754,240 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Diluted loss per share of Common Stock | $ 0.20 | $ 0.27 |
Weighted average number of shares of Common Stock outstanding, diluted | 32,125,227 | 29,754,240 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||
Balance at Dec. 31, 2021 | $ 2 | $ 156,017 | $ (108,484) | $ 47,535 | ||
Balance (in Shares) at Dec. 31, 2021 | 29,747,538 | |||||
Issuance of Common Stock under Open Market Sales Agreement, net of $1 issuance costs | [2] | [1] | 37 | 37 | ||
Issuance of Common Stock under Open Market Sales Agreement, net of $1 issuance costs (in Shares) | [2] | 27,171 | ||||
Stock-based compensation expenses | [1] | 615 | 615 | |||
Net loss | [1] | (8,169) | (8,169) | |||
Balance at Mar. 31, 2022 | $ 2 | 156,669 | (116,653) | 40,018 | ||
Balance (in Shares) at Mar. 31, 2022 | 29,774,709 | |||||
Balance at Dec. 31, 2022 | $ 2 | 157,838 | (136,801) | 21,039 | ||
Balance (in Shares) at Dec. 31, 2022 | 29,976,582 | |||||
Issuance of Common Stock and warrants under Private Investment in Public Equity (“PIPE”), net of $176 issuance costs | [2] | [1] | 1,293 | 1,293 | ||
Issuance of Common Stock and warrants under Private Investment in Public Equity (“PIPE”), net of $176 issuance costs (in Shares) | [2] | 3,199,491 | ||||
Stock-based compensation expenses | 175 | 175 | ||||
Net loss | (6,361) | (6,361) | ||||
Balance at Mar. 31, 2023 | $ 2 | $ 159,306 | $ (143,162) | $ 16,146 | ||
Balance (in Shares) at Mar. 31, 2023 | 33,176,073 | |||||
[1] Less than $1. See Note 8A. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Private investment in public equity, net issuance cost | $ 176 | |
Sales agreement, net issuance cost | $ 1 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS – OPERATING ACTIVITIES | ||
Net loss | $ (6,361) | $ (8,169) |
Adjustments required to reconcile cash flows used in operating activities: | ||
Depreciation and amortization | 223 | 632 |
Stock-based compensation | 175 | 615 |
Amortization of debt issuance costs | 68 | 125 |
Finance expense (income), net | (123) | 4 |
Changes in other liabilities | 4 | |
Changes in operating assets and liabilities: | ||
Other current and non-current assets | (174) | 1,183 |
Trade accounts payable | 363 | (1,400) |
Other accounts payable | 806 | (208) |
Net change in operating leases | (26) | (145) |
Net cash used in operating activities | (5,045) | (7,363) |
CASH FLOWS – INVESTING ACTIVITIES | ||
Investment in short-term deposits | (10,000) | |
Proceeds from short-term deposits | 2,000 | |
Purchases of property and equipment | (10) | (20) |
Net cash provided by (used in) investing activities | 1,990 | (10,020) |
CASH FLOWS – FINANCING ACTIVITIES | ||
Issuance of Common Stock under Open Market Sales Agreement, net of issuance costs | 37 | |
Issuance of Common Stock and warrants under PIPE | 1,469 | |
Repayment of long term debt | (419) | |
Net cash provided by financing activities | 1,050 | 37 |
Decrease in cash and cash equivalents and restricted cash | (2,005) | (17,346) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 13 | (4) |
Cash and cash equivalents and restricted cash at the beginning of the period | 32,294 | 63,095 |
Cash and cash equivalents and restricted cash at the end of the period | 30,302 | 45,745 |
Reconciliation of amounts on consolidated balance sheets | ||
Cash and cash equivalents | 29,346 | 44,755 |
Restricted cash | 956 | 990 |
Total cash and cash equivalents and restricted cash | 30,302 | 45,745 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 495 | 336 |
Taxes paid | 6 | $ 9 |
Issuance costs from PIPE included in trade accounts payable | $ 176 |
General
General | 3 Months Ended |
Mar. 31, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1 – GENERAL General information BiomX Inc., (individually, and together with its subsidiaries, BiomX Ltd, (“BiomX Israel”) and RondinX Ltd., 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 October 29, 2019, the Company merged with BiomX Israel, who survived the merger as a wholly owned subsidiary of BiomX Inc. The Company acquired all outstanding shares of BiomX Israel. In exchange, shareholders of BiomX Israel received 15,069,058 shares of the Company’s Common Stock, representing 65% of the total shares issued and outstanding after the acquisition (“Recapitalization Transaction”). BiomX Israel was deemed the “accounting acquirer” due to the largest ownership interest in the Company. The Company’s shares of Common Stock, units, and warrants are traded on the NYSE American under the symbols PHGE, PHGE.U, and PHGE.WS, respectively. BiomX is developing both natural and engineered phage cocktails designed to target and destroy harmful bacteria in chronic diseases, focusing its efforts at this point on cystic fibrosis and to a lesser degree on atopic dermatitis. BiomX discovers and validates proprietary bacterial targets and customizes phage compositions against these targets. The Company’s headquarters are located in Ness Ziona, Israel. To date, the Company has not generated revenue from its operations. Based on the Company’s current cash and commitments, management believes that the Company’s current cash and cash equivalents are sufficient to fund its operations for more than 12 months from the issuance date of these condensed consolidated financial statements and sufficient to fund its operations necessary to continue development activities. 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, loans and possibly additional grants from the Israel Innovation Authority (“IIA”) (See note 6 and 10) 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. If the Company is unable to raise capital when needed or on attractive terms, it may be forced to delay or reduce its research and development programs. If there are further increases in operating costs for facilities expansion, research and development and clinical activity, the Company will need to use mitigating actions such as to seek additional financing or postpone expenses that are not based on firm commitments. On May 24, 2022, the Company announced a corporate restructuring (the “Corporate Restructuring”), intended to extend the Company’s capital resources, while prioritizing the Company’s ongoing cystic fibrosis program and delaying the Company’s atopic dermatitis program. See notes 8A and 10D regarding the PIPE. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Condensed Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments except as otherwise discussed). The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that the Company filed with the U.S. Securities and Exchange Committee (the “SEC”) on March 29, 2023. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2022. B. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation. C. 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. The full extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international markets. D. Recent Accounting Standards Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for smaller reporting companies (as defined by the rules under the Securities Exchange Act of 1934, as amended) for the fiscal year beginning on January 1, 2023, including interim periods within that year. The Company adopted the guidance on January 1, 2023, and has concluded the adoption did not have a material impact on its consolidated financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 3 – 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 three months ended March 31, 2023 and year ended December 31, 2022. 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: March 31, 2023 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 23,897 - - 23,897 23,897 - - 23,897 Liabilities: Contingent consideration 152 152 Foreign exchange contracts payable - 95 - 95 - 95 152 247 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 27,824 - - 27,824 27,824 - 27,824 Liabilities: Contingent consideration - - 148 148 Foreign exchange contracts payable 55 55 - 55 148 203 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 accounts payable, due to their short-term nature. The Company determined the fair value of the liabilities for the contingent consideration based on a probability discounted cash flow analysis. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent consideration is based on several factors, such as: the attainment of future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of primary sclerosing cholangitis. The discount rate applied ranged from 3.60% to 3.99%. The contingent consideration is evaluated quarterly, or more frequently, if circumstances dictate. Changes in the fair value of contingent consideration are recorded in consolidated statements of operations. Significant changes in unobservable inputs, mainly the probability of success and cash flows projected, could result in material changes to the contingent consideration liability. The change in contingent consideration for the three months ended March 31, 2023 resulted from revaluation. For the three months ended March 31, 2022, the Company did not record any expenses related to the contingent consideration liability. 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 condensed consolidated statements of operations. As of March 31, 2023, the Company had outstanding foreign exchange contracts for the exchange of USD to NIS in the amount of approximately $4,647 with a fair value liability of $95. As of December 31, 2022, the Company had outstanding foreign exchange contracts for the exchange of USD to NIS in the amount of approximately $4,547 with a fair value liability of $55. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS March 31, December 31, Government institutions 47 90 Prepaid insurance 1,545 1,410 Other prepaid expenses 171 84 Grants receivables 853 567 Other 16 436 Other current assets 2,632 2,587 |
Other Accounts Payable
Other Accounts Payable | 3 Months Ended |
Mar. 31, 2023 | |
Other Account Payables [Abstract] | |
OTHER ACCOUNTS PAYABLE | NOTE 5 – OTHER ACCOUNTS PAYABLE March 31, December 31, Employees and related institutions 789 800 Accrued expenses 1,803 887 Government institutions 156 166 Deferred income 114 242 Other 94 55 2,956 2,150 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingent Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES A. In March 2021, the IIA approved two new applications in relation to the Company’s cystic fibrosis product candidate for an aggregate budget of NIS 10,879 (approximately $3,286) and for the Company’s product candidate for Inflammatory Bowel Disease (“IBD”) and Primary Sclerosing Cholangitis for an aggregate revised budget of NIS 6,753 (approximately $2,118). The IIA committed to fund 30% of the approved budgets. The programs are for the period beginning January 2021 through December 2021. Through March 31, 2023, the Company received NIS 4,284 (approximately $1,347) from the IIA with respect to these programs. See note 10B regarding funds received with respect to these programs after the balance sheet date. In August 2021, the IIA approved an application that supports upgrading the Company’s manufacturing capabilities for an aggregate budget of NIS 5,737 (approximately $1,778). The IIA committed to fund 50% of the approved budget. The program is for the period beginning July 2021 through June 2022. The program does not bear royalties. Through March 31, 2023, the Company received NIS 1,912 (approximately $577) from the IIA with respect to this program. In March 2022, the IIA approved an application for a total budget of NIS 13,004 (approximately $4,094) in relation to the Company’s cystic fibrosis product candidate. The IIA committed to fund 30% of the approved budget. The program is for the period beginning January 2022 through December 2022. Through March 31, 2023, the Company received NIS 1,365 (approximately $395) from the IIA with respect to this program. In March 2023, the IIA approved an application for a total budget of NIS 11,283 (approximately $3,164) in relation to the Company’s cystic fibrosis product candidate. The IIA committed to fund 30% of the approved budget. The program is for the period beginning January 2023 through December 2023. See note 10C regarding funds received with respect to these programs after the balance sheet date. According to the agreement with the IIA, excluding the August 2021 program, 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 March 31, 2023; therefore, no liability was recorded in these condensed consolidated financial statements. IIA grants are recorded as a reduction of R&D expenses, net. Through March 31, 2023, total grants approved from the IIA aggregated to approximately $9,353 (NIS 32,068). Through March 31, 2023, the Company had received an aggregate amount of $6,960 (NIS 23,645) in the form of grants from the IIA. Total grants subject to royalties’ payments aggregated to approximately $6,370. As of March 31, 2023, the Company had a contingent obligation to the IIA in the amount of approximately $6,640 including annual interest of LIBOR linked to the dollar. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced in July 2017 that it will no longer persuade or require banks to submit rates for LIBOR after 2021. Even though the IIA has not declared the alternative benchmark rate to replace the LIBOR, the Company does not expect it will have significant impact on its financial statements. B. On June 23, 2022 (“Effective Date”), BiomX Israel entered into a new research collaboration agreement with Boehringer Ingelheim International GmbH (“BI”) for a collaboration to identify biomarkers for IBD. Under the agreement, BiomX Israel is eligible to receive fees totaling $1,411 to cover costs to be incurred by BiomX Israel in conducting the research plan under the collaboration. The fees will be paid in instalments of $500 within 30 days of the Effective Date and three additional installments of $500, $200 and $211 upon completion of certain activities under the research plan. Unless terminated earlier, this agreement will remain in effect until (a) a period of eighteen (18) months after the Effective Date or (b) completion of the project plan and submission and approval of the final report, whichever occurs sooner, unless otherwise extended. The consideration is recorded as a reduction of R&D expenses, net in the condensed consolidated statements of operations according to the input model method on a cost-to-cost basis. The remainder of the consideration is recorded as other accounts payable in the condensed consolidated balance sheets. During the three months ended March 31, 2023, the Company recorded $125 in the condensed consolidated statements of operations as a reduction of R&D expenses. Through March 31, 2023, the Company received total funds of $500 from BI with respect to this agreement. See note 10A regarding funds received after the balance sheet date. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 7 – LONG-TERM DEBT On August 16, 2021, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), with respect to a venture debt facility. Under the Loan Agreement, Hercules provided the Company with access to a term loan with an aggregate principal amount of up to $30,000 (the “Term Loan Facility”), available in three tranches, subject to certain terms and conditions. The first tranche of $15,000 was advanced to the Company on the date the Loan Agreement was executed. Upon the occurrence of specified milestones and continuing through December 31, 2022, a loan in the aggregate principal amount of up to $10,000 (“the second tranche”), would have become available, and upon the occurrence of specified milestones and continuing through September 30, 2023, a loan in the aggregate principal amount of up to $5,000 (“the third tranche”), may become available. The milestones for the second tranche and for the extension of the period of interest only payments to September 1, 2023, were not reached and have expired. The milestones for the third tranche have not yet been reached as of March 31, 2023 and the Company does not expect to reach them. The Company was required to make interest only payments through March 1, 2023, and started to then repay the principal balance and interest in equal monthly installments through September 1, 2025. The Company may prepay advances under the Loan Agreement, in whole or in part, at any time subject to a prepayment charge equal to: (a) 3.0 % of amounts prepaid, if such prepayment occurs during the first 12 months following the Closing Date; (b) 2.0% after 12 months but prior to 24 months; (c) 1.0% after 24 months but prior to 36 months, and (d) no charge after 36 months. Upon prepayment or repayment of all or any of the term loans under the Term Loan Facility, the Company is required to pay an end of term charge (“End of Term Charge”) equal to 6.55% of the total aggregate amount of the term loans being prepaid or repaid. Interest on the term loan accrues at a per annum rate equal to the greater of (i) the Prime Rate as reported in The Wall Street Journal plus 5.70% and (ii) 8.95%. On March 31, 2023, the Prime Rate was 8.00%. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized loan issuance costs. Debt issuance costs are recorded on the consolidated balance sheet as a reduction of liabilities. Amounts allocated to the debt, net of issuance cost, are subsequently recognized at amortized cost using the effective interest method. On March 31, 2023, the effective interest rate was 16.79%. As of March 31, 2023, the carrying value of the term loan consists of $14,581 principal outstanding less the debt discount and issuance costs of approximately $59. The End of Term Charge of $983 is recognized over the life of the term loan as interest expense using the effective interest method. The debt issuance costs have been recorded as a debt discount which is being accreted to interest expense through the maturity date of the term loan. Interest expense relating to the term loan, which is included in interest expense in the condensed statements of operations was $565 and $461 for the three months ended March 31, 2023 and 2022, respectively. Under the terms of the Loan Agreement, the Company granted first priority liens and security interests in substantially all of the Company’s intellectual property as collateral for the obligations thereunder. The Company also granted Hercules the right, at their discretion, to participate in any closing of any single subsequent broadly marketed financing as defined up to a maximum aggregate amount of $2,000 under the terms as afforded to other investors in such financing. The Loan Agreement also contains representations and warranties by the Company and Hercules, indemnification provisions in favor of Hercules and customary affirmative and negative covenants, including a liquidity covenant beginning October 1, 2022, requiring the Company to maintain a minimum aggregate compensating cash balance of $5,000, and events of default, including a material adverse change in the Company’s business, payment defaults, breaches of covenants following any applicable cure period, and a material impairment in the perfection or priority of Hercules’ security interest in the collateral. In the event of default by the Company under the Loan Agreement, the Company may be required to repay all amounts then outstanding under the Loan Agreement. Future principal payments for the long-term debt are as follows: March 31, 2023 $ 3,842 2024 5,785 2025 4,954 Total principal payments 14,581 Unamortized discount and debt issuance costs (59 ) Total future principal payments $ 14,522 Current portion of long-term debt (5,216 ) Long-term debt, net $ 9,306 |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 8 – STOCKHOLDERS EQUITY A. Share Capital: Private Investment in Public Equity: On February 22, 2023, the Company entered into a Securities Purchase Agreement to issue and sell an aggregate of 15,997,448 shares of its Common Stock and 14,610,714 pre-funded warrants (the “Pre-Funded Warrants”, and collectively, the “Securities”) at a price of $0.245 per share and $0.244 per Pre-Funded Warrant, through a private investment in public equity financing (“PIPE”). The gross proceeds from this offering are approximately $7,484, before deducting issuance costs. The financing closed in two parts. The first closing, which covers 3,199,491 shares of Common Stock and 2,776,428 Pre-Funded Warrants for gross proceeds of $1,469, occurred on February 27, 2023. Such Pre-Funded Warrants became exercisable on February 27, 2023, at an exercise price of $0.001 per share of Common Stock and have no expiration date. At the first closing the Company raised net proceeds of $1,293, after deducting issuance costs of $176. The second closing for the remaining Securities, which was contingent upon approval of the issuance of the additional Securities under the Securities Purchase Agreement by the Company’s stockholders in accordance with NYSE American rules, occurred on May 4, 2023. See note 10D. The exercise of the outstanding Pre-Funded Warrants is subject to a beneficial ownership limitation between 9.90%-9.99%, The exercise price and number of shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants are subject to adjustment in the event of any stock dividends, stock splits, reverse stock split and reclassification, as described in the agreements. Pursuant to the sole discretion of the holder, the Pre-Funded Warrants may be exercisable on a “cashless” basis. The Pre-Funded Warrants were classified as a component of stockholders’ equity. 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 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 with an aggregate offering price of up to $50,000, with Jefferies acting as sales agent. During the three months ended March 31, 2023, the Company did not sell any shares of Common Stock under the ATM Agreement. During the three months ended March 31, 2022, the Company sold 27,171 shares of Common Stock under the ATM Agreement, at an average price of $1.36 per share, raising aggregate net proceeds of approximately $37, after deducting an aggregate commission of $1. Maruho Agreement: In October 2021, the Company entered into a Stock Purchase Agreement with a subsidiary of Maruho Co. Ltd., (“Maruho”), a leading dermatology-focused pharmaceutical company in Japan, pursuant to which the Company issued to Maruho 375,000 shares of Common Stock at a price of $8.00 per share for gross proceeds of $3,000. The Company also granted Maruho a right of first offer to license its atopic dermatitis product candidate, BX005, in Japan. The right of first offer will commence following the availability of results from the Phase 1/2 study initially expected in 2022. The Company applied ASC 606 by analogy to the agreements. The agreements were combined into a single unit of account for the purpose of applying ASC 606. Part of the consideration paid under the agreements, equal to the grant date fair value of the shares issued to Maruho of $1,024, was attributed to the issuance of shares and accounted for as an increase in equity. The remainder of $1,976 was attributed to a contract liability, to be recognized as other income, at a point in time, once the clinical trials related to the product candidate are completed. Following the Company’s announcement on May 24, 2022, regarding the delaying of the Company’s atopic dermatitis program, the contract liability was classified as a non-current liability. CFF Agreement: In December 2021, the Company entered into a Securities Purchase Agreement with the Cystic Fibrosis Foundation (“CF Foundation”), an organization that historically played a role in supporting the development of innovative therapies for patients suffering from cystic fibrosis (CF). Under the terms of the agreement, the Company will receive up to $5,000 in two tranches. In the first tranche, which closed and fully received on December 21, 2021, the CF Foundation invested $3,000 as an initial equity investment based on a share price of $2.57. Upon completion of patient dosing in Part 1 of the Company’s Phase 1b/2a study of BX004, the Company had the right to receive the second tranche of $2,000, also as an equity investment. In the event that the average closing price of the Common Stock for the ten trading days prior to the second tranche completion is less than $2.57, the Company had the right in its sole discretion to waive the second tranche payment and in such event the CF Foundation would not have any right to receive additional shares. Ultimately, the CF Foundation decided to participate in the PIPE and invested an aggregate amount of $2,000 and the Company waived the right to receive the second tranche of $2,000 mentioned above. 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”). Warrants: As of March 31, 2023, the Company had the following outstanding warrants to purchase Common Stock issued to stockholders: Warrant Issuance Date Expiration Date Exercise Price Per Share Number of Shares of Common Stock Underlying Warrants Private Placement Warrants IPO (December 13, 2018) December 13, 2023 11.50 2,900,000 Public Warrants IPO (December 13, 2018) October 28, 2024 11.50 3,500,000 2021 Registered Direct Offering Warrants SPA (July 28, 2021) January 28, 2027 5.00 2,812,501 Pre-Funded Warrants February 27, 2023 0.001 2,776,428 11,988,929 B. Stock-based Compensation: On March 1, 2023, the Board of Directors approved the grant of 1,543,000 options to 49 employees, five senior officers and three directors under the Company’s 2019 Equity Incentive Plan, without consideration. Options were granted at an exercise price of $0.40 per share with a vesting period of four years. Directors and senior officers are entitled to full acceleration of their unvested options upon the occurrence of both a change in control of the Company and the end of their engagement with the Company. The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: Three Months Ended 2023 2022 Underlying value of Common Stock ($) 0.40 1.41 Exercise price ($) 0.40 1.41 Expected volatility (%) 94.3 85.3 Expected terms of the option (years) 6.11 6.11 Risk-free interest rate (%) 4.21 2.50 The cost of the benefit embodied in the options granted during the three months ended March 31, 2023, based on their fair value as of the grant date, is estimated to be approximately $487. 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 share option plans is as follows: For the Three Months Ended Number of Weighted Aggregate Outstanding at the beginning of period 4,769,441 $ 2.93 $ 40 Granted 1,543,000 $ 0.40 Forfeited (197,841 ) $ 3.16 Exercised - $ - Outstanding at the end of period 6,114,600 $ 2.28 $ 67 Exercisable at the end of period 2,971,229 $ 3.08 Weighted average remaining contractual life of outstanding options – years as of March 31, 2023 4.95 Warrants: As of March 31, 2023, the Company had the following outstanding compensation related warrants to purchase Common Stock: Warrant Issuance Expiration Exercise Number of Private Warrants issued to scientific founders (see below) November 27, 2017 - 2,974 In November 2017, BiomX Israel issued 2,974 warrants to its scientific founders. 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. (2) The following table sets forth the total stock-based payment expenses resulting from options granted, included in the statements of operations: Three Months Ended 2023 2022 Research and development expenses, net 87 258 General and administrative 88 357 175 615 |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Basic and Diluted Loss Per Share [Abstract] | |
BASIC AND DILUTED LOSS PER SHARE | NOTE 9 – BASIC AND DILUTED LOSS PER SHARE Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of shares of Common Stock outstanding during the period. Diluted loss per share is based upon the weighted average number of shares of Common Stock and of potential shares of Common Stock outstanding when dilutive. Potential shares of Common Stock equivalents include outstanding stock options and warrants, which are included under the treasury stock method when dilutive. The calculation of diluted loss per share for the three months ended March 31, 2023 does not include 6,114,600, 9,215,475 and 4,000,000 of shares underlying options, shares underlying warrants and contingent shares, respectively, because the effect would be anti-dilutive. The calculation of the loss per share includes fully vested Pre-Funded Warrants for the Company’s Common Stock at an exercise price of $0.001 per share, as the Company considers these shares to be exercised for little to no additional consideration. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS A. On April 11, 2023, the Company received funds in total of $700 from BI as part of the research collaboration agreement. B. On April 18, 2023, the Company received the final payments of NIS 995 (approximately $275) from the IIA with respect to the IIA programs approved in March 2021. C. On April 18, 2023, the Company received the first payments of NIS 1,185 (approximately $328) from the IIA with respect to the IIA program approved in March 2023. D. On April 24, 2023 the Company’s stockholders approved the issuance of up to 24,632,245 shares of Common Stock, comprised of shares and shares underlying Pre-Funded Warrants, in accordance with the Securities Purchase Agreement dated February 22, 2023, in order to comply with the listing rules of the NYSE American, as part of the second closing of the PIPE. On May 4, 2023, subsequent to the approval of the Company’s stockholders, the Company completed the second closing of the PIPE and issued an aggregate of 24,632,243 Securities for gross proceeds of approximately $6,000. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Unaudited Condensed Financial Statements | A. Unaudited Condensed Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments except as otherwise discussed). The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, that the Company filed with the U.S. Securities and Exchange Committee (the “SEC”) on March 29, 2023. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2022. |
Principles of Consolidation | B. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation. |
Use of Estimates in the Preparation of Financial Statements | C. 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. The full extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international markets. |
Recent Accounting Standards | D. Recent Accounting Standards Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for smaller reporting companies (as defined by the rules under the Securities Exchange Act of 1934, as amended) for the fiscal year beginning on January 1, 2023, including interim periods within that year. The Company adopted the guidance on January 1, 2023, and has concluded the adoption did not have a material impact on its consolidated financial statements. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities on a recurring basis | March 31, 2023 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 23,897 - - 23,897 23,897 - - 23,897 Liabilities: Contingent consideration 152 152 Foreign exchange contracts payable - 95 - 95 - 95 152 247 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 27,824 - - 27,824 27,824 - 27,824 Liabilities: Contingent consideration - - 148 148 Foreign exchange contracts payable 55 55 - 55 148 203 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Current Assets [Abstract] | |
Schedule of other current assets | March 31, December 31, Government institutions 47 90 Prepaid insurance 1,545 1,410 Other prepaid expenses 171 84 Grants receivables 853 567 Other 16 436 Other current assets 2,632 2,587 |
Other Accounts Payable (Tables)
Other Accounts Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Account Payables [Abstract] | |
Schedule of other accounts payable | March 31, December 31, Employees and related institutions 789 800 Accrued expenses 1,803 887 Government institutions 156 166 Deferred income 114 242 Other 94 55 2,956 2,150 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of future principal payments for the long-term debt | March 31, 2023 $ 3,842 2024 5,785 2025 4,954 Total principal payments 14,581 Unamortized discount and debt issuance costs (59 ) Total future principal payments $ 14,522 Current portion of long-term debt (5,216 ) Long-term debt, net $ 9,306 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding warrants to purchase common stock issued to stockholders | Warrant Issuance Date Expiration Date Exercise Price Per Share Number of Shares of Common Stock Underlying Warrants Private Placement Warrants IPO (December 13, 2018) December 13, 2023 11.50 2,900,000 Public Warrants IPO (December 13, 2018) October 28, 2024 11.50 3,500,000 2021 Registered Direct Offering Warrants SPA (July 28, 2021) January 28, 2027 5.00 2,812,501 Pre-Funded Warrants February 27, 2023 0.001 2,776,428 11,988,929 |
Schedule of black-scholes option-pricing model | Three Months Ended 2023 2022 Underlying value of Common Stock ($) 0.40 1.41 Exercise price ($) 0.40 1.41 Expected volatility (%) 94.3 85.3 Expected terms of the option (years) 6.11 6.11 Risk-free interest rate (%) 4.21 2.50 |
Schedule of summary of options granted to purchase | For the Three Months Ended Number of Weighted Aggregate Outstanding at the beginning of period 4,769,441 $ 2.93 $ 40 Granted 1,543,000 $ 0.40 Forfeited (197,841 ) $ 3.16 Exercised - $ - Outstanding at the end of period 6,114,600 $ 2.28 $ 67 Exercisable at the end of period 2,971,229 $ 3.08 Weighted average remaining contractual life of outstanding options – years as of March 31, 2023 4.95 |
Schedule of outstanding compensation related warrants to purchase common stock | Warrant Issuance Expiration Exercise Number of Private Warrants issued to scientific founders (see below) November 27, 2017 - 2,974 |
Schedule of share-based payment expenses | Three Months Ended 2023 2022 Research and development expenses, net 87 258 General and administrative 88 357 175 615 |
General (Details)
General (Details) | 1 Months Ended |
Oct. 29, 2019 shares | |
Accounting Policies [Abstract] | |
Shares received | 15,069,058 |
Recapitalization transaction, percentage | 65% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value of Financial Instruments (Details) [Line Items] | ||
Foreign exchange | $ 4,647 | $ 4,547 |
Fair value liability | $ 95 | $ 55 |
Minimum [Member] | ||
Fair Value of Financial Instruments (Details) [Line Items] | ||
Discount rate, percentage | 3.60% | |
Maximum [Member] | ||
Fair Value of Financial Instruments (Details) [Line Items] | ||
Discount rate, percentage | 3.99% |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of financial assets and liabilities on a recurring basis - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value [Member] | ||
Assets: | ||
Money market funds | $ 23,897 | $ 27,824 |
Assets, total | 23,897 | 27,824 |
Liabilities: | ||
Contingent consideration | 152 | 148 |
Foreign exchange contracts payable | 95 | 55 |
Liabilities, total | 247 | 203 |
Level 1 [Member] | ||
Assets: | ||
Money market funds | 23,897 | 27,824 |
Assets, total | 23,897 | 27,824 |
Liabilities: | ||
Contingent consideration | ||
Foreign exchange contracts payable | ||
Liabilities, total | ||
Level 2 [Member] | ||
Assets: | ||
Money market funds | ||
Assets, total | ||
Liabilities: | ||
Contingent consideration | ||
Foreign exchange contracts payable | 95 | 55 |
Liabilities, total | 95 | 55 |
Level 3 [Member] | ||
Assets: | ||
Money market funds | ||
Assets, total | ||
Liabilities: | ||
Contingent consideration | 152 | 148 |
Foreign exchange contracts payable | ||
Liabilities, total | $ 152 | $ 148 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of other current assets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Other Current Assets Abstract | ||
Government institutions | $ 47 | $ 90 |
Prepaid insurance | 1,545 | 1,410 |
Other prepaid expenses | 171 | 84 |
Grants receivables | 853 | 567 |
Other | 16 | 436 |
Other current assets | $ 2,632 | $ 2,587 |
Other Accounts Payable (Details
Other Accounts Payable (Details) - Schedule of other accounts payable - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Account Payables [Abstract] | ||
Employees and related institutions | $ 789 | $ 800 |
Accrued expenses | 1,803 | 887 |
Government institutions | 156 | 166 |
Deferred income | 114 | 242 |
Other | 94 | 55 |
Total | $ 2,956 | $ 2,150 |
Commitments and Contingencies (
Commitments and Contingencies (Details) ₪ in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||||||
Jun. 23, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 ILS (₪) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 ILS (₪) | Aug. 31, 2021 USD ($) | Aug. 31, 2021 ILS (₪) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 ILS (₪) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 ILS (₪) | Mar. 31, 2021 ILS (₪) | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Aggregate budget | $ 3,164 | ₪ 11,283 | $ 4,094 | ₪ 13,004 | $ 1,778 | ₪ 5,737 | $ 3,286 | ₪ 10,879 | ||||
Aggregate revised budget | $ 2,118 | ₪ 6,753 | ||||||||||
Percentage of total fund | 30% | 30% | 30% | 30% | ||||||||
Received amount | $ 395 | ₪ 1,365 | ||||||||||
Received amount of programs | 577 | 1,912 | ||||||||||
Total approved grants | 9,353 | 32,068 | ||||||||||
Total grants received | 6,960 | ₪ 23,645 | ||||||||||
Total grants subject to royalties | 6,370 | |||||||||||
Total contingent obligation | $ 6,640 | |||||||||||
Received fees | $ 1,411 | |||||||||||
Collaboration agreement, description | The fees will be paid in instalments of $500 within 30 days of the Effective Date and three additional installments of $500, $200 and $211 upon completion of certain activities under the research plan. Unless terminated earlier, this agreement will remain in effect until (a) a period of eighteen (18) months after the Effective Date or (b) completion of the project plan and submission and approval of the final report, whichever occurs sooner, unless otherwise extended. The consideration is recorded as a reduction of R&D expenses, net in the condensed consolidated statements of operations according to the input model method on a cost-to-cost basis. The remainder of the consideration is recorded as other accounts payable in the condensed consolidated balance sheets. During the three months ended March 31, 2023, the Company recorded $125 in the condensed consolidated statements of operations as a reduction of R&D expenses. Through March 31, 2023, the Company received total funds of $500 from BI with respect to this agreement. See note 10A regarding funds received after the balance sheet date. | |||||||||||
Minimum [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Percentage of total fund | 30% | 30% | ||||||||||
Royalties rate | 3% | 3% | ||||||||||
Maximum [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Percentage of total fund | 50% | 50% | ||||||||||
Royalties rate | 3.50% | 3.50% | ||||||||||
BiomX Israel [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Received amount | $ 1,347 | ₪ 4,284 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 16, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Long-Term Debt (Details) [Line Items] | ||||
Aggregate principal amount | $ 30,000 | |||
Loan agreement, description | (a) 3.0 % of amounts prepaid, if such prepayment occurs during the first 12 months following the Closing Date; (b) 2.0% after 12 months but prior to 24 months; (c) 1.0% after 24 months but prior to 36 months, and (d) no charge after 36 months. | |||
Prepaid rate | 6.55% | |||
Interest and prime rate, description | (i) the Prime Rate as reported in The Wall Street Journal plus 5.70% and (ii) 8.95%. | |||
Prime rate | 8% | |||
Effective interest rate | 16.79% | |||
Principal outstanding amount | $ 14,581 | |||
Debt discount and issuance costs | 59 | |||
Interest expense | 983 | |||
Interest expense the term loan amount | 565 | $ 461 | ||
Maximum aggregate amount | 2,000 | |||
Cash balance | $ 5,000 | |||
First tranche [Member] | ||||
Long-Term Debt (Details) [Line Items] | ||||
Advanced amount | $ 15,000 | |||
Second tranche [Member] | ||||
Long-Term Debt (Details) [Line Items] | ||||
Aggregate principal amount | $ 10,000 | |||
Third tranche [Member] | ||||
Long-Term Debt (Details) [Line Items] | ||||
Aggregate principal amount | $ 5,000 |
Long-Term Debt (Details) - Sche
Long-Term Debt (Details) - Schedule of future principal payments for the long-term debt $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule Of Future Principal Payments For The Long Term Debt Abstract | |
2023 | $ 3,842 |
2024 | 5,785 |
2025 | 4,954 |
Total principal payments | 14,581 |
Unamortized discount and debt issuance costs | (59) |
Total future principal payments | 14,522 |
Current portion of long-term debt | (5,216) |
Long-term debt, net | $ 9,306 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Mar. 01, 2023 | Feb. 22, 2023 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2017 | |
Stockholders Equity (Details) [Line Items] | ||||||||
Securities purchase agreement, description | the Company entered into a Securities Purchase Agreement to issue and sell an aggregate of 15,997,448 shares of its Common Stock and 14,610,714 pre-funded warrants (the “Pre-Funded Warrants”, and collectively, the “Securities”) at a price of $0.245 per share and $0.244 per Pre-Funded Warrant, through a private investment in public equity financing (“PIPE”). The gross proceeds from this offering are approximately $7,484, before deducting issuance costs. The financing closed in two parts. The first closing, which covers 3,199,491 shares of Common Stock and 2,776,428 Pre-Funded Warrants for gross proceeds of $1,469, occurred on February 27, 2023. Such Pre-Funded Warrants became exercisable on February 27, 2023, at an exercise price of $0.001 per share of Common Stock and have no expiration date. At the first closing the Company raised net proceeds of $1,293, after deducting issuance costs of $176. The second closing for the remaining Securities, which was contingent upon approval of the issuance of the additional Securities under the Securities Purchase Agreement by the Company’s stockholders in accordance with NYSE American rules, occurred on May 4, 2023. See note 10D. | |||||||
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 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 with an aggregate offering price of up to $50,000, with Jefferies acting as sales agent. During the three months ended March 31, 2023, the Company did not sell any shares of Common Stock under the ATM Agreement. During the three months ended March 31, 2022, the Company sold 27,171 shares of Common Stock under the ATM Agreement, at an average price of $1.36 per share, raising aggregate net proceeds of approximately $37, after deducting an aggregate commission of $1. | |||||||
Contract liability | $ 1,976 | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Granted option shares | 1,543,000 | |||||||
Exercise price | $ 0.001 | |||||||
Vesting period term | 4 years | |||||||
Fair value of grant date | $ 487 | |||||||
Founder [Member] | ||||||||
Stockholders Equity (Details) [Line Items] | ||||||||
Shares of issued warrants | 2,974 | |||||||
Pre-Funded Warrants [Member] | Minimum [Member] | ||||||||
Stockholders Equity (Details) [Line Items] | ||||||||
Percentage of ownership | 9.90% | |||||||
Pre-Funded Warrants [Member] | Maximum [Member] | ||||||||
Stockholders Equity (Details) [Line Items] | ||||||||
Percentage of ownership | 9.99% | |||||||
Stock Options [Member] | ||||||||
Stockholders Equity (Details) [Line Items] | ||||||||
Exercise price | $ 0.4 | |||||||
Maruho Agreement [Member] | ||||||||
Stockholders Equity (Details) [Line Items] | ||||||||
Common stock shares issued | 375,000 | |||||||
Common stock per share | $ 8 | |||||||
Total gross proceed | $ 3,000 | |||||||
Grant date fair value | $ 1,024 | |||||||
CFF Agreement [Member] | ||||||||
Stockholders Equity (Details) [Line Items] | ||||||||
Agreement type, description | the Company entered into a Securities Purchase Agreement with the Cystic Fibrosis Foundation (“CF Foundation”), an organization that historically played a role in supporting the development of innovative therapies for patients suffering from cystic fibrosis (CF). Under the terms of the agreement, the Company will receive up to $5,000 in two tranches. In the first tranche, which closed and fully received on December 21, 2021, the CF Foundation invested $3,000 as an initial equity investment based on a share price of $2.57. Upon completion of patient dosing in Part 1 of the Company’s Phase 1b/2a study of BX004, the Company had the right to receive the second tranche of $2,000, also as an equity investment. In the event that the average closing price of the Common Stock for the ten trading days prior to the second tranche completion is less than $2.57, the Company had the right in its sole discretion to waive the second tranche payment and in such event the CF Foundation would not have any right to receive additional shares. Ultimately, the CF Foundation decided to participate in the PIPE and invested an aggregate amount of $2,000 and the Company waived the right to receive the second tranche of $2,000 mentioned above. |
Stockholders Equity (Details) -
Stockholders Equity (Details) - Schedule of outstanding warrants to purchase common stock issued to stockholders | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Shares of Common Stock Underlying Warrants | 11,988,929 |
Private Placement Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | IPO (December 13, 2018) |
Expiration Date | Dec. 13, 2023 |
Exercise Price Per Share | $ / shares | $ 11.5 |
Number of Shares of Common Stock Underlying Warrants | 2,900,000 |
Public Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | IPO (December 13, 2018) |
Expiration Date | Oct. 28, 2024 |
Exercise Price Per Share | $ / shares | $ 11.5 |
Number of Shares of Common Stock Underlying Warrants | 3,500,000 |
2021 Registered Direct Offering Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | SPA (July 28, 2021) |
Expiration Date | Jan. 28, 2027 |
Exercise Price Per Share | $ / shares | $ 5 |
Number of Shares of Common Stock Underlying Warrants | 2,812,501 |
Pre-Funded Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | February 27, 2023 |
Exercise Price Per Share | $ / shares | $ 0.001 |
Number of Shares of Common Stock Underlying Warrants | 2,776,428 |
Stockholders Equity (Details)_2
Stockholders Equity (Details) - Schedule of black-scholes option-pricing model - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule Of Black Scholes Option Pricing Model Abstract | ||
Underlying value of Common Stock ($) (in Shares) | 0.4 | 1.41 |
Exercise price ($) (in Dollars per share) | $ 0.4 | $ 1.41 |
Expected volatility (%) | 94.30% | 85.30% |
Expected terms of the option (years) | 6 years 1 month 9 days | 6 years 1 month 9 days |
Risk-free interest rate (%) | 4.21% | 2.50% |
Stockholders Equity (Details)_3
Stockholders Equity (Details) - Schedule of summary of options granted to purchase - Stock Option [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Stockholders Equity (Details) - Schedule of summary of options granted to purchase [Line Items] | |
Number of Options, Outstanding at the beginning of period | 4,769,441 |
Weighted Average Exercise Price, Outstanding at the beginning of period (in Dollars per share) | $ / shares | $ 2.93 |
Aggregate Intrinsic Value, Outstanding at the beginning of period (in Dollars) | $ | $ 40 |
Number of Options, Granted | 1,543,000 |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares | $ 0.4 |
Number of Options, Forfeited | (197,841) |
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ / shares | $ 3.16 |
Number of Options, Exercised | |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares | |
Number of Options, Outstanding at the end of period | 6,114,600 |
Weighted Average Exercise Price, Outstanding at the end of period (in Dollars per share) | $ / shares | $ 2.28 |
Aggregate Intrinsic Value, Outstanding at the end of period (in Dollars) | $ | $ 67 |
Number of Options, Exercisable at end of period | 2,971,229 |
Weighted Average Exercise Price, Exercisable at the end of period | 3.08 |
Number of Options, Weighted average remaining contractual life of outstanding options | 4 years 11 months 12 days |
Stockholders Equity (Details)_4
Stockholders Equity (Details) - Schedule of outstanding compensation related warrants to purchase common stock - Warrant [Member] $ / shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Stockholders Equity (Details) - Schedule of outstanding compensation related warrants to purchase common stock [Line Items] | |
Issuance Date | Nov. 27, 2017 |
Expiration Date | |
Exercise Price Per Share | $ 2,974 |
Stockholders Equity (Details)_5
Stockholders Equity (Details) - Schedule of stock-based payment expenses - Selling, General and Administrative Expenses [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Research and development expenses, net | $ 87 | $ 258 |
General and administrative | 88 | 357 |
Total | $ 175 | $ 615 |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Earnings Per Share [Abstract] | |
Shares underlying options | 6,114,600 |
Shares underlying warrants | 9,215,475 |
Contingent shares | 4,000,000 |
Exercise price (in Dollars per share) | $ / shares | $ 0.001 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] ₪ in Thousands | 1 Months Ended | ||||
May 04, 2023 USD ($) shares | Apr. 24, 2023 shares | Apr. 11, 2023 USD ($) | Apr. 18, 2023 USD ($) | Apr. 18, 2023 ILS (₪) | |
Subsequent Events (Details) [Line Items] | |||||
Funds received | $ | $ 700,000 | ||||
Shares of common stock (in Shares) | shares | 24,632,245 | ||||
Aggregate gross proceeds (in Shares) | shares | 24,632,243 | ||||
Gross proceeds | $ | $ 6,000 | ||||
Final Payment [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Funds received | $ 275,000 | ₪ 995 | |||
First Payments [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Funds received | $ 328,000 | ₪ 1,185 |