Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 12-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | VBI VACCINES INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 20,012,760 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 704159 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $10,226,389 | $12,604,273 |
Prepaid expenses and deposits | 583,553 | 400,827 |
Government receivables | 79,235 | 33,590 |
11,061,762 | 13,172,386 | |
DEFERRED FINANCING COSTS, NET | 347,251 | 395,184 |
PROPERTY AND EQUIPMENT, NET | 136,020 | 106,500 |
INTANGIBLES, NET | 333,592 | 380,148 |
11,878,625 | 14,054,218 | |
CURRENT LIABILITIES | ||
Accounts payable | 691,121 | 650,142 |
Accrued liabilities | 412,400 | 568,535 |
Current portion of long-term debt | 600,000 | 375,000 |
1,703,521 | 1,593,677 | |
LONG-TERM DEBT, NET OF CURRENT PORTION | 1,653,862 | 1,770,374 |
3,357,383 | 3,364,051 | |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Common stock (authorized 200,000,000; issued 20,012,760; par value $0.0001) (2014 - issued 20,012,760) | 2,002 | 2,002 |
Convertible preferred stock (authorized 30,000,000; issued 2,996,482; par value $0.0001) (2014 - issued 2,996,482) | 299 | 299 |
Warrants | 1,027,000 | 1,027,000 |
Additional paid-in capital | 79,338,391 | 79,098,591 |
Accumulated other comprehensive income (loss) | 15,127 | 67,513 |
Accumulated deficit | -71,861,577 | -69,505,238 |
8,521,242 | 10,690,167 | |
11,878,625 | 14,054,218 | |
Investment Tax Credit Carryforward [Member] | ||
CURRENT ASSETS | ||
Investment tax credits receivable | $172,585 | $133,696 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common shares, par value (in Dollars per share) | $0.00 | $0.00 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 20,012,760 | 20,012,760 |
Convertible preferred shares, authorized | 30,000,000 | |
Convertible preferred shares, par value (in Dollars per share) | $0.00 | |
Convertible preferred shares, issued | 2,996,482 | 2,996,482 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Expenses | ||
Research and development | $952,912 | $303,538 |
General and administration | 1,230,851 | 873,347 |
Loss from operations | -2,183,763 | -1,176,885 |
Interest expense | 90,000 | 476,618 |
Foreign exchange loss (gain) | -25,495 | 197,331 |
Accretion of debt discount | 108,487 | |
Interest income | -416 | |
NET LOSS | -2,356,339 | -1,850,834 |
Currency translation adjustment | 52,386 | 195,723 |
COMPREHENSIVE LOSS | ($2,303,953) | ($1,655,111) |
Loss per share of common stock, basic and diluted (in Dollars per share) | ($0.12) | ($1.58) |
Weighted-average number of common shares outstanding, basic and diluted (in Shares) | 20,012,760 | 1,171,892 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING | ||
Net loss | ($2,356,339) | ($1,850,834) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of property and equipment and intangibles | 24,560 | 25,551 |
Amortization of deferred financing costs | 47,933 | 14,980 |
Stock-based compensation expense | 239,800 | 12,700 |
Accretion of debt discount | 108,487 | |
Interest accrued on convertible notes | 476,618 | |
Net change in operating working capital items | -382,416 | 172,505 |
-2,317,974 | -1,148,480 | |
INVESTING | ||
Funds held in escrow | 10,937 | |
Acquisition of property and equipment | -48,185 | -778 |
Proceeds from the sale of property and equipment | 806 | |
-47,379 | 10,159 | |
FINANCING | ||
Proceeds from convertible notes | 1,500,000 | |
Financing costs of term loan facility | -134,088 | |
1,365,912 | ||
Effect of exchange rate changes on cash and cash equivalents | -12,531 | 195,723 |
CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD | -2,377,884 | 423,314 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 12,604,273 | 624,419 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 10,226,389 | 1,047,733 |
Supplementary information: | ||
Interest paid | $90,000 |
Note_1_Nature_of_Business_and_
Note 1 - Nature of Business and Continuation of Business | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. NATURE OF BUSINESS AND CONTINUATION OF BUSINESS |
Nature of business | |
The Company, VBI Vaccines Inc. (formerly Paulson Capital (Delaware) Corp. (“Paulson”), a Delaware corporation (the “Company” or VBI”), is dedicated to the innovative formulation, development and delivery of safe and effective vaccines that expand and enhance vaccine protection in both established and emerging markets. VBI, its wholly-owned subsidiary, Variation Biotechnologies (US), Inc. (“VBI US”) and Variation Biotechnologies, Inc. (“VBI Cda”) a Canadian company and the wholly-owned subsidiary of VBI US, are collectively referred to as the “Company”. | |
Planned Principal Operations | |
The Company is a pharmaceutical company developing novel technologies that seek to expand vaccine protection in large, underserved markets. The Company has developed an enveloped “Virus-Like Particle” or “eVLP” vaccine platform that allows for the design of enveloped virus-like particle vaccines that closely mimic the target viruses. Using this proprietary technology platform, the Company has undertaken specific projects related to human cytomegalovirus (“CMV”) and other antigens. The Company plans, during 2015, to prepare several batches of vaccine for a toxicology trial, for a proposed Phase I clinical trial and for other regulatory purposes. The Company does not expect to advance its first product candidate into Phase I clinical trials prior to the fourth quarter of 2015. All costs incurred to date by the Company have directly or indirectly contributed to the advancement of these projects. The Company has not deferred or capitalized any costs related to any of these projects. | |
The Merger | |
On May 8, 2014, Paulson and VBI Acquisition Corp., a special purpose wholly owned subsidiary of Paulson (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions, the Merger Sub would merge with and into VBI US (the transaction referred to as the “Merger”), with VBI US surviving as a wholly owned subsidiary of Paulson. VBI US was incorporated on December 20, 2006 under the laws of the State of Delaware. On December 28, 2006, VBI US completed a private round of financing and, contemporaneously acquired, through an exchange of shares, all of the outstanding common shares of VBI Cda, a Canadian company incorporated on August 24, 2001 under the Canada Business Corporations Act. | |
On July 14, 2014, Paulson held a Special Meeting of Stockholders at which 67.4% of the outstanding shares of Paulson’s common stock were cast and more than 98% of the votes cast were voted in favor of each of a group of proposals related to the Merger. | |
On July 25, 2014, the Merger closed and Paulson changed its name to VBI Vaccines Inc. Beginning on July 29, 2014, the Company’s stock began trading on The NASDAQ Capital Market under the symbol “VBIV” following the consummation of a 1 for 5 reverse split. | |
The financial statements of VBI US are treated as the historical financial statements of the combined company, with the results of Paulson being included from July 25, 2014. The equity of VBI US has been retroactively restated to reflect the number of shares issued in the transaction. | |
Continuation of business and liquidity | |
The Company has not generated any product revenues and has incurred operating losses since inception. There is no assurance that profitable operations will ever be achieved, and if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and preclinical testing, and commercialization of the Company’s product candidates will require significant additional financing. Our accumulated deficit as of March 31, 2015 was $71.9 million and we expect to incur substantial losses in future periods. The Company plans to finance future operations with a combination of existing cash reserves, proceeds from the issuance of equity securities, the issuance of additional debt, and revenues from potential collaborations, if any. The Company has not generated positive cash flows from operations, and there is no assurance that it will be successful in obtaining an adequate level of financing for the development and commercialization of our planned product candidates. | |
As of March 31, 2015, the Company had approximately $10.2 million of cash and working capital of $9.4 million. The Company will require significant additional funds to conduct clinical and non-clinical trials, achieve regulatory approvals, and, subject to such approvals, commercially launch its products. The Company has funded its operations to date through the issuance of convertible preferred stock, the issuance of common stock, the issuance of secured convertible and other notes payable to certain stockholders and financial institutions, and funding received from government research and development grants. The Company’s long-term success and ability to continue as a going concern is dependent upon obtaining sufficient capital to fund the research and development of its products, to bring about their successful commercial release, to generate revenue and, ultimately, to attain profitable operations or alternatively advance the products and technology to such a point that an acquirer would find the Company attractive. The Company’s cash and cash equivalents balance as of March 31, 2015 are expected to be adequate to fund the Company’s operations into 2016. |
Note_2_Significant_Accounting_
Note 2 - Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SIGNIFICANT ACCOUNTING POLICIES |
Basis of presentation | |
The Company’s interim consolidated financial statements included herein as of March 31, 2015 and for the three-months ended March 31, 2015 and 2014 are unaudited. | |
The financial information as of December 31, 2014 is derived from the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC on March 20, 2015. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. | |
The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are the responsibility of the Company’s management. These financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation of such financial statements have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the entire year. | |
Use of estimates | |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and use assumptions that affect reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates reflected in these consolidated financial statements include the estimated fair values of the Company’s common shares used in the valuation of the stock-based compensation, warrants, the long-term debt, investment tax credits, certain accruals, useful lives of intangibles and the valuation allowance recognized on the deferred tax assets. | |
Foreign currency translation | |
Transactions in foreign currencies are translated at the rate of exchange in effect at the transaction date and transaction gains and losses are included in the results of operations. | |
The functional currency of VBI Cda is the Canadian dollar. The accounts of VBI Cda are translated from its functional currency to U.S. dollars using the current rate method. Any gain or loss arising from translation is recorded to other comprehensive loss. | |
The Company does not use derivative financial products for hedging or speculative purposes and, as a result, is exposed to currency fluctuations. The Company is subject to foreign currency exchange risk in the form of exposures to changes in currency exchange rates between the United States and Canada; however, it maintains cash in each home currency to minimize the exposure of these fluctuations. | |
Recent accounting pronouncements | |
Revenue from Contracts with Customers | |
In May 2014, the Financial Accounting Standards Board (“FASB’) issued Accounting Standards Update (“ASU”) 2014-9 “Revenue from Contracts with Customers (Topic 606).” This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. At its April 1, 2015 meeting, the FASB agreed to propose a one-year deferral of the revenue recognition standard’s effective date for all entities. The FASB intends to issue an exposure draft in the near term with a 30-day comment period. The Company will adopt this standard in the first quarter of 2017. This accounting guidance is not expected to have a material impact on the Company’s consolidated financial statements or financial statement disclosures. | |
Going Concern Assessment and Disclosure Requirements | |
In May 2014, the FASB issued ASU 2014-15 to provide guidance in relation to management’s assessment of an entity’s ability to continue as a going concern and to provide disclosure requirements in certain circumstances. The amendment becomes effective for the Company in the first quarter of 2016. The Company is evaluating whether the adoption of this amendment will have a material impact on its consolidated financial statements. | |
Hybrid Financial Instruments | |
The FASB issued ASU 2014-16 that will require a company that issues or invests in a hybrid financial instrument to determine the nature of the host contract by considering the economic characteristics of the entire instrument, including the embedded derivative feature that is being evaluated for separate accounting. Concluding the host contract is debt-like (versus equity-like) may result in substantially different answers about whether certain features must be accounted for separately. The guidance provides a modified retrospective transition for all existing hybrid financial instruments in the form of a share, with the option for full retrospective application. The guidance is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements. | |
Eliminating the Concept of Extraordinary Items | |
The FASB issued ASU 2015-1 that eliminates the concept of extraordinary items from U.S. GAAP as part of its simplification initiative. The ASU eliminates the need for entities to evaluate whether transactions or events are both unusual in nature and infrequently occurring. Entities will continue to evaluate whether items are unusual in nature or infrequent in their occurrence for presentation and disclosure purposes and when estimating the annual effective tax rate for interim periods. The ASU applies to all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not expect the adoption to have a material impact on its consolidated financial statements. | |
Consolidation | |
The FASB issued ASU 2015-2 standard to improve targeted areas of the consolidation guidance and reduce the number of consolidation models. The new consolidation standard changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (VIE), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The new guidance is effective in fiscal years beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. The Company does not expect the adoption to have a material impact on its consolidated financial statements. |
Note_3_Loss_Per_Share_of_Commo
Note 3 - Loss Per Share of Common Stock | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings Per Share [Text Block] | 3. LOSS PER SHARE OF COMMON STOCK | ||||||||
Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, warrants and stock options, which would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. These potentially dilutive securities are more fully described in Note 6, Stockholders’ Deficiency and Additional Paid-in Capital. | |||||||||
The following potentially dilutive securities outstanding at March 31, 2015 and 2014 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: | |||||||||
March 31, | March 31, | ||||||||
2015 | 2014 | ||||||||
Convertible preferred stock | 2,996,482 | 10,218,628 | |||||||
Warrants | 699,281 | 882,627 | |||||||
Stock options | 2,797,239 | 820,820 | |||||||
6,493,002 | 11,922,075 | ||||||||
Note_4_Fair_Value_Measurements
Note 4 - Fair Value Measurements | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Fair Value Disclosures [Abstract] | |||||||
Fair Value Disclosures [Text Block] | 4. FAIR VALUE MEASUREMENTS | ||||||
Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The accounting guidance outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value, the Company uses quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. | |||||||
The fair value hierarchy is broken down into three levels based on the source of inputs as follows: | |||||||
Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. | |||||||
Level 2 — Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. | |||||||
Level 3 — Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. | |||||||
Financial instruments recognized in the Consolidated Balance Sheet consist of cash and cash equivalents, investment tax credits, receivables and government receivables, accounts payable, accrued liabilities and long-term debt. The Company believes that the carrying value of its current financial instruments approximates their fair values due to the short-term nature of these instruments. The Company does not hold any derivative financial instruments. | |||||||
Money market funds are highly liquid investments. The pricing information on these investment instruments is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. The Company has not experienced any losses relating to such accounts and believes it is not exposed to a significant credit risk on its cash and cash equivalents. The carrying value of cash and cash equivalents approximates their fair value based on their short-term maturities. | |||||||
At March 31, 2015 and December 31, 2014, the fair value of the long-term debt is estimated to be $2,903,600 and $2,885,000, respectively. | |||||||
In determining the fair value of the long-term debt, which consists of level 3 instruments, as of March 31, 2015 and December 31, 2014, the Company used the following assumptions: | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
Long-term debt: | |||||||
Interest rate | 15% | 15% | |||||
Expected time to payment in months | 29 | 32 | |||||
Note_5_Longterm_Debt
Note 5 - Long-term Debt | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Disclosure Text Block [Abstract] | |||||||
Long-term Debt [Text Block] | 5. LONG-TERM DEBT | ||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
Gross proceeds and detachable warrants | $ | 3,000,000 | $ | 3,000,000 | |||
Less: Portion of gross proceeds attributable to warrants to detachable warrants | (1,027,000 | ) | (1,027,000 | ) | |||
Add: accretion of discount, cumulative | 280,862 | 172,374 | |||||
Less: current portion | (600,000 | ) | (375,000 | ) | |||
$ | 1,653,862 | $ | 1,770,374 | ||||
During 2014, the Company executed a term loan facility (the “Facility”) in the amount of $6 million, with the initial advance of $3 million drawn down on August 8, 2014 and the balance becoming available once certain product development milestones have been achieved. The amounts drawn on the Facility accrue interest at an annual rate equal to the greater of (a) one-month LIBOR (subject to a 5.00% cap) or (b) 1.00%, plus the Applicable Margin. The Applicable Margin will be 11.00%. Upon the occurrence, and during the continuance, of an event of default, the Applicable Margin, defined above, will be increased by 4.00% per annum. Principal payments due under the term loan facility are as follows: | |||||||
Principal | |||||||
payments on | |||||||
credit facility | |||||||
and exit fee | |||||||
2015 | $ | 375,000 | |||||
2016 | 900,000 | ||||||
2017 | 1,785,000 | ||||||
Total | $ | 3,060,000 | |||||
Note_6_Stockholders_Deficiency
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 6. STOCKHOLDERS’ DEFICIENCY AND ADDITIONAL PAID-IN CAPITAL | ||||||||||||||||||||
Stock Option Plans | |||||||||||||||||||||
The Company’s stock option plans are approved by and administered by the Board and its Compensation Committee. The Board designates, in connection with recommendations from the Compensation Committee, eligible participants to be included under the plan, and designates the number of options, exercise price and vesting period of the new options. | |||||||||||||||||||||
1999 Stock Option Plan | |||||||||||||||||||||
The Company’s 1999 Stock Option Plan expired in September 2009. On July 25, 2014 the remaining 36,000 shares of Common Stock were cancelled and as a result there are no longer any common shares reserved for potential future issuance pursuant to this plan. At March 31, 2015, there were no stock options outstanding. | |||||||||||||||||||||
2006 VBI US Stock Option Plan | |||||||||||||||||||||
The 2006 VBI US Stock Option Plan (the “2006 Plan”), was approved by and was previously administered by the VBI US board of directors which designated eligible participants to be included under the 2006 Plan, and designated the number of options, exercise price and vesting period of the new options. At March 31, 2015, the maximum number of stock options issuable under the 2006 Plan was 2,724,909 of which 100,541 have been issued and exercised and 2,624,368 were assumed by the Company as part of the Merger described in Note 1 and remain outstanding. The 2006 Plan is now administered by the Company’s Board, in connection with recommendations from the Compensation Committee. | |||||||||||||||||||||
On April 24, 2014, the Company granted 1,844,592 stock options to existing employees. The options began to vest on the closing of the Merger, which occurred on July 25, 2014. The options vest on a monthly basis over 48 months. The fair value of the options when granted from the 2006 Plan was estimated using the Black-Scholes option pricing model using the following assumptions: expected dividend 0%; risk-free interest rate of 1.51%; expected volatility of 84.35%; and a 10 year expected life. | |||||||||||||||||||||
2013 Stock Incentive Plan | |||||||||||||||||||||
The 2013 Equity Incentive Plan (the “2013 Plan”) reserved 300,000 shares of common stock for issuance for equity and cash and equity-linked awards to certain management, consultants and others. On June 19, 2013, the Board granted 60,000 options to purchase shares of common stock at a purchase price equal to the closing price of stock on that date, subject to the adoption of the 2013 Plan by the Company’s shareholders. The 2013 Plan was approved by the shareholders on November 8, 2013. On March 19, 2014, the Board granted 204,000 common shares to officers and directors under the 2013 Plan, which was recorded as commissions and salaries expense based on the closing price of stock on that date. On April 10, 2014, the Board granted an additional 36,000 common shares to officers and directors under the same terms as the March 2014 grant. | |||||||||||||||||||||
2014 Equity Incentive Plan | |||||||||||||||||||||
On May 1, 2014, the Board adopted the VBI Vaccines Inc. 2014 Equity Incentive Plan (the “2014 Plan”), an omnibus equity incentive plan pursuant to which the Company may grant equity and cash and equity-linked awards to certain directors, management, consultants and others in order to promote the success of the Company following the Merger by providing a means to offer incentives and to attract, motivate, retain and reward persons eligible to participate in the 2014 Plan. The 2014 Plan was approved by the Company’s shareholders on July 14, 2014. | |||||||||||||||||||||
The 2014 Plan reserves 815,688 shares of the Company’s common stock for issuance (the "Share Reserve"). On the first day of each fiscal year during the period beginning in fiscal year 2014, and ending on the second day of fiscal year 2024, the Share Reserve shall be increased by an amount equal to the lesser of (i) 1,200,000 shares of the Company’s common stock or the equivalent of such number of shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction; (ii) 5% of the number of outstanding shares of the Company’s common stock on such date; and (iii) an amount determined by the Board. On April 22, 2015, the Board approved an increase to the Share Reserve of 1,000,638 shares of common stock, which represented 5% of the number of shares of common stock outstanding on that date. | |||||||||||||||||||||
There were 20,001 restricted common shares issued and 164,000 options granted from the 2014 Plan in 2014. None were issued during the three months ended March 31, 2015. | |||||||||||||||||||||
The maximum number of options issuable under the option plans is summarized in the following table: | |||||||||||||||||||||
Number of Options or Shares | |||||||||||||||||||||
Options | Options | Shares | Available for | ||||||||||||||||||
Outstanding | Expired | Issued or | Future Grants | Total | |||||||||||||||||
Exercised | |||||||||||||||||||||
2006 VBI US Stock Option Plan | 2,624,368 | - | 100,541 | - | 2,724,909 | ||||||||||||||||
2013 Stock Incentive Plan | 8,871 | 51,129 | 240,000 | - | 300,000 | ||||||||||||||||
2014 Equity Incentive Plan | 164,000 | - | 20,001 | 631,687 | 815,688 | ||||||||||||||||
Total as at March 31, 2015 | 2,797,239 | 51,129 | 360,542 | 631,687 | 3,840,597 | ||||||||||||||||
All future stock option or share grants will be from the 2014 Plan. | |||||||||||||||||||||
As of March 31, 2015, no shares of Common Stock were available for issuance under the previously adopted 1999 Plan, 2006 Plan or the 2013 Plan (other than shares issuable upon the exercise of currently outstanding stock options). | |||||||||||||||||||||
The fair value of the options expected to vest is recognized as an expense on a straight-line basis over the vesting period. The total stock-based compensation expense recorded in the three months ended March 31, 2015 and 2014 was as follows: | |||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
31-Mar | |||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||
Research and development | $ | 63,600 | $ | 9,400 | |||||||||||||||||
General and administrative | 176,200 | 3,300 | |||||||||||||||||||
Total stock-based compensation expense | $ | 239,800 | $ | 12,700 | |||||||||||||||||
Warrants | |||||||||||||||||||||
The warrants issued on July 25, 2014, as part of the Facility described in Note 5 entitle the holders to purchase 699,281 common shares. The exercise price for the warrants is $2.145. Assuming the funding of an additional $3 million advance under the Facility, which is contingent on the Company achieving certain operational milestones, the Company will issue to the lender warrants to purchase an additional 699,281 shares of the Common Stock at an exercise price equal to the 10-day volume weighted average price of the Common Stock reported by Bloomberg LP for the 10 trading days preceding the date of the advance. |
Note_7_Contingencies
Note 7 - Contingencies | 3 Months Ended | ||
Mar. 31, 2015 | |||
Loss Contingency [Abstract] | |||
Contingencies Disclosure [Text Block] | 7. CONTINGENCIES | ||
The Company entered into two consulting agreements with non-affiliated parties on January 17 and 28, 2013, respectively, whereby the Company has agreed to pay each of the consultants performance bonuses ranging from $10,000 to $125,000 for the achievement of the following milestones for a novel vaccine: patent filing; regulatory approval of clinical testing; start of Phase II and III studies; regulatory approval; and reaching cumulative sales of $100 million. Furthermore, the Company is committed to grant each consultant stock options equal to $100,000 upon successfully closing a Series B financing. Except for the initial EUR 101,720 which became due on April 20, 2015, the events obliging the Company to make the payments below have not yet occurred and the probability of them occurring is not determinable; consequently, no amounts are accrued in respect of these contingencies. | |||
On July 18, 2011, as part of the ePixis asset acquisition, the Company entered into a Sale and Purchase Agreement where it is obligated to make the following milestone payments: | |||
● | EUR 101,720 upon successful technology transfer to a contract manufacturing organization and the commencement of a toxicity study; | ||
● | EUR 500,000 to EUR 1,000,000 upon first approval by the United States Food and Drug Administration; | ||
● | EUR 750,000 to EUR 1,500,000 upon reaching Cumulative Net Sales, as defined in the Sale and Purchase Agreement, of EUR 25,000,000, in the case of a sublicense the payments, are reduced by 50%; | ||
● | EUR 1,000,000 to EUR 2,000,000 upon reaching Cumulative Net Sales, as defined in the Sale and Purchase Agreement, of EUR 50,000,000 , in the case of a sublicense, the payments are reduced by 50%; and | ||
● | in the case of a sublicense only, EUR 500,000 to EUR 1,000,000 upon reaching Cumulative Net Sales, as defined in the Sale and Purchase Agreement, of EUR 75,000,000 and EUR 100,000,000 | ||
Note_8_Legal_Proceedings
Note 8 - Legal Proceedings | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Legal Matters and Contingencies [Text Block] | 8. LEGAL PROCEEDINGS |
On November 26, 2014, a putative class action complaint was filed in the United States District Court, Southern District of New York, Case No. 14-cv-9435, as amended on February 11, 2015 and March 25, 2015, on behalf of pre-Merger shareholders of Paulson Capital (Delaware) Corp. who held shares on October 11, 2013 and were entitled to vote at the 2013 Shareholder Meeting, against the Company and certain individuals who were directors as of the date of the vote, in a matter captioned Furlong et al. v. VBI Vaccines, Inc. et al., making claims arising under Section 20(a) and Section 14(a) of the Exchange Act and Rule 14a-9, 17 C.F.R. § 240.14a-9, promulgated thereunder by the SEC. The claims allege false and misleading information provided to investors in the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on October 18, 2013 related to the solicitation of votes from shareholders to authorize the Board to pursue potential restructuring transactions. If the plaintiffs were able to prove their allegations in this matter and to establish the damages they assert, then an adverse ruling could have a material impact on the Company. However, the Company disputes the claims asserted in this putative class action case and is vigorously contesting the matter. |
Note_9_Subsequent_Events
Note 9 - Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 9. SUBSEQUENT EVENTS |
On April 2, 2015, VBI Cda, entered into a Collaboration and Option License Agreement (the “Agreement”) with Sanofi Vaccines Technologies S.A.S., a company organized under the laws of France (“Sanofi”). The purpose of the Agreement is to allow Sanofi to evaluate the feasibility of using VBI Cda’s LPV technology and expertise to reformulate a vaccine candidate from Sanofi to provide improved stability. The term of the Project (as defined in the Agreement), will commence on the date of receipt by VBI Cda of Sanofi materials and continue for 9 months unless otherwise agreed in writing by the parties. The term of the Agreement begins on the Effective Date, which is defined as April 15, 2015, and unless earlier terminated or mutually extended in writing, the Agreement will expire upon the expiration or termination of an option to negotiate and enter into a royalty bearing license for the commercial use of VBI’s LPV technology. | |
On April 17, 2015, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission covering the offering of up to $75 million of common stock, preferred stock and warrants (the “Registration Statement”). As of the date of this report the Registration Statement has not yet been declared effective. | |
On April 22, 2015, the Company granted 45,000 stock options to existing employees under the 2014 Equity Incentive Plan. The options have an exercise price equivalent to the closing price of the common stock on the NASDAQ Capital Market on the date of grant and began to vest on the date of grant with 25% vesting on the first anniversary and the remaining 75% on a monthly basis over an additional 36 months. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation |
The Company’s interim consolidated financial statements included herein as of March 31, 2015 and for the three-months ended March 31, 2015 and 2014 are unaudited. | |
The financial information as of December 31, 2014 is derived from the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC on March 20, 2015. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. | |
The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are the responsibility of the Company’s management. These financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation of such financial statements have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the entire year. | |
Use of Estimates, Policy [Policy Text Block] | Use of estimates |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and use assumptions that affect reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates reflected in these consolidated financial statements include the estimated fair values of the Company’s common shares used in the valuation of the stock-based compensation, warrants, the long-term debt, investment tax credits, certain accruals, useful lives of intangibles and the valuation allowance recognized on the deferred tax assets. | |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency translation |
Transactions in foreign currencies are translated at the rate of exchange in effect at the transaction date and transaction gains and losses are included in the results of operations. | |
The functional currency of VBI Cda is the Canadian dollar. The accounts of VBI Cda are translated from its functional currency to U.S. dollars using the current rate method. Any gain or loss arising from translation is recorded to other comprehensive loss. | |
The Company does not use derivative financial products for hedging or speculative purposes and, as a result, is exposed to currency fluctuations. The Company is subject to foreign currency exchange risk in the form of exposures to changes in currency exchange rates between the United States and Canada; however, it maintains cash in each home currency to minimize the exposure of these fluctuations. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements |
Revenue from Contracts with Customers | |
In May 2014, the Financial Accounting Standards Board (“FASB’) issued Accounting Standards Update (“ASU”) 2014-9 “Revenue from Contracts with Customers (Topic 606).” This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. At its April 1, 2015 meeting, the FASB agreed to propose a one-year deferral of the revenue recognition standard’s effective date for all entities. The FASB intends to issue an exposure draft in the near term with a 30-day comment period. The Company will adopt this standard in the first quarter of 2017. This accounting guidance is not expected to have a material impact on the Company’s consolidated financial statements or financial statement disclosures. | |
Going Concern Assessment and Disclosure Requirements | |
In May 2014, the FASB issued ASU 2014-15 to provide guidance in relation to management’s assessment of an entity’s ability to continue as a going concern and to provide disclosure requirements in certain circumstances. The amendment becomes effective for the Company in the first quarter of 2016. The Company is evaluating whether the adoption of this amendment will have a material impact on its consolidated financial statements. | |
Hybrid Financial Instruments | |
The FASB issued ASU 2014-16 that will require a company that issues or invests in a hybrid financial instrument to determine the nature of the host contract by considering the economic characteristics of the entire instrument, including the embedded derivative feature that is being evaluated for separate accounting. Concluding the host contract is debt-like (versus equity-like) may result in substantially different answers about whether certain features must be accounted for separately. The guidance provides a modified retrospective transition for all existing hybrid financial instruments in the form of a share, with the option for full retrospective application. The guidance is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements. | |
Eliminating the Concept of Extraordinary Items | |
The FASB issued ASU 2015-1 that eliminates the concept of extraordinary items from U.S. GAAP as part of its simplification initiative. The ASU eliminates the need for entities to evaluate whether transactions or events are both unusual in nature and infrequently occurring. Entities will continue to evaluate whether items are unusual in nature or infrequent in their occurrence for presentation and disclosure purposes and when estimating the annual effective tax rate for interim periods. The ASU applies to all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not expect the adoption to have a material impact on its consolidated financial statements. | |
Consolidation | |
The FASB issued ASU 2015-2 standard to improve targeted areas of the consolidation guidance and reduce the number of consolidation models. The new consolidation standard changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (VIE), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The new guidance is effective in fiscal years beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. The Company does not expect the adoption to have a material impact on its consolidated financial statements. |
Note_3_Loss_Per_Share_of_Commo1
Note 3 - Loss Per Share of Common Stock (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | March 31, | March 31, | |||||||
2015 | 2014 | ||||||||
Convertible preferred stock | 2,996,482 | 10,218,628 | |||||||
Warrants | 699,281 | 882,627 | |||||||
Stock options | 2,797,239 | 820,820 | |||||||
6,493,002 | 11,922,075 |
Note_4_Fair_Value_Measurements1
Note 4 - Fair Value Measurements (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Fair Value Disclosures [Abstract] | |||||||
Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Table Text Block] | March 31, | December 31, | |||||
2015 | 2014 | ||||||
Long-term debt: | |||||||
Interest rate | 15% | 15% | |||||
Expected time to payment in months | 29 | 32 |
Note_5_Longterm_Debt_Tables
Note 5 - Long-term Debt (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Disclosure Text Block [Abstract] | |||||||
Schedule of Long-term Debt Instruments [Table Text Block] | March 31, | December 31, | |||||
2015 | 2014 | ||||||
Gross proceeds and detachable warrants | $ | 3,000,000 | $ | 3,000,000 | |||
Less: Portion of gross proceeds attributable to warrants to detachable warrants | (1,027,000 | ) | (1,027,000 | ) | |||
Add: accretion of discount, cumulative | 280,862 | 172,374 | |||||
Less: current portion | (600,000 | ) | (375,000 | ) | |||
$ | 1,653,862 | $ | 1,770,374 | ||||
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Principal | ||||||
payments on | |||||||
credit facility | |||||||
and exit fee | |||||||
2015 | $ | 375,000 | |||||
2016 | 900,000 | ||||||
2017 | 1,785,000 | ||||||
Total | $ | 3,060,000 |
Note_6_Stockholders_Deficiency1
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | Number of Options or Shares | ||||||||||||||||||||
Options | Options | Shares | Available for | ||||||||||||||||||
Outstanding | Expired | Issued or | Future Grants | Total | |||||||||||||||||
Exercised | |||||||||||||||||||||
2006 VBI US Stock Option Plan | 2,624,368 | - | 100,541 | - | 2,724,909 | ||||||||||||||||
2013 Stock Incentive Plan | 8,871 | 51,129 | 240,000 | - | 300,000 | ||||||||||||||||
2014 Equity Incentive Plan | 164,000 | - | 20,001 | 631,687 | 815,688 | ||||||||||||||||
Total as at March 31, 2015 | 2,797,239 | 51,129 | 360,542 | 631,687 | 3,840,597 | ||||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended | ||||||||||||||||||||
31-Mar | |||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||
Research and development | $ | 63,600 | $ | 9,400 | |||||||||||||||||
General and administrative | 176,200 | 3,300 | |||||||||||||||||||
Total stock-based compensation expense | $ | 239,800 | $ | 12,700 | |||||||||||||||||
Note_1_Nature_of_Business_and_1
Note 1 - Nature of Business and Continuation of Business (Details) (USD $) | 1 Months Ended | ||||
Jul. 25, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | |||||
Retained Earnings (Accumulated Deficit) | ($71,861,577) | ($69,505,238) | |||
Cash and Cash Equivalents, at Carrying Value | 10,226,389 | 12,604,273 | 1,047,733 | 624,419 | |
Working Capital | $9,400,000 | ||||
Reverse Stock Split [Member] | |||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 5 |
Note_3_Loss_Per_Share_of_Commo2
Note 3 - Loss Per Share of Common Stock (Details) - Potentially Dilutive Securities Outstanding | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities | 6,493,002 | 11,922,075 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities | 2,996,482 | 10,218,628 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities | 699,281 | 882,627 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities | 2,797,239 | 820,820 |
Note_4_Fair_Value_Measurements2
Note 4 - Fair Value Measurements (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Long-term Debt, Fair Value | $2,903,600 | $2,885,000 |
Note_4_Fair_Value_Measurements3
Note 4 - Fair Value Measurements (Details) - Fair Value of Long-term Debt and Related Party Convertible (Long-term Debt [Member], Fair Value, Inputs, Level 3 [Member]) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Long-term Debt [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||
Interest rate | 15.00% | 15.00% |
Expected time to payment in months | 29 months | 32 months |
Note_5_Longterm_Debt_Details
Note 5 - Long-term Debt (Details) (Term Loan Facility [Member], USD $) | 0 Months Ended | 5 Months Ended |
In Millions, unless otherwise specified | Aug. 08, 2014 | Dec. 31, 2014 |
Note 5 - Long-term Debt (Details) [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | 6 | |
Proceeds from Lines of Credit (in Dollars) | 3 | |
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Note 5 - Long-term Debt (Details) [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
Applicable Margin [Member] | ||
Note 5 - Long-term Debt (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
Applicable Margin | 11.00% | |
Debt Instrument, Interest Rate, Increase (Decrease) | 4.00% |
Note_5_Longterm_Debt_Details_S
Note 5 - Long-term Debt (Details) - Summary of Long-term Debt (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Summary of Long-term Debt [Abstract] | ||
Gross proceeds and detachable warrants | $3,000,000 | $3,000,000 |
Less: Portion of gross proceeds attributable to warrants to detachable warrants | -1,027,000 | -1,027,000 |
Add: accretion of discount, cumulative | 280,862 | 172,374 |
Less: current portion | -600,000 | -375,000 |
$1,653,862 | $1,770,374 |
Note_5_Longterm_Debt_Details_S1
Note 5 - Long-term Debt (Details) - Significant Contratual Obligations (Line of Credit [Member], USD $) | Mar. 31, 2015 |
Line of Credit [Member] | |
Note 5 - Long-term Debt (Details) - Significant Contratual Obligations [Line Items] | |
2015 | $375,000 |
2016 | 900,000 |
2017 | 1,785,000 |
Total | $3,060,000 |
Note_6_Stockholders_Deficiency2
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 59 Months Ended | 1 Months Ended | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Apr. 22, 2015 | Mar. 31, 2015 | Apr. 10, 2014 | Mar. 19, 2014 | Jul. 25, 2014 | Apr. 24, 2014 | Jun. 19, 2013 | Dec. 31, 2014 |
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 2.145 | |||||||
Subsequent Event [Member] | 2013 Equity Incentive Plan [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,638 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Additional Shares Authorized | 5.00% | |||||||
Subsequent Event [Member] | 2014 Equity Incentive Plan [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 45,000 | |||||||
Increase Event [Member] | 2014 Equity Incentive Plan [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,200,000 | |||||||
Certain Operational Milestone [Member] | Common Stock [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 699,281 | |||||||
Certain Operational Milestone [Member] | Warrant [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Proceeds from Other Equity (in Dollars) | 3 | |||||||
Common Stock [Member] | 2013 Equity Incentive Plan [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 36,000 | 204,000 | ||||||
Common Stock [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 699,281 | |||||||
1999 Stock Option Plan [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 36,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | |||||||
2006 VBI US Stock Option Plan [Member] | VBI US [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,724,909 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 100,541 | |||||||
2006 VBI US Stock Option Plan [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,624,368 | 2,624,368 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,724,909 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 100,541 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,844,592 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 48 months | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.51% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 84.35% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | |||||||
2013 Equity Incentive Plan [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 51,129 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 8,871 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | 300,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 240,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 60,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | |||||||
2014 Equity Incentive Plan [Member] | ||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 164,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 815,688 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 20,001 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 164,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Additional Shares Authorized | 5.00% | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 0 | 20,001 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 631,687 |
Note_6_Stockholders_Deficiency3
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans | 3 Months Ended | |
Mar. 31, 2015 | Jun. 19, 2013 | |
2006 VBI US Stock Option Plan [Member] | ||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans [Line Items] | ||
Options Outstanding | 2,624,368 | |
Shares Issued or Exercised | 100,541 | |
Available for Future Grants | 0 | |
Total | 2,724,909 | |
2013 Equity Incentive Plan [Member] | ||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans [Line Items] | ||
Options Outstanding | 8,871 | |
Options Expired | 51,129 | |
Shares Issued or Exercised | 240,000 | |
Available for Future Grants | 0 | |
Total | 300,000 | 300,000 |
2014 Equity Incentive Plan [Member] | ||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans [Line Items] | ||
Options Outstanding | 164,000 | |
Shares Issued or Exercised | 20,001 | |
Available for Future Grants | 631,687 | |
Total | 815,688 | |
2014 Combined Option Plan [Member] | ||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans [Line Items] | ||
Options Outstanding | 2,797,239 | |
Options Expired | 51,129 | |
Shares Issued or Exercised | 360,542 | |
Available for Future Grants | 631,687 | |
Total | 3,840,597 |
Note_6_Stockholders_Deficiency4
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Stock-Based Compensation Expense (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $239,800 | $12,700 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 63,600 | 9,400 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $176,200 | $3,300 |
Note_7_Contingencies_Details
Note 7 - Contingencies (Details) | 1 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||
Jan. 28, 2013 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jan. 28, 2013 | Jan. 28, 2013 | Jan. 28, 2013 | |
Certain Operational Milestone [Member] | Technology Transfer [Member] | USFDA Approval [Member] | USFDA Approval [Member] | Cumulative Net Sales 1 [Member] | Cumulative Net Sales 1 [Member] | Cumulative Net Sales 1 [Member] | Cumulative Net Sales 2 [Member] | Cumulative Net Sales 2 [Member] | Cumulative Net Sales 2 [Member] | Sublicense Only [Member] | Sublicense Only [Member] | Performance Bonus [Member] | Performance Bonus [Member] | Closing Series B Financing [Member] | |
USD ($) | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Minimum [Member] | Maximum [Member] | USD ($) | |
EUR (€) | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | EUR (€) | Minimum [Member] | Maximum [Member] | EUR (€) | Minimum [Member] | Maximum [Member] | USD ($) | USD ($) | |||
EUR (€) | EUR (€) | EUR (€) | ETB | EUR (€) | EUR (€) | EUR (€) | EUR (€) | ||||||||
Note 7 - Contingencies (Details) [Line Items] | |||||||||||||||
Other Commitment | € 101,720 | € 500,000 | € 1,000,000 | € 750,000 | 1,500,000 | € 1,000,000 | € 2,000,000 | € 500,000 | € 1,000,000 | $10,000 | $125,000 | $100,000 | |||
Future Cumulative Sales | $100,000,000 | € 25,000,000 | € 50,000,000 | € 75,000,000 | € 100,000,000 | ||||||||||
Percent of Payment Reduced | 50.00% | 50.00% |
Note_9_Subsequent_Events_Detai
Note 9 - Subsequent Events (Details) | 0 Months Ended | 12 Months Ended | |
Apr. 22, 2015 | Apr. 17, 2015 | Dec. 31, 2014 | |
Subsequent Event [Member] | 2014 Equity Incentive Plan [Member] | Vest in First Anniversary [Member] | |||
Note 9 - Subsequent Events (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Percent | 25.00% | ||
Subsequent Event [Member] | 2014 Equity Incentive Plan [Member] | Vests on a Monthly Basis [Member] | |||
Note 9 - Subsequent Events (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Percent | 75.00% | ||
Subsequent Event [Member] | 2014 Equity Incentive Plan [Member] | |||
Note 9 - Subsequent Events (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 45,000 | ||
Subsequent Event [Member] | |||
Note 9 - Subsequent Events (Details) [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 75,000,000 | ||
2014 Equity Incentive Plan [Member] | |||
Note 9 - Subsequent Events (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 164,000 |