Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36581 | |
Entity Registrant Name | Notable Labs, Ltd. | |
Entity Central Index Key | 0001603207 | |
Entity Incorporation, State or Country Code | L3 | |
Entity Address, Address Line One | 320 Hatch Drive | |
Entity Address, City or Town | Foster City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94404 | |
City Area Code | (415) | |
Local Phone Number | 851-2410 | |
Title of 12(b) Security | Ordinary Shares, par value NIS 0.35 per share | |
Trading Symbol | NTBL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,001,320 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 20,768 | $ 17,665 |
Restricted cash | 360 | |
Short-term bank deposits | 3,054 | |
Other current assets | 171 | 1,070 |
Total current assets | 20,939 | 22,149 |
Non-current assets: | ||
Funds in respect of employee rights upon retirement | 368 | |
Property, plant and equipment, net | 6,601 | |
Operating lease right-of-use assets | 541 | |
Total non-current assets | 7,510 | |
Total assets | 20,939 | 29,659 |
Accounts payable and accruals: | ||
Accounts payable | 748 | 808 |
Accrued expenses | 172 | 2,925 |
Other current liabilities | 1,681 | 2,434 |
Current maturity of operating leases liability | 564 | |
Total current liabilities | 2,601 | 6,731 |
Non-current liabilities: | ||
Liability for employee rights upon retirement | 477 | |
Total non-current liabilities | 477 | |
Total liabilities | 2,601 | 7,208 |
Shareholders’ equity: | ||
Ordinary shares, NIS 0.35 par value; 5,714,286 authorized as of September 30, 2023 and December 31, 2022; 2,218,299 and 1,992,861 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. | 175 | 174 |
Additional paid in capital | 317,120 | 316,654 |
Accumulated deficit | (298,957) | (294,377) |
Total equity | 18,338 | 22,451 |
Total liabilities and equity | $ 20,939 | $ 29,659 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - ₪ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | ₪ 0.35 | ₪ 0.35 |
Common stock, shares authorized | 5,714,286 | 5,714,286 |
Common stock, shares issued | 2,218,299 | 1,992,861 |
Common stock, shares outstanding | 2,218,299 | 1,992,861 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Net Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 481 | $ 658 | ||
Cost of revenues | (63) | (2) | (152) | |
Gross profit (loss) | 418 | (2) | 506 | |
Research and development expenses, net | (686) | 5,947 | (2,176) | 20,128 |
General and administrative expenses | 1,847 | 3,746 | 6,959 | 9,831 |
Capital gain, net of impairment on property, plant, and equipment | (157) | (231) | ||
Operating loss | 1,004 | 9,275 | 4,554 | 29,453 |
Financial income | (140) | (67) | (491) | |
Financial expenses | 63 | 35 | 93 | 70 |
Financial loss (income), net | 63 | (105) | 26 | (421) |
Net loss and comprehensive loss | $ 1,067 | $ 9,170 | $ 4,580 | $ 29,032 |
Loss per ordinary share basic | $ 0.48 | $ 4.13 | $ 2.05 | $ 13.12 |
Loss per ordinary share diluted | $ 0.48 | $ 4.13 | $ 2.05 | $ 13.12 |
Weighted average ordinary shares outstanding basic | 2,239,128 | 2,218,007 | 2,233,994 | 2,213,487 |
Weighted average ordinary shares outstanding diluted | 2,239,128 | 2,218,007 | 2,233,994 | 2,213,487 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Common Stock [Member] Common Stock Subject to Mandatory Redemption [Member] | Additional Paid-in Capital [Member] | Warrant [Member] | Retained Earnings [Member] | Total | |||
Balance at Dec. 31, 2021 | $ 171 | $ 1,598 | $ 309,355 | $ 3,127 | $ (262,073) | $ 50,580 | |||
Balance, shares at Dec. 31, 2021 | 1,963,188 | [1] | 615,366 | ||||||
Net loss | (29,032) | (29,032) | |||||||
Share based compensation to employees and service provider | [2] | 2,137 | 2,137 | ||||||
Share based compensation to employees and service provider, shares | [1] | 979 | |||||||
Employee exercise of stock options | $ 4 | 18 | 22 | ||||||
Employee exercise of stock options, shares | [1] | 11,112 | |||||||
Expired warrants | 3,127 | (3,127) | |||||||
Reclassification of redemption shares into ordinary shares | $ 2 | $ (1,598) | 1,596 | 1,598 | |||||
Reclassification of redemption shares into ordinary shares, shares | 17,582 | [1] | (615,366) | ||||||
Balance at Sep. 30, 2022 | $ 177 | 316,233 | (291,105) | 25,305 | |||||
Balance, shares at Sep. 30, 2022 | 1,992,861 | [3] | |||||||
Balance at Jun. 30, 2022 | $ 173 | 316,136 | (281,935) | 34,374 | |||||
Balance, shares at Jun. 30, 2022 | [3] | 1,981,398 | |||||||
Net loss | (9,170) | (9,170) | |||||||
Share based compensation to employees and service provider | [4] | 79 | 79 | ||||||
Share based compensation to employees and service provider, shares | [3] | 351 | |||||||
Employee exercise of stock options | $ 4 | 18 | 22 | ||||||
Employee exercise of stock options, shares | [3] | 11,112 | |||||||
Balance at Sep. 30, 2022 | $ 177 | 316,233 | (291,105) | 25,305 | |||||
Balance, shares at Sep. 30, 2022 | 1,992,861 | [3] | |||||||
Balance at Dec. 31, 2022 | $ 174 | 316,654 | (294,377) | 22,451 | |||||
Balance, shares at Dec. 31, 2022 | [5] | 1,992,861 | |||||||
Net loss | (4,580) | (4,580) | |||||||
Share based compensation to employees and service provider | 466 | 466 | |||||||
Exercise of pre-funded warrants (Note 4b) | [6] | [6] | |||||||
Exercise of pre-funded warrants, shares | [5] | 204,010 | |||||||
Issuance of ordinary shares | $ 1 | 1 | |||||||
Issuance of ordinary shares, shares | [5] | 21,428 | |||||||
Balance at Sep. 30, 2023 | $ 175 | 317,120 | (298,957) | 18,338 | |||||
Balance, shares at Sep. 30, 2023 | [7] | 2,218,299 | |||||||
Balance at Jun. 30, 2023 | $ 175 | 316,952 | (297,890) | 19,237 | |||||
Balance, shares at Jun. 30, 2023 | [7] | 2,014,289 | |||||||
Net loss | (1,067) | (1,067) | |||||||
Share based compensation to employees and service provider | 168 | 168 | |||||||
Exercise of pre-funded warrants (Note 4b) | [8] | [8] | |||||||
Exercise of pre-funded warrants, shares | [7] | 204,010 | |||||||
Balance at Sep. 30, 2023 | $ 175 | $ 317,120 | $ (298,957) | $ 18,338 | |||||
Balance, shares at Sep. 30, 2023 | [7] | 2,218,299 | |||||||
[1]Adjusted to reflect reverse stock split, see notes 1 and 2.[2]Lower than $1 thousand.[3]Adjusted to reflect reverse stock split, see notes 1 and 2.[4]Lower than $1 thousand.[5]Adjusted to reflect reverse stock split, see notes 1 and 2.[6]Lower than $1 thousand.[7]Adjusted to reflect reverse stock split, see notes 1 and 2.[8]Lower than $1 thousand. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,580) | $ (29,032) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,061 | |
Interest (income) expense | 54 | (20) |
Capital gain, net of impairment on property, plant and equipment | (231) | |
Net changes in operating leases | (287) | |
Exchange losses (gain) on cash and cash equivalents and restricted cash | 72 | 133 |
Changes in accrued liability for employee rights upon retirement | (100) | (21) |
Share-based compensation | 466 | 2,137 |
Changes in operating assets and liabilities: | ||
Decrease in other current assets and long-term prepaid expenses | 994 | 1,731 |
Increase (decrease) in accounts payable: | ||
Trade | (224) | (2,565) |
Other (including other non-current liability) | (4,091) | 2,648 |
Decrease in deferred revenue | (658) | |
Net cash used in operating activities | (7,640) | (24,873) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (810) | |
Proceeds from the sale of long-term assets | 7,454 | |
Investment in short-term bank deposits | (3,000) | |
Maturity of short-term bank deposits | 3,000 | 25,108 |
Net cash provided by investing activities | 10,454 | 21,298 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of ordinary shares | 1 | 22 |
Net cash provided by financing activities | 1 | 22 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 2,815 | (3,553) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 18,025 | 22,348 |
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (72) | (133) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 20,768 | 18,662 |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH REPORTED IN THE STATEMENT OF FINANCIAL POSITION | ||
Cash and cash equivalents | 20,768 | 18,302 |
Restricted bank deposits included in non-current assets | 360 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 20,768 | 18,662 |
SUPPLEMENTARY DISCLOSURE ON CASH FLOWS | ||
Reclassification of ordinary shares subject to possible redemption into ordinary shares | 1,598 | |
Interest received | $ 74 | $ 173 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 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, was 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 planned 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 VB-601 and MOSPD2 related assets (the “VB-601 Asset”) . On October 16, 2023, VBL completed the sale of the VB-601 Asset. See below for additional information. In May 2023, VBL received an additional € 1.4 1.5 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 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”). On October 16, 2023, VBL closed the Merger with Notable. In conjunction with the Merger, the Company changed its name from “Vascular Biogenics Ltd.” to “Notable Labs, Ltd.” (the “Name Change”). At the Effective Time, each outstanding share of Notable capital stock was converted into the right to receive VBL ordinary shares, under the exchange ratio formula in the Merger Agreement, with former Notable securityholders owning approximately 75.2 24.8 Also on October 16, 2023, in connection with, and prior to completion of, the Merger, the Company effected a 1-for-35 reverse share split (the “Reverse Share Split”) of its ordinary shares, of a nominal value of NIS 0.35 Following the completion of the Merger, the business of Notable became the business conducted by the Company, which is a clinical-stage platform therapeutics company developing predictive precision medicines for patients with cancer. Upon closing of the Merger, the board of directors of the Company consists of seven directors, with one director designated by VBL. Following the closing of the Merger, the Company is being led by Notable’s chief executive officer and executive management team. At the annual and special meeting of the Company’s shareholders held on October 12, 2023, the Company’s shareholders approved amendments to the Company’s Amended and Restated Articles of Association (the “Articles”), to effect the Reverse Share Split, to increase the Company’s registered share capital by NIS 10,000,000 1,000,000,000 34,285,714 12,000,000 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 million. In addition, VBL accrued a liability for a potential payment to the Israeli Innovation Authority (“IIA”) as a result of the sale, which was recorded against the capital gain. VBL completed the asset sale on March 9, 2023. 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 million plus royalties (the “VB-601 Asset Sale”). Wellbeing intended 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 is moving forward with and developing the VB-601 Asset, the transaction is considered a related party transaction, and required 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. On October 1, 2023, following the execution of the term sheet with Wellbeing on June 30, 2023 (as amended on July 25, 2023) (the “Term Sheet”), the parties entered into definitive asset purchase agreement (the “Asset Purchase Agreement”) for the sale of the VB-601 Asset. On October 16, 2023, the Company completed the sale to Immunewalk Therapeutics Inc. (“Immunewalk”), an assignee of Wellbeing, pursuant to the Asset Purchase Agreement. Under the Asset Purchase Agreement, Immunewalk agreed to pay an upfront cash payment of $ 250,000 4.75 50 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 per ordinary share for continued listing on the Nasdaq Global Market for a period of 30 consecutive business days as required under Nasdaq Listing Rule 5450(a)(1). The Nasdaq deficiency letter did not result in the immediate delisting of VBL’s ordinary shares, and the Company’s ordinary shares continued to trade uninterrupted under the symbol “VBLT.” Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), VBL had a compliance period of 180 calendar days, or until February 27, 2023, to regain compliance with Nasdaq’s minimum bid price requirement. The Company did not regain compliance by February 27, 2023, requested the transfer of its listing to the Nasdaq Capital Market and received an additional 180 day period to regain compliance, or until August 28, 2023. The Company timely requested a hearing with the Nasdaq Hearings Panel, or the Panel, at which hearing it requested a further extension with which to evidence compliance with all applicable requirements for continued listing on Nasdaq. The Company’s plan to regain compliance included the completion of the proposed Merger and reverse stock split. On October 19, 2023, the Company received a written notification from Nasdaq stating that the Company has demonstrated compliance with Nasdaq’s initial listing requirements, including the bid price requirement with respect to the Company’s ordinary shares, and that, accordingly, Nasdaq considers the prior outstanding minimum bid price deficiency matter described above to be closed. As part of the preparations for the Merger, VBL sold certain long-term assets and rights. Long-term assets which were not sold were written off. As a result, in the nine-month period ended September 30, 2023, the Company recorded a capital gain, net of impairment of $ 0.2 Since incorporation through September 30, 2023, Notable Labs, Ltd. and its subsidiaries (hereinafter referred to as “the Post-Merger Company”) incurred losses and negative cash flows from operations mainly attributable to its development efforts and has an accumulated deficit. The Post-Merger Company has financed its operations primarily through the issuance of Preferred Shares and SAFE shares and through the cash inflow as a result of the Merger completed on October 16, 2023. As of the issuance date of these consolidated financial statements, Notable Labs, Ltd.’s cash and investments provide sufficient resources to fund its operations through at least the next 12 months. In order to develop and commercialize any future product candidates if they are granted regulatory approval, Notable Labs, Ltd. is required to obtain further funding through public or private offerings, debt financings, collaboration, licensing arrangements or other sources. Adequate additional funding may not be available to Notable Labs, Ltd. on acceptable terms, or at all. If Notable Labs, Ltd. is unable to raise capital when needed or on attractive terms, it may be forced to delay, reduce or eliminate its research and development programs or commercialization and manufacturing efforts. |
BASIS OF PREPARATION OF THE FIN
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 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. On October 16, 2023, the Company closed the Merger with Notable. As described in Note 1, in conjunction with the Merger, the Company changed its name from “Vascular Biogenics Ltd.” to “Notable Labs, Ltd.”. In addition, in conjunction with the Merger, and as described in Note 1, the Company effected a 1-for-35 reverse share splitof its Ordinary Shares. The Company accounted for the Reverse Share Split on a retroactive basis pursuant to ASC 260. As a result, all ordinary share amounts, options outstanding and exercisable for ordinary shares, amounts of pre-funded warrants and RSUs, exercise prices and loss per share amounts have been adjusted, on a retroactive basis, for all periods presented in these condensed consolidated financial statements and the applicable disclosures, to reflect such Reverse Share Split. The Merger is being accounted for as a reverse merger, and commencing with the fiscal period in which the Merger closed the historical financial statements of the Company will be those of Notable Labs, Inc. Since the Merger was not yet closed during the quarter ended September 30, 2023, the financial statements contained herein are those of VBL. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES The accounting policies and calculation methods applied in the preparation of the condensed consolidated interim financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2022 and for the year then ended. Net Loss Per Share VBL complies with accounting and disclosure requirements of FASB Accounting Standards Codification (“ASC”) Topic 260, “ Earnings Per Share.” 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 152,413 298,634 (*) Adjusted to reflect reverse stock split, see notes 1 and 2. |
SHAREHOLDERS_ EQUITY (_)
SHAREHOLDERS’ EQUITY (*) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY (*) | NOTE 4 – SHAREHOLDERS’ EQUITY (*) a. Ordinary Shares The Company has 5,714,286 0.35 b. Pre-funded Warrants In April 2021, the Company issued 230,000 66.15 0.35 211,428 204,010 c . Restricted Stock Units During the nine months ended September 30, 2023, 21,429 0.35 (*) Share, RSU and pre-funded warrant amounts; price per share; and exercise price adjusted to reflect reverse stock split, see notes 1 and 2. |
CONTINGENT LIABILITIES
CONTINGENT LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENT LIABILITIES | NOTE 5 – CONTINGENT LIABILITIES The Company is committed to pay royalties to the Government of Israel (the “Government”) on proceeds from sales of products in the research and development of which the Government participates by way of grants. At the time the grants were received, successful development of the related project was not assumed. In the case of failure of the project that was partly financed by the Government, the Company is not obligated to pay any such royalties. As the Company does not foresee any revenue from these projects, it believes it is no longer obligated to pay additional royalties, except for a potential repayment of support for assets that are monetized. Under the terms of the Company’s funding from the Government, royalties of 3 3.5 100 29.4 38.4 1.1 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS On October 16, 2023, VBL closed the Merger with Notable Labs, Inc. On October 16, 2023, the Company completed the sale of the VB-601 Asset to Immunewalk Therapeutics Inc., pursuant to the terms of an Asset Purchase Agreement dated as of October 1, 2023, between the Company and Immunewalk. See Note 1 for additional information. On October 19, 2023, the Company received a written notification from Nasdaq stating that the Company has demonstrated compliance with Nasdaq’s initial listing requirements, including the bid price requirement with respect to the Company’s ordinary shares, and that, accordingly, Nasdaq considers the prior outstanding minimum bid price deficiency matter to be closed. See Note 1 for additional information. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Net Loss Per Share | Net Loss Per Share VBL complies with accounting and disclosure requirements of FASB Accounting Standards Codification (“ASC”) Topic 260, “ Earnings Per Share.” 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 152,413 298,634 (*) Adjusted to reflect reverse stock split, see notes 1 and 2. |
GENERAL (Details Narrative)
GENERAL (Details Narrative) ₪ / shares in Units, $ / shares in Units, € in Millions | 1 Months Ended | 6 Months Ended | 9 Months Ended | |||||||
Oct. 16, 2023 USD ($) | Oct. 12, 2023 ILS (₪) shares | May 31, 2023 USD ($) | May 31, 2023 EUR (€) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) shares | Oct. 16, 2023 ₪ / shares | Feb. 15, 2023 USD ($) | Dec. 31, 2022 shares | Aug. 31, 2022 $ / shares | |
Proceeds from grant | $ 1,500,000 | € 1.4 | ||||||||
Common stock shares authorized | shares | 5,714,286 | 5,714,286 | ||||||||
Impairment loss | $ 200,000 | |||||||||
Nasdaq Stock Market LLC [Member] | ||||||||||
[custom:MinimumBidPricePerShare-0] | $ / shares | $ 1 | |||||||||
Wellbeing [Member] | ||||||||||
Business Combination, Consideration Transferred | $ 5,000,000 | |||||||||
Purchase Agreement [Member] | ||||||||||
Tangible assets and equipment | $ 7,100,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Share price | ₪ / shares | ₪ 0.35 | |||||||||
Share capital | ₪ | ₪ 12,000,000 | |||||||||
Common stock shares authorized | shares | 34,285,714 | |||||||||
Payment for cash | $ 250,000 | |||||||||
Payment for clinical commercial milestones | 4,750,000 | |||||||||
Sale of assets | $ 50,000,000 | |||||||||
Subsequent Event [Member] | Amended And Restated Articles Of Association [Member] | ||||||||||
Share capital | ₪ | ₪ 10,000,000 | |||||||||
Common stock shares authorized | shares | 1,000,000,000 | |||||||||
Security Holder [Member] | Maximum [Member] | ||||||||||
Ownership percentage | 75.20% | |||||||||
Security Holder [Member] | Minimum [Member] | ||||||||||
Ownership percentage | 24.80% |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Options And Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | [1] | 152,413 | 298,634 |
[1]Adjusted to reflect reverse stock split, see notes 1 and 2. |
SHAREHOLDERS_ EQUITY (_) (Detai
SHAREHOLDERS’ EQUITY (*) (Details Narrative) | 9 Months Ended | ||||
Jul. 28, 2023 shares | Sep. 30, 2023 ₪ / shares shares | Dec. 31, 2022 ₪ / shares shares | Apr. 30, 2021 $ / shares shares | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Ordinary shares, shares authorized | 5,714,286 | 5,714,286 | |||
Ordinary shares, par value | ₪ / shares | ₪ 0.35 | ₪ 0.35 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of units vested | [1] | 21,429 | |||
Ordinary shares exercise price | ₪ / shares | [1] | ₪ 0.35 | |||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Ordinary shares, shares authorized | [1] | 5,714,286 | |||
Ordinary shares, par value | ₪ / shares | [1] | ₪ 0.35 | |||
Issuance of ordinary shares | [2] | 21,428 | |||
Common Stock [Member] | Underwriting Agreement [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Ordinary shares, par value | $ / shares | $ 0.35 | ||||
Prefunded Warrants [Member] | Underwriting Agreement [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Pre-funded warrants | [1] | 211,428 | 230,000 | ||
Warrants price per share | $ / shares | [1] | $ 66.15 | |||
Issuance of ordinary shares | [1] | 204,010 | |||
[1]Share, RSU and pre-funded warrant amounts; price per share; and exercise price adjusted to reflect reverse stock split, see notes 1 and 2.[2]Adjusted to reflect reverse stock split, see notes 1 and 2. |
CONTINGENT LIABILITIES (Details
CONTINGENT LIABILITIES (Details Narrative) - Government of Israel [Member] - Research and Development Arrangement [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Long-Term Purchase Commitment [Line Items] | |
Royalties percent | 100% |
Royalty payable | $ 29.4 |
Royalty payable interest | 38.4 |
Royalties Payment | $ 1.1 |
Hundered Percent Funded Project [Member] | Minimum [Member] | |
Long-Term Purchase Commitment [Line Items] | |
Royalties percent | 3% |
Hundered Percent Funded Project [Member] | Maximum [Member] | |
Long-Term Purchase Commitment [Line Items] | |
Royalties percent | 3.50% |