Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Entity Registrant Name | VBI VACCINES INC. | |
Entity Central Index Key | 704,159 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 20,030,260 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Investment Tax Credit Carryforward [Member] | ||
CURRENT ASSETS | ||
Investment tax credits receivable | $ 236,904 | $ 133,696 |
Cash and cash equivalents | 8,123,313 | 12,604,273 |
Prepaid expenses and deposits | 415,520 | 400,827 |
Government receivables | 31,674 | 33,590 |
Current assets | 8,807,411 | 13,172,386 |
DEFERRED FINANCING COSTS, NET | 299,318 | 395,184 |
PROPERTY AND EQUIPMENT, NET | 143,009 | 106,500 |
INTANGIBLES, NET | 434,471 | 380,148 |
Assets | 9,684,209 | 14,054,218 |
CURRENT LIABILITIES | ||
Accounts payable | 632,269 | 650,142 |
Accrued liabilities | 895,541 | 568,535 |
Current portion of long-term debt | 825,000 | 375,000 |
Current liabilities | 2,352,810 | 1,593,677 |
LONG-TERM DEBT, NET | 1,537,349 | 1,770,374 |
Liabilities | $ 3,890,159 | 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 | 79,577,191 | 79,098,591 |
Accumulated other comprehensive income (loss) | 50,552 | 67,513 |
Accumulated deficit | (74,862,994) | (69,505,238) |
Stockholders' equity | 5,794,050 | 10,690,167 |
Liabilities and stockholders' equity | $ 9,684,209 | $ 14,054,218 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common shares, shares issued (in shares) | 20,012,760 | 20,012,760 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred shares, authorized (in shares) | 30,000,000 | 30,000,000 |
Convertible preferred shares, issued (in shares) | 2,996,482 | 2,996,482 |
Convertible preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Collaboration revenue | $ 250,960 | $ 250,960 | ||
Operating expenses: | ||||
Research and development | 1,658,125 | $ 731,066 | 2,616,936 | $ 1,034,604 |
General and administration | 1,376,810 | 1,340,235 | 2,611,206 | 2,213,582 |
Total operating expenses | 3,034,935 | 2,071,301 | 5,228,142 | 3,248,186 |
Loss from operations | (2,783,975) | (2,071,301) | (4,977,182) | (3,248,186) |
Interest expense | (91,000) | (331,081) | (181,000) | (807,699) |
Foreign exchange gain (loss) | (9,037) | $ 205,583 | 16,640 | $ 8,252 |
Accretion of debt discount | (108,487) | (216,975) | ||
Interest income | 342 | $ 215 | 761 | $ 215 |
NET LOSS | (2,992,157) | (2,196,584) | (5,357,756) | (4,047,418) |
Currency translation adjustment | 35,425 | (239,129) | (16,961) | (43,406) |
COMPREHENSIVE LOSS | $ (2,956,732) | $ (2,435,713) | $ (5,374,717) | $ (4,090,824) |
Loss per share of common stock, basic and diluted (in dollars per share) | $ (0.15) | $ (1.81) | $ (0.27) | $ (3.40) |
Weighted-average number of common shares outstanding, basic and diluted (in shares) | 20,012,760 | 1,212,453 | 20,012,760 | 1,192,060 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING | ||
Net loss | $ (5,357,756) | $ (4,047,418) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of property and equipment and intangibles | 64,018 | 53,792 |
Amortization of deferred financing costs | 95,867 | 81,557 |
Stock-based compensation expense | 478,600 | $ 24,800 |
Accretion of debt discount | $ 216,975 | |
Interest accrued on convertible notes | $ 807,695 | |
Net change in operating working capital items | $ 193,148 | 910,018 |
Operating | $ (4,309,148) | (2,169,556) |
INVESTING | ||
Funds held in escrow | 324,405 | |
Acquisition of property and equipment | $ (69,960) | (12,337) |
Acquisition of intangibles | (121,082) | $ (18,234) |
Proceeds from the sale of property and equipment | 1,052 | |
Investing | $ (189,990) | $ 293,834 |
FINANCING | ||
Proceeds from exercise of stock options | 1 | |
Proceeds from convertible notes | 1,500,000 | |
Financing costs of term loan facility | (134,088) | |
Financing | 1,365,913 | |
Effect of exchange rate changes on cash and cash equivalents | $ 18,178 | 46,345 |
CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD | (4,480,960) | (463,464) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 12,604,273 | 624,419 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 8,123,313 | $ 160,955 |
Supplementary information: | ||
Interest paid | $ 181,000 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Continuation of Business | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
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. The Company’s accumulated deficit as of June 30, 2015 was $74.9 million and the Company expects 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 planned product candidates. As of June 30, 2015, the Company had approximately $8.1 million of cash and working capital of $6.5 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 June 30, 2015 are expected to be adequate to fund the Company’s operations into 2016, however, the Company intends to explore financing opportunities to provide additional working capital. The Company cannot be certain that additional financing will be available on terms acceptable to the Company or at all. To the extent funds are insufficient to support the Company’s operations and commercialize technology, the Company may undertake additional offerings of securities, debt financing, selling or licensing developed intellectual or other property, or other alternatives. In that regard, the Company filed a Form S-3 shelf registration statement with the Securities and Exchange Commission (the “Commission”) on April 17, 2015 that was declared effective on July 10, 2015. The registration statement will allow the Company to offer up to an aggregate of $75 million of common stock, preferred stock or warrants from time to time as market conditions permit. |
Note 2 - Significant Accounting
Note 2 - Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company’s interim consolidated financial statements included herein as of June 30, 2015 and for the three-and six-months ended June 30, 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. Revenue Recognition Revenue is recognized when all of the following criteria are met: ● Persuasive evidence of an arrangement exists ● Delivery has occurred or services have been rendered and there are no future performance obligations ● The amount of revenue is fixed or determinable ● Collectability is reasonably assured Milestone payments are immediately recognized as revenue if the Company has no future performance obligations, collectability is reasonably assured and the contractually specified milestone is achieved. Otherwise, revenue is recognized over the term of the agreement or the performance period using a percentage of effort incurred. The level of effort is based on estimates of total expected time or duration to complete the work which is compared to the period of time incurred to date in order to arrive at an estimate of the percentage or revenue earned to date. Upfront payments in recognition of past research and development efforts are recognized as revenue upon execution of the licensing and collaboration agreements, as there are no future obligations and collections are reasonably assured. For non-refundable advance payments received in accordance with licensing and collaboration agreements, revenue is deferred and recognized over the performance period which is the period over which the Company maintains substantive contractual obligations. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue (a component of current liabilities). Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as long-term deferred revenue. The term over which advance payments are recognized is revised if the period over which the Company maintains substantive contractual obligations changes. 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 net loss in the statements of comprehensive loss. 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, 2017 and early adoption is not permitted. The Company will adopt this standard in the first quarter of 2018. 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. Presentation of debt issuance costs The FASB issued ASU 2015-03 standards to simplify the presentation of debt issuance costs. Debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction for the debt liability as opposed to recorded as a separate asset, except when incurred before receipt of the funding from the associated debt liability. This is similar to the presentation of debt discounts or premiums. This ASU requires retrospective application which is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. As such, beginning with the interim period ended March 31, 2016, debt issuance costs, also referred to as deferred financing costs, will be presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt. |
Note 3 - Loss Per Share of Comm
Note 3 - Loss Per Share of Common Stock | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
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 June 30, 2015 and 2014 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: June 30, 2015 June 30, 2014 Convertible preferred stock 2,996,482 7,344,144 Warrants 699,281 882,627 Stock options 2,842,239 2,624,368 6,538,002 10,851,139 |
Note 4 - Fair Value Measurement
Note 4 - Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
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 (including money market funds), 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 June 30, 2015 and December 31, 2014, the fair value of the long-term debt is estimated to be $2,922,000 and $2,885,000, respectively. In determining the fair value of the long-term debt, which consists of level 3 inputs, as of June 30, 2015 and December 31, 2014, the Company used the following assumptions: June 30, 2015 December 31, 2014 Long-term debt: Interest rate 14.6% 15% Expected time to payment in months 26 32 |
Note 5 - Long-term Debt
Note 5 - Long-term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 5. LONG-TERM DEBT June 30, 2015 December 31, 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 389,349 172,374 Less: current portion (825,000 ) (375,000 ) $ 1,537,349 $ 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' Deficien
Note 6 - Stockholders' Deficiency and Additional Paid-in Capital | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
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 June 30, 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 June 30, 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 1.81%; expected volatility of 87.77%; and an average remaining 5.75 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. At June 30, 2015, there were 8,871 stock options outstanding. 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 ratified an increase in the Share Reserve by 1,000,638 shares of the Company’s common stock, which equaled 5% of the number of outstanding shares of the Company's common stock. There were 20,001 restricted common shares issued and 164,000 options granted from the 2014 Plan in 2014 and an additional 45,000 options were granted during the three months ended June 30, 2015. The fair value of the options when granted from the 2014 Plan was estimated using the Black-Scholes option pricing model using the following assumptions: expected dividend 0%; risk-free interest rate of 1.70%; expected volatility of 87.77%; and an average remaining 6.25 year expected life. The maximum number of options issuable under the option plans is summarized in the following table: Number of Options or Shares Options Outstanding Options Expired Shares Issued or Exercised Available for Future Grants Total 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 209,000 - 20,001 1,587,325 1,816,326 Total as at June 30, 2015 2,842,239 51,129 360,542 1,587,325 4,841,235 All future stock option or share grants will be from the 2014 Plan. As of June 30, 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 and six months ended June 30, 2015 and 2014 was as follows: Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 Research and development $ 63,600 $ 8,800 $ 127,200 $ 18,200 General and administrative 175,200 3,300 351,400 6,600 Total stock-based compensation expense $ 238,800 $ 12,100 $ 478,600 $ 24,800 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 | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
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 or options equal to $100,000 upon successfully closing a Series B financing. On July 18, 2011, VBI Cda acquired ePixis SA (“ePixis”) in order to obtain access to a technology platform. Given ePixis did not meet the definition of a business under the relevant accounting guidance, VBI Cda treated the acquisition as an asset acquisition due to the underlying circumstances of the transaction. In addition to the $450,000 initial payment for the technology and $75,000 in related transaction costs, the only other contingent payment of approximately $120,000 related to the first milestone described below which was made during the three-months ended June 30, 2015. The contingent consideration was not recognized as a liability in the prior financial statements as the probability of payment had been previously deemed remote. As part of the ePixis asset acquisition, the purchase agreement obliges VBI Cda 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 Except for the first milestone payment, the events obliging the Company to make the remaining payments above have not yet occurred and the probability of them occurring is not determinable; consequently, no amounts are accrued in respect of these contingencies. |
Note 8 - Legal Proceedings
Note 8 - Legal Proceedings | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
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 | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 9. SUBSEQUENT EVENTS On July 8, 2015, the Company filed an amended Registration Statement on Form S-3 with the Commission covering the offering of up to $75 million of common stock, preferred stock and warrants (the “Registration Statement”). The Registration Statement was declared effective on July 10, 2015 On July 30, 2015, the Company granted 1,203,000 stock options to existing employees, directors and advisory board members 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 become fully vested over the 48 month period beginning on the grant date. The Company also issued an aggregate of 17,500 shares of the Company’s common stock, pursuant to a consulting agreement as compensation for past services performed by the consultant. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 2015 and for the three-and six-months ended June 30, 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. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue is recognized when all of the following criteria are met: ? Persuasive evidence of an arrangement exists ? Delivery has occurred or services have been rendered and there are no future performance obligations ? The amount of revenue is fixed or determinable ? Collectability is reasonably assured Milestone payments are immediately recognized as revenue if the Company has no future performance obligations, collectability is reasonably assured and the contractually specified milestone is achieved. Otherwise, revenue is recognized over the term of the agreement or the performance period using a percentage of effort incurred. The level of effort is based on estimates of total expected time or duration to complete the work which is compared to the period of time incurred to date in order to arrive at an estimate of the percentage or revenue earned to date. Upfront payments in recognition of past research and development efforts are recognized as revenue upon execution of the licensing and collaboration agreements, as there are no future obligations and collections are reasonably assured. For non-refundable advance payments received in accordance with licensing and collaboration agreements, revenue is deferred and recognized over the performance period which is the period over which the Company maintains substantive contractual obligations. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue (a component of current liabilities). Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as long-term deferred revenue. The term over which advance payments are recognized is revised if the period over which the Company maintains substantive contractual obligations changes. |
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 net loss in the statements of comprehensive loss. 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, 2017 and early adoption is not permitted. The Company will adopt this standard in the first quarter of 2018. 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. Presentation of debt issuance costs The FASB issued ASU 2015-03 standards to simplify the presentation of debt issuance costs. Debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction for the debt liability as opposed to recorded as a separate asset, except when incurred before receipt of the funding from the associated debt liability. This is similar to the presentation of debt discounts or premiums. This ASU requires retrospective application which is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. As such, beginning with the interim period ended March 31, 2016, debt issuance costs, also referred to as deferred financing costs, will be presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt. |
Note 3 - Loss Per Share of Co16
Note 3 - Loss Per Share of Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | June 30, 2015 June 30, 2014 Convertible preferred stock 2,996,482 7,344,144 Warrants 699,281 882,627 Stock options 2,842,239 2,624,368 6,538,002 10,851,139 |
Note 4 - Fair Value Measureme17
Note 4 - Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
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] | June 30, 2015 December 31, 2014 Long-term debt: Interest rate 14.6% 15% Expected time to payment in months 26 32 |
Note 5 - Long-term Debt (Tables
Note 5 - Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | June 30, 2015 December 31, 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 389,349 172,374 Less: current portion (825,000 ) (375,000 ) $ 1,537,349 $ 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' Defici19
Note 6 - Stockholders' Deficiency and Additional Paid-in Capital (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Tables | |
Schedule of Share-based Compensation, Activity [Table Text Block] | Number of Options or Shares Options Outstanding Options Expired Shares Issued or Exercised Available for Future Grants Total 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 209,000 - 20,001 1,587,325 1,816,326 Total as at June 30, 2015 2,842,239 51,129 360,542 1,587,325 4,841,235 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended June 30 Six Months Ended June 30 2015 2014 2015 2014 Research and development $ 63,600 $ 8,800 $ 127,200 $ 18,200 General and administrative 175,200 3,300 351,400 6,600 Total stock-based compensation expense $ 238,800 $ 12,100 $ 478,600 $ 24,800 |
Note 1 - Nature of Business a20
Note 1 - Nature of Business and Continuation of Business (Details Textual) | Jul. 25, 2014 | Jul. 10, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2013USD ($) |
Reverse Stock Split [Member] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 5 | |||||
Subsequent Event [Member] | ||||||
Stock Authorized, Value | $ 75,000,000 | |||||
Retained Earnings (Accumulated Deficit) | $ (74,862,994) | $ (69,505,238) | ||||
Cash and Cash Equivalents, at Carrying Value | 8,123,313 | $ 12,604,273 | $ 160,955 | $ 624,419 | ||
Working Capital | $ 6,500,000 |
Note 3 - Potentially Dilutive S
Note 3 - Potentially Dilutive Securities Outstanding (Details) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Convertible Debt Securities [Member] | ||
Dilutive securities outstanding (in shares) | 2,996,482 | 7,344,144 |
Warrant [Member] | ||
Dilutive securities outstanding (in shares) | 699,281 | 882,627 |
Employee Stock Option [Member] | ||
Dilutive securities outstanding (in shares) | 2,842,239 | 2,624,368 |
Dilutive securities outstanding (in shares) | 6,538,002 | 10,851,139 |
Note 4 - Fair Value Measureme22
Note 4 - Fair Value Measurements (Details Textual) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Long-term Debt, Fair Value | $ 2,922,000 | $ 2,885,000 |
Note 4 - Fair Value of Long-ter
Note 4 - Fair Value of Long-term Debt and Related Party Convertible (Details) - Fair Value, Inputs, Level 3 [Member] - Long-term Debt [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Long-term debt: | ||
Interest rate | 14.60% | 15.00% |
Expected time to payment in months | 2 years 60 days | 2 years 240 days |
Note 5 - Long-term Debt (Detail
Note 5 - Long-term Debt (Details Textual) - Term Loan Facility [Member] - USD ($) $ in Millions | Aug. 08, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
Applicable Margin [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||
Applicable Margin | 11.00% | ||
Debt Instrument, Interest Rate, Increase (Decrease) | 4.00% | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6 | ||
Proceeds from Lines of Credit | $ 3 |
Note 5 - Summary of Long-term D
Note 5 - Summary of Long-term Debt (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 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 | 389,349 | 172,374 |
Less: current portion | (825,000) | (375,000) |
LONG-TERM DEBT, NET | $ 1,537,349 | $ 1,770,374 |
Note 5 - Significant Contractua
Note 5 - Significant Contractual Obligations (Details) - Line of Credit [Member] | Jun. 30, 2015USD ($) |
2,015 | $ 375,000 |
2,016 | 900,000 |
2,017 | 1,785,000 |
Total | $ 3,060,000 |
Note 6 - Stockholders' Defici27
Note 6 - Stockholders' Deficiency and Additional Paid-in Capital (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Apr. 22, 2015 | Jul. 25, 2014 | Apr. 24, 2014 | Apr. 10, 2014 | Mar. 19, 2014 | Jun. 19, 2013 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | May. 01, 2014 |
Stock Option Plan 1999 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 36,000 | |||||||||
VBI US Stock Option Plan 2006 [Member] | ||||||||||
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 Available for Grant | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,541 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,724,909 | 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 | 4 years | |||||||||
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 | 1.81% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 87.77% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 273 days | |||||||||
Stock Incentive Plan 2013 [Member] | Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 36,000 | 204,000 | ||||||||
Stock Incentive Plan 2013 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 8,871 | 8,871 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 51,129 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | 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 | |||||||||
Equity Incentive Plan 2014 [Member] | Increase Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,200,000 | |||||||||
Equity Incentive Plan 2014 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 209,000 | 209,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,587,325 | 1,587,325 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,816,326 | 1,816,326 | 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 | 45,000 | 164,000 | ||||||||
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 | 1.70% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 87.77% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 91 days | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,000,638 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award Percent of Additional Shares Authorized | 500.00% | |||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 20,001 | |||||||||
Common Stock [Member] | Certain Operational Milestone [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 699,281 | 699,281 | ||||||||
Common Stock [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 699,281 | |||||||||
Warrant [Member] | Certain Operational Milestone [Member] | ||||||||||
Proceeds from Other Equity | $ 3 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,842,239 | 2,842,239 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,587,325 | 1,587,325 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 51,129 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,841,235 | 4,841,235 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 360,542 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.145 |
Note 6 - Options Issuable under
Note 6 - Options Issuable under the Option Plans (Details) - shares | 6 Months Ended | ||
Jun. 30, 2015 | May. 01, 2014 | Jun. 19, 2013 | |
VBI US Stock Option Plan 2006 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,624,368 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 100,541 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,724,909 | ||
Stock Incentive Plan 2013 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 8,871 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 51,129 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 240,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | 300,000 | |
Equity Incentive Plan 2014 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 209,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 20,001 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,587,325 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,816,326 | 815,688 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,842,239 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 51,129 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 360,542 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,587,325 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,841,235 |
Note 6 - Stock-based Compensati
Note 6 - Stock-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Research and Development Expense [Member] | ||||
Stock-based compensation expense | $ 63,600 | $ 8,800 | $ 127,200 | $ 18,200 |
General and Administrative Expense [Member] | ||||
Stock-based compensation expense | 175,200 | 3,300 | 351,400 | 6,600 |
Stock-based compensation expense | $ 238,800 | $ 12,100 | $ 478,600 | $ 24,800 |
Note 7 - Contingencies (Details
Note 7 - Contingencies (Details Textual) | Jul. 18, 2011EUR (€) | Jul. 18, 2011USD ($) | Jan. 28, 2013USD ($) | Jun. 30, 2015USD ($) | Jul. 18, 2011USD ($) |
Performance Bonus [Member] | Minimum [Member] | |||||
Other Commitment | $ | $ 10,000 | ||||
Performance Bonus [Member] | Maximum [Member] | |||||
Other Commitment | $ | 125,000 | ||||
Closing Series B Financing [Member] | |||||
Other Commitment | $ | 100,000 | ||||
Sale and Purchase Agreement [Member] | Minimum [Member] | USFDA Approval [Member] | |||||
Other Commitment | € 500,000 | ||||
Sale and Purchase Agreement [Member] | Minimum [Member] | Cumulative Net Sales 1 [Member] | |||||
Other Commitment | 750,000 | ||||
Sale and Purchase Agreement [Member] | Minimum [Member] | Cumulative Net Sales 2 [Member] | |||||
Other Commitment | 1,000,000 | ||||
Sale and Purchase Agreement [Member] | Minimum [Member] | Sublicense Only [Member] | |||||
Other Commitment | 500,000 | ||||
Future Cumulative Sales | 75,000,000 | ||||
Sale and Purchase Agreement [Member] | Maximum [Member] | USFDA Approval [Member] | |||||
Other Commitment | 1,000,000 | ||||
Sale and Purchase Agreement [Member] | Maximum [Member] | Cumulative Net Sales 1 [Member] | |||||
Other Commitment | 1,500,000 | ||||
Sale and Purchase Agreement [Member] | Maximum [Member] | Cumulative Net Sales 2 [Member] | |||||
Other Commitment | 2,000,000 | ||||
Sale and Purchase Agreement [Member] | Maximum [Member] | Sublicense Only [Member] | |||||
Other Commitment | 1,000,000 | ||||
Future Cumulative Sales | 100,000,000 | ||||
Sale and Purchase Agreement [Member] | Technology Transfer [Member] | |||||
Other Commitment | 101,720 | ||||
Sale and Purchase Agreement [Member] | Cumulative Net Sales 1 [Member] | |||||
Future Cumulative Sales | € 25,000,000 | ||||
Percent of Payment Reduced | 50.00% | 50.00% | |||
Sale and Purchase Agreement [Member] | Cumulative Net Sales 2 [Member] | |||||
Future Cumulative Sales | € 50,000,000 | ||||
Percent of Payment Reduced | 50.00% | 50.00% | |||
Certain Operational Milestone [Member] | |||||
Future Cumulative Sales | $ | $ 100,000,000 | ||||
Technology Transfer [Member] | ePixis SA [Member] | |||||
Payments for Milestone Obligation | $ | $ 120,000 | ||||
ePixis SA [Member] | |||||
Payments to Acquire Businesses, Gross | $ | $ 450,000 | ||||
Business Acquisition, Transaction Costs | $ | $ 75,000 |
Note 9 - Subsequent Events (Det
Note 9 - Subsequent Events (Details Textual) - USD ($) $ in Millions | Jul. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Jul. 10, 2015 |
Subsequent Event [Member] | Equity Incentive Plan 2014 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,203,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||
Subsequent Event [Member] | Consultants [Member] | ||||
Stock Issued During Period, Shares, New Issues | 17,500 | |||
Subsequent Event [Member] | ||||
Stock Authorized, Value | $ 75 | |||
Equity Incentive Plan 2014 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 45,000 | 164,000 |