Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
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, Address Line Two | Modi’in |
Entity Address, Postal Zip Code | 7178106 |
City Area Code | +972 |
Local Phone Number | 8-9935000 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1 Blue Hill Plaza |
Entity Address, Address Line Two | Suite 1509 |
Entity Address, Address Line Three | Pearl River |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10965 |
City Area Code | +1-845 |
Local Phone Number | 474-8411 |
Contact Personnel Name | Sam Backenroth |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 24,264 | $ 17,665 | $ 21,986 |
Restricted Cash | 360 | ||
Short-term bank deposits | 3,054 | 31,164 | |
Other current assets | 284 | 1,070 | 1,697 |
Total current assets | 24,548 | 22,149 | 54,847 |
Non-current assets: | |||
Restricted bank deposits | 362 | ||
Long-term prepaid expenses | 182 | ||
Funds in respect of employee rights upon retirement | 98 | 368 | 415 |
Property, plant and equipment, net | 6,601 | 6,847 | |
Operating lease right-of-use assets | 541 | 2,008 | |
Total non-current assets | 98 | 7,510 | 9,814 |
Total assets | 24,646 | 29,659 | 64,661 |
Accounts payable and accruals: | |||
Accrued expenses | 3,042 | 2,925 | 3,611 |
Other current liabilities | 1,541 | 2,434 | |
Accounts payable | 718 | 808 | 4,331 |
Other | 5,359 | 4,408 | |
Deferred revenue | 658 | ||
Current maturity of operating leases liability | 564 | 529 | |
Total current liabilities | 5,301 | 6,731 | 9,926 |
Non-current liabilities: | |||
Liability for employee rights upon retirement | 108 | 477 | 546 |
Operating lease liability | 1,823 | ||
Other non-current liability | 188 | ||
Total non-current liabilities | 108 | 477 | 2,557 |
Commitments (Note 8) | |||
Total liabilities | 5,409 | 7,208 | 12,483 |
Ordinary shares subject to possible redemption, as of December 31, 2022 and December 31, 2021, zero and 615,366 shares, respectively, at redemption value (Note 9) | 1,598 | ||
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 | 171 |
Additional paid in capital | 316,952 | 316,654 | 309,355 |
Warrants | 3,127 | ||
Accumulated deficit | (297,890) | (294,377) | (262,073) |
Total equity | 19,237 | 22,451 | 50,580 |
Total liabilities and equity | $ 24,646 | $ 29,659 | $ 64,661 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - ₪ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Shares subject to possible redemption | 0 | 615,366 | |
Common stock, par value | ₪ 0.01 | ₪ 0.01 | ₪ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 150,000,000 |
Common stock, shares issued | 70,500,117 | 69,750,117 | 68,711,584 |
Common stock, shares outstanding | 70,500,117 | 69,750,117 | 68,711,584 |
Shares subject to possible redemption | 0 | 615,366 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||||
Revenues | $ 64 | $ 177 | $ 658 | $ 768 | ||
Cost of revenues | (34) | (2) | (89) | (104) | (365) | |
Gross profit (loss) | 30 | (2) | 88 | 554 | 403 | |
Research and development expenses, net | (1,546) | 6,721 | (1,490) | 14,181 | 21,653 | 22,695 |
General and administrative expenses | 1,873 | 2,923 | 5,112 | 6,085 | 11,754 | 7,704 |
Impairment loss of plant, property and equipment | 349 | 349 | 349 | |||
Capital (gain) loss | 187 | (423) | ||||
Impairment loss of plant, property and equipment | (423) | |||||
Operating loss | 863 | 9,614 | 3,550 | 20,178 | 32,853 | 29,996 |
Financial income | (205) | (67) | (351) | (634) | (120) | |
Financial expenses | 11 | 25 | 30 | 35 | 85 | 44 |
Financial loss (income), net | 11 | (180) | (37) | (316) | (549) | (76) |
Net loss and comprehensive loss | $ 874 | $ 9,434 | $ 3,513 | $ 19,862 | $ 32,304 | $ 29,920 |
Loss per ordinary share | ||||||
Basic | $ 0.01 | $ 0.12 | $ 0.04 | $ 0.26 | $ 0.42 | $ 0.45 |
Diluted | $ 0.01 | $ 0.12 | $ 0.04 | $ 0.26 | $ 0.42 | $ 0.45 |
Weighted average ordinary shares outstanding | ||||||
Basic | 78,393,524 | 77,398,939 | 78,098,460 | 77,392,922 | 77,554,740 | 66,346,506 |
Diluted | 78,393,524 | 77,398,939 | 78,098,460 | 77,392,922 | 77,554,740 | 66,346,506 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Unaudited) - USD ($) | 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, 2020 | $ 108,000 | $ 252,561,000 | $ 10,401,000 | $ (232,153,000) | $ 30,917,000 | ||
Balance, shares at Dec. 31, 2020 | 48,187,463 | ||||||
Net loss | (29,920,000) | (29,920,000) | |||||
Issuance of ordinary shares | [1] | ||||||
Issuance of ordinary shares, shares | 28,334 | ||||||
Issuance of ordinary shares and warrants, net of issuance costs of $2.2 million | $ 27,000 | 30,925,000 | 30,952,000 | ||||
Issuance of ordinary shares, net of issuance costs of $2.2 million, shares | 8,971,790 | ||||||
Exercised warrants | $ 36,000 | 20,974,000 | (4,347,000) | 16,663,000 | |||
Exercised warrants, shares | 11,523,997 | ||||||
Expired warrants | 2,927,000 | (2,927,000) | |||||
Issuance of ordinary shares subject to possible redemption | $ 1,598,000 | ||||||
Issuance of ordinary shares subject to possible redemption, shares | 615,366 | ||||||
Share-based compensation | 1,968,000 | 1,968,000 | |||||
Balance at Dec. 31, 2021 | $ 171,000 | $ 1,598,000 | 309,355,000 | 3,127,000 | (262,073,000) | 50,580,000 | |
Balance, shares at Dec. 31, 2021 | 68,711,584 | 615,366 | |||||
Net loss | (19,862,000) | (19,862,000) | |||||
Expired warrants | 3,127,000 | (3,127,000) | |||||
Reclassification of redemption shares into ordinary shares | $ 2,000 | $ (1,598,000) | 1,596,000 | 1,598,000 | |||
Reclassification of redemption shares into ordinary shares, shares | 615,366 | (615,366) | |||||
Share based compensation to employees | [2] | 2,058,000 | 2,058,000 | ||||
Share-based compensation to employees and servicve provider, share | 21,989 | ||||||
Balance at Jun. 30, 2022 | $ 173,000 | 316,136,000 | (281,935,000) | 34,374,000 | |||
Balance, shares at Jun. 30, 2022 | 69,348,939 | ||||||
Balance at Dec. 31, 2021 | $ 171,000 | $ 1,598,000 | 309,355,000 | 3,127,000 | (262,073,000) | 50,580,000 | |
Balance, shares at Dec. 31, 2021 | 68,711,584 | 615,366 | |||||
Net loss | (32,304,000) | (32,304,000) | |||||
Issuance of ordinary shares and warrants, net of issuance costs of $2.2 million | 5,000,000 | ||||||
Expired warrants | 3,127,000 | (3,127,000) | |||||
Reclassification of redemption shares into ordinary shares | $ 2,000 | $ (1,598,000) | 1,596,000 | 1,598,000 | |||
Reclassification of redemption shares into ordinary shares, shares | 615,366 | (615,366) | |||||
Share based compensation to employees | 2,555,000 | 2,555,000 | |||||
Share-based compensation to employees and servicve provider, share | 34,258 | ||||||
Employee exercise of stock options | $ 1,000 | 21,000 | $ 22,000 | ||||
Employee erercise of stock options, shares | 388,909 | 388,909 | |||||
Balance at Dec. 31, 2022 | $ 174,000 | 316,654,000 | (294,377,000) | $ 22,451,000 | |||
Balance, shares at Dec. 31, 2022 | 69,750,117 | ||||||
Balance at Mar. 31, 2022 | $ 173,000 | 311,999,000 | 3,127,000 | (272,501,000) | 42,798,000 | ||
Balance, shares at Mar. 31, 2022 | 69,337,312 | ||||||
Net loss | (9,434,000) | (9,434,000) | |||||
Expired warrants | 3,127,000 | (3,127,000) | |||||
Share based compensation to employees | [3] | 1,010,000 | 1,010,000 | ||||
Share-based compensation to employees and servicve provider, share | 11,627 | ||||||
Balance at Jun. 30, 2022 | $ 173,000 | 316,136,000 | (281,935,000) | 34,374,000 | |||
Balance, shares at Jun. 30, 2022 | 69,348,939 | ||||||
Balance at Dec. 31, 2022 | $ 174,000 | 316,654,000 | (294,377,000) | 22,451,000 | |||
Balance, shares at Dec. 31, 2022 | 69,750,117 | ||||||
Net loss | (3,513,000) | (3,513,000) | |||||
Issuance of ordinary shares | $ 1,000 | 1,000 | |||||
Issuance of ordinary shares, shares | 750,000 | ||||||
Issuance of ordinary shares and warrants, net of issuance costs of $2.2 million | 5,000,000 | ||||||
Share based compensation to employees | 298,000 | 298,000 | |||||
Balance at Jun. 30, 2023 | $ 175,000 | 316,952,000 | (297,890,000) | 19,237,000 | |||
Balance, shares at Jun. 30, 2023 | 70,500,117 | ||||||
Balance at Mar. 31, 2023 | $ 174,000 | 316,741,000 | (297,016,000) | 19,899,000 | |||
Balance, shares at Mar. 31, 2023 | 69,750,117 | ||||||
Net loss | (874,000) | (874,000) | |||||
Issuance of ordinary shares | $ 1,000 | 1,000 | |||||
Issuance of ordinary shares, shares | 750,000 | ||||||
Share based compensation to employees | 211,000 | 211,000 | |||||
Balance at Jun. 30, 2023 | $ 175,000 | $ 316,952,000 | $ (297,890,000) | $ 19,237,000 | |||
Balance, shares at Jun. 30, 2023 | 70,500,117 | ||||||
[1]Amount less than $1 thousand[2]Less than $1 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Unaudited) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ 2.2 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (3,513) | $ (19,862) | $ (32,304) | $ (29,920) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 701 | 1,058 | 1,256 | |
Impairment | 349 | 349 | ||
Interest (income) expense | 54 | (31) | 2 | (31) |
Net gain on sale of long-term assets | (423) | |||
Net changes in operating leases | (266) | (321) | 46 | |
Interest expenses on leases | (2) | |||
Exchange losses (gain) on cash and cash equivalents and restricted cash | (2) | 141 | 47 | (15) |
Changes in accrued liability for employee rights upon retirement | (99) | 27 | (22) | 11 |
Share-based compensation | 298 | 2,058 | 2,555 | 1,968 |
Changes in operating assets and liabilities: | ||||
Decrease in other current assets and long-term prepaid expenses | 786 | 191 | 809 | (219) |
Decrease in trade receivables | 129 | |||
Increase (decrease) in accounts payable: | ||||
Trade | (254) | (995) | (3,523) | 2,371 |
Other (including other non-current liability) | (1,246) | 160 | 763 | 193 |
Decrease in deferred revenue | (176) | (658) | (771) | |
Net cash used in operating activities | (4,050) | (18,052) | (31,594) | (24,984) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (843) | (812) | (1,465) | |
Proceeds from the sale of long-term assets | 7,286 | |||
Investment in short-term bank deposits | (3,000) | (3,000) | (51,109) | |
Maturity of short-term bank deposits | 3,000 | 15,108 | 31,108 | 37,085 |
Net cash provided by investing activities | 10,286 | 11,265 | 27,296 | (15,489) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of ordinary shares | 1 | 22 | 33,155 | |
Issuance costs | (2,202) | |||
Proceeds from issuance of ordinary shares subject to possible redemption | 1,598 | |||
Proceeds from exercised warrants | 16,662 | |||
Finance lease payments | (104) | |||
Net cash provided by financing activities | 1 | 22 | 49,109 | |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 6,237 | (6,787) | (4,276) | 8,636 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 18,025 | 22,348 | 22,348 | 13,697 |
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 2 | (141) | (47) | 15 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 24,264 | 15,420 | 18,025 | 22,348 |
SUPPLEMENTARY INFORMATION OF INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: | ||||
Non cash activity - Purchase of property and equipment in payables | 6 | |||
Right of use assets obtained in exchange for new operating lease liabilities | 240 | |||
Purchase of property and equipment in payables | (11) | (11) | ||
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH REPORTED IN THE STATEMENT OF FINANCIAL POSITION | ||||
Cash and cash equivalents | 24,264 | 15,060 | 17,665 | 21,986 |
Restricted cash included in current assets | 360 | |||
Restricted bank deposits included in non-current assets | 360 | 362 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 24,264 | 15,420 | 18,025 | 22,348 |
SUPPLEMENTARY DISCLOSURE ON CASH FLOWS | ||||
Reclassification of ordinary shares subject to possible redemption into ordinary shares | 1,598 | |||
Interest received | 74 | 86 | 225 | 141 |
Interest paid | $ (2) | $ (2) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 | NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES a. General Vascular Biogenics Ltd. (“VBL” or the “Company”) is a biotechnology company developing targeted medicines for immune-inflammatory diseases. VBL’s lead immunology product candidate, VB-601, is a clinic ready targeted antibody for immune-inflammatory applications expected to enter a Phase 1 first-in-human trial, subject to the Company’s ongoing strategic process. On July 19, 2022, VBL announced top-line results from its Phase 3 OVAL clinical trial. The trial did not meet the primary endpoints of achieving a statistically significant improvement in progression-free survival (“PFS”) or overall survival (“OS”) and VBL discontinued the trial. VBL has conducted a strategic review of the ofra-vec program and ceased further development of ofra-vec in all indications. As these results are considered a triggering event, VBL performed an impairment test on all of its assets in the third quarter of 2022. The Company concluded that the value of its manufacturing facility is in excess of its carrying value and therefore is not subject to impairment. Upon evaluation of the remaining assets and liabilities, (i) VBL wrote off all long term prepaids assets, (ii) recorded severance provisions (including additional termination benefits) for the remaining full time employees, (iii) modified the term of the lease right-of- use assets and liabilities due to reassessment of exercise of the renewal option and reduced the remaining period from 4.5 18 In August 2022, VBL announced an organizational streamlining designed to reduce operating expenses and preserve capital. As a result, to date, the Company reduced its workforce by approximately 84 % of its full-time employees, and its board of directors was also reduced from nine to six members. In August 2022, VBL also announced that it was exploring strategic alternatives to enhance shareholder value and engaged Chardan Capital Markets, LLC (“Chardan”) as its exclusive financial advisor to assist in this process. Potential strategic options explored or evaluated as part of the process included, but were not limited to merger, reverse merger, other business combination, sale of assets, licensing, or other strategic transactions. As a result of this process, on February 15, 2023, VBL entered into an Asset Purchase Agreement (the “Purchase Agreement”) providing for the sale of its rights to lease the Modi’in facility along with certain tangible assets and equipment located therein for $ 7.1 million in cash, which sale closed on March 9, 2023. In addition, and on February 22, 2023, VBL entered into an Agreement and Plan of Merger with Notable Labs, Inc. (“Notable”) and a wholly-owned merger subsidiary (the “Merger Agreement”), see more fully described below. On February 22, 2023, VBL entered into Merger Agreement with Notable and Vibrant Merger Sub, Inc., a Delaware corporation and VBL’s direct, wholly-owned subsidiary (“Merger Sub”), 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 (such transaction, the “Merger”) at the effective time of the Merger (the “Effective Time”), with Notable continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of VBL. 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 % of the VBL ordinary shares on a fully diluted basis and subject to adjustment and securityholders of VBL as of immediately prior to the Effective Time are expected to own approximately 24% of the VBL ordinary shares on a fully diluted basis and subject to adjustment. Under certain circumstances further described in the Merger Agreement, the ownership percentages may be adjusted upward or downward based on the level of VBL’s Net Cash at the closing of the Merger, and the terms and net proceeds of Notable’s pre-merger financing. There can be no assurances as to VBL’s level of Net Cash between the signing of the Merger Agreement and the closing of the Merger. 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 conducting of their respective businesses between the date of signing the Merger Agreement and the Effective Time. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) 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 company will consist of up to seven directors, with one director designated by us. Upon the closing of the transaction, the combined company will be led by Notable’s chief executive officer and executive management team. In connection with the Merger, VBL will seek to amend its articles of incorporation to: (i) effect an increase of its registered share capital and/or effect a reverse split of its ordinary shares at a ratio to be determined; (ii) change its name to “Notable Labs, Ltd.”; and (iii) make other such changes as mutually agreeable to VBL and Notable. VBL 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 and VBL’s Net Cash not being less than Target Net Cash. In connection with the execution of the Merger Agreement, VBL and Notable entered into shareholder support agreements with their current directors and executive officers who collectively beneficially own or control an aggregate of approximately 2 In August 2022, VBL also received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC, or Nasdaq, notifying 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 The Merger with Notable (discussed below) is considered a “change in control” under Nasdaq’s rules, and the combined company will need to satisfy all of Nasdaq’s initial listing criteria. If the merger is consummated and the combined entity fails to either qualify for listing or timely complete Nasdaq’s initial listing process prior to consummation, this could also result in a suspension of trading and possible delisting. In August 2022, VBL received $ 1.1 million as part of the grant from the European Innovation Council (“EIC”) for development of ofra-vec. 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 December 31, 2022, VBL had an accumulated deficit of $ 294.4 21.1 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. b. Basis of preparation of the financial statements The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES c. Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates. d. Functional and presentation currency: 1) Functional and presentation currency The U.S. dollar (“dollar”) is the currency of the primary economic environment in which the operations of the Company are conducted. Accordingly, the functional and presentation currency of the Company and its U.S. subsidiary is the dollar. 2) Transactions and balances Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions - exchange rates at transaction dates or average rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization, etc.) - historical exchange rates. All foreign exchange gains and losses are presented in the statements of operations within financial income or expenses. e. Cash, cash equivalents and restricted cash deposits The Company considers all short-term, highly liquid investments, to be a cash or cash equivalents, which includes short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash, in addition to restricted cash required to be set aside for operating lease contractual agreements and recorded in current assets on the balance sheet. f. Property, plant and equipment 1) All property and equipment (including leasehold improvements) are stated at cost less accumulated depreciation and impairment. Cost includes expenditures that are directly attributable to the acquisition of the items. Repairs and maintenance are recorded in the statement of comprehensive loss during the period in which they are incurred. 2) The assets are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Annual rates of depreciation are as follows: SCHEDULE OF ESTIMATED USEFUL LIVE Years Laboratory equipment 7 15 Computers 3 4 Office furniture and equipment 15 Leasehold improvements are depreciated using the straight-line method over the shorter of the term of the lease or the estimated useful life of the improvements. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES 3) Gains and losses on disposals are determined by comparing proceeds with the associated carrying amount. These are included in the statements of operations. g. Held-for-sale A long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which all of the following criteria are met: A. Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group). B. The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal groups). C. An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated. D. The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale, within one year. The term probable refers to a future sale that is likely to occur. E. The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value. F. Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. In October 2022, VBL decided to sell the Company’s long-lived assets related to the GMP manufacturing facility in Israel. Per ASC 360-10, from that date forward these assets are measured at the lower of their carrying amount or fair value less cost to sell. h. Impairment of long-lived assets Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of expected future cash flows (undiscounted and without interest charges) of the assets is less than the carrying amount of such assets, an impairment loss would be recognized. The assets would be written down to their estimated fair values, calculated based on the present value of expected future cash flows (discounted cash flows), or some other fair value measure. Through December 31, 2022, no i. Deferred income tax Deferred taxes are recognized using the asset and liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future. Given the Company’s losses, the Company has provided a full valuation allowance with respect to its deferred tax assets. j. Uncertainty in income tax The Company follows a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the position will be sustained based on technical merits. If this threshold is met, the second step is to measure the tax position as the largest amount that has more than a 50% likelihood k. Employee benefits: a. Post-employment benefit obligation Israeli labor laws and the Company’s agreements require the Company to pay retirement benefits to employees terminated or leaving their employment in certain other circumstances. Most of the Company’s employees are covered by a defined contribution plan under Section 14 of the Israel Severance Pay Law from the beginning of their employment with the Company. With respect to the remaining employees, which are not covered by a defined contribution plan under Section 14 of the Israel Severance Pay Law only from January 1, 2010, the Company records an asset and liability in its balance sheet. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES b. Vacation and recreation pay Under Israeli law, each employee is entitled to vacation days and recreation pay, both computed on an annual basis. The entitlement is based on the length of the employment period. US employees are offered a similar benefit. The Company recognizes a liability and expense for vacation and recreation pay based on the entitlement of each employee. k. Share-based compensation The Company accounts for employees’ and directors’ share-based payment awards classified as equity awards using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite service period. The Company elected to recognize compensation costs for awards conditioned only on continued service that have a graded vesting schedule using the accelerated method over the related service period. Share based payments to employees and directors were measured by reference to the fair value of the options and restricted share (hereinafter “RSUs”) granted at date of grant. The Company calculates the fair value of stock-based option awards on the date of grant using the Black-Scholes option pricing model. This option pricing model requires estimates as to the option’s expected term and the price volatility of the underlying stock. The Company measures compensation expense for the restricted stock units based on the market value of the underlying stock at the date of grant. Performance vesting conditions are included in assumptions about the number of options and RSU’s that are expected to vest. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. When options are exercised, the Company issues new shares, with proceeds less directly attributable transaction costs recognized as share capital (par value) and additional paid in capital. The Company has elected to recognize forfeitures as they occur. l. Contingencies: Certain conditions may exist as of the date of the financial statements, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is recorded as accrued expenses in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material are disclosed. As of December 31, 2022, no VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES m. Revenue from contracts with customers: General Revenue from contract with customers The Company recognizes revenues from the NanoCarrier License Agreement (“License Agreement”) according to ASC 606, “Revenues from Contracts with Customers”. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following steps: 1. identify the contract with a customer; 2. identify the performance obligations in the contract; 3. determine the transaction price; 4. allocate the transaction price to the performance obligations in the contract; 5. recognize revenue when (or as) the entity satisfies a performance obligation. Revenues from licensing agreement According to ASC 606, a performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services. A good or service promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. 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. ASC 606 defines the ‘Transaction Price’ as the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services to a customer. The Company estimates the standalone selling prices of the services to be provided based on expected cost-plus margin approach and uses the residual approach to estimate the selling price of the license. The Grant of the license and use of its IP performance obligation considered to be a right to use IP in accordance with ASC 606. Therefore, revenue is recognized at a point in time, upon transfer of control over the license to the licensee. The Company’s participation and consulting assistance services performance obligation is recognized as revenue over the service period, based on input method, which is costs incurred and labor hours expended. The transaction price contains variable consideration contingent upon the licensee achieving certain milestones, as well as sales-based royalties, in accordance with the relevant agreement. Variable payments, contingent on achieving additional milestones, are included in the transaction price based on most likely amount method. Amounts included in the transaction price are recognized only when it is probable that a significant reversal of cumulative revenues will not occur, usually upon achievement of the specific milestone, in accordance with the relevant agreement. Sales-based royalties are not included in the transaction price. Rather, they are recognized as the related sale occurs, due to the specific exception of ASC 606 for sales-based royalties in licensing of intellectual properties. In September 2022, the License Agreement was terminated. As VBL does not expect to generate additional revenues from the achievement of new milestones or royalties under the License Agreement, VBL recognized the remaining deferred revenue. Accordingly, during the twelve months ended December 31, 2022, VBL recognized revenue of $ 0.7 VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES n. Research and development expenses: Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of clinical trials, clinical trial supplies, salaries, share-based compensation expenses, payroll taxes and other employee benefits, lab expenses, consumable equipment and consulting fees. All costs associated with research and developments are expensed as incurred. Clinical trial expenses are charged to research and development expense as incurred. The Company accrues for expenses resulting from obligations under contracts with clinical research organizations (CROs). The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided. The Company’s objective is to reflect the appropriate trial expense in the financial statements by matching the appropriate expenses with the period in which services and efforts are expended. o. Government grants Government grants, which are received from the Israeli Innovation Authority or IIA (formerly known as the Israeli Office of Chief Scientist, or the “OCS”) by way of participation in research and development that is conducted by the Company, are received in installments as the program progresses based on qualified research spending. Grants received are recognized when the grant becomes receivable, provided there is reasonable assurance that the Company will comply with the conditions attached to the grant and there is reasonable assurance the grant will be received. In August 2022, the Company received $ 1.1 2.5 1.4 The grants are deducted from the research and development expenses as the applicable costs are incurred. Research and development expenses, net, for the years ended December 31, 2022 and 2021, include participation in research and development expenses in the amount of approximately $ 1.2 0.5 p. Leases The Company determines if an arrangement is a lease at inception. Balances related to operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in the consolidated balance sheets. The Company also elected to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized as of the commencement date based on the present value of lease payments over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. As the Company’s leases do not provide an implicit rate, the Company’s uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term (see also note 5). The Company shall reassess the lease term only if and at the point in time that any of the following occurs: 1. There is a significant event or a significant change in circumstances that is within the control of the Company that directly affects whether the Company is reasonably certain to exercise or not to exercise an option to extend or terminate the lease. 2. There is an event that is written into the contract that obliges the Company to exercise (or not to exercise) an option to extend or terminate the lease. 3. The Company elects to exercise an option even though the Company had previously determined that the Company was not reasonably certain to do so. 4. The Company elects not to exercise an option even though the Company had previously determined that the Company was reasonably certain to do so. In September 2022, the company re-evaluated the manufacturing’s lease agreement and reduced the lease period to 7 years (see also note 1) as the lease extension was no longer reasonably certain to be exercised. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES q. Segment reporting An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources and for which discrete financial information is available. The Company has one r. Loss per Ordinary Share VBL complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic loss per share of common stock is computed by dividing the net loss by the weighted average number of ordinary shares (including fully vested RSUs and PSUs) outstanding during the period. Due to the existence of Ordinary shares subject to possible redemption, the Company follows the two-class method in calculating loss per share. In computing diluted earnings per share, basic earnings per share are adjusted to take into account the potential dilution that could occur upon the exercise of options and non-vested RSUs and PSUs, using the treasury stock method. Accretion associated with the ordinary shares subject to possible redemption is excluded from loss per ordinary share. Potentially dilutive securities have been excluded from VBL’s computation of dilutive loss per share as such securities would have been anti-dilutive. There were 8,518,616 12,191,029 s. Concentration of credit risks Credit and interest risk arise from cash and cash equivalents and deposits with banks. A substantial portion of the liquid instruments of the Company are invested in short-term deposits in a leading Israeli bank. The Company estimates that since the liquid instruments are mainly invested for short-term and with a highly rated institution, the credit and interest risk associated with these balances is immaterial. t. Recently adopted accounting pronouncements In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance.” ASU 2021-10 requires disclosures about transactions with a government that have been accounted for by a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions, and the effect on the financial statements. The ASU is an annual disclosure effective for fiscal years beginning after December 15, 2021 and will be applied on a prospective basis. The Company evaluated the impact this new standard has on the consolidated financial statements and related disclosures and concluded there is a material impact. In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This guidance is effective for all entities as of March 12, 2020 through December 31, 2024. The Company adopted the new standard effective January 2022. The Company has completed negotiations to transform the facility base rate of its EU securitization program and evaluated the potential impact of the replacement of the LIBOR benchmark on its interest rate risk management activities. The adoption of this guidance did not have a material impact on the Company’s consolidated financial results of operations, financial position or cash flows. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 2 – FAIR VALUE MEASUREMENTS The different levels of valuation of financial instruments are defined as follows: Level 1 Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data of similar or identical assets or liabilities. Level 3 Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. As of December 31, 2022 and 2021, the fair value of financial instruments (cash and cash equivalents, short term bank deposits, restricted bank deposits, other current assets and accounts payable) approximate their carrying amounts. |
SHORT-TERM BANK DEPOSITS
SHORT-TERM BANK DEPOSITS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SHORT-TERM BANK DEPOSITS | NOTE 3 – SHORT-TERM BANK DEPOSITS The bank deposit as of December 31, 2022 for $ 3.1 nine months 3.15 31.2 three months one year 0.65 0.85 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT December 31 2022 2021 (in thousands) Cost: Laboratory equipment* $ 6,778 $ 6,005 Computers 352 328 Office furniture and equipment 200 200 Leasehold improvements $ 6,722 6,707 $ 14,052 $ 13,240 Less: Accumulated depreciation* $ 7,451 $ 6,393 Property and Equipment, net $ 6,601 $ 6,847 * Laboratory equipment includes the finance lease (see Note 5) with a cost of $ 1.1 0.8 0.6 Depreciation expense totaled $ 1.1 1.3 During the year ended December 31, 2022, the Company did not dispose of any fixed assets. During the year ended December 31, 2021, the Company disposed of $ 0.1 VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | NOTE 5 – LEASES Operating leases 1) In October 2016, the Company entered into a long-term lease contract for approximately $ 2.2 7 3.5 0.4 2) The Company maintains operating lease agreements for vehicles it uses. The lease periods are generally for three years 0.07 Finance Lease In July 2017, the Company entered into a long-term lease contract for approximately $ 1.1 3 The following table sets forth data regarding the Company’s leases: SCHEDULE OF LEASES Year ended December 31, 2022 2021 (in thousands) Lease cost Finance lease cost: Amortization of right-of-use assets $ - $ 168 Interest on lease liabilities - 1 Operating lease cost 560 595 Other information Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ - $ 104 Operating cash flows from operating leases $ 575 $ 586 Financing cash flows from finance leases $ - $ 1 Right-of-use assets obtained in exchange for new operating lease liabilities $ - $ 368 December 31, 2022 2021 Weighted-average discount rate - finance leases - 3.0 % Weighted-average discount rate - operating leases 5.7 % 4.0 % Weighted-average remaining lease term – finance lease - - Weighted-average remaining lease term - operating leases 1.25 4.80 Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Operating Leases (Dollars in thousands) Year ending December 31, 2023 456 2024 131 2025 and thereafter - Total future minimum lease payments 587 Less imputed interest (23 ) Total $ 564 VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) |
SEVERANCE PAY OBLIGATIONS
SEVERANCE PAY OBLIGATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
SEVERANCE PAY OBLIGATIONS | NOTE 6 – SEVERANCE PAY OBLIGATIONS Israeli law generally requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain other circumstances. The Israel pension and severance pay liability to employees are covered mainly by regular deposits with recognized pension and severance pay funds under the employees’ names and through the purchase of insurance policies. Most of the Company’s employees are covered by a defined contribution plan under Section 14 of the Israel Severance Pay Law. According to the plan, the Company regularly makes payments to severance pay or pension funds without having a legal or constructive obligation to pay further contributions if the funds do not hold sufficient assets to pay all employees in the plan the benefits relating to employee service in the current and prior periods. Neither severance pay liability nor severance pay funds under Section 14 for such employees is recorded on the Company’s balance sheet as the Company is relieved of its obligation upon contribution. For certain Israeli employees, the Company accrues severance pay liability, calculated pursuant to Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date (the “Shut-Down method”). The liability is recorded as if it was payable at each balance sheet date on an undiscounted basis. The Company’s liability with respect to Israeli employees’ is covered by monthly deposits with severance pay funds. The value of the deposited funds is based on the cash surrender value of these policies and includes profits (or loss) accumulated through the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligations pursuant to Israeli Severance Pay Law or labor agreements. The amounts funded are presented separately in the balance sheet as funds in respect to employees’ rights upon retirement. The amounts of severance pay expenses were approximately $ 0.1 0.3 The Company expects to contribute approximately $ 0.1 The above amounts were determined based on the employees’ current salary rates and the number of years’ service that will have been accumulated at their retirement date. These amounts do not include amounts that might be paid to employees that will cease working with the Company before reaching their normal retirement age. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) |
LICENSE AND SUPPLY AGREEMENTS
LICENSE AND SUPPLY AGREEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
LICENSE AND SUPPLY AGREEMENTS | NOTE 7 – LICENSE AND SUPPLY AGREEMENTS In November 2017, the Company signed an exclusive license agreement with NanoCarrier Co., Ltd. for the development, commercialization, and supply of ofra-vec in Japan. VBL retains rights to ofra-vec globally except for Japan (“The License Agreement”). Under the terms of the agreement, VBL has granted NanoCarrier an exclusive license to develop and commercialize ofra-vec in Japan for all indications. VBL will supply NanoCarrier with ofra-vec, and NanoCarrier will be responsible for all regulatory and other clinical activities necessary for commercialization in Japan. In exchange, the Company received an up-front nonrefundable payment of $ 15.0 100.0 The performance obligation relating to the Company’s participation and consulting assistance services during the development period is recognized over the service period. During 2022 and 2021, the Company recognized revenue in an amount of $ 0.7 0.8 Revenues recognized in 2022 and 2021 were related to the Company’s participation and consulting assistance services from the License Agreement. All of the revenues recognized in 2022 were included in the opening balance of the deferred revenue in the balance sheets. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) |
CONTINGENT LIABILITIES
CONTINGENT LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 | NOTE 8 – COMMITMENTS CONTINGENT LIABILITIES a. In April 2011, the Company executed a Commercial License Agreement with Janssen Vaccines & Prevention B.V. (“Janssen”), for incorporating the adenovirus 5 in ofra-vec and other historical drug candidates for cancer for consideration including the following potential future payments: ● an annual license fee of € 0.1 0.1 0.1 10 three months ● a milestone payment of € 0.4 0.4 ● royalties of 0.5 2.0 There are no limits or caps on the amount of potential royalties. In August 2022, the Company terminated the agreement with Janssen and has no further obligations. b. 1 2 1 100 29 Through December 31, 2022, the Company paid Tel Hashomer a total amount of $ 0.7 c. 3 3.5 100 29.4 38.4 0.6 VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 8 – COMMITMENTS In addition, under the Research Law, the Company is prohibited from transferring, including by way of license, the IIA-financed technologies and related intellectual property rights and know-how outside of the State of Israel, except under limited circumstances and only with the approval of the IIA Research Committee. The Company may not receive the required approvals for any proposed transfer and, even if received, may be required to pay the IIA a portion of the consideration that it receives upon any sale of such technology to a non-Israeli entity up to 600 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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 | NOTE 9 – SHARE CAPITAL SHAREHOLDERS’ EQUITY a. Common Stock The Company has authorized 200 0.01 150 0.01 b. Common Stock Offerings On January 14, 2021, the Company entered into an ordinary share purchase agreement of up to $ 20 0.01 1,400,000 3.0 On April 9, 2021, VBL entered into an underwriting agreement pursuant to which the Company issued (a) 5,150,265 1.90 8,050,000 1.89 0.01 1,751,525 6,901,790 8,050,000 26.4 On February 11, 2022, the Company entered into an Open Market Sale Agreement SM 0.01 50.0 In February 2022, the 615,366 c. Warrants There were no outstanding warrants as of December 31, 2022: SCHEDULE OF WARRANT Weighted Weighted Average Average Remaining Exercise Contractual Life Warrants Price (in years) Outstanding as of December 31, 2020 15,726,378 $ 2.38 Exercised (11,523,997 ) 1.57 Expired (1,250,000 ) 7.50 Outstanding as of December 31, 2021 2,952,381 3.00 Expired (2,952,381 ) 3.00 Outstanding as of December 31, 2022 - - - Exercisable as of December 31, 2022 - - - During the years ended December 31, 2022 and 2021, no additional warrants were issued. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 9 – SHARE CAPITAL: d. Pre-funded Warrants In April 2021, the Company issued 8,050,000 1.89 0.01 e. Stock-Based Compensation In February 2000, the Company’s Board of Directors approved an option plan (the “Plan”) as amended through 2008. Under the Plan, the Company reserved up to 1,423,606 0.01 Each option provides the holder the right to exercise such option and acquire one Ordinary Share per option. Any option granted under the Plan that is not exercised within ten years from the date upon which it becomes exercisable, will expire In April 2011, the Company’s board of directors approved a new option plan (the “New Plan”). Under the New Plan, the Company reserved up to 766,958 159,458 Any option which was granted under the New Plan and was not exercised within twenty years from the date when it becomes exercisable, will expire In September 2014, the Company’s shareholders approved the adoption of the Employee Share Ownership and Option Plan (2014) (“2014 Plan”) effective as of the closing of the public offering. Under the 2014 Plan, the Company reserved up to 928,000 28,000 Any option which was granted under the 2014 Plan and was not exercised within twenty years from the date when it becomes exercisable, will expire Effective February 13, 2022, the board of directors of VBL approved the adoption of the Inducement Plan (2022) to reserve an additional two million ( 2,000,000 0.01 The term of each option granted under this plan will be determined by the board of directors, but no option shall be exercisable more than 10 years from the date of its grant Option exercise prices and vesting periods are determined by the board of directors of the Company on the date of the grant. The options are subject to the terms stipulated by section 102(b)(2) of the Ordinance. According to these provisions, the Company will not be allowed to claim as an expense for tax purposes the amounts credited to the employees as a capital gain benefit in respect of the options granted. Options granted to related parties or non-employees of the Company are governed by Section 3(i) of the Ordinance. The Company will be allowed to claim as an expense for tax purposes the amounts equal to the expenses it recorded in the financial statements in the year in which the related parties or non-employees exercised the options into shares. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of comprehensive loss for the years ended December 31, 2022 and 2021: SCHEDULE OF SHARE BASED COMPENSATION Year Ended December 31, 2022 2021 U.S. dollars in thousands General and administrative $ 2,188 $ 1,194 Research and development 367 774 Total $ 2,555 $ 1,968 Stock Options Below is a table summarizing the options issued and outstanding as of and for the years ended December 31, 2022 and 2021: SCHEDULE OF STOCK OPTIONS Weighted Weighted Average Total Average Remaining Aggregate Exercise Contractual Intrinsic Stock Options Price Life (in years) Value Outstanding at December 31, 2020 7,435,360 $ 2.52 Granted 1,794,787 2.29 Forfeited (65,500 ) 3.01 Outstanding at December 31, 2021(1) 9,164,647 2.49 Granted 1,264,189 0.80 Exercised (388,909 ) 0.05 Forfeited (3,221,311 ) 2.34 Outstanding at December 31, 2022 (1) 6,818,616 2.07 14.77 $ 0 Exercisable as of December 31, 2022 4,735,356 $ 2.89 14.62 $ 0 (1) Excluding RSUs of 1,700,000 74,001 As of December 31, 2022, the unrecognized compensation costs of $ 1.5 1.8 The intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was $ 0.09 0 The weighted average grant date fair value of options granted during the year ended December 31, 2022 and 2021 was $ 1.49 1.90 Key assumptions used to estimate the fair value of the stock options granted during the years ended December 31, 2022 and 2021 included: SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION Year Ended December 31, 2022 2021 Expected term of options (years) 5.9 11 11 Expected common stock price volatility 91.22 % 91 % Risk-free interest rate 1.5 3.3 1.48 1.64 Expected dividend yield — — f. Restricted Stock Units Below is a table summarizing the restricted stock units granted and outstanding as of and for the year ended December 31, 2022 and 2021: SCHEDULE OF RESTRICTED STOCK UNITS Weighted Average Grant Date Restricted Stock Fair Value Units Price Unvested as of December 31, 2020 102,334 $ 5.47 Vested (28,333 ) 4.20 Unvested as of December 31, 2021 74,001 6.45 Granted 1,700,000 0.24 Forfeited (74,001 ) 6.45 Unvested as of December 31, 2022 1,700,000 0.24 Total unrecognized expense remaining $ 153,287 0.24 Weighted-average years expected to be recognized over 0.25 VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 10 – TAXES ON INCOME a. Measurement of results for tax purposes The Company as a “foreign-investment company” measures its results for tax purposes in dollar based on Income Tax Regulations (Bookkeeping Principles of Foreign Invested Companies and of Certain Partnerships and the Determination of Their Taxable Income), 1986. b. Tax rates The Company is taxed according to Israeli tax laws. The taxable income of the Company, other than income from Benefited Enterprises (see c below), is subject to the regular Israeli corporate tax rate, which is currently 23% c. Tax benefits under the Law for the Encouragement of Capital Investments, 1959 Under the Investment Law, including Amendment No. 60 to the Investment Law that was published in April 2005, by virtue of the Benefited Enterprise program for certain of its production facilities, the Company may be entitled to various tax benefits. The main benefit arising from such status is the reduction in tax rates on income derived from a Benefited Enterprise. The extent of such benefits depends on the location of the enterprise. Since the Company’s facilities are not located in “national development zone A,” income derived from Benefited Enterprises will be tax exempt for a period of two years and then have a reduced tax rate for a period of up to an additional eight years. The period of tax benefits, as described above, is limited to 12 years from the beginning of the Benefited Enterprise election year (2012). As of December 31, 2022, the period of benefits has not yet commenced. In the event of distribution or deemed distribution of dividends from income, which was tax exempt as above, the amount distributed will be subject to the tax rate it was exempted from. The Company is entitled to claim accelerated depreciation in respect of equipment used by the Benefited Enterprises during five tax years. Entitlement to the above benefits is conditioned upon the Company fulfilling the conditions stipulated by the Investment Law and regulations published thereunder. In the event of failure to comply with these conditions, the benefits may be canceled and the Company may be required to apply the regular tax depreciation rates and pay tax on the income in question at the regular corporate tax rates with the addition of linkage differences to the Israeli consumer price index and interest. The Investment Law was amended as part of the Economic Policy Law for the years 2011-2012 (the “Amendment”), which became effective on January 1, 2011. The Amendment sets alternative benefit tracks to the ones currently in place under the provisions of the Investment Law, including a reduced corporate tax rate. Tax rate for “Preferred Enterprise” income of companies not located in national development zone A is 16 VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 10 – TAXES ON INCOME The benefits are granted to companies that qualify under criteria set forth in the Investment Law; for the most part, those criteria are similar to the criteria that have existed in the Investment Law prior to its amendment and the benefit period is unlimited in time. However, in accordance with the Amendment, the classification of licensing income as Preferred income may be subject to the issuance of a pre-ruling by the Israel Tax Authority. Additional amendments to the Investment Law became effective in January 2017 (the “2017 Amendment”). Under the 2017 Amendment, and provided the conditions stipulated therein are met, income derived by Preferred Companies from ‘Preferred Technological Enterprises’ (“PTE”) (as defined in the 2017 Amendment), would be subject to reduced corporate tax rates of 7.5% in Development Zone “A” and 12% elsewhere, or 6% in case of a ‘Special Preferred Technological Enterprise’ (“SPTE”) as defined in the 2017 Amendment) regardless of the company’s geographical location within Israel. A Preferred Company distributing dividends from income derived from its PTE or SPTE, would subject the recipient to a 20% tax (or lower, if so provided under an applicable tax treaty). The 2017 Amendment further provides that, in certain circumstances, a dividend distributed to a corporate shareholder who is not an Israeli resident for tax purposes would be subject to a 4% tax (if at least 90% of the shares of the distributing company are held by one or more non-Israeli resident corporations) On June 14, 2017, the Encouragement of Capital Investments Regulations (Preferred Technology Income and Capital Profits for a Technological Enterprise), 2017 (the “Regulations”) were published, which adopted Action 5 under the base erosion and profit shifting (“BEPS”) regulations. The Regulations describe, inter alia, the mechanism used to determine the calculation of the benefits under the PTE and under the SPTE Regime and determine certain requirements relating to documentation of intellectual property for the purpose of the PTE. According to these provisions, a company that complies with the terms under the PTE regime may be entitled to certain tax benefits with respect to income generated during the company’s regular course of business and derived from the preferred intangible asset (as determined in the Investments Law), excluding income derived from intangible assets used for marketing and income attributed to production activity. In the event that intangible assets used for marketing purposes generate over 10% of the PTE’s income, the relevant portion, calculated using a transfer pricing study, would be subject to regular corporate income tax. If such income does not exceed 10%, the PTE will not be required to exclude the marketing income from the PTE’s total income. The Regulations set a presumption of direct production expenses plus 10% with respect to income related to production, which can be countered by the results of a supporting transfer pricing study. Tax rates applicable to such production income expenses will be similar to the tax rates under the Preferred Enterprise regime, to the extent such income would be considered as eligible. In order to calculate the preferred income, the PTE is required to take into account the income and the research and development expenses that are attributed to each single preferred intangible asset. Nevertheless, it should be noted that the transitional provisions allow companies to take into account the income and research and development expenses attributed to all of the preferred intangible assets they have. Under the Regulations, the Company’s corporate tax rate is expected to be between 12% 16% Under the transitional provisions of the Investment Law, a company is allowed to continue to enjoy the tax benefits available under the Investment Law prior to its amendment until the end of the period of benefits, as defined in the Investment Law. In each year during the period of benefits of its Benefited Enterprise, the Company will be able to opt for application of the Amendment, thereby making available to itself the tax rate described above. The Company’s election to apply the Amendment is irrevocable. As of December 31, 2022, the Company’s management decided not to adopt the application of the Amendment. There is no assurance that future taxable income of the Company will qualify as Benefited, Preferred or Preferred Technological income or that the benefits described above will be available to the Company in the future. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 10 – TAXES ON INCOME d. Losses for tax purposes carried forward to future years The balance of carry forward losses of the Company as of December 31, 2022 is $ 250.5 Deferred tax assets on losses for tax purposes carried forward to subsequent years are recognized if utilization of the related tax benefit against a future taxable income is expected. As the achievement of required future taxable income is not likely, the Company recorded a full valuation allowance. e. Tax assessments The Company has tax assessments that are considered to be final through tax year 2017. f. Deferred Taxes The following table presents summary of information concerning the Company’s deferred taxes as of December 31, 2022 and December 31, 2021. SCHEDULE OF DEFERRED TAXES December 31 2022 2021 U.S. dollars in thousands In respect of: Net operating loss carry forwards 57,618 51,070 Research and development expenses 4,710 4,310 Other timing differences 586 309 Less – valuation allowance (62,914 ) (55,690 ) Net deferred tax assets - - Deferred taxes are computed using the tax rates expected to be in effect when those differences reverse. The changes in valuation allowance are comprised as follows: SCHEDULE OF CHANGES IN VALUATION ALLOWANCE 2022 2021 Year ended December 31, 2022 2021 (U.S. dollars in thousands) Balance at the beginning of year $ 55,690 $ 49,172 Additions during the year 7,224 6,158 Balance at end of year $ 62,914 $ 55,690 Losses for tax purposes carried forward to future years: The main reconciling item between the statutory tax rate of the Company and the effective rate is the provision for a full valuation allowance in respect of tax benefits from carry forward tax losses due to the uncertainty of the realization of such tax benefits and the Company’s three year cumulative loss position (see above). VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) |
SUPPLEMENTARY FINANCIAL INFORMA
SUPPLEMENTARY FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTARY FINANCIAL INFORMATION | NOTE 11 – SUPPLEMENTARY FINANCIAL INFORMATION SCHEDULE OF SUPPLEMENT FINANCIAL INFORMATION 2022 2021 December 31 2022 2021 U.S. dollars in thousands a. Other current assets: Institutions - VAT $ 102 $ 280 Prepaid expenses 954 1,217 Government grants receivable - 185 Other 14 15 Other current assets $ 1,070 $ 1,697 b. Accounts payable-other: Accrued expenses $ 2,925 $ 3,611 Employee-related accrued expenses (1) 2,209 489 Provision for vacation 225 308 Accounts payable other $ 5,359 $ 4,408 (1) Includes $ 1.9 |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 12 – LOSS PER SHARE Basic and diluted loss per share: Basic Basic loss per share is calculated by dividing the result attributable to equity holders of the Company by the weighted average number of Ordinary Shares in issue during the year. Diluted All Ordinary Shares underlying outstanding options, RSU’s and warrants have been excluded from the calculation of the diluted loss per share for the years ended December 31, 2022 and 2021 since their effect was anti-dilutive. The following potentially dilutive securities outstanding for the year ended December 31, 2022 and 2021 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2022 2021 As of December 31, 2022 2021 Common stock purchase options 6,818,616 9,164,647 Restricted stock units 1,700,000 74,001 Common stock purchase warrants - 2,952,381 Anti-dilutive securities excluded from calculation of diluted loss per share 8,518,616 12,191,029 SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2022 2021 Year ended December 31 2022 2021 Basic and diluted: Loss attributable to equity holders of the Company $ 32,304 $ 29,920 Weighted average number of ordinary shares in issue 77,554,740 66,346,506 Loss per ordinary share $ 0.42 $ 0.45 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
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. | NOTE 13 – SUBSEQUENT EVENTS a. On February 15, 2023, VBL entered into an Asset Purchase Agreement which closed on March 9, 2023. For more details see Note 1. b. On February 22, 2023, VBL entered into Merger Agreement with Notable and Vibrant Merger Sub, Inc., a Delaware corporation and VBL’s direct, wholly-owned subsidiary (“Merger Sub”). For more details see Note 1. |
EVENTS SUBSEQUENT TO ORIGINAL I
EVENTS SUBSEQUENT TO ORIGINAL ISSUANCE OF FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
EVENTS SUBSEQUENT TO ORIGINAL ISSUANCE OF FINANCIAL STATEMENTS | NOTE 14 – EVENTS SUBSEQUENT TO ORIGINAL ISSUANCE OF FINANCIAL STATEMENTS a. As mentioned in Note 2(o), the Company was entitled to receive an additional € 1.4 1.5 b. On June 30, 2023, the Company entered into a non-binding term sheet with Wellbeing Group Ltd. (“Wellbeing”), as amended, for the sale of VB-601 and MOSPD2-related assets (“VB-601 Asset”) to Wellbeing, or one of their assignees, for total consideration of up to $ 5 million plus royalties. The offer consists of a $ 250,000 upfront 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. In addition, the sale of the VB-601 Asset would qualify as a related party transaction requiring audit committee and board of directors approval. The closing of the sale of the VB-601 Asset would be subject to the separate approval of the Company’s shareholders. c. On July 28, 2023, 7,400,000 7,140,350 |
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 POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
General | a. General Vascular Biogenics Ltd. (“VBL” or the “Company”) is a biotechnology company developing targeted medicines for immune-inflammatory diseases. VBL’s lead immunology product candidate, VB-601, is a clinic ready targeted antibody for immune-inflammatory applications expected to enter a Phase 1 first-in-human trial, subject to the Company’s ongoing strategic process. On July 19, 2022, VBL announced top-line results from its Phase 3 OVAL clinical trial. The trial did not meet the primary endpoints of achieving a statistically significant improvement in progression-free survival (“PFS”) or overall survival (“OS”) and VBL discontinued the trial. VBL has conducted a strategic review of the ofra-vec program and ceased further development of ofra-vec in all indications. As these results are considered a triggering event, VBL performed an impairment test on all of its assets in the third quarter of 2022. The Company concluded that the value of its manufacturing facility is in excess of its carrying value and therefore is not subject to impairment. Upon evaluation of the remaining assets and liabilities, (i) VBL wrote off all long term prepaids assets, (ii) recorded severance provisions (including additional termination benefits) for the remaining full time employees, (iii) modified the term of the lease right-of- use assets and liabilities due to reassessment of exercise of the renewal option and reduced the remaining period from 4.5 18 In August 2022, VBL announced an organizational streamlining designed to reduce operating expenses and preserve capital. As a result, to date, the Company reduced its workforce by approximately 84 % of its full-time employees, and its board of directors was also reduced from nine to six members. In August 2022, VBL also announced that it was exploring strategic alternatives to enhance shareholder value and engaged Chardan Capital Markets, LLC (“Chardan”) as its exclusive financial advisor to assist in this process. Potential strategic options explored or evaluated as part of the process included, but were not limited to merger, reverse merger, other business combination, sale of assets, licensing, or other strategic transactions. As a result of this process, on February 15, 2023, VBL entered into an Asset Purchase Agreement (the “Purchase Agreement”) providing for the sale of its rights to lease the Modi’in facility along with certain tangible assets and equipment located therein for $ 7.1 million in cash, which sale closed on March 9, 2023. In addition, and on February 22, 2023, VBL entered into an Agreement and Plan of Merger with Notable Labs, Inc. (“Notable”) and a wholly-owned merger subsidiary (the “Merger Agreement”), see more fully described below. On February 22, 2023, VBL entered into Merger Agreement with Notable and Vibrant Merger Sub, Inc., a Delaware corporation and VBL’s direct, wholly-owned subsidiary (“Merger Sub”), 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 (such transaction, the “Merger”) at the effective time of the Merger (the “Effective Time”), with Notable continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of VBL. 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 % of the VBL ordinary shares on a fully diluted basis and subject to adjustment and securityholders of VBL as of immediately prior to the Effective Time are expected to own approximately 24% of the VBL ordinary shares on a fully diluted basis and subject to adjustment. Under certain circumstances further described in the Merger Agreement, the ownership percentages may be adjusted upward or downward based on the level of VBL’s Net Cash at the closing of the Merger, and the terms and net proceeds of Notable’s pre-merger financing. There can be no assurances as to VBL’s level of Net Cash between the signing of the Merger Agreement and the closing of the Merger. 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 conducting of their respective businesses between the date of signing the Merger Agreement and the Effective Time. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) 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 company will consist of up to seven directors, with one director designated by us. Upon the closing of the transaction, the combined company will be led by Notable’s chief executive officer and executive management team. In connection with the Merger, VBL will seek to amend its articles of incorporation to: (i) effect an increase of its registered share capital and/or effect a reverse split of its ordinary shares at a ratio to be determined; (ii) change its name to “Notable Labs, Ltd.”; and (iii) make other such changes as mutually agreeable to VBL and Notable. VBL 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 and VBL’s Net Cash not being less than Target Net Cash. In connection with the execution of the Merger Agreement, VBL and Notable entered into shareholder support agreements with their current directors and executive officers who collectively beneficially own or control an aggregate of approximately 2 In August 2022, VBL also received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC, or Nasdaq, notifying 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 The Merger with Notable (discussed below) is considered a “change in control” under Nasdaq’s rules, and the combined company will need to satisfy all of Nasdaq’s initial listing criteria. If the merger is consummated and the combined entity fails to either qualify for listing or timely complete Nasdaq’s initial listing process prior to consummation, this could also result in a suspension of trading and possible delisting. In August 2022, VBL received $ 1.1 million as part of the grant from the European Innovation Council (“EIC”) for development of ofra-vec. 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 December 31, 2022, VBL had an accumulated deficit of $ 294.4 21.1 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 financial statements | b. Basis of preparation of the financial statements The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES | |
Use of estimates in the preparation of financial statements | c. Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates. | |
Functional and presentation currency: | d. Functional and presentation currency: 1) Functional and presentation currency The U.S. dollar (“dollar”) is the currency of the primary economic environment in which the operations of the Company are conducted. Accordingly, the functional and presentation currency of the Company and its U.S. subsidiary is the dollar. 2) Transactions and balances Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions - exchange rates at transaction dates or average rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization, etc.) - historical exchange rates. All foreign exchange gains and losses are presented in the statements of operations within financial income or expenses. | |
Cash, cash equivalents and restricted cash deposits | e. Cash, cash equivalents and restricted cash deposits The Company considers all short-term, highly liquid investments, to be a cash or cash equivalents, which includes short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash, in addition to restricted cash required to be set aside for operating lease contractual agreements and recorded in current assets on the balance sheet. | |
Property, plant and equipment | f. Property, plant and equipment 1) All property and equipment (including leasehold improvements) are stated at cost less accumulated depreciation and impairment. Cost includes expenditures that are directly attributable to the acquisition of the items. Repairs and maintenance are recorded in the statement of comprehensive loss during the period in which they are incurred. 2) The assets are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Annual rates of depreciation are as follows: SCHEDULE OF ESTIMATED USEFUL LIVE Years Laboratory equipment 7 15 Computers 3 4 Office furniture and equipment 15 Leasehold improvements are depreciated using the straight-line method over the shorter of the term of the lease or the estimated useful life of the improvements. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES 3) Gains and losses on disposals are determined by comparing proceeds with the associated carrying amount. These are included in the statements of operations. | |
Held-for-sale | g. Held-for-sale A long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which all of the following criteria are met: A. Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group). B. The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal groups). C. An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated. D. The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale, within one year. The term probable refers to a future sale that is likely to occur. E. The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value. F. Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. In October 2022, VBL decided to sell the Company’s long-lived assets related to the GMP manufacturing facility in Israel. Per ASC 360-10, from that date forward these assets are measured at the lower of their carrying amount or fair value less cost to sell. | |
Impairment of long-lived assets | h. Impairment of long-lived assets Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of expected future cash flows (undiscounted and without interest charges) of the assets is less than the carrying amount of such assets, an impairment loss would be recognized. The assets would be written down to their estimated fair values, calculated based on the present value of expected future cash flows (discounted cash flows), or some other fair value measure. Through December 31, 2022, no | |
Deferred income tax | i. Deferred income tax Deferred taxes are recognized using the asset and liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future. Given the Company’s losses, the Company has provided a full valuation allowance with respect to its deferred tax assets. | |
Uncertainty in income tax | j. Uncertainty in income tax The Company follows a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the position will be sustained based on technical merits. If this threshold is met, the second step is to measure the tax position as the largest amount that has more than a 50% likelihood | |
Employee benefits: | k. Employee benefits: a. Post-employment benefit obligation Israeli labor laws and the Company’s agreements require the Company to pay retirement benefits to employees terminated or leaving their employment in certain other circumstances. Most of the Company’s employees are covered by a defined contribution plan under Section 14 of the Israel Severance Pay Law from the beginning of their employment with the Company. With respect to the remaining employees, which are not covered by a defined contribution plan under Section 14 of the Israel Severance Pay Law only from January 1, 2010, the Company records an asset and liability in its balance sheet. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES b. Vacation and recreation pay Under Israeli law, each employee is entitled to vacation days and recreation pay, both computed on an annual basis. The entitlement is based on the length of the employment period. US employees are offered a similar benefit. The Company recognizes a liability and expense for vacation and recreation pay based on the entitlement of each employee. | |
Share-based compensation | k. Share-based compensation The Company accounts for employees’ and directors’ share-based payment awards classified as equity awards using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the requisite service period. The Company elected to recognize compensation costs for awards conditioned only on continued service that have a graded vesting schedule using the accelerated method over the related service period. Share based payments to employees and directors were measured by reference to the fair value of the options and restricted share (hereinafter “RSUs”) granted at date of grant. The Company calculates the fair value of stock-based option awards on the date of grant using the Black-Scholes option pricing model. This option pricing model requires estimates as to the option’s expected term and the price volatility of the underlying stock. The Company measures compensation expense for the restricted stock units based on the market value of the underlying stock at the date of grant. Performance vesting conditions are included in assumptions about the number of options and RSU’s that are expected to vest. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. When options are exercised, the Company issues new shares, with proceeds less directly attributable transaction costs recognized as share capital (par value) and additional paid in capital. The Company has elected to recognize forfeitures as they occur. | |
Contingencies: | l. Contingencies: Certain conditions may exist as of the date of the financial statements, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is recorded as accrued expenses in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material are disclosed. As of December 31, 2022, no VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES | |
Revenue from contract with customers | m. Revenue from contracts with customers: General Revenue from contract with customers The Company recognizes revenues from the NanoCarrier License Agreement (“License Agreement”) according to ASC 606, “Revenues from Contracts with Customers”. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following steps: 1. identify the contract with a customer; 2. identify the performance obligations in the contract; 3. determine the transaction price; 4. allocate the transaction price to the performance obligations in the contract; 5. recognize revenue when (or as) the entity satisfies a performance obligation. Revenues from licensing agreement According to ASC 606, a performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services. A good or service promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. 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. ASC 606 defines the ‘Transaction Price’ as the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services to a customer. The Company estimates the standalone selling prices of the services to be provided based on expected cost-plus margin approach and uses the residual approach to estimate the selling price of the license. The Grant of the license and use of its IP performance obligation considered to be a right to use IP in accordance with ASC 606. Therefore, revenue is recognized at a point in time, upon transfer of control over the license to the licensee. The Company’s participation and consulting assistance services performance obligation is recognized as revenue over the service period, based on input method, which is costs incurred and labor hours expended. The transaction price contains variable consideration contingent upon the licensee achieving certain milestones, as well as sales-based royalties, in accordance with the relevant agreement. Variable payments, contingent on achieving additional milestones, are included in the transaction price based on most likely amount method. Amounts included in the transaction price are recognized only when it is probable that a significant reversal of cumulative revenues will not occur, usually upon achievement of the specific milestone, in accordance with the relevant agreement. Sales-based royalties are not included in the transaction price. Rather, they are recognized as the related sale occurs, due to the specific exception of ASC 606 for sales-based royalties in licensing of intellectual properties. In September 2022, the License Agreement was terminated. As VBL does not expect to generate additional revenues from the achievement of new milestones or royalties under the License Agreement, VBL recognized the remaining deferred revenue. Accordingly, during the twelve months ended December 31, 2022, VBL recognized revenue of $ 0.7 VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES | |
Research and development expenses: | n. Research and development expenses: Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of clinical trials, clinical trial supplies, salaries, share-based compensation expenses, payroll taxes and other employee benefits, lab expenses, consumable equipment and consulting fees. All costs associated with research and developments are expensed as incurred. Clinical trial expenses are charged to research and development expense as incurred. The Company accrues for expenses resulting from obligations under contracts with clinical research organizations (CROs). The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided. The Company’s objective is to reflect the appropriate trial expense in the financial statements by matching the appropriate expenses with the period in which services and efforts are expended. | |
Government grants | o. Government grants Government grants, which are received from the Israeli Innovation Authority or IIA (formerly known as the Israeli Office of Chief Scientist, or the “OCS”) by way of participation in research and development that is conducted by the Company, are received in installments as the program progresses based on qualified research spending. Grants received are recognized when the grant becomes receivable, provided there is reasonable assurance that the Company will comply with the conditions attached to the grant and there is reasonable assurance the grant will be received. In August 2022, the Company received $ 1.1 2.5 1.4 The grants are deducted from the research and development expenses as the applicable costs are incurred. Research and development expenses, net, for the years ended December 31, 2022 and 2021, include participation in research and development expenses in the amount of approximately $ 1.2 0.5 | |
Leases | p. Leases The Company determines if an arrangement is a lease at inception. Balances related to operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in the consolidated balance sheets. The Company also elected to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized as of the commencement date based on the present value of lease payments over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The discount rate for the lease is the rate implicit in the lease unless that rate cannot be readily determined. As the Company’s leases do not provide an implicit rate, the Company’s uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term (see also note 5). The Company shall reassess the lease term only if and at the point in time that any of the following occurs: 1. There is a significant event or a significant change in circumstances that is within the control of the Company that directly affects whether the Company is reasonably certain to exercise or not to exercise an option to extend or terminate the lease. 2. There is an event that is written into the contract that obliges the Company to exercise (or not to exercise) an option to extend or terminate the lease. 3. The Company elects to exercise an option even though the Company had previously determined that the Company was not reasonably certain to do so. 4. The Company elects not to exercise an option even though the Company had previously determined that the Company was reasonably certain to do so. In September 2022, the company re-evaluated the manufacturing’s lease agreement and reduced the lease period to 7 years (see also note 1) as the lease extension was no longer reasonably certain to be exercised. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES | |
Segment reporting | q. Segment reporting An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker for the purpose of assessing performance and allocating resources and for which discrete financial information is available. The Company has one | |
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 | r. Loss per Ordinary Share VBL complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic loss per share of common stock is computed by dividing the net loss by the weighted average number of ordinary shares (including fully vested RSUs and PSUs) outstanding during the period. Due to the existence of Ordinary shares subject to possible redemption, the Company follows the two-class method in calculating loss per share. In computing diluted earnings per share, basic earnings per share are adjusted to take into account the potential dilution that could occur upon the exercise of options and non-vested RSUs and PSUs, using the treasury stock method. Accretion associated with the ordinary shares subject to possible redemption is excluded from loss per ordinary share. Potentially dilutive securities have been excluded from VBL’s computation of dilutive loss per share as such securities would have been anti-dilutive. There were 8,518,616 12,191,029 |
Concentration of credit risks | s. Concentration of credit risks Credit and interest risk arise from cash and cash equivalents and deposits with banks. A substantial portion of the liquid instruments of the Company are invested in short-term deposits in a leading Israeli bank. The Company estimates that since the liquid instruments are mainly invested for short-term and with a highly rated institution, the credit and interest risk associated with these balances is immaterial. | |
Recently adopted accounting pronouncements | t. Recently adopted accounting pronouncements In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance.” ASU 2021-10 requires disclosures about transactions with a government that have been accounted for by a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions, and the effect on the financial statements. The ASU is an annual disclosure effective for fiscal years beginning after December 15, 2021 and will be applied on a prospective basis. The Company evaluated the impact this new standard has on the consolidated financial statements and related disclosures and concluded there is a material impact. In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This guidance is effective for all entities as of March 12, 2020 through December 31, 2024. The Company adopted the new standard effective January 2022. The Company has completed negotiations to transform the facility base rate of its EU securitization program and evaluated the potential impact of the replacement of the LIBOR benchmark on its interest rate risk management activities. The adoption of this guidance did not have a material impact on the Company’s consolidated financial results of operations, financial position or cash flows. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVE | SCHEDULE OF ESTIMATED USEFUL LIVE Years Laboratory equipment 7 15 Computers 3 4 Office furniture and equipment 15 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT December 31 2022 2021 (in thousands) Cost: Laboratory equipment* $ 6,778 $ 6,005 Computers 352 328 Office furniture and equipment 200 200 Leasehold improvements $ 6,722 6,707 $ 14,052 $ 13,240 Less: Accumulated depreciation* $ 7,451 $ 6,393 Property and Equipment, net $ 6,601 $ 6,847 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
SCHEDULE OF LEASES | The following table sets forth data regarding the Company’s leases: SCHEDULE OF LEASES Year ended December 31, 2022 2021 (in thousands) Lease cost Finance lease cost: Amortization of right-of-use assets $ - $ 168 Interest on lease liabilities - 1 Operating lease cost 560 595 Other information Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ - $ 104 Operating cash flows from operating leases $ 575 $ 586 Financing cash flows from finance leases $ - $ 1 Right-of-use assets obtained in exchange for new operating lease liabilities $ - $ 368 December 31, 2022 2021 Weighted-average discount rate - finance leases - 3.0 % Weighted-average discount rate - operating leases 5.7 % 4.0 % Weighted-average remaining lease term – finance lease - - Weighted-average remaining lease term - operating leases 1.25 4.80 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Operating Leases (Dollars in thousands) Year ending December 31, 2023 456 2024 131 2025 and thereafter - Total future minimum lease payments 587 Less imputed interest (23 ) Total $ 564 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF WARRANT | There were no outstanding warrants as of December 31, 2022: SCHEDULE OF WARRANT Weighted Weighted Average Average Remaining Exercise Contractual Life Warrants Price (in years) Outstanding as of December 31, 2020 15,726,378 $ 2.38 Exercised (11,523,997 ) 1.57 Expired (1,250,000 ) 7.50 Outstanding as of December 31, 2021 2,952,381 3.00 Expired (2,952,381 ) 3.00 Outstanding as of December 31, 2022 - - - Exercisable as of December 31, 2022 - - - |
SCHEDULE OF SHARE BASED COMPENSATION | The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of comprehensive loss for the years ended December 31, 2022 and 2021: SCHEDULE OF SHARE BASED COMPENSATION Year Ended December 31, 2022 2021 U.S. dollars in thousands General and administrative $ 2,188 $ 1,194 Research and development 367 774 Total $ 2,555 $ 1,968 |
SCHEDULE OF STOCK OPTIONS | Below is a table summarizing the options issued and outstanding as of and for the years ended December 31, 2022 and 2021: SCHEDULE OF STOCK OPTIONS Weighted Weighted Average Total Average Remaining Aggregate Exercise Contractual Intrinsic Stock Options Price Life (in years) Value Outstanding at December 31, 2020 7,435,360 $ 2.52 Granted 1,794,787 2.29 Forfeited (65,500 ) 3.01 Outstanding at December 31, 2021(1) 9,164,647 2.49 Granted 1,264,189 0.80 Exercised (388,909 ) 0.05 Forfeited (3,221,311 ) 2.34 Outstanding at December 31, 2022 (1) 6,818,616 2.07 14.77 $ 0 Exercisable as of December 31, 2022 4,735,356 $ 2.89 14.62 $ 0 |
SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION | Key assumptions used to estimate the fair value of the stock options granted during the years ended December 31, 2022 and 2021 included: SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION Year Ended December 31, 2022 2021 Expected term of options (years) 5.9 11 11 Expected common stock price volatility 91.22 % 91 % Risk-free interest rate 1.5 3.3 1.48 1.64 Expected dividend yield — — |
SCHEDULE OF RESTRICTED STOCK UNITS | Below is a table summarizing the restricted stock units granted and outstanding as of and for the year ended December 31, 2022 and 2021: SCHEDULE OF RESTRICTED STOCK UNITS Weighted Average Grant Date Restricted Stock Fair Value Units Price Unvested as of December 31, 2020 102,334 $ 5.47 Vested (28,333 ) 4.20 Unvested as of December 31, 2021 74,001 6.45 Granted 1,700,000 0.24 Forfeited (74,001 ) 6.45 Unvested as of December 31, 2022 1,700,000 0.24 Total unrecognized expense remaining $ 153,287 0.24 Weighted-average years expected to be recognized over 0.25 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAXES | The following table presents summary of information concerning the Company’s deferred taxes as of December 31, 2022 and December 31, 2021. SCHEDULE OF DEFERRED TAXES December 31 2022 2021 U.S. dollars in thousands In respect of: Net operating loss carry forwards 57,618 51,070 Research and development expenses 4,710 4,310 Other timing differences 586 309 Less – valuation allowance (62,914 ) (55,690 ) Net deferred tax assets - - |
SCHEDULE OF CHANGES IN VALUATION ALLOWANCE | The changes in valuation allowance are comprised as follows: SCHEDULE OF CHANGES IN VALUATION ALLOWANCE 2022 2021 Year ended December 31, 2022 2021 (U.S. dollars in thousands) Balance at the beginning of year $ 55,690 $ 49,172 Additions during the year 7,224 6,158 Balance at end of year $ 62,914 $ 55,690 |
SUPPLEMENTARY FINANCIAL INFOR_2
SUPPLEMENTARY FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF SUPPLEMENT FINANCIAL INFORMATION | SCHEDULE OF SUPPLEMENT FINANCIAL INFORMATION 2022 2021 December 31 2022 2021 U.S. dollars in thousands a. Other current assets: Institutions - VAT $ 102 $ 280 Prepaid expenses 954 1,217 Government grants receivable - 185 Other 14 15 Other current assets $ 1,070 $ 1,697 b. Accounts payable-other: Accrued expenses $ 2,925 $ 3,611 Employee-related accrued expenses (1) 2,209 489 Provision for vacation 225 308 Accounts payable other $ 5,359 $ 4,408 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2022 2021 As of December 31, 2022 2021 Common stock purchase options 6,818,616 9,164,647 Restricted stock units 1,700,000 74,001 Common stock purchase warrants - 2,952,381 Anti-dilutive securities excluded from calculation of diluted loss per share 8,518,616 12,191,029 |
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE | SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2022 2021 Year ended December 31 2022 2021 Basic and diluted: Loss attributable to equity holders of the Company $ 32,304 $ 29,920 Weighted average number of ordinary shares in issue 77,554,740 66,346,506 Loss per ordinary share $ 0.42 $ 0.45 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVE (Details) | Dec. 31, 2022 |
Laboratory Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Laboratory Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Office Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ / shares in Units, € in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 USD ($) | Aug. 31, 2022 USD ($) $ / shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 shares | Dec. 31, 2022 USD ($) Integer shares | Dec. 31, 2021 USD ($) shares | Feb. 15, 2023 USD ($) | Aug. 31, 2022 EUR (€) | Aug. 02, 2022 | Jul. 19, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||||
Reduced its workforce percentage | 84% | |||||||||
Stock Issued During Period, Value, Other | $ 5,000,000 | $ 5,000,000 | $ 30,952,000 | |||||||
Beneficially ownship percentage | 2.50% | 2% | ||||||||
Accumulated deficit | $ 297,890,000 | $ 294,377,000 | 262,073,000 | |||||||
Cash, cash equivalents, and short-term investments | $ 24,300,000 | 21,100,000 | ||||||||
Impairment of long-lived assets | $ 0 | |||||||||
Income tax likelihood, description | more than a 50% likelihood | |||||||||
Contingent liabilities | $ 0 | |||||||||
Research and development expenses | $ 1,200,000 | $ 500,000 | ||||||||
Number of operating segment | Integer | 1 | |||||||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 8,518,616,000 | 12,191,029,000 | ||||||||
Options and Warrants [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 5,334,440 | 10,459,480 | 8,518,616 | 12,191,029 | ||||||
European Innovation Council [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Grants receivable | $ 1,100,000 | € 2.5 | ||||||||
Additional grants receivable | $ 1,400,000 | |||||||||
License [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Contract with customer liability revenue recognized | $ 700,000 | $ 700,000 | $ 800,000 | |||||||
Nasdaq Stock Market LLC [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Minimum bid price, per share | $ / shares | $ 1 | |||||||||
Closing bid price, per share | $ / shares | 1 | |||||||||
Trading price, per share | $ / shares | $ 0.10 | |||||||||
European Innovation Council [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Proceeds from Short-Term Debt | $ 1,100,000 | |||||||||
Security Holder [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 76% | |||||||||
Purchase Agreement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Tangible assets and equipment | $ 7,100,000 | $ 7,100,000 | ||||||||
Merger Agreement [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Termination fee | $ 2,500,000 | $ 2,500,000 | ||||||||
Out of pocket fees and expense | $ 500,000 | $ 500,000 | ||||||||
Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Lessee operating lease remaining lease term | 4 years 6 months | |||||||||
Maximum [Member] | Security Holder [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 76% | |||||||||
Minimum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Lessee operating lease remaining lease term | 18 months | |||||||||
Minimum [Member] | Security Holder [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 24% |
SHORT-TERM BANK DEPOSITS (Detai
SHORT-TERM BANK DEPOSITS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | |||
Short-term bank deposits | $ 3,054 | $ 31,164 | |
Bank deposits terms | 9 months | ||
Short term bank deposits annual interest rates | 3.15% | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Bank deposits terms | 3 months | ||
Short term bank deposits annual interest rates | 0.65% | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Bank deposits terms | 1 year | ||
Short term bank deposits annual interest rates | 0.85% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 14,052 | $ 13,240 | ||
Accumulated depreciation | [1] | 7,451 | 6,393 | |
Property and equipment, net | 6,601 | 6,847 | ||
Laboratory Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | [1] | 6,778 | 6,005 | |
Computer Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 352 | 328 | ||
Office Furniture and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 200 | 200 | ||
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 6,722 | $ 6,707 | ||
[1]Laboratory equipment includes the finance lease (see Note 5) with a cost of $ 1.1 0.8 0.6 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 701 | $ 1,058 | $ 1,256 | |
Disposal of fixed assets | 100 | |||
Laboratory Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finance lease | 1,100 | 1,100 | ||
Accumulated depreciation for finance lease | $ 800 | $ 600 |
SCHEDULE OF LEASES (Details)
SCHEDULE OF LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Finance lease cost, Amortization of right-of-use assets | $ 168 | |
Finance lease cost, Interest on lease liabilities | 1 | |
Operating lease cost | 560 | 595 |
Financing cash flows from finance leases | 104 | |
Operating cash flows from operating leases | 575 | 586 |
Financing cash flows from finance leases | 1 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 368 | |
Weighted-average discount rate - finance leases | 3% | |
Weighted-average discount rate - operating leases | 5.70% | 4% |
Weighted-average remaining lease term - finance lease | ||
Weighted-average remaining lease term - operating leases | 1 year 3 months | 4 years 9 months 18 days |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Oct. 31, 2016 |
Leases | ||
Operating Leases 2023 | $ 456 | |
Operating Leases 2024 | 131 | |
Operating Leases 2025 and thereafter | ||
Total future minimum lease payments | 587 | |
Less imputed interest | (23) | |
Total | $ 564 | $ 2,200 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | ||||
Jul. 31, 2017 | Oct. 31, 2016 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Operating lease description | the Company entered into a long-term lease contract for approximately $2.2 million over 7 years commencing May 2017 for a new facility in Modi’in, Israel with the option to extend for an additional two periods of three years each | ||||
Operating lease liability | $ 2,200 | $ 564 | |||
Operating lease term | 7 years | 3 years | |||
Decrease in operating lease assets | $ 3,500 | ||||
Decrease in operating lease liabilities | 3,500 | ||||
Security deposit | $ 400 | ||||
Operating lease assets | 541 | $ 2,008 | |||
Finance lease description | the Company entered into a long-term lease contract for approximately $1.1 million over 3 years commencing April 2018 for a laboratory water purification system used in our manufacturing process | ||||
Lont-term lease contract | $ 1,100 | ||||
Finance lease term | 3 years | ||||
Vehicles [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Operating lease liability | 70 | ||||
Operating lease assets | $ 70 |
SEVERANCE PAY OBLIGATIONS (Deta
SEVERANCE PAY OBLIGATIONS (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Investments [Line Items] | ||
Severance pay expenses | $ 0.1 | $ 0.3 |
Insurance Companies [Member] | ||
Schedule of Investments [Line Items] | ||
Defined benefit plan, net periodic benefit cost (credit) | $ 0.1 |
LICENSE AND SUPPLY AGREEMENTS (
LICENSE AND SUPPLY AGREEMENTS (Details Narrative) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Upfront non-refundable amount, received | $ 15 | |||
License [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | $ 0.7 | $ 0.7 | $ 0.8 | |
Minimum [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Development or commercial milestone payment to be achieved | $ 100 |
CONTINGENT LIABILITIES (Details
CONTINGENT LIABILITIES (Details Narrative) € in Millions, ₪ in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Feb. 28, 2013 USD ($) | Apr. 30, 2011 USD ($) | Apr. 30, 2011 EUR (€) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 28, 2013 ILS (₪) | Apr. 30, 2011 EUR (€) | |
Tel Hashomer [Member] | Intellectual Property [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Royalties percent | 1% | |||||||
Percentage of royalty payable on granting license | 2% | 2% | ||||||
Percentage of payable on initial public offering | 1% | 1% | ||||||
Royalty guarantees, commitments, amount | $ 29 | ₪ 100 | ||||||
Payments for licenses | $ 0.7 | |||||||
Government of Israel [Member] | Research and Development Arrangement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Payments for licenses | $ 0.6 | |||||||
Percentage of royalty payable on net sales | 100% | |||||||
Royalty payable | $ 29.4 | $ 29.4 | ||||||
Royalty payable interest | $ 38.4 | $ 38.4 | ||||||
Royalties percent | 100% | |||||||
Royalties Payment | $ 1.1 | |||||||
Government of Israel [Member] | Research and Development Arrangement [Member] | Sale of Technology to Non Israli Entity [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of grant payable | 600% | |||||||
Government of Israel [Member] | Minimum [Member] | Research and Development Arrangement [Member] | 100% Funded Projects [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Royalties percent | 3% | 3% | ||||||
Government of Israel [Member] | Maximum [Member] | Research and Development Arrangement [Member] | 100% Funded Projects [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Royalties percent | 3.50% | 3.50% | ||||||
Commercial License Agreement [Member] | Janssen Vaccines and Prevention B.V [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Payment for license fee | $ 0.1 | € 0.1 | $ 0.1 | $ 0.1 | ||||
Expiration term, from the first commercial sale | 10 years | 10 years | ||||||
Written notice for termination of agreement | 3 months | 3 months | ||||||
Milestone payment to be received upon first regulatory approval | $ 0.4 | € 0.4 | ||||||
Commercial License Agreement [Member] | Janssen Vaccines and Prevention B.V [Member] | Minimum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Royalties percent | 0.50% | 0.50% | ||||||
Commercial License Agreement [Member] | Janssen Vaccines and Prevention B.V [Member] | Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Royalties percent | 2% | 2% |
SCHEDULE OF WARRANT (Details)
SCHEDULE OF WARRANT (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Weighted Average Exercise Price, Outstanding beginning balance | $ 6.45 | $ 5.47 |
Weighted Average Exercise Price, Outstanding ending balance | $ 0.24 | $ 6.45 |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants, Outstanding beginning balance | 2,952,381 | 15,726,378 |
Weighted Average Exercise Price, Outstanding beginning balance | $ 3 | $ 2.38 |
Warrants, Exercised | (11,523,997) | |
Weighted Average Exercise Price, Exercised | $ 1.57 | |
Warrants, Expired | (2,952,381) | (1,250,000) |
Weighted Average Exercise Price, Expired | $ 3 | $ 7.50 |
Warrants, Outstanding ending balance | 0 | 2,952,381 |
Weighted Average Exercise Price, Outstanding ending balance | $ 3 | |
Warrants, Exercisable | ||
Weighted Average Exercise Price, Exercisable |
SCHEDULE OF SHARE BASED COMPENS
SCHEDULE OF SHARE BASED COMPENSATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share based compensation | $ 2,555 | $ 1,968 |
General and Administrative Expense [Member] | ||
Share based compensation | 2,188 | 1,194 |
Research and Development Expense [Member] | ||
Share based compensation | $ 367 | $ 774 |
SCHEDULE OF STOCK OPTIONS (Deta
SCHEDULE OF STOCK OPTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Options, Outstanding beginning balance | 9,164,647 | [1] | 7,435,360 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 2.49 | [1] | $ 2.52 | |
Stock Options, Granted | 1,264,189 | 1,794,787 | ||
Weighted Average Exercise Price, Granted | $ 0.80 | $ 2.29 | ||
Stock Options, Forfeited | (3,221,311) | (65,500) | ||
Weighted Average Exercise Price, Forfeited | $ 2.34 | $ 3.01 | ||
Stock Options, Exercised | (388,909) | |||
Weighted Average Exercise Price, Exercised | $ 0.05 | |||
Stock Options, Outstanding ending balance | [1] | 9,164,647 | ||
Weighted Average Exercise Price, Outstanding ending balance | [1] | $ 2.07 | $ 2.49 | |
Weighted Average Remaining Contractual Life (in years), Outstanding | [1] | 14 years 9 months 7 days | ||
Aggregate Intrinsic Value, Outstanding | [1] | $ 0 | ||
Stock Options, Exercisable | 4,735,356 | |||
Weighted Average Exercise Price, Exercisable | $ 2.89 | |||
Aggregate Intrinsic Value, Exercisable | $ 0 | |||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Options, Outstanding ending balance | [1] | 6,818,616 | ||
Weighted Average Remaining Contractual Life (in years), Exercisable | 14 years 7 months 13 days | |||
[1]Excluding RSUs of 1,700,000 74,001 |
SCHEDULE OF CHANGES IN NUMBER O
SCHEDULE OF CHANGES IN NUMBER OF OPTIONS AND RSUS AND WEIGHTED AVERAGE EXERCISE PRICES (Details) (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of restricted stock shares outstanding | 1,700,000 | 74,001 |
SCHEDULE OF STOCK OPTIONS GRANT
SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expected term of options (years) | 11 years | |
Expected common stock price volatility | 91.22% | 91% |
Risk free interest rate, minimum | 1.50% | 1.48% |
Risk free interest rate, maximum | 3.30% | 1.64% |
Expected dividend yield | ||
Minimum [Member] | ||
Expected term of options (years) | 5 years 10 months 24 days | |
Maximum [Member] | ||
Expected term of options (years) | 11 years |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted Stock Units, Unvested beginning balance | 1,700,000 | 74,001 | 102,334 |
Weighted Average Exercise Price, Outstanding beginning balance | $ 0.24 | $ 6.45 | $ 5.47 |
Restricted Stock Units, Vested | (28,333) | ||
Weighted Average Grant Date Fair Value Price, Vested | $ 4.20 | ||
Restricted Stock Units, Granted | 1,700,000 | ||
Weighted Average Grant Date Fair Value Price, Granted | $ 0.24 | ||
Restricted Stock Units, Forfeited | (74,001) | ||
Weighted Average Grant Date Fair Value Price, Forfeited | $ 6.45 | ||
Restricted Stock Units, Unvested ending balance | 1,700,000 | 74,001 | |
Weighted Average Exercise Price, Outstanding ending balance | $ 0.24 | $ 6.45 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted Stock Units, Vested | (750,000) | ||
Total unrecognized expense remaining | $ 153,287 | ||
Weighted Average Grant Date Fair Value Price, Unvested | $ 0.24 | ||
Weighted-average years expected to be recognized over | 3 months |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 06, 2022 USD ($) shares | Feb. 13, 2022 ₪ / shares shares | Feb. 11, 2022 USD ($) | Apr. 09, 2021 USD ($) $ / shares shares | Jan. 14, 2021 USD ($) | Feb. 28, 2022 shares | Sep. 30, 2014 shares | Apr. 30, 2011 shares | Feb. 28, 2000 ₪ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2023 ₪ / shares shares | Dec. 31, 2022 ₪ / shares | Feb. 11, 2022 ₪ / shares | Dec. 31, 2021 ₪ / shares shares | Apr. 30, 2021 $ / shares shares | Jan. 14, 2021 ₪ / shares | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 150,000,000 | |||||||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ₪ 0.01 | |||||||||||||||||
Ordinary shares issued, value | $ | $ 1 | $ 1 | ||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ | $ 1,598 | |||||||||||||||||||
Number of redeemable shares | 615,366 | |||||||||||||||||||
Intrinsic value of stock options exercised | $ | $ 90 | $ 0 | ||||||||||||||||||
Weighted average grant date fair value of options granted, price per share | $ / shares | $ 1.49 | $ 1.90 | ||||||||||||||||||
Number of units vested | 28,333 | |||||||||||||||||||
2014 Plan [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Number of shares reserved | 928,000 | |||||||||||||||||||
Share based compensation, shares description | Any option which was granted under the 2014 Plan and was not exercised within twenty years from the date when it becomes exercisable, will expire | |||||||||||||||||||
Share based compensation, shares unallocated pool reserved | 28,000 | |||||||||||||||||||
2022 Inducement Plan [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Share price | ₪ / shares | ₪ 0.01 | |||||||||||||||||||
Number of shares reversed | 2,000,000 | |||||||||||||||||||
Exercisable terms, description | The term of each option granted under this plan will be determined by the board of directors, but no option shall be exercisable more than 10 years from the date of its grant | |||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | |||||||||||||||||||
Number of shares reserved | 766,958 | 1,423,606 | ||||||||||||||||||
Share based compensation, shares description | Any option which was granted under the New Plan and was not exercised within twenty years from the date when it becomes exercisable, will expire | Each option provides the holder the right to exercise such option and acquire one Ordinary Share per option. Any option granted under the Plan that is not exercised within ten years from the date upon which it becomes exercisable, will expire | ||||||||||||||||||
Share based compensation, shares unallocated pool reserved | 159,458 | |||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Unrecognized Compensation | $ | $ 1,500 | |||||||||||||||||||
Weighted average amortization period | 1 year 9 months 18 days | |||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Ordinary shares exercise price | ₪ / shares | ₪ 0.01 | |||||||||||||||||||
Unrecognized Compensation | $ | $ 153,287 | |||||||||||||||||||
Weighted average amortization period | 3 months | |||||||||||||||||||
Number of units vested | 750,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Ordinary shares, shares authorized | 200,000,000 | |||||||||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | |||||||||||||||||||
Ordinary shares issued, value | $ | $ 1 | $ 1 | [1] | |||||||||||||||||
Ordinary shares issued, shares | 750,000 | 750,000 | 28,334 | |||||||||||||||||
Share Purchase Agreement [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | |||||||||||||||||||
Ordinary shares issued, value | $ | $ 20,000 | |||||||||||||||||||
Ordinary shares issued, shares | 1,400,000 | |||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ | $ 3,000 | |||||||||||||||||||
Underwriting Agreement [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Gross proceeds from sale of ordinary shares | $ | $ 26,400 | |||||||||||||||||||
Underwriting Agreement [Member] | Prefunded Warrants [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Ordinary shares exercise price | $ / shares | $ 1.89 | |||||||||||||||||||
Warrants to purchase of ordinary shares | 8,050,000 | |||||||||||||||||||
Warrants price per share | $ / shares | $ 0.01 | $ 1.89 | ||||||||||||||||||
Warrants to purchase shares | 0 | 8,050,000 | ||||||||||||||||||
Underwriting Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.01 | |||||||||||||||||||
Number of shares sold | 6,901,790 | |||||||||||||||||||
Underwriting Agreement [Member] | Common Stock [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Ordinary shares issued, shares | 1,751,525 | |||||||||||||||||||
Underwriting Agreement [Member] | Investor [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Ordinary shares issued, shares | 5,150,265 | |||||||||||||||||||
Ordinary shares exercise price | $ / shares | $ 1.90 | |||||||||||||||||||
Open Market Sale Agreement [Member] | Jefferies LLC [Member] | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||
Share price | ₪ / shares | ₪ 0.01 | |||||||||||||||||||
Aggregate offering cost | $ | $ 50,000 | |||||||||||||||||||
[1]Amount less than $1 thousand |
SCHEDULE OF DEFERRED TAXES (Det
SCHEDULE OF DEFERRED TAXES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry forwards | $ 57,618 | $ 51,070 | |
Research and development expenses | 4,710 | 4,310 | |
Other timing differences | 586 | 309 | |
Less – valuation allowance | (62,914) | (55,690) | $ (49,172) |
Net deferred tax assets |
SCHEDULE OF CHANGES IN VALUATIO
SCHEDULE OF CHANGES IN VALUATION ALLOWANCE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of year | $ 55,690 | $ 49,172 |
Additions during the year | 7,224 | 6,158 |
Balance at end of year | $ 62,914 | $ 55,690 |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Income tax description | Under the 2017 Amendment, and provided the conditions stipulated therein are met, income derived by Preferred Companies from ‘Preferred Technological Enterprises’ (“PTE”) (as defined in the 2017 Amendment), would be subject to reduced corporate tax rates of 7.5% in Development Zone “A” and 12% elsewhere, or 6% in case of a ‘Special Preferred Technological Enterprise’ (“SPTE”) as defined in the 2017 Amendment) regardless of the company’s geographical location within Israel. A Preferred Company distributing dividends from income derived from its PTE or SPTE, would subject the recipient to a 20% tax (or lower, if so provided under an applicable tax treaty). The 2017 Amendment further provides that, in certain circumstances, a dividend distributed to a corporate shareholder who is not an Israeli resident for tax purposes would be subject to a 4% tax (if at least 90% of the shares of the distributing company are held by one or more non-Israeli resident corporations) |
Operating loss carryforwards | $ 250.5 |
Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Corporate tax rate | 12% |
Maximum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Corporate tax rate | 16% |
2014 and Thereafter [Member] | |
Operating Loss Carryforwards [Line Items] | |
Corporate tax rate | 16% |
Israel Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Corporate tax rate | 23% |
SCHEDULE OF SUPPLEMENT FINANCIA
SCHEDULE OF SUPPLEMENT FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Institutions - VAT | $ 102 | $ 280 | ||
Prepaid expenses | 954 | 1,217 | ||
Government grants receivable | 185 | |||
Other | 14 | 15 | ||
Other current assets | $ 284 | 1,070 | 1,697 | |
Accrued expenses | $ 3,042 | 2,925 | 3,611 | |
Employee-related accrued expenses | [1] | 2,209 | 489 | |
Provision for vacation | 225 | 308 | ||
Accounts payable other | $ 5,359 | $ 4,408 | ||
[1]Includes $ 1.9 |
SCHEDULE OF SUPPLEMENT FINANC_2
SCHEDULE OF SUPPLEMENT FINANCIAL INFORMATION (Details) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance provision amount | $ 0.1 | $ 0.3 |
Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance provision amount | $ 1.9 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted loss per share | 8,518,616 | 12,191,029 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted loss per share | 6,818,616 | 9,164,647 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted loss per share | 1,700,000 | 74,001 |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted loss per share | 2,952,381 |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||||||
Loss attributable to equity holders of the Company | $ 874 | $ 9,434 | $ 3,513 | $ 19,862 | $ 32,304 | $ 29,920 |
Weighted average number of ordinary shares in issue | 78,393,524 | 77,398,939 | 78,098,460 | 77,392,922 | 77,554,740 | 66,346,506 |
Loss per ordinary share | $ 0.01 | $ 0.12 | $ 0.04 | $ 0.26 | $ 0.42 | $ 0.45 |
EVENTS SUBSEQUENT TO ORIGINAL_2
EVENTS SUBSEQUENT TO ORIGINAL ISSUANCE OF FINANCIAL STATEMENTS (Details Narrative) € in Millions | 6 Months Ended | |||||
Jul. 28, 2023 shares | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | May 31, 2023 USD ($) | May 31, 2023 EUR (€) | |
Wellbeing [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 5,000,000 | |||||
Upfront payment | $ 250,000 | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 4,750,000 | |||||
Proceeds from Sale of Productive Assets | $ 50,000,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Received grant funding | $ 1,500,000 | € 1.4 | ||||
Stock Issued During Period, Shares, New Issues | shares | 7,140,350 | |||||
Subsequent Event [Member] | Prefunded Warrants [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 7,400,000 | |||||
Subsequent Event [Member] | Wellbeing [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 5,000,000 | |||||
Upfront payment | 250,000 | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 4,750,000 | |||||
Proceeds from Sale of Productive Assets | $ 50,000,000 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) $ / shares in Units, € in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 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 ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 31, 2022 USD ($) $ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Proceeds from grant | $ 1,500,000 | € 1.4 | |||||||||
Specified expenses | $ 5,000,000 | $ 5,000,000 | $ 30,952,000 | ||||||||
Net of cash acquired | $ 15,000,000 | ||||||||||
Beneficially ownship percentage | 2.50% | 2.50% | 2.50% | 2% | |||||||
Gain on sale of other fixed assets | $ 400,000 | ||||||||||
Impairment loss | $ 349,000 | 349,000 | $ 349,000 | ||||||||
Accumulated deficit | $ 297,890,000 | 297,890,000 | 297,890,000 | 294,377,000 | $ 262,073,000 | ||||||
Cash, cash equivalents, and short-term investments | 24,300,000 | $ 24,300,000 | 24,300,000 | 21,100,000 | |||||||
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 | 2,500,000 | |||||||||
Out of pocket fees and expense | $ 500,000 | $ 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 | $ 7,100,000 | |||||||||
Security Holder [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Ownership percentage | 76% | ||||||||||
Security Holder [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Ownership percentage | 76% | 76% | 76% | ||||||||
Security Holder [Member] | Minimum [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Ownership percentage | 24% | 24% | 24% |
BASIS OF PREPARATION OF THE F_2
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (Details Narrative) - Subsequent Event [Member] | Jul. 28, 2023 shares |
Stock Issued During Period, Shares, New Issues | 7,140,350 |
Prefunded Warrants [Member] | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 7,400,000 |