Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36581 | |
Entity Registrant Name | Vascular Biogenics Ltd. | |
Entity Central Index Key | 0001603207 | |
Entity Incorporation, State or Country Code | L3 | |
Entity Address, Address Line One | 8 HaSatat St. | |
Entity Address, City or Town | Modi’in | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 7178106 | |
City Area Code | +972 | |
Local Phone Number | 8-9935000 | |
Title of 12(b) Security | Ordinary Shares, par value NIS 0.01 per share | |
Trading Symbol | VBLT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 77,640,467 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 24,264 | $ 17,665 |
Restricted Cash | 360 | |
Short-term bank deposits | 3,054 | |
Other current assets | 284 | 1,070 |
Total current assets | 24,548 | 22,149 |
Non-current assets: | ||
Funds in respect of employee rights upon retirement | 98 | 368 |
Property, plant and equipment, net | 6,601 | |
Operating lease right-of-use assets | 541 | |
Total non-current assets | 98 | 7,510 |
Total assets | 24,646 | 29,659 |
Accounts payable and accruals: | ||
Accounts payable | 718 | 808 |
Accrued expenses | 3,042 | 2,925 |
Other current liabilities | 1,541 | 2,434 |
Current maturity of operating leases liability | 564 | |
Total current liabilities | 5,301 | 6,731 |
Non-current liabilities: | ||
Liability for employee rights upon retirement | 108 | 477 |
Total non-current liabilities | 108 | 477 |
Total liabilities | 5,409 | 7,208 |
Shareholders’ equity: | ||
Ordinary shares, NIS 0.01 par value; 200,000,000 Authorized as of June 30, 2023 and December 31, 2022; 70,500,117 and 69,750,117 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. | 175 | 174 |
Additional paid in capital | 316,952 | 316,654 |
Accumulated deficit | (297,890) | (294,377) |
Total equity | 19,237 | 22,451 |
Total liabilities and equity | $ 24,646 | $ 29,659 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - ₪ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | ₪ 0.01 | ₪ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 70,500,117 | 69,750,117 |
Common stock, shares outstanding | 70,500,117 | 69,750,117 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenues | $ 64 | $ 177 | ||
Cost of revenues | (34) | (2) | (89) | |
Gross profit (loss) | 30 | (2) | 88 | |
Research and development expenses, net | (1,546) | 6,721 | (1,490) | 14,181 |
General and administrative expenses | 1,873 | 2,923 | 5,112 | 6,085 |
Impairment loss of plant, property and equipment | 349 | 349 | ||
Capital (gain) loss | 187 | (423) | ||
Operating loss | 863 | 9,614 | 3,550 | 20,178 |
Financial income | (205) | (67) | (351) | |
Financial expenses | 11 | 25 | 30 | 35 |
Financial loss (income), net | 11 | (180) | (37) | (316) |
Net loss and comprehensive loss | $ 874 | $ 9,434 | $ 3,513 | $ 19,862 |
Loss per ordinary share | ||||
Basic | $ 0.01 | $ 0.12 | $ 0.04 | $ 0.26 |
Diluted | $ 0.01 | $ 0.12 | $ 0.04 | $ 0.26 |
Weighted average ordinary shares outstanding | ||||
Basic | 78,393,524 | 77,398,939 | 78,098,460 | 77,392,922 |
Diluted | 78,393,524 | 77,398,939 | 78,098,460 | 77,392,922 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Common Stock [Member] Common Stock Subject to Mandatory Redemption [Member] | Additional Paid-in Capital [Member] | Warrant [Member] | Retained Earnings [Member] | Total | |
Balance at Dec. 31, 2021 | $ 171 | $ 1,598 | $ 309,355 | $ 3,127 | $ (262,073) | $ 50,580 | |
Balance, shares at Dec. 31, 2021 | 68,711,584 | 615,366 | |||||
Net loss | (19,862) | (19,862) | |||||
Expired warrants | 3,127 | (3,127) | |||||
Share based compensation to employees | [1] | 2,058 | 2,058 | ||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 21,989 | ||||||
Reclassification of redemption shares into ordinary shares | $ 2 | $ (1,598) | 1,596 | 1,598 | |||
[custom:ReclassificationOfSharesRedemptionSharesIntoOrdinaryShares] | 615,366 | (615,366) | |||||
Balance at Jun. 30, 2022 | $ 173 | 316,136 | (281,935) | 34,374 | |||
Balance, shares at Jun. 30, 2022 | 69,348,939 | ||||||
Balance at Mar. 31, 2022 | $ 173 | 311,999 | 3,127 | (272,501) | 42,798 | ||
Balance, shares at Mar. 31, 2022 | 69,337,312 | ||||||
Net loss | (9,434) | (9,434) | |||||
Expired warrants | 3,127 | (3,127) | |||||
Share based compensation to employees | [2] | 1,010 | 1,010 | ||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 11,627 | ||||||
Balance at Jun. 30, 2022 | $ 173 | 316,136 | (281,935) | 34,374 | |||
Balance, shares at Jun. 30, 2022 | 69,348,939 | ||||||
Balance at Dec. 31, 2022 | $ 174 | 316,654 | (294,377) | 22,451 | |||
Balance, shares at Dec. 31, 2022 | 69,750,117 | ||||||
Net loss | (3,513) | (3,513) | |||||
Share based compensation to employees | 298 | 298 | |||||
Issuance of ordinary shares | $ 1 | 1 | |||||
Issuance of ordinary shares, shares | 750,000 | ||||||
Balance at Jun. 30, 2023 | $ 175 | 316,952 | (297,890) | 19,237 | |||
Balance, shares at Jun. 30, 2023 | 70,500,117 | ||||||
Balance at Mar. 31, 2023 | $ 174 | 316,741 | (297,016) | 19,899 | |||
Balance, shares at Mar. 31, 2023 | 69,750,117 | ||||||
Net loss | (874) | (874) | |||||
Share based compensation to employees | 211 | 211 | |||||
Issuance of ordinary shares | $ 1 | 1 | |||||
Issuance of ordinary shares, shares | 750,000 | ||||||
Balance at Jun. 30, 2023 | $ 175 | $ 316,952 | $ (297,890) | $ 19,237 | |||
Balance, shares at Jun. 30, 2023 | 70,500,117 | ||||||
[1]Less than $1 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,513) | $ (19,862) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 701 | |
Impairment | 349 | |
Interest (income) expense | 54 | (31) |
Net gain on sale of long-term assets | (423) | |
Net changes in operating leases | (266) | |
Exchange losses (gain) on cash and cash equivalents and restricted cash | (2) | 141 |
Changes in accrued liability for employee rights upon retirement | (99) | 27 |
Share-based compensation | 298 | 2,058 |
Changes in operating assets and liabilities: | ||
Decrease in other current assets and long-term prepaid expenses | 786 | 191 |
Increase (decrease) in accounts payable: | ||
Trade | (254) | (995) |
Other (including other non-current liability) | (1,246) | 160 |
Decrease in deferred revenue | (176) | |
Net cash used in operating activities | (4,050) | (18,052) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (843) | |
Proceeds from the sale of long-term assets | 7,286 | |
Investment in short-term bank deposits | (3,000) | |
Maturity of short-term bank deposits | 3,000 | 15,108 |
Net cash provided by investing activities | 10,286 | 11,265 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of ordinary shares | 1 | |
Net cash provided by financing activities | 1 | |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 6,237 | (6,787) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 18,025 | 22,348 |
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 2 | (141) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 24,264 | 15,420 |
SUPPLEMENTARY INFORMATION OF INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: | ||
Purchase of property and equipment in payables | (11) | |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH REPORTED IN THE STATEMENT OF FINANCIAL POSITION | ||
Cash and cash equivalents | 24,264 | 15,060 |
Restricted bank deposits included in non-current assets | 360 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 24,264 | 15,420 |
SUPPLEMENTARY DISCLOSURE ON CASH FLOWS | ||
Reclassification of ordinary shares subject to possible redemption into ordinary shares | 1,598 | |
Interest received | $ 74 | $ 86 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 – GENERAL Vascular Biogenics Ltd. (“VBL” or the “Company”) is a biopharmaceutical company that has historically focused on developing targeted therapies for immune-inflammatory diseases and cancer. VBL’s goal has been to provide differentiated targeted therapeutics to address the underlying cause of diseases where treatment options are limited. VBL’s sole product candidate, VB-601, is a targeted antibody for immune-inflammatory applications that has shown disease-modifying activity across multiple preclinical models including multiple sclerosis, rheumatoid arthritis, non-alcoholic steatohepatitis (“NASH”) and inflammatory bowel disease. VB-601 was developed using VBL’s monocyte targeting technology (“MTT”) and is designed to specifically inhibit monocyte migration. VBL plans to monetize this asset prior to or concurrent with the Merger rather than pursue further clinical development internally. On June 30, 2023, VBL entered into a non-binding term sheet, as amended, for the proposed sale of the VB-601 Asset . In May 2023, VBL received an additional € 1.4 1.5 Proposed Merger with Notable Labs, Inc. On February 22, 2023, VBL entered into a Merger Agreement (the “Merger Agreement”) with Notable Labs, Inc., a Delaware corporation (“Notable”), and Vibrant Merger Sub, Inc., a Delaware corporation and VBL’s direct, wholly-owned subsidiary, pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Notable will be merged with and into Merger Sub at the effective time (“Effective Time”), with Notable continuing after the merger as the surviving corporation and VBL’s wholly-owned subsidiary (such transaction, the “Merger”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. At the Effective Time, each outstanding share of Notable capital stock will be converted into the right to receive VBL ordinary shares, as set forth in the Merger Agreement. Under the exchange ratio formula in the Merger Agreement, immediately following the Effective Time, the former Notable securityholders are expected to own approximately 76 24 The Merger Agreement contains a customary “no-shop” provision under which neither VBL nor Notable is permitted to (i) solicit any alternative acquisition proposals, (ii) furnish any non-public information to any person in connection with or in response to any alternative acquisition proposal, (iii) engage in any negotiations or discussions with any person with respect to any alternative acquisition proposal, (iv) approve, endorse or recommend any alternative acquisition proposal, or (v) execute or enter into any agreement relating to any alternative acquisition proposal. The “no-shop” provision is subject to certain exceptions that permit the board of directors of either party to comply with its fiduciary duties, which, under certain circumstances, would enable VBL or Notable to provide information to, and enter into discussions or negotiations with, third parties in response to any alternative acquisition proposals. The Merger Agreement contains customary representations, warranties and covenants made by Notable and VBL, including representations relating to obtaining the requisite approvals of the securityholders of Notable and VBL, agreements relating to indemnification of directors and officers, and covenants relating to Notable’s and VBL’s conduct of their respective businesses between the date of signing the Merger Agreement and the Effective Time. The Merger Agreement provides each of VBL and Notable with specified termination rights, and further provides that, upon termination of the Merger Agreement under specified circumstances, the terminating party may be required to pay the other party a termination fee of $ 2,500,000 500,000 500,000 The Merger Agreement provides that, immediately following the Effective Time, the board of directors of the combined organization organization VBL’s and Notable’s obligations to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions, including, among others, obtaining the requisite approval of VBL’s shareholders, obtaining the requisite approval of Notable’s stockholders, proceeds of Notable’s pre-closing financing, net of certain specified expenses, not being less than $ 5,000,000 15,000,000 In connection with the execution of the Merger Agreement, VBL and Notable entered into shareholder support agreements with VBL’s current directors and executive officers who currently collectively beneficially own or control an aggregate of approximately 2.5 Although VBL has entered into the Merger Agreement and intends to consummate the proposed Merger, there is no assurance that VBL will be able to successfully consummate the proposed Merger on a timely basis, or at all. If, for any reason, the proposed Merger is not completed, VBL will reconsider its strategic alternatives and could pursue other courses of action. Asset Sale- Modi’in Facility On February 15, 2023, VBL entered into a purchase agreement providing for the sale of VBL’s rights to the Modi’in manufacturing facility, along with certain tangible assets and equipment located therein for $ 7.1 15.0 0.4 Proposed Sale of VB-601 Asset On June 30, 2023, VBL entered into a non-binding term sheet with Wellbeing Group Ltd. (“Wellbeing”) (as amended on July 25, 2023, the “VB-601 Offer”) for the proposed sale of the VB-601 Asset to Wellbeing, or one of its assignees, for total consideration of up to $ 5 The VB-601 Offer consists of a $ 250,000 upfront cash payment to be paid upon closing, up to a total of $ 4.75 million in clinical and commercial milestones, and a low to mid single digit percentage tiered royalty on annual net sales above $ 50 million. The VB-601 Offer includes a 90-day exclusivity period and other reasonable and customary closing conditions for a transaction of this type and nature. Wellbeing intends to form a new company and recruit Prof. Harats, Dr. Feige, and Mr. Backenroth (“Interested Parties”) as investors and partners to manage the company and develop VB-601 due to their historical knowledge of the program. Due to the involvement of the Interested Parties in the entity that will be moving forward with and developing the VB-601 Asset, the transaction is considered a related party transaction, and requires audit committee and board of directors approval and execution of definitive documentation. VBL’s board of directors also resolved that the closing of the VB-601 Asset Sale would be subject to the separate approval of the VBL shareholders at the VBL special meeting. The Interested Parties recused themselves from negotiations between VBL and Wellbeing regarding the VB-601 Offer. The VB-601 Asset Sale would be expected to close immediately prior to or concurrent with the Merger, however, it is not a condition to the closing of the Merger. Nasdaq Listing In August 2022, VBL received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”), notifying VBL that the Company’s listed securities did not maintain the minimum bid price requirement of $ 1.00 1.00 0.10 1.00 0.10 As of June 30, 2023, VBL wrote-off all remaining fixed assets and related accumulated depreciation and recorded an impairment loss of $ 0.3 Since inception, VBL has incurred significant losses, and it expects to continue to incur significant expenses and losses for at least the next several years. As of June 30, 2023, VBL had an accumulated deficit of $ 297.9 24.3 If VBL is unable to raise additional funds through equity or debt financings or through strategic alliances when needed or conclude any strategic transaction for its assets to maximize shareholder value, it may be required to delay, limit, reduce or terminate its product development efforts or cease operations altogether. Failure to obtain additional financing will have a material, adverse impact on the Company’s business operations and there can be no assurance that VBL will be able to obtain the needed financing to achieve its goals on acceptable terms or at all. |
BASIS OF PREPARATION OF THE FIN
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS | 6 Months Ended |
Jun. 30, 2023 | |
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 consolidated financial statements of VBL 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 the 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. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, VBL Inc. (U.S.-based subsidiary). These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2022, filed by VBL with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2023. The comparative balance sheet at December 31, 2022 has been derived from the audited financial statements at that date. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES The accounting policies and calculation methods applied in the preparation of the condensed consolidated interim financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2022 and for the year then ended. Net Loss Per Share VBL complies with accounting and disclosure requirements of FASB Accounting Standards Codification (“ASC”) Topic 260, “ Earnings Per Share.” (including fully vested pre-funded warrants Potentially dilutive securities have been excluded from VBL’s computation of net loss per share as such securities would have been anti-dilutive. There were 5,334,440 10,459,480 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 4 – SHAREHOLDERS’ EQUITY a. Ordinary Shares The Company has 200 0.01 b. Pre-funded Warrants In April 2021, the Company issued 8,050,000 1.89 0.01 none c . Restricted Stock Units During the six months ended June 30, 2023, 750,000 0.01 |
CONTINGENT LIABILITIES
CONTINGENT LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENT LIABILITIES | NOTE 5 – CONTINGENT LIABILITIES The Company is committed to pay royalties to the Government of Israel (the “Government”) on proceeds from sales of products in the research and development of which the Government participates by way of grants. At the time the grants were received, successful development of the related project was not assumed. In the case of failure of the project that was partly financed by the Government, the Company is not obligated to pay any such royalties. As the Company does not foresee any revenue from these projects, it believes it is no longer obligated to pay additional royalties, except for a potential repayment of support for assets that are monetized. Under the terms of the Company’s funding from the Government, royalties of 3 3.5 100 29.4 38.4 1.1 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS On July 28, 2023, 7,400,000 pre-funded warrants were exercised via cashless exercise resulting in the issuance of 7,140,350 ordinary shares. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Net Loss Per Share | Net Loss Per Share VBL complies with accounting and disclosure requirements of FASB Accounting Standards Codification (“ASC”) Topic 260, “ Earnings Per Share.” (including fully vested pre-funded warrants Potentially dilutive securities have been excluded from VBL’s computation of net loss per share as such securities would have been anti-dilutive. There were 5,334,440 10,459,480 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) $ / shares in Units, € in Millions | 1 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 USD ($) | Feb. 15, 2023 USD ($) | May 31, 2023 USD ($) | May 31, 2023 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Aug. 31, 2022 $ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Proceeds from grant | $ 1,500,000 | € 1.4 | ||||||
Specified expenses | $ 5,000,000 | |||||||
Net of cash acquired | $ 15,000,000 | |||||||
Beneficially ownship percentage | 2.50% | 2.50% | ||||||
Gain on sale of other fixed assets | $ 400,000 | |||||||
Impairment loss | 349,000 | |||||||
Accumulated deficit | $ 297,890,000 | 297,890,000 | $ 294,377,000 | |||||
Cash, cash equivalents, and short-term investments | 24,300,000 | 24,300,000 | ||||||
Nasdaq Stock Market LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Minimum bid price, per share | $ / shares | $ 1 | |||||||
Closing bid price, per share | $ / shares | 1 | |||||||
Trading price, per share | $ / shares | $ 0.10 | |||||||
Wellbeing [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Sale of productive assets | 50,000,000 | |||||||
Consideration transferred | 5,000,000 | |||||||
Upfront payment | 250,000 | |||||||
Equity interest in acquiree | $ 4,750,000 | |||||||
Merger Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Termination fee | 2,500,000 | |||||||
Out of pocket fees and expense | $ 500,000 | |||||||
Sale of productive assets | $ 15,000,000 | |||||||
Purchase Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Tangible assets and equipment | $ 7,100,000 | |||||||
Security Holder [Member] | Maximum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Ownership percentage | 76% | 76% | ||||||
Security Holder [Member] | Minimum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Ownership percentage | 24% | 24% |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Options And Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,334,440 | 10,459,480 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) | 6 Months Ended | ||
Jun. 30, 2023 ₪ / shares shares | Dec. 31, 2022 ₪ / shares shares | Apr. 30, 2021 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | |
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | ₪ 0.01 | |
Restricted Stock Units (RSUs) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of units vested | 750,000 | ||
Ordinary shares exercise price | ₪ / shares | ₪ 0.01 | ||
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Ordinary shares, shares authorized | 200,000,000 | ||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | ||
Common Stock [Member] | Underwriting Agreement [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Ordinary shares, par value | $ / shares | $ 0.01 | ||
Prefunded Warrants [Member] | Underwriting Agreement [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants to purchase shares | 0 | 8,050,000 | |
Warrants price per share | $ / shares | $ 1.89 |
CONTINGENT LIABILITIES (Details
CONTINGENT LIABILITIES (Details Narrative) - Government of Israel [Member] - Research and Development Arrangement [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Long-Term Purchase Commitment [Line Items] | |
Royalties percent | 100% |
Royalty payable | $ 29.4 |
Royalty payable interest | 38.4 |
Royalties Payment | $ 1.1 |
Hundered Percent Funded Project [Member] | Minimum [Member] | |
Long-Term Purchase Commitment [Line Items] | |
Royalties percent | 3% |
Hundered Percent Funded Project [Member] | Maximum [Member] | |
Long-Term Purchase Commitment [Line Items] | |
Royalties percent | 3.50% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Jul. 28, 2023 shares |
Subsequent Event [Line Items] | |
Stock Issued During Period, Shares, New Issues | 7,140,350 |
Prefunded Warrants [Member] | |
Subsequent Event [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 7,400,000 |