Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 25, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | VBI Vaccines Inc/BC | |
Entity Central Index Key | 764,195 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 64,215,727 | |
Trading Symbol | VBIV | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 58,094 | $ 67,694 |
Accounts receivable, net | 167 | 143 |
Inventory, net | 783 | 788 |
Prepaid expenses | 371 | 951 |
Other current assets | 937 | 850 |
Total current assets | 60,352 | 70,426 |
NON-CURRENT ASSETS | ||
Other long-term assets | 1,196 | 675 |
Property and equipment, net | 2,942 | 2,245 |
Intangible assets, net | 61,600 | 63,336 |
Goodwill | 8,731 | 8,974 |
Total non-current assets | 74,469 | 75,230 |
TOTAL ASSETS | 134,821 | 145,656 |
CURRENT LIABILITIES | ||
Accounts payable | 2,537 | 1,810 |
Other current liabilities | 11,202 | 9,826 |
Deferred revenues | 74 | |
Current portion of long-term debt – related party | 2,200 | 1,600 |
Total current liabilities | 16,013 | 13,236 |
NON-CURRENT LIABILITIES | ||
Long-term debt, net of debt discount – related party | 11,236 | 11,538 |
Liabilities for severance pay | 442 | 426 |
Deferred revenues, net of current portion | 669 | 669 |
Total non-current liabilities | 12,347 | 12,633 |
COMMITMENTS AND CONTINGENCIES (NOTE 11) | ||
STOCKHOLDERS' EQUITY | ||
Common shares (unlimited authorized; no par value) (2018 issued – 64,215,727 2017 - issued 64,078,781) | 201,899 | 201,806 |
Additional paid-in capital | 61,625 | 60,891 |
Accumulated other comprehensive (loss) income | (837) | 1,065 |
Accumulated deficit | (156,226) | (143,975) |
Total stockholders' equity | 106,461 | 119,787 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 134,821 | $ 145,656 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Statement of Financial Position [Abstract] | ||
Common stock, authorized unlimited | Unlimited | Unlimited |
Common stock, no par value | ||
Common stock, shares issued | 64,215,727 | 64,078,781 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 178 | $ 127 |
Operating expenses: | ||
Cost of revenue | 1,413 | 1,275 |
Research and development | 6,964 | 4,654 |
General and administration | 3,425 | 3,045 |
Total operating expenses | 11,802 | 8,974 |
Loss from operations | (11,624) | (8,847) |
Interest expense, net of interest income of $202 and $12 (including related party – see Note 8) | (539) | (704) |
Foreign exchange (loss) gain | (88) | 482 |
Loss before incomes taxes | (12,251) | (9,069) |
Income tax benefit | 431 | |
NET LOSS | $ (12,251) | $ (8,638) |
Net loss per share of common shares, basic and diluted | $ (0.19) | $ (0.22) |
Weighted-average number of common shares outstanding, basic and diluted | 64,179,605 | 40,026,270 |
Other comprehensive (loss) income - currency translation adjustments | $ (1,902) | $ 126 |
COMPREHENSIVE LOSS | $ (14,153) | $ (8,512) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Interest income | $ 202 | $ 12 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) - Currency Translation Adjustments [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 201,806 | $ 60,891 | $ 1,065 | $ (143,975) | $ 119,787 |
Balance, shares at Dec. 31, 2017 | 64,078,781 | ||||
Stock-based compensation | $ 88 | 734 | 822 | ||
Stock-based compensation, shares | 135,000 | ||||
Common shares issued on exercise of stock options | $ 5 | 5 | |||
Common shares issued on exercise of stock options, shares | 1,946 | ||||
Net loss | (12,251) | (12,251) | |||
Currency translation adjustments | (1,902) | (1,902) | |||
Balance at Mar. 31, 2018 | $ 201,899 | $ 61,625 | $ (837) | $ (156,226) | $ 106,461 |
Balance, Shares at Mar. 31, 2018 | 64,215,727 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (12,251) | $ (8,638) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 149 | 171 |
Stock-based compensation | 822 | 624 |
Amortization of debt discount | 299 | 288 |
Deferred taxes | (431) | |
Net change in operating working capital items: | ||
(Increase) in accounts receivable | (27) | (32) |
(Increase) in inventory | (1) | (78) |
Decrease in prepaid expenses | 54 | 67 |
(Increase) in other current assets | (106) | (95) |
(Increase) in other long-term assets | (19) | (27) |
(Decrease) increase in accounts payable | 614 | (609) |
(Decrease) increase in deferred revenues | 84 | (73) |
Increase in other current liabilities | 1,804 | 589 |
Net cash flows used in operating activities | (8,578) | (8,244) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (1,015) | (266) |
Net cash flows provided by investing activities | (1,015) | (266) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common shares for cash, upon exercise of stock options | 5 | 16 |
Net cash flows provided by financing activities | 5 | 16 |
Effect of exchange rates on cash | (12) | (279) |
CHANGE IN CASH FOR THE PERIOD | (9,600) | (8,773) |
CASH, BEGINNING OF PERIOD | 67,694 | 32,282 |
CASH, END OF PERIOD | 58,094 | 23,509 |
Supplementary information: | ||
Interest paid – related party | 474 | 450 |
Capital expenditures included in other current liabilities | $ 76 |
Nature of Business and Continua
Nature of Business and Continuation of Business | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Continuation of Business | 1. NATURE OF BUSINESS AND CONTINUATION OF BUSINESS Corporate Overview VBI Vaccines Inc. (the “Company” or “VBI”) was incorporated under the laws of British Columbia, Canada on April 9, 1965. The Company and its wholly-owned subsidiaries, VBI Vaccines (Delaware) Inc., a Delaware corporation (“VBI DE”); VBI DE’s wholly-owned subsidiary, Variation Biotechnologies (US), Inc., a Delaware corporation (“VBI US”); Variation Biotechnologies Inc. a Canadian company and the wholly-owned subsidiary of VBI US (“VBI Cda”); and SciVac Ltd. an Israeli company (“SciVac”) are collectively referred to as the “Company”, “we”, “us”, “our” or “VBI”. The Company’s registered office is located at Suite 1700, Park Place, 666 Burrard Street, Vancouver, BC V6C 2X8 with its principal office located at 222 Third Street, Suite 2241, Cambridge, MA 02142. In addition, the Company has manufacturing facilities located in Rehovot, Israel and research facilities located in Ottawa, Ontario, Canada. Principal Operations VBI is a commercial-stage, biopharmaceutical company developing next generation vaccines to address unmet needs in infectious disease and immuno-oncology. We currently manufacture our product, Sci-B-Vac a third generation Hepatitis B (“HBV”) vaccine for adults, children and newborns, which is approved for use in Israel and 14 other countries. Sci-B-Vac has not yet been approved by the U.S. Food and Drug Administration (the “FDA”), the European Medicines Agency (the “EMA”) or Health Canada. VBI is currently conducting a global Phase III clinical program to obtain FDA, EMA and Health Canada market approvals for commercial sale of Sci-B-Vac in the United States, the European Union (the “EU”), and Canada, respectively. Our wholly-owned subsidiary in Rehovot, Israel, currently manufactures and sells Sci-B-Vac. We are also developing technologies that seek to enhance vaccine protection in large, underserved markets. These include 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. VBI is advancing a pipeline of eVLP vaccines, with lead programs in human cytomegalovirus (“CMV”), an infection that, while common, can lead to serious complications in babies and people with weak immune systems, and is involved in the progression of glioblastoma multiforme (“GBM”), which is a form of brain cancer. Liquidity and Going Concern The Company has a limited operating history and faces a number of risks, including but not limited to, uncertainties regarding the success of the development and commercialization of its products, demand and market acceptance of the Company’s products and reliance on major customers. The Company anticipates that it will continue to incur significant operating costs and losses in connection with the development of its products. The Company has an accumulated deficit of $156,226 as of March 31, 2018 and cash outflows from operating activities of $8,578 for the three months ended March 31, 2018. 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 plans to finance future operations with existing cash reserves. Additional financing, if required, could be a combination of proceeds from the issuance of equity securities, the issuance of additional debt, or revenues from potential collaborations, if any. There is no assurance the Company will manage to obtain these sources of financing, if required. The above conditions raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The Company’s fiscal year ends on December 31 of each calendar year. The accompanying unaudited condensed consolidated financial statements have been prepared in U.S. dollars (“USD”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), for interim reporting. Accordingly, certain information and footnote disclosures normally included in the financial statements prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”), have been condensed or omitted pursuant to such rules and regulations. The December 31, 2017 consolidated balance sheet in this document was derived from the audited consolidated financial statements and does not include all of the disclosures required by U.S. GAAP. The condensed consolidated financial statements and notes included in this quarterly report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 10-K”), as filed with the SEC on February 26, 2018. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: SciVac, VBI DE, VBI US and VBI Cda. Intercompany balances and transactions between the Company and its subsidiaries are eliminated in the condensed consolidated financial statements. In the opinion of management, these condensed consolidated financial statements include all adjustments and accruals of a normal and recurring nature necessary to fairly state the results of the periods presented. The results for the periods presented are not necessarily indicative of results to be expected for the full year or for any future periods. Reclassification Certain prior year amounts have been reclassified to conform with the current quarter presentation and were not material to our condensed consolidated financial statements. Significant Accounting Policies The significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in the 2017 10-K, and there have been no changes to the Company’s significant accounting policies during the three months ended March 31, 2018, other than revenue recognition discussed below. Revenue recognition Revenues consist primarily of product sales of vaccines and research services. We apply the five-step model outlined in Accounting Standards Codification Topic 606, Revenue from Contracts from Customers (ASC 606). Revenue is recognized when control of the promised products or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). We adopted ASC 606 effective January 1, 2018. As a result, we have changed our accounting for revenue recognition. We applied ASC 606 using the modified retrospective method and there was no material impact to our consolidated financial statements related to the adoption of ASC 606. Foreign currency The functional and reporting currency of the Company is the USD. Each of the Company’s subsidiaries determines its own respective functional currency, and this currency is used to separately measure each entity’s financial position and operating results. Assets and liabilities of foreign operations with a different functional currency from that of the Company are translated at the closing rate at the end of each reporting period. Profit or loss items are translated at average exchange rates for all the relevant periods. All resulting translation differences are recognized as a component of accumulated other comprehensive loss (income). Foreign exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved, are included in the condensed consolidated statements of operations. Use of Estimates Preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We continually evaluate estimates used in the preparation of the condensed consolidated financial statements for reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. The significant areas of estimation include determining the deferred tax valuation allowance, estimating accrued clinical expenses, the inputs in determining the fair value of the in-process research and development (“IPR&D”) and goodwill as part of the annual impairment analysis, the inputs in determining the fair value of equity-based awards and warrants issued as well as the values ascribed to assets acquired and liabilities assumed in business combinations. Actual results may differ from estimates made. Goodwill and In-Process Research and Development The Company’s intangible assets determined to have indefinite useful lives including IPR&D and goodwill, are tested for impairment annually, or more frequently if events or circumstances indicate that the assets might be impaired. Such circumstances could include but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. When evaluating goodwill for impairment, we may first perform an assessment qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value, referred to as a “step zero” approach. Subsequently (if necessary after step zero), an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Under Accounting Standards Update (“ASU”) 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, Step 2 from the goodwill impairment test has been eliminated and goodwill impairment is measured as the excess of the carrying amount of the reporting unit over its fair value. The Company has established August 31 st The goodwill is in VBI Cda and the change in carrying value from December 31, 2017 relates to currency translation adjustments which decreased goodwill by $243 for the three-month period ended March 31, 2018. The costs of rights to IPR&D projects acquired in an asset acquisition are expensed in the consolidated statements of operations unless the project has an alternative future use. These costs include initial payments incurred prior to regulatory approval in connection with research and development agreements that provide rights to develop, manufacture, market and/or sell pharmaceutical products. IPR&D acquired in a business combination is capitalized as an intangible asset and tested for impairment at least annually until commercialization, after which time the IPR&D is amortized over its estimated useful life. The impairment test compares the carrying amount of the IPR&D asset to its fair value. If the carrying amount exceeds the fair value of the asset, such excess is recorded as an impairment loss. Fair value measurements of financial instruments 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. 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 condensed consolidated balance sheet consist of cash, accounts receivable, other current assets, accounts payable and other current liabilities. 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. The carrying amounts of the Company’s long-term assets approximate their respective fair values. At March 31, 2018 and December 31, 2017, the fair value of our outstanding debt, which is considered level 3 in the fair value hierarchy, is estimated to be approximately $15,306 and $15,157, respectively. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | 3. NEW ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements Revenue from Contracts with Customers In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09 , Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This update will change the income statement impact of equity investments held by an entity; disclosures related to fair value of financial instruments and presentation of financial assets and liabilities. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities must apply the standard using a cumulative-effect adjustment as of the beginning of the fiscal year of adoption. Except for certain early application guidance, early adoption is not permitted. We adopted this ASU effective January 1, 2018 and are no longer required to disclose the fair value assumptions in determining the fair value of the long-term debt in the footnote disclosures. Recently Issued Accounting Standards, not yet Adopted Leases In February 2016 the FASB issued ASU 2016-02: Leases. The ASU introduces a lessee model that results in most leases impacting the balance sheet. The ASU addresses other concerns related to the current leases model. Under ASU 2016-02, lessees will be required to recognize for all leases with terms longer than 12 months, at the commencement date of the lease, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. While we continue to evaluate the effect of adopting this guidance on our consolidated financial statements and related disclosures, we expect our operating leases, as disclosed in Note 11, will be subject to the new standard. We will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets upon adoption, which will increase our total assets and liabilities. |
Inventory, Net
Inventory, Net | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | 4. INVENTORY, NET Inventory is stated at the lower of cost or market and consists of the following: March 31, 2018 December 31, 2017 Finished goods $ 47 $ 99 Work-in-process 381 119 Raw materials 355 570 $ 783 $ 788 |
Intangibles
Intangibles | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | 5. INTANGIBLES March 31, 2018 Gross Carrying Amount Accumulated Amortization Cumulative Impairment Charge Cumulative Currency Translation Net Book Value Patents $ 669 $ (414 ) $ - $ 30 $ 285 IPR&D assets 61,500 - (300 ) 115 61,315 $ 62,169 $ (414 ) $ (300 ) $ 145 $ 61,600 December 31, 2017 Gross Carrying Amount Accumulated Amortization Cumulative Impairment Charge Cumulative Currency Translation Net Book Value Patents $ 669 $ (397 ) $ - $ 33 $ 305 IPR&D assets 61,500 - (300 ) 1,831 63,031 $ 62,169 $ (397 ) $ (300 ) $ 1,864 $ 63,336 The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives. Amortization related to the IPR&D assets will not begin amortizing until the Company commercializes its products. |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 6. OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: March 31, 2018 December 31, 2017 Accrued expenses (including clinical trial accrued expenses) $ 10,033 $ 7,921 Payroll and employee-related costs 1,056 1,699 Other current liabilities 113 206 $ 11,202 $ 9,826 |
Loss Per Share of Common Shares
Loss Per Share of Common Shares | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share of Common Shares | 7. LOSS PER SHARE OF COMMON SHARES Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common shares outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as warrants, and stock options, which would result in the issuance of incremental shares of common shares unless such effect is anti-dilutive. 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 as their effect would be anti-dilutive. These potentially dilutive securities are more fully described in Note 9, Stockholders’ Equity and Additional Paid-in Capital. The following potentially dilutive securities outstanding at March 31, 2018 and 2017 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: March 31, 2018 March 31, 2017 Warrants 2,618,824 2,068,824 Stock options and equity awards 3,960,549 3,120,525 6,579,373 5,189,349 |
Long-Term Debt - Related Party
Long-Term Debt - Related Party | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt - Related Party | 8. LONG-TERM DEBT – RELATED PARTY As at March 31, 2018 and the December 31, 2017, the long-term debt is as follows: March 31, 2018 December 31, 2017 Long-term debt, net of debt discount $ 13,436 $ 13,138 Less: current portion 2,200 1,600 $ 11,236 $ 11,538 On May 6, 2016, the Company through VBI DE assumed a term loan facility with Perceptive Credit Holdings, LP, a related party, (the “Lender”) in the amount of $6,000 (the “Facility”). On December 6, 2016, the Company amended the Facility (the “Amended Facility”) and raised $13,200 which was combined with the remaining balance from the Facility of $1,800. The total principal outstanding at March 31, 2018, including the $300 exit fee discussed below, is $15,300. Borrowings under the Amended Facility are secured by all of VBI assets. The principal on the Amended Facility accrues 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%. The first eighteen months are interest only. The interest rate as of March 31, 2018 was 12.88%. Upon the occurrence of an event of default, and during the continuance, of an event of default, the Applicable Margin, defined above, will be increased by 4.00% per annum. This term loan facility matures December 6, 2019 and includes both financial and non-financial covenants, including a minimum cash balance requirement. The Company was in compliance with these covenants as of March 31, 2018. Pursuant to the Amended Facility, the Company agreed to appoint a representative of Perceptive Credit on our board of directors (the “Board”) who is also a portfolio manager of the Company’s largest shareholder, effective January 2018, Perceptive Credit’s representative resigned from our Board. The Company’s obligations under the Amended Facility are secured on a senior basis by a lien on substantially all of the assets of the Company and its U.S. and Canadian subsidiaries and guaranteed by the Company and its U.S. and Canadian subsidiaries. The Amended and Restated Credit Agreement also contains customary events of default. The total debt discount of $3,453 is being charged to interest expense using the effective interest method over the term of the debt. As of March 31, 2018, and December 31, 2017, the unamortized debt discount is $1,864 and $2,163. The Company recorded $299 and $288 of interest expense related to the amortization of the debt discount during the three months ended March 31, 2018 and 2017, respectively. Total related party interest expense, including the amortization of the debt discount, was $773 and $738 for the three months ended March 31, 2018 and 2017, respectively. Such amounts are included in Interest expense, net in the accompanying condensed consolidated statements of operations and comprehensive loss. The following table summarizes the future principal payments that the Company expects to make for long-term debt: Principal payments on Amended Facility and exit fee Remaining 2018 $ 1,600 2019 13,700 $ 15,300 |
Stockholders' Equity and Additi
Stockholders' Equity and Additional Paid-In Capital | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity and Additional Paid-In Capital | 9. STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL Stock option plans The Company’s stock option plans are approved by and administered by the Company’s 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. 2006 VBI US Stock Option Plan No further options will be issued under the 2006 VBI US Stock Option Plan (the “2006 Plan”). As at March 31, 2018, there were 1,140,053 options outstanding under the 2006 Plan. 2013 Stock Incentive Plan No further options will be issued under the 2013 Equity Incentive Plan (the “2013 Plan”). As at March 31, 2018, there were 4,613 options outstanding under the 2013 Plan. 2014 Equity Incentive Plan No further options will be issued under the 2014 Equity Incentive Plan (the “2014 Plan”). As at March 31, 2018, there were 645,222 options outstanding under the 2014 Plan. 2016 VBI Equity Incentive Plan The 2016 VBI Equity Incentive Plan (the “2016 Plan”) is a rolling incentive plan that sets the number of common shares issuable under the 2016 Plan, together with any other security-based compensation arrangement of the Company, at a maximum of 10% of the aggregate common shares issued and outstanding on a non-diluted basis at the time of any grant under the 2016 Plan. The 10% maximum is inclusive of options granted under all equity incentive plans. The 2016 Plan is an omnibus equity incentive plan pursuant to which the Company may grant equity and equity-linked awards to eligible participants in order to promote the success of the Company following the VBI-SciVac Merger by providing a means to offer incentives and to attract, motivate, retain and reward persons eligible to participate in the 2016 Plan. Grants under the 2016 Plan include a grant or right consisting of one or more options, stock appreciation rights (“SARs”), restricted share units (“RSUs”), performance share units (“PSUs”), shares of restricted stock or other such award as may be permitted under the 2016 Plan. As at March 31, 2018, there were 1,639,114 options and 531,547 stock awards outstanding under the 2016 Plan. The aggregate number of common shares remaining available for issuance for awards under this plan total 1,936,496 at March 31, 2018. Activity related to stock options is as follows: Number of Stock Options Weighted Average Exercise Price Balance outstanding at December 31, 2017 2,351,395 $ 4.44 Granted 1,265,000 $ 4.19 Forfeited (185,447 ) 4.00 Exercised (1,946 ) $ 2.50 Balance outstanding at March 31, 2018 3,429,002 $ 4.35 Exercisable at March 31, 2018 1,747,927 $ 4.50 Information relating to restricted stock units is as follow: Number of Stock Awards Weighted Average Fair Value at Grant Date Unvested shares outstanding at December 31, 2017 424,379 $ 3.99 Granted 150,000 $ 4.26 Vested and exercised (17,832 ) $ 4.94 Forfeited (25,000 ) $ 3.87 Unvested shares outstanding at March 31, 2018 531,547 $ 4.03 In determining the amount of stock-based compensation the Company used the Black-Scholes option pricing model to establish the fair value of options granted by applying the following weighted average assumptions: 2018 2017 Volatility 114.53 % 87.22 % Risk free interest rate 2.48 % 2.31 % Expected term in years 5.77 6.3 Expected dividend yield 0 % 0 % Weighted average fair value per option $ 3.53 $ 3.12 The fair value of the options is recognized as an expense on a straight-line basis over the vesting period and forfeitures are accounted for when they occur. The total stock-based compensation expense recorded in the three months ended March 31, 2018 and 2017 was as follows: Three months ended March 31 2018 2017 Research and development $ 191 $ 185 General and administrative 618 423 Cost of revenues 13 16 Total stock-based compensation expense $ 822 $ 624 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES The Company operates in U.S., Israel and Canadian tax jurisdictions. Its income is subject to varying rates of tax, and losses incurred in one jurisdiction cannot be used to offset income taxes payable in another. The Company determines its annual effective tax rate at the end of each interim period based on the year to date period results. Since the Company is incorporated in Canada, it is required to use Canada’s statutory tax rate of 26.00% in the determination of the estimated annual effective tax rate. The Company’s effective tax rate on loss before tax for the three months ended March 31, 2018 of 0% (4.78% - 2017) differs from the Canadian statutory rate of 26.00% primarily due to recording a valuation allowance on the Canadian deferred tax assets in excess of the remaining Canadian deferred tax liability and the effect of recording a valuation allowance against deferred tax assets in all other jurisdictions. The Company maintains a valuation allowance on all of its deferred tax assets. A valuation allowance is required when, based upon an assessment of various factors, including recent operating loss history, anticipated future earnings, and prudent and reasonable tax planning strategies, it is more likely than not that some portion of the deferred tax assets will not be realized. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company may be involved in certain claims and litigation arising out of the ordinary course of business. Management assesses such claims and, if it considers that it is probable that an asset had been impaired or a liability had been incurred and the amount of loss can be reasonably estimated, provisions for loss are made based on management’s assessment of the most likely outcome. As at March 31, 2018 the Company believes that it maintains adequate insurance coverage for any such litigation matters arising in the normal course of business. Operating Leases The Company has entered into various non-cancelable lease agreements for its office, lab and manufacturing facilities. These arrangements expire at various times through 2022. Rent expense for the three months ended March 31, 2018 and 2017 was $216 and $217, respectively. The future annual minimum payments under these leases is as follows: Year ending December 31 Remaining 2018 $ 836 2019 913 2020 527 2021 451 2022 38 Thereafter - Total $ 2,765 On February 28, 2018 VBI DE signed a two-year term extension, which included additional office space, related to the office space in Cambridge, MA committing it to approximately $461 of rent payments which has been included in the above table. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 12. SEGMENT INFORMATION The Company’s Chief Executive Officer (“CEO”) has been identified as the chief operating decision maker. The CEO evaluates the performance of the Company and allocates resources based on the information provided by the Company’s internal management system at a consolidated level. The Company has determined that it has only one operating segment. Revenues from external customers are attributed to geographic areas based on location of the contracting customers: Three Months Ended March 31 2018 2017 Israel $ 106 $ 111 Asia 30 14 South America - 2 Europe 42 - Total $ 178 $ 127 There was no revenue attributed to our country of domicile, Canada, for the three months ended March 31, 2018 and 2017. |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company’s fiscal year ends on December 31 of each calendar year. The accompanying unaudited condensed consolidated financial statements have been prepared in U.S. dollars (“USD”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), for interim reporting. Accordingly, certain information and footnote disclosures normally included in the financial statements prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”), have been condensed or omitted pursuant to such rules and regulations. The December 31, 2017 consolidated balance sheet in this document was derived from the audited consolidated financial statements and does not include all of the disclosures required by U.S. GAAP. The condensed consolidated financial statements and notes included in this quarterly report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 10-K”), as filed with the SEC on February 26, 2018. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: SciVac, VBI DE, VBI US and VBI Cda. Intercompany balances and transactions between the Company and its subsidiaries are eliminated in the condensed consolidated financial statements. In the opinion of management, these condensed consolidated financial statements include all adjustments and accruals of a normal and recurring nature necessary to fairly state the results of the periods presented. The results for the periods presented are not necessarily indicative of results to be expected for the full year or for any future periods. |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform with the current quarter presentation and were not material to our condensed consolidated financial statements. |
Revenue Recognition | Revenue recognition Revenues consist primarily of product sales of vaccines and research services. We apply the five-step model outlined in Accounting Standards Codification Topic 606, Revenue from Contracts from Customers (ASC 606). Revenue is recognized when control of the promised products or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). We adopted ASC 606 effective January 1, 2018. As a result, we have changed our accounting for revenue recognition. We applied ASC 606 using the modified retrospective method and there was no material impact to our consolidated financial statements related to the adoption of ASC 606. |
Foreign Currency | Foreign currency The functional and reporting currency of the Company is the USD. Each of the Company’s subsidiaries determines its own respective functional currency, and this currency is used to separately measure each entity’s financial position and operating results. Assets and liabilities of foreign operations with a different functional currency from that of the Company are translated at the closing rate at the end of each reporting period. Profit or loss items are translated at average exchange rates for all the relevant periods. All resulting translation differences are recognized as a component of accumulated other comprehensive loss (income). Foreign exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved, are included in the condensed consolidated statements of operations. |
Use of Estimates | Use of Estimates Preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We continually evaluate estimates used in the preparation of the condensed consolidated financial statements for reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. The significant areas of estimation include determining the deferred tax valuation allowance, estimating accrued clinical expenses, the inputs in determining the fair value of the in-process research and development (“IPR&D”) and goodwill as part of the annual impairment analysis, the inputs in determining the fair value of equity-based awards and warrants issued as well as the values ascribed to assets acquired and liabilities assumed in business combinations. Actual results may differ from estimates made. |
Goodwill and In-Process Research and Development | Goodwill and In-Process Research and Development The Company’s intangible assets determined to have indefinite useful lives including IPR&D and goodwill, are tested for impairment annually, or more frequently if events or circumstances indicate that the assets might be impaired. Such circumstances could include but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. When evaluating goodwill for impairment, we may first perform an assessment qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value, referred to as a “step zero” approach. Subsequently (if necessary after step zero), an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Under Accounting Standards Update (“ASU”) 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, Step 2 from the goodwill impairment test has been eliminated and goodwill impairment is measured as the excess of the carrying amount of the reporting unit over its fair value. The Company has established August 31 st The goodwill is in VBI Cda and the change in carrying value from December 31, 2017 relates to currency translation adjustments which decreased goodwill by $243 for the three-month period ended March 31, 2018. The costs of rights to IPR&D projects acquired in an asset acquisition are expensed in the consolidated statements of operations unless the project has an alternative future use. These costs include initial payments incurred prior to regulatory approval in connection with research and development agreements that provide rights to develop, manufacture, market and/or sell pharmaceutical products. IPR&D acquired in a business combination is capitalized as an intangible asset and tested for impairment at least annually until commercialization, after which time the IPR&D is amortized over its estimated useful life. The impairment test compares the carrying amount of the IPR&D asset to its fair value. If the carrying amount exceeds the fair value of the asset, such excess is recorded as an impairment loss. |
Fair Value Measurements of Financial Instruments | Fair value measurements of financial instruments 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. 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 condensed consolidated balance sheet consist of cash, accounts receivable, other current assets, accounts payable and other current liabilities. 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. The carrying amounts of the Company’s long-term assets approximate their respective fair values. At March 31, 2018 and December 31, 2017, the fair value of our outstanding debt, which is considered level 3 in the fair value hierarchy, is estimated to be approximately $15,306 and $15,157, respectively. |
Inventory, Net (Tables)
Inventory, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is stated at the lower of cost or market and consists of the following: March 31, 2018 December 31, 2017 Finished goods $ 47 $ 99 Work-in-process 381 119 Raw materials 355 570 $ 783 $ 788 |
Intangibles (Tables)
Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles Assets | March 31, 2018 Gross Carrying Amount Accumulated Amortization Cumulative Impairment Charge Cumulative Currency Translation Net Book Value Patents $ 669 $ (414 ) $ - $ 30 $ 285 IPR&D assets 61,500 - (300 ) 115 61,315 $ 62,169 $ (414 ) $ (300 ) $ 145 $ 61,600 December 31, 2017 Gross Carrying Amount Accumulated Amortization Cumulative Impairment Charge Cumulative Currency Translation Net Book Value Patents $ 669 $ (397 ) $ - $ 33 $ 305 IPR&D assets 61,500 - (300 ) 1,831 63,031 $ 62,169 $ (397 ) $ (300 ) $ 1,864 $ 63,336 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: March 31, 2018 December 31, 2017 Accrued expenses (including clinical trial accrued expenses) $ 10,033 $ 7,921 Payroll and employee-related costs 1,056 1,699 Other current liabilities 113 206 $ 11,202 $ 9,826 |
Loss Per Share of Common Shar24
Loss Per Share of Common Shares (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Weighted Average Shares Outstanding | The following potentially dilutive securities outstanding at March 31, 2018 and 2017 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: March 31, 2018 March 31, 2017 Warrants 2,618,824 2,068,824 Stock options and equity awards 3,960,549 3,120,525 6,579,373 5,189,349 |
Long-Term Debt - Related Party
Long-Term Debt - Related Party (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | As at March 31, 2018 and the December 31, 2017, the long-term debt is as follows: March 31, 2018 December 31, 2017 Long-term debt, net of debt discount $ 13,436 $ 13,138 Less: current portion 2,200 1,600 $ 11,236 $ 11,538 |
Schedule of Future Payment of Long-Term Debt | The following table summarizes the future principal payments that the Company expects to make for long-term debt: Principal payments on Amended Facility and exit fee Remaining 2018 $ 1,600 2019 13,700 $ 15,300 |
Stockholders' Equity and Addi26
Stockholders' Equity and Additional Paid-in Capital (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Options Activity | Activity related to stock options is as follows: Number of Stock Options Weighted Average Exercise Price Balance outstanding at December 31, 2017 2,351,395 $ 4.44 Granted 1,265,000 $ 4.19 Forfeited (185,447 ) 4.00 Exercised (1,946 ) $ 2.50 Balance outstanding at March 31, 2018 3,429,002 $ 4.35 Exercisable at March 31, 2018 1,747,927 $ 4.50 |
Schedule of Restricted Stock Units | Information relating to restricted stock units is as follow: Number of Stock Awards Weighted Average Fair Value at Grant Date Unvested shares outstanding at December 31, 2017 424,379 $ 3.99 Granted 150,000 $ 4.26 Vested and exercised (17,832 ) $ 4.94 Forfeited (25,000 ) $ 3.87 Unvested shares outstanding at March 31, 2018 531,547 $ 4.03 |
Schedule of Fair Value of Options Granted By Using Black-Scholes Option Pricing Assumptions | In determining the amount of stock-based compensation the Company used the Black-Scholes option pricing model to establish the fair value of options granted by applying the following weighted average assumptions: 2018 2017 Volatility 114.53 % 87.22 % Risk free interest rate 2.48 % 2.31 % Expected term in years 5.77 6.3 Expected dividend yield 0 % 0 % Weighted average fair value per option $ 3.53 $ 3.12 |
Schedule of Stock-based Compensation Expense | The total stock-based compensation expense recorded in the three months ended March 31, 2018 and 2017 was as follows: Three months ended March 31 2018 2017 Research and development $ 191 $ 185 General and administrative 618 423 Cost of revenues 13 16 Total stock-based compensation expense $ 822 $ 624 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Annual Minimum Lease Payments | The future annual minimum payments under these leases is as follows: Year ending December 31 Remaining 2018 $ 836 2019 913 2020 527 2021 451 2022 38 Thereafter - Total $ 2,765 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographical Region | Revenues from external customers are attributed to geographic areas based on location of the contracting customers: Three Months Ended March 31 2018 2017 Israel $ 106 $ 111 Asia 30 14 South America - 2 Europe 42 - Total $ 178 $ 127 |
Nature of Business and Contin29
Nature of Business and Continuation of Business (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 156,226 | $ 143,975 | |
Net cash flows used in operating activities | $ 8,578 | $ 8,244 |
Significant Accounting Polici30
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Cumulative translation adjustment | $ 243 | |
Fair value of debt outstanding | $ 15,306 | $ 15,157 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 47 | $ 99 |
Work-in-process | 381 | 119 |
Raw materials | 355 | 570 |
Inventory net | $ 783 | $ 788 |
Intangibles - Schedule of Intan
Intangibles - Schedule of Intangibles Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Intangible assets, Gross | $ 62,169 | $ 62,169 |
Accumulated amortization | (414) | (397) |
Cumulative Impairment Charge | (300) | (300) |
Cumulative Currency Translation | 145 | 1,864 |
Intangible assets, Net | 61,600 | 63,336 |
Patents [Member] | ||
Intangible assets, Gross | 669 | 669 |
Accumulated amortization | (414) | (397) |
Cumulative Impairment Charge | ||
Cumulative Currency Translation | 30 | 33 |
Intangible assets, Net | 285 | 305 |
IPR&D [Member] | ||
Intangible assets, Gross | 61,500 | 61,500 |
Accumulated amortization | ||
Cumulative Impairment Charge | (300) | (300) |
Cumulative Currency Translation | 115 | 1,831 |
Intangible assets, Net | $ 61,315 | $ 63,031 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Accrued expenses (including clinical trial accrued expenses) | $ 10,033 | $ 7,921 |
Payroll and employee-related costs | 1,056 | 1,699 |
Other current liabilities | 113 | 206 |
Total Other current liabilities | $ 11,202 | $ 9,826 |
Loss Per Share of Common Shar34
Loss Per Share of Common Shares - Schedule of Antidilutive Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive weighted average shares outstanding | 6,579,373 | 5,189,349 |
Warrants [Member] | ||
Antidilutive weighted average shares outstanding | 2,618,824 | 2,068,824 |
Stock Options and Equity Awards [Member] | ||
Antidilutive weighted average shares outstanding | 3,960,549 | 3,120,525 |
Long-Term Debt - Related Part35
Long-Term Debt - Related Party (Details Narrative) - USD ($) $ in Thousands | Dec. 06, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | May 06, 2016 |
Line of credit maximum borrowing capacity | $ 6,000 | ||||
Unamortized debt discount | $ 3,453 | $ 1,864 | $ 2,163 | ||
Debt discount | 299 | $ 288 | |||
Interest Expenses Related Party [Member] | |||||
Debt discount | 773 | $ 738 | |||
Perceptive Credit Holdings, LP [Member] | |||||
Proceeds from line of credit | 13,200 | ||||
Line of credit remaining balance | $ 1,800 | ||||
Exit fee | 300 | ||||
Long term debt, gross | $ 15,300 | ||||
Term loan annual interest rate description | The principal on the facility accrues 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%. | ||||
Term loan interest rate | 12.88% | ||||
Term loan maturity date | Dec. 6, 2019 |
Long-Term Debt - Related Part36
Long-Term Debt - Related Party - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Long-term debt, net of debt discount | $ 13,436 | $ 13,138 |
Less: current portion | 2,200 | 1,600 |
Long-term debt | $ 11,236 | $ 11,538 |
Long-Term Debt - Related Part37
Long-Term Debt - Related Party - Schedule of Future Payment of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Total | $ 13,436 | $ 13,138 |
Long-term Debt [Member] | ||
Remaining 2,018 | 1,600 | |
2,019 | 13,700 | |
Total | $ 15,300 |
Stockholders' Equity and Addi38
Stockholders' Equity and Additional Paid-In Capital (Details Narrative) | 3 Months Ended |
Mar. 31, 2018shares | |
Number of common shares available for issuance | 1,936,496 |
2006 VBI US Stock Option Plan [Member] | |
Number of options outstanding | 1,140,053 |
2013 Stock Incentive Plan [Member] | |
Number of options outstanding | 4,613 |
2014 Equity Incentive Plan [Member] | |
Number of options outstanding | 645,222 |
2016 VBI Equity Incentive Plan [Member] | |
Maximum percentage of common shares issued and outstanding | 10.00% |
Maximum percentage of options granted | 10.00% |
Stock Options [Member] | |
Number of options outstanding | 1,639,114 |
Stock Awards [Member] | |
Number of options outstanding | 531,547 |
Stockholders' Equity and Addi39
Stockholders' Equity and Additional Paid-In Capital - Schedule of Stock Options Activity (Details) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Stock Options Outstanding, Beginning Balance | shares | 2,351,395 |
Number of Stock Options, Granted | shares | 1,265,000 |
Number of Stock Options, Forfeited | shares | (185,447) |
Number of Stock Options, Exercised | shares | (1,946) |
Number of Stock Options Outstanding, Ending Balance | shares | 3,429,002 |
Number of Stock Options, Exercisable | shares | 1,747,927 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.44 |
Weighted Average Exercise Price, Granted | $ / shares | 4.19 |
Weighted Average Exercise Price, Forfeited | $ / shares | 4 |
Weighted Average Exercise Price, Exercised | $ / shares | 2.50 |
Weighted Average Exercise Price, Ending Balance | $ / shares | 4.35 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 4.50 |
Stockholders' Equity and Addi40
Stockholders' Equity and Additional Paid-In Capital - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Stock Awards, Unvested shares outstanding beginning balance | shares | 424,379 |
Number of Stock Awards, Granted | shares | 150,000 |
Number of Stock Awards, Vested and exercised | shares | (17,832) |
Number of Stock Awards, Forfeited | shares | (25,000) |
Number of Stock Awards, Unvested shares outstanding ending balance | shares | 531,547 |
Weighted Average Fair Value at Grant Date, Unvested shares outstanding beginning balance | $ / shares | $ 3.99 |
Weighted Average Fair Value at Grant Date, Granted | $ / shares | 4.26 |
Weighted Average Fair Value at Grant Date, Vested and exercised | $ / shares | 4.94 |
Weighted Average Fair Value at Grant Date, Forfeited | $ / shares | 3.87 |
Weighted Average Fair Value at Grant Date, Unvested shares outstanding | $ / shares | $ 4.03 |
Stockholders' Equity and Addi41
Stockholders' Equity and Additional Paid-In Capital - Schedule of Fair Value of Options Granted By Using Black-Scholes Option Pricing Assumptions (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Volatility | 114.53% | 87.22% |
Risk free interest rate | 2.48% | 2.31% |
Expected term in years | 5 years 9 months 7 days | 6 years 3 months 19 days |
Expected dividend yield | 0.00% | 0.00% |
Weighted average fair value per option | $ 3.53 | $ 3.12 |
Stockholders' Equity and Addi42
Stockholders' Equity and Additional Paid-In Capital - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Total stock-based compensation expense | $ 822 | $ 624 |
Research and Development [Member] | ||
Total stock-based compensation expense | 191 | 185 |
General and Administrative [Member] | ||
Total stock-based compensation expense | 618 | 423 |
Cost of Revenues [Member] | ||
Total stock-based compensation expense | $ 13 | $ 16 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - Canada [Member] | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statutory income tax rate | 26.00% | |
Federal income tax rate | 0.00% | 4.78% |
Commitments and Contingencies44
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating leases expiration | 2,022 | ||
Operating leases, rent expense | $ 461 | $ 216 | $ 217 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Annual Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining 2,018 | $ 836 |
2,019 | 913 |
2,020 | 527 |
2,021 | 451 |
2,022 | 38 |
Thereafter | |
Total | $ 2,765 |
Segment Information (Details Na
Segment Information (Details Narrative) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)Number | Mar. 31, 2017USD ($) | |
Revenue | $ 178 | $ 127 |
Canada [Member] | ||
Number of operating segment | Number | 1 | |
Revenue |
Segment Information - Schedule
Segment Information - Schedule of Revenue by Geographical Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue | $ 178 | $ 127 |
Israel [Member] | ||
Revenue | 106 | 111 |
Asia [Member] | ||
Revenue | 30 | 14 |
South America [Member] | ||
Revenue | 2 | |
Europe [Member] | ||
Revenue | $ 42 |