VBI Vaccines (VBIVQ) 10-Q 9 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 09, 2019
Document And Entity Information
Entity Registrant Name	VBI Vaccines Inc/BC
Entity Central Index Key	0000764195
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity's Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		97,757,199
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash	$ 30,075	$ 59,270
Accounts receivable, net	56	56
Inventory, net	1,197	911
Prepaid expenses	1,021	982
Other current assets	537	512
Total current assets	32,886	61,731
NON-CURRENT ASSETS
Other long-term assets	607	835
Property and equipment, net	10,401	8,525
Right of use assets	1,565
Intangible assets, net	60,590	58,249
Goodwill	8,600	8,265
Total non-current assets	81,763	75,874
TOTAL ASSETS	114,649	137,605
CURRENT LIABILITIES
Accounts payable	3,235	6,055
Other current liabilities	14,153	13,847
Current portion of deferred revenues	2,095	2,375
Current portion of lease liability	741
Current portion of long-term debt, net of debt discount - related party	14,356	1,100
Total current liabilities	34,580	23,377
NON-CURRENT LIABILITIES
Lease liability, net of current portion	824
Long-term debt, net of debt discount - related party		12,927
Liabilities for severance pay	442	371
Deferred revenues, net of current portion	2,550	2,797
Total non-current liabilities	3,816	16,095
COMMITMENTS AND CONTINGENCIES (NOTE 12)
STOCKHOLDERS' EQUITY
Common shares (unlimited authorized; no par value) (June 30, 2019 - issued and outstanding 97,757,199; December 31, 2018 - issued and outstanding 97,343,777)	247,276	246,417
Additional paid-in capital	65,013	63,449
Accumulated other comprehensive loss	(685)	(4,158)
Accumulated deficit	(235,351)	(207,575)
Total stockholders' equity	76,253	98,133
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 114,649	$ 137,605

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock, authorized unlimited	Unlimited	Unlimited
Common stock, no par value
Common stock, shares issued	97,757,199	97,343,777
Common stock, shares outstanding	97,757,199	97,343,777

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Revenues	$ 640	$ 234	$ 1,000	$ 412
Operating expenses:
Cost of revenues	2,354	1,067	3,342	2,480
Research and development	7,361	10,914	16,588	17,879
General and administrative	3,194	3,987	7,158	7,412
Total operating expenses	12,909	15,968	27,088	27,771
Loss from operations	(12,269)	(15,734)	(26,088)	(27,359)
Interest expense, net of interest income (including related party - see Note 8)	(566)	(636)	(1,046)	(1,175)
Foreign exchange loss	(335)	(361)	(642)	(448)
Loss before income taxes	(13,170)	(16,731)	(27,776)	(28,982)
Income tax expense
NET LOSS	$ (13,170)	$ (16,731)	$ (27,776)	$ (28,982)
Net loss per share of common shares, basic and diluted	$ (0.13)	$ (0.26)	$ (0.28)	$ (0.45)
Weighted-average number of common shares outstanding, basic and diluted	97,678,645	64,257,695	97,580,679	64,218,866
Other comprehensive (loss) income - currency translation adjustments	$ 1,746	$ (1,087)	$ 3,473	$ (2,989)
COMPREHENSIVE LOSS	$ (11,424)	$ (17,818)	$ (24,303)	$ (31,971)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 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
Balance at Dec. 31, 2017	$ 201,806	60,891	1,065	(143,975)	119,787
Balance, shares at Dec. 31, 2017	64,078,781
Warrant modification in connection with debt amendment
Net loss					(28,982)
Currency translation adjustments					(2,989)
Balance at Jun. 30, 2018	$ 202,566	62,111	(1,924)	(172,957)	89,796
Balance, Shares at Jun. 30, 2018	64,383,391
Balance at Mar. 31, 2018	$ 201,899	61,625	(837)	(156,226)	106,461
Balance, shares at Mar. 31, 2018	64,215,727
Stock-based compensation	$ 607	486			1,093
Stock-based compensation, shares	129,782
Common shares issued on exercise of stock options	$ 60				60
Common shares issued on exercise of stock options, shares	37,882
Net loss				(16,731)	(16,731)
Currency translation adjustments			(1,087)		(1,087)
Balance at Jun. 30, 2018	$ 202,566	62,111	(1,924)	(172,957)	89,796
Balance, Shares at Jun. 30, 2018	64,383,391
Balance at Dec. 31, 2018	$ 246,417	63,449	(4,158)	(207,575)	98,133
Balance, shares at Dec. 31, 2018	97,343,777
Stock-based compensation	$ 431	831			1,262
Stock-based compensation, shares	318,110
Warrant modification in connection with debt amendment		179			179
Net loss				(14,606)	(14,606)
Currency translation adjustments			1,727		1,727
Balance at Mar. 31, 2019	$ 246,848	64,459	(2,431)	(222,181)	86,695
Balance, Shares at Mar. 31, 2019	97,661,887
Balance at Dec. 31, 2018	$ 246,417	63,449	(4,158)	(207,575)	98,133
Balance, shares at Dec. 31, 2018	97,343,777
Warrant modification in connection with debt amendment					179
Net loss					(27,776)
Currency translation adjustments					3,473
Balance at Jun. 30, 2019	$ 247,276	65,013	(685)	(235,351)	76,253
Balance, Shares at Jun. 30, 2019	97,757,199
Balance at Mar. 31, 2019	$ 246,848	64,459	(2,431)	(222,181)	86,695
Balance, shares at Mar. 31, 2019	97,661,887
Stock-based compensation	$ 428	554			982
Stock-based compensation, shares	95,312
Net loss				(13,170)	(13,170)
Currency translation adjustments			1,746		1,746
Balance at Jun. 30, 2019	$ 247,276	$ 65,013	$ (685)	$ (235,351)	$ 76,253
Balance, Shares at Jun. 30, 2019	97,757,199

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (27,776)	$ (28,982)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	386	288
Stock-based compensation	2,244	1,915
Amortization of debt discount	508	589
Impairment of property and equipment		278
Net change in operating working capital items:
Decrease (increase) in accounts receivable	5	(38)
Increase in inventory	(237)	(286)
Decrease (increase) in prepaid expenses	320	(5)
Increase in other current assets	(35)	(1,435)
Increase in other long-term assets	(1)	(25)
Decrease in operating right of use assets	504
(Decrease) increase in accounts payable	(3,432)	946
(Decrease) increase in deferred revenues	(817)	35
Increase in other current liabilities	2,531	2,193
Payments made on operating lease liabilities	(504)
Net cash flows used in operating activities	(26,304)	(24,527)
INVESTING ACTIVITIES
Purchase of property and equipment	(2,901)	(2,037)
Net cash flows used in investing activities	(2,901)	(2,037)
FINANCING ACTIVITIES
Proceeds from issuance of common shares for cash, upon exercise of stock options		65
Net cash flows provided by financing activities		65
Effect of exchange rates on cash	10	(68)
CHANGE IN CASH FOR THE PERIOD	(29,195)	(26,567)
CASH, BEGINNING OF PERIOD	59,270	67,694
CASH, END OF PERIOD	30,075	41,127
Supplementary information:
Interest paid - related party	1,030	966
Non-cash investing and financing activities:
Warrant modification in connection with debt amendment	179
Capital expenditures included in accounts payable and other current liabilities	$ 492	$ 1,294

Nature of Business and Continua

Nature of Business and Continuation of Business	6 Months Ended
	Jun. 30, 2019
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”); SciVac Ltd. an Israeli company (“SciVac”) and SciVac Hong Kong Limited (“SciVac HK”) 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 prophylactic Hepatitis B vaccine, which is approved for use in Israel and 10 other countries. Sci-B-Vac has not yet been approved by the United States 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, Europe, and Canada, respectively. Our wholly-owned subsidiary in Rehovot, Israel, currently manufactures and sells Sci-B-Vac. We are also developing a protein-based immunotherapeutic for treatment of Hepatitis B in collaboration with Brii Biosciences Limited (“Brii Bio”). We are also developing a pipeline of products that target unmet medical needs in infectious disease and oncology. These programs are developed using VBI’s proprietary technology, the 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’s lead eVLP programs are targeting human cytomegalovirus (“CMV”), an infection that can lead to serious complications in newborns, solid organ transplant recipients, and people with weakened immune systems, and that is present in glioblastoma (“GBM”), an aggressive form of adult 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 $235,351 as of June 30, 2019 and cash outflows from operating activities of $26,304 for the six months ended June 30, 2019. 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 its future operations with existing cash reserves. Additional financing may be obtained from the issuance of equity securities, the issuance of additional debt, structured asset financings, and/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 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. 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.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2019
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, 2018 consolidated balance sheet in this document was derived from the audited consolidated financial statements. The condensed consolidated financial statements and notes included in this quarterly report on Form 10-Q (this “Form 10-Q”) does not include all of the disclosures required by U.S. GAAP and 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, 2018 (the “2018 10-K”), as filed with the SEC on February 25, 2019. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: SciVac, VBI DE, VBI US, VBI Cda and SciVac HK. 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. Significant Accounting Policies The significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in the 2018 10-K, and there have been no changes to the Company’s significant accounting policies during the six months ended June 30, 2019, other than accounting for leases discussed below. Leases The Company determines if an arrangement is a lease at inception. For the Company’s operating leases, the right-of-use (“ROU”) assets represents the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Since the lease agreements do not provide an implicit rate, the Company estimated an incremental borrowing rate in determining the present value of the lease payments. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as operating costs and property taxes are expensed as incurred. See also Note 3.

New Accounting Pronouncements

New Accounting Pronouncements	6 Months Ended
	Jun. 30, 2019
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements	3. NEW ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. On January 1, 2019, the Company adopted the new lease standard using the optional transition method under which comparative financial information will not be restated and continue to apply the provisions of the previous lease standard in its annual disclosures for the comparative periods. In addition, the new lease standard provides a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease; did not have to reasses the lease classifications or reasses the initial direct costs associated with expired or existing leases. The new lease standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize ROU assets or lease liabilities for short term leases. The Company elected the practical expedient to not separate lease and non-lease components. On January 1, 2019, the Company recognized ROU assets and lease liabilities of $1,653 on its consolidated balance sheet. 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. Our adoption of this ASU, effective January 1, 2019, did not have a material impact on our condensed consolidated financial statements and footnote disclosures. Recently Issued Accounting Standards, not yet Adopted 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 condensed consolidated financial statements and related disclosures.

Inventory, Net

Inventory, Net	6 Months Ended
	Jun. 30, 2019
Inventory Disclosure [Abstract]
Inventory, Net	4. INVENTORY, NET Inventory is stated at the lower of cost or market and consists of the following: June 30, 2019 December 31, 2018 Finished goods $ 52 $ 81 Work-in-process 238 64 Raw materials 907 766 $ 1,197 $ 911

Intangibles and Goodwill

Intangibles and Goodwill	6 Months Ended
	Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangibles and Goodwill	5. INTANGIBLES AND GOODWILL June 30, 2019 Gross Carrying Accumulated Cumulative Impairment Charge Cumulative Currency Translation Net Book Patents $ 669 $ (488 ) $ - $ 22 $ 203 IPR&D assets 61,500 - (300 ) (813 ) 60,387 $ 62,169 $ (488 ) $ (300 ) $ (791 ) $ 60,590 December 31, 2018 Gross Accumulated Cumulative Impairment Charge Cumulative Currency Translation Net Book Patents $ 669 $ (457 ) $ - $ 11 $ 223 IPR&D assets 61,500 - (300 ) (3,174 ) 58,026 $ 62,169 $ (457 ) $ (300 ) $ (3,163 ) $ 58,249 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. The change in carrying value for IPR&D assets from December 31, 2018 relates to currency translation adjustments which increased by $2,361 for the six-month period ended June 30, 2019. The goodwill is in VBI Cda and the change in carrying value from December 31, 2018 relates to currency translation adjustments which increased goodwill by $335 for the six-month period ended June 30, 2019.

Other Current Liabilities

Other Current Liabilities	6 Months Ended
	Jun. 30, 2019
Other Liabilities Disclosure [Abstract]
Other Current Liabilities	6. OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: June 30, 2019 December 31, 2018 Accrued research and development expenses (including clinical trial accrued expenses) $ 12,040 $ 9,763 Payroll and employee-related costs 1,318 2,294 Other current liabilities 795 1,790 $ 14,153 $ 13,847

Loss Per Share of Common Shares

Loss Per Share of Common Shares	6 Months Ended
	Jun. 30, 2019
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 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 June 30, 2019 and 2018 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: June 30, 2019 June 30, 2018 Warrants 2,618,824 2,618,824 Stock options and equity awards 6,986,755 3,799,828 9,605,579 6,418,652

Long-Term Debt - Related Party

Long-Term Debt - Related Party	6 Months Ended
	Jun. 30, 2019
Debt Disclosure [Abstract]
Long-Term Debt - Related Party	8. LONG-TERM DEBT – RELATED PARTY As at June 30, 2019 and December 31, 2018, the long-term debt is as follows: June 30, 2019 December 31, 2018 Long-term debt, net of debt discount of $944 ($1,274 at December 31, 2018) $ 14,356 $ 14,027 Less: current portion, net of debt discount of $944 ($100 at December 31, 2018) (14,356 ) (1,100 ) $ - $ 12,927 On May 6, 2016, the Company through VBI US 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 Credit Facility”) and raised the Lender’s commitment amount to $13,200, which was combined with the remaining balance from the Facility of $1,800. On July 17, 2018, the Company amended the Amended Credit Facility (the “Second Amendment”) 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 expiration 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. On January 31, 2019, the Company further amended the Amended Credit Facility (the “Third Amendment”) to i) extend the period the Company is required to pay only the interest on the loan from December 31, 2018 to January 31, 2020, ii) extend the maturity of the term loan to June 30, 2020 and iii) reduce the exercise price on certain warrants to purchase common shares issued to the Lender to $2.75 from $4.13 for 363,771 warrants issued on July 25, 2014 and for 363,771 warrants issued on December 6, 2016 and from $3.355 for 1,341,282 warrants issued on December 6, 2016. The Company has accounted for this as a debt modification, and as result of the amendment to the exercise price in connection with the Third Amendment, the debt discount was increased by $179. This amount represents the incremental fair value of the modified warrants. The total principal amount of the loan under the Amended Credit Facility outstanding at June 30, 2019, including the $300 exit fee discussed below, is $15,300. The principal amount of the loan made under the Amended Credit 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 was extended to December 31, 2018, pursuant to the Second Amendment and further extended to the Amortization Commencement Date pursuant to the Third Amendment. The interest rate as of June 30, 2019 was 13.50%. Upon the occurrence of an Event of Default (as defined in the Amended Credit Facility), 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 maturity date has been extended from December 6, 2019 to June 30, 2020 and includes both financial and non-financial covenants, including a minimum cash balance requirement. The Company was in compliance with these covenants as of June 30, 2019. Pursuant to the Amended Credit Facility, the Company agreed that the Lender shall designate an individual who would be appointed to the Company’s board of directors (the “Board”). The Lender’s designee was also a portfolio manager of the Company’s largest shareholder. Effective January 2018, the Lender’s designee resigned from our Board. The Company’s obligations under the Amended Credit 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 Amended Credit Facility also contains customary events of default. The total debt discount of $4,018 is being charged to interest expense using the effective interest method over the term of the debt. As of June 30, 2019, and December 31, 2018, the unamortized debt discount is $944 and $1,274, respectively. At June 30, 2019 and December 31, 2018, the fair value of our outstanding debt, which is considered level 3 in the fair value hierarchy, is estimated to be approximately $15,348 and $14,975, respectively. Interest expense, net of interest income recorded in the three and six months ended June 30, 2019 and 2018 was as follows: Three months ended June 30 Six months ended June 30 2019 2018 2019 2018 Interest expense – related party $ 512 $ 492 $ 1,030 $ 966 Amortization of debt discount – related party 253 289 508 589 Interest income (199 ) (145 ) (492 ) (380 ) Total interest expense, net of interest income $ 566 $ 636 $ 1,046 $ 1,175 The following table summarizes the future principal payments due under long-term debt: Principal Remaining 2019 $ - 2020 15,300 $ 15,300

Stockholders' Equity and Additi

Stockholders' Equity and Additional Paid-In Capital	6 Months Ended
	Jun. 30, 2019
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 June 30, 2019, there were 1,112,696 options outstanding under the 2006 Plan. 2013 Equity Incentive Plan No further options will be issued under the 2013 Equity Incentive Plan (the “2013 Plan”). As at June 30, 2019, there were no 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 June 30, 2019, there were 521,242 options outstanding under the 2014 Plan. 2016 VBI 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 June 30, 2019, there were 5,106,286 options and 246,531 stock awards outstanding under the 2016 Plan. The aggregate number of common shares remaining available for issuance for awards under the 2016 Plan total 1,676,460 at June 30, 2019. Activity related to stock options is as follows: Number of Weighted Average Balance outstanding at December 31, 2018 3,479,676 $ 4.14 Granted 3,870,000 $ 1.69 Forfeited (609,452 ) $ 3.03 Balance outstanding at June 30, 2019 6,740,224 $ 2.84 Exercisable at June 30, 2019 2,894,170 $ 3.85 Information relating to RSUs is as follow: Number of Weighted Average Fair Value at Grant Date Unvested shares outstanding at December 31, 2018 268,570 $ 4.13 Granted 330,000 $ 1.65 Forfeited (12,500 ) $ 3.87 Vested (339,539 ) $ 2.58 Unvested shares outstanding at June 30, 2019 246,531 $ 2.97 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: 2019 2018 Volatility 118.62 % 114.53 % Risk free interest rate 2.46 % 2.48 % Expected term in years 5.78 5.77 Expected dividend yield 0.00 % 0.00 % Weighted average fair value per option $ 1.45 $ 3.53 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 six months ended June 30, 2019 and 2018 was as follows: Three months ended June 30 Six months ended June 30 2019 2018 2019 2018 Research and development $ 215 $ 199 $ 444 $ 390 General and administrative 748 879 1,764 1,496 Cost of revenues 19 15 36 29 Total stock-based compensation expense $ 982 $ 1,093 $ 2,244 $ 1,915

Revenues and Deferred Revenue

Revenues and Deferred Revenue	6 Months Ended
	Jun. 30, 2019
Revenue from Contract with Customer [Abstract]
Revenues and Deferred Revenue	10. REVENUES AND DEFERRED REVENUE Revenue is comprised of the following: Three months ended June 30 Six months ended June 30 2019 2018 2019 2018 Product revenues $ 104 $ 146 $ 197 $ 310 R&D service revenues 536 88 803 102 Total revenue $ 640 $ 234 $ 1,000 $ 412 The following table presents revenues expected to be recognized in the future related to performance obligations, based on current estimates, that are unsatisfied at June 30, 2019: Total Remaining 2019 2020 and thereafter Product revenues $ 469 $ - $ 469 R&D service revenues 4,176 2,095 2,081 Total $ 4,645 $ 2,095 $ 2,550 The following table presents changes in the deferred revenue balance for the year ended December 31, 2018: Balance at December 31, 2018 $ 5,172 Recognition of deferred revenue (792 ) Currency translation 265 Balance at June 30, 2019 $ 4,645 Short Term $ 2,095 Long Term $ 2,550 Collaboration and License Agreement – Brii Bio On December 4, 2018, we entered into a Collaboration and License Agreement with Brii Bio (the “Collaboration and License Agreement”), whereby: ● The Company and Brii Bio agreed to collaborate on the development of a hepatitis B recombinant protein-based immunotherapeutic in the licensed territory, which consists of China, Hong Kong, Taiwan and Macau (collectively, the “Licensed Territory”), and to conduct a Phase II collaboration clinical trial for the purpose of comparing VBI-2601, which is a recombinant protein-based immunotherapeutic developed by VBI for use in treating chronic hepatitis B, with a novel composition developed jointly with Brii Bio (either being the “Licensed Product”); and ● The Company granted Brii Bio an exclusive royalty-bearing license to perform studies, and regulatory and other activities, as may be required to obtain and maintain marketing approval of the Licensed Product, for the treatment of hepatitis B in the Licensed Territory and to commercialize the Licensed Product for the diagnosis and treatment of chronic hepatitis B in the Licensed Territory. Pursuant to the Collaboration and License Agreement, the Company is responsible for the R&D services and Brii Bio is responsible for costs relating to the clinical trials for the Licensed Territory. The initial consideration of the Collaboration and License Agreement consisted of a $11 million non-refundable upfront payment. As part of the Collaboration and License Agreement, the Company and Brii Bio entered into a stock purchase agreement. Under the terms of the stock purchase agreement, the Company issued to Brii Bio 2,295,082 shares of its common stock valued at $3.6 million (based on the Company’s common stock price on December 4, 2018). The remaining $7.4 million, deemed to be the initial transaction price, was allocated to two performance obligations: i) the VBI-2601 license and ii) R&D services. The R&D services were allocated $4.8 million of the transaction price using an estimated selling price based on an expected cost plus a margin approach and the remaining transaction price of $2.6 million was allocated to the VBI-2601 license using the residual method. In addition, the Company is also eligible to receive an additional $117.5 million in potential regulatory and sales milestone payments, along with royalties on commercial sales in the licensed territory. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. Therefore, no variable consideration was included in the initial transaction price and no such amounts have been recognized to date. On December 4, 2018, the Company recognized the VBI-2601 license when it was granted and Brii Bio is able to use and benefit from the license, as it was determined to be distinct. The R&D Services will be satisfied over time as services are rendered using the “cost-to-cost” input method as this method represents the most accurate depiction of the transfer of services based on the types of costs expected to be incurred. As at June 30, 2019 R&D services related to Brii Bio that remain unsatisfied are $4.0 million, out of the $4.6 million total deferred revenue. Upon termination of the Collaboration and License Agreement prior to the end of the term, there is no obligation for refund and any amounts in deferred revenue related to unsatisfied performance obligations will be immediately recognized.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2019
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 26.50% in the determination of the estimated annual effective tax rate. The Company’s effective tax rate on loss before tax for the three and six months ended June 30, 2019 of 0.0% (0.0% for the three and six months ended June 30, 2018) differs from the Canadian statutory rate of 26.50% 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	6 Months Ended
	Jun. 30, 2019
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 actions were brought in the District Court of the central district in Israel naming our subsidiary SciVac as a defendant. In one claim, two minors, through their parents, allege 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 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) ($527,061). The second claim is a civil action brought by two minors and their parents against SciVac and the Israel Ministry of Health alleging, among other things, that SciVac marketed an experimental, defective, hazardous or harmful vaccine; that Sci-B-Vac was marketed in Israel without sufficient evidence establishing its safety; and that Sci-B-Vac was produced and marketed in Israel without approval of a western regulatory body. The claim seeks damages for past and future losses and expenses as well as punitive damages. SciVac believes these matters to be without merit and intends to defend these claims vigorously. The District Court has accepted SciVac’s motion to suspend reaching a decision on the approval of the class action pending the determination of liability under the civil action. The trial of the civil action has been scheduled to begin on September 19, 2019. Operating leases The Company has entered into various non-cancelable lease agreements for its office, lab and manufacturing facilities, which are classified as operating leases. The office facility lease agreement in the United States expires on April 30, 2020, with no option to extend. Our manufacturing facility lease agreement expires on January 31, 2022, which includes one five-year option to extend until January 31, 2027. The lease agreement for our research facility in Canada, which comprises of office and laboratory space, expires on December 31, 2019 with the option to extend the term for two periods of three years. Options to extend are not recognized as part of the lease liabilities or recognized as right to use assets. There are no residual value guarantees, no variable lease payments, and no restrictions or covenants imposed by leases. The discount rate used in measuring the lease liabilities and right of use assets was determined by reviewing our incremental borrowing rate at the initial measurement date. Lease cost: Operating lease costs: Three months ended June 30, 2019 $ 282 Six months ended June 30, 2019 $ 562 Other information: Weighted average remaining lease term 2.24 years Weighted average discount rate 12 % Rent expense for the three and six months ended June 30, 2018 was $229 and $445, respectively. Operating lease costs are included in general and administrative (“G&A”) expenses in the statement of operation and comprehensive loss. Operating cash flow supplemental information as of June 30, 2019: On January 1, 2019, initial right of use (“ROU”) assets of $1,653 was recognized as a non-cash asset addition with the adoption of the new lease standard. During the six months ended June 30, 2019, the Company entered into a new lease agreement and recognized a ROU asset of $249. The following table summarizes future undiscounted cash payments reconciled to the lease liabilities: Year ending December 31 Remaining 2019 $ 520 2020 638 2021 561 2022 47 Total $ 1,766 Effect of discounting (201 ) Total lease liability $ 1,565 Less: current portion (741 ) Long term lease liability $ 824

Segment Information

Segment Information	6 Months Ended
	Jun. 30, 2019
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 June 30 Six Months Ended June 30 2019 2018 2019 2018 Israel $ 54 $ 175 $ 153 $ 281 China / Hong Kong 517 - 778 31 Europe 69 59 69 100 Total $ 640 $ 234 $ 1,000 $ 412 There was no revenue attributed to our country of domicile, Canada, for the three and six months ended June 30, 2019 and 2018.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2019
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, 2018 consolidated balance sheet in this document was derived from the audited consolidated financial statements. The condensed consolidated financial statements and notes included in this quarterly report on Form 10-Q (this “Form 10-Q”) does not include all of the disclosures required by U.S. GAAP and 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, 2018 (the “2018 10-K”), as filed with the SEC on February 25, 2019. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: SciVac, VBI DE, VBI US, VBI Cda and SciVac HK. 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.
Significant Accounting Policies	Significant Accounting Policies The significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in the 2018 10-K, and there have been no changes to the Company’s significant accounting policies during the six months ended June 30, 2019, other than accounting for leases discussed below.
Leases	Leases The Company determines if an arrangement is a lease at inception. For the Company’s operating leases, the right-of-use (“ROU”) assets represents the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Since the lease agreements do not provide an implicit rate, the Company estimated an incremental borrowing rate in determining the present value of the lease payments. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as operating costs and property taxes are expensed as incurred. See also Note 3.

Inventory, Net (Tables)

Inventory, Net (Tables)	6 Months Ended
	Jun. 30, 2019
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory is stated at the lower of cost or market and consists of the following: June 30, 2019 December 31, 2018 Finished goods $ 52 $ 81 Work-in-process 238 64 Raw materials 907 766 $ 1,197 $ 911

Intangibles and Goodwill (Table

Intangibles and Goodwill (Tables)	6 Months Ended
	Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangibles Assets and Goodwill	June 30, 2019 Gross Carrying Accumulated Cumulative Impairment Charge Cumulative Currency Translation Net Book Patents $ 669 $ (488 ) $ - $ 22 $ 203 IPR&D assets 61,500 - (300 ) (813 ) 60,387 $ 62,169 $ (488 ) $ (300 ) $ (791 ) $ 60,590 December 31, 2018 Gross Accumulated Cumulative Impairment Charge Cumulative Currency Translation Net Book Patents $ 669 $ (457 ) $ - $ 11 $ 223 IPR&D assets 61,500 - (300 ) (3,174 ) 58,026 $ 62,169 $ (457 ) $ (300 ) $ (3,163 ) $ 58,249

Other Current Liabilities (Tabl

Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2019
Other Liabilities Disclosure [Abstract]
Schedule of Other Current Liabilities	Other current liabilities consisted of the following: June 30, 2019 December 31, 2018 Accrued research and development expenses (including clinical trial accrued expenses) $ 12,040 $ 9,763 Payroll and employee-related costs 1,318 2,294 Other current liabilities 795 1,790 $ 14,153 $ 13,847

Loss Per Share of Common Shar_2

Loss Per Share of Common Shares (Tables)	6 Months Ended
	Jun. 30, 2019
Earnings Per Share [Abstract]
Schedule of Antidilutive Weighted Average Shares Outstanding	The following potentially dilutive securities outstanding at June 30, 2019 and 2018 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: June 30, 2019 June 30, 2018 Warrants 2,618,824 2,618,824 Stock options and equity awards 6,986,755 3,799,828 9,605,579 6,418,652

Long-Term Debt - Related Party

Long-Term Debt - Related Party (Tables)	6 Months Ended
	Jun. 30, 2019
Debt Disclosure [Abstract]
Schedule of Long-Term Debt	As at June 30, 2019 and the December 31, 2018, the long-term debt is as follows: June 30, 2019 December 31, 2018 Long-term debt, net of debt discount of $944 ($1,274 at December 31, 2018) $ 14,356 $ 14,027 Less: current portion, net of debt discount of $944 ($100 at December 31, 2018) (14,356 ) (1,100 ) $ - $ 12,927
Schedule of Interest Expense	Interest expense, net of interest income recorded in the three and six months ended June 30, 2019 and 2018 was as follows: Three months ended June 30 Six months ended June 30 2019 2018 2019 2018 Interest expense – related party $ 512 $ 492 $ 1,030 $ 966 Amortization of debt discount – related party 253 289 508 589 Interest income (199 ) (145 ) (492 ) (380 ) Total interest expense, net of interest income $ 566 $ 636 $ 1,046 $ 1,175
Schedule of Future Principal Payments of Long-Term Debt	The following table summarizes the future principal payments due under long-term debt: Principal Remaining 2019 $ - 2020 15,300 $ 15,300

Stockholders' Equity and Addi_2

Stockholders' Equity and Additional Paid-In Capital (Tables)	6 Months Ended
	Jun. 30, 2019
Stockholders' Equity Note [Abstract]
Schedule of Stock Options Activity	Activity related to stock options is as follows: Number of Weighted Average Balance outstanding at December 31, 2018 3,479,676 $ 4.14 Granted 3,870,000 $ 1.69 Forfeited (609,452 ) $ 3.03 Balance outstanding at June 30, 2019 6,740,224 $ 2.84 Exercisable at June 30, 2019 2,894,170 $ 3.85
Schedule of Restricted Stock Units	Information relating to RSUs is as follow: Number of Weighted Average Fair Value at Grant Date Unvested shares outstanding at December 31, 2018 268,570 $ 4.13 Granted 330,000 $ 1.65 Forfeited (12,500 ) $ 3.87 Vested (339,539 ) $ 2.58 Unvested shares outstanding at June 30, 2019 246,531 $ 2.97
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: 2019 2018 Volatility 118.62 % 114.53 % Risk free interest rate 2.46 % 2.48 % Expected term in years 5.78 5.77 Expected dividend yield 0.00 % 0.00 % Weighted average fair value per option $ 1.45 $ 3.53
Schedule of Stock-based Compensation Expense	The total stock-based compensation expense recorded in the three and six months ended June 30, 2019 and 2018 was as follows: Three months ended June 30 Six months ended June 30 2019 2018 2019 2018 Research and development $ 215 $ 199 $ 444 $ 390 General and administrative 748 879 1,764 1,496 Cost of revenues 19 15 36 29 Total stock-based compensation expense $ 982 $ 1,093 $ 2,244 $ 1,915

Revenues and Deferred Revenue (

Revenues and Deferred Revenue (Tables)	6 Months Ended
	Jun. 30, 2019
Revenue from Contract with Customer [Abstract]
Summary of Revenue Comprised	Revenue is comprised of the following: Three months ended June 30 Six months ended June 30 2019 2018 2019 2018 Product revenues $ 104 $ 146 $ 197 $ 310 R&D service revenues 536 88 803 102 Total revenue $ 640 $ 234 $ 1,000 $ 412
Summary of Revenue Expected to be Recognized in Future Related to Performance Obligations	The following table presents revenues expected to be recognized in the future related to performance obligations, based on current estimates, that are unsatisfied at June 30, 2019: Total Remaining 2019 2020 and thereafter Product revenues $ 469 $ - $ 469 R&D service revenues 4,176 2,095 2,081 Total $ 4,645 $ 2,095 $ 2,550
Summary of Changes in Deferred Revenue	The following table presents changes in the deferred revenue balance for the year ended December 31, 2018: Balance at December 31, 2018 $ 5,172 Recognition of deferred revenue (792 ) Currency translation 265 Balance at June 30, 2019 $ 4,645 Short Term $ 2,095 Long Term $ 2,550

Commitments and Contingencies (

Commitments and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Schedule of Lease Cost and Other Information	Lease cost: Operating lease costs: Three months ended June 30, 2019 $ 282 Six months ended June 30, 2019 $ 562 Other information: Weighted average remaining lease term 2.24 years Weighted average discount rate 12 %
Summary of Future Undiscounted Cash Payments Reconciled to Lease Liabilities	The following table summarizes future undiscounted cash payments reconciled to the lease liabilities: Year ending December 31 Remaining 2019 $ 520 2020 638 2021 561 2022 47 Total $ 1,766 Effect of discounting (201 ) Total lease liability $ 1,565 Less: current portion (741 ) Long term lease liability $ 824

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2019
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 June 30 Six Months Ended June 30 2019 2018 2019 2018 Israel $ 54 $ 175 $ 153 $ 281 China / Hong Kong 517 - 778 31 Europe 69 59 69 100 Total $ 640 $ 234 $ 1,000 $ 412

Nature of Business and Contin_2

Nature of Business and Continuation of Business (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 235,351		$ 207,575
Cash flows from operating activities	$ 26,304	$ 24,527

New Accounting Pronouncements (

New Accounting Pronouncements (Details Narrative) $ in Thousands	Jan. 02, 2019USD ($)
ASU 2016-02 [Member]
ROU assets and lease liabilities	$ 1,653

Inventory, Net - Schedule of In

Inventory, Net - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Finished goods	$ 52	$ 81
Work-in-process	238	64
Raw materials	907	766
Inventory net	$ 1,197	$ 911

Intangibles and Goodwill (Detai

Intangibles and Goodwill (Details Narrative) $ in Thousands	6 Months Ended
	Jun. 30, 2019USD ($)
Goodwill [Member]
Cumulative translation adjustments	$ 335
IPR&D assets [Member]
Cumulative translation adjustments	$ 2,361

Intangibles and Goodwill - Sche

Intangibles and Goodwill - Schedule of Intangibles Assets and Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Intangible assets, Gross	$ 62,169	$ 62,169
Accumulated Amortization	(488)	(457)
Cumulative Impairment Charge	(300)	(300)
Cumulative Currency Translation	(791)	(3,163)
Intangible assets, Net	60,590	58,249
Patents [Member]
Intangible assets, Gross	669	669
Accumulated Amortization	(488)	(457)
Cumulative Impairment Charge
Cumulative Currency Translation	22	11
Intangible assets, Net	203	223
IPR&D Assets [Member]
Intangible assets, Gross	61,500	61,500
Accumulated Amortization
Cumulative Impairment Charge	(300)	(300)
Cumulative Currency Translation	(813)	(3,174)
Intangible assets, Net	$ 60,387	$ 58,026

Other Current Liabilities - Sch

Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Other Liabilities Disclosure [Abstract]
Accrued research and development expenses (including clinical trial accrued expenses)	$ 12,040	$ 9,763
Payroll and employee-related costs	1,318	2,294
Other current liabilities	795	1,790
Total Other current liabilities	$ 14,153	$ 13,847

Loss Per Share of Common Shar_3

Loss Per Share of Common Shares - Schedule of Antidilutive Weighted Average Shares Outstanding (Details) - shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Antidilutive weighted average shares outstanding	9,605,579	6,418,652
Warrants [Member]
Antidilutive weighted average shares outstanding	2,618,824	2,618,824
Stock Options and Equity Awards [Member]
Antidilutive weighted average shares outstanding	6,986,755	3,799,828

Long-Term Debt - Related Part_2

Long-Term Debt - Related Party (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jan. 31, 2019	Jul. 17, 2018	Dec. 06, 2016	Jun. 30, 2019	Dec. 31, 2018	May 06, 2016	Jul. 25, 2014
Debt interest expense				$ 4,018
Unamortized debt discount				944	$ 1,274
Fair value of outstanding debt				$ 15,348	$ 14,975
Second Amended Credit Facility [Member]
Number of warrants issued to purchase common stock shares		363,771
Warrants to purchase common shares original expiration date description		Original expiration date of July 25, 2019 to December 6, 2021.
Increase in debt discount		$ 386
Second Amended Credit Facility [Member] | Extended Maturity For Interest [Member]
Debt instrument, extension date, description		May 31, 2018 to December 31, 2018
Third Amended Credit Facility [Member]
Increase in debt discount	$ 179
Term loan maturity date	Jun. 30, 2020
Exercise price of warrants	$ 2.75
Third Amended Credit Facility [Member] | Warrants Exercise Price 4.13 [Member]
Number of warrants issued to purchase common stock shares			363,771				363,771
Exercise price of warrants			$ 4.13				$ 4.13
Third Amended Credit Facility [Member] | Warrants Exercise Price 3.355 [Member]
Number of warrants issued to purchase common stock shares			1,341,282
Exercise price of warrants			$ 3.355
Third Amended Credit Facility [Member] | Extended Maturity For Interest [Member]
Debt instrument, extension date, description	The Amended Credit Facility (the "Third Amendment") to i) extend the period the Company is required to pay only the interest on the loan from December 31, 2018 to January 31, 2020, ii) extend the maturity of the term loan to June 30, 2020
Perceptive Credit Holdings, LP [Member] | Amended Credit Facility [Member]
Line of credit maximum borrowing capacity						$ 6,000
Proceeds from line of credit			$ 13,200
Line of credit remaining balance			$ 1,800
Debt instrument, extension date, description				This term loan facility maturity date has been extended from December 6, 2019 to June 30, 2020
Term loan maturity date				Jun. 30, 2020
Exit fee				$ 300
Long term debt, gross				$ 15,300
Term loan annual interest rate description				The principal amount of the loan made under the Amended Credit 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				13.50%
Perceptive Credit Holdings, LP [Member] | Amended Credit Facility [Member] | Interest Cap [Member]
Debt instrument, variable rate				5.00%
Perceptive Credit Holdings, LP [Member] | Amended Credit Facility [Member] | LIBOR [Member]
Debt instrument, variable rate				1.00%
Variable rate, description				one-month LIBOR
Perceptive Credit Holdings, LP [Member] | Amended Credit Facility [Member] | Applicable Margin [Member]
Debt instrument, variable rate				11.00%
Increase in interest rate, percentage				4.00%

Long-Term Debt - Related Part_3

Long-Term Debt - Related Party - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Long-term debt, net of debt discount	$ 14,356	$ 14,027
Less: current portion, net of debt discount	(14,356)	(1,100)
Long-term debt		$ 12,927

Long-Term Debt - Related Part_4

Long-Term Debt - Related Party - Schedule of Long-Term Debt (Details) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Debt discount	$ 944	$ 1,274
Long-term Debt [Member]
Debt discount	944	1,274
Debt discount, current	$ 944	$ 100

Long-Term Debt - Related Part_5

Long-Term Debt - Related Party - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Debt Disclosure [Abstract]
Interest expense - related party	$ 512	$ 492	$ 1,030	$ 966
Amortization of debt discount - related party	253	289	508	589
Interest income	(199)	(145)	(492)	(380)
Total interest expense, net of interest income	$ 566	$ 636	$ 1,046	$ 1,175

Long-Term Debt - Related Part_6

Long-Term Debt - Related Party - Schedule of Future Principal Payments of Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Total	$ 14,356	$ 14,027
Long-term Debt [Member]
Remaining 2019
2020	15,300
Total	$ 15,300

Stockholders' Equity and Addi_3

Stockholders' Equity and Additional Paid-In Capital (Details Narrative)	6 Months Ended
	Jun. 30, 2019shares
2006 VBI US Stock Option Plan [Member]
Number of options outstanding	1,112,696
2013 Equity Incentive Plan [Member]
Number of options outstanding
2014 Equity Incentive Plan [Member]
Number of options outstanding	521,242
2016 VBI Equity Incentive Plan [Member]
Maximum percentage of common shares issued and outstanding	10.00%
Maximum percentage of options granted	10.00%
Number of common shares available for issuance	1,676,460
Stock Options [Member] | 2016 VBI Equity Incentive Plan [Member]
Number of options outstanding	5,106,286
Stock Awards [Member] | 2016 VBI Equity Incentive Plan [Member]
Number of options outstanding	246,531

Stockholders' Equity and Addi_4

Stockholders' Equity and Additional Paid-In Capital - Schedule of Stock Options Activity (Details) - Stock Options [Member]	6 Months Ended
	Jun. 30, 2019$ / sharesshares
Number of Stock Options Outstanding, Beginning Balance | shares	3,479,676
Number of Stock Options, Granted | shares	3,870,000
Number of Stock Options, Forfeited | shares	(609,452)
Number of Stock Options Outstanding, Ending Balance | shares	6,740,224
Number of Stock Options, Exercisable | shares	2,894,170
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 4.14
Weighted Average Exercise Price, Granted | $ / shares	1.69
Weighted Average Exercise Price, Forfeited | $ / shares	3.03
Weighted Average Exercise Price, Ending Balance | $ / shares	2.84
Weighted Average Exercise Price, Exercisable | $ / shares	$ 3.85

Stockholders' Equity and Addi_5

Stockholders' Equity and Additional Paid-In Capital - Schedule of Restricted Stock Units (Details) - $ / shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Weighted Average Fair Value at Grant Date, Granted	$ 1.45	$ 3.53
Restricted Stock Units (RSUs) [Member]
Number of Stock Awards, Unvested shares outstanding beginning balance	268,570
Number of Stock Awards, Granted	330,000
Number of Stock Awards, Forfeited	(12,500)
Number of Stock Awards, Vested	(339,539)
Number of Stock Awards, Unvested shares outstanding ending balance	246,531
Weighted Average Fair Value at Grant Date, Unvested shares outstanding beginning balance	$ 4.13
Weighted Average Fair Value at Grant Date, Granted	1.65
Weighted Average Fair Value at Grant Date, Forfeited	3.87
Weighted Average Fair Value at Grant Date, Vested	2.58
Weighted Average Fair Value at Grant Date, Unvested shares outstanding	$ 2.97

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	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Stockholders' Equity Note [Abstract]
Volatility	118.62%	114.53%
Risk free interest rate	2.46%	2.48%
Expected term in years	5 years 9 months 11 days	5 years 9 months 7 days
Expected dividend yield	0.00%	0.00%
Weighted average fair value per option	$ 1.45	$ 3.53

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		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Total stock-based compensation expense	$ 982	$ 1,093	$ 2,244	$ 1,915
Research and Development [Member]
Total stock-based compensation expense	215	199	444	390
General and Administrative [Member]
Total stock-based compensation expense	748	879	1,764	1,496
Cost of Revenues [Member]
Total stock-based compensation expense	$ 19	$ 15	$ 36	$ 29

Revenues and Deferred Revenue_2

Revenues and Deferred Revenue (Details Narrative) $ in Thousands	Dec. 04, 2018USD ($)PerformanceObligationshares	Jun. 30, 2019USD ($)	Dec. 31, 2018USD ($)
Remaining performance obligation, deemed to be initial transaction price		$ 4,645
Total deferred revenue		4,645	$ 5,172
Collaboration and License Agreement [Member]
Unsatisfied amount of research and development services		4,000
Total deferred revenue		$ 4,645
Collaboration and License Agreement [Member] | Brii Bio [Member]
Non-refundable upfront payment	$ 11,000
Stock issued for the agreement, shares | shares	2,295,082
Stock issued for the agreement	$ 3,600
Remaining performance obligation, deemed to be initial transaction price	$ 7,400
Number of performance obligations | PerformanceObligation	2
Additional potential regulatory and sales milestone payments	$ 117,500
Collaboration and License Agreement [Member] | Brii Bio [Member] | R&D Services [Member]
Remaining performance obligation, deemed to be initial transaction price	4,800
Collaboration and License Agreement [Member] | Brii Bio [Member] | VBI-2601 [Member]
Remaining performance obligation, deemed to be initial transaction price	$ 2,600

Revenues and Deferred Revenue -

Revenues and Deferred Revenue - Summary of Revenue Comprised (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenues	$ 640	$ 234	$ 1,000	$ 412
Product Revenues [Member]
Revenues	104	146	197	310
R&D Service Revenues [Member]
Revenues	$ 536	$ 88	$ 803	$ 102

Revenues and Deferred Revenue_3

Revenues and Deferred Revenue - Summary of Revenue Expected to be Recognized in Future Related to Performance Obligations (Details) $ in Thousands	Jun. 30, 2019USD ($)
Revenue remaining performance obligations	$ 4,645
2019 [Member]
Revenue remaining performance obligations	2,095
2020 and Thereafter [Member]
Revenue remaining performance obligations	2,550
Product Revenues [Member]
Revenue remaining performance obligations	469
Product Revenues [Member] | 2019 [Member]
Revenue remaining performance obligations
Product Revenues [Member] | 2020 and Thereafter [Member]
Revenue remaining performance obligations	469
R&D Service Revenues [Member]
Revenue remaining performance obligations	4,176
R&D Service Revenues [Member] | 2019 [Member]
Revenue remaining performance obligations	2,095
R&D Service Revenues [Member] | 2020 and Thereafter [Member]
Revenue remaining performance obligations	$ 2,081

Revenues and Deferred Revenue_4

Revenues and Deferred Revenue - Summary of Changes in Deferred Revenue (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019USD ($)
Revenue from Contract with Customer [Abstract]
Balance at December 31, 2018	$ 5,172
Recognition of deferred revenue	(792)
Currency translation	265
Balance at June 30, 2019	4,645
Short Term	2,095
Long Term	$ 2,550

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - Canada [Member]	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Statutory income tax rate			26.50%
Federal income tax rate	0.00%	0.00%	0.00%	0.00%

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative) $ in Thousands	Sep. 13, 2018USD ($)VaccinatedChildren	Jun. 30, 2018USD ($)	Jun. 30, 2019USD ($)	Jun. 30, 2018USD ($)	Jan. 02, 2019USD ($)	Dec. 31, 2018USD ($)
Operating leases, rent expense		$ 229		$ 445
Initial right of use ("ROU") assets			$ 1,565		$ 1,653
New Lease Agreement [Member]
Initial right of use ("ROU") assets			$ 249
Office Facility Lease Agreement [Member]
Lease expires date			Apr. 30, 2020
Manufacturing Facility Lease Agreement [Member]
Lease expires date			Jan. 31, 2022
Operating lease option to extend			Our manufacturing facility lease agreement expires on January 31, 2022, which includes one five-year option to extend until January 31, 2027.
Lease Agreement [Member]
Lease expires date			Dec. 31, 2019
Operating lease option to extend			The lease agreement for our research facility in Canada, which comprises of office and laboratory space, expires on December 31, 2019 with the option to extend the term for two periods of three years.
Sci-B-Vac [Member]
Number of children vaccinated | VaccinatedChildren	428,000
Seeking damages	$ 527,061
Sci-B-Vac [Member] | NIS Currency [Member]
Seeking damages	$ 1,879,500

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Lease Cost and Other Information (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019USD ($)	Jun. 30, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs	$ 282	$ 562
Weighted average remaining lease term	2 years 2 months 27 days	2 years 2 months 27 days
Weighted average discount rate	12.00%	12.00%

Commitments and Contingencies_3

Commitments and Contingencies - Summary of Future Undiscounted Cash Payments Reconciled to Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Remaining 2019	$ 520
2020	638
2021	561
2022	47
Total	1,766
Effect of discounting	(201)
Total lease liability	1,565
Less: current portion	(741)
Long term lease liability	$ 824

Segment Information (Details Na

Segment Information (Details Narrative) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019USD ($)	Jun. 30, 2018USD ($)	Jun. 30, 2019USD ($)Segment	Jun. 30, 2018USD ($)
Number of operating segment | Segment			1
Revenue	$ 640	$ 234	$ 1,000	$ 412
Canada [Member]
Revenue

Segment Information - Schedule

Segment Information - Schedule of Revenue by Geographical Region (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenue	$ 640	$ 234	$ 1,000	$ 412
Israel [Member]
Revenue	54	175	153	281
China/Hong Kong [Member]
Revenue	517		778	31
Europe [Member]
Revenue	$ 69	$ 59	$ 69	$ 100