Notable Labs (NTBLQ) 6-K 11 May 21 2021 Q1 Current report (foreign) Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2021
Cover [Abstract]
Entity Registrant Name	Vascular Biogenics Ltd.
Entity Central Index Key	0001603207
Document Type	6-K
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

Condensed Interim Statements of

Condensed Interim Statements of Financial Position (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 24,231	$ 13,184
Restricted bank deposits		151
Short-term bank deposits	12,021	17,110
Trade receivables		129
Other current assets	1,156	1,419
Total current assets	37,408	31,993
Non-current assets:
Restricted bank deposits	361	362
Long-term prepaid expenses	219	241
Funds in respect of employee rights upon retirement	330	354
Property, plant and equipment, net	6,547	6,632
Operating lease right-of-use assets	2,212	2,124
Total non-current assets	9,669	9,713
Total assets	47,077	41,706
Current liabilities:
Accounts payable: Trade	1,600	1,960
Accounts payable: Other	3,987	4,275
Deferred revenue	713	725
Current maturity of operating leases liability	438	393
Current maturity of finance lease liability		106
Total current liabilities	6,738	7,459
Non-current liabilities:
Liability for employee rights upon retirement	442	474
Deferred revenue	528	704
Operating lease liability	1,974	2,029
Other non-current liability	143	123
Total non-current liabilities	3,087	3,330
Total liabilities	9,825	10,789
Ordinary shares subject to possible redemption, 615,366 shares at redemption value (see note 4b)	1,598
Shareholders' equity:
Ordinary shares, NIS 0.01 par value; Authorized as of March 31, 2021 and December 31, 2020, 150,000,000 shares; issued and outstanding as of March 31, 2021 and December 31, 2020 54,519,369 and 48,187,463 shares, respectively (excluding 615,366 and -0- shares subject to possible redemption, as of March 31, 2021 and December 31, 2020, respectively)	127	108
Additional paid in capital	265,407	252,561
Warrants	8,556	10,401
Accumulated deficit	(238,436)	(232,153)
Total equity	35,654	30,917
Total liabilities, ordinary shares subject to possible redemption and shareholders' equity	$ 47,077	$ 41,706

Condensed Interim Statements _2

Condensed Interim Statements of Financial Position (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Ordinary shares, shares authorized	150,000,000	150,000,000
Ordinary shares, shares issued	53,849,369	48,187,463
Ordinary shares, shares outstanding	53,849,369	48,187,463
NIS [Member]
Ordinary shares, par value	$ 0.01	$ 0.01

Condensed Interim Statements _3

Condensed Interim Statements of Net Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenues	$ 185	$ 366
Cost of revenues	(90)	(145)
Gross profit	95	221
Research and development expenses, net	4,769	4,509
General and administrative expenses	1,673	1,339
Operating loss	6,347	5,627
Financial income	(84)	(290)
Interest expense	20	15
Financial (income), net	(64)	(275)
Net loss and comprehensive loss	$ 6,283	$ 5,352
Loss per share (see note 3)
Basic and diluted	$ 0.12	$ 0.15
Weighted average shares outstanding
Basic and diluted	52,113,675	36,103,500

Condensed Interim Statements _4

Condensed Interim Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Ordinary Shares [Member]	Additional Paid in Capital [Member]	Warrants [Member]	Accumulated Deficit [Member]	Total	Ordinary Shares Subject to Possible Redemption [Member]
Balance at beginning at Dec. 31, 2019	$ 73	$ 235,974	$ 7,904	$ (207,928)	$ 36,023
Balance at beginning, shares at Dec. 31, 2019	35,882,928
Net loss				(5,352)	(5,352)
Issuance of ordinary shares	$ 2	495			497
Issuance of ordinary shares, shares	483,930
Expired warrants		1,816	(1,816)
Share based compensation		452			452
Balance at end at Mar. 31, 2020	$ 75	238,737	6,088	(213,280)	31,620
Balance at end, shares at Mar. 31, 2020	36,366,858
Balance at beginning at Dec. 31, 2020	$ 108	252,561	10,401	(232,153)	30,917
Balance at beginning, shares at Dec. 31, 2020	48,187,463
Net loss				(6,283)	(6,283)
Issuance of ordinary shares, net of issuance costs	$ 5	3,531			3,536
Issuance of ordinary shares, net of issuance costs, shares	1,470,000
Exercised warrants	$ 14	8,879	(1,845)		7,048
Exercised warrants, shares	4,861,906
Issue of Ordinary shares subject to possible redemption						$ 2
Issue of Ordinary shares subject to possible redemption, shares						615,366
Share based compensation		436			436
Balance at end at Mar. 31, 2021	$ 127	$ 265,407	$ 8,556	$ (238,436)	$ 35,654	$ 2
Balance at end, shares at Mar. 31, 2021	54,519,369					615,366

Statements of Cash Flows

Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (6,283)	$ (5,352)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	296	301
Interest income	4	(39)
Net changes in operating leases	(98)	(77)
Interest expenses on finance lease	(2)	(14)
Exchange losses (gains) on cash and cash equivalents and restricted cash	46	(95)
Changes in accrued liability for employee rights upon retirement	(8)	(3)
Share-based compensation	436	452
Changes in operating assets and liabilities:
Decrease in other current assets and long-term prepaid expenses	285	35
Decrease (increase) in trade receivables	129	(230)
Increase (decrease) in accounts payable: Trade	(360)	(1,038)
Increase (decrease) in accounts payable: Other (including other non-current liability)	(268)	252
Decrease in deferred revenue	(188)	(137)
Net cash used in operating activities	(6,011)	(5,945)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(211)	(11)
Investment in short-term bank deposits		(4,000)
Maturity of short-term bank deposits	5,085	13,000
Net cash provided by investing activities	4,874	8,989
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of ordinary shares, net of issuance costs	3,536	456
Proceeds from issuance of ordinary shares subject to possible redemption	1,598
Exercised warrants	7,048
Finance lease payments	(104)	(94)
Net cash provided by financing activities	12,078	362
INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	10,941	3,406
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	13,697	9,942
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(46)	95
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	24,592	13,443
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:
Right of use assets obtained in exchange for new operating lease liabilities	182	65
Issuance of ordinary shares		41
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH REPORTED IN THE STATEMENT OF FINANCIAL POSITION
Cash and cash equivalents	24,231	12,935
Restricted bank deposits included in current and non-current assets	361	508
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	24,592	13,443
SUPPLEMENTARY DISCLOSURE ON CASH FLOWS
Interest received	25	95
Interest paid	$ (2)	$ (3)

General

General	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General	NOTE 1 – GENERAL Vascular Biogenics Ltd. (the “Company” or VBL) was incorporated on January 27, 2000. The Company is a late-stage clinical biopharmaceutical company focused on the discovery, development and commercialization of first-in-class treatments for cancer and immune/inflammatory indications. VB-111 (ofranergene obadenovec), a Phase 3 drug candidate, is the lead product candidate in the Company’s cancer program. VB-600 series are preclinical stage antibodies targeting MOSPD2 for inflammatory and oncology indications. VB-601 is the lead mAb candidate for various inflammatory indications, which is being advanced towards IND. VB-611 is the lead bi-specific mAb for various solid tumors. VB-201, a Phase 2-ready drug candidate, is the Company’s lead Lecinoxoid-based product candidate for chronic immune-related indications. The Company is engaged in an exclusive license agreement with NanoCarrier Co., Ltd. (hereinafter - “The License Agreement”) for the development, commercialization, and supply of ofranergene obadenovec (“VB-111”) in Japan for all indications. In March 2019, the Company entered into an exclusive option license agreement with an animal health company for the development of VB-201 for veterinary use. Since its inception, the Company has incurred significant losses, and it expects to continue to incur significant expenses and losses for at least the next several years. As of March 31, 2021, the Company had an accumulated deficit of $238.4 million. The Company’s losses may fluctuate significantly from quarter to quarter and year to year, depending on the timing of its clinical trials, the receipt of payments under any future collaboration agreements it may enter into, and its expenditures on other research and development activities. As of March 31, 2021, the Company had cash, cash equivalents, short-term bank deposits and restricted bank deposits of $36.6 million. During April 2021, the Company entered into a purchase agreement of its ordinary shares and pre-funded warrants. Net proceeds from the issuance and sale was approximately $26.4 million. Based on its current cash resources, the company believes it will be sufficient to fund operating expenses and capital expenditure requirements through 2023. The Company may seek to raise more capital to pursue additional activities. The Company may seek these funds through a combination of private and public equity offerings, government grants, strategic collaborations and licensing arrangements. Additional financing may not be available when the Company needs it or may not be available on terms that are favorable to the Company.

Basis of Preparation of the Fin

Basis of Preparation of the Financial Statements	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Preparation of the Financial Statements	NOTE 2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments (of a normal recurring nature) considered necessary for a fair statement of the results for the interim periods presented have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Annual Report on Form 20-F for the year ended December 31, 2020, filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). The comparative balance sheet at December 31, 2020 has been derived from the audited financial statements at that date.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES The accounting policies and calculation methods applied in the preparation of the interim financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2020 and for the year then ended. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share of common stock is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating loss per share. Accretion associated with the ordinary shares subject to possible redemption is excluded from loss per ordinary share. Potentially dilutive securities have been excluded from the Company’s computation of net loss per share as such securities would have been anti-dilutive.

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Shareholders' Equity	NOTE 4 – SHAREHOLDERS’ EQUITY a. On January 14, 2021, the Company entered into an ordinary share purchase agreement (Agreement) of up to $20 million of the Company’s ordinary shares, par value NIS 0.01 per share, with Aspire Capital Fund, LLC. The ordinary shares may be sold from time to time based on the Company’s notice to Aspire Capital over the 30-month term of the purchase Agreement. b. During January and February 2021, the Company issued 6,947,272 ordinary shares out of which (a) 4,861,906 shares issued from exercise of warrants; (b) 1,285,366 shares from the At-The-Market (ATM); and (c) sale of 800,000 shares to Aspire Capital Fund, LLC under the Agreement. The accumulated gross proceeds from the sale of the above shares was approximately $12.3 million. Regarding the ATM sales, the Company failed to file a prospectus supplement specifying details regarding such sales. This may have constituted a‎violation of Section 5 of the Securities Act and may give rise to liability under Section 12 of the Securities Act ‎‎(which generally provides a rescission remedy for offers and sales of securities in violation of Section 5) as well ‎as potential liability under the anti-fraud provisions of federal and state securities laws and state rescission laws.‎ In such event, anyone who acquired such ordinary shares would have a right to rescind the purchase. If all the ‎shareholders who acquired ordinary shares demanded rescission, the maximum that the Company would be obligated to repay ‎would be approximately $3.5 million, plus interest. Out of the approximately $3.5 million of sales, one identified buyer purchased approximately $1.9 million of the company’s ordinary shares. Such identified buyer has agreed to waive any rescission rights and has signed a waiver evidencing such agreement. The Securities Act generally requires that any claim brought ‎for a violation of Section 5 of the Securities Act bebrought within one year of the violation. Additionally, if it is ‎determined that such sales did in fact violate the Securities Act, the Company may become subject to fines and penalties ‎imposed by the SEC and state securities agencies. Based on consultation with the Company's counsel and management assessment, the company did not recognize any provision. The Company analyzed the classification of the ordinary shares. Based on ASC 480-10-S99-3A(f), the Company determined that since the redemption obligation is outside of its control the ordinary shares are considered as ordinary shares subject to possible redemption, $1,598 thousand was classified as temporary equity during the first quarter as ordinary shares subject to possible redemption, as reflected in the balance sheet.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Revenue	NOTE 5 – REVENUE The revenues recognized for the period comprise revenues from the exclusive license agreement for the development, commercialization, and supply of VB-111 in Japan for all indications and from the option to license agreement for the development of VB-201 for animal healthcare worldwide. The revenues are recognized according to ASC 606, “Revenues from Contracts with Customers.” The Company has identified two performance obligations in The License Agreement: (1) Grant of the license and use of its IP; and (2) Company’s participation and consulting assistance services. In addition, there is a potential performance obligation regarding future manufacturing. During the period, the Company recognized revenue in an amount of $0.2 million.

Subsequent Event

Subsequent Event	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Event	NOTE 6 – SUBSEQUENT EVENT: On April 9, 2021 the Company entered into a purchase agreement of (a) 5,150,265 of its ordinary shares to certain investors at a price of $1.90 per ordinary share and (b) pre-funded warrants to purchase 8,050,000 ordinary shares at price of $1.89 per pre-funded warrant with an exercise price of each pre-funded warrant equal to $0.01 per share. In addition, the underwriters exercised an option and purchased 1,751,525 additional ordinary shares. Net proceeds from the issuance and sale of 6,901,790 ordinary shares and 8,050,000 pre-funded warrants was approximately $26.4 million, after deducting the underwriting discounts and commissions and the estimated offering expenses.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Net Loss Per Share	Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share of common stock is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating loss per share. Accretion associated with the ordinary shares subject to possible redemption is excluded from loss per ordinary share. Potentially dilutive securities have been excluded from the Company’s computation of net loss per share as such securities would have been anti-dilutive.

General (Details Narrative)

General (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Apr. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Accumulated deficit		$ (238,436)	$ (232,153)
Cash, cash equivalents, short-term bank deposits and restricted cash		$ 36,600
Subsequent Event [Member]
Net proceeds from the issuance shares and pre-funded warrants	$ 26,400

Shareholder's Equity (Details N

Shareholder's Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jan. 14, 2021	Feb. 28, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Ordinary shares issued, value				$ 497
Ordinary shares issued, shares		6,947,272
Gross proceeds from sale of ordinary shares		$ 12,300	$ 1,598
Repayment of ordinary shares with interest		3,500
Redeemable securities			$ 1,598
Identified Buyer [Member]
Repayment of ordinary shares with interest		$ 1,900
Aspire Capital Fund, LLC [Member]
Ordinary shares issued, shares		800,000
At-The-Market [Member]
Ordinary shares issued, shares		1,285,366
Warrants [Member]
Ordinary shares issued, value
Ordinary shares issued, shares		4,861,906
NIS [Member]
Ordinary shares, par value			$ 0.01		$ 0.01
Share Purchase Agreement [Member]
Ordinary shares issued, value	$ 20,000
Share Purchase Agreement [Member] | NIS [Member]
Ordinary shares, par value	$ 0.01

Revenue (Details Narrative)

Revenue (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)
License Agreement [Member]
Revenue recognized	$ 200

Subsequent Event (Details Narra

Subsequent Event (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Apr. 09, 2021	Feb. 28, 2021	Mar. 31, 2021	Mar. 31, 2020
Ordinary shares issued, shares		6,947,272
Gross proceeds from sale of ordinary shares		$ 12,300	$ 1,598
Ordinary Shares [Member]
Ordinary shares issued, shares				483,930
Subsequent Event [Member] | Purchase Agreement [Member]
Ordinary shares issued, shares	6,901,790
Gross proceeds from sale of ordinary shares	$ 26,400
Subsequent Event [Member] | Purchase Agreement [Member] | Pre-funded Warrants [Member]
Warrants to purchase of ordinary shares	8,050,000
Warrants price per share	$ 1.89
Subsequent Event [Member] | Purchase Agreement [Member] | Ordinary Shares [Member]
Ordinary shares, par value	$ 0.01
Subsequent Event [Member] | Purchase Agreement [Member] | Investors [Member]
Ordinary shares issued, shares	5,150,265
Share price	$ 1.90
Subsequent Event [Member] | Purchase Agreement [Member] | Option [Member] | Underwriters [Member]
Ordinary shares issued, shares	1,751,525