Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Enlivex Therapeutics Ltd. |
Entity Central Index Key | 0001596812 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Entity Current Reporting Status | Yes |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Document Annual Report | true |
Document Shell Company Report | false |
Document Transition Report | false |
Entity Common Stock, Shares Outstanding | 10,334,126 |
Entity Filer Category | Accelerated Filer |
Entity Interactive Data Current | Yes |
Entity Incorporation State Country Code | L3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents (notes 2d, 3) | $ 3,948 | $ 9,736 |
Short term deposits | 8,060 | 40 |
Prepaid expenses | 510 | 288 |
Other receivables | 403 | 213 |
Cash held with respect to CVR Agreement (notes 1a,3) | 1,500 | |
Receivables for the sale of Trehalose (note 1a) | 2,000 | |
Total Current Assets | 16,421 | 10,277 |
Non-Current Assets | ||
Restricted cash (notes 2e, 3) | 76 | 56 |
Long-term prepaid expenses | 5 | 16 |
Property and equipment, net (notes 2f, 4) | 648 | 685 |
Other assets (notes 2h, 8) | 410 | |
Total Non-Current Assets | 1,139 | 757 |
TOTAL ASSETS | 17,560 | 11,034 |
Current Liabilities | ||
Accounts payable trade | 316 | 173 |
Accrued expenses and other liabilities (note 5) | 1,897 | 944 |
Payables to related parties (note 13) | 367 | 13 |
CVR holders (note 1a) | 3,400 | |
Total Current Liabilities | 5,980 | 1,130 |
Non-Current Liabilities | ||
Retirement benefit obligations (note 2j) | 6 | |
Other long-term Liabilities (notes 2h, 8) | 298 | |
Warrants (note 6) | 192 | |
Total Non-Current Liabilities | 298 | 198 |
Commitments and Contingent Liabilities (note 9) | ||
TOTAL LIABILITIES | 6,278 | 1,328 |
SHAREHOLDERS' EQUITY | ||
Common stock of NIS 0.40 ($0.11) par value: (note 10) Authorized: 45,000,000 and 11,861,073 shares as of December 31, 2019 and 2018; Issued and outstanding: 10,334,126 and 3,509,405 as of December 31, 2019 and 2018; | 1,151 | 396 |
Additional paid in capital | 37,104 | 27,326 |
Foreign currency translation adjustments (note 2c) | (1,300) | (2,251) |
Accumulated deficit | (25,673) | (16,289) |
TOTAL SHAREHOLDERS' EQUITY | 11,282 | 9,706 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 17,560 | 11,034 |
Series A Preferred Stock | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock | 309 | |
Series B Preferred Stock | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock | 156 | |
Series C Preferred Stock | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock | $ 59 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2019$ / sharesshares | Dec. 31, 2019₪ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2018₪ / sharesshares |
Common stock, par value | $ / shares | $ 0.11 | $ 0.11 | ||
Common stock, shares authorized | 45,000,000 | 45,000,000 | 11,861,073 | 11,861,073 |
Common stock, shares issued | 10,334,126 | 10,334,126 | 3,509,405 | 3,509,405 |
Common stock, shares outstanding | 10,334,126 | 10,334,126 | 3,509,405 | 3,509,405 |
Series A Preferred Stock | ||||
Preferred stock, par value | $ / shares | $ 0.11 | $ 0.11 | ||
Preferred stock, authorized | 3,146,815 | 3,146,815 | 3,146,815 | 3,146,815 |
Preferred stock, shares outstanding | 3,059,730 | 3,059,730 | 3,059,730 | 3,059,730 |
Series B Preferred Stock | ||||
Preferred stock, par value | $ / shares | $ 0.11 | $ 0.11 | ||
Preferred stock, authorized | 3,485,703 | 3,485,703 | 3,485,703 | 3,485,703 |
Preferred stock, shares outstanding | 1,373,804 | 1,373,804 | 1,373,804 | 1,373,804 |
Series C Preferred Stock | ||||
Preferred stock, par value | $ / shares | $ 0.11 | $ 0.11 | ||
Preferred stock, authorized | 3,146,815 | 3,146,815 | 3,146,815 | 3,146,815 |
Preferred stock, shares outstanding | 525,171 | 525,171 | 525,171 | 525,171 |
NIS [Member] | ||||
Common stock, par value | ₪ / shares | ₪ 0.40 | ₪ 0.40 | ||
NIS [Member] | Series A Preferred Stock | ||||
Preferred stock, par value | ₪ / shares | 0.4 | 0.4 | ||
NIS [Member] | Series B Preferred Stock | ||||
Preferred stock, par value | ₪ / shares | 0.4 | 0.4 | ||
NIS [Member] | Series C Preferred Stock | ||||
Preferred stock, par value | ₪ / shares | ₪ 0.4 | ₪ 0.4 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenues (note 2k) | |||
Operating expenses: | |||
Research and development expenses, net (notes 2l, 15a) | 5,724 | 4,255 | 1,691 |
General and administrative expenses (note 15b) | 2,895 | 1,044 | 480 |
Total operating expenses | 8,619 | 5,299 | 2,171 |
Operating (loss) | (8,619) | (5,299) | (2,171) |
Financial income (note 15c) | 238 | 1,060 | 37 |
Financial expenses (note 15d) | (1,003) | (3) | (370) |
Net (loss) | (9,384) | (4,242) | (2,504) |
Other comprehensive gain (loss) | |||
Interest on convertible notes | |||
Exchange differences arising from translating financial statements from functional to presentation currency (note 2c, 2r) | 951 | (748) | 336 |
Total other comprehensive gain (loss) | 951 | (748) | 336 |
Total comprehensive (loss) | $ (8,433) | $ (4,990) | $ (2,168) |
Basic & diluted (loss) per share (note 2o) | $ (1.11) | $ (1.40) | $ (0.94) |
Weighted average number of shares outstanding | 8,649,486 | 3,509,346 | 3,425,925 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Common stock | Preferred Stock | Additional paid in capital | Currency translation adjustments | Accumulated deficit | Total | |||
Balance at Dec. 31, 2016 | $ 383 | $ 309 | $ 13,500 | $ (1,839) | $ (9,543) | $ 2,810 | |||
Balance, shares at Dec. 31, 2016 | 3,390,733 | 3,059,730 | |||||||
Issuance of Common Stock in connection with conversion of notes in 2016 | $ 13 | (13) | |||||||
Issuance of Common Stock in connection with conversion of notes in 2016, shares | 118,611 | ||||||||
Issuance of Preferred Stock Series B for cash consideration of $8,249 net of $519 issuance costs | $ 156 | 7,574 | 7,730 | ||||||
Issuance of Preferred Stock Series B for cash consideration of $8,249 net of $519 issuance costs, shares | 1,373,804 | ||||||||
Stock based compensation | 121 | 121 | |||||||
Other comprehensive gain | 336 | 336 | |||||||
Net loss | (2,504) | (2,504) | |||||||
Balance at Dec. 31, 2017 | $ 396 | $ 465 | 21,182 | (1,503) | (12,047) | 8,493 | |||
Balance, shares at Dec. 31, 2017 | 3,509,344 | 4,433,534 | |||||||
Exercise of Options | [1] | [1] | [1] | ||||||
Exercise of Options, shares | 61 | ||||||||
Issuance of Preferred Stock Series C for cash consideration of $5,350 net of $156 issuance costs | $ 59 | 5,135 | 5,194 | ||||||
Issuance of Preferred Stock Series C for cash consideration of $5,350 net of $156 issuance costs, shares | 525,171 | ||||||||
Stock based compensation | 1,009 | 1,009 | |||||||
Other comprehensive gain | (748) | (748) | |||||||
Net loss | (4,242) | (4,242) | |||||||
Balance at Dec. 31, 2018 | $ 396 | $ 524 | 27,326 | (2,251) | (16,289) | 9,706 | |||
Balance, shares at Dec. 31, 2018 | 3,509,405 | 4,958,705 | |||||||
Conversion of Preferred Shares to Ordinary Shares | $ 605 | $ (524) | (81) | ||||||
Conversion of Preferred Shares to Ordinary Shares, shares | 5,479,547 | (4,958,705) | |||||||
Issuance of shares upon exercise of warrants | $ 2 | 247 | 249 | ||||||
Issuance of shares upon exercise of warrants, shares | 20,348 | ||||||||
Issuance of shares for cash consideration of $8,362 net of $655 issuance costs | $ 76 | 7,631 | 7,707 | ||||||
Issuance of shares for cash consideration of $8,362 net of $655 issuance costs, shares | 682,631 | ||||||||
Shares issued in conjunction with share option exercise | $ 25 | 574 | 599 | ||||||
Shares issued in conjunction with share option exercise, shares | 221,641 | ||||||||
Issuance of shares in connection with the merger | $ 47 | 597 | 644 | ||||||
Issuance of shares in connection with the merger, shares | 420,554 | ||||||||
Stock based compensation | 810 | 810 | |||||||
Other comprehensive gain | 951 | 951 | |||||||
Net loss | (9,384) | (9,384) | |||||||
Balance at Dec. 31, 2019 | $ 1,151 | $ 37,104 | $ (1,300) | $ (25,673) | $ 11,282 | ||||
Balance, shares at Dec. 31, 2019 | 10,334,126 | ||||||||
[1] | Less than $1 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash consideration | $ 8,362 | $ 5,350 | $ 8,249 |
Issuance costs | $ 655 | $ 156 | $ 519 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Cash flows from operating activities | ||||
Net (loss) | $ (9,384) | $ (4,242) | $ (2,504) | |
Adjustments required to reflect net cash used in operating activities: | ||||
Depreciation | 206 | 121 | 83 | |
Non-cash operating lease expense | 168 | |||
Decrease in retirement benefit obligations | (7) | |||
Loss on sale of property and equipment | 75 | |||
Share-based compensation | 810 | 1,009 | 121 | |
Issuance expenses related to warrants exercisable into shares | 19 | |||
Changes in fair value of warrants exercisable into shares | 51 | (132) | ||
Changes in operating asset and liability items: | ||||
(Increases) decrease in prepaid expenses | 277 | (293) | 33 | |
(Increase) decrease in other receivables | 41 | (130) | (40) | |
Increase (decrease) in accounts payable trade | 114 | 145 | 1 | |
Increase (decrease) in accrued expenses and other liabilities | 433 | 372 | (11) | |
Operating lease liabilities | (167) | |||
Increase (decrease) in related parties payable | 342 | (11) | (6) | |
Net cash (used in) operating activities | (7,041) | (3,161) | (2,304) | |
Cash flows from investing activities | ||||
Purchase of property and equipment | (193) | (461) | (130) | |
Proceeds from sale of property and equipment | 4 | |||
Investment in short-term bank deposits | (7,714) | (40) | ||
Net cash, cash equivalents and restricted cash received in the issuance of shares for the net assets of Bioblast Pharma Ltd. | 1,544 | |||
Net cash provided by (used in) investing activities | (6,359) | (501) | (130) | |
Cash flows from financing activities | ||||
Proceeds from issuance of ordinary shares, preferred shares and warrants, net | 7,707 | 5,194 | 8,055 | |
Proceeds from exercise of options | 599 | [1] | ||
Net cash provided by financing activities | 8,306 | 5,194 | 8,055 | |
Increase in cash, cash equivalents and restricted cash | (5,094) | 1,532 | 5,621 | |
Cash, cash equivalents and restricted cash - beginning of year | 9,736 | 9,032 | 3,045 | |
Exchange rate differences on cash, cash equivalents and restricted cash | 826 | (772) | 366 | |
Cash, cash equivalents and restricted cash - end of year | 3,948 | 9,736 | 9,032 | |
Non-cash transactions: | ||||
Conversion of preferred stock to ordinary shares | 525 | |||
Conversion of 6% preference on preferred stock to ordinary shares | 2,071 | |||
Issuance of ordinary shares upon exercise of warrants | 249 | |||
Issuance of common and preferred shares in connection with conversion of convertible notes and accrued interest | 7 | |||
Issuance of shares to the former shareholders of Bioblast Pharma Ltd. | 47 | |||
Net assets acquired in the issuance of shares for the net assets of Bioblast Pharma Ltd. excluding cash, cash equivalents and restricted cash: | ||||
Assets acquired | (2,632) | |||
Less - liabilities assumed | 3,532 | |||
Total net assets | 900 | |||
Supplemental disclosures of cash flow information: | ||||
Cash paid for taxes | ||||
Cash received for interest, net | $ 112 | $ 138 | $ 37 | |
[1] | Less than $1 |
General Information
General Information | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | NOTE 1 – GENERAL INFORMATION a. General Enlivex Therapeutics Ltd. (the “Parent” and, including its consolidated subsidiaries, “we”, “us”, “our” or the “Company”) was originally incorporated on January 22, 2012 under the laws of the State of Israel as Bioblast Pharma Ltd. In January 2015, Bioblast Pharma Inc. was established in the State of Delaware as a wholly owned subsidiary of the Parent (the “Subsidiary”). On March 26, 2019, upon consummation of a merger transaction between the Parent and Enlivex Therapeutics R&D Ltd., (“Enlivex R&D”, formerly known as Enlivex Therapeutics Ltd.), whereby Enlivex R&D merged with Treblast Ltd. (a subsidiary of the Parent) with Enlivex R&D remaining as the surviving entity in the merger (the “ Merger The Merger has been treated as a reverse recapitalization of the Parent for financial accounting and reporting purposes, as such, Enlivex R&D is treated as the acquirer and the Parent is treated as the acquired entity. Excess of consideration paid over net assets acquired and other merger-related costs were recorded as a charge to additional paid-in capital as discussed in Note 7. As a result, the financial statements of the Company prior to the Merger are the historical financial statements of Enlivex R&D whereas the financial statements of the Company after the Merger reflect the results of the consolidated operations. All historical information presented herein has been retroactively restated to reflect the effect of the merger shares exchange ratio, reverse stock split and change to the authorized number of Ordinary Shares, in each case effected in connection with the Merger and in accordance with Accounting Standards Codification Topic 260, “Earnings Per Share”. The Company is a clinical-stage immunotherapy company. Enlivex R&D was incorporated in September 2005 under the laws of the State of Israel and has been engaged since inception in the development of an allogeneic drug pipeline for immune system rebalancing. Immune system rebalancing is critical for the treatment of life-threatening immune and inflammatory conditions, which involve the hyper-expression of cytokines (Cytokine Release Syndrome) and for which there are no U.S. Food and Drug Administration (“ FDA At the closing of the Merger, the Parent, Enlivex R&D, the Parent’s pre-Merger CEO, as representative of the pre-Merger Parent’s shareholders, and a rights agent entered into a Contingent Value Rights Agreement (the “CVR Agreement”). Pursuant to the CVR Agreement, the Parent’s shareholders immediately prior to the Merger received one CVR for each of the Parent’s’ ordinary shares held of record immediately prior to the closing of the Merger. Each CVR represents the right to receive payments based on the Parent’s pre-Merger clinical development programs. CVR holders are entitled to receive 100% of any payments up to $20,000 received by the Company and 50% of any subsequent consideration in excess of such amount, in each case, net of all related transaction expenses. On February 19, 2019, the Parent sold its pre-Merger clinical development programs for “Trehalose” to Seelos Therapeutics, Inc. (“Seelos”), a clinical-stage biopharmaceutical company. Under the terms of the agreement between the Parent and Seelos, Seelos paid $1,500 upon closing and paid an additional $2,000 upon the first anniversary of the closing. Seelos has agreed to pay additional milestone payments of up to $17,000 upon completion of the related clinical study for Trehalose and approval of a New Drug Application by the FDA, as well as royalties. The Company’s ordinary shares, NIS 0.40 per share (“Ordinary Shares” or “ordinary shares”), are traded under the symbol “ENLV” on both the Nasdaq Capital Market and on the on the Tel Aviv Stock Exchange. b. Financial resources The Company devotes substantially all of its efforts toward research and development activities and raising capital. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding before the Company achieves sustainable revenues and profit from operations. Research and development activities have required significant capital investment since the Company’s inception. The Company expects its operations to continue to require cash investment to pursue the Company’s research and development activities, including preclinical studies, formulation development, clinical trials and related drug manufacturing. The Company has not generated any revenues or product sales and has not achieved profitable operations or positive cash flow from operations. The Company’s has experienced net losses since its inception, and, as of December 31, 2019, had accumulated deficit of $25,673. The Company raised $7,751 in cash in conjunction with the Merger and the issuance of shares immediately after the Merger, as well as additional cash of $22,629 subsequent to December 31, 2019 in conjunction with certain registered securities offerings. See note 16 to these audited consolidated financial statements. However, the Company expects to continue to incur additional losses for at least the next several years and over that period the Company will need to raise additional debt or equity financing or enter into partnerships to fund its development. If the Company is not able to achieve its funding requirements, it may be required to reduce discretionary spending, may not be able to continue the development of its product candidates or may be required to delay part of its development programs, which could have a material adverse effect on the Company’s ability to achieve its intended business objectives. There can be no assurances that additional financing will be secured or, if secured, will be on favorable terms. The ability of the Company to transition to profitability in the longer term is dependent on developing products and product revenues to support its expenses. The Company’s management and board of directors are of the opinion that its current financial resources will be sufficient to continue the development of the Company’s products for at least twelve months from the filing of the Company’s Annual Report on Form 20-F for the year ended December 31, 2019, of which these audited consolidated financial statements form a part. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation The Company's audited consolidated financial statements as of December 31, 2019 and 2018, and for each of the years in the three-year period ended December 31, 2019, have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. The significant accounting policies described below have been applied on a consistent basis for all years presented. The financial statements have been prepared on the basis of historical cost, subject to adjustment of financial assets and liabilities to their fair value through profit or loss. The Company classifies its expenses on the statement of comprehensive loss based on the operating characteristics of such expenses. b. Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions, it also requires that management exercise its judgment in applying the Company's accounting policies. The Company's management believes that the estimates, judgments and assumptions used were reasonable based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. c. Functional currency and translation to the reporting currency The functional currency of the Company is the New Israeli Shekel ("NIS"), which is the local currency in which the Company operates. The financial statements of the Company were translated into U.S. dollars in accordance with ASC 830, "Foreign Currency Matters". Accordingly, assets and liabilities were translated from local currencies to U.S. dollars using year end exchange rates, equity items were translated at the exchange rates of the date of the equity transaction, and income and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments (which result from translating an entity's financial statements into U.S. dollars if its functional currency is different than the U.S. dollar) are reported in other comprehensive income (loss). Balances denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency transactions included in the statement of income, the exchange rates applicable on the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses as applicable. The exchange rate for 1 U.S. $ was 3.456, 3.748 and 3.467 NIS as of December 31, 2019, 2018 and 2017, respectively. The increase (decrease) of the U.S. $ against the NIS for the years ended December 31, 2019, 2018 and 2017 was (7.8)%, 8.1% and (9.8)%, respectively. d. Cash and cash equivalents Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. e. Restricted cash: Amounts included in restricted cash are held in interest bearing saving accounts, represent cash amounts required to be set aside by a contractual agreement for the rental of the Company's premises and for credit cards. f. Property and equipment Property and equipment are stated at historical cost less depreciation. Assets are depreciated using the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows: % Computers 33 Office furniture and equipment 7 Leasehold improvements 6 Laboratory equipment 15-33 g. Impairment of non-financial assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, "Property, Plant, and Equipment", whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset with the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years 2018, 2017, and 2016, no impairment losses were identified. h. Leases In accordance with ASU No. 2016-02, Leases (Topic 842), right-of-use ("ROU") assets represent our right to use the underlying leased assets over the lease term, and lease liabilities represent our obligation to make lease payments arising from the related leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease terms may include options to extend or terminate the lease when we believe it is reasonably certain that we will exercise such options. Operating lease ROU assets are reported in other assets, and operating lease liabilities are reported in accounts payable and accrued liabilities (current), and other long-term liabilities (non-current) in our condensed consolidated balance sheets. Because most of the Company's leases do not provide an implicit interest rate, the Company uses its estimated incremental borrowing rate to determine the present value of lease payments. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term, and the related ROU assets and liabilities are reduced to the present value of the remaining lease payments at the end of each period. Short-term leases (with a term of 12 months or less) are not recorded as ROU assets or liabilities in the consolidated balance sheets. The Company's lease agreements include rental payments that adjust periodically for inflation and do not contain any material residual value guarantees or material restrictive covenants. i. Stock-based compensation The Company recognizes equity-based compensation expenses for awards of equity instruments to employees and non-employees based on the grant date fair value of those awards in accordance with FASB ASC Topic 718, Stock Compensation ("ASC 718"). ASC 718 requires all equity-based compensation awards to employees and non-employee directors, including grants of restricted shares and stock options, to be recognized as expense in the consolidated statements of operations based on their grant date fair values. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The option pricing model requires a number of assumptions. Until the closing of the Merger, was no market for the Ordinary Shares, consequently the Company utilized third-party valuations to estimate the fair value of its Ordinary Shares. For the estimation of the expected volatility of the Company's share price, the Company used the historical volatility of comparable companies in the industry with characteristics similar to the Company, including stage of product development and focus on the life science industry. The expected term of options granted represents the period of time that options granted are expected to be outstanding, the company uses management's estimates for the expected term of options due to insufficient readily available historical exercise data. The risk-free interest rate is based on the yield rates of U.S. Government Treasury Bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The Company accounted for stock options issued to non-employees in accordance with ASC Topic 505-50 "Equity-Based Payment to Non-Employees". Effective January 1, 2019, the Company adopted changes issued by the FASB related to Stock Compensation. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU simplifies aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. j. Employees benefits The Company is required by Israeli law to make severance payments to Israeli employees upon their dismissal or termination of employment in certain other circumstances. The Company operates a number of post-employment defined contribution plans. A defined contribution plan is a program that benefits an employee after termination of employment, under which the Company regularly makes fixed payments to a fund administered by a separate and independent entity so that the Company has no legal or constructive obligation to pay additional contributions if such fund does not contain sufficient assets to pay all employees the benefits to which they may be entitled relating to employee service in the current and prior periods. The fund assets are not included in the Company's consolidated balance sheets. The Company operates pension and severance compensation plans subject to Section 14 of the Israeli Severance Pay Law. The plans are funded through payments to insurance companies or pension funds administered by trustees. In accordance with its terms, the plans meet the definition of a defined contribution plan Short term employee benefits - Labor laws in Israel entitle every employee to vacation days, paid sick leave and recreation pay, computed annually. The Company recognizes a liability and an expense in respect of vacation and recreation pay based on the individual entitlement of each employee. k. Revenue Recognition The Company has not yet generated any revenue from product sales or otherwise. l. Research and development expenses Research and development expenses are charged to the statement of operations and comprehensive loss as incurred and consist of salaries, stock-based compensation, benefits and other personnel-related costs, fees paid to consultants, clinical trials, patent costs and facilities and overhead costs. As of December 31, 2019, the Company had not yet capitalized development expenses. m. Patents The Company expenses all costs associated with patents for product candidates under development as incurred. As a result of the Company's research and development efforts, the Company is applying for a number of patents to protect proprietary technology and inventions. To date, the Company has not capitalized patent costs. The Company recorded a charge to operations of approximately $120, $242 and $219 for the years ended December 31, 2019, 2018 and 2017, respectively, related to patent costs. n. Income taxes The Company accounts for income taxes in accordance with ASC 740-10 "Accounting for Income Taxes". This Statement requires the use of the liability method of accounting for income taxes, whereby deferred tax asset and liability account balances are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. As the Company is currently engaged primarily in development activities and is not expected to generate taxable income in the foreseeable future, the Company provides a valuation allowance, to reduce deferred tax assets to their estimated realizable value. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2019 and 2018, the Company recorded a liability of $635 and $222, respectively, for uncertain tax positions. The Company does not expect that the amounts of uncertain tax positions will change significantly within the next year. o. Loss per share Basic loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year. Diluted net loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential in accordance with ASC 260, "Earnings per Share." All outstanding preferred stock, options and warrants for the years ended December 31, 2019, 2018 and 2017 have been excluded from the calculation of the diluted net loss per share because all such securities are anti-dilutive for all years presented. For the years ended December 31, 2019, 2018 and 2017, the total weighted average number of shares related to outstanding potential shares excluded from the calculations of diluted net loss per share was 3,247,127, 8,638,789 and 4,926,621, respectively. The following data show the amounts used in computing income (loss) per share and the effect on income (loss): Year ended December 31, Basic and diluted (loss) per share: 2019 2018 2017 (Loss) income from continuing operations $ (9,384 ) $ (4,242 ) $ (2,503 ) Interest of 6% to Cumulative Preferred Stock (198 ) (659 ) (717 ) $ (9,582 ) $ (4,901 ) $ (3,220 ) Number of common shares at the beginning of the year 3,509,405 3,509,344 3,390,733 Issuance of shares for cash 518,295 - - Issuance of shares in connection with the merger 322,617 - - Stock options exercised 80,073 2 - Warrants exercised 15,609 - - Conversion of Preferred Shares 4,203,487 - - Conversion of convertible notes - 35,192 Number of shares used in per share computation 8,649,486 3,509,346 3,425,925 Basic and diluted net income (loss) per share $ (1.11 ) $ (1.40 ) $ (0.94 ) p. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and restricted cash. Cash and cash equivalents and restricted cash are invested in major banks in Israel. Such deposits in Israel are not insured. Management believes that the financial institutions that hold the Company's investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company has no foreign exchange contracts or any other hedging arrangements. q. Fair value of financial instruments The Company applies ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), pursuant to which fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. The financial instruments presented on the balance sheet at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - inputs other than quoted prices included within level 1 that are observable either directly or indirectly. Level 3 - inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). The Company's warrants exercisable for ordinary shares were classified as level 3 in the fair value hierarchy and measured at fair value on a recurring basis. All such warrants were exercised for ordinary shares in 2019. r. Comprehensive income (loss) Comprehensive loss is the change in shareholders' equity from transactions and other events and circumstances other than those resulting from investments by shareholders and distributions to shareholders. The Company accounts for comprehensive income (loss) in accordance with ASC 220, "Comprehensive Income". This statement establishes standards for the reporting and display of comprehensive income (loss) and its components in a full set of general purpose financial statements. The Company's other comprehensive income (loss) is currently comprised of gains or losses resulting from translation adjustments which result from translating the Company's financial statements into U.S. dollars when its functional currency is different than the U.S. dollar. s. Reclassification Certain amounts in the prior periods financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. t. Recently Issued Accounting Standards In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-13, "Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement," which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted this ASU on January 1, 2020. The adoption of this ASU did not have a material impact on its 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 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures, the adoption of this ASU is not expected to have a material impact on its consolidated financial statements. u. Recently Adopted Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" (ASU 2014-09) as modified by ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," and ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients." The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted the new standard effective January 1, 2018. The adoption of this ASU did not have a material impact on its consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. ASU No. 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted the provisions of ASU 2016-01 on January 1, 2018. The adoption of this update did not impact the Company's consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. The Company adopted this standard on January 1, 2019. See Note 8 to these audited consolidated financial statements. In May 2017, the Financial Accounting Standards Board (the FASB) issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, (ASU 2017-09). ASU 2017-09 provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, to a change to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company adopted ASU 2017-09 on January 1, 2018. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted ASU 2017-11 on January 1, 2019, and the adoption did not have an impact on the Company's consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"). ASU 2018-07 simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company adopted ASU 2018-07 on January 1, 2019. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | NOTE 3 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. December 31, 2019 2018 Cash held in banks $ 937 $ 1,029 Bank deposits in U.S.$ (annual average interest rates 1.80% and 1.81%) 3,011 8,707 Total cash and cash equivalents 3,948 9,736 Cash held with respect to CVR Agreement 1,500 - Long-term restricted bank deposits 76 56 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 5,524 $ 9,792 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: December 31, 2019 2018 Cost: Laboratory equipment $ 782 $ 797 Computers 94 86 Office furniture & equipment 36 58 Leasehold improvements 152 228 Total cost 1,064 1,169 Accumulated depreciation: Laboratory equipment 340 331 Computers 51 62 Office furniture & equipment 1 13 Leasehold improvements 24 78 Total accumulated depreciation 416 484 Depreciated cost $ 648 $ 685 For the years ended December 31, 2019, 2018 and 2017, depreciation expenses were $210, $121 and $83, respectively. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 5 – ACCRUED EXPENSES AND OTHER LIABILITIES December 31, 2019 2018 Vacation, convalescence and bonus accruals $ 318 $ 211 Employees and payroll related 261 158 Short term operating lease liabilities 123 - Accrued expenses and other 1,195 575 $ 1,897 $ 944 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS | NOTE 6 – WARRANTS On September 15, 2017, the Company issued 48,232 warrants in settlement of a finder's fee, which warrants were exercisable on a cashless basis for a period of seven years. All 48,232 warrants were exercised for 20,348 ordinary shares upon consummation of the Merger. In accordance with ASC 815: "Derivatives and Hedging", one of the characteristics of a derivative is that its terms require or permit net settlement. Accordingly, all warrants were classified as a non-current liability measured at fair value. Year ended December 31, 2019 2018 Balance at January 1 $ 192 $ 344 Exchange differences arising from translation to presentation currency 6 (20 ) Changes in values of warrants exercisable into shares liability 51 (132 ) Fair value of warrants at exercise date (249 ) - Balance at December 31 $ - $ 192 The fair value of warrants prior to the Merger was valued by using the OPM pricing model. Fair value as of December 31, 2018 was estimated using the following assumptions for the warrants' call option: Dividend yield - Expected yearly volatility 75.8 % Annual risk-free interest 2.74 % Expected life 1 month |
Reverse Merger with Bioblast Ph
Reverse Merger with Bioblast Pharma Ltd | 12 Months Ended |
Dec. 31, 2019 | |
Notes To Financial Statements [Abstract] | |
REVERSE MERGER WITH BIOBLAST PHARMA LTD. | NOTE 7 – REVERSE MERGER WITH BIOBLAST PHARMA LTD. As described in Note 1, the Merger completed between Enlivex R&D and Bioblast Pharma Ltd. (the "Parent") was accounted for as an issuance of shares by Enlivex R&D for the net assets of the Parent, accompanied by a recapitalization. Enlivex R&D was considered the acquirer for accounting and financial reporting purposes and acquired the assets and assumed the liabilities of the Parent, and Enlivex R&D gained control of the combined company after the merger. The annual consolidated financial statements of the Company reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former shareholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. The annual consolidated financial statements include the accounts of the Company and its subsidiary since the effective date of the Merger and the accounts of Enlivex R&D since inception. The estimated fair value of the total considerations was $5,152 based on the shares of the Parent outstanding on the Merger date as adjusted per the merger agreement of 420,554 multiplied by the Company's share price of $12.25 on the date of the Merger. The excess of the fair value of the consideration paid over the fair value of the net assets acquired as detailed below was $4,508. The following summarizes the estimated fair value of the assets and liabilities acquired at the date of the merger: Cash and cash equivalents $ 44 Prepaid expenses and other receivables 632 Cash held with respect to CVR Agreement 1,500 Receivables for the sale of Trehalose 2,000 Trade payables (10 ) Due to CVR Holders (3,500 ) Other current liabilities (22 ) $ 644 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 8 – LEASES The Company elected the transition provision provided by ASU no. 2018-11, Leases (Topic 842) that allows entities to continue to apply the legacy guidance in Topic 840, Leases, including its disclosure requirements, for the comparative periods presented in the year of adoption. Accordingly, the Topic 842 disclosures below are presented only as of and for the year ended December 31, 2019 and not for any prior period. The Company is a party to operating leases for its corporate offices, laboratory space and vehicles. The Company's operating leases have remaining lease terms of up to 3.66 years, some of which include options to extend the leases for up to five years. On January 1, 2019, the Company recognized $399 of ROU assets and of lease liabilities on the consolidated balance sheet for operating leases. December 31, 2019 The components of lease expense were as follows: Operating leases expenses $ 192 Supplemental consolidated cash flow information related to operating leases follows: Cash used in operating activities $ 188 Non-cash activity: $ 141 Supplemental information related to operating leases, including location of amounts reported in the accompanying consolidated balance sheets, follows: Other assets - Right-of-Use assets $ 501 Accumulated amortization 91 Operating lease Right-of-Use assets, net $ 410 Accounts payable and accrued liabilities $ 123 Other long-term liabilities 298 Total operating lease liabilities $ 421 Weighted average remaining lease term in years 3.33 Weighted average annual discount rate 10.7 % Maturities of operating lease liabilities as of December 31, 2019, were as follows: 2020 $ 172 2021 157 2022 126 2023 70 Total undiscounted lease liability 525 Less: Imputed interest (104 ) Present value of lease liabilities $ 421 |
Commitments and contingent liab
Commitments and contingent liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 9 – COMMITMENTS AND CONTINGENT LIABILITIES a) Obligation to pay royalties to the State of Israel The Company is required to pay royalties to the State of Israel (represented by the Israel Innovation Authority), computed on the basis of proceeds from the sale or license of products which development was supported by State grants. In accordance with the terms of the financial participation, the State is entitled to royalties on the sale or license of any product which development was supported with State participation. These royalties are generally 3% - 5% of sales until repayment of 100% of the grants (linked to the dollar) received by the Company plus annual interest at the LIBOR rate. The aggregate contingent obligation payable by the Company as of December 31, 2019 was approximately $5,197 which represents the gross amount of grants actually received by the Company from the Israel Innovation Authority, including accrued interest as of December 31, 2019. In January 2019, the Company submitted a new grant application to the Israel Innovation Authority for funding of its clinical development program of prevention of cytokine storms and organ dysfunction associated with sepsis. On April 16, 2019, the Company’s application for grants at 50% participation of a NIS 7,668 ($2,219) plan to be executed in Israel was approved by the Israel Innovation Authority. The plan was approved for a period commencing January 1, 2019 and ending December 31, 2019. As of December 31, 2019, the Company had not paid any royalties to the Israel Innovation Authority. b) On September 7, 2018 the Company entered into an agreement with its Executive Chairman. According to the agreement, the Company committed to grant the Executive Chairman a minimum performance bonus of 50% of the Chairman’s base director’s fee retainer for the first two fiscal years after a Public Event. Upon termination of the Chairman’s board service, under certain conditions defined in the agreement, the Executive Chairman will be entitled to receive an amount of up to three times his then annual base retainer plus the value of accrued benefits. As of December 31, 2019, no termination liability was accrued or paid. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
EQUITY | NOTE 10 – EQUITY a) Shares of Common Stock confer upon their holders the right to participate and vote in general shareholders' meetings, to share in the distribution of dividends if declared by the Company and the right to receive assets of the Company upon its liquidation. Shares of Preferred Stock conferred on their holders all rights accruing to holders of Common Stock, and, in addition, contained certain conversion and preference rights. Preferred A, Preferred B and Preferred C Stock also conferred upon their holders the right to receive an annual dividend amount equal to the original issue price of each Preferred Stock plus a cumulative preference of 6% of the original issue price per annum compounded annually until the lapse of two years from their issuance date. Accumulated unpaid dividends to series A, series B and series C Convertible Preferred Stock holders as of the date of the Merger were $2,071. b) As described in footnotes 1 and 7, on March 26, 2019, the Company completed the Merger with Bioblast Pharma Ltd. In connection with the Merger, all outstanding shares of Enlivex R&D were exchanged for Ordinary Shares at a rate of 0.0484 Ordinary Shares for each share of Enlivex R&D common stock. Also prior to and in connection with the Merger, the Company effected a 1-for-8 reverse stock split and changed the total number of shares of all classes authorized to be issued to 45,000,000 with a par value of NIS 0.40 per share. All historical information presented herein has been retroactively restated to reflect the effect of the Merger exchange ratio and reverse stock split in accordance with Accounting Standards Codification Topic 260, "Earnings Per Share". c) Upon consummation of the Merger, all outstanding Preferred Stock (4,958,705 shares) with $2,070 accrued and unpaid dividends thereon were converted into 5,479,547 Ordinary Shares, and all outstanding warrants were converted into 20,348 Ordinary Shares. d) The Company incurred direct Merger-related costs totaling $655, which were recorded as a reduction to additional paid in capital. e) In connection with the Merger, the Company entered into substantially identical securities purchase agreements with certain private investors, pursuant to which the investors purchased an aggregate of 682,631 Ordinary Shares for a purchase price of $12.25 per share, totaling $8,362. f) On September 12, 2018 the Company issued 520,263 shares of Series C Preferred Stock for cash consideration of $5,300. During December 2018, the Company issued additional 4,908 shares of Series C Preferred Stock for cash consideration of $50. Issuance costs in relation to the financing round in the amount of $156 were allocated to additional paid in capital. All such shares of Preferred Stock were exchanged for Ordinary Shares upon consummation of the Merger. g) On March 22, 2016, Bioblast Pharma Ltd. issued 27,016 warrants exercisable at any time following September 22, 2016 and through their expiration date on September 22, 2021, for an exercise price of $180 per Ordinary Share. The warrants are classified as a component of shareholders' equity because they are free standing financial instruments that are legally detachable, separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of Ordinary Shares upon exercise. In addition, the warrants require physical settlement and do not provide any guarantee of value or return. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 11 – SHARE-BASED COMPENSATION a) Stock option plan – general Prior to the merger, Bioblast Pharma Ltd. adopted the 2013 Incentive Option Plan (the “2013 Plan”), which provided for the grant of incentive Ordinary Share options and nonqualified Ordinary Share options to employees, directors, and non-employees of the Company. As of December 31, 2019, there was a total of 15,500 options to purchase Ordinary Shares outstanding under the 2013 Plan. All outstanding options under the 2013 Plan were fully vested upon the closing of the Merger. The number of shares subject to and the exercise prices applicable to these outstanding options were adjusted in connection with the one-for-eight reverse stock-split. In June 2019, the 2013 Plan was assumed by the Company’s Global Share Incentive Plan (2019) the “2019 Equity Incentive Plan”), and the Company intends for the 2019 Equity Incentive Plan to be its primary stock compensation plan for future awards. Prior to the Merger, Enlivex R&D granted Options under the 2007 Incentive Compensation Plan (the “2007 Equity Incentive Plan”) and the Global Share Incentive Plan (2014) (the “2014 Equity Incentive Plan”). In June 2019, the Company adopted the 2019 Equity Incentive Plan, under which all Ordinary Shares that remained available for future grant under all existing plans were reserved for issuance with respect to awards that may be granted under the 2019 Equity Incentive Plan. As of December 31, 2019, 2,350,704 Ordinary Shares were authorized for issuance to employees, directors and consultants under the 2019 Equity Incentive Plan, of which 490,749 shares were available for future grant. Equity Incentive Plans and agreements generally expire after ten years from the date of grant. Upon termination of the optionee’s employment or other relationship with the Company, options cease vesting, vested options forfeit. Ordinary shares underlying options that are canceled or not exercised within the option term become available for future grant. b) Employees’ and directors stock options The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions during the periods indicated: Year ended December 31, 2019 2018 2017 Weighted Average Risk-free interest rate 1.67 % 2.88 % 2.25 % Dividend yield - - - Weighted Average Volatility factor 73.71 % 74.91 % 73.31 % Weighted Average Expected life of the options 5 6 6 The following table contains additional information concerning options granted to employees and directors under the existing stock-option plans: For the year ended December 31, 2019 2018 2017 Number of options Weighted average exercise Number of options Weighted average exercise Number of options Weighted average exercise Outstanding at beginning of the year 1,083,022 $ 4.79 974,271 $ 4.54 453,972 $ 2.69 Granted 158,021 $ 8.72 271,355 $ 5.78 590,839 $ 5.78 Forfeited and expired (128,256 ) $ 5.24 (162,543 ) $ 4.96 (70,540 ) $ 2.69 Exercised (2,360 ) $ 3.77 (61 ) $ 2.69 - $ - Pre-merger Bioblast options 15,500 $ 90.17 - $ - - $ - Outstanding at end of the year 1,125,927 $ 6.47 1,083,022 $ 4.79 974,271 $ 4.54 Exercisable at end of the year 700,032 $ 3.92 457,661 $ 3.72 243,313 $ 2.69 Following is a summary of changes in nonvested shares granted to employees and directors: For the year ended December 31, 2019 2018 2017 Number of options Weighted average exercise Number of options Weighted average exercise Number of options Weighted average exercise Balance at beginning of the year 625,361 $ 5.58 730,958 $ 5.37 310,058 $ 2.69 Granted 158,021 $ 8.72 271,355 $ 5.78 590,839 $ 5.78 Vested during the year (229,231 ) $ 5.01 (217,733 ) $ 4.75 (102,724 ) $ 2.69 Forfeited during the year (128,256 ) $ 5.24 (159,219 ) $ 5.16 (67,215 ) $ 2.69 Balance at end of the year 425,895 $ 7.21 625,361 $ 5.58 730,958 $ 5.37 The weighted-average fair value at grant date of options granted 2019, 2018 and 2017 were $5.29, $5.78 and $0.207. The total unrecognized estimated compensation cost related to non-vested employees’ and directors’ stock options granted until December 31, 2019 was $934, which is expected to be recognized over a weighted average period of 1.95 years. c) Consultants’ stock options The estimated fair value of stock option awards was determined using the Black-Scholes option valuation model with the following weighted-average assumptions during the periods indicated: Year ended December 31, 2019 2018 2017 Weighted Average Risk-free interest rate - 2.55 % 2.25 % Dividend yield - - - Weighted Average Volatility factor - 75.23 % 73.31 % Weighted Average Expected life of the options - 6 6 The following table contains additional information concerning options granted to consultants under the existing stock-option plans: For the year ended December 31, 2019 2018 2017 Number of options Weighted average exercise Number of options Weighted average exercise Number of options Weighted average exercise Outstanding at beginning of the year 718,396 $ 3.63 684,507 $ 3.51 398,938 $ 2.69 Granted - $ - 33,889 $ 6.40 285,569 $ 4.54 Forfeited and expired - $ - - $ - - $ - Exercised (219,281 ) $ 2.69 - $ - - $ - Outstanding at end of the year 499,115 $ 4.04 718,396 $ 3.63 684,507 $ 3.51 Exercisable at end of the year 398,659 $ 3.35 568,921 $ 2.89 529,586 $ 2.69 Following is a summary of changes in nonvested shares granted to consultants: For the year ended December 31, 2019 2018 2017 Number of options Weighted average exercise Number of options Weighted average exercise Number of options Weighted average exercise Balance at beginning of the year 149,475 $ 6.19 154,921 $ 6.20 - $ - Granted - $ - 33,889 $ 6.40 285,569 $ 4.54 Vested during the year (49,019 ) $ 6.17 (39,335 ) $ 6.20 (130,648 ) $ 2.69 Forfeited during the year - $ - - $ - - $ - Balance at end of the year 100,456 $ 6.27 149,475 $ 6.19 154,921 $ 6.20 The total unrecognized estimated compensation cost related to non-vested consultants’ stock options granted until December 31, 2019 was $315, which is expected to be recognized over a weighted average period of 1.94 years. d) Set forth below is data regarding the range of exercise prices and remaining contractual life (in years) for all options outstanding at December 31, 2019: Exercise Price Number of Options Outstanding Average Remaining Contractual Life (in years) Intrinsic Value of Options Outstanding No. of options exercisable $ 2.69 723,922 5.27 $ 4,130 719,695 $ 6.22 714,201 8.04 $ 1,547 359,135 $ 8.19 150,000 9.57 $ 30 - $ 10.12 13,398 8.93 $ - 4,091 $ 12.21 2,421 9.25 $ - - $ 21.4 5,600 9.57 $ - - $ 90.16 15,500 1.69 $ - 15,500 1,625,042 $ 5,707 1,098,691 The total intrinsic value of options exercised during 2019 was $1,262. e) The following table summarizes share-based compensation expenses related to grants under the Equity Incentive Plan included in the statements of operations: Year ended December 31, 2019 2018 2017 Research & development $ 607 $ 862 $ 123 General & administrative 203 147 (2 ) Total $ 810 $ 1,009 $ 121 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 12 – TAXES ON INCOME a. The Israeli corporate tax rate was 24% in 2017. As of January 1, 2018, and onwards, the corporate tax rate was reduced to 23%. b. The Company has not been assessed for tax purposes since its incorporation. Tax assessments through the year ended December 31, 2013 are deemed to be final. c. The Parent and its subsidiaries are taxed separately. As of the date of the Merger, the Parent had loss carry-forwards amounting to approximately $42,426 deductible only against sale of assets and/or activities held by the Parent prior to the merger. As of December 31, 2019, the Parent and Enlivex R&D had loss carry-forwards amounting to approximately $282 and $20,343, respectively, deductible from future taxable income. These loss carry-forwards have no expiration date. d. The components of the provision for income taxes are as follows: Year ended December 31, 2019 2018 2017 Current tax $ - $ - $ - Deferred tax - - - Provision for income taxes, net $ - $ - $ - e. Reconciliation of the theoretical tax expenses: Year ended December 31, 2019 2018 2017 Loss before taxes $ 9,384 $ 4,242 $ 2,503 Statutory tax rate 23 % 23 % 24 % Tax benefit 2,158 976 601 Permanent differences (322 ) (237 ) (30 ) Valuation allowance (1,836 ) (739 ) (535 ) Differences in tax rate - - (36 ) Tax expenses $ - $ - $ - f. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. As of December 31, 2019, the Company had provided a full valuation allowance in respect of deferred tax assets. Management currently believes that because the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carry-forward and other temporary differences will not be realized for the foreseeable future. Components of the Company's deferred tax liabilities and assets are as follows: Year ended December 31, 2019 2018 2017 Tax assets in respect of: $ $ $ Accrued employees' and directors' compensation 136 31 18 Research and development expenses 738 609 379 Net loss carry forward 4,744 2,743 2,242 Total deferred tax assets 5,595 3,383 2,639 Less - valuation allowance (5,595 ) (3,383 ) (2,639 ) Deferred tax assets $ - $ - $ - |
Balances and Transactions with
Balances and Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
BALANCES AND TRANSACTIONS WITH RELATED PARTIES | NOTE 13 – BALANCES AND TRANSACTIONS WITH RELATED PARTIES a) Related parties' balances: December 31, 2019 2018 Key management personnel and directors $ 367 $ 13 b) Related parties' transactions On May 12, 2019, the Company entered into a research agreement with its Chief Scientific & Medical Officer under which the executive officer undertook to perform a patients' study according to the terms defined in the agreement. The agreement will terminate upon the completion of the study according to the study protocol and the submission of all reports and other documentation, or if earlier, upon termination by any of the parties pursuant to the terms of the agreement. In the event of early termination for any reason, the Company shall pay the executive officer the following payments: (i) the agreed remuneration for work performed in accordance with the agreement until the date of termination; and (ii) in the event that the termination is not due to a breach of the agreement by the executive officer, the Company shall reimburse the executive officer for all documented expenses arising from non-cancellable commitments incurred prior to such termination, and (iii), the balance between the aggregate amount of the remuneration and the advance (as defined below) actually paid to the executive officer, and the amount of $816, in consideration for any expenses incurred by executive officer in preparation for the study. In consideration for the executive officer's fulfilment of his obligations, the Company has agreed to pay a fixed price for each of the activities performed as defined in the agreement. Upon entering the agreement, the Company paid the executive officer a non-refundable advance in the amount of $125. Total Research and development expenses related to this agreement and included in the Company's consolidated statement of operations for the year ended December 31, 2019 were $251. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 14 – FAIR VALUE MEASUREMENT The Company's financial assets measured at fair value on a recurring basis, consisted of the following types of instruments as of December 31, 2019, 2018 and 2017: December 31, 2019 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 3,948 $ 3,948 $ - $ - Short term deposits 8,060 8,060 - - Cash held with respect to CVR Agreement 1,500 1,500 - - Restricted cash 76 76 - - Total financial assets $ 13,584 $ 13,584 $ - $ - December 31, 2018 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 9,736 $ 9,736 $ - $ - Short term deposits 40 40 - - Restricted cash 56 56 - - Total financial assets $ 9,832 $ 9,832 $ - $ - Warrants $ 192 $ - $ - $ 192 Total financial liabilities $ 192 $ - $ - $ 192 December 31, 2017 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 9,005 $ 9,005 $ - $ - Restricted cash 27 27 - - Total financial assets $ 9,032 $ 9,032 $ - $ - Warrants $ 344 $ - $ - $ 344 Total financial liabilities $ 344 $ - $ - $ 344 |
Supplementary Financial Stateme
Supplementary Financial Statement Information | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION | NOTE 15 – SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION a. Research and development expenses – net Year ended December 31, 2019 2018 2017 Payroll and related expenses $ 2,259 $ 1,317 $ 593 Research and development services 2,682 874 298 Materials 454 363 195 Patent-related expenses 120 242 219 Share Based Compensation 607 862 123 Depreciation 198 121 83 Other 486 476 180 6,806 4,255 1,691 Israel Innovation Authority participation in research and development costs and royalties payable (1,082 ) - - $ 5,724 $ 4,255 $ 1,691 b. General and administrative expenses Year ended December 31, 2019 2018 2017 Payroll expenses and management fees $ 569 $ 343 $ 189 Compensation to directors 526 182 176 Professional fees 725 208 70 Office maintenance and office expenses 145 96 16 Insurance 243 11 7 Share Based Compensation 203 147 (2 ) Other 484 57 24 $ 2,895 $ 1,044 $ 480 c. Financial income Year ended December 31, 2019 2018 2017 Interest income $ 238 $ 138 $ 37 Exchange differences, net - 790 - Net change in fair value warrants - 132 - $ 238 $ 1,060 $ 37 d. Financial expenses Year ended December 31, 2019 2018 2017 Issuance expenses related to warrants $ - $ - $ 19 Exchange differences, net 945 - 350 Net change in fair value warrants 51 - - Bank commissions 7 3 1 $ 1,003 $ 3 $ 370 |
Events Subsequent to the Balanc
Events Subsequent to the Balance Sheet Date | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE | NOTE 16 – EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE The Company evaluated all events and transactions that occurred subsequent to the balance sheet date and prior to the date on which these financial statements were issued, and determined that the following events necessitated disclosure : On February 24, 2020 the Company entered into a securities purchase agreement with certain institutional investors in connection with the issuance and sale in a registered direct offering of 1,000,000 Ordinary Shares at a purchase price of $8.00 per share. In settlement of issuance costs to the placement agent, in addition to a cash fee equal to 7% of the gross proceeds and management fee of 1% of the gross proceeds and $113 for fees and expenses, the Company issued on February 26, 2020 warrants to purchase up to 70,000 Ordinary Shares at an exercise price of $10 per Ordinary Share. These warrants became exercisable immediately upon issuance and have a term of five years. On March 1, 2020, the Company entered into a securities purchase agreement with certain institutional investors in connection with the issuance and sale in a registered direct offering of 2,093,750 Ordinary Shares, and warrants to purchase up to 2,093,750 Ordinary Shares, at a combined purchase price of $8 per share, together with the related warrant to purchase one Ordinary Share. The warrants became exercisable immediately upon issuance at a price of $9 per share and have a term of two years from the issuance date. In settlement of issuance costs to the placement agent, in addition to a cash fee equal to 7% and management fee of 1% of the gross proceeds and $113 for fees and expenses, the Company registered and issued warrants to purchase up to 146,563 Ordinary Shares, which became exercisable immediately upon issuance at a price of $10 per share and have a term of two years from the issuance date. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | a. Basis of presentation The Company's audited consolidated financial statements as of December 31, 2019 and 2018, and for each of the years in the three-year period ended December 31, 2019, have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. The significant accounting policies described below have been applied on a consistent basis for all years presented. The financial statements have been prepared on the basis of historical cost, subject to adjustment of financial assets and liabilities to their fair value through profit or loss. The Company classifies its expenses on the statement of comprehensive loss based on the operating characteristics of such expenses. |
Use of estimates | b. Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions, it also requires that management exercise its judgment in applying the Company's accounting policies. The Company's management believes that the estimates, judgments and assumptions used were reasonable based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. |
Functional currency and translation to the reporting currency | c. Functional currency and translation to the reporting currency The functional currency of the Company is the New Israeli Shekel ("NIS"), which is the local currency in which the Company operates. The financial statements of the Company were translated into U.S. dollars in accordance with ASC 830, "Foreign Currency Matters". Accordingly, assets and liabilities were translated from local currencies to U.S. dollars using year end exchange rates, equity items were translated at the exchange rates of the date of the equity transaction, and income and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments (which result from translating an entity's financial statements into U.S. dollars if its functional currency is different than the U.S. dollar) are reported in other comprehensive income (loss). Balances denominated in, or linked to foreign currency are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency transactions included in the statement of income, the exchange rates applicable on the relevant transaction dates are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances are carried to financing income or expenses as applicable. The exchange rate for 1 U.S. $ was 3.456, 3.748 and 3.467 NIS as of December 31, 2019, 2018 and 2017, respectively. The increase (decrease) of the U.S. $ against the NIS for the years ended December 31, 2019, 2018 and 2017 was (7.8)%, 8.1% and (9.8)%, respectively. |
Cash and cash equivalents | d. Cash and cash equivalents Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. |
Restricted cash | e. Restricted cash: Amounts included in restricted cash are held in interest bearing saving accounts, represent cash amounts required to be set aside by a contractual agreement for the rental of the Company's premises and for credit cards. |
Property and equipment | f. Property and equipment Property and equipment are stated at historical cost less depreciation. Assets are depreciated using the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows: % Computers 33 Office furniture and equipment 7 Leasehold improvements 6 Laboratory equipment 15-33 |
Impairment of non-financial assets | g. Impairment of non-financial assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, "Property, Plant, and Equipment", whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset with the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years 2018, 2017, and 2016, no impairment losses were identified. |
Leases | h. Leases In accordance with ASU No. 2016-02, Leases (Topic 842), right-of-use ("ROU") assets represent our right to use the underlying leased assets over the lease term, and lease liabilities represent our obligation to make lease payments arising from the related leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease terms may include options to extend or terminate the lease when we believe it is reasonably certain that we will exercise such options. Operating lease ROU assets are reported in other assets, and operating lease liabilities are reported in accounts payable and accrued liabilities (current), and other long-term liabilities (non-current) in our condensed consolidated balance sheets. Because most of the Company's leases do not provide an implicit interest rate, the Company uses its estimated incremental borrowing rate to determine the present value of lease payments. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term, and the related ROU assets and liabilities are reduced to the present value of the remaining lease payments at the end of each period. Short-term leases (with a term of 12 months or less) are not recorded as ROU assets or liabilities in the consolidated balance sheets. The Company's lease agreements include rental payments that adjust periodically for inflation and do not contain any material residual value guarantees or material restrictive covenants. |
Stock-based compensation | i. Stock-based compensation The Company recognizes equity-based compensation expenses for awards of equity instruments to employees and non-employees based on the grant date fair value of those awards in accordance with FASB ASC Topic 718, Stock Compensation ("ASC 718"). ASC 718 requires all equity-based compensation awards to employees and non-employee directors, including grants of restricted shares and stock options, to be recognized as expense in the consolidated statements of operations based on their grant date fair values. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The option pricing model requires a number of assumptions. Until the closing of the Merger, was no market for the Ordinary Shares, consequently the Company utilized third-party valuations to estimate the fair value of its Ordinary Shares. For the estimation of the expected volatility of the Company's share price, the Company used the historical volatility of comparable companies in the industry with characteristics similar to the Company, including stage of product development and focus on the life science industry. The expected term of options granted represents the period of time that options granted are expected to be outstanding, the company uses management's estimates for the expected term of options due to insufficient readily available historical exercise data. The risk-free interest rate is based on the yield rates of U.S. Government Treasury Bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The Company accounted for stock options issued to non-employees in accordance with ASC Topic 505-50 "Equity-Based Payment to Non-Employees". Effective January 1, 2019, the Company adopted changes issued by the FASB related to Stock Compensation. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU simplifies aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. |
Employees benefits | j. Employees benefits The Company is required by Israeli law to make severance payments to Israeli employees upon their dismissal or termination of employment in certain other circumstances. The Company operates a number of post-employment defined contribution plans. A defined contribution plan is a program that benefits an employee after termination of employment, under which the Company regularly makes fixed payments to a fund administered by a separate and independent entity so that the Company has no legal or constructive obligation to pay additional contributions if such fund does not contain sufficient assets to pay all employees the benefits to which they may be entitled relating to employee service in the current and prior periods. The fund assets are not included in the Company's consolidated balance sheets. The Company operates pension and severance compensation plans subject to Section 14 of the Israeli Severance Pay Law. The plans are funded through payments to insurance companies or pension funds administered by trustees. In accordance with its terms, the plans meet the definition of a defined contribution plan Short term employee benefits - Labor laws in Israel entitle every employee to vacation days, paid sick leave and recreation pay, computed annually. The Company recognizes a liability and an expense in respect of vacation and recreation pay based on the individual entitlement of each employee. |
Revenue Recognition | k. Revenue Recognition The Company has not yet generated any revenue from product sales or otherwise. |
Research and development expenses | l. Research and development expenses Research and development expenses are charged to the statement of operations and comprehensive loss as incurred and consist of salaries, stock-based compensation, benefits and other personnel-related costs, fees paid to consultants, clinical trials, patent costs and facilities and overhead costs. As of December 31, 2019, the Company had not yet capitalized development expenses. |
Patents | m. Patents The Company expenses all costs associated with patents for product candidates under development as incurred. As a result of the Company's research and development efforts, the Company is applying for a number of patents to protect proprietary technology and inventions. To date, the Company has not capitalized patent costs. The Company recorded a charge to operations of approximately $120, $242 and $219 for the years ended December 31, 2019, 2018 and 2017, respectively, related to patent costs. |
Income taxes | n. Income taxes The Company accounts for income taxes in accordance with ASC 740-10 "Accounting for Income Taxes". This Statement requires the use of the liability method of accounting for income taxes, whereby deferred tax asset and liability account balances are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. As the Company is currently engaged primarily in development activities and is not expected to generate taxable income in the foreseeable future, the Company provides a valuation allowance, to reduce deferred tax assets to their estimated realizable value. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of December 31, 2019 and 2018, the Company recorded a liability of $635 and $222, respectively, for uncertain tax positions. The Company does not expect that the amounts of uncertain tax positions will change significantly within the next year. |
Loss per share | o. Loss per share Basic loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year. Diluted net loss per share is calculated based on the weighted average number of ordinary shares outstanding during each year, plus dilutive potential in accordance with ASC 260, "Earnings per Share." All outstanding preferred stock, options and warrants for the years ended December 31, 2019, 2018 and 2017 have been excluded from the calculation of the diluted net loss per share because all such securities are anti-dilutive for all years presented. For the years ended December 31, 2019, 2018 and 2017, the total weighted average number of shares related to outstanding potential shares excluded from the calculations of diluted net loss per share was 3,247,127, 8,638,789 and 4,926,621, respectively. The following data show the amounts used in computing income (loss) per share and the effect on income (loss): Year ended December 31, Basic and diluted (loss) per share: 2019 2018 2017 (Loss) income from continuing operations $ (9,384 ) $ (4,242 ) $ (2,503 ) Interest of 6% to Cumulative Preferred Stock (198 ) (659 ) (717 ) $ (9,582 ) $ (4,901 ) $ (3,220 ) Number of common shares at the beginning of the year 3,509,405 3,509,344 3,390,733 Issuance of shares for cash 518,295 - - Issuance of shares in connection with the merger 322,617 - - Stock options exercised 80,073 2 - Warrants exercised 15,609 - - Conversion of Preferred Shares 4,203,487 - - Conversion of convertible notes - 35,192 Number of shares used in per share computation 8,649,486 3,509,346 3,425,925 Basic and diluted net income (loss) per share $ (1.11 ) $ (1.40 ) $ (0.94 ) |
Concentrations of credit risk | p. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and restricted cash. Cash and cash equivalents and restricted cash are invested in major banks in Israel. Such deposits in Israel are not insured. Management believes that the financial institutions that hold the Company's investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. The Company has no foreign exchange contracts or any other hedging arrangements. |
Fair value of financial instruments | q. Fair value of financial instruments The Company applies ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), pursuant to which fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. The financial instruments presented on the balance sheet at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - inputs other than quoted prices included within level 1 that are observable either directly or indirectly. Level 3 - inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). The Company's warrants exercisable for ordinary shares were classified as level 3 in the fair value hierarchy and measured at fair value on a recurring basis. All such warrants were exercised for ordinary shares in 2019. |
Comprehensive income (loss) | r. Comprehensive income (loss) Comprehensive loss is the change in shareholders' equity from transactions and other events and circumstances other than those resulting from investments by shareholders and distributions to shareholders. The Company accounts for comprehensive income (loss) in accordance with ASC 220, "Comprehensive Income". This statement establishes standards for the reporting and display of comprehensive income (loss) and its components in a full set of general purpose financial statements. The Company's other comprehensive income (loss) is currently comprised of gains or losses resulting from translation adjustments which result from translating the Company's financial statements into U.S. dollars when its functional currency is different than the U.S. dollar. |
Reclassifications | s. Reclassification Certain amounts in the prior periods financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. |
Recently Issued Accounting Standards | t. Recently Issued Accounting Standards In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-13, "Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement," which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted this ASU on January 1, 2020. The adoption of this ASU did not have a material impact on its 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 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures, the adoption of this ASU is not expected to have a material impact on its consolidated financial statements. |
Recently Adopted Accounting Standards | u. Recently Adopted Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" (ASU 2014-09) as modified by ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," ASU No. 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," and ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients." The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted the new standard effective January 1, 2018. The adoption of this ASU did not have a material impact on its consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. ASU No. 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted the provisions of ASU 2016-01 on January 1, 2018. The adoption of this update did not impact the Company's consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. The Company adopted this standard on January 1, 2019. See Note 8 to these audited consolidated financial statements. In May 2017, the Financial Accounting Standards Board (the FASB) issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, (ASU 2017-09). ASU 2017-09 provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, to a change to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company adopted ASU 2017-09 on January 1, 2018. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted ASU 2017-11 on January 1, 2019, and the adoption did not have an impact on the Company's consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"). ASU 2018-07 simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation-Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company adopted ASU 2018-07 on January 1, 2019. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of annual depreciation rates | % Computers 33 Office furniture and equipment 7 Leasehold improvements 6 Laboratory equipment 15-33 |
Schedule of computing income (loss) per share and the effect on income (loss) | Year ended December 31, Basic and diluted (loss) per share: 2019 2018 2017 (Loss) income from continuing operations $ (9,384 ) $ (4,242 ) $ (2,503 ) Interest of 6% to Cumulative Preferred Stock (198 ) (659 ) (717 ) $ (9,582 ) $ (4,901 ) $ (3,220 ) Number of common shares at the beginning of the year 3,509,405 3,509,344 3,390,733 Issuance of shares for cash 518,295 - - Issuance of shares in connection with the merger 322,617 - - Stock options exercised 80,073 2 - Warrants exercised 15,609 - - Conversion of Preferred Shares 4,203,487 - - Conversion of convertible notes - 35,192 Number of shares used in per share computation 8,649,486 3,509,346 3,425,925 Basic and diluted net income (loss) per share $ (1.11 ) $ (1.40 ) $ (0.94 ) |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents and restricted cash | December 31, 2019 2018 Cash held in banks $ 937 $ 1,029 Bank deposits in U.S.$ (annual average interest rates 1.80% and 1.81%) 3,011 8,707 Total cash and cash equivalents 3,948 9,736 Cash held with respect to CVR Agreement 1,500 - Long-term restricted bank deposits 76 56 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 5,524 $ 9,792 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2019 2018 Cost: Laboratory equipment $ 782 $ 797 Computers 94 86 Office furniture & equipment 36 58 Leasehold improvements 152 228 Total cost 1,064 1,169 Accumulated depreciation: Laboratory equipment 340 331 Computers 51 62 Office furniture & equipment 1 13 Leasehold improvements 24 78 Total accumulated depreciation 416 484 Depreciated cost $ 648 $ 685 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other liabilities | December 31, 2019 2018 Vacation, convalescence and bonus accruals $ 318 $ 211 Employees and payroll related 261 158 Short term operating lease liabilities 123 - Accrued expenses and other 1,195 575 $ 1,897 $ 944 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of non-current liability measured at fair value | Year ended December 31, 2019 2018 Balance at January 1 $ 192 $ 344 Exchange differences arising from translation to presentation currency 6 (20 ) Changes in values of warrants exercisable into shares liability 51 (132 ) Fair value of warrants at exercise date (249 ) - Balance at December 31 $ - $ 192 |
Schedule of fair value of warrants granted using the OPM pricing model | Dividend yield - Expected yearly volatility 75.8 % Annual risk-free interest 2.74 % Expected life 1 month |
Reverse Merger with Bioblast _2
Reverse Merger with Bioblast Pharma Ltd (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes To Financial Statements [Abstract] | |
Schedule of estimated fair value of the assets and liabilities | Cash and cash equivalents $ 44 Prepaid expenses and other receivables 632 Cash held with respect to CVR Agreement 1,500 Receivables for the sale of Trehalose 2,000 Trade payables (10 ) Due to CVR Holders (3,500 ) Other current liabilities (22 ) $ 644 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of operating lease related activities | December 31, 2019 The components of lease expense were as follows: Operating leases expenses $ 192 Supplemental consolidated cash flow information related to operating leases follows: Cash used in operating activities $ 188 Non-cash activity: $ 141 Supplemental information related to operating leases, including location of amounts reported in the accompanying consolidated balance sheets, follows: Other assets - Right-of-Use assets $ 501 Accumulated amortization 91 Operating lease Right-of-Use assets, net $ 410 Accounts payable and accrued liabilities $ 123 Other long-term liabilities 298 Total operating lease liabilities $ 421 Weighted average remaining lease term in years 3.33 Weighted average annual discount rate 10.7 % |
Schedule for maturities of operating lease liabilities | 2020 $ 172 2021 157 2022 126 2023 70 Total undiscounted lease liability 525 Less: Imputed interest (104 ) Present value of lease liabilities $ 421 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of share-based compensation expenses related to grants under the Equity Incentive Plan | Year ended December 31, 2019 2018 2017 Research & development $ 607 $ 862 $ 123 General & administrative 203 147 (2 ) Total $ 810 $ 1,009 $ 121 |
Schedule of exercise prices and remaining contractual life | Exercise Price Number of Options Outstanding Average Remaining Contractual Life (in years) Intrinsic Value of Options Outstanding No. of options exercisable $ 2.69 723,922 5.27 $ 4,130 719,695 $ 6.22 714,201 8.04 $ 1,547 359,135 $ 8.19 150,000 9.57 $ 30 - $ 10.12 13,398 8.93 $ - 4,091 $ 12.21 2,421 9.25 $ - - $ 21.4 5,600 9.57 $ - - $ 90.16 15,500 1.69 $ - 15,500 1,625,042 $ 5,707 1,098,691 |
Employee Stock Option [Member] | |
Schedule of fair value of stock option weighted-average assumptions | Year ended December 31, 2019 2018 2017 Weighted Average Risk-free interest rate 1.67 % 2.88 % 2.25 % Dividend yield - - - Weighted Average Volatility factor 73.71 % 74.91 % 73.31 % Weighted Average Expected life of the options 5 6 6 |
Summary of changes in nonvested shares granted | For the year ended December 31, 2019 2018 2017 Number of options Weighted average exercise Number of options Weighted average exercise Number of options Weighted average exercise Balance at beginning of the year 625,361 $ 5.58 730,958 $ 5.37 310,058 $ 2.69 Granted 158,021 $ 8.72 271,355 $ 5.78 590,839 $ 5.78 Vested during the year (229,231 ) $ 5.01 (217,733 ) $ 4.75 (102,724 ) $ 2.69 Forfeited during the year (128,256 ) $ 5.24 (159,219 ) $ 5.16 (67,215 ) $ 2.69 Balance at end of the year 425,895 $ 7.21 625,361 $ 5.58 730,958 $ 5.37 |
Schedule of options granted to employees and directors under the existing stock-option plans | For the year ended December 31, 2019 2018 2017 Number of options Weighted average exercise Number of options Weighted average exercise Number of options Weighted average exercise Outstanding at beginning of the year 1,083,022 $ 4.79 974,271 $ 4.54 453,972 $ 2.69 Granted 158,021 $ 8.72 271,355 $ 5.78 590,839 $ 5.78 Forfeited and expired (128,256 ) $ 5.24 (162,543 ) $ 4.96 (70,540 ) $ 2.69 Exercised (2,360 ) $ 3.77 (61 ) $ 2.69 - $ - Pre-merger Bioblast options 15,500 $ 90.17 - $ - - $ - Outstanding at end of the year 1,125,927 $ 6.47 1,083,022 $ 4.79 974,271 $ 4.54 Exercisable at end of the year 700,032 $ 3.92 457,661 $ 3.72 243,313 $ 2.69 |
Consultants stock options [Member] | |
Schedule of fair value of stock option weighted-average assumptions | Year ended December 31, 2019 2018 2017 Weighted Average Risk-free interest rate - 2.55 % 2.25 % Dividend yield - - - Weighted Average Volatility factor - 75.23 % 73.31 % Weighted Average Expected life of the options - 6 6 |
Summary of changes in nonvested shares granted | For the year ended December 31, 2019 2018 2017 Number of options Weighted average exercise Number of options Weighted average exercise Number of options Weighted average exercise Balance at beginning of the year 149,475 $ 6.19 154,921 $ 6.20 - $ - Granted - $ - 33,889 $ 6.40 285,569 $ 4.54 Vested during the year (49,019 ) $ 6.17 (39,335 ) $ 6.20 (130,648 ) $ 2.69 Forfeited during the year - $ - - $ - - $ - Balance at end of the year 100,456 $ 6.27 149,475 $ 6.19 154,921 $ 6.20 |
Schedule of options granted to employees and directors under the existing stock-option plans | For the year ended December 31, 2019 2018 2017 Number of options Weighted average exercise Number of options Weighted average exercise Number of options Weighted average exercise Outstanding at beginning of the year 718,396 $ 3.63 684,507 $ 3.51 398,938 $ 2.69 Granted - $ - 33,889 $ 6.40 285,569 $ 4.54 Forfeited and expired - $ - - $ - - $ - Exercised (219,281 ) $ 2.69 - $ - - $ - Outstanding at end of the year 499,115 $ 4.04 718,396 $ 3.63 684,507 $ 3.51 Exercisable at end of the year 398,659 $ 3.35 568,921 $ 2.89 529,586 $ 2.69 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Year ended December 31, 2019 2018 2017 Current tax $ - $ - $ - Deferred tax - - - Provision for income taxes, net $ - $ - $ - |
Schedule of reconciliation of the theoretical tax expenses | Year ended December 31, 2019 2018 2017 Loss before taxes $ 9,384 $ 4,242 $ 2,503 Statutory tax rate 23 % 23 % 24 % Tax benefit 2,158 976 601 Permanent differences (322 ) (237 ) (30 ) Valuation allowance (1,836 ) (739 ) (535 ) Differences in tax rate - - (36 ) Tax expenses $ - $ - $ - |
Schedule of deferred tax liabilities and assets | Year ended December 31, 2019 2018 2017 Tax assets in respect of: $ $ $ Accrued employees' and directors' compensation 136 31 18 Research and development expenses 738 609 379 Net loss carry forward 4,744 2,743 2,242 Total deferred tax assets 5,595 3,383 2,639 Less - valuation allowance (5,595 ) (3,383 ) (2,639 ) Deferred tax assets $ - $ - $ - |
Balances and Transactions wit_2
Balances and Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of key management compensation | December 31, 2019 2018 Key management personnel and directors $ 367 $ 13 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets measured at fair value on a recurring basis | December 31, 2019 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 3,948 $ 3,948 $ - $ - Short term deposits 8,060 8,060 - - Cash held with respect to CVR Agreement 1,500 1,500 - - Restricted cash 76 76 - - Total financial assets $ 13,584 $ 13,584 $ - $ - December 31, 2018 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 9,736 $ 9,736 $ - $ - Short term deposits 40 40 - - Restricted cash 56 56 - - Total financial assets $ 9,832 $ 9,832 $ - $ - Warrants $ 192 $ - $ - $ 192 Total financial liabilities $ 192 $ - $ - $ 192 December 31, 2017 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 9,005 $ 9,005 $ - $ - Restricted cash 27 27 - - Total financial assets $ 9,032 $ 9,032 $ - $ - Warrants $ 344 $ - $ - $ 344 Total financial liabilities $ 344 $ - $ - $ 344 |
Supplementary Financial State_2
Supplementary Financial Statement Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of condensed income statement | a. Research and development expenses – net Year ended December 31, 2019 2018 2017 Payroll and related expenses $ 2,259 $ 1,317 $ 593 Research and development services 2,682 874 298 Materials 454 363 195 Patent-related expenses 120 242 219 Share Based Compensation 607 862 123 Depreciation 198 121 83 Other 486 476 180 6,806 4,255 1,691 Israel Innovation Authority participation in research and development costs and royalties payable (1,082 ) - - $ 5,724 $ 4,255 $ 1,691 b. General and administrative expenses Year ended December 31, 2019 2018 2017 Payroll expenses and management fees $ 569 $ 343 $ 189 Compensation to directors 526 182 176 Professional fees 725 208 70 Office maintenance and office expenses 145 96 16 Insurance 243 11 7 Share Based Compensation 203 147 (2 ) Other 484 57 24 $ 2,895 $ 1,044 $ 480 c. Financial income Year ended December 31, 2019 2018 2017 Interest income $ 238 $ 138 $ 37 Exchange differences, net - 790 - Net change in fair value warrants - 132 - $ 238 $ 1,060 $ 37 d. Financial expenses Year ended December 31, 2019 2018 2017 Issuance expenses related to warrants $ - $ - $ 19 Exchange differences, net 945 - 350 Net change in fair value warrants 51 - - Bank commissions 7 3 1 $ 1,003 $ 3 $ 370 |
General Information (Details)
General Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | ||||
Mar. 26, 2019$ / shares | Feb. 19, 2019USD ($) | Dec. 31, 2019USD ($) | Feb. 19, 2019₪ / shares | Dec. 31, 2018USD ($) | |
General [Line Items] | |||||
Accumulated deficit | $ (25,673) | $ (16,289) | |||
Cash | 7,751 | ||||
Additional cash | $ 22,629 | ||||
Additional milestone payments | $ 17,000 | ||||
CVR Agreement, description | Each CVR represents the right to receive payments based on the Parent’s pre-Merger clinical development programs. CVR holders are entitled to receive 100% of any payments up to $20,000 received by the Company and 50% of any subsequent consideration in excess of such amount, in each case, net of all related transaction expenses. | ||||
Ordinary shares, per shares | $ / shares | $ 0.0484 | ||||
Parent and seelos agreement, description | Under the terms of the agreement between the Parent and Seelos, Seelos paid $1,500 upon closing and paid an additional $2,000 upon the first anniversary of the closing. | ||||
NIS [Member] | |||||
General [Line Items] | |||||
Ordinary shares, per shares | ₪ / shares | ₪ 0.40 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | Dec. 31, 2019 |
Computers [Member] | |
SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Annual depreciation rates | 33.00% |
Office furniture and equipment [Member] | |
SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Annual depreciation rates | 7.00% |
Leasehold improvements [Member] | |
SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Annual depreciation rates | 6.00% |
Laboratory equipment [Member] | Minimum [Member] | |
SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Annual depreciation rates | 15.00% |
Laboratory equipment [Member] | Maximum [Member] | |
SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |
Annual depreciation rates | 33.00% |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basic and diluted (loss) per share: | |||
(Loss) income from continuing operations | $ (9,384) | $ (4,242) | $ (2,503) |
Interest of 6% to Cumulative Preferred Stock | (198) | (659) | (717) |
Total | $ (9,582) | $ (4,901) | $ (3,220) |
Number of common shares at the beginning of the year | 3,509,405 | 3,509,344 | 3,390,733 |
Issuance of shares for cash | $ 518,295 | ||
Issuance of shares in connection with the merger | $ 322,617 | ||
Stock options exercised | 80,073 | 2 | |
Warrants exercised | $ 15,609 | ||
Conversion of Preferred Shares | 4,203,487 | ||
Conversion of convertible notes | 35,192 | ||
Number of shares used in per share computation | 8,649,486 | 3,509,346 | 3,425,925 |
Basic and diluted net income (loss) per share | $ (1.11) | $ (1.40) | $ (0.94) |
Significant Accounting Polici_6
Significant Accounting Policies (Details Textual) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | |
Summary of Significant Accounting Policies (Textual) | |||
Exchange rate for 1 $ = NIS | 3.456 | 3.748 | 3.467 |
Increase (decrease) of the U.S. $ against the NIS | (7.80%) | 8.10% | (9.80%) |
Related to its patents' costs | $ 120 | $ 242 | $ 219 |
Liability of uncertain tax positions related to tax | $ 635 | $ 222 | |
Weighted average number of shares related to outstanding potential shares | shares | 3,247,127 | 8,638,789 | 4,926,621 |
Interest to cummulative preferred stock | 6.00% |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||||
Cash held in banks | $ 937 | $ 1,029 | ||
Bank deposits in U.S.$ (annual average interest rates 1.80% and 1.81%) | 3,011 | 8,707 | ||
Total cash and cash equivalents | 3,948 | 9,736 | $ 9,032 | $ 3,045 |
Cash held with respect to CVR Agreement | 1,500 | |||
Long-term restricted bank deposits | 76 | 56 | ||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 5,524 | $ 9,792 |
Cash, Cash Equivalents and Re_4
Cash, Cash Equivalents and Restricted Cash (Details Textual) | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||
Annual average interest rates | 1.80% | 1.81% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Cost | $ 1,064 | $ 1,169 |
Accumulated depreciation | 416 | 484 |
Depreciated cost | 648 | 685 |
Laboratory equipment [Member] | ||
Cost | 782 | 797 |
Accumulated depreciation | 340 | 331 |
Computers [Member] | ||
Cost | 94 | 86 |
Accumulated depreciation | 51 | 62 |
Office furniture & equipment [Member] | ||
Cost | 36 | 58 |
Accumulated depreciation | 1 | 13 |
Leasehold improvements [Member] | ||
Cost | 152 | 228 |
Accumulated depreciation | $ 24 | $ 78 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment (Textual) | |||
Depreciation expenses | $ 206 | $ 121 | $ 83 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Vacation, convalescence and bonus accruals | $ 318 | $ 211 |
Employees and payroll related | 261 | 158 |
Short term operating lease liabilities | 123 | |
Accrued expenses and other | 1,195 | 575 |
Accrued expenses and other liabilities, Total | $ 1,897 | $ 944 |
Warrants (Details)
Warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance | $ 192 | $ 344 |
Exchange differences arising from translation to presentation currency | 6 | (20) |
Changes in values of warrants exercisable into shares liability | 51 | (132) |
Fair value of warrants at issuance date | (249) | |
Balance | $ 192 |
Warrants (Details 1)
Warrants (Details 1) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Dividend yield | |
Expected yearly volatility | 75.80% |
Annual risk-free interest | 2.74% |
Expected life | 1 month |
Warrants (Details Textual)
Warrants (Details Textual) - Warrant [Member] | 1 Months Ended |
Sep. 17, 2017shares | |
Warrants (Textual) | |
Warrant issued | 48,232 |
Warrant term | 7 years |
Warrants exercised | 48,232 |
Ordinary shares | 20,348 |
Reverse Merger with Bioblast _3
Reverse Merger with Bioblast Pharma Ltd (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Notes To Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 44 | |
Prepaid expenses and other receivables | 632 | |
Cash held with respect to CVR Agreement | 1,500 | |
Receivables for the sale of Trehalose | 2,000 | |
Trade payables | (10) | |
Due to CVR Holders | (3,500) | |
Other current liabilities | (22) | |
Total | $ 644 |
Reverse Merger with Bioblast _4
Reverse Merger with Bioblast Pharma Ltd (Details Textual) $ / shares in Units, $ in Thousands | Dec. 31, 2019USD ($)$ / sharesshares |
Reverse Merger with Bioblast Pharma Ltd (Textual) | |
Estimated fair value of the total considerations | $ 5,152 |
Adjusted per the merger agreement | shares | 420,554 |
Share price | $ / shares | $ 12.25 |
Fair value of the net assets | $ 4,508 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
The components of lease expense were as follows: | |
Operating leases expenses | $ 192 |
Supplemental consolidated cash flow information related to operating leases follows: | |
Cash used in operating activities | 188 |
Non-cash activity: | |
Right of use assets obtained in exchange for new operating lease liabilities | 141 |
Supplemental information related to operating leases, including location of amounts reported in the accompanying consolidated balance sheets, follows: | |
Other assets - Right-of-Use assets | 501 |
Accumulated amortization | 91 |
Operating lease Right-of-Use assets, net | 410 |
Accounts payable and accrued liabilities | 123 |
Other long-term liabilities | 298 |
Total operating lease liabilities | $ 421 |
Weighted average remaining lease term in years | 3 years 7 months 28 days |
Weighted average annual discount rate | 10.70% |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 172 |
2021 | 157 |
2022 | 126 |
2023 | 70 |
Total undiscounted lease liability | 525 |
Less: Imputed interest | (104) |
Present value of lease liabilities | $ 421 |
Leases (Details Textual)
Leases (Details Textual) $ in Thousands | Dec. 31, 2019USD ($) |
Lease (Textual) | |
Operating lease remaining term | 3 years 7 months 28 days |
ROU assets and of lease liabilities | $ 399 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details Textual) ₪ in Thousands, $ in Thousands | Sep. 07, 2018 | Dec. 31, 2019USD ($) | Apr. 16, 2019USD ($) | Apr. 16, 2019ILS (₪) |
Commitments and contingent liabilities (Textual) | ||||
Percentage of grants | 100.00% | |||
Aggregate contingent obligation | $ 5,197 | |||
New grant application, description | A new grant application to the Israel Innovation Authority for funding of its clinical development program of prevention of cytokine storms and organ dysfunction associated with sepsis. On April 16, 2019, the Company’s application for grants at 50% participation of a NIS 7,668 ($2,219) plan to be executed in Israel was approved by the Israel Innovation Authority. The plan was approved for a period commencing January 1, 2019 and ending December 31, 2019. | |||
Agreement, description | Company committed to grant the Executive Chairman a minimum performance bonus of 50% of the Chairman’s base director’s fee retainer for the first two fiscal years after a Public Event. Upon termination of the Chairman’s board service, under certain conditions defined in the agreement, the Executive Chairman will be entitled to receive an amount of up to three times his then annual base retainer plus the value of accrued benefits. As of December 31, 2019, no termination liability was accrued or paid. | |||
Israel Innovation Authority [Member] | ||||
Commitments and contingent liabilities (Textual) | ||||
Application for grants | $ 2,219 | |||
Israel Innovation Authority [Member] | NIS [Member] | ||||
Commitments and contingent liabilities (Textual) | ||||
Application for grants | ₪ | ₪ 7,668 | |||
Minimum [Member] | ||||
Commitments and contingent liabilities (Textual) | ||||
Percentage of royalties in sales | 3.00% | |||
Maximum [Member] | ||||
Commitments and contingent liabilities (Textual) | ||||
Percentage of royalties in sales | 5.00% |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 26, 2019 | Sep. 12, 2018 | Mar. 22, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity (Textual) | |||||
Original issue price per annum | 6.00% | ||||
Ordinary shares | $ 0.0484 | ||||
Unpaid dividends to Convertible Preferred Stock holders | $ 5,479,547 | ||||
Issuance of preferred stock, shares | 45,000,000 | ||||
Additional issuance costs | $ 655 | $ 156 | |||
Conversion of warrants | 20,348 | ||||
Issuance of Common and Preferred Stock in connection with conversion of Convertible Notes and accrued interest | $ 2,070 | ||||
Reverse stock split | The Company effected a 1-for-8 reverse stock split and changed the total number of shares of all classes authorized to be issued to 45,000,000 with a par value of NIS 0.40 per share. | ||||
Outstanding preferred stock | 4,958,705 | ||||
Warrant [Member] | |||||
Equity (Textual) | |||||
Warrants exercisable | 27,016 | ||||
Description of warrants | Bioblast Pharma Ltd. issued 27,016 warrants exercisable at any time following September 22, 2016 and through their expiration date on September 22, 2021, for an exercise price of $180 per Ordinary Share. | ||||
Series C Preferred Stock [Member] | |||||
Equity (Textual) | |||||
Unpaid dividends to Convertible Preferred Stock holders | $ 2,071 | ||||
Issuance of preferred stock, shares | 520,263 | 4,908 | |||
Cash consideration | $ 5,300 | $ 50 | |||
Series A Preferred Stock [Member] | |||||
Equity (Textual) | |||||
Unpaid dividends to Convertible Preferred Stock holders | 2,071 | ||||
Series B Preferred Stock [Member] | |||||
Equity (Textual) | |||||
Unpaid dividends to Convertible Preferred Stock holders | $ 2,071 | ||||
Private Investors [Member] | |||||
Equity (Textual) | |||||
Purchase agreements, description | The Company entered into substantially identical securities purchase agreements with certain private investors, pursuant to which the investors purchased an aggregate of 682,631 Ordinary Shares for a purchase price of $12.25 per share, totaling $8,362. |
Share-Based Compensation (Detai
Share-Based Compensation (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employees’ and directors stock options [Member] | |||
Weighted Average Risk-free interest rate | 1.67% | 2.88% | 2.25% |
Dividend yield | |||
Weighted Average Volatility factor | 73.71% | 74.91% | 73.31% |
Weighted Average Expected life of the options | 5 years | 6 years | 6 years |
Consultants stock options [Member] | |||
Weighted Average Risk-free interest rate | 2.55% | 2.25% | |
Dividend yield | |||
Weighted Average Volatility factor | 75.23% | 73.31% | |
Weighted Average Expected life of the options | 6 years | 6 years |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of options, Outstanding at end of the year | 1,625,042 | ||
Number of options, Exercisable at end of the year | 1,098,691 | ||
Aggregate Intrinsic Value Exercisable Vested and expected to vest, December 31, 2017 | $ 5,707 | ||
Consultants’ stock options [Member] | |||
Number of options, Outstanding at beginning of the year | 718,396 | 684,507 | 398,938 |
Number of options, Granted | 33,889 | 285,569 | |
Number of options, Forfeited/Expired | |||
Number of options, Exercised | (219,281) | ||
Number of options, Outstanding at end of the year | 499,115 | 718,396 | 684,507 |
Number of options, Exercisable at end of the year | 398,659 | 568,921 | 529,586 |
Weighted average exercise price, Outstanding at beginning of the year | $ 3.63 | $ 3.51 | $ 2.69 |
Weighted average exercise price, Granted | 6.40 | 4.54 | |
Weighted average exercise price, Forfeited/Expired | |||
Weighted average exercise price, Exercised | 2.69 | ||
Weighted average exercise price, Outstanding at beginning of the year | 4.04 | 3.63 | 3.51 |
Weighted average exercise price, Exercisable at end of the year | $ 3.35 | $ 2.89 | $ 2.69 |
Weighted-Average Remaining Contractual Term (Years) | 1 year 11 months 8 days | ||
Employee Stock Option [Member] | |||
Number of options, Outstanding at beginning of the year | 1,083,023 | 974,271 | 453,973 |
Number of options, Granted | 158,021 | 271,355 | 590,839 |
Number of options, Forfeited/Expired | (128,256) | (162,543) | (70,540) |
Number of options, Exercised | (2,360) | (61) | |
Number of options, Pre-merger Bioblast options | 15,500 | ||
Number of options, Outstanding at end of the year | 1,125,927 | 1,083,023 | 974,271 |
Number of options, Exercisable at end of the year | 700,032 | 457,661 | 243,373 |
Weighted average exercise price, Outstanding at beginning of the year | $ 4.79 | $ 4.54 | $ 2.69 |
Weighted average exercise price, Granted | 8.72 | 5.78 | 5.78 |
Weighted average exercise price, Forfeited/Expired | 5.24 | 4.96 | 2.69 |
Weighted average exercise price, Exercised | 3.77 | 2.69 | |
Weighted average exercise price, Pre-merger Bioblast options | 90.17 | ||
Weighted average exercise price, Outstanding at beginning of the year | 6.47 | 4.79 | 4.54 |
Weighted average exercise price, Exercisable at end of the year | $ 3.92 | $ 3.72 | $ 2.69 |
Share-Based Compensation (Det_3
Share-Based Compensation (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Stock Option [Member] | |||
Number of options, Balance at beginning of the year | 625,361 | 730,958 | 310,058 |
Number of options, Granted | 158,021 | 271,355 | 590,839 |
Number of options, Vested during the year | (229,231) | (217,733) | (102,724) |
Number of options, Forfeited during the year | (128,256) | (159,219) | (67,215) |
Number of options, Balance at end of the year | 425,895 | 625,361 | 730,958 |
Weighted average exercise price, Balance at beginning of the year | $ 5.58 | $ 5.37 | $ 2.69 |
Weighted average exercise price, Granted | 8.72 | 5.78 | 5.78 |
Weighted average exercise price, Vested during the year | 5.01 | 4.75 | 2.69 |
Weighted average exercise price, Forfeited during the year | 5.24 | 5.16 | 2.69 |
Weighted average exercise price, Balance at end of the year | $ 7.21 | $ 5.58 | $ 5.37 |
Consultants’ stock options [Member] | |||
Number of options, Balance at beginning of the year | 149,475 | 154,921 | |
Number of options, Granted | 33,889 | 285,569 | |
Number of options, Vested during the year | (49,019) | (39,335) | (130,649) |
Number of options, Forfeited during the year | |||
Number of options, Balance at end of the year | 100,456 | 149,475 | 154,921 |
Weighted average exercise price, Balance at beginning of the year | $ 6.19 | $ 6.20 | |
Weighted average exercise price, Granted | 6.40 | 4.54 | |
Weighted average exercise price, Vested during the year | 6.17 | 6.20 | 2.69 |
Weighted average exercise price, Forfeited during the year | |||
Weighted average exercise price, Balance at end of the year | $ 6.27 | $ 6.19 | $ 6.20 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details 3) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Number of options outstanding | 1,625,042 |
Intrinsic Value of Options Outstanding | $ | $ 5,707 |
No. of options exercisable | 1,098,691 |
Exercise Price One [Member] | Option [Member] | |
Exercise price | $ / shares | $ 2.69 |
Number of options outstanding | 723,922 |
Average Remaining contractual Life (in years) | 5 years 3 months 8 days |
Intrinsic Value of Options Outstanding | $ | $ 4,130 |
No. of options exercisable | 719,695 |
Exercise Price Two [Member] | Option [Member] | |
Exercise price | $ / shares | $ 6.22 |
Number of options outstanding | 714,201 |
Average Remaining contractual Life (in years) | 8 years 15 days |
Intrinsic Value of Options Outstanding | $ | $ 1,547 |
No. of options exercisable | 359,135 |
Exercise Price Three [Member] | Option [Member] | |
Exercise price | $ / shares | $ 8.19 |
Number of options outstanding | 150,000 |
Average Remaining contractual Life (in years) | 9 years 6 months 25 days |
Intrinsic Value of Options Outstanding | $ | $ 30 |
No. of options exercisable | |
Exercise Price Four [Member] | Option [Member] | |
Exercise price | $ / shares | $ 10.12 |
Number of options outstanding | 13,398 |
Average Remaining contractual Life (in years) | 8 years 11 months 4 days |
Intrinsic Value of Options Outstanding | $ | |
No. of options exercisable | 4,091 |
Exercise Price Five [Member] | Option [Member] | |
Exercise price | $ / shares | $ 12.21 |
Number of options outstanding | 2,421 |
Average Remaining contractual Life (in years) | 9 years 2 months 30 days |
Intrinsic Value of Options Outstanding | $ | |
No. of options exercisable | |
Exercise Price Six [Member] | Option [Member] | |
Exercise price | $ / shares | $ 21.4 |
Number of options outstanding | 5,600 |
Average Remaining contractual Life (in years) | 9 years 6 months 25 days |
Intrinsic Value of Options Outstanding | $ | |
No. of options exercisable | |
Exercise Price Seven [Member] | Option [Member] | |
Exercise price | $ / shares | $ 90.16 |
Number of options outstanding | 15,500 |
Average Remaining contractual Life (in years) | 1 year 8 months 9 days |
Intrinsic Value of Options Outstanding | $ | |
No. of options exercisable | 15,500 |
Share-Based Compensation (Det_5
Share-Based Compensation (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation | $ 810 | $ 1,009 | $ 121 |
Research & development [Member] | |||
Share-based Compensation | 607 | 862 | 123 |
General & administrative [Member] | |||
Share-based Compensation | $ 203 | $ 147 | $ (2) |
Share-Based Compensation (Det_6
Share-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 26, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-Based Compensation (Textual) | ||||
Authorized shares issuance to its employees, director and consultants | 45,000,000 | |||
Weighted-average fair value at grant date of the options granted | $ 5.29 | $ 5.78 | $ 0.207 | |
The total intrinsic value of options granted and options exercised | $ 1,262 | |||
Employee Stock Option [Member] | ||||
Share-Based Compensation (Textual) | ||||
Total unrecognized estimated compensation cost | $ 934 | |||
Weighted average period | 1 year 11 months 12 days | |||
Consultants' stock options [Member] | ||||
Share-Based Compensation (Textual) | ||||
Total unrecognized estimated compensation cost | $ 315 | |||
Weighted average period | 1 year 11 months 8 days | |||
2013 Equity Incentive Plan [Member] | ||||
Share-Based Compensation (Textual) | ||||
Ordinary Shares outstanding | 15,500 | |||
2019 Equity Incentive Plan [Member] | ||||
Share-Based Compensation (Textual) | ||||
Authorized shares issuance to its employees, director and consultants | 2,350,704 | |||
Future grant share | 490,749 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Current tax | |||
Deferred tax | |||
Provision for income taxes, net |
Taxes on Income (Details 1)
Taxes on Income (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Loss before taxes | $ 9,384 | $ 4,242 | $ 2,503 |
Statutory tax rate | 23.00% | 23.00% | 24.00% |
Tax benefit | $ 2,158 | $ 976 | $ 601 |
Permanent differences | (322) | (237) | (30) |
Valuation allowance | (1,836) | (739) | (535) |
Differences in tax rate | (36) | ||
Tax expenses |
Taxes on Income (Details 2)
Taxes on Income (Details 2) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Tax assets in respect of: | |||
Accrued employees' and directors' compensation | $ 136 | $ 31 | $ 18 |
Research and development expenses | 738 | 609 | 379 |
Net loss carry forward | 4,744 | 2,743 | 2,242 |
Total deferred tax assets | 5,595 | 3,383 | 2,639 |
Less - valuation allowance | (5,595) | (3,383) | (2,639) |
Deferred tax assets |
Taxes on Income (Details Textua
Taxes on Income (Details Textual) - USD ($) $ in Thousands | Jan. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Taxes on Income (Textual) | |||
Israeli corporate tax rate | 23.00% | 24.00% | |
Carry-forwards losses | $ 42,426 | ||
Enlivex R&D [Member] | |||
Taxes on Income (Textual) | |||
Carry-forwards losses | 20,343 | ||
Parent [Member] | |||
Taxes on Income (Textual) | |||
Carry-forwards losses | $ 282 |
Balances and Transactions wit_3
Balances and Transactions with Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Key management personnel and directors | $ 367 | $ 13 |
Balances and Transactions wit_4
Balances and Transactions with Related Parties (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Balances and Transactions with Related Parties (Textual) | |||
Related parties transactions, description | (i) the agreed remuneration for work performed in accordance with the agreement until the date of termination; and (ii) in the event that the termination is not due to a breach of the agreement by the executive officer, the Company shall reimburse the executive officer for all documented expenses arising from non-cancellable commitments incurred prior to such termination, and (iii), the balance between the aggregate amount of the remuneration and the advance (as defined below) actually paid to the executive officer, and the amount of $816, in consideration for any expenses incurred by executive officer in preparation for the study. In consideration for the executive officer's fulfilment of his obligations, the Company has agreed to pay a fixed price for each of the activities performed as defined in the agreement. Upon entering the agreement, the Company paid the executive officer a non-refundable advance in the amount of $125. | ||
Research and development expenses | $ 5,724 | $ 4,255 | $ 1,691 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | $ 3,948 | $ 9,736 | $ 9,005 |
Short term deposits | 8,060 | 40 | |
Cash held with respect to CVR Agreement | 1,500 | ||
Restricted cash | 76 | 56 | 27 |
Total financial assets | 13,584 | 9,832 | 9,032 |
Warrants | 192 | 344 | |
Total financial liabilities | 192 | 344 | |
Level 1 [Member] | |||
Cash and cash equivalents | 3,948 | 9,736 | 9,005 |
Short term deposits | 8,060 | 40 | |
Cash held with respect to CVR Agreement | 1,500 | ||
Restricted cash | 76 | 56 | 27 |
Total financial assets | 13,584 | 9,832 | 9,032 |
Warrants | |||
Total financial liabilities | |||
Level 2 [Member] | |||
Cash and cash equivalents | |||
Short term deposits | |||
Cash held with respect to CVR Agreement | |||
Restricted cash | |||
Total financial assets | |||
Warrants | |||
Total financial liabilities | |||
Level 3 [Member] | |||
Cash and cash equivalents | |||
Short term deposits | |||
Cash held with respect to CVR Agreement | |||
Restricted cash | |||
Total financial assets | |||
Warrants | 192 | 344 | |
Total financial liabilities | $ 192 | $ 344 |
Supplementary Financial State_3
Supplementary Financial Statement Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Research and development expenses - net | |||
Payroll and related expenses | $ 2,259 | $ 1,317 | $ 593 |
Research and development services | 2,682 | 874 | 298 |
Materials | 454 | 363 | 195 |
Patent-related expenses | 120 | 242 | 219 |
Share Based Compensation | 607 | 862 | 123 |
Depreciation | 198 | 121 | 83 |
Other | 486 | 476 | 180 |
Research and development expenses, gross | 6,806 | 4,255 | 1,691 |
Israel Innovation Authority participation in research and development costs and royalties payable | (1,082) | ||
Research and development expenses - net | 5,724 | 4,255 | 1,691 |
General and administrative expenses | |||
Payroll expenses and management fees | 569 | 343 | 189 |
Compensation to directors | 526 | 182 | 176 |
Professional fees | 725 | 208 | 70 |
Office maintenance and office expenses | 145 | 96 | 16 |
Insurance | 243 | 11 | 7 |
Share Based Compensation | 203 | 147 | (2) |
Other | 484 | 57 | 24 |
General and administrative expenses | 2,895 | 1,044 | 480 |
Financial income | |||
Interest income | 238 | 138 | 37 |
Exchange differences, net | 790 | ||
Net change in fair value warrants | 132 | ||
Financial income | 238 | 1,060 | 37 |
Financial expenses | |||
Issuance expenses related to warrants | 19 | ||
Exchange differences, net | 945 | 350 | |
Net change in fair value warrants | 51 | ||
Bank commissions | 7 | 3 | 1 |
Financial expenses | $ 1,003 | $ 3 | $ 370 |
Events Subsequent to the Bala_2
Events Subsequent to the Balance Sheet Date (Details) | 1 Months Ended | |
Mar. 01, 2020 | Feb. 24, 2020 | |
Subsequent Event [Member] | ||
Merger agreement, description | The Company entered into a securities purchase agreement with certain institutional investors in connection with the issuance and sale in a registered direct offering of 2,093,750 Ordinary Shares, and warrants to purchase up to 2,093,750 Ordinary Shares, at a combined purchase price of $8 per share, together with the related warrant to purchase one Ordinary Share. The warrants became exercisable immediately upon issuance at a price of $9 per share and have a term of two years from the issuance date. In settlement of issuance costs to the placement agent, in addition to a cash fee equal to 7% and management fee of 1% of the gross proceeds and $113 for fees and expenses, the Company registered and issued warrants to purchase up to 146,563 Ordinary Shares, which became exercisable immediately upon issuance at a price of $10 per share and have a term of two years from the issuance date. | The Company entered into a securities purchase agreement with certain institutional investors in connection with the issuance and sale in a registered direct offering of 1,000,000 Ordinary Shares at a purchase price of $8.00 per share. In settlement of issuance costs to the placement agent, in addition to a cash fee equal to 7% of the gross proceeds and management fee of 1% of the gross proceeds and $113 for fees and expenses, the Company issued on February 26, 2020 warrants to purchase up to 70,000 Ordinary Shares at an exercise price of $10 per Ordinary Share. These warrants became exercisable immediately upon issuance and have a term of five years. |