VBI Vaccines (VBIVQ) 10-Q 9 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 09, 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	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Common Stock, Shares Outstanding		64,383,391
Trading Symbol	VBIV
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash	$ 25,986	$ 67,694
Accounts receivable, net	124	143
Inventory, net	1,120	788
Prepaid expenses	461	951
Other current assets	2,469	850
Total current assets	30,160	70,426
NON-CURRENT ASSETS
Other long-term assets	1,113	675
Property and equipment, net	7,293	2,245
Intangible assets, net	61,531	63,336
Goodwill	8,727	8,974
Total non-current assets	78,664	75,230
TOTAL ASSETS	108,824	145,656
CURRENT LIABILITIES
Accounts payable	4,510	1,810
Other current liabilities	12,455	9,826
Current portion of long-term debt - related party	1,800	1,600
Total current liabilities	18,765	13,236
NON-CURRENT LIABILITIES
Long-term debt, net of debt discount - related party	11,884	11,538
Liabilities for severance pay	378	426
Deferred revenues, net of current portion	669	669
Total non-current liabilities	12,931	12,633
COMMITMENTS AND CONTINGENCIES (NOTE 12)
STOCKHOLDERS' EQUITY
Common shares (unlimited authorized; no par value) (2018 - issued and outstanding 64,383,391; 2017 - issued and outstanding 64,078,781)	202,955	201,806
Additional paid-in capital	62,881	60,891
Accumulated other comprehensive (loss) income	(383)	1,065
Accumulated deficit	(188,325)	(143,975)
Total stockholders' equity	77,128	119,787
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 108,824	$ 145,656

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, authorized unlimited	Unlimited	Unlimited
Common stock, no par value
Common stock, shares issued	64,383,391	64,078,781
Common stock, shares outstanding	64,383,391	64,078,781

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Revenues	$ 259	$ 193	$ 671	$ 664
Operating expenses:
Cost of revenue	801	1,334	3,281	3,966
Research and development	10,507	5,205	28,385	14,387
General and administrative	3,493	2,795	10,904	8,611
Total operating expenses	14,801	9,334	42,570	26,964
Loss from operations	(14,542)	(9,141)	(41,899)	(26,300)
Interest expense, net of interest income (including related party - see Note 9)	(716)	(742)	(1,891)	(2,188)
Foreign exchange (loss) gain	(112)	81	(560)	605
Loss before incomes taxes	(15,370)	(9,802)	(44,350)	(27,883)
Income tax benefit				431
NET LOSS	$ (15,370)	$ (9,802)	$ (44,350)	$ (27,452)
Net loss per share of common shares, basic and diluted	$ (0.24)	$ (0.24)	$ (0.69)	$ (0.68)
Weighted-average number of common shares outstanding, basic and diluted	64,383,391	40,229,371	64,274,310	40,115,689
Other comprehensive (loss) income - currency translation adjustments	$ 1,541	$ 2,818	$ (1,448)	$ 4,834
COMPREHENSIVE LOSS	$ (13,829)	$ (6,984)	$ (45,798)	$ (22,618)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 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	$ 1,084	1,604			2,688
Stock-based compensation, shares	264,782
Common shares issued on exercise of stock options	$ 65				65
Common shares issued on exercise of stock options, shares	39,828
Warrant modification in connection with debt amendment		386			386
Net loss				(44,350)	(44,350)
Currency translation adjustments			(1,448)		(1,448)
Balance at Sep. 30, 2018	$ 202,955	$ 62,881	$ (383)	$ (188,325)	$ 77,128
Balance, Shares at Sep. 30, 2018	64,383,391

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (44,350)	$ (27,452)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	417	539
Stock-based compensation	2,688	1,844
Amortization of debt discount	931	884
Deferred taxes		(431)
Impairment of property and equipment (Note 5)	278
Impairment of intangibles		300
Net change in operating working capital items:
(Decrease) increase in accounts receivable	13	(187)
(Increase) decrease in inventory	(373)	198
(Increase) in prepaid expenses	(3)	(183)
(Increase) in other current assets	(1,735)	(503)
(Increase) decrease in other long-term assets	(11)	26
Increase in accounts payable	1,292	423
Increase (decrease) in deferred revenues	34	(94)
Increase in other current liabilities	2,836	2,746
Net cash flows used in operating activities	(37,983)	(21,890)
INVESTING ACTIVITIES
Purchase of property and equipment	(3,619)	(526)
Net cash flows used in investing activities	(3,619)	(526)
FINANCING ACTIVITIES
Proceeds from issuance of common shares for cash, upon exercise of stock options	65	16
Net cash flows provided by financing activities	65	16
Effect of exchange rates on cash	(171)	172
CHANGE IN CASH FOR THE PERIOD	(41,708)	(22,228)
CASH, BEGINNING OF PERIOD	67,694	32,282
CASH, END OF PERIOD	25,986	10,054
Supplementary information:
Interest paid - related party	1,469	1,375
Non-cash investing and financing activities:
Warrant modification in connection with debt amendment	386
Capital expenditures included in accounts payable and other current liabilities	$ 2,367	$ 145

Nature of Business and Continua

Nature of Business and Continuation of Business	9 Months Ended
	Sep. 30, 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. Our lead product, Sci-B-Vac, is a third generation Hepatitis B vaccine for adults, children and newborns, which is approved for use in Israel and 10 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 for Sci-B-Vac to obtain FDA, EMA and Health Canada market approvals for commercial sale of Sci-B-Vac in the United States, Europe and Canada, respectively. Our wholly-owned subsidiary in Rehovot, Israel, SciVac Ltd., manufactures and sells Sci-B-Vac., VBI is also advancing a pipeline of enveloped virus-like particle (“eVLP”) vaccines, developed with our eVLP platform technology that allows for the design of vaccines that closely mimic the structure of the target viruses. We have lead programs in both infectious diseases, with our congenital cytomegalovirus (“CMV”) vaccine candidate, and in immuno-oncology, with our glioblastoma multiforme (“GBM”) vaccine candidate. CMV is an infection that, while common, can lead to serious complications in newborns and people with weakened immune systems, and GBM is a common and aggressive 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 $188,325 as of September 30, 2018 and cash outflows from operating activities of $37,983 for the nine months ended September 30, 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, structured asset financings, 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	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 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 based on the primary economic environment that it operates in, 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), if the carrying value of a reporting unit exceeded its fair value an impairment would be recorded. We would perform our goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company has established August 31st as the date for its annual impairment test of goodwill. There was no goodwill impairment determined as a result of the Company’s annual testing on August 31, 2018. The fair value of the Company, which consists of a single reporting unit, included in the impairment test was determined using the closing market stock price of VBI as of August 31, 2018. 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 $247 for the nine-month period ended September 30, 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. There was no IPR&D impairment determined as a result of the Company’s annual testing on August 31, 2018. The fair value of the IPR&D assets included in the impairment test on August 31, 2018 was determined using the income approach method and is considered Level 3 in the fair value hierarchy. Some of the more significant estimates and assumptions inherent in the estimate of the fair value of IPR&D assets include the amount and timing of costs to develop the IPR&D into viable products, the amount and timing of future cash inflows, the discount rate and the probability of technical and regulatory success applied to the cash flows. The discount rate used was 13.5% and the cumulative probability of technical and regulatory success to achieve approval to market the products ranged from approximately 6% to 25%. The change in carrying value from December 31, 2017 relates to currency translation adjustments which decreased IPR&D by $1,735 for the nine-month period ended September 30, 2018. 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 September 30, 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 $15,639 and $15,157, respectively.

New Accounting Pronouncements

New Accounting Pronouncements	9 Months Ended
	Sep. 30, 2018
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements	3. NEW ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Standards, not yet Adopted Leases In February 2016 the Financial Accounting Standards Board (“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 lease 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. In July 2018, the FASB issued ASU 2018-10 “Codification Improvements to Topic 842, Leases”. This ASU affects narrow aspects of the guidance issued in the amendments in ASU 2016-02 including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under Topic 840, transition guidance for modifications to leases previously classified as direct financing or sales-type leases under Topic 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. The Company will implement ASC 842 retrospectively with an application date of January 1, 2019 through a cumulative-effect adjustment to opening retained earnings while the comparative period presented in the financial statements and footnote disclosures will continue to be in accordance with Topic 840 – Leases. The Company will use the package of practical expedients relating to: 1) the need to re-assess expired or existing contracts that are or contain leases; 2) the need to reassess lease classification for any expired or existing leases; and 3) the need the reassess initial direct costs for existing leases. The Company anticipates that with the adoption of this standard, recognition of right-of use assets and operating lease liabilities in the range of $1,500 to $1,800 will be recorded on its consolidated balance sheet. There will be no impact on opening retained earnings. Compensation – Stock Compensation In June 2018, the FASB issued ASU 2018-07: Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees, and as a result, the accounting for share-based payments to non-employees will be substantially aligned. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, early adoption is permitted but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact this new guidance will have on its financial statements and related disclosures. Intangibles – Goodwill and Other, Internal-Use Software In August 2018, the FASB issued ASU 2018-15: Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customers’ accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. This ASU can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact this new guidance will have on its financial statements and related disclosures.

Inventory, Net

Inventory, Net	9 Months Ended
	Sep. 30, 2018
Inventory Disclosure [Abstract]
Inventory, Net	4. INVENTORY, NET Inventory is stated at the lower of cost or market and consists of the following: September 30, 2018 December 31, 2017 Finished goods $ 71 $ 99 Work-in-process 277 119 Raw materials 772 570 $ 1,120 $ 788

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Property and Equipment	5. PROPERTY AND EQUIPMENT During the nine months ended September 30, 2018 the Company recorded an impairment of $278 related to certain leasehold improvements and manufacturing equipment no longer being utilized in the business as a result of the modernization and capacity increases of our manufacturing facility. The amount represented the remaining net book value of these assets. The impairment is included in general and administrative on the condensed consolidated statements of operations and comprehensive loss.

Intangibles

Intangibles	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangibles	6. INTANGIBLES September 30, 2018 Gross Carrying Amount Accumulated Amortization Cumulative Impairment Charge Cumulative Currency Translation Net Book Value Patents $ 669 $ (444 ) $ - $ 21 $ 246 IPR&D assets 61,500 - (300 ) 85 61,285 $ 62,169 $ (444 ) $ (300 ) $ 106 $ 61,531 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	9 Months Ended
	Sep. 30, 2018
Other Liabilities Disclosure [Abstract]
Other Current Liabilities	7. OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: September 30, 2018 December 31, 2017 Accrued expenses (including clinical trial accrued expenses) $ 11,439 $ 7,921 Payroll and employee-related costs 933 1,699 Other current liabilities 83 206 $ 12,455 $ 9,826

Loss Per Share of Common Shares

Loss Per Share of Common Shares	9 Months Ended
	Sep. 30, 2018
Earnings Per Share [Abstract]
Loss Per Share of Common Shares	8. 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 10, Stockholders’ Equity and Additional Paid-in Capital. The following potentially dilutive securities outstanding at September 30, 2018 and 2017 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: September 30, 2018 September 30, 2017 Warrants 2,618,824 2,068,824 Stock options and equity awards 3,954,548 2,870,982 6,573,372 4,939,806

Long-Term Debt - Related Party

Long-Term Debt - Related Party	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Long-Term Debt - Related Party	9. LONG-TERM DEBT – RELATED PARTY As at September 30, 2018 and the December 31, 2017, the long-term debt is as follows: September 30, 2018 December 31, 2017 Long-term debt, net of debt discount $ 13,684 $ 13,138 Less: current portion 1,800 1,600 $ 11,884 $ 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 the Lender’s commitment amount to $13,200, including the remaining balance from the Facility of $1,800. On July 17, 2018, the Company amended the Amended Facility (the “Second Amended Facility”) to extend the period the Company is required to pay only the interest on the loan from May 31, 2018 to December 31, 2018 and to extend the expiration date of certain warrants to purchase 363,771 common shares issued to the Lender with an original issue date of July 25, 2019 to December 6, 2021. The Company accounted for this as a debt modification, and as a result of the extension of the warrant expiration date in connection with the Second Amended Facility, the debt discount was increased by $386. This amount represents the incremental fair value of the modified warrants. The total principal amount of the loan under the Amended Facility outstanding at September 30, 2018, including the $300 exit fee discussed below, is $15,300. The principal amount of the loan made under the Second 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 Company was required to only pay interest initially until May 31, 2018, which date has been extended to December 31, 2018, pursuant to the Second Amended Facility. The interest rate as of September 30, 2018 was 13.125%. 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 September 30, 2018. Pursuant to the Amended Facility, the Company agreed to appoint a representative of the lender on the Company’s board of directors (the “Board”) who was also a portfolio manager of the Company’s largest shareholder. Effective January 2018, the Lender’s representative resigned from our Board. The Company’s obligations under the Second Amended Facility are secured on a senior basis by a lien on substantially all of the assets of the Company and its subsidiaries and are guaranteed by the Company and its subsidiaries. The Second Amended Facility also contains customary events of default. The total debt discount of $3,839 is being charged to interest expense using the effective interest method over the term of the debt. As of September 30, 2018, and December 31, 2017, the unamortized debt discount is $1,616 and $2,163. Interest expense, net of interest income recorded in the three and nine months ended September 30, 2018 and 2017 was as follows: Three months ended September 30 Nine months ended September 30 2018 2017 2018 2017 Interest expense – related party $ 503 $ 469 $ 1,469 $ 1,375 Amortization of debt discount – related party 342 299 $ 931 884 Interest income (129 ) (26 ) (509 ) (71 ) Total interest expense, net of interest income $ 716 $ 742 $ 1,891 $ 2,188 The following table summarizes the future principal payments due under long-term debt: Principal payments on Second Amended Facility and exit fee Remaining 2018 $ - 2019 15,300 $ 15,300

Stockholders' Equity and Additi

Stockholders' Equity and Additional Paid-In Capital	9 Months Ended
	Sep. 30, 2018
Stockholders' Equity Note [Abstract]
Stockholders' Equity and Additional Paid-In Capital	10. 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 September 30, 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 September 30, 2018, there were 3,460 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 September 30, 2018, there were 614,878 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 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 September 30, 2018, there were 1,871,044 options and 325,113 stock awards outstanding under the 2016 Plan. The aggregate number of common shares remaining available for issuance for awards under the 2016 Plan total 1,724,229 at September 30, 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 1,515,000 $ 3.82 Forfeited (197,132 ) 4.74 Exercised (39,828 ) $ 2.50 Balance outstanding at September 30, 2018 3,629,435 $ 4.16 Exercisable at September 30, 2018 2,162,478 $ 4.73 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 (224,266 ) $ 4.00 Forfeited (25,000 ) $ 3.87 Unvested shares outstanding at September 30, 2018 325,113 $ 4.11 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 114.68 % 87.22 % Risk free interest rate 2.57 % 2.31 % Expected term in years 5.84 6.3 Expected dividend yield 0.00 % 0.00 % Weighted average fair value per option $ 3.21 $ 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 and nine months ended September 30, 2018 and 2017 was as follows: Three months ended September 30 Nine months ended September 30 2018 2017 2018 2017 Research and development $ 168 $ 166 $ 557 $ 553 General and administrative 590 410 2,087 1,241 Cost of revenues 15 17 44 50 Total stock-based compensation expense $ 773 $ 593 $ 2,688 $ 1,844

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	11. 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 and nine months ended September 30, 2018 of 0.00% and 0.00% (0% and 1.5%, respectively for the three and nine months ended September 30, 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	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	12. 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 and conduct 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. On September 13, 2018, two unidentified minors filed, through their parents, a claim in the District Court of the central district in Israel against our subsidiary SciVac Ltd., alleging, among other things, defects in certain batches of Sci-B-Vac discovered in July 2015; that Sci-B-Vac was approved for use in children and infants in Israel without sufficient evidence establishing its safety; that SciVac Ltd. failed to provide accurate information about Sci-B-Vac to consumers and that each child suffered side effects from the vaccine. The claim was filed together with a motion seeking approval of a class action on behalf of 428,000 children vaccinated with Sci-B-Vac in Israel from April, 2011 and seeking damages in a total amount of NIS 1,879,500,000 (not in thousands). SciVac Ltd. believes this matter to be without merit and intends to oppose this motion and otherwise defend this matter vigorously. 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 September 30, 2018 and 2017 was $242 and $233, respectively and for the nine months ended September 30, 2018 and 2017 was $721 and $689, respectively. The future annual minimum payments under these leases is as follows: Year ending December 31 Remaining 2018 $ 251 2019 927 2020 517 2021 441 2022 37 Thereafter - Total $ 2,173

Segment Information

Segment Information	9 Months Ended
	Sep. 30, 2018
Segment Reporting [Abstract]
Segment Information	13. 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 September 30 Nine Months Ended September 30 2018 2017 2018 2017 Israel $ 108 $ 153 $ 388 $ 400 Asia - 40 31 101 North America - - - 150 South America - - - 2 Europe 151 - 252 11 Total $ 259 $ 193 $ 671 $ 664 There was no revenue attributed to our country of domicile, Canada, for the three and nine months ended September 30, 2018 and 2017.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 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 based on the primary economic environment that it operates in, 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), if the carrying value of a reporting unit exceeded its fair value an impairment would be recorded. We would perform our goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company has established August 31st as the date for its annual impairment test of goodwill. There was no goodwill impairment determined as a result of the Company’s annual testing on August 31, 2018. The fair value of the Company, which consists of a single reporting unit, included in the impairment test was determined using the closing market stock price of VBI as of August 31, 2018. 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 $247 for the nine-month period ended September 30, 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. There was no IPR&D impairment determined as a result of the Company’s annual testing on August 31, 2018. The fair value of the IPR&D assets included in the impairment test on August 31, 2018 was determined using the income approach method and is considered Level 3 in the fair value hierarchy. Some of the more significant estimates and assumptions inherent in the estimate of the fair value of IPR&D assets include the amount and timing of costs to develop the IPR&D into viable products, the amount and timing of future cash inflows, the discount rate and the probability of technical and regulatory success applied to the cash flows. The discount rate used was 13.5% and the cumulative probability of technical and regulatory success to achieve approval to market the products ranged from approximately 6% to 25%. The change in carrying value from December 31, 2017 relates to currency translation adjustments which decreased IPR&D by $1,735 for the nine-month period ended September 30, 2018.
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 September 30, 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 $15,639 and $15,157, respectively.

Inventory, Net (Tables)

Inventory, Net (Tables)	9 Months Ended
	Sep. 30, 2018
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory is stated at the lower of cost or market and consists of the following: September 30, 2018 December 31, 2017 Finished goods $ 71 $ 99 Work-in-process 277 119 Raw materials 772 570 $ 1,120 $ 788

Intangibles (Tables)

Intangibles (Tables)	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangibles Assets	September 30, 2018 Gross Carrying Amount Accumulated Amortization Cumulative Impairment Charge Cumulative Currency Translation Net Book Value Patents $ 669 $ (444 ) $ - $ 21 $ 246 IPR&D assets 61,500 - (300 ) 85 61,285 $ 62,169 $ (444 ) $ (300 ) $ 106 $ 61,531 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)	9 Months Ended
	Sep. 30, 2018
Other Liabilities Disclosure [Abstract]
Schedule of Other Current Liabilities	Other current liabilities consisted of the following: September 30, 2018 December 31, 2017 Accrued expenses (including clinical trial accrued expenses) $ 11,439 $ 7,921 Payroll and employee-related costs 933 1,699 Other current liabilities 83 206 $ 12,455 $ 9,826

Loss Per Share of Common Shar_2

Loss Per Share of Common Shares (Tables)	9 Months Ended
	Sep. 30, 2018
Earnings Per Share [Abstract]
Schedule of Antidilutive Weighted Average Shares Outstanding	The following potentially dilutive securities outstanding at September 30, 2018 and 2017 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: September 30, 2018 September 30, 2017 Warrants 2,618,824 2,068,824 Stock options and equity awards 3,954,548 2,870,982 6,573,372 4,939,806

Long-Term Debt - Related Party

Long-Term Debt - Related Party (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Schedule of Long-Term Debt	As at September 30, 2018 and the December 31, 2017, the long-term debt is as follows: September 30, 2018 December 31, 2017 Long-term debt, net of debt discount $ 13,684 $ 13,138 Less: current portion 1,800 1,600 $ 11,884 $ 11,538
Schedule of Interest Expense	Interest expense, net of interest income recorded in the three and nine months ended September 30, 2018 and 2017 was as follows: Three months ended September 30 Nine months ended September 30 2018 2017 2018 2017 Interest expense – related party $ 503 $ 469 $ 1,469 $ 1,375 Amortization of debt discount – related party 342 299 $ 931 884 Interest income (129 ) (26 ) (509 ) (71 ) Total interest expense, net of interest income $ 716 $ 742 $ 1,891 $ 2,188
Schedule of Future Payment of Long-Term Debt	The following table summarizes the future principal payments due under long-term debt: Principal payments on Second Amended Facility and exit fee Remaining 2018 $ - 2019 15,300 $ 15,300

Stockholders' Equity and Addi_2

Stockholders' Equity and Additional Paid-In Capital (Tables)	9 Months Ended
	Sep. 30, 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 1,515,000 $ 3.82 Forfeited (197,132 ) 4.74 Exercised (39,828 ) $ 2.50 Balance outstanding at September 30, 2018 3,629,435 $ 4.16 Exercisable at September 30, 2018 2,162,478 $ 4.73
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 (224,266 ) $ 4.00 Forfeited (25,000 ) $ 3.87 Unvested shares outstanding at September 30, 2018 325,113 $ 4.11
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 114.68 % 87.22 % Risk free interest rate 2.57 % 2.31 % Expected term in years 5.84 6.3 Expected dividend yield 0.00 % 0.00 % Weighted average fair value per option $ 3.21 $ 3.12
Schedule of Stock-based Compensation Expense	The total stock-based compensation expense recorded in the three and nine months ended September 30, 2018 and 2017 was as follows: Three months ended September 30 Nine months ended September 30 2018 2017 2018 2017 Research and development $ 168 $ 166 $ 557 $ 553 General and administrative 590 410 2,087 1,241 Cost of revenues 15 17 44 50 Total stock-based compensation expense $ 773 $ 593 $ 2,688 $ 1,844

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 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 $ 251 2019 927 2020 517 2021 441 2022 37 Thereafter - Total $ 2,173

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
	Sep. 30, 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 September 30 Nine Months Ended September 30 2018 2017 2018 2017 Israel $ 108 $ 153 $ 388 $ 400 Asia - 40 31 101 North America - - - 150 South America - - - 2 Europe 151 - 252 11 Total $ 259 $ 193 $ 671 $ 664

Nature of Business and Contin_2

Nature of Business and Continuation of Business (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 188,325		$ 143,975
Net cash flows used in operating activities	$ 37,983	$ 21,890

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Cumulative translation adjustment	$ 247
Fair value of debt outstanding	15,639	$ 15,157
IPR&D assets [Member]
Cumulative translation adjustment	$ 1,735
IPR&D assets [Member] | Minimum [Member]
Cumulative probability of technical and regulatory success, percentage	6.00%
IPR&D assets [Member] | Maximum [Member]
Cumulative probability of technical and regulatory success, percentage	25.00%
IPR&D assets [Member] | Discount Rate [Member]
Percentage on discount rate	13.50%

New Accounting Pronouncements (

New Accounting Pronouncements (Details Narrative) $ in Thousands	Sep. 30, 2018USD ($)
Minimum [Member]
Right-of use assets and operating lease liabilities	$ 1,500
Maximum [Member]
Right-of use assets and operating lease liabilities	$ 1,800

Inventory, Net - Schedule of In

Inventory, Net - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Finished goods	$ 71	$ 99
Work-in-process	277	119
Raw materials	772	570
Inventory net	$ 1,120	$ 788

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Impairment of property and equipment	$ 278

Intangibles - Schedule of Intan

Intangibles - Schedule of Intangibles Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Intangible assets, Gross	$ 62,169	$ 62,169
Accumulated Amortization	(444)	(397)
Cumulative Impairment Charge	(300)	(300)
Cumulative Currency Translation	106	1,864
Intangible assets, Net	61,531	63,336
Patents [Member]
Intangible assets, Gross	669	669
Accumulated Amortization	(444)	(397)
Cumulative Impairment Charge
Cumulative Currency Translation	21	33
Intangible assets, Net	246	305
IPR&D [Member]
Intangible assets, Gross	61,500	61,500
Accumulated Amortization
Cumulative Impairment Charge	(300)	(300)
Cumulative Currency Translation	85	1,831
Intangible assets, Net	$ 61,285	$ 63,031

Other Current Liabilities - Sch

Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Other Liabilities Disclosure [Abstract]
Accrued expenses (including clinical trial accrued expenses)	$ 11,439	$ 7,921
Payroll and employee-related costs	933	1,699
Other current liabilities	83	206
Total Other current liabilities	$ 12,455	$ 9,826

Loss Per Share of Common Shar_3

Loss Per Share of Common Shares - Schedule of Antidilutive Weighted Average Shares Outstanding (Details) - shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Antidilutive weighted average shares outstanding	6,573,372	4,939,806
Warrants [Member]
Antidilutive weighted average shares outstanding	2,618,824	2,068,824
Stock Options and Equity Awards [Member]
Antidilutive weighted average shares outstanding	3,954,548	2,870,982

Long-Term Debt - Related Part_2

Long-Term Debt - Related Party (Details Narrative) - USD ($) $ in Thousands	Jul. 17, 2018	Dec. 06, 2016	Sep. 30, 2018	Dec. 31, 2017	May 06, 2016
Debt instrument, extension date, description	May 31, 2018 to December 31, 2018
Number of warrants issued to purchase common stock shares	363,771
Warrants to purchase common shares original issue date description	Original issue date of July 25, 2019 to December 6, 2021.
Increase in debt discount	$ 386
Interest expense debt			$ 3,839
Unamortized debt discount			1,616	$ 2,163
Perceptive Credit Holdings, LP [Member]
Line of credit maximum borrowing capacity					$ 6,000
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 amount of the loan made under the Second 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%.
Term loan interest rate			13.125%
Term loan maturity date			Dec. 6, 2019
Perceptive Credit Holdings, LP [Member] | Maximum [Member]
Term loan interest rate			4.00%

Long-Term Debt - Related Part_3

Long-Term Debt - Related Party - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Long-term debt, net of debt discount	$ 13,684	$ 13,138
Less: current portion	1,800	1,600
Long-term debt	$ 11,884	$ 11,538

Long-Term Debt - Related Part_4

Long-Term Debt - Related Party - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Debt Disclosure [Abstract]
Interest expense - related party	$ 503	$ 469	$ 1,469	$ 1,375
Amortization of debt discount - related party	342	299	931	884
Interest income	(129)	(26)	(509)	(71)
Total interest expense, net of interest income	$ 716	$ 742	$ 1,891	$ 2,188

Long-Term Debt - Related Part_5

Long-Term Debt - Related Party - Schedule of Future Payment of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Total	$ 13,684	$ 13,138
Long-term Debt [Member]
Remaining 2,018
2,019	15,300
Total	$ 15,300

Stockholders' Equity and Addi_3

Stockholders' Equity and Additional Paid-In Capital (Details Narrative)	9 Months Ended
	Sep. 30, 2018shares
Number of common shares available for issuance	1,724,229
2006 VBI US Stock Option Plan [Member]
Number of options outstanding	1,140,053
2013 Stock Incentive Plan [Member]
Number of options outstanding	3,460
2014 Equity Incentive Plan [Member]
Number of options outstanding	614,878
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] | 2016 VBI Equity Incentive Plan [Member]
Number of options outstanding	1,871,044
Stock Awards [Member] | 2016 VBI Equity Incentive Plan [Member]
Number of options outstanding	325,113

Stockholders' Equity and Addi_4

Stockholders' Equity and Additional Paid-In Capital - Schedule of Stock Options Activity (Details) - Stock Options [Member]	9 Months Ended
	Sep. 30, 2018$ / sharesshares
Number of Stock Options Outstanding, Beginning Balance | shares	2,351,395
Number of Stock Options, Granted | shares	1,515,000
Number of Stock Options, Forfeited | shares	(197,132)
Number of Stock Options, Exercised | shares	(39,828)
Number of Stock Options Outstanding, Ending Balance | shares	3,629,435
Number of Stock Options, Exercisable | shares	2,162,478
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 4.44
Weighted Average Exercise Price, Granted | $ / shares	3.82
Weighted Average Exercise Price, Forfeited | $ / shares	4.74
Weighted Average Exercise Price, Exercised | $ / shares	2.50
Weighted Average Exercise Price, Ending Balance | $ / shares	4.16
Weighted Average Exercise Price, Exercisable | $ / shares	$ 4.73

Stockholders' Equity and Addi_5

Stockholders' Equity and Additional Paid-In Capital - Schedule of Restricted Stock Units (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Weighted Average Fair Value at Grant Date, Granted	$ 3.21	$ 3.12
Restricted Stock Units (RSUs) [Member]
Number of Stock Awards, Unvested shares outstanding beginning balance	424,379
Number of Stock Awards, Granted	150,000
Number of Stock Awards, Vested and exercised	(224,266)
Number of Stock Awards, Forfeited	(25,000)
Number of Stock Awards, Unvested shares outstanding ending balance	325,113	424,379
Weighted Average Fair Value at Grant Date, Unvested shares outstanding beginning balance	$ 3.99
Weighted Average Fair Value at Grant Date, Granted	4.26
Weighted Average Fair Value at Grant Date, Vested and exercised	4
Weighted Average Fair Value at Grant Date, Forfeited	3.87
Weighted Average Fair Value at Grant Date, Unvested shares outstanding	$ 4.11	$ 3.99

Stockholders' Equity and Addi_6

Stockholders' Equity and Additional Paid-In Capital - Schedule of Fair Value of Options Granted By Using Black-Scholes Option Pricing Assumptions (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
Volatility	114.68%	87.22%
Risk free interest rate	2.57%	2.31%
Expected term in years	5 years 10 months 3 days	6 years 3 months 19 days
Expected dividend yield	0.00%	0.00%
Weighted average fair value per option	$ 3.21	$ 3.12

Stockholders' Equity and Addi_7

Stockholders' Equity and Additional Paid-In Capital - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Total stock-based compensation expense	$ 773	$ 593	$ 2,688	$ 1,844
Research and Development [Member]
Total stock-based compensation expense	168	166	557	553
General and Administrative [Member]
Total stock-based compensation expense	590	410	2,087	1,241
Cost of Revenues [Member]
Total stock-based compensation expense	$ 15	$ 17	$ 44	$ 50

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - Canada [Member]	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Statutory income tax rate			26.00%
Federal income tax rate	0.00%	0.00%	0.00%	1.50%

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	Sep. 13, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating leases expiration				2,022
Operating leases, rent expense		$ 242	$ 233	$ 721	$ 689
NIS [Member]
Seeking damages	$ 1,879,500

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Future Annual Minimum Lease Payments (Details) $ in Thousands	Sep. 30, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remaining 2,018	$ 251
2,019	927
2,020	517
2,021	441
2,022	37
Thereafter
Total	$ 2,173

Segment Information (Details Na

Segment Information (Details Narrative) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018USD ($)	Sep. 30, 2017USD ($)	Sep. 30, 2018USD ($)Number	Sep. 30, 2017USD ($)
Revenue	$ 259	$ 193	$ 671	$ 664
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		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 259	$ 193	$ 671	$ 664
Israel [Member]
Revenue	108	153	388	400
Asia [Member]
Revenue		40	31	101
North America [Member]
Revenue				150
South America [Member]
Revenue				2
Europe [Member]
Revenue	$ 151		$ 252	$ 11