Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 17, 2024 | |
Document Information Line Items | ||
Entity Registrant Name | BiomX Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 69,806,440 | |
Amendment Flag | false | |
Entity Central Index Key | 0001739174 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38762 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3364020 | |
Entity Address, Address Line One | 22 Einstein St | |
Entity Address, Address Line Two | 4th Floor | |
Entity Address, City or Town | Ness Ziona | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 7414003 | |
City Area Code | +972 | |
Local Phone Number | 723942377 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of Units, each consisting of one share of common stock, $0.0001 par value, and one warrant exercisable for one-half of one share of common stockone share of common stock, $0.0001 par value, and one warrant exercisable for one-half of one share of common stock | ||
Document Information Line Items | ||
Trading Symbol | PHGE.U | |
Title of 12(b) Security | Units, each consisting of one share of common stock, $0.0001 par value, and one warrant | |
Security Exchange Name | NYSE | |
Common stock, $0.0001 par value | ||
Document Information Line Items | ||
Trading Symbol | PHGE | |
Title of 12(b) Security | Common stock, $0.0001 par value | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 43,007 | $ 14,907 |
Restricted cash | 1,108 | 957 |
Other current assets | 2,986 | 1,768 |
Total current assets | 47,101 | 17,632 |
Non-current assets | ||
Operating lease right-of-use assets | 11,279 | 3,495 |
Property and equipment, net | 7,438 | 3,902 |
In-process Research and development (“IPR&D”) assets and Goodwill | 15,788 | |
Total non-current assets | 34,505 | 7,397 |
Total Assets | 81,606 | 25,029 |
Current liabilities | ||
Trade accounts payable | 3,686 | 1,381 |
Current portion of lease liabilities | 985 | 666 |
Other accounts payable | 6,036 | 3,344 |
Current portion of long-term debt | 5,785 | |
Total current liabilities | 10,707 | 11,176 |
Non-current liabilities | ||
Contract liability | 1,976 | 1,976 |
Long-term debt, net of current portion | 5,402 | |
Operating lease liabilities, net of current portion | 9,139 | 3,239 |
Other liabilities | 153 | 155 |
Private Placement Warrants | 36,755 | |
Total non-current liabilities | 48,023 | 10,772 |
Commitments and Contingencies (Note 7) | ||
Redeemable Convertible Preferred Shares | ||
Preferred Stock, $0.0001 par value; Authorized - 1,000,000 shares as of March 31, 2024 and December 31, 2023. Issued and outstanding- 256,887 as of March 31, 2024. No shares issued and outstanding as of December 31, 2023. | 32,420 | |
Stockholders’ equity (Capital Deficiency) | ||
Common Stock, $0.0001 par value; Authorized - 120,000,000 shares as of March 31, 2024 and December 31, 2023. Issued and outstanding-59,998,342 shares as of March 31, 2024 and 45,979,930 shares as of December 31, 2023. | 4 | 3 |
Additional paid in capital | 170,749 | 166,048 |
Accumulated deficit | (180,297) | (162,970) |
Total stockholders’ equity (Capital Deficiency) | (9,544) | 3,081 |
Total liabilities and stockholders’ equity | $ 81,606 | $ 25,029 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 256,887 | |
Preferred stock, shares outstanding | 256,887 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 59,998,342 | 45,979,930 |
Common stock, shares outstanding | 59,998,342 | 45,979,930 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Research and development (“R&D”) expenses, net | $ 4,105 | $ 4,564 |
General and administrative expenses | 2,680 | 1,644 |
Operating loss | 6,785 | 6,208 |
Other income | (88) | (91) |
Interest expenses | 850 | 565 |
Loss from change in fair value of Private Placement Warrants | 8,010 | |
Finance expense (income), net | 1,765 | (327) |
Loss before tax | 17,322 | 6,355 |
Tax expenses | 5 | 6 |
Net loss | $ 17,327 | $ 6,361 |
Basic and loss per share of Common Stock (in Dollars per share) | $ 0.28 | $ 0.2 |
Weighted average number of shares of Common Stock outstanding, basic (in Shares) | 62,292,277 | 32,125,227 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Diluted, loss per share of Common Stock | $ 0.28 | $ 0.20 |
Diluted, weighted average number of shares of Common Stock outstanding | 62,292,277 | 32,125,227 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and in Stockholders’ Equity (Capital Deficiency) (Unaudited) - USD ($) $ in Thousands | Preferred Shares Redeemable Convertible | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||
Balance at Dec. 31, 2022 | $ 2 | $ 157,838 | $ (136,801) | $ 21,039 | |||
Balance (in Shares) at Dec. 31, 2022 | 29,976,582 | ||||||
Issuance of Common Stock and warrants under Private Investment in Public Equity (“PIPE”), net of $176 issuance costs (**) | [2] | [1] | 1,293 | 1,293 | |||
Issuance of Common Stock and warrants under Private Investment in Public Equity (“PIPE”), net of $176 issuance costs (**) (in Shares) | [2] | 3,199,491 | |||||
Stock-based compensation expenses | 175 | 175 | |||||
Net loss | (6,361) | (6,361) | |||||
Balance at Mar. 31, 2023 | $ 2 | 159,306 | (143,162) | 16,146 | |||
Balance (in Shares) at Mar. 31, 2023 | 33,176,073 | ||||||
Balance at Dec. 31, 2023 | $ 3 | 166,048 | (162,970) | 3,081 | |||
Balance (in Shares) at Dec. 31, 2023 | 45,979,930 | ||||||
Issuance of Common Stock, Merger Warrants and Redeemable Convertible Preferred Shares upon the APT acquisition, net of issuance cost | [3] | $ 12,561 | $ 1 | 3,227 | 3,228 | ||
Issuance of Common Stock, Merger Warrants and Redeemable Convertible Preferred Shares upon the APT acquisition, net of issuance cost (in Shares) | [3] | 40,470 | 9,164,968 | ||||
Exercise of Pre-Funded Warrants into shares of Common Stock | [2] | [1] | 5 | 5 | |||
Exercise of Pre-Funded Warrants into shares of Common Stock (in Shares) | [2] | 4,778,265 | |||||
Issuance of Common Stock under Open Market Sales Agreement, net of $1 issuance costs | [2] | [1] | 19 | 19 | |||
Issuance of Common Stock under Open Market Sales Agreement, net of $1 issuance costs (in Shares) | [2] | 75,179 | |||||
Stock-based compensation expenses | 909 | 909 | |||||
Issuance of Convertible Preferred Shares upon March 2024 PIPE, net of issuance costs | [3] | $ 19,859 | 541 | 541 | |||
Issuance of Convertible Preferred Shares upon March 2024 PIPE, net of issuance costs (in Shares) | [3] | 216,417 | |||||
Net loss | (17,327) | (17,327) | |||||
Balance at Mar. 31, 2024 | $ 32,420 | $ 4 | $ 170,749 | $ (180,297) | $ (9,544) | ||
Balance (in Shares) at Mar. 31, 2024 | 256,887 | 59,998,342 | |||||
[1] Less than $1. See Note 9A. See Note 1D. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and in Stockholders’ Equity (Capital Deficiency) (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Issuance of common stock under open market sales agreement, net of issuance costs | [1] | $ 1 | |
Issuance of Common Stock and warrants under Private Investment in Public Equity (“PIPE”), net of issuance costs | [1] | $ 1 | |
Common Stock | |||
Issuance of common stock under open market sales agreement, net of issuance costs | [1] | $ 176 | |
Issuance of Common Stock and warrants under Private Investment in Public Equity (“PIPE”), net of issuance costs | [1] | $ 176 | |
[1] See Note 9A. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS – OPERATING ACTIVITIES | ||
Net loss | $ (17,327) | $ (6,361) |
Adjustments required to reconcile cash flows used in operating activities: | ||
Depreciation and amortization | 229 | 223 |
Stock-based compensation | 177 | 175 |
Amortization of debt issuance costs | 68 | |
Finance expense (income), net | (456) | (123) |
Changes in other liabilities | (2) | 4 |
Loss from change in fair value of Private Placement Warrants | 8,010 | |
Private Placement Warrants issuance cost | 732 | |
Changes in operating assets and liabilities: | ||
Other current and non-current assets | 562 | (174) |
Trade accounts payable | (1,775) | 363 |
Other accounts payable | (122) | 806 |
Net change in operating leases | (1,384) | (26) |
Net cash used in operating activities | (11,356) | (5,045) |
CASH FLOWS – INVESTING ACTIVITIES | ||
Cash and Restricted Cash acquired from the APT acquisition | 663 | |
Proceeds from short-term deposits | 2,000 | |
Purchases of property and equipment | (10) | |
Net cash provided by investing activities | 663 | 1,990 |
CASH FLOWS – FINANCING ACTIVITIES | ||
Issuance of Private Placement Warrants under March 2024 PIPE | 28,745 | |
Issuance of Redeemable Convertible Preferred Shares under March 2024 PIPE | 21,269 | |
March 2024 PIPE issuance costs | (316) | |
Issuance of Common Stock and Warrants under PIPE | 1,469 | |
Pre-Funded Warrants exercise | 5 | |
Issuance of Common Stock under Open Market Sales Agreement, net of issuance costs | 19 | |
Repayment of long-term debt | (10,747) | (419) |
Net cash provided by financing activities | 38,975 | 1,050 |
Increase(decrease) in cash and cash equivalents and restricted cash | 28,282 | (2,005) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (31) | 13 |
Cash and cash equivalents and restricted cash at the beginning of the period | 15,864 | 32,294 |
Cash and cash equivalents and restricted cash at the end of the period | 44,115 | 30,302 |
RECONCILIATION OF AMOUNTS ON CONSOLIDATED BALANCE SHEETS | ||
Cash and cash equivalents | 43,007 | 29,346 |
Restricted cash | 1,108 | 956 |
Total cash and cash equivalents and restricted cash | 44,115 | 30,302 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,419 | 495 |
Taxes paid | 3 | 6 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES: | ||
Issuance costs from PIPE included in trade accounts payable | 176 | |
Property and equipment purchases included in accounts payable and Trade payable | 17 | |
Issuance cost from March 2024 PIPE | 1,826 | |
Issuance cost from the APT acquisition | 62 | |
Issuance of Common Stock under the APT acquisition | 3,041 | |
Issuance of Redeemable Convertible Preferred Shares under the APT acquisition | 12,610 | |
Issuance of Merger Warrants under the APT acquisition | $ 200 |
General
General | 3 Months Ended |
Mar. 31, 2024 | |
General [Abstract] | |
GENERAL | NOTE 1 – GENERAL A. General information BiomX Inc. (individually, and together with its subsidiaries, BiomX Ltd. (“BiomX Israel”), RondinX Ltd. and Adaptive Phage Therapeutics LLC,(“APT”), the “Company” or “BiomX”) was incorporated in 2017. The Company’s shares of Common Stock and units are traded on the NYSE American under the symbols PHGE and PHGE.U, respectively. Certain warrants are currently quoted on OTC Pink under the symbol “PHGEW”. BiomX is developing both natural and engineered phage cocktails designed to target and destroy harmful bacteria in chronic diseases, focusing its efforts, at this point, on cystic fibrosis and on diabetic foot osteomyelitis. BiomX discovers and validates proprietary bacterial targets and customizes phage compositions against these targets. The Company’s headquarters are located in Ness Ziona, Israel. On March 6, 2024, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with APT and certain other parties, as a result of which APT became a wholly-owned subsidiary of the Company (the “Acquisition”), as further defined below. Additionally, on March 15, 2024, concurrently with the consummation of the Acquisition, the Company consummated a private placement (the “March 2024 PIPE”) with certain investors pursuant to which such investors purchased an aggregate of 216,417 shares of our Series X non-voting convertible preferred share, par value $0.0001 per share (the “Redeemable Convertible Preferred Shares”), with each share of Redeemable Convertible Preferred Shares being convertible into 1,000 shares of the Company’s Common Stock, and warrants (the “Private Placement Warrants”) to purchase up to an aggregate of 108,208,500 shares of the Company’s Common Stock, for aggregate gross proceeds of approximately $50,000. See note 1D for further information regarding the Acquisition. B. Israel-Hamas war On October 7, 2023, an unprecedented attack was launched against Israel by terrorists from the Hamas terrorist organization that infiltrated Israel’s southern border from the Gaza Strip and in other areas within the state of Israel attacking civilians and military targets while simultaneously launching extensive rocket attacks on the Israeli population. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. In response, the Security Cabinet of the State of Israel declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In addition, Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, has attacked military and civilian targets in Northern Israel, to which Israel has responded. To date, the State of Israel continues to be at war with Hamas and in an armed conflict with Hezbollah. BiomX headquarters and principal offices and most of its operations are located in the State of Israel. In addition, most of the key employees and officers are residents of Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect its business. While a few employees of the Company were called to reserve duty in the Israel Defense Forces, the ongoing war with Hamas has not, since its inception, materially impacted BiomX’s business or operations. Furthermore, BiomX does not expect any delays to its programs as a result of the situation. However, at this time, it is not possible to predict the intensity or duration of Israel’s war against Hamas, nor predict how this war will ultimately affect BiomX business and operations or Israel’s economy in general. C. Going concern The Company has incurred significant losses and negative cash flows from operations and incurred an accumulated deficit of $180,297 as of March 31, 2024. The Company expects to continue to incur additional losses and negative cash flows from operations for the foreseeable future. The Company plans to continue to fund its current operations, as well as other development activities relating to additional product candidates, through future issuances of debt and/or equity securities, loans and possibly additional grants from the Israel Innovation Authority (“IIA”) (see note 7A) and other government institutions. The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors including, but not limited to, the market demand for the Company’s Common Stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to it. If the Company is unable to raise capital when needed or on attractive terms, it may be forced to delay or reduce its research and development programs. On March 15, 2024, the Company raised approximately $50,000 under the March 2024 PIPE. Management believes that its available funds as of the issuance date of the financial statements, which include the funds received under the March 2024 PIPE, will be sufficient to fund its operations for at least one year from the issuance date of these financial statements. However, the conversion of the Redeemable Convertible Preferred Shares that was issued in connection with the March 2024 PIPE and the Acquisition is subject to stockholder approval and obtaining such approval is not guaranteed. If such approval is not received, the Company may be required to redeem the Redeemable Convertible Preferred Shares at its fair value. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that may result from the outcome of such circumstances. D. Merger Agreement On March 6, 2024, the Company, entered into the Merger Agreement with BTX Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), BTX Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and APT. Pursuant to the Merger Agreement, First Merger Sub merged with and into APT, with APT being the surviving corporation and becoming a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, APT merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity. APT was a U.S.-based privately-held, clinical-stage biotechnology company pioneering the development of phage-based therapies to combat bacterial infection. As a result of the Acquisition, the Company is expected to have a pipeline that includes two Phase 2 assets each aimed at treating serious infections with unmet medical needs. On March 15, 2024, the effective time of the Acquisition (the “Closing Date”), APT’s former stockholders were issued an aggregate of 9,164,968 shares of the Company’s Common Stock, 40,470 Redeemable Convertible Preferred Shares and Warrants to purchase up to an aggregate of 2,166,497 shares of the Company Common Stock (“Merger Warrants”). Each share of Redeemable Convertible Preferred Shares is convertible into an aggregate of 1,000 shares of Common Stock. The Merger Warrants will be exercisable at any time after the date of the receipt of BiomX stockholder approval at an exercise price of $5.00 per share and will expire on January 28, 2027. In the event the Redeemable Convertible Preferred Shares are not converted by the earlier to occur of (i) the time that meeting of BiomX stockholders is ultimately concluded or (ii) five months after the initial issuance of the Redeemable Convertible Preferred Shares, the Company may be required to pay to each holder of the Redeemable Convertible Preferred Shares an amount in cash equal to the fair value of the Redeemable Convertible Preferred Shares. The Redeemable Convertible Preferred Shares are classified as temporary equity in accordance with the provisions of ASC 480-10-S99, as they include clauses that could constitute redemption clauses that are outside of the Company’s control. The Merger Warrants are classified as equity, as they are indexed to the Company’s own shares and meet the classification requirements for stockholders’ equity classification under ASC 815-40. Concurrently with the consummation of the Acquisition, the Company entered into a securities purchase agreement with certain investors, for aggregate gross proceeds of $50,000. See note 9A for further information. Immediately following the Acquisition, and without taking into account the PIPE Preferred Shares and the Private Placement Warrants as described in note 9A, the Company’s stockholders prior to the Acquisition owned approximately 55% of the Company and APT’s stockholders prior to the Acquisition owned approximately 45% of the Company on a diluted basis The Acquisition was accounted in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations,” using the acquisition method of accounting. The Company was identified as the accounting acquirer, based on the evaluation of the following facts and circumstances: ● Pursuant to the Merger Agreement, the post- Acquisition board of directors of the Company consisted of seven directors, out of which the Company designated four board seats, with the Company’s chair of the board prior to the Acquisition continuing in his position, i.e. the majority of the post-closing board was designated by the Company. ● The Chief Executive Officer and the majority of management roles are held by individuals who were affiliated with the Company prior to the Acquisition. The Acquisition-related transaction costs are accounted for as expenses in the period in which the costs are incurred. The Company incurred transaction costs of $741 during the three months ended March 31, 2024, which were included in general and administrative expenses in the condensed consolidated statements of operations. Purchase Price Allocation The following sets forth the fair value of acquired identifiable assets and assumed liabilities of APT which includes preliminary adjustments to reflect the fair value of intangible assets acquired as of March 15, 2024: Amounts Cash and cash equivalents 509 Restricted cash 154 Other current assets 1,780 Property, plant and equipment 3,748 Operating lease right-of-use asset 7,953 IPR&D assets and Goodwill 15,788 Total assets 29,932 Trade accounts payable (3,667 ) Other accounts payable (2,595 ) Operating lease liability (7,819 ) Total liabilities (14,081 ) Total consideration 15,851 The following table summarizes the fair value of the consideration transferred to APT shareholders for the Acquisition: Amounts Common Stock 3,041 Redeemable Convertible Preferred Shares 12,610 Merger Warrants 200 15,851 The fair value of shares of Common Stock issued by the Company was determined using the Company’s closing trading price on the Closing Date adjusted by a discount for lack of marketability (“DLOM”) of 9.4% as a registration statement will be filed within 45 days. The fair value of Redeemable Convertible Preferred Shares was determined using the Company’s closing trading price on the Closing Date adjusted by a DLOM of 14.9% as the conversion of the Redeemable Convertible Preferred Shares to shares of Common Stock is subject to the stockholder approval which is expected take place in July 2024. The Company determined the fair value of the Merger Warrants using the Black-Scholes model as of the Closing Date. The main assumptions used are as follows: Three Months Ended 2024 2023 Underlying value of Common Stock ($) 0.37 - Exercise price ($) 5.0 - Expected volatility (%) 117.7 - Expected terms (years) 2.87 - Risk-free interest rate (%) 4.5 - The fair value estimate for all identifiable assets and liabilities assumed is preliminary and is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use). This preliminary fair value estimate could include assets that are not intended to be used, may be sold, or are intended to be used in a manner other than their best use. Such estimates are subject to change during the measurement period, which is not expected to exceed one year. Any adjustments identified during the measurement period will be recognized in the period in which the adjustments are determined. The Company recognized intangible assets related to the Acquisition, which consist of IPR&D valued at $15,287 using the Multi-Period Excess Earnings Method valuation method and of goodwill valued at $501. The goodwill is primarily attributed to the expected synergies from combining the operations of APT with the Company’s operations and to the assembled workforce of APT. The Company considered the criteria in ASC 350-30-35 and determined the estimated useful life of the IPR&D to be 20 years and will be amortized on a straight-line basis over its estimated useful life. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful life. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. In case the Company reduces the estimated useful life for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. These intangible assets are classified as Level 3 measurements within the fair value hierarchy. The actual APT net loss included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2024, is as follows: March 31, Net loss attributable to APT 855 The unaudited pro forma financial information below summarizes the combined results of operations for BiomX Inc. (including its wholly owned subsidiaries, BiomX Ltd. and RondinX Ltd.) and APT. The unaudited pro forma financial information includes adjustments to reflect certain business combination effects, including: acquisition-related costs incurred by both parties and reversal of certain costs incurred by BiomX Inc. which would not have been incurred had the acquisition occurred on January 1, 2023. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the Acquisition had taken place at the beginning of fiscal 2023. The following unaudited table provides certain pro forma financial information for the Company as if the Acquisition occurred on January 1, 2023: March 31, Net loss 16,720 * The pro forma amounts above are derived from historical numbers of the Company and APT. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES A. Unaudited Condensed Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments except as otherwise discussed). The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, that the Company filed with the U.S. Securities and Exchange Committee (the “SEC”) on April 4, 2024. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2023. B. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation. C. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the amounts of expenses during the reported years. The most significant estimates in the Company’s financial statements relate to accruals for research and development expenses, valuation of stock-based compensation awards, purchase price allocation related to the Acquisition and the Private Placement Warrants fair value revaluation. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. The full extent to which the Israel-Hamas war may directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are uncertain, as well as the economic impact on local, regional, national and international markets. D. Business Acquisition The Company allocates the fair value of consideration transferred in a business acquisition to the assets acquired, liabilities assumed based on their fair values at the acquisition date. Acquisition-related expenses are recognized separately from the business Acquisition and are expensed as incurred. The excess of the fair value of the consideration transferred over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as IPR&D and goodwill. The fair value of the consideration transferred may include equity securities. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. The Company includes the results of operations of the businesses that it has acquired in its consolidated results prospectively from the respective dates of Acquisition. E. Financial instruments When the Company issues freestanding instruments, it first analyzes the provisions of ASC 480, “Distinguishing Liabilities From Equity” (“ASC 480”) in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the consolidated statements of operations in each period. If the instrument is not within the scope of ASC 480, the Company further analyzes the provisions of ASC 815-10 in order to determine whether the instrument is considered indexed to the entity’s own stock and qualifies for classification within equity. When the Company issues preferred shares, it first considers the provisions of ASC 480, in order to determine whether the preferred shares should be classified as a liability. If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The Company’s Redeemable Convertible Preferred Shares are not mandatorily or currently redeemable. However, they include clauses that could constitute as redemption clauses that are outside of the Company’s control. As such, all Redeemable Convertible Preferred Shares have been presented outside of permanent equity. See note 1D and 9A for further information regarding the Redeemable Convertible Preferred Shares. When the Company issues warrants, it first considers the provisions of ASC 815-40, “Contracts in Entity’s Own Equity” (“ASC 815-40”) in order to determine whether the warrants should be classified as equity. Equity classification is permitted when warrants are indexed to the Company’s own shares and meet the classification requirements for stockholders’ equity classification under ASC 815-40. If the warrants are not within the scope of ASC 815-40, the Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the Private Placement Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the condensed consolidated statements of operations. See note 9A for further information regarding the Private Placement Warrants. F. Basic and diluted loss per share Basic loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period, fully vested warrants with no exercise price for the Company’s Common Stock and fully vested Pre-Funded Warrants for the Company’s Common Stock at an exercise price of $0.001 per share, as the Company considers these shares to be exercised for little to no additional consideration. The calculation excludes shares of Common Stock purchased by the Company and held as treasury shares. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year, plus the number of shares of Common Stock that would have been outstanding if all potentially dilutive shares of Common Stock had been issued, using the treasury stock method, in accordance with ASC 260-10, “Earnings per Share.” Potentially dilutive shares of Common Stock were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its Redeemable Convertible Preferred Shares to be participating securities as the holders of the Redeemable Convertible Preferred Shares would be entitled to dividends that would be distributed to the holders of Common Stock, on a pro-rata basis assuming conversion of all Redeemable Convertible Preferred Shares into shares of Common Stock. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities. G. Intangible Assets Goodwill Goodwill reflects the excess of the consideration transferred at the business combination date over the fair values of the identifiable net assets acquired. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The primary items that generate goodwill include the value of the synergies between the acquired company and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. ASC 350, “ Intangibles—Goodwill and Other” The Company’s goodwill is tested for impairment at least on an annual basis, on the last day of the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. When necessary, the Company records charges for impairments of goodwill for the amount by which the carrying amount of the respective reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Intangible assets The definite life intangible asset is amortized using the straight-line method over its estimated period of useful life. Amortization of the technology acquired is recorded under research and development expenses in the condensed consolidated statements of operations. H. Recent Accounting Standards Recently issued accounting pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280, “Segment Reporting”. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company adopted the guidance on January 1, 2024, and concluded that its adoption did not have a material effect on the Company’s financial position or results of operations. Recently issued accounting pronouncements, not yet adopted In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levelling during the three months ended March 31, 2024 and year ended December 31, 2023. The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy: March 31, 2024 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 37,124 - - 37,124 Foreign exchange contracts receivable 99 - 99 37,124 99 - 37,223 Liabilities: Contingent consideration 153 153 Private Placement Warrants 36,755 36,755 - 36,908 36,908 December 31, 2023 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 11,377 - - 11,377 Foreign exchange contracts receivable 256 - 256 11,377 256 - 11,633 Liabilities: Contingent consideration - - 155 155 - - 155 155 The changes in the fair value of the Company’s Level 3 financial liabilities, which are measured on a recurring basis are as follows: Three Months Ended Three Months Ended Beginning balance - - Private Placement Warrants 28,745 - Revaluation recorded in financial expense 8,010 - Ending balance 36,755 - Financial instruments with carrying values approximating fair value include cash and cash equivalents, restricted cash, short-term deposits, other current assets, trade accounts payable and other accounts payable, due to their short-term nature. The Company determined the fair value of the liabilities for the contingent consideration based on a probability discounted cash flow analysis. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent consideration is based on several factors, such as: the attainment of future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for treatment of primary sclerosing cholangitis. The discount rate applied ranged from 3.60% to 4.4%. The contingent consideration is evaluated quarterly, or more frequently, if circumstances dictate. Changes in the fair value of contingent consideration are recorded in consolidated statements of operations. Significant changes in unobservable inputs, mainly the probability of success and cash flows projected, could result in material changes to the contingent consideration liability. Changes in contingent consideration for the three months ended March 31, 2024 and March 31, 2023, resulted from the passage of time and discount rate revaluation. The Company uses foreign exchange contracts (mainly option and forward contracts) to hedge cash flows from currency exposure. These foreign exchange contracts are not designated as hedging instruments for accounting purposes. In connection with these foreign exchange contracts, the Company recognizes gains or losses that offset the revaluation of the cash flows also recorded under financial expenses (income), net in the condensed consolidated statements of operations. As of March 31, 2024, the Company had outstanding foreign exchange contracts for the exchange of USD to NIS in the amount of approximately $1,711 with a fair value asset of $99. As of December 31, 2023, the Company had outstanding foreign exchange contracts for the exchange of USD to NIS in the amount of approximately $4,136 with a fair value asset of $256. The Company determined the fair value of the liabilities for the Private Placement Warrants using the Black-Scholes model, a Level 3 measurement, within the fair value hierarchy. The main assumptions used are as follows: Three Months Ended 2024 2023 Underlying value of Common Stock ($) 0.37-0.45 - Exercise price ($) 0.23 - Expected volatility (%) 117.7-117.8 - Expected terms (years) 2.3-2.25 - Risk-free interest rate (%) 4.5-4.6 - |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS March 31, December 31, Government institutions 120 66 Prepaid insurance 119 505 Other prepaid expenses 362 128 Grants receivables 2,241 574 Other 144 495 Other current assets 2,986 1,768 |
Other Accounts Payable
Other Accounts Payable | 3 Months Ended |
Mar. 31, 2024 | |
Other Accounts Payable [Abstract] | |
OTHER ACCOUNTS PAYABLE | NOTE 5 – OTHER ACCOUNTS PAYABLE March 31, December 31, Employees and related institutions 2,197 1,852 Accrued expenses 2,393 1,289 Government institutions 663 175 Prepaid sublease income 28 28 Severance related to former employees of APT 526 - Other 229 - 6,036 3,344 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | NOTE 6 – LEASES On August 9, 2019, APT entered into a lease agreement (the “Lease Agreement”) with ARE-708 Quince Orchard, LLC (the “Landlord”), for office and lab spaces in Gaithersburg, Maryland starting on September 1, 2019. Over the course of years, APT and the Landlord amended the Lease Agreement in order to expand the square footage and to extend the lease period until November 28, 2034. The agreement included 49,625 square feet of area. The monthly lease payments under the lease agreement are approximately $255. On March 5, 2024, in connection with the Acquisition, APT and the Landlord, signed an amendment to the lease agreement. Pursuant to the amendment, the leased area will be decreased to 25,894 square feet (the “Remaining Area”), effective as of December 31, 2024. Following the amendment, the revised monthly lease payments will be approximately $134. In exchange, APT was required to pay a relinquished premises fee in an amount equal to $1,500 within 10 business days following March 15, 2024 (the “Amendment Effective Date”). In addition, the Company issued the Landlord 250,000 warrants to purchase up to an aggregate of 250,000 shares of the Company’s Common Stock at an exercise price of $5.00 per share. The warrants will become exercisable at any time after the date of the receipt of BiomX stockholder approval and will expire on January 28, 2027. The amendment also included a one-time option to early terminate the lease agreement on February 28, 2029 with respect to the Remaining Area under certain terms. The execution of the early termination will require APT to pay a termination fee of $3,000. APT accounted for the decreased leased area and the termination option as a modification as it continues to use the area for a period of time after the termination. The modification occurred before the Acquisition as APT signed the amendment before the Closing Date but was contingent upon the Acquisition. The operating lease right-of-use assets and operating lease liabilities contemplate the termination option. Lease expenses recorded in the condensed statements of operations were $593 and $315 for the three months ended March 31, 2024 and 2023, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES A. In March 2021, the IIA approved two new applications in relation to the Company’s cystic fibrosis product candidate for an aggregate budget of NIS 10,879 (approximately $3,286) and for the Company’s product candidate for Inflammatory Bowel Disease (“IBD”) and Primary Sclerosing Cholangitis for an aggregate revised budget of NIS 6,753 (approximately $2,118). The IIA committed to fund 30% of the approved budgets. The programs are for the period beginning January 2021 through December 2021. Through March 31, 2024, the Company received NIS 5,289 (approximately $1,622) from the IIA and does not expect to receive additional funds with respect to these programs. In August 2021, the IIA approved an application that supports upgrading the Company’s manufacturing capabilities for an aggregate budget of NIS 5,737 (approximately $1,778). The IIA committed to fund 50% of the approved budget. The program was for the period beginning July 2021 through June 2022. The program does not bear royalties. Through March 31, 2024, the Company received NIS 1,912 (approximately $577) from the IIA with respect to this program. In March 2022, the IIA approved an application for a total budget of NIS 13,004 (approximately $4,094) in relation to the Company’s cystic fibrosis product candidate. The IIA committed to fund 30% of the approved budget. The program was for the period beginning January 2022 through December 2022. Through March 31, 2024, the Company received NIS 1,365 (approximately $395) from the IIA with respect to this program. In March 2023, the IIA approved an application for a total budget of NIS 11,283 (approximately $3,164) in relation to the Company’s cystic fibrosis product candidate. The IIA committed to fund 30% of the approved budget. The program was for the period beginning January 2023 through December 2023. Through March 31, 2024, the Company received NIS 2,783 (approximately $768) from the IIA with respect to this program. According to the agreement with the IIA, excluding the August 2021 program, BiomX Israel will pay royalties of 3% to 3.5% of future sales up to an amount equal to the accumulated grant received including annual interest of LIBOR linked to the USD. Starting January 2024, the IIA has notified that the interest has changed to the 12-month Secured Overnight Financing Rate (“SOFR”) as published on the first trading day of each calendar year. BiomX Israel may be required to pay additional royalties upon the occurrence of certain events as determined by the IIA, that are within the control of BiomX Israel. No such events have occurred or were probable of occurrence as of the balance sheet date with respect to these royalties. Repayment of the grant is contingent upon the successful completion of the BiomX Israel’s R&D programs and generating sales. BiomX Israel has no obligation to repay these grants if the R&D program fails, is unsuccessful or aborted or if no sales are generated. The Company had not yet generated sales as of March 31, 2024; therefore, no liability was recorded in these condensed consolidated financial statements. IIA grants are recorded as a reduction of R&D expenses, net. Through March 31, 2024, total grants approved from the IIA aggregated to approximately $9,353 (NIS 32,068). Through March 31, 2024, the Company had received an aggregate amount of $8,003 (NIS 27,423) in the form of grants from the IIA. Total grants subject to royalties’ payments aggregated to approximately $7,413. As of March 31, 2024, BiomX Israel had a contingent obligation to the IIA in the amount of approximately $8,033 including annual interest of SOFR applicable to dollar deposits. B. In August 2019, APT was awarded $9,638 from the U.S. Army Medical Research Acquisition Activity (“USAMRAA”) and the U.S. Army Medical Research & Development Command (“USAMRDC”) to advance personalized phage therapy from niche to broad use. This award is intended to lay the groundwork for rapid advancement of personalized phage therapy to commercialization for the variety of clinical indications and bacterial pathogens representing un-met needs with a focus on infections with significant military relevance. The competitive award was granted by USAMRAA and USAMRDC in collaboration with the Medical Technology Enterprise Consortium (“MTEC”), a 501(c)(3) biomedical technology consortium working in partnership with the Department of Defense. Under the cost reimbursement contract, MTEC reimburses APT for approved incurred costs that are based upon the achievement of certain milestones for conduct and completion of a Phase 1/2 study utilizing APT’s PhageBank to treat patients with urinary tract infections (“UTIs”). Over the course of years, APT entered into certain modifications to the contract to include additional activities for APT’s UTI program and perform pre-clinical activities to advance the Diabetic Foot Ulcer clinical program, as well as to include activities to advance potential bacteriophage-based vaccines against COVID-19, for a total contract value of $36,214. In conjunction with this agreement, APT is subject to a royalty assessment fee of an amount equal to 3% of the total funded value of the research project award. No liability was recorded in these condensed consolidated statements. During the period between the Acquisition and March 31, 2024, APT recorded $196 as a reduction of R&D expenses, net. C. On June 23, 2022 (“Effective Date”), BiomX Israel entered into a research collaboration agreement with Boehringer Ingelheim International GmbH (“BI”) for a collaboration to identify biomarkers for IBD. Under the agreement, BiomX Israel is eligible to receive fees totaling $1,411 to cover costs to be incurred by BiomX Israel in conducting the research plan under the collaboration. The fees were paid in four installments according to certain activities under the agreement. In December 2023, the Company completed its obligations with respect to this agreement and the last installment of $211 was received on January 18, 2024. The consideration is recorded as a reduction of R&D expenses, net in the condensed consolidated statements of operations according to the input model method on a cost-to-cost basis. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt [Abstract] | |
LONG-TERM DEBT | NOTE 8 – LONG-TERM DEBT On August 16, 2021 (the “Closing Date”), the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), with respect to a venture debt facility. Under the Loan Agreement, $15,000 was advanced to the Company on the date the Loan Agreement was executed. The Company was required to make interest only payments through March 1, 2023, and started to then repay the principal balance and interest in equal monthly installments through September 1, 2025. The Loan Agreement provided that the Company could prepay advances under the Loan Agreement, in whole or in part, at any time subject to a prepayment charge equal to 1.0% after 24 months but prior to 36 months following the Closing Date Upon prepayment or repayment of all or any of the term loans under the Term Loan Facility, the Company is required to pay an end of term charge (“End of Term Charge”) equal to 6.55% of the total aggregate amount of the term loans being prepaid or repaid. On March 19, 2024, the Company prepaid the entire balance under the Term Loan Facility in a total of $10,428. The prepayment included the End of Term Charge of $983 and accrued interest of $69. The Company received from Hercules a waiver regarding the prepayment charge that should have been 1% out of the prepaid principal amount that equals to $94. Interest expense relating to the term loan, which is included in interest expense in the condensed statements of operations was $850 and $565 for the three months ended March 31, 2024 and March 31, 2023, respectively. |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 9 – STOCKHOLDERS EQUITY A. Share Capital: Private Investment in Public Equity: On February 22, 2023, the Company entered into a Securities Purchase Agreement to issue and sell an aggregate of 15,997,448 shares of its Common Stock and 14,610,714 pre-funded warrants (the “Pre-Funded Warrants”) at a price of $0.245 per share and $0.244 per Pre-Funded Warrant in the PIPE. The net proceeds from the PIPE were approximately $7,152, after deducting issuance costs of $333. As of March 31, 2024, 4,778,265 Pre-Funded Warrants were exercised into 4,778,265 shares of Common Stock for total consideration of $5 at an exercise price of $0.001 per share of Common Stock. On March 15, 2024, in connection with the Acquisition, the Company issued to APT’s former stockholders 9,164,968 shares of the Company’s Common Stock, 40,470 Redeemable Convertible Preferred Shares and 2,166,497 Merger Warrants. See note 1D for further information. Concurrently with the consummation of the Acquisition as described in note 1D, the Company entered into the March 2024 PIPE, pursuant to which such investors purchased an aggregate of 216,417 Redeemable Convertible Preferred Shares (“PIPE Preferred Shares”) and Private Placement Warrants to purchase up to an aggregate of 108,208,500 shares of the Company’s Common Stock, at a combined price of $231.10 per share. The PIPE Preferred Shares and the Private Placement Warrants were issued in a private placement pursuant to an exemption from registration requirements under the Securities Act for aggregate gross proceeds of $50,000. Each Private Placement Warrant’s exercise price equals to $0.2311, subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, will become exercisable at any time after the date of the receipt of BiomX stockholder approval and will expire within two years after the approval date. Under certain circumstances, the Company may be required to pay to each holder of the Private Placement Warrants (i) an amount in cash equal to the holder’s total purchase price for the shares of Common Stock purchased (the “Buy-In Price”) or credit such holder’s balance account with the Depository Trust Company (“DTC”) for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to such holder a certificate or certificates representing such shares of Common Stock or credit such holder’s balance account with DTC, as applicable, and pay cash to such holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) Weighted Average Price (as defined in the Private Placement Warrant) on the trading day immediately preceding the exercise date. The Company accounted for the Private Placement Warrants as liabilities as the Private Placement Warrants are not considered indexed to the entity’s own stock based on the provision of ASC 815. The Private Placement Warrants will be measured at fair value at inception and in subsequent reporting periods with changes in fair value recognized in the condensed consolidated statements. The terms of the PIPE Preferred Shares are substantially the same as those of the Redeemable Convertible Preferred Shares issued under the Acquisition and were accounted for as temporary equity. See note 1D for further information. In connection therewith, the Company issued warrants to purchase shares of the Company’s Common Stock to the Placement Agents (the “Agents Warrants”). See Note 9B for further information. The Company allocated the total consideration from the issuance of the 2024 March PIPE first to the fair value of the Private Placement Warrants and then to the PIPE Preferred Shares. The Company had transaction costs of approximately $3,317 out of which $1,273 are Stock-Based Compensation due to issuance of the Agents Warrants. The transaction costs were allocated in the same manner as the consideration. Issuance costs which were allocated to the PIPE Preferred Shares were $1,410 and deducted from Redeemable Convertible Preferred Shares, and issuance costs that were allocated to the Private Placement Warrants were $1,907 and were expensed immediately. At-the-market Sales Agreement: In December 2023, pursuant to a registration statement on Form S-3 declared effective by the SEC on January 2, 2024, the Company entered into an At the Market Offering Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may issue and sell shares of Common Stock having an aggregate offering price of up to $7,500 from time to time through Wainwright. During the three months ended March 31, 2024, the Company sold 75,179 shares of Common Stock under this agreement, at an average price of $0.271 per share, raising aggregate net proceeds of approximately $19, after deducting an aggregate commission of $1. Preferred Stock: The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors (the “Board”). On March 15, 2024, the Company issued 40,470 and 216,417 Redeemable Convertible Preferred Shares, par value $0.0001 per share, as part of the Acquisition and the March 2024 PIPE, respectively. See note 1D and 9A for further information. Warrants: As of March 31, 2024, the Company had the following outstanding warrants to purchase Common Stock issued to stockholders: Warrant Issuance Date Expiration Exercise Number of Public Warrants IPO (December 13, 2018) October 28, 2024 11.50 3,500,000 2021 Registered Direct Offering Warrants SPA (July 28, 2021) January 28, 2027 5.00 2,812,501 Pre-Funded Warrants February 27, 2023 - 0.001 1,869,755 Pre-Funded Warrants May 4, 2023 - 0.001 7,962,694 Merger Warrants March 15, 2024 January 28, 2027 5.00 2,166,497 Private Placement Warrants March 15, 2024 Two years after the stockholder approval 0.2311 108,208,500 Agents Warrants March 15, 2024 Two years after the stockholder approval 0.2311 9,523,809 136,043,756 B. Stock-based Compensation: On March 15, 2024, the Company issued 9,523,809 Agents Warrants to purchase up to an aggregate of 9,523,809 shares of the Company’s Common Stock to the Placement Agents in connection with the March 2024 PIPE. The exercise price of the Agents Warrants is $0.2311 per share and will become exercisable at any time after the date of the receipt of BiomX stockholder approval and will expire within two years after the approval date. The Company accounted for the Agents Warrants under the scope of ASC 718-10 “Stock-Based Payment”, (“ASC 718-10”), and treated them as issuance costs of the March 2024 PIPE as the Company considers these Warrants as consideration for receipt of Private Placement Services. The Company determined the fair value of the Agents Warrants using the Black-Scholes model as of March 5, 2024. The main assumptions used are as follows: Three Months Ended 2024 2023 Underlying value of Common Stock ($) 0.23 - Exercise price ($) 0.23 - Expected volatility (%) 100.6 - Expected terms (years) 2.32 - Risk-free interest rate (%) 4.4 - A summary of options granted to purchase the Company’s Common Stock under the Company’s share option plans is as follows: For the Three Months Ended Number of Weighted Aggregate Outstanding at the beginning of period 5,280,711 $ 0.54 $ 72 Granted - $ - Forfeited (87,363 ) $ 0.37 Expired - - Exercised - $ - Outstanding at the end of period 5,193,348 0.54 $ 587 Exercisable at the end of period 3,249,620 0.57 Weighted average remaining contractual life of outstanding options – years as of March 31, 2024 6.42 Warrants: As of March 31, 2024, the Company had the following outstanding compensation related warrants to purchase Common Stock: Warrant Issuance Expiration Exercise Number of Private Warrants issued to scientific founders November 27, 2017 - 2,974 Landlord Warrants* March 15, 2024 January 28, 2027 5.00 250,000 252,974 (*) See note 6. The following table sets forth the total stock-based payment expenses resulting from options granted, included in the statements of operations: Three Months Ended 2024 2023 Research and development expenses, net 65 87 General and administrative 112 88 177 175 |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Basic and Diluted Loss Per Share [Abstract] | |
BASIC AND DILUTED LOSS PER SHARE | NOTE 10 – BASIC AND DILUTED LOSS PER SHARE Basic loss per share is computed on the basis of the net loss for the period divided by the weighted average number of shares of Common Stock outstanding during the period, fully vested warrants with no exercise price for the Company’s Common Stock and fully vested Pre-Funded Warrants for the Company’s Common Stock at an exercise price of $0.001 per share, as the Company considers these shares to be exercised for little to no additional consideration. As of March 31, 2024, the basic loss per share calculation included a weighted average number of 2,974 of fully vested warrants and 9,832,449 of fully vested Pre-Funded Warrants. As of March 31,2023, the basic loss per share calculation included a weighted average number of 2,776,429 of fully vested Pre-Funded Warrants. Diluted loss per share is based upon the weighted average number of shares of Common Stock and of potential shares of Common Stock outstanding when dilutive. Potential shares of Common Stock equivalents include outstanding stock options and warrants, which are included under the treasury stock method when dilutive. The calculation of diluted loss per share for the three months ended March 31, 2024 does not include 5,193,348, 126,461,307, 2,000,000 and 256,887,000 of shares underlying options, shares underlying warrants, contingent shares and Redeemable Convertible Preferred Shares, respectively, because the effect would be anti-dilutive. |
Events During the Period
Events During the Period | 3 Months Ended |
Mar. 31, 2024 | |
Events During the Period [Abstract] | |
EVENTS DURING THE PERIOD | NOTE 11 – EVENTS DURING THE PERIOD On March 21, 2024, RondinX signed an agreement with the Israeli tax authority in respect to an assessment for the years 2018-2022. The agreement concluded that RondinX’s IP and employees were transferred to BiomX Israel on the acquisition date. As a result, RondinX had a capital gain equal to its carryforward losses of $2,785 (NIS 10,036) and no further payment will be required. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On May 9, 2024, the Company received a payment of $1,617 from MTEC as part of the reimbursement of approved incurred costs between December 2023 and February 2024. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies [Abstract] | |
Unaudited Condensed Financial Statements | A. Unaudited Condensed Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments except as otherwise discussed). The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, that the Company filed with the U.S. Securities and Exchange Committee (the “SEC”) on April 4, 2024. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2023. |
Principles of Consolidation | B. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation. |
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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the amounts of expenses during the reported years. The most significant estimates in the Company’s financial statements relate to accruals for research and development expenses, valuation of stock-based compensation awards, purchase price allocation related to the Acquisition and the Private Placement Warrants fair value revaluation. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. The full extent to which the Israel-Hamas war may directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are uncertain, as well as the economic impact on local, regional, national and international markets. |
Business Acquisition | D. Business Acquisition The Company allocates the fair value of consideration transferred in a business acquisition to the assets acquired, liabilities assumed based on their fair values at the acquisition date. Acquisition-related expenses are recognized separately from the business Acquisition and are expensed as incurred. The excess of the fair value of the consideration transferred over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as IPR&D and goodwill. The fair value of the consideration transferred may include equity securities. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. The Company includes the results of operations of the businesses that it has acquired in its consolidated results prospectively from the respective dates of Acquisition. |
Financial instruments | E. Financial instruments When the Company issues freestanding instruments, it first analyzes the provisions of ASC 480, “Distinguishing Liabilities From Equity” (“ASC 480”) in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the consolidated statements of operations in each period. If the instrument is not within the scope of ASC 480, the Company further analyzes the provisions of ASC 815-10 in order to determine whether the instrument is considered indexed to the entity’s own stock and qualifies for classification within equity. When the Company issues preferred shares, it first considers the provisions of ASC 480, in order to determine whether the preferred shares should be classified as a liability. If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The Company’s Redeemable Convertible Preferred Shares are not mandatorily or currently redeemable. However, they include clauses that could constitute as redemption clauses that are outside of the Company’s control. As such, all Redeemable Convertible Preferred Shares have been presented outside of permanent equity. See note 1D and 9A for further information regarding the Redeemable Convertible Preferred Shares. When the Company issues warrants, it first considers the provisions of ASC 815-40, “Contracts in Entity’s Own Equity” (“ASC 815-40”) in order to determine whether the warrants should be classified as equity. Equity classification is permitted when warrants are indexed to the Company’s own shares and meet the classification requirements for stockholders’ equity classification under ASC 815-40. If the warrants are not within the scope of ASC 815-40, the Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the Private Placement Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the condensed consolidated statements of operations. See note 9A for further information regarding the Private Placement Warrants. |
Basic and diluted loss per share | F. Basic and diluted loss per share Basic loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period, fully vested warrants with no exercise price for the Company’s Common Stock and fully vested Pre-Funded Warrants for the Company’s Common Stock at an exercise price of $0.001 per share, as the Company considers these shares to be exercised for little to no additional consideration. The calculation excludes shares of Common Stock purchased by the Company and held as treasury shares. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year, plus the number of shares of Common Stock that would have been outstanding if all potentially dilutive shares of Common Stock had been issued, using the treasury stock method, in accordance with ASC 260-10, “Earnings per Share.” Potentially dilutive shares of Common Stock were excluded from the calculation of diluted loss per share for all periods presented due to their anti-dilutive effect due to losses in each period. The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its Redeemable Convertible Preferred Shares to be participating securities as the holders of the Redeemable Convertible Preferred Shares would be entitled to dividends that would be distributed to the holders of Common Stock, on a pro-rata basis assuming conversion of all Redeemable Convertible Preferred Shares into shares of Common Stock. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities. |
Intangible Assets | G. Intangible Assets Goodwill Goodwill reflects the excess of the consideration transferred at the business combination date over the fair values of the identifiable net assets acquired. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The primary items that generate goodwill include the value of the synergies between the acquired company and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. ASC 350, “ Intangibles—Goodwill and Other” The Company’s goodwill is tested for impairment at least on an annual basis, on the last day of the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. When necessary, the Company records charges for impairments of goodwill for the amount by which the carrying amount of the respective reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Intangible assets The definite life intangible asset is amortized using the straight-line method over its estimated period of useful life. Amortization of the technology acquired is recorded under research and development expenses in the condensed consolidated statements of operations. |
Recent Accounting Standards | H. Recent Accounting Standards Recently issued accounting pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280, “Segment Reporting”. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company adopted the guidance on January 1, 2024, and concluded that its adoption did not have a material effect on the Company’s financial position or results of operations. Recently issued accounting pronouncements, not yet adopted In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. |
General (Tables)
General (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
General [Abstract] | |
Schedule of Fair Value Acquired Identifiable Assets And Assumed Liabilities | The following sets forth the fair value of acquired identifiable assets and assumed liabilities of APT which includes preliminary adjustments to reflect the fair value of intangible assets acquired as of March 15, 2024: Amounts Cash and cash equivalents 509 Restricted cash 154 Other current assets 1,780 Property, plant and equipment 3,748 Operating lease right-of-use asset 7,953 IPR&D assets and Goodwill 15,788 Total assets 29,932 Trade accounts payable (3,667 ) Other accounts payable (2,595 ) Operating lease liability (7,819 ) Total liabilities (14,081 ) Total consideration 15,851 |
Schedule of Fair Value of the Consideration Transferred to APT Shareholders Acquisition | The following table summarizes the fair value of the consideration transferred to APT shareholders for the Acquisition: Amounts Common Stock 3,041 Redeemable Convertible Preferred Shares 12,610 Merger Warrants 200 15,851 |
Schedule of Fair Value of Merger Warrants | The Company determined the fair value of the Merger Warrants using the Black-Scholes model as of the Closing Date. The main assumptions used are as follows: Three Months Ended 2024 2023 Underlying value of Common Stock ($) 0.37 - Exercise price ($) 5.0 - Expected volatility (%) 117.7 - Expected terms (years) 2.87 - Risk-free interest rate (%) 4.5 - |
Schedule of Condensed Consolidated Statements of Operations | The actual APT net loss included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2024, is as follows: March 31, Net loss attributable to APT 855 |
Schedule of Pro Forma Financial Information | The following unaudited table provides certain pro forma financial information for the Company as if the Acquisition occurred on January 1, 2023: March 31, Net loss 16,720 * The pro forma amounts above are derived from historical numbers of the Company and APT. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Our Financial Assets and Liabilities | The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy: March 31, 2024 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 37,124 - - 37,124 Foreign exchange contracts receivable 99 - 99 37,124 99 - 37,223 Liabilities: Contingent consideration 153 153 Private Placement Warrants 36,755 36,755 - 36,908 36,908 December 31, 2023 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents: Money market funds 11,377 - - 11,377 Foreign exchange contracts receivable 256 - 256 11,377 256 - 11,633 Liabilities: Contingent consideration - - 155 155 - - 155 155 |
Schedule of Fair Value Level 3 financial liabilities | The changes in the fair value of the Company’s Level 3 financial liabilities, which are measured on a recurring basis are as follows: Three Months Ended Three Months Ended Beginning balance - - Private Placement Warrants 28,745 - Revaluation recorded in financial expense 8,010 - Ending balance 36,755 - |
Schedule of Fair Value of the Liabilities for the Private Placement Warrants | The main assumptions used are as follows: Three Months Ended 2024 2023 Underlying value of Common Stock ($) 0.37-0.45 - Exercise price ($) 0.23 - Expected volatility (%) 117.7-117.8 - Expected terms (years) 2.3-2.25 - Risk-free interest rate (%) 4.5-4.6 - |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets | March 31, December 31, Government institutions 120 66 Prepaid insurance 119 505 Other prepaid expenses 362 128 Grants receivables 2,241 574 Other 144 495 Other current assets 2,986 1,768 |
Other Accounts Payable (Tables)
Other Accounts Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Accounts Payable [Abstract] | |
Schedule of Other Accounts Payable | March 31, December 31, Employees and related institutions 2,197 1,852 Accrued expenses 2,393 1,289 Government institutions 663 175 Prepaid sublease income 28 28 Severance related to former employees of APT 526 - Other 229 - 6,036 3,344 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders Equity [Abstract] | |
Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders | As of March 31, 2024, the Company had the following outstanding warrants to purchase Common Stock issued to stockholders: Warrant Issuance Date Expiration Exercise Number of Public Warrants IPO (December 13, 2018) October 28, 2024 11.50 3,500,000 2021 Registered Direct Offering Warrants SPA (July 28, 2021) January 28, 2027 5.00 2,812,501 Pre-Funded Warrants February 27, 2023 - 0.001 1,869,755 Pre-Funded Warrants May 4, 2023 - 0.001 7,962,694 Merger Warrants March 15, 2024 January 28, 2027 5.00 2,166,497 Private Placement Warrants March 15, 2024 Two years after the stockholder approval 0.2311 108,208,500 Agents Warrants March 15, 2024 Two years after the stockholder approval 0.2311 9,523,809 136,043,756 |
Schedule of Fair Value Of The Agents Warrants Using The Black-Scholes Model | Three Months Ended 2024 2023 Underlying value of Common Stock ($) 0.23 - Exercise price ($) 0.23 - Expected volatility (%) 100.6 - Expected terms (years) 2.32 - Risk-free interest rate (%) 4.4 - |
Schedule of Options Granted to Purchase | A summary of options granted to purchase the Company’s Common Stock under the Company’s share option plans is as follows: For the Three Months Ended Number of Weighted Aggregate Outstanding at the beginning of period 5,280,711 $ 0.54 $ 72 Granted - $ - Forfeited (87,363 ) $ 0.37 Expired - - Exercised - $ - Outstanding at the end of period 5,193,348 0.54 $ 587 Exercisable at the end of period 3,249,620 0.57 Weighted average remaining contractual life of outstanding options – years as of March 31, 2024 6.42 |
Schedule of Outstanding Compensation Related Warrants to Purchase Common Stock | As of March 31, 2024, the Company had the following outstanding compensation related warrants to purchase Common Stock: Warrant Issuance Expiration Exercise Number of Private Warrants issued to scientific founders November 27, 2017 - 2,974 Landlord Warrants* March 15, 2024 January 28, 2027 5.00 250,000 252,974 (*) See note 6. |
Schedule of Stock-Based Payment Expenses | The following table sets forth the total stock-based payment expenses resulting from options granted, included in the statements of operations: Three Months Ended 2024 2023 Research and development expenses, net 65 87 General and administrative 112 88 177 175 |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 15, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
General [Line Items] | |||
Shares received | 216,417 | ||
Preferred stock, par value | $ 0.0001 | ||
Incurred accumulated deficit | $ (180,297) | $ (162,970) | |
Expiration term | Jan. 28, 2027 | ||
Aggregate gross proceeds | 50,000 | ||
Transaction costs | $ 741 | ||
Percentage of discount for lack of marketability | 9.40% | ||
Goodwill value | $ 15,788 | ||
Estimated useful life | 20 years | ||
Private Placement Warrants [Member] | |||
General [Line Items] | |||
Share issued | 108,208,500 | ||
March 2024 PIPE [Member] | |||
General [Line Items] | |||
Proceeds from PIPE investment | $ 50,000 | ||
Merger Warrants [Member] | |||
General [Line Items] | |||
Share issued | 2,166,497 | ||
Multi-Period Excess Earnings Method (“MPEEM”) [Member] | |||
General [Line Items] | |||
Intangible assets | $ 15,287 | ||
Goodwill value | $ 501 | ||
APT’s Stockholders [Member] | |||
General [Line Items] | |||
Merger owned percentage | 45% | ||
APT’s Stockholders [Member] | Private Placement Warrants [Member] | |||
General [Line Items] | |||
Merger owned percentage | 55% | ||
Convertible Preferred Stock [Member] | |||
General [Line Items] | |||
Share issued | 40,470 | ||
Redeemable Convertible Preferred Stock [Member] | |||
General [Line Items] | |||
Percentage of discount for lack of marketability | 14.90% | ||
Preferred Stock [Member] | Convertible Preferred Stock [Member] | |||
General [Line Items] | |||
Preferred stock, par value | $ 0.0001 | ||
Common Stock [Member] | |||
General [Line Items] | |||
Shares received | 9,164,968 | ||
Share issued | 9,164,968 | ||
Conversion of stock, shares converted | 1,000 | ||
Exercise price per share | $ 5 | $ 0.001 |
General (Details) - Schedule of
General (Details) - Schedule of Fair Value Acquired Identifiable Assets And Assumed Liabilities - Purchase Price Allocation [Member] $ in Thousands | Mar. 15, 2024 USD ($) |
General (Details) - Schedule of Fair Value Acquired Identifiable Assets And Assumed Liabilities [Line Items] | |
Cash and cash equivalents | $ 509 |
Restricted cash | 154 |
Other current assets | 1,780 |
Property, plant and equipment | 3,748 |
Operating lease right-of-use asset | 7,953 |
IPR&D assets and Goodwill | 15,788 |
Total assets | 29,932 |
Trade accounts payable | (3,667) |
Other accounts payable | (2,595) |
Operating lease liability | (7,819) |
Total liabilities | (14,081) |
Total consideration | $ 15,851 |
General (Details) - Schedule _2
General (Details) - Schedule of Fair Value of the Consideration Transferred to APT Shareholders Acquisition - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Fair Value of the Consideration Transferred to APT Shareholders Acquisition [Abstract] | ||
Common Stock | $ 3,041 | |
Redeemable Convertible Preferred Shares | 12,610 | |
Merger Warrants | 200 | |
Total | $ 15,851 |
General (Details) - Schedule _3
General (Details) - Schedule of Fair Value of Merger Warrants - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Fair Value of Merger Warrants [Abstract] | ||
Underlying value of Common Stock ($) | $ 0.37 | |
Exercise price ($) | $ 5 | |
Expected volatility (%) | 117.70% | |
Expected terms (years) | 2 years 10 months 13 days | |
Risk-free interest rate (%) | 4.50% |
General (Details) - Schedule _4
General (Details) - Schedule of Condensed Consolidated Statements of Operations $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
APT [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Net loss attributable to APT | $ 855 |
General (Details) - Schedule _5
General (Details) - Schedule of Pro Forma Financial Information $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | ||
Schedule of Pro Forma Financial Information [Abstract] | ||
Net loss | $ 16,720 | [1] |
[1]The pro forma amounts above are derived from historical numbers of the Company and APT. |
Significant Accounting Polici_2
Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Significant Accounting Policies [Abstract] | |
Exercise price | $ 0.001 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value of Financial Instruments (Details) [Line Items] | ||
Foreign exchange contracts | $ 1,711 | $ 4,136 |
Fair value asset | $ 99 | $ 256 |
Minimum [Member] | ||
Fair Value of Financial Instruments (Details) [Line Items] | ||
Discount rate, percentage | 3.60% | |
Maximum [Member] | ||
Fair Value of Financial Instruments (Details) [Line Items] | ||
Discount rate, percentage | 4.40% |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of Fair Value of Our Financial Assets and Liabilities - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Cash equivalents: | ||
Money market funds | $ 37,124 | $ 11,377 |
Foreign exchange contracts receivable | 99 | 256 |
Total assets | 37,223 | 11,633 |
Liabilities: | ||
Contingent consideration | 153 | 155 |
Private Placement Warrants | 36,755 | |
Total liabilities | 36,908 | 155 |
Level 1 [Member] | ||
Cash equivalents: | ||
Money market funds | 37,124 | 11,377 |
Total assets | 37,124 | 11,377 |
Liabilities: | ||
Contingent consideration | ||
Total liabilities | ||
Level 2 [Member] | ||
Cash equivalents: | ||
Money market funds | ||
Foreign exchange contracts receivable | 99 | 256 |
Total assets | 99 | 256 |
Liabilities: | ||
Contingent consideration | ||
Total liabilities | ||
Level 3 [Member] | ||
Cash equivalents: | ||
Money market funds | ||
Foreign exchange contracts receivable | ||
Total assets | ||
Liabilities: | ||
Contingent consideration | 153 | 155 |
Private Placement Warrants | 36,755 | |
Total liabilities | $ 36,908 | $ 155 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details) - Schedule of Fair Value Level 3 financial liabilities - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Fair Value Level 3 Financial Liabilities [Abstract] | ||
Beginning balance | ||
Private Placement Warrants | 28,745 | |
Revaluation recorded in financial expense | 8,010 | |
Ending balance | $ 36,755 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Details) - Schedule of Fair Value of the Liabilities for the Private Placement Warrants - Fair Value, Inputs, Level 3 [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value of Financial Instruments (Details) - Schedule of Fair Value of the Liabilities for the Private Placement Warrants [Line Items] | ||
Underlying value of Common Stock ($) (in Dollars per share) | ||
Exercise price ($) (in Dollars per share) | $ 0.23 | |
Expected volatility (%) | ||
Expected terms (years) | ||
Risk-free interest rate (%) | ||
Minimum [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value of the Liabilities for the Private Placement Warrants [Line Items] | ||
Underlying value of Common Stock ($) (in Dollars per share) | $ 0.37 | |
Expected volatility (%) | 117.70% | |
Expected terms (years) | 2 years 3 months 18 days | |
Risk-free interest rate (%) | 4.50% | |
Maximum [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Fair Value of the Liabilities for the Private Placement Warrants [Line Items] | ||
Underlying value of Common Stock ($) (in Dollars per share) | $ 0.45 | |
Expected volatility (%) | 117.80% | |
Expected terms (years) | 2 years 3 months | |
Risk-free interest rate (%) | 4.60% |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Other Current Assets [Abstract] | ||
Government institutions | $ 120 | $ 66 |
Prepaid insurance | 119 | 505 |
Other prepaid expenses | 362 | 128 |
Grants receivables | 2,241 | 574 |
Other | 144 | 495 |
Other current assets | $ 2,986 | $ 1,768 |
Other Accounts Payable (Details
Other Accounts Payable (Details) - Schedule of Other Accounts Payable - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Other Accounts Payable [Abstract] | ||
Employees and related institutions | $ 2,197 | $ 1,852 |
Accrued expenses | 2,393 | 1,289 |
Government institutions | 663 | 175 |
Prepaid sublease income | 28 | 28 |
Severance related to former employees of APT | 526 | |
Other | 229 | |
Total | $ 6,036 | $ 3,344 |
Leases (Details)
Leases (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) m² $ / shares shares | Mar. 31, 2023 USD ($) | |
Leases [Line Items] | ||
Square feet of area (in Square Meters) | m² | 49,625 | |
Payments for rent | $ 255 | |
Decreased leased area (in Square Meters) | m² | 25,894 | |
Lease payments | $ 134 | |
Premises fee | $ 1,500 | |
Warrants issued (in Shares) | shares | 250,000 | |
Purchase of aggregate shares (in Shares) | shares | 250,000 | |
Common stock exercise price (in Dollars per share) | $ / shares | $ 5 | |
Termination fee | $ 3,000 | |
Lease expenses | $ 593 | $ 315 |
Commitments and Contingencies (
Commitments and Contingencies (Details) ₪ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Aug. 31, 2019 USD ($) | Jun. 23, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 ILS (₪) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 ILS (₪) | Aug. 31, 2021 USD ($) | Aug. 31, 2021 ILS (₪) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 ILS (₪) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 ILS (₪) | Dec. 31, 2023 USD ($) | |
Commitments and Contingencies [Line Items] | |||||||||||||
Aggregate budget | $ 3,164,000 | ₪ 11,283 | $ 4,094,000 | ₪ 13,004 | $ 1,778,000 | ₪ 5,737 | $ 3,286,000 | ₪ 10,879 | |||||
Aggregate revised budget | $ 2,118,000 | ₪ 6,753 | |||||||||||
Percentage of approved budgets | 3% | 30% | 30% | 30% | 30% | 50% | 50% | 30% | 30% | ||||
Received amount of programs | ₪ | ₪ 5,289 | ||||||||||||
Received amount | ₪ 2,783 | $ 395,000 | 1,365 | ||||||||||
Total approved grants | 9,353,000 | 32,068 | |||||||||||
Total grants received | 8,003,000 | 27,423 | |||||||||||
Total grants subject to royalties | 7,413,000 | ||||||||||||
Total contingent obligation | 8,033,000 | $ 211 | |||||||||||
Total contract value | $ 36,214,000 | ||||||||||||
Research and development expenses | 196,000 | ||||||||||||
Received fees | $ 1,411,000 | ||||||||||||
U.S. Army Medical Research Acquisition Activity (“USAMRAA”) [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Amount awarded | $ 9,638,000 | ||||||||||||
IIA [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Received amount of programs | 577,000 | ₪ 1,912 | |||||||||||
Received amount | $ 768,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Royalties rate | 3% | 3% | |||||||||||
Maximum [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Royalties rate | 3.50% | 3.50% | |||||||||||
IIA [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Received amount of programs | $ 1,622,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 19, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Aug. 16, 2021 | |
Long-Term Debt [Line Items] | ||||
Prepaid rate | 1% | 1% | ||
Interest expense the term loan amount | $ 10,428 | |||
Principal outstanding amount | 983 | |||
Prepaid principal amount | 94 | |||
Interest expense | $ 850 | |||
Long Term Debts [Member] | ||||
Long-Term Debt [Line Items] | ||||
Accrued interest | $ 69 | |||
Interest expense | $ 565 | |||
Loan Facility [Member] | ||||
Long-Term Debt [Line Items] | ||||
Prepaid rate | 6.55% | |||
First tranche [Member] | ||||
Long-Term Debt [Line Items] | ||||
Advanced amount | $ 15,000 |
Stockholders Equity (Details) -
Stockholders Equity (Details) - Part-1 - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Mar. 15, 2024 | Feb. 22, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Stockholders Equity [Line Items] | ||||||
Additional shares | 216,417 | |||||
Consideration paid (in Dollars) | $ 5 | |||||
Exercise price per share (in Dollars per share) | $ 0.001 | |||||
Share issued | 59,998,342 | 45,979,930 | ||||
Convertible prefered shares | 2,166,497 | |||||
Aggregate shares | 250,000 | |||||
Combination price (in Dollars per share) | $ 231.1 | |||||
Gross proceeds (in Dollars) | $ 50,000 | |||||
Warrant exercise price (in Dollars per share) | $ 0.2311 | |||||
Transaction cost (in Dollars) | $ 3,317 | |||||
Share based compensation (in Dollars) | 177 | $ 175 | ||||
PIPE preferred shres (in Dollars) | 1,410 | |||||
Private placement warrants (in Dollars) | $ 28,745 | |||||
Aggregate offering price | 7,500 | |||||
Sale of stock | 75,179 | |||||
Aggregate price per share (in Dollars per share) | $ 0.271 | |||||
Net proceeds (in Dollars) | $ 19 | |||||
Aggregate commision (in Dollars) | $ 1 | |||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||
Issuable share | 40,470 | |||||
Redemption convertible preferred share | 216,417 | |||||
Convertible preferred shares per share (in Dollars per share) | $ 0.0001 | |||||
Private Placement Warrants [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Aggregate warrants | 216,417 | |||||
Aggregate shares | 108,208,500 | |||||
Common Stock [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Additional shares | 9,164,968 | |||||
Exercise of Pre-Funded Warrants into shares of Common Stock | [1] | 4,778,265 | ||||
Issuance of shares | 9,164,968 | |||||
Share issued | 40,470 | |||||
Private Placement [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Additional shares | 15,997,448 | |||||
Prefunded warrant | 14,610,714 | |||||
Prefunded warrant per share (in Dollars per share) | $ 0.245 | |||||
Prefunded warrant in pipe (in Dollars per share) | $ 0.244 | |||||
Net proceeds (in Dollars) | $ 7,152 | |||||
Issuance cost (in Dollars) | $ 333 | |||||
Exercise of Pre-Funded Warrants into shares of Common Stock | 4,778,265 | |||||
Exercise share common stock | 4,778,265 | |||||
Share based compensation (in Dollars) | $ 1,273 | |||||
Private placement warrants (in Dollars) | $ 1,907 | |||||
[1] See Note 9A. |
Stockholders Equity (Details)_2
Stockholders Equity (Details) - Part-2 | 12 Months Ended | |
Mar. 15, 2024 shares | Mar. 15, 2024 $ / shares shares | |
Stockholders Equity [Line Items] | ||
Granted shares | 9,523,809 | 9,523,809 |
Securities Purchase Agreement [Member] | ||
Stockholders Equity [Line Items] | ||
Warrants purchase shares | 9,523,809 | |
Board of Directors [Member] | ||
Stockholders Equity [Line Items] | ||
Prefunded warrants exercise price (in Dollars per share) | $ / shares | $ 0.2311 | |
Vesting period term | 2 years |
Stockholders Equity (Details)_3
Stockholders Equity (Details) - Schedule of Outstanding Warrants to Purchase Common Stock Issued to Stockholders - Warrants [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Shares of Common Stock Underlying Warrants | 136,043,756 |
Public Warrants [Member] | IPO (December 13, 2018) [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | IPO (December 13, 2018) |
Expiration Date | October 28, 2024 |
Exercise Price Per Share | $ / shares | $ 11.5 |
Number of Shares of Common Stock Underlying Warrants | 3,500,000 |
2021 Registered Direct Offering Warrants [Member] | SPA (July 28, 2021) [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | SPA (July 28, 2021) |
Expiration Date | January 28, 2027 |
Exercise Price Per Share | $ / shares | $ 5 |
Number of Shares of Common Stock Underlying Warrants | 2,812,501 |
Pre-Funded Warrants [Member] | February 27, 2023 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | February 27, 2023 |
Expiration Date | |
Exercise Price Per Share | $ / shares | $ 0.001 |
Number of Shares of Common Stock Underlying Warrants | 1,869,755 |
May 4, 2023 [Member] | Pre-Funded Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | May 4, 2023 |
Expiration Date | |
Exercise Price Per Share | $ / shares | $ 0.001 |
Number of Shares of Common Stock Underlying Warrants | 7,962,694 |
Merger Warrants [Member] | March 15, 2024 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | March 15, 2024 |
Expiration Date | January 28, 2027 |
Exercise Price Per Share | $ / shares | $ 5 |
Number of Shares of Common Stock Underlying Warrants | 2,166,497 |
Private Placement Warrants [Member] | March 15, 2024 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | March 15, 2024 |
Expiration Date | Two years after the stockholder approval |
Exercise Price Per Share | $ / shares | $ 0.2311 |
Number of Shares of Common Stock Underlying Warrants | 108,208,500 |
Agents Warrants [Member] | March 15, 2024 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | March 15, 2024 |
Expiration Date | Two years after the stockholder approval |
Exercise Price Per Share | $ / shares | $ 0.2311 |
Number of Shares of Common Stock Underlying Warrants | 9,523,809 |
Stockholders Equity (Details)_4
Stockholders Equity (Details) - Schedule of Fair Value Of The Agents Warrants Using The Black-Scholes Model - Black-Scholes-Merton Model [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stockholders Equity (Details) - Schedule of Fair Value Of The Agents Warrants Using The Black-Scholes Model [Line Items] | ||
Underlying value of Common Stock ($) | $ 0.23 | |
Exercise price ($) | $ 0.23 | |
Expected volatility (%) | 100.60% | |
Expected terms (years) | 2 years 3 months 25 days | |
Risk-free interest rate (%) | 4.40% |
Stockholders Equity (Details)_5
Stockholders Equity (Details) - Schedule of Options Granted to Purchase - Stock Option [Member] | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Stockholders Equity (Details) - Schedule of Options Granted to Purchase [Line Items] | |
Number of Options, Outstanding at the beginning of period | shares | 5,280,711 |
Weighted Average Exercise Price, Outstanding at the beginning of period | $ / shares | $ 0.54 |
Aggregate Intrinsic Value, Outstanding at the beginning of period | $ | $ 72 |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of Options, Forfeited | shares | (87,363) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 0.37 |
Number of Options, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Options, Outstanding at the end of period | shares | 5,193,348 |
Weighted Average Exercise Price, Outstanding at the end of period | $ / shares | $ 0.54 |
Aggregate Intrinsic Value, Outstanding at the end of period | $ | $ 587 |
Number of Options, Exercisable at end of period | shares | 3,249,620 |
Weighted Average Exercise Price, Exercisable at the end of period | $ / shares | $ 0.57 |
Weighted average remaining contractual life of outstanding options – years as of March 31, 2024 | 6 years 5 months 1 day |
Stockholders Equity (Details)_6
Stockholders Equity (Details) - Schedule of Outstanding Compensation Related Warrants to Purchase Common Stock - Warrant [Member] | 3 Months Ended | |
Mar. 31, 2024 $ / shares shares | ||
Stockholders Equity (Details) - Schedule of Outstanding Compensation Related Warrants to Purchase Common Stock [Line Items] | ||
Number of Shares of Common Stock Underlying Warrants | 252,974 | |
Private Warrants issued to scientific founder [Member] | ||
Stockholders Equity (Details) - Schedule of Outstanding Compensation Related Warrants to Purchase Common Stock [Line Items] | ||
Issuance Date | Nov. 27, 2017 | |
Expiration Date | ||
Exercise Price Per Share | $ / shares | ||
Number of Shares of Common Stock Underlying Warrants | 2,974 | |
Landlord Warrants [Member] | ||
Stockholders Equity (Details) - Schedule of Outstanding Compensation Related Warrants to Purchase Common Stock [Line Items] | ||
Issuance Date | Mar. 15, 2024 | [1] |
Expiration Date | Jan. 28, 2027 | [1] |
Exercise Price Per Share | $ / shares | $ 5 | [1] |
Number of Shares of Common Stock Underlying Warrants | 250,000 | [1] |
[1] See note 6. |
Stockholders Equity (Details)_7
Stockholders Equity (Details) - Schedule of Stock-Based Payment Expenses - Selling, General and Administrative Expenses [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Research and development expenses, net | $ 65 | $ 87 |
General and administrative | 112 | 88 |
Total | $ 177 | $ 175 |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 15, 2024 | Mar. 31, 2023 | |
Fully Vested Warrants [Member] | |||
Basic and Diluted Loss Per Share (Details) [Line Items] | |||
Number of shares issued warrants | 2,974 | ||
Fully Vested Pre-Funded Warrants [Member] | |||
Basic and Diluted Loss Per Share (Details) [Line Items] | |||
Number of shares issued warrants | 9,832,449 | 2,776,429 | |
Underlying Options [Member] | |||
Basic and Diluted Loss Per Share (Details) [Line Items] | |||
Anti-dilutive shares | 5,193,348 | ||
Underlying Warrants [Member] | |||
Basic and Diluted Loss Per Share (Details) [Line Items] | |||
Anti-dilutive shares | 126,461,307 | ||
Contingent Shares [Member] | |||
Basic and Diluted Loss Per Share (Details) [Line Items] | |||
Anti-dilutive shares | 2,000,000 | ||
Redeemable Convertible Preferred Sares [Member] | |||
Basic and Diluted Loss Per Share (Details) [Line Items] | |||
Anti-dilutive shares | 256,887,000 | ||
Common Stock [Member] | |||
Basic and Diluted Loss Per Share (Details) [Line Items] | |||
Exercise price (in Dollars per share) | $ 0.001 | $ 5 |
Events During the Period (Detai
Events During the Period (Details) - Mar. 21, 2024 | USD ($) | ILS (₪) |
Events During the Period [Abstract] | ||
Capital gain loss carryforward | $ 2,785 | ₪ 10,036 |
Subsequent Events (Details)
Subsequent Events (Details) | May 09, 2024 USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Reimbursement of approved incurred costs | $ 1,617 |