Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 04, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | VBI Vaccines Inc/BC | ||
Entity Central Index Key | 0000764195 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 78,984,578 | ||
Entity Common Stock, Shares Outstanding | 178,257,199 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 44,213 | $ 59,270 |
Accounts receivable, net | 201 | 56 |
Inventory, net | 1,075 | 911 |
Prepaid expenses | 1,024 | 982 |
Other current assets | 450 | 512 |
Total current assets | 46,963 | 61,731 |
NON-CURRENT ASSETS | ||
Other long-term assets | 620 | 835 |
Property and equipment, net | 10,195 | 8,525 |
Right of use assets | 1,459 | |
Intangible assets, net | 60,756 | 58,249 |
Goodwill | 2,208 | 8,265 |
Total non-current assets | 75,238 | 75,874 |
TOTAL ASSETS | 122,201 | 137,605 |
CURRENT LIABILITIES | ||
Accounts payable | 1,127 | 6,055 |
Other current liabilities | 12,261 | 13,847 |
Current portion of deferred revenues | 882 | 2,375 |
Current portion of lease liability | 642 | |
Current portion of long-term debt, net of debt discount - related party | 14,845 | 1,100 |
Total current liabilities | 29,757 | 23,377 |
NON-CURRENT LIABILITIES | ||
Lease liability, net of current portion | 817 | |
Long-term debt, net of debt discount - related party | 12,927 | |
Liabilities for severance pay | 463 | 371 |
Deferred revenues, net of current portion | 2,909 | 2,797 |
Total non-current liabilities | 4,189 | 16,095 |
COMMITMENTS AND CONTINGENCIES (NOTES 14 and 15) | ||
STOCKHOLDERS' EQUITY | ||
Common shares (unlimited authorized; no par value) (2019 issued - 178,257,199; 2018 - issued 97,343,777) | 284,965 | 246,417 |
Additional paid-in capital | 66,430 | 63,449 |
Accumulated other comprehensive loss | (752) | (4,158) |
Accumulated deficit | (262,388) | (207,575) |
Total stockholders' equity | 88,255 | 98,133 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 122,201 | $ 137,605 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Financial Position [Abstract] | ||
Common stock, authorized unlimited | Unlimited | Unlimited |
Common stock, no par value | ||
Common stock, shares issued | 178,257,199 | 97,343,777 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 2,221 | $ 3,355 |
Operating expenses: | ||
Cost of revenues | 7,904 | 4,509 |
Research and development | 26,332 | 38,467 |
General and administration | 14,092 | 20,509 |
Impairment charges | 6,292 | 278 |
Total operating expenses | 54,620 | 63,763 |
Loss from operations | (52,399) | (60,408) |
Interest expense, net of interest income (including related party - see Note 9) | (2,196) | (2,632) |
Foreign exchange loss | (218) | (560) |
Loss before incomes taxes | (54,813) | (63,600) |
Income tax expense | ||
NET LOSS | (54,813) | (63,600) |
Other comprehensive income (loss) - Currency translation adjustments | 3,406 | (5,223) |
COMPREHENSIVE LOSS | $ (51,407) | $ (68,823) |
Net loss per share of common shares, basic and diluted | $ (0.46) | $ (0.97) |
Weighted-average number of common shares outstanding, basic and diluted | 119,446,377 | 65,647,781 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 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 | ||||
Common shares issued in financing transaction | $ 39,780 | 39,780 | |||
Common shares issued in financing transaction, shares | 30,665,304 | ||||
Fair value of common shares issued as part of Brii Bio License Agreement | $ 3,626 | 3,626 | |||
Fair value of common shares issued as part of Brii Bio License Agreement, shares | 2,295,082 | ||||
Warrant modification in connection with debt amendment | 386 | 386 | |||
Stock-based compensation | $ 1,140 | 2,172 | 3,312 | ||
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 | ||||
Net loss | (63,600) | (63,600) | |||
Currency translation adjustments | (5,223) | (5,223) | |||
Balance at Dec. 31, 2018 | $ 246,417 | 63,449 | (4,158) | (207,575) | 98,133 |
Balance, Shares at Dec. 31, 2018 | 97,343,777 | ||||
Common shares issued in financing transaction | $ 37,415 | 37,415 | |||
Common shares issued in financing transaction, shares | 80,500,000 | ||||
Warrant modification in connection with debt amendment | 179 | 179 | |||
Stock-based compensation | $ 1,133 | 2,802 | 3,935 | ||
Stock-based compensation, shares | 413,422 | ||||
Net loss | (54,813) | (54,813) | |||
Currency translation adjustments | 3,406 | 3,406 | |||
Balance at Dec. 31, 2019 | $ 284,965 | $ 66,430 | $ (752) | $ (262,388) | $ 88,255 |
Balance, Shares at Dec. 31, 2019 | 178,257,199 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (54,813) | $ (63,600) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 1,204 | 542 |
Impairment charges | 6,292 | 278 |
Stock-based compensation | 3,935 | 3,312 |
Amortization of debt discount | 998 | 1,274 |
Inventory reserve | 300 | 189 |
Net change in operating working capital items: | ||
Change in accounts receivable | (136) | 79 |
Change in inventory | (385) | (378) |
Change in prepaid expenses | 326 | (285) |
Change in other current assets | 57 | 213 |
Change in other long-term assets | 6 | (31) |
Change in operating right of use assets | 982 | |
Change in accounts payable | (5,175) | 3,804 |
Change in deferred revenues | (1,694) | 4,924 |
Change in other current liabilities | 374 | 4,146 |
Payments made on operating lease liabilities | (983) | |
Net cash flows used in operating activities | (48,712) | (45,533) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (3,673) | (5,993) |
Net cash flows used in investing activities | (3,673) | (5,993) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common shares for cash | 40,250 | 46,558 |
Share issuance costs | (2,835) | (3,006) |
Proceeds from issuance of common shares for cash, upon exercise of stock options | 65 | |
Net cash flows provided by financing activities | 37,415 | 43,617 |
Effect of exchange rates on cash | (87) | (515) |
CHANGE IN CASH FOR THE YEAR | (15,057) | (8,424) |
CASH, BEGINNING OF YEAR | 59,270 | 67,694 |
CASH, END OF YEAR | 44,213 | 59,270 |
Supplementary information: | ||
Interest paid | 2,033 | 1,980 |
Non-cash investing and financing: | ||
Warrant modification in connection with debt amendment | 179 | 386 |
Capital expenditures included in accounts payable and other current liabilities | 33 | 1,552 |
Share issuance costs included in accounts payable and other current liabilities | $ (146) |
Nature of Business and Continua
Nature of Business and Continuation of Business | 12 Months Ended |
Dec. 31, 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”); and 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 a next generation of vaccines to address unmet needs in infectious disease and immuno-oncology. We are advancing the prevention and treatment of hepatitis B, with the only trivalent hepatitis B vaccine, Sci-B-Vac ® 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 $262,388 as of December 31, 2019 and cash outflows from operating activities of $48,712, for the year-ended December 31, 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 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 business development transactions, 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. On May 15, 2017, the Company entered into an equity distribution agreement (the “Distribution Agreement”) with a registered broker-dealer, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent its common shares having an aggregate offering price of up to $30 million. The Company is not obligated to sell any common shares under the Distribution Agreement. Subject to the terms and conditions of the Distribution Agreement, the Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of the NASDAQ Capital Market to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. The Company will pay the Sales Agent a commission of 3.0% of the aggregate gross proceeds from each sale of common shares occurring pursuant to the Distribution Agreement, if any. The Distribution Agreement may be terminated by the Sales Agent or the Company at any time upon ten days’ notice to the other party, or by the Sales Agent at any time in certain circumstances. To-date, no amounts have been raised under the Distribution Agreement and there are no assurances as to how much, if any, funds will be raised under the Distribution Agreement. On December 4, 2018, the Company entered into a license and collaboration agreement (“License Agreement”) with Brii Bio, whereby we received a total upfront payment of $11,000 to collaborate on the development of a hepatitis B recombinant protein based immunotherapeutic in China, Hong Kong, Taiwan and Macau and to conduct a Phase II collaboration clinical trial. In connection with the License Agreement, we entered into a stock purchase agreement through which we issued to Brii Bio 2,295,082 common shares. See Note 11 and 12 for further discussion. On December 17, 2018, the Company closed an underwritten public offering of 30,665,304 common shares at a price of $1.40 per share for total gross proceeds of $42,932. The Company incurred $3,152 of share issuance costs related to the offering resulting in net cash proceeds of $39,780. In September 2019, the Company closed an underwritten public offering of 80,500,000 common shares at a price of $0.50 per share for total gross proceeds of $40,250. The Company incurred $2,835 of share issuance costs related to the offering resulting in net cash proceeds of $37,415. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The consolidated financial statements include the accounts of VBI and its wholly owned subsidiaries, SciVac, SciVac HK, VBI DE, VBI US and VBI Cda. Intercompany balances and transactions between the Company and its subsidiaries are eliminated in the consolidated financial statements. Foreign currency The functional and reporting currency of the Company is the United States dollar. 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 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 operating results. Use of Estimates Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates made. We continually evaluate estimates used in the preparation of the 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 revenue recognition, 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 and the inputs in determining the fair value of equity-based awards and warrants issued. Actual results may differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and accounts receivable. We place our cash primarily in commercial checking accounts. Commercial bank balances may from time to time exceed federal insurance limits. However, the Company believes credit risk is low as the cash resides in large highly rated financial institutions. The Company has not experienced any losses in cash and accounts receivable for years ended December 31, 2019 and 2018, respectively. Inventory Inventory components include all raw materials, work-in-progress and finished goods. Cost is determined on a first-in, first-out basis. The cost of inventories comprises costs to purchase, costs incurred in bringing the inventories to their present location and condition, and costs incurred in the manufacturing process including labor and overhead. Inventory is valued at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. On an quarterly basis, the Company evaluates the condition and age of inventories and makes provisions for slow moving inventories accordingly. Deferred financing costs Offering costs related to debt and equity financing consist of direct incremental external expenses. The Company presents debt issuance costs related to a recognized long-term debt in the consolidated balance sheet as a direct reduction of the carrying value of the long-term debt, consistent with the accounting treatment of debt discounts. The amortization of debt issuance costs follows the effective interest rate method (see Note 9). Offering costs related to registration statements and the initiation of the Distribution Agreement are recorded as an asset and are reclassified to equity upon the successful selling of common shares. The costs are reviewed for impairment and will be recorded to expense if and when the Company determines that future equity offerings are not probable of occurring. At December 31, 2019 and 2018, the Company had $169 and $154 of deferred offering costs, respectively, recorded as an other current asset. Property and equipment Property and equipment are recorded at cost less accumulated depreciation. The assets are depreciated by the straight-line method over the estimated useful lives of the related assets as follows: Number of years Furniture and office equipment 5-14 Machinery and equipment 3-7 Computers 2-3 Leasehold improvements shorter of useful life or the term of the lease When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation is removed from the accounts, and any resulting gain or loss is recognized in the consolidated statement of operations and comprehensive loss. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Impairment of long-lived assets Long-lived assets, such as property and equipment and finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, then an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company recorded an impairment of $278 during the year ended December 31, 2018 related to certain leasehold improvements and manufacturing equipment no longer being utilized in the business as a result of the modernization and capacity increase of our manufacturing facility. The amount represented the remaining net book value of these assets. The impairment is included in impairment charges in the accompanying consolidated statements of operations and comprehensive loss. The Company did not record an impairment for long-lived assets during the year ended December 31, 2019. In-Process Research and Development Assets and Goodwill 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: (i) a significant adverse change in legal factors or in business climate, (ii) unanticipated competition, or (iii) an adverse action or assessment by a regulator. The Company has established August 31st as the date for its annual impairment test of IPR&D and goodwill. The IPR&D assets, which consist of CMV and GBM projects, were acquired in a business combination, capitalized as an intangible asset and are 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, 2019. The fair value of the IPR&D assets included in the impairment test 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 12.5% and the cumulative probability of technical and regulatory success to achieve approval to market the products ranged from approximately 6% to 17%. 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 recorded an impairment of goodwill of $4,549 as a result of its annual impairment test on August 31, 2019. The Company considered the decline in its stock price as of September 30, 2019 to be a triggering event for an interim goodwill impairment test, which resulted in an additional impairment of $1,743. The total impairment of goodwill recorded during the year ended December 31, 2019 was $6,292 and is included in impairment charges in the accompanying consolidated statements of operations and comprehensive loss. The Company consists of a single reporting unit and used its market capitalization to determine the fair value of the reporting unit. In order to determine the market capitalization, the Company used the trailing 20-day volume weighted average price of its stock as of each testing date. Other Intangible Assets The Company’s other intangible assets include patents with finite lives. These assets obtained are recorded at cost less accumulated amortization and any impairment losses. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives. Long Term Debt The Company accounts for amendments to long-term debt as a substantial modification if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantial modification shall be accounted for like an extinguishment. If the cash flow effect on a present value basis is less than 10%, the debt instruments are accounted for as a debt modification. Research and development All costs of research and development are expensed as incurred. When preparing our financial statements, we are required to estimate our accrued clinical expenses. This process involves reviewing contracts and communicating with our personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual cost. Payments under some of the contracts we have with third parties depend on factors, such as successful enrollment of certain numbers of patients, site initiation and the completion of clinical trial milestones. When accruing clinical expenses, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If possible, we obtain information regarding unbilled services directly from our service providers. However, we may be required to estimate the cost of these services based only on information available to us. If we underestimate or overestimate the cost associated with a trial or service at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, our estimated accrued clinical expenses have approximated actual expense incurred. Revenue recognition We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. The Company must use significant judgment to determine: a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract; b) the transaction price under step (iii) above; and c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price. The transaction price is allocated to each performance obligation on an estimated stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. Product sales The Company recognizes revenue from product sales when obligations under the terms of the contract with the customer are satisfied; this occurs upon the transfer of control of the goods to the customers. Collaborative Arrangements The Company first evaluates license and/or collaboration arrangements to determine whether the arrangement (or part of the arrangement) represents a collaborative arrangement pursuant to Accounting Standards Codification (“ASC”) Topic 808, Collaborative Arrangements (“ASC 808”), based on the risks and rewards and activities of the parties pursuant to the contractual arrangement. The Company then determines if the collaborative arrangements are within the scope of ASC Topic 606, Revenue Recognition (“ASC 606”). Collaborative arrangements with partners which are within the scope of ASC 606 typically include payment to us of one or more of the following: (i) license fees; (ii) research and development services to be performed as part of the contract (“R&D services”) (iii) payments related to the achievement of developmental, regulatory, or commercial milestones; and (iv) royalties on net sales of licensed products. Collaborative arrangements (or elements within the contract that are deemed part of a collaborative arrangement) with partners which represent a collaborative relationship and not a customer relationship, are accounted for outside the scope of ASC Topic 606. License fees If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. R&D Services The promises under the Company’s collaboration and license agreements generally include research and development services to be performed by the Company. For performance obligations that include research and development services, the Company generally recognizes revenue allocated to such performance obligations based on an appropriate measure of progress. The Company utilizes judgment to determine the appropriate method of measuring progress for purposes of recognizing revenue, which is generally an input measure such as costs incurred. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Royalties For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Employee benefits The Company operates a defined contribution retirement benefit plan for all qualifying employees with corresponding federal, and state/provincial law. For qualifying employees in Israel, under Israeli law, the assets of the plan are held separately from those of the Company in funds under the control of trustees. The Company’s liability for severance pay for the employees of its subsidiary in Israel is calculated in accordance with Israeli law based on the most recent salary paid to employees and the length of employment in the Company. The Company records its obligation with respect to employee severance payments as if it were payable at each balance sheet date. Obligations for employee benefits are recognized as a component of operating expenses in the statement of operations and comprehensive loss in the periods during which services are rendered by employees. The Company records its obligation with respect to employee severance payments as if it was payable at each balance sheet date. Income taxes Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates which will be in effect when the differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax asset will be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The benefit is measured as the largest amount that is more likely than not to be realized upon ultimate settlement. The Company does not have any uncertain tax positions or accrued penalties and interest as of December 31, 2019 and 2018. If such matters were to arise, the Company would recognize interest and penalties related to income tax matters in income tax expense. The Company’s claim for Scientific Research and Experimental Development (SR&ED) deductions for income tax purposes are based upon management’s interpretation of the applicable legislation in the Income Tax Act (Canada). These amounts are subject to review and acceptance by the Canada Revenue Agency and may be subject to adjustment. 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 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 financial assets approximate their respective fair values. The fair value of our outstanding debt, including the current portion, is estimated to be approximately $15,272 and $14,975 at December 31, 2019 and 2018, respectively. The fair value of the outstanding debt is considered to be Level 3 in the fair value hierarchy and was estimated by discounting to present value the scheduled coupon payments and principal repayment, using an appropriate fair market yield. Loss per share Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares outstanding after giving effect to the impact of all potentially dilutive potential shares. There was no dilutive effect on the earnings per share for all periods presented. 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 Company’s lease agreements do not provide an implicit rate, the Company estimated an incremental borrowing rate in determining the present value of its 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. Stock-based compensation The Company accounts for share-based awards to employees and directors in accordance with the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”). Under ASC 718, share-based awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The Company values its stock options using the Black-Scholes option pricing model. The Company accounts for forfeitures when they occur. The Company accounts for share-based payments to non-employees issued in exchange for services based upon the fair value of the equity instruments issued. Compensation expense for stock options issued to non-employees is calculated using the Black-Scholes option pricing model and is recorded over the service performance period. Options subject to vesting are required to be periodically remeasured over their service performance period until the measurement date, when service is completed. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | 3. NEW ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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 and did not have to reassess the lease classifications or reassess 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 consolidated financial statements and the related 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 (“ASU 2018-15”). ASU 2018-15 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 will apply this ASU prospectively and we do not anticipate that this new guidance will have a material impact on its consolidated financial statements and related disclosures going forward. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. PROPERTY AND EQUIPMENT December 31, 2019 Cost Accumulated Net Book Machinery and equipment $ 4,578 $ (1,318 ) $ 3,260 Furniture and office equipment 175 (47 ) 128 Computer equipment and software 518 (326 ) 192 Leasehold improvements 7,684 (1,069 ) 6,615 $ 12,955 $ (2,760 ) $ 10,195 December 31, 2018 Cost Accumulated Net Book Machinery and equipment $ 3,603 $ (1,046 ) $ 2,557 Furniture and office equipment 132 (41 ) 91 Computer equipment and software 384 (227 ) 157 Leasehold improvements 6,817 (1,097 ) 5,720 $ 10,936 $ (2,411 ) $ 8,525 Depreciation expense for the years ended December 31, 2019, and 2018 was $1,142 and $481, respectively. |
Inventory, Net
Inventory, Net | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | 5. INVENTORY, NET Inventory is stated at the lower of cost or market and consists of the following: 2019 2018 Finished goods $ 58 $ 81 Work-in-process 237 64 Raw materials 780 766 $ 1,075 $ 911 The Company recorded a provision of approximately $300 and $189 as of December 31, 2019 and 2018, respectively. The provision is for inventory largely related to excess work-in process which is no longer expected to be used in the manufacturing process. |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles Assets and Goodwill | 6. INTANGIBLE ASSETS AND GOODWILL December 31, 2019 Gross Accumulated Cumulative Cumulative Net Book License $ 669 $ (521 ) $ - $ 30 $ 178 IPR&D assets 61,500 - (300 ) (622 ) 60,578 $ 62,169 $ (521 ) $ (300 ) $ (592 ) $ 60,756 December 31, 2018 Gross Accumulated Impairment Cumulative Net Book License $ 669 $ (457 ) $ - $ 11 $ 223 IPR&D assets 61,500 - (300 ) (3,174 ) 58,026 $ 62,169 $ (457 ) $ (300 ) $ (3,163 ) $ 58,249 The license is held in Israel at SciVac. Amortization expenses for the years ended December 31, 2019 and 2018 amounted to $62 and $61, respectively. Amortization is expected to be approximately $63 per year until its fully amortized. These amounts do not include any amortization related to the IPR&D assets, which will not begin amortizing until the Company commercializes its products. The IPR&D assets are in VBI Cda and the change in carrying value from December 31, 2018 relates to currency translation adjustments which increased IPR&D assets by $2,552 for the year ended December 31, 2019. The change in carrying value from December 31, 2017 to December 31, 2018 relates to currency translation adjustments which decreased IPR&D assets by $4,976. December 31, 2019 Gross Cumulative Cumulative Net Book Goodwill $ 8,714 $ (6,292 ) $ (214 ) $ 2,208 December 31, 2018 Gross Cumulative Cumulative Net Book Goodwill $ 8,714 $ - $ (449 ) $ 8,265 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 $235 for the year ended December 31, 2019, excluding the effect of the impairment charge of $6,292. The change in carrying value from December 31, 2017 to December 31, 2018 relates to currency translation adjustments which decreased goodwill by $709. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 7. OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: 2019 2018 Accrued research and development expenses (including clinical trial expenses) $ 9,247 $ 9,763 Payroll and employee-related costs 2,184 2,294 Other current liabilities 830 1,790 $ 12,261 $ 13,847 |
Loss Per Share of Common Shares
Loss Per Share of Common Shares | 12 Months Ended |
Dec. 31, 2019 | |
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 remained the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. These potentially dilutive securities are more fully described in Note 11, Stockholders’ Equity and Additional Paid-in Capital. The following potentially dilutive securities outstanding at December 31, 2019 and 2018 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: 2019 2018 Warrants 2,618,824 2,618,824 Stock options and unvested stock awards 6,629,705 3,748,246 9,248,529 6,367,070 |
Long-Term Debt - Related Party
Long-Term Debt - Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt - Related Party | 9. LONG-TERM DEBT – RELATED PARTY 2019 2018 Long-term debt, net of debt discount of $455 ($1,274 at December 31 2018) $ 14,845 $ 14,027 Less: current portion, net of debt discount of $455 ($100 at December 31, 2018) 14,845 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. In connection with the Amended Credit Facility, on December 6, 2016 the Company issued to the Lender two warrants; the first warrant to purchase 363,771 shares of the Company’s common shares at an exercise price of $4.13, and the second warrant to purchase 1,341,282 shares of the Company’s common shares at an exercise price of $3.355. The total proceeds attributed to the warrants was $2,793 based on the relative fair value of the warrants as compared to the sum of the fair values of the warrants and debt. This resulted in the debt being issued at a discount. The Company incurred $360 of debt issuance costs and is required to pay an exit fee of $300 upon full repayment of the debt resulting in additional debt discount. Following the Amended Credit Facility and the warrant issuance, the total debt discount was $3,453. 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 Amendment, 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 of 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 a 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, as subsequently amended, outstanding at December 31, 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 January 31, 2020, pursuant to the Third Amendment. The interest rate as of December 31, 2019 was 12.75%. 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, described 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 December 31, 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 December 31, 2019, and December 31, 2018, the unamortized debt discount was $455 and $1,274, respectively. Interest expense, net of interest income recorded for the year ended December 31, 2019 and 2018 was as follows: December 31 2019 2018 Interest expense – related party $ 2,033 $ 1,980 Amortization of debt discount – related party 998 1,274 Interest income (835 ) (622 ) Total interest expense, net of interest income $ 2,196 $ 2,632 The following table summarizes the future payments that the Company expects to make for long-term debt: Year ending 2020 15,300 $ 15,300 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 10. EMPLOYEE BENEFITS Defined contribution plan The Company operates a defined contribution retirement benefit plan for all qualifying employees in accordance with corresponding federal and state/provincial law. For qualifying employees in Israel, under Israeli law, the assets of the plan are held separately from those of the Company, in funds under the control of trustees. The total expense recognized for the years ended December 31, 2019 and 2018 was $263 and $218, respectively, and represents contributions payable to these plans by the Company at rates specified in the rules of the plan. For VBI DE and VBI Cda employees, the respective companies contribute up to 1.5% of the employee’s salary to a retirement benefit, which contribution is based on a 25% match of participating employee contributions. Such expense is not significant for any of the periods presented. Liability for severance pay Israel’s labor laws and the Law “severance pay, 1963” (the “Law”), require the Company to pay severance pay to employees during dismissal, disability and retirement. Legal retirement age under Israeli labor laws is currently 64 for women and 67 for men. Thus, under the plan, an employee who was employed by the Company for at least one year (and in the circumstances defined by the law) and was involuntarily terminated by the Company after the said period is entitled to severance pay. The rate of compensation listed in the Law is the employee’s final monthly salary for each year of employment. Under the program, the Company is obligated to deposit amounts at the rate fixed by Law (since January 1, 2008), to ensure the accrual of such a severance pay due to the employee as described above. The rate required by law is 8.33% of the employee’s salary, which is deposited in a pension fund/insurance severance fund. Included in cost of revenues for the year ended December 31, 2019 is $24 of severance payments pursuant to the aforementioned statutory or contractual obligations. Included in research and development expenses for the year ended December 31, 2018 is $24 of severance payments pursuant to the aforementioned statutory or contractual obligations. |
Stockholders' Equity and Additi
Stockholders' Equity and Additional Paid-In Capital | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity and Additional Paid-In Capital | 11. STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL Authorized We have an unlimited number of common shares authorized without par value. Common shares issuances 2018 common share issuances were as follows: i. During the first half of 2018 the Company issued 39,828 common shares related to stock options that were exercised during the year. ii. On March 7, 2018, the Company issued 135,000 stock awards pursuant to the 2016 VBI Equity Incentive Plan (“2016 Plan”). Pursuant to Israeli tax requirements, the common shares were issued to a Trustee on behalf of SciVac employees. iii. On June 18, 2018, 25% of the stock awards granted on June 24, 2016 vested and the Company issued 129,782 shares of the Company’s common shares. iv. On December 4, 2018, the Company issued 2,295,082 common shares of the Company to Brii Bio as part of the License Agreement (see Note 1). The transaction was measured using the fair value of the Company’s common shares at December 4, 2018 at a price of $1.58 for a total net proceeds of $3,626. v. On December 17, 2018, the Company closed an underwritten public offering of 30,665,304 common shares at a price of $1.40 per share for total gross proceeds of $42,932. The Company incurred $3,152 of share issuance costs of which $3,006 were paid in cash during the year ended December 31, 2018 and $146 are included in other current liabilities as of December 31, 2018. 2019 common share issuances were as follows: i. On February 20, 2019, the Company issued 143,110 stock awards pursuant to the 2016 Plan. Pursuant to Israeli tax requirements, the common shares were issued to a trustee on behalf of SciVac employees. ii. On February 20, 2019, the Company issued 35,000 stock awards to service providers pursuant to the 2016 Plan. iii. On February 20, 2019, the Company issued 140,000 stock awards pursuant to the 2016 Plan. iv. On June 17, 2019, 25% of the stock awards granted on June 24, 2016 vested and the Company issued 95,312 shares of the Company’s common shares. v. In September 2019, the Company closed an underwritten public offering of 80,500,000 common shares at a price of $0.50 per share for total gross proceeds of $40,250. The Company incurred $2,835 of share issuance costs. Stock option plans The Company’s stock option plans are approved by and administered by the Board and its Compensation Committee. The Board designates, in connection with recommendations from the Compensation Committee, eligible participants to be included under the plan, and designates the number of options, exercise price and vesting period of the new options. 2006 VBI US Stock Option Plan The 2006 VBI US Stock Option Plan (the “2006 Plan”), was approved by and was previously administered by the VBI US board of directors which designated eligible participants to be included under the 2006 Plan, and designated the number of options, exercise price and vesting period of the new options. The 2006 Plan was not approved by the stockholders of VBI US. The 2006 Plan was superseded by the 2014 Plan (as defined below) following the PLCC Merger and no further options will be issued under the 2006 Plan. As of December 31, 2019, there were 994,716 options outstanding under the 2006 Plan. 2013 Stock Incentive Plan The 2013 Equity Incentive Plan (the “2013 Plan”) was approved by and was previously administered by the VBI DE board of directors which designated eligible participants to be included under the 2013 Plan, and designated the number of options, exercise price and vesting period of the new options. The 2013 Plan was approved by the VBI DE shareholders on November 8, 2013. No further options will be issued under the 2013 Plan. As of December 31, 2019, there are no options outstanding under the 2013 Plan. 2014 Equity Incentive Plan On May 1, 2014, the VBI DE board of directors adopted the VBI Vaccines Inc. 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan was approved by the VBI DE’s shareholders on July 14, 2014. No further options will be issued under the 2014 Plan. As of December 31, 2019, there were 521,242 options outstanding under the 2014 Plan. 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 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 of December 31, 2019, there were 4,955,750 options outstanding and 157,997 RSUs unvested under the 2016 Plan. The principal features of the 2016 Plan are as follows: Eligible Participants Eligible participants include individuals employed (including services as a director) by the Company or its affiliates, including a service provider, who, by the nature of his or her position or job is, in the opinion of the Board, in a position to contribute to the success of the Company (“Eligible Persons”). Reservation of Shares The aggregate number of common Shares reserved for issuance to any one participant under the 2016 Plan, together with all other security-based compensation arrangements must not exceed 5% of the total number of issued and outstanding common shares on a non-diluted basis. The maximum number of common shares (a) issued to insiders within any one year period; and (b) issuable to insiders at any time, under the 2016 Plan, when combined with all of the Company’s other security-based compensation arrangements, must not exceed 10% of the total number of issued and outstanding common shares. The aggregate number of common shares remaining available for issuance for awards under the 2016 Plan totaled 10,001,505 at December 31, 2019. The source of common shares issued under the various stock option plans are new common shares. Options and Stock Appreciation Rights The Company may grant options to Eligible Persons on such terms and conditions consistent with the 2016 Plan. The exercise price for an option must not be less than 100% of the “market price,” as that term is defined in the 2016 Plan, based on the trading price per common share, on the date of grant of such option. With respect to SARs attached to an option, which allows the holder, upon vesting of the option and Tandem SAR, to choose to exercise the stock appreciation right or to exercise the option, the exercise price is the exercise price applicable to the option (as explained above) to which the Tandem SAR relates, subject to adjustment provisions under the 2016 Plan. For stand-alone SARs, a SAR that is granted without reference to any related Company options, the base price must not be less than 100% of the market price on the date of grant of such Stand-Alone SAR. Stock appreciation rights (and in the case of Tandem SARs, the related options) will be settled by payment in cash or common shares or a combination thereof, with an aggregate value equal to the product of (a) the excess of the market price on the date of exercise over the exercise price or base price under the applicable stock appreciation right, multiplied by (b) the number of stock appreciation rights exercised or settled. The Company has not issued any SARs under the 2016 Plan at December 31, 2019 and 2018. Under the 2016 Plan unless otherwise designated by the Board of Directors, 25% of the options will vest on each of the first four anniversaries of the grant date. The term of options will be for a maximum of 10 years, unless exercised or terminated earlier in accordance with the terms of the 2016 VBI Plan or the applicable grant agreement. Upon a participant’s termination of employment due to death, or in the case of disability: (a) the outstanding options that were granted prior to the year that includes the participant’s death or disability that have not become vested prior to such date will continue to vest and, upon vesting, be exercisable during the 36-month period following such date; and (b) the outstanding options that have become vested prior to the participant’s death or disability will continue to be exercisable during the 36-month period following such date. In the case of a participant’s termination of employment or contract for services without cause: (a) the outstanding options that have not become vested prior to the participant’s termination will continue to vest and, upon vesting, be exercisable during the 120-day period following such date; and (b) the outstanding options that have become vested prior to the participant’s termination will continue to be exercisable during the 120-day period following such date. In the case of a participant’s termination due to resignation (including voluntary withdrawal of services by a non-employee participant): (a) the outstanding options that have not become vested prior to the date of notice of resignation will be forfeited and cancelled as of such date; and (b) the outstanding options that have become vested prior to the date of notice of resignation will continue to be exercisable during the 90-day period following such date. In the case of a participant’s termination of employment or contract for services for cause, any and all then outstanding unvested options granted to such participant will be immediately forfeited and cancelled, without any consideration therefor, as of the date such notice of termination is given. Share Units The Board of Directors may grant share units, which include RSUs and PSUs, to Eligible Persons on such terms and conditions consistent with the 2016 Plan. The Board will determine the grant value and the valuation date for each grant of share units. The number of share units to be covered by each grant will be determined by dividing the grant value for such grant by the market value of a common share as of the valuation date, rounded up to the next whole number. Share units subject to a grant will vest as specified in the grant agreement governing such grant, provided that the participant is employed on the relevant vesting date. RSUs and PSUs will be settled upon, or as soon as reasonably practicable following the vesting thereof, subject to the terms of the grant agreement. In all events, RSUs and PSUs will be settled on or before the earlier of the 90th day following the vesting date and the date that is 2 ½ months after the end of the year in which the vesting occurred. Settlement will be made by way of issuance of one common share for each RSU or PSU, a cash payment equal to the market value of the RSUs or PSUs being settled, or a combination thereof. If the share units would be settled within a blackout period, such settlement will be postponed until the earlier of the 6th trading day following the end of such blackout period and the otherwise applicable date of settlement as determined in accordance with the settlement provision set out above. The Company has not issued any PSUs under this plan at December 31, 2019 and 2018. All RSUs issued under the plan at December 31, 2019 and 2018 contain no cash settlement provision. If and when cash dividends are paid with respect to common shares to shareholders of record during the period from the grant date to the date of settlement of the RSUs or PSUs, a number of dividend equivalent RSUs or PSUs, as applicable, will be credited to the share unit account of such participant. In the event a participant’s employment is terminated due to resignation, share units that have not vested prior to the date of resignation will not vest and all such common shares will be forfeited immediately. In the case of a participant’s termination due to death, or in the case of disability, all share units granted prior to the year that includes the participant’s death or disability, that have not vested prior to the participant’s death or disability will vest at the end of the vesting period and in the case of PSUs, subject to the achievement of applicable performance conditions and the adjustment of the number of PSUs that vest to reflect the extent to which such performance conditions were achieved. In the event a participant’s employment or contract for services is terminated without cause, prior to the end of a vesting period relating to such participant’s grant, the number of RSUs or PSUs, respectively, as determined by their respective formula set out in the 2016 Plan will become vested at the end of the vesting period. In the event a participant’s employment is terminated for cause, share units that have not vested prior to the date of the termination for cause will not vest and all such share units will be forfeited immediately. Restricted Stock Restricted stock means common shares that are subject to restrictions on such participant’s free enjoyment of the common shares granted, as determined by the Board. Notwithstanding the restrictions, the participant will receive dividends paid on the restricted stock, will receive proceeds of the restricted stock in the event of any change in the common shares and will be entitled to vote the restricted stock during the restriction period. The participant will not have rights to sell, transfer or assign, or otherwise dispose of the shares of restricted stock or any interest therein while the restrictions remain in effect. Grants of restricted stock will be forfeited if the applicable restriction does not lapse prior to such date or occurrence of such event or the satisfaction of such other criteria as is specified in the grant agreement. No restricted stock has been issued through December 31, 2019. Stock-based compensation expense The table below provides information, as of December 31, 2019, regarding the 2006 Plan, the 2013 Plan, the 2014 Plan and the 2016 Plan under which our equity securities are authorized for issuance to officers, directors, employees, consultants, independent contractors and advisors. Plan Category Number of Weighted 2006 Plan 994,716 $ 4.00 2013 Plan - $ - 2014 Plan 521,242 $ 5.07 2016 Plan 5,113,747 $ 2.32 Total 6,629,705 $ 2.79 Activity related to stock options is as follows: Number of Weighted Balance outstanding at December 31, 2017 2,351,395 $ 4.44 Granted 1,515,000 $ 3.82 Exercised (39,828 ) $ 2.50 Forfeited (346,891 ) $ 4.47 Balance outstanding at December 31, 2018 3,479,676 $ 4.14 Granted 3,870,000 $ 1.69 Exercised - $ - Forfeited (877,968 ) $ 3.40 Balance outstanding at December 31, 2019 6,471,708 $ 2.79 Exercisable at December 31, 2019 3,459,745 $ 3.45 Outstanding Exercisable Exercise Price Number Of Weighted Number Of Weighted $ 0.00- $ 3.49 3,964,743 8.78 1,322,364 $ 1.90 $ 3.50 - $ 4.49 1,813,366 6.63 1,443,782 $ 4.14 $ 4.50 - $ 5.49 670,711 5.31 670,711 $ 4.85 $ 5.50+ 22,888 4.57 22,888 $ 8.17 6,471,708 7.80 3,459,745 $ 3.45 The weighted average remaining contractual life of exercisable options was 6.81 years and 6.12 years at December 31, 2019 and 2018, respectively. Information relating to restricted stock units is as follow: Number of Weighted Unvested shares outstanding at January 1, 2017 and December 31, 2017 424,379 3.99 Granted 150,000 $ 4.26 Vested (237,669 ) $ 4.01 Forfeited (68,140 ) $ 3.89 Unvested shares outstanding at December 31, 2018 268,570 $ 4.13 Granted 330,000 $ 1.65 Vested (421,544 ) $ 2.73 Forfeited (19,029 ) $ 3.43 Unvested shares outstanding at December 31, 2019 157,997 $ 2.77 The intrinsic value of outstanding options at December 31, 2019 was $0 (the intrinsic value of vested options was $0 and the intrinsic value of those expected to vest was $0). The fair value of the vested RSU’s was $1,153 for the year ended December 31, 2019. There were no options exercised for the year ended December 31, 2019 and the intrinsic value of exercised options was not significant for the year ended December 31, 2018. 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 % 114.68 % Risk free interest rate 2.46 % 2.57 % Expected term in years 5.78 5.84 Expected dividend yield 0.00 % 0.00 % Weighted average fair value per option $ 1.45 $ 3.21 The volatility was based on an average of volatility rates of a pool of public pharmaceutical or biotechnology companies that are at a comparable stage of development and the Company’s recent historic volatility, all calculated taking into account the expected term of the option. The risk-free rate was based on rates provided by the United States Treasury with a term equal to the expected life of the option. The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded. As a result, the Company uses the simplified method to determine the expected term of stock options whereby the expected term equals the average between the vesting period and the contractual life. The fair value of the options is recognized as an expense on a straight-line basis over the vesting period, forfeitures are accounted for when they occur. The total stock-based compensation expense recorded in the years ended December 31, was as follows: 2019 2018 Research and development $ 796 $ 696 General and administration 3,080 2,556 Cost of revenue 59 60 Total stock-based compensation expense $ 3,935 $ 3,312 There is $5,414 of unrecognized compensation from all equity awards as of December 31, 2019. This expense will be recognized over a weighted average period of 1.89 years. The number of restricted stock awards vested during the year ended December 31, 2019 and 2018 includes no shares and 9,281 shares withheld or repurchased, respectively, by the Company on behalf of employees to satisfy $0 and $35 of tax obligations relating to the vesting of such shares, respectively. Warrants During the year ended December 31, 2019, the Company amended the exercise price of certain warrants issued on July 25, 2014 and December 6, 2016, as described in Note 9. During the year ended December 31, 2018, the Company extended the expiration date of certain warrants issued on July 25, 2014, as described in Note 9. Activity related to the warrants is as follows: Number of Weighted Balance outstanding at December 31, 2017 and 2018 2,618,824 $ 3.57 Issued - $ - Balance outstanding at December 31, 2019 2,618,824 $ 2.87 |
Revenues and Deferred Revenue
Revenues and Deferred Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues and Deferred Revenue | 12. REVENUE AND DEFERRED REVENUE Revenue is comprised of the following: 2019 2018 License revenue $ - $ 2,637 Product revenue 536 604 R&D Service revenue 1,685 114 $ 2,221 $ 3,355 Cost of revenues for the year ended December 31, 2019 for product revenue and R&D services revenue is $6,763 and $1,141, respectively. Cost of revenues for the year ended December 31, 2018 related solely to product revenue. The following table presents revenue expected to be recognized in the future related to performance obligations, based on current estimates, that are unsatisfied at December 31, 2019: Total 2020 2021 and Product revenue $ 469 $ - $ 469 R&D Service revenue 3,322 882 2,440 Total $ 3,791 $ 882 $ 2,909 The following table presents changes in the deferred revenue balance for the year ended December 31, 2019: Balance at December 31, 2018 $ 5,172 Amounts received in 2019 - Recognition of deferred revenue (1,649 ) Currency translation 268 Balance at December 31, 2019 $ 3,791 Short Term $ 882 Long Term $ 2,909 Collaboration and License Agreement – Brii Bio On December 4, 2018, we entered into the License Agreement with Brii Bio, 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 (BRII-179), 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 and the Licensed Product for the diagnosis and treatment of chronic hepatitis B in the Licensed Territory Pursuant to the 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 License Agreement consisted of a $11 million non-refundable upfront payment. As part of 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). See Note 11. The remaining $7.4 million, deemed to be the initial transaction price, was allocated to two performance obligations: i) the VBI-2601 (BRII-179) 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 (BRII-179) 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 (BRII-179) license when it was transferred 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 of December 31, 2019 R&D services related Brii Bio that remain unsatisfied are $3.1 million, out of the $3.8 million total deferred revenue. Upon termination of the 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. Prior to us entering into the License Agreement, the Company paid $6 million to terminate a distribution agreement with a third party who previously held certain distribution rights to certain Asian markets. This amount is included in general and administrative expenses for the year ended December 31, 2018. |
Collaborative Arrangements
Collaborative Arrangements | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangements | 13. COLLABORATIVE ARRANGEMENTS GlaxoSmithKline Biologicals S.A. (“GSK”) On September 10, 2019, we entered into a Clinical Collaboration Agreement (“Collaboration Agreement”) pursuant to which we will investigate the use of GSK’s proprietary AS01 B B This relationship is considered a collaborative relationship and not a customer relationship, and is therefore accounted for outside the scope of ASC Topic 606. Costs associated with the second study arm will be expensed as incurred in Research and Development expenses; year to date costs have been de minimis. Brii Biosciences Limited On December 4, 2018, we entered into a License Agreement with Brii Bio, as described in Note 12. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. INCOME TAXES Components of the Company’s loss from continuing operations before income taxes are as follows: 2019 2018 United States $ (9,079 ) $ (4,757 ) Canada (15,537 ) (8,177 ) Israel (30,197 ) (50,666 ) Total $ (54,813 ) $ (63,600 ) The Company operates in United States, 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. A reconciliation of the income tax rate with the Company’s effective tax rate and income tax expense are as follows: 2019 2018 Loss before income taxes $ (54,813 ) $ (63,600 ) Canadian statutory tax rate 26.50 % 26.50 % Expected benefit of income tax 14,525 16,854 Research and development tax credits 300 256 Change in valuation allowance (10,873 ) (14,685 ) Difference between Canadian and foreign tax rates (982 ) (1,708 ) Impairment of Goodwill (1,667 ) - Non – deductible portion of capital losses (217 ) - Other (44 ) (125 ) Change in tax rates - 59 Stock based compensation (1,042 ) (651 ) Income tax expense $ - $ - For 2019 the Canadian statutory income tax rate of approximately 26.5% is comprised of federal income tax at approximately 15% and provincial income tax at approximately 11.5%. The Israel statuary income rate is approximately 23%. The Deferred tax asset (liability) consisted of the following: 2019 2018 Deferred tax assets (liabilities): Net operating losses $ 54,337 $ 41,556 Research and development tax credits 12,605 13,350 Property and equipment 431 435 Reserves and other 1,859 1,457 Interest - 858 Intangible assets (16,249 ) (15,546 ) Net deferred tax assets 52,983 42,110 Less: valuation allowance (52,983 ) (42,110 ) Net deferred tax assets (liabilities) $ - $ - As of December 31, 2019, and 2018, the Company had United States federal net operating loss carryovers (“NOLs”) of approximately $49.8 million and $39.0 million, respectively, including $29.0 million related to the acquisition of VBI DE, available to offset taxable income which expire beginning in 2026. The NOLs may be limited pursuant to Section 382 of the Internal Revenue Code and similar state statutes due to the acquisition of VBI DE in 2016 and other equity transactions through December 31, 2019. Generally, NOL utilization is limited if a corporation has a more than 50% change in ownership over a three-year period. The Company plans on undertaking a detailed analysis of any historical and/or current Section 382 ownership changes that may limit the utilization of the net operating loss carryovers. As of December 31, 2019, and 2018, the Company also had Canadian net operating loss carryovers of approximately $52.3 million and $47.0 million, respectively available to offset future taxable income which expire beginning in 2024. As of December 31, 2019, and 2018, the Company also had Israel net operating loss carryovers of approximately $116.8 million and $80.3 million, respectively, which can be carried forward indefinitely. At December 31, 2019 and 2018, the Company had $5.5 million and $4.9 million, respectively, of investment tax credits available to carry forward and reduce future years’ Canadian income taxes which expire beginning in 2026. As of December 31, 2019, and 2018, the Company had unclaimed research and development expenses in Canada of approximately $19.9 million and $17.2 million, respectively, which are available to offset future taxable income indefinitely. At December 31, 2019, the Company had NOLs aggregating approximately $218.9 million. The NOLs are available to reduce taxable income of future years and expire as follows: United States Canada Israel Total 2024 $ - $ 464 $ - $ 464 2025 - 1,445 - 1,445 2026 10 3,644 - 3,654 2027 446 4,223 - 4,669 2028 718 1,635 - 2,353 2029 672 3,062 - 3,734 2030 2,556 991 - 3,547 2031 3,617 1,226 - 4,843 2032 2,962 - - 2,962 2033 3,126 1,432 - 4,558 2034 5,626 5,364 - 10,990 2035 4,661 1,613 - 6,274 2036 5,323 8,557 - 13,880 2037 6,017 9,617 - 15,634 2038 - 2,389 - 2,389 2039 - 6,599 - 6,599 No expiration 14,101 - 116,840 130,941 Total losses $ 49,835 $ 52,261 $ 116,840 $ 218,936 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND Licensing (a) In connection with the acquisition of the ePixis technology in 2011, VBI Cda also agreed to make certain contingent payments as follows: Upon the completion of a “Successful Technology Transfer”, as defined in the Sale and Purchase Agreement (“SPA”), to a contract manufacturing organization, VBI Cda paid €102 (approximately $110 and referred to as the “Transfer Payment”) to the Sellers during the second quarter of 2015. The Transfer Payment related to the achievement of the first milestone, which occurred during the three months ended June 30, 2015. The Company is committed to make further contingent payments pursuant to defined milestones in the SPA depending on whether there continue to exist any issued and valid claims on the acquired patents. Contingent payments include: ● Upon first approval in the United States or the European Union: €500 to €1,000; ● Upon commercialization when cumulative net sales equals or exceeds: ○ €25,000: €750 to €1,500; and, ○ €50,000: €1,000 to €2,000; ● Upon commercialization by one or more sublicenses when cumulative net sales equals or exceeds: ○ €25,000: €375 to €750; ○ €50,000: €375 to €750; ○ €75,000: €500 to €1,000; ○ €100,000: €500 to €1,000, ○ VBI will be obligated to pay to the Sellers the balance still owing on the total €3,500 when either cumulative net sales of €50,000 by VBI or €100,000 by VBI and its sublicenses is achieved. The Company is further committed to pay all costs of protecting the patents and make contingent payments to the licensor of the acquired patents pursuant to defined milestones in an amendment to the related license agreement which include: royalty fees ranging between 0.75% and 1.75% depending on the level of net sales; and, lump sum payments ranging from €50 to €1,000 depending on the stage of clinical development and ultimately commercial approval. Additionally, 5% to 25% of any sublicensing fees depending on stage of clinical development are also payable to the licensor. Except for the Transfer Payment, which became due upon successful technology transfer to a contract manufacturing organization, the events obliging the Company to make these payments to the Sellers have not yet occurred and are not probable of occurring; consequently, no amounts are accrued in respect of these contingencies. (b) The Company’s manufactured and marketed product, Sci-B-Vac is a recombinant trivalent hepatitis B vaccine whose sales and territories are governed by the Savient Pharmaceuticals Inc and SciGen Ltd., dated June 2014 (“Ferring License Agreement”). Under the Ferring License Agreement the Company is committed to pay Ferring royalties equal to 7% of net sales (as defined therein) of the HBsAg “Product” (as defined therein). Under an Assignment Agreement between FDS Pharm LLP and SciGen Ltd., dated February 14, 2012 (the “SciGen Assignment Agreement”), we are required to pay royalties to SciGen Ltd. equal to 5% of net sales (as defined in the Ferring License Agreement) of Product. Royalty payments under the Ferring License Agreement of $38 and $42, were recorded in cost of revenues for the year ended December 31, 2019 and 2018, respectively. Royalty payments under the SciGen Assignment Agreement of $27 and $30 were recorded in cost of revenues for the year ended December 31, 2019 and 2018, respectively. In addition, the Company is committed to pay 30% of any and all non-royalty consideration, in any form, received by Company from sub-licensees (other than consideration based on net sales for which a royalty is due under the Ferring License Agreement), provided that the payment of 30% shall not apply to a grant of rights in or relating to: (i) the territory as such term was defined prior to an amendment dated January 24, 2005; or (ii) the Berna Territory (as defined in therein). Under the Ferring License Agreement and the SciGen Assignment Agreement, we originally were to pay royalties on a country-by-country basis until the date 10 years after the date of commencement of the first royalty year in respect of such country. In April 2019, we exercised our option to extend the Ferring License Agreement in respect of all the countries that still make up the territory for an additional 7 years by making a one-time payment to Ferring of $100. Royalties under the Ferring License Agreement and SciGen Assignment Agreement will continue to be payable for the duration of the extended license periods. 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) ($543,837). 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. Preliminary hearings for the trial of the civil action began on January 15, 2020. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 16. 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, had an initial term ending on December 31, 2019 with the option to extend the term for two periods of three years. Effective September 5, 2019, the term of the lease was extended until December 31, 2022, with an option to extend the lease for one additional period 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: $ 996 Other information: Weighted average remaining lease term 2.4 years Weighted average discount rate 12 % Rent expense for the year ended December 31, 2018 was $992. 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 December 31, 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 year ended December 31, 2019, the Company entered into new lease agreements and recognized a ROU asset of $504. The following table summarizes future undiscounted cash payments reconciled to the lease liabilities: Year ending December 31 2020 $ 774 2021 699 2022 165 Total $ 1,638 Effect of discounting (179 ) Total lease liability $ 1,459 Less: current portion (642 ) Long term lease liability $ 817 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 17. 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. 2019 2018 Revenue in Israel $ 455 $ 435 Revenue in China/Hong Kong 1,635 2,667 Revenue in Europe 131 253 Total $ 2,221 $ 3,355 There was no revenue attributed to our country of domicile, Canada, for years ended December 31, 2019 and 2018. For the year ended December 31, 2019, the Company had 2 customers that individually accounted for 74% and 13% of revenues. For the year ended December 31, 2018, the Company had 1 customer that individually accounted for 79% of revenues. Tangible long-lived assets (Property and equipment and right of use assets) attributed to geographic areas are as follows: 2019 2018 Property and equipment in Israel $ 11,062 $ 8,396 Property and equipment in United States 112 52 Property and equipment Canada (country of domicile) 480 77 Total $ 11,654 $ 8,525 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. RELATED PARTY TRANSACTIONS SciVac entered into a services agreement with OPKO Biologics Ltd. (“OPKO Bio”), a wholly-owned subsidiary of OPKO Health, Inc., a related party shareholder of the Company, dated as of March 15, 2015 as amended on January 25, 2016, pursuant to which SciVac agreed to provide certain aseptic process filling services to OPKO Bio. For the years ended December 31, 2019 and 2018 there was no revenue recognized pursuant to such services agreement. Effective October 17, 2018, OPKO Bio is no longer a related party. During the year ended December 31, 2019, the Company entered into a car loan lease with an officer of the Company, as part of their compensation arrangement, for $53, repayable over 3 years. See Note 9 for the Company’s long-term debt with a lender that is affiliated with the Company’s largest shareholder and is a related party. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. SUBSEQUENT EVENTS On January 22, 2020, the Company approved to grant 4,060,000 stock options and awards to existing employees and directors pursuant to the 2016 Plan. All of the granted options and awards vest on a monthly basis over 36 months and automatically expire on January 22, 2030. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of VBI and its wholly owned subsidiaries, SciVac, SciVac HK, VBI DE, VBI US and VBI Cda. Intercompany balances and transactions between the Company and its subsidiaries are eliminated in the consolidated financial statements. |
Foreign Currency | Foreign currency The functional and reporting currency of the Company is the United States dollar. 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 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 operating results. |
Use of Estimates | Use of Estimates Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates made. We continually evaluate estimates used in the preparation of the 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 revenue recognition, 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 and the inputs in determining the fair value of equity-based awards and warrants issued. Actual results may differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and accounts receivable. We place our cash primarily in commercial checking accounts. Commercial bank balances may from time to time exceed federal insurance limits. However, the Company believes credit risk is low as the cash resides in large highly rated financial institutions. The Company has not experienced any losses in cash and accounts receivable for years ended December 31, 2019 and 2018, respectively. |
Inventory | Inventory Inventory components include all raw materials, work-in-progress and finished goods. Cost is determined on a first-in, first-out basis. The cost of inventories comprises costs to purchase, costs incurred in bringing the inventories to their present location and condition, and costs incurred in the manufacturing process including labor and overhead. Inventory is valued at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. On an quarterly basis, the Company evaluates the condition and age of inventories and makes provisions for slow moving inventories accordingly. |
Deferred Financing Costs | Deferred financing costs Offering costs related to debt and equity financing consist of direct incremental external expenses. The Company presents debt issuance costs related to a recognized long-term debt in the consolidated balance sheet as a direct reduction of the carrying value of the long-term debt, consistent with the accounting treatment of debt discounts. The amortization of debt issuance costs follows the effective interest rate method (see Note 9). Offering costs related to registration statements and the initiation of the Distribution Agreement are recorded as an asset and are reclassified to equity upon the successful selling of common shares. The costs are reviewed for impairment and will be recorded to expense if and when the Company determines that future equity offerings are not probable of occurring. At December 31, 2019 and 2018, the Company had $169 and $154 of deferred offering costs, respectively, recorded as an other current asset. |
Property and Equipment | Property and equipment Property and equipment are recorded at cost less accumulated depreciation. The assets are depreciated by the straight-line method over the estimated useful lives of the related assets as follows: Number of years Furniture and office equipment 5-14 Machinery and equipment 3-7 Computers 2-3 Leasehold improvements shorter of useful life or the term of the lease When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation is removed from the accounts, and any resulting gain or loss is recognized in the consolidated statement of operations and comprehensive loss. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. |
Impairment of Long-lived Assets | Impairment of long-lived assets Long-lived assets, such as property and equipment and finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, then an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company recorded an impairment of $278 during the year ended December 31, 2018 related to certain leasehold improvements and manufacturing equipment no longer being utilized in the business as a result of the modernization and capacity increase of our manufacturing facility. The amount represented the remaining net book value of these assets. The impairment is included in impairment charges in the accompanying consolidated statements of operations and comprehensive loss. The Company did not record an impairment for long-lived assets during the year ended December 31, 2019. |
In-Process Research and Development Assets and Goodwill | In-Process Research and Development Assets and Goodwill 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: (i) a significant adverse change in legal factors or in business climate, (ii) unanticipated competition, or (iii) an adverse action or assessment by a regulator. The Company has established August 31st as the date for its annual impairment test of IPR&D and goodwill. The IPR&D assets, which consist of CMV and GBM projects, were acquired in a business combination, capitalized as an intangible asset and are 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, 2019. The fair value of the IPR&D assets included in the impairment test 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 12.5% and the cumulative probability of technical and regulatory success to achieve approval to market the products ranged from approximately 6% to 17%. 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 recorded an impairment of goodwill of $4,549 as a result of its annual impairment test on August 31, 2019. The Company considered the decline in its stock price as of September 30, 2019 to be a triggering event for an interim goodwill impairment test, which resulted in an additional impairment of $1,743. The total impairment of goodwill recorded during the year ended December 31, 2019 was $6,292 and is included in impairment charges in the accompanying consolidated statements of operations and comprehensive loss. The Company consists of a single reporting unit and used its market capitalization to determine the fair value of the reporting unit. In order to determine the market capitalization, the Company used the trailing 20-day volume weighted average price of its stock as of each testing date. |
Other Intangible Assets | Other Intangible Assets The Company’s other intangible assets include patents with finite lives. These assets obtained are recorded at cost less accumulated amortization and any impairment losses. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives. |
Long Term Debt | Long Term Debt The Company accounts for amendments to long-term debt as a substantial modification if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. A substantial modification shall be accounted for like an extinguishment. If the cash flow effect on a present value basis is less than 10%, the debt instruments are accounted for as a debt modification. |
Research and Development | Research and development All costs of research and development are expensed as incurred. When preparing our financial statements, we are required to estimate our accrued clinical expenses. This process involves reviewing contracts and communicating with our personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual cost. Payments under some of the contracts we have with third parties depend on factors, such as successful enrollment of certain numbers of patients, site initiation and the completion of clinical trial milestones. When accruing clinical expenses, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If possible, we obtain information regarding unbilled services directly from our service providers. However, we may be required to estimate the cost of these services based only on information available to us. If we underestimate or overestimate the cost associated with a trial or service at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, our estimated accrued clinical expenses have approximated actual expense incurred. |
Revenue Recognition | Revenue recognition We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. The Company must use significant judgment to determine: a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract; b) the transaction price under step (iii) above; and c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price. The transaction price is allocated to each performance obligation on an estimated stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. Product sales The Company recognizes revenue from product sales when obligations under the terms of the contract with the customer are satisfied; this occurs upon the transfer of control of the goods to the customers. Collaborative Arrangements The Company first evaluates license and/or collaboration arrangements to determine whether the arrangement (or part of the arrangement) represents a collaborative arrangement pursuant to Accounting Standards Codification (“ASC”) Topic 808, Collaborative Arrangements (“ASC 808”), based on the risks and rewards and activities of the parties pursuant to the contractual arrangement. The Company then determines if the collaborative arrangements are within the scope of ASC Topic 606, Revenue Recognition (“ASC 606”). Collaborative arrangements with partners which are within the scope of ASC 606 typically include payment to us of one or more of the following: (i) license fees; (ii) research and development services to be performed as part of the contract (“R&D services”) (iii) payments related to the achievement of developmental, regulatory, or commercial milestones; and (iv) royalties on net sales of licensed products. Collaborative arrangements (or elements within the contract that are deemed part of a collaborative arrangement) with partners which represent a collaborative relationship and not a customer relationship, are accounted for outside the scope of ASC Topic 606. License fees If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. R&D Services The promises under the Company’s collaboration and license agreements generally include research and development services to be performed by the Company. For performance obligations that include research and development services, the Company generally recognizes revenue allocated to such performance obligations based on an appropriate measure of progress. The Company utilizes judgment to determine the appropriate method of measuring progress for purposes of recognizing revenue, which is generally an input measure such as costs incurred. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Royalties For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. |
Employee Benefits | Employee benefits The Company operates a defined contribution retirement benefit plan for all qualifying employees with corresponding federal, and state/provincial law. For qualifying employees in Israel, under Israeli law, the assets of the plan are held separately from those of the Company in funds under the control of trustees. The Company’s liability for severance pay for the employees of its subsidiary in Israel is calculated in accordance with Israeli law based on the most recent salary paid to employees and the length of employment in the Company. The Company records its obligation with respect to employee severance payments as if it were payable at each balance sheet date. Obligations for employee benefits are recognized as a component of operating expenses in the statement of operations and comprehensive loss in the periods during which services are rendered by employees. The Company records its obligation with respect to employee severance payments as if it was payable at each balance sheet date. |
Income Taxes | Income taxes Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates which will be in effect when the differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax asset will be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The benefit is measured as the largest amount that is more likely than not to be realized upon ultimate settlement. The Company does not have any uncertain tax positions or accrued penalties and interest as of December 31, 2019 and 2018. If such matters were to arise, the Company would recognize interest and penalties related to income tax matters in income tax expense. The Company’s claim for Scientific Research and Experimental Development (SR&ED) deductions for income tax purposes are based upon management’s interpretation of the applicable legislation in the Income Tax Act (Canada). These amounts are subject to review and acceptance by the Canada Revenue Agency and may be subject to adjustment. |
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 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 financial assets approximate their respective fair values. The fair value of our outstanding debt, including the current portion, is estimated to be approximately $15,272 and $14,975 at December 31, 2019 and 2018, respectively. The fair value of the outstanding debt is considered to be Level 3 in the fair value hierarchy and was estimated by discounting to present value the scheduled coupon payments and principal repayment, using an appropriate fair market yield. |
Loss Per Share | Loss per share Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares outstanding after giving effect to the impact of all potentially dilutive potential shares. There was no dilutive effect on the earnings per share for all periods presented. |
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 Company’s lease agreements do not provide an implicit rate, the Company estimated an incremental borrowing rate in determining the present value of its 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. |
Stock-based Compensation | Stock-based compensation The Company accounts for share-based awards to employees and directors in accordance with the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”). Under ASC 718, share-based awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The Company values its stock options using the Black-Scholes option pricing model. The Company accounts for forfeitures when they occur. The Company accounts for share-based payments to non-employees issued in exchange for services based upon the fair value of the equity instruments issued. Compensation expense for stock options issued to non-employees is calculated using the Black-Scholes option pricing model and is recorded over the service performance period. Options subject to vesting are required to be periodically remeasured over their service performance period until the measurement date, when service is completed. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | The assets are depreciated by the straight-line method over the estimated useful lives of the related assets as follows: Number of years Furniture and office equipment 5-14 Machinery and equipment 3-7 Computers 2-3 Leasehold improvements shorter of useful life or the term of the lease |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, 2019 Cost Accumulated Net Book Machinery and equipment $ 4,578 $ (1,318 ) $ 3,260 Furniture and office equipment 175 (47 ) 128 Computer equipment and software 518 (326 ) 192 Leasehold improvements 7,684 (1,069 ) 6,615 $ 12,955 $ (2,760 ) $ 10,195 December 31, 2018 Cost Accumulated Net Book Machinery and equipment $ 3,603 $ (1,046 ) $ 2,557 Furniture and office equipment 132 (41 ) 91 Computer equipment and software 384 (227 ) 157 Leasehold improvements 6,817 (1,097 ) 5,720 $ 10,936 $ (2,411 ) $ 8,525 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is stated at the lower of cost or market and consists of the following: 2019 2018 Finished goods $ 58 $ 81 Work-in-process 237 64 Raw materials 780 766 $ 1,075 $ 911 |
Intangibles and Goodwill (Table
Intangibles and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles Assets | December 31, 2019 Gross Accumulated Cumulative Cumulative Net Book License $ 669 $ (521 ) $ - $ 30 $ 178 IPR&D assets 61,500 - (300 ) (622 ) 60,578 $ 62,169 $ (521 ) $ (300 ) $ (592 ) $ 60,756 December 31, 2018 Gross Accumulated Impairment Cumulative Net Book License $ 669 $ (457 ) $ - $ 11 $ 223 IPR&D assets 61,500 - (300 ) (3,174 ) 58,026 $ 62,169 $ (457 ) $ (300 ) $ (3,163 ) $ 58,249 |
Schedule of Goodwill | December 31, 2019 Gross Cumulative Cumulative Net Book Goodwill $ 8,714 $ (6,292 ) $ (214 ) $ 2,208 December 31, 2018 Gross Cumulative Cumulative Net Book Goodwill $ 8,714 $ - $ (449 ) $ 8,265 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: 2019 2018 Accrued research and development expenses (including clinical trial expenses) $ 9,247 $ 9,763 Payroll and employee-related costs 2,184 2,294 Other current liabilities 830 1,790 $ 12,261 $ 13,847 |
Loss Per Share of Common Shar_2
Loss Per Share of Common Shares (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Weighted Average Shares Outstanding | The following potentially dilutive securities outstanding at December 31, 2019 and 2018 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: 2019 2018 Warrants 2,618,824 2,618,824 Stock options and unvested stock awards 6,629,705 3,748,246 9,248,529 6,367,070 |
Long-Term Debt - Related Party
Long-Term Debt - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | 2019 2018 Long-term debt, net of debt discount of $455 ($1,274 at December 31 2018) $ 14,845 $ 14,027 Less: current portion, net of debt discount of $455 ($100 at December 31, 2018) 14,845 1,100 $ - $ 12,927 |
Schedule of Interest Expense | Interest expense, net of interest income recorded for the year ended December 31, 2019 and 2018 was as follows: December 31 2019 2018 Interest expense – related party $ 2,033 $ 1,980 Amortization of debt discount – related party 998 1,274 Interest income (835 ) (622 ) Total interest expense, net of interest income $ 2,196 $ 2,632 |
Schedule of Future Principal Payments of Long-Term Debt | The following table summarizes the future payments that the Company expects to make for long-term debt: Year ending 2020 15,300 $ 15,300 |
Stockholders' Equity and Addi_2
Stockholders' Equity and Additional Paid-In Capital (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Options Outstanding Under Different Plans | The table below provides information, as of December 31, 2019, regarding the 2006 Plan, the 2013 Plan, the 2014 Plan and the 2016 Plan under which our equity securities are authorized for issuance to officers, directors, employees, consultants, independent contractors and advisors. Plan Category Number of Weighted 2006 Plan 994,716 $ 4.00 2013 Plan - $ - 2014 Plan 521,242 $ 5.07 2016 Plan 5,113,747 $ 2.32 Total 6,629,705 $ 2.79 |
Schedule of Stock Options Activity | Activity related to stock options is as follows: Number of Weighted Balance outstanding at December 31, 2017 2,351,395 $ 4.44 Granted 1,515,000 $ 3.82 Exercised (39,828 ) $ 2.50 Forfeited (346,891 ) $ 4.47 Balance outstanding at December 31, 2018 3,479,676 $ 4.14 Granted 3,870,000 $ 1.69 Exercised - $ - Forfeited (877,968 ) $ 3.40 Balance outstanding at December 31, 2019 6,471,708 $ 2.79 Exercisable at December 31, 2019 3,459,745 $ 3.45 |
Schedule of Exercise Price Range Stock Options Outstanding and Exercisable | Outstanding Exercisable Exercise Price Number Of Weighted Number Of Weighted $ 0.00- $ 3.49 3,964,743 8.78 1,322,364 $ 1.90 $ 3.50 - $ 4.49 1,813,366 6.63 1,443,782 $ 4.14 $ 4.50 - $ 5.49 670,711 5.31 670,711 $ 4.85 $ 5.50+ 22,888 4.57 22,888 $ 8.17 6,471,708 7.80 3,459,745 $ 3.45 |
Schedule of Restricted Stock Units | Information relating to restricted stock units is as follow: Number of Weighted Unvested shares outstanding at January 1, 2017 and December 31, 2017 424,379 3.99 Granted 150,000 $ 4.26 Vested (237,669 ) $ 4.01 Forfeited (68,140 ) $ 3.89 Unvested shares outstanding at December 31, 2018 268,570 $ 4.13 Granted 330,000 $ 1.65 Vested (421,544 ) $ 2.73 Forfeited (19,029 ) $ 3.43 Unvested shares outstanding at December 31, 2019 157,997 $ 2.77 |
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 % 114.68 % Risk free interest rate 2.46 % 2.57 % Expected term in years 5.78 5.84 Expected dividend yield 0.00 % 0.00 % Weighted average fair value per option $ 1.45 $ 3.21 |
Schedule of Stock-based Compensation Expense | The total stock-based compensation expense recorded in the years ended December 31, was as follows: 2019 2018 Research and development $ 796 $ 696 General and administration 3,080 2,556 Cost of revenue 59 60 Total stock-based compensation expense $ 3,935 $ 3,312 |
Schedule of Warrant Activity | Activity related to the warrants is as follows: Number of Weighted Balance outstanding at December 31, 2017 and 2018 2,618,824 $ 3.57 Issued - $ - Balance outstanding at December 31, 2019 2,618,824 $ 2.87 |
Revenues and Deferred Revenue (
Revenues and Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Comprised | Revenue is comprised of the following: 2019 2018 License revenue $ - $ 2,637 Product revenue 536 604 R&D Service revenue 1,685 114 $ 2,221 $ 3,355 |
Summary of Revenue Expected to be Recognized in Future Related to Performance Obligations | The following table presents revenue expected to be recognized in the future related to performance obligations, based on current estimates, that are unsatisfied at December 31, 2019: Total 2020 2021 and Product revenue $ 469 $ - $ 469 R&D Service revenue 3,322 882 2,440 Total $ 3,791 $ 882 $ 2,909 |
Summary of Changes in Deferred Revenue | The following table presents changes in the deferred revenue balance for the year ended December 31, 2019: Balance at December 31, 2018 $ 5,172 Amounts received in 2019 - Recognition of deferred revenue (1,649 ) Currency translation 268 Balance at December 31, 2019 $ 3,791 Short Term $ 882 Long Term $ 2,909 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Tax | Components of the Company’s loss from continuing operations before income taxes are as follows: 2019 2018 United States $ (9,079 ) $ (4,757 ) Canada (15,537 ) (8,177 ) Israel (30,197 ) (50,666 ) Total $ (54,813 ) $ (63,600 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax rate with the Company’s effective tax rate and income tax expense are as follows: 2019 2018 Loss before income taxes $ (54,813 ) $ (63,600 ) Canadian statutory tax rate 26.50 % 26.50 % Expected benefit of income tax 14,525 16,854 Research and development tax credits 300 256 Change in valuation allowance (10,873 ) (14,685 ) Difference between Canadian and foreign tax rates (982 ) (1,708 ) Impairment of Goodwill (1,667 ) - Non – deductible portion of capital losses (217 ) - Other (44 ) (125 ) Change in tax rates - 59 Stock based compensation (1,042 ) (651 ) Income tax expense $ - $ - |
Schedule of Deferred Tax Assets | The Deferred tax asset (liability) consisted of the following: 2019 2018 Deferred tax assets (liabilities): Net operating losses $ 54,337 $ 41,556 Research and development tax credits 12,605 13,350 Property and equipment 431 435 Reserves and other 1,859 1,457 Interest - 858 Intangible assets (16,249 ) (15,546 ) Net deferred tax assets 52,983 42,110 Less: valuation allowance (52,983 ) (42,110 ) Net deferred tax assets (liabilities) $ - $ - |
Schedule of NOL's Available to Reduce Taxable Income of Future Years | The NOLs are available to reduce taxable income of future years and expire as follows: United States Canada Israel Total 2024 $ - $ 464 $ - $ 464 2025 - 1,445 - 1,445 2026 10 3,644 - 3,654 2027 446 4,223 - 4,669 2028 718 1,635 - 2,353 2029 672 3,062 - 3,734 2030 2,556 991 - 3,547 2031 3,617 1,226 - 4,843 2032 2,962 - - 2,962 2033 3,126 1,432 - 4,558 2034 5,626 5,364 - 10,990 2035 4,661 1,613 - 6,274 2036 5,323 8,557 - 13,880 2037 6,017 9,617 - 15,634 2038 - 2,389 - 2,389 2039 - 6,599 - 6,599 No expiration 14,101 - 116,840 130,941 Total losses $ 49,835 $ 52,261 $ 116,840 $ 218,936 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Cost and Other Information | 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: $ 996 Other information: Weighted average remaining lease term 2.4 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 2020 $ 774 2021 699 2022 165 Total $ 1,638 Effect of discounting (179 ) Total lease liability $ 1,459 Less: current portion (642 ) Long term lease liability $ 817 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenues from External Customers | Revenues from external customers are attributed to geographic areas based on location of the contracting customers. 2019 2018 Revenue in Israel $ 455 $ 435 Revenue in China/Hong Kong 1,635 2,667 Revenue in Europe 131 253 Total $ 2,221 $ 3,355 |
Schedule of Property and Equipment Attributed to Geographic Areas | Tangible long-lived assets (Property and equipment and right of use assets) attributed to geographic areas are as follows: 2019 2018 Property and equipment in Israel $ 11,062 $ 8,396 Property and equipment in United States 112 52 Property and equipment Canada (country of domicile) 480 77 Total $ 11,654 $ 8,525 |
Nature of Business and Contin_2
Nature of Business and Continuation of Business (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 17, 2018 | Dec. 04, 2018 | Dec. 04, 2018 | May 15, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated deficit | $ 262,388 | $ 262,388 | $ 207,575 | |||||
Cash flows from operating activities | 48,712 | 45,533 | ||||||
Number of stock issued during period | 30,665,304 | 80,500,000 | ||||||
Share issued price per share | $ 1.40 | $ 0.50 | ||||||
Proceeds from issuance of stock | $ 42,932 | $ 40,250 | $ 40,250 | $ 46,558 | ||||
Underwritten Public Offering [Member] | ||||||||
Number of stock issued during period | 30,665,304 | 80,500,000 | ||||||
Share issued price per share | $ 1.40 | $ 0.50 | $ 0.50 | |||||
Number of stock issued during period, value | $ 42,932 | $ 40,250 | ||||||
Share issuance costs | 3,152 | 2,835 | ||||||
Proceeds from issuance of stock | $ 39,780 | $ 37,415 | ||||||
Equity Distribution Agreement [Member] | Sales Agent [Member] | ||||||||
Distribution agreement expiration period description | The Distribution Agreement may be terminated by the Sales Agent or the Company at any time upon ten days' notice to the other party, or by the Sales Agent at any time in certain circumstances. | |||||||
Percentage of sales commission | 3.00% | |||||||
Equity Distribution Agreement [Member] | Sales Agent [Member] | Maximum [Member] | ||||||||
Available for sale securities | $ 30,000 | |||||||
License Agreement [Member] | Brii Bio [Member] | ||||||||
Upfront payment received | $ 11,000 | |||||||
Number of stock issued during period | 2,295,082 | |||||||
Proceeds from issuance of stock | $ 3,626 | |||||||
Stock Purchase Agreement [Member] | ||||||||
Number of stock issued during period | 2,295,082 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2019 | Aug. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred offering costs | $ 169 | $ 154 | ||
Impairment of long-lived assets | 278 | |||
Impairment of goodwill | $ 4,549 | 6,292 | ||
Additional impairment loss | $ 1,743 | |||
Uncertain tax positions or accrued penalties and interest | ||||
Fair value of debt outstanding | $ 15,272 | $ 14,975 | ||
Maximum [Member] | ||||
Effect of cash flow percentage, debt modification | 10.00% | |||
IPR&D assets [Member] | Minimum [Member] | ||||
Cumulative probability of technical and regulatory success, percentage | 6.00% | |||
Impairment of goodwill | ||||
IPR&D assets [Member] | Maximum [Member] | ||||
Cumulative probability of technical and regulatory success, percentage | 17.00% | |||
IPR&D assets [Member] | Discount Rate [Member] | ||||
Discount rate, percentage | 12.50% |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture and Office Equipment [Member] | Minimum [Member] | |
Property and equipment useful lives | 5 years |
Furniture and Office Equipment [Member] | Maximum [Member] | |
Property and equipment useful lives | 14 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property and equipment useful lives | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property and equipment useful lives | 7 years |
Computers [Member] | Minimum [Member] | |
Property and equipment useful lives | 2 years |
Computers [Member] | Maximum [Member] | |
Property and equipment useful lives | 3 years |
Leasehold Improvements [Member] | |
Property and equipment useful lives description | shorter of useful life or the term of the lease. |
New Accounting Pronouncements (
New Accounting Pronouncements (Details Narrative) $ in Thousands | Jan. 02, 2019USD ($) |
ASU 2016-02 [Member] | |
ROU assets and lease liabilities | $ 1,653 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,142 | $ 481 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and Equipment cost | $ 12,955 | $ 10,936 |
Accumulated Depreciation | (2,760) | (2,411) |
Net Book Value | 10,195 | 8,525 |
Machinery and Equipment [Member] | ||
Property and Equipment cost | 4,578 | 3,603 |
Accumulated Depreciation | (1,318) | (1,046) |
Net Book Value | 3,260 | 2,557 |
Furniture and Office Equipment [Member] | ||
Property and Equipment cost | 175 | 132 |
Accumulated Depreciation | (47) | (41) |
Net Book Value | 128 | 91 |
Computer Equipment and Software [Member] | ||
Property and Equipment cost | 518 | 384 |
Accumulated Depreciation | (326) | (227) |
Net Book Value | 192 | 157 |
Leasehold Improvements [Member] | ||
Property and Equipment cost | 7,684 | 6,817 |
Accumulated Depreciation | (1,069) | (1,097) |
Net Book Value | $ 6,615 | $ 5,720 |
Inventory, Net (Details Narrati
Inventory, Net (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Inventory provision | $ 300 | $ 189 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 58 | $ 81 |
Work-in-process | 237 | 64 |
Raw materials | 780 | 766 |
Inventory net | $ 1,075 | $ 911 |
Intangibles and Goodwill (Detai
Intangibles and Goodwill (Details Narrative) - USD ($) $ in Thousands | Aug. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Amortization expense | $ 62 | $ 61 | |
Expected amortization | 63 | ||
Goodwill impairment charges | $ 4,549 | 6,292 | |
Cumulative translation adjustments | 4,976 | ||
Goodwill [Member] | |||
Increase in Foreign currency translation adjustment | 235 | ||
Decrease in Foreign currency translation adjustment | 709 | ||
IPR&D Assets [Member] | |||
Increase in Foreign currency translation adjustment | $ 2,552 | ||
Decrease in Foreign currency translation adjustment | $ 4,976 |
Intangibles and Goodwill - Sche
Intangibles and Goodwill - Schedule of Intangibles Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets, Gross | $ 62,169 | $ 62,169 |
Accumulated Amortization | (521) | (457) |
Cumulative Impairment Charge | (300) | (300) |
Cumulative Currency Translation | (592) | (3,163) |
Intangible assets, Net | 60,756 | 58,249 |
License [Member] | ||
Intangible assets, Gross | 669 | 669 |
Accumulated Amortization | (521) | (457) |
Cumulative Impairment Charge | ||
Cumulative Currency Translation | 30 | 11 |
Intangible assets, Net | 178 | 223 |
IPR&D Assets [Member] | ||
Intangible assets, Gross | 61,500 | 61,500 |
Accumulated Amortization | ||
Cumulative Impairment Charge | (300) | (300) |
Cumulative Currency Translation | (622) | (3,174) |
Intangible assets, Net | $ 60,578 | $ 58,026 |
Intangibles and Goodwill - Sc_2
Intangibles and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, gross carrying amount | $ 8,714 | $ 8,714 |
Goodwill, cumulative impairment charge | (6,292) | |
Goodwill, cumulative currency translation | (214) | (449) |
Goodwill, net book value | $ 2,208 | $ 8,265 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Accrued research and development expenses (including clinical trial expenses) | $ 9,247 | $ 9,763 |
Payroll and employee-related costs | 2,184 | 2,294 |
Other current liabilities | 830 | 1,790 |
Total Other current liabilities | $ 12,261 | $ 13,847 |
Loss Per Share of Common Shar_3
Loss Per Share of Common Shares - Schedule of Antidilutive Weighted Average Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive weighted average shares outstanding | 9,248,529 | 6,367,070 |
Warrants [Member] | ||
Antidilutive weighted average shares outstanding | 2,618,824 | 2,618,824 |
Stock Options and Unvested Stock [Member] | ||
Antidilutive weighted average shares outstanding | 6,629,705 | 3,748,246 |
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 | Dec. 31, 2019 | Dec. 31, 2018 | May 06, 2016 | Jul. 25, 2014 |
Unamortized debt discount | $ 455 | $ 1,274 | |||||
Debt interest expense | 4,018 | ||||||
Fair value of outstanding debt | 15,272 | $ 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] | |||||||
Exercise price of warrants | $ 2.75 | ||||||
Increase in debt discount | $ 179 | ||||||
Term loan maturity date | Jun. 30, 2020 | ||||||
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 issuance costs | 360 | ||||||
Exit fee | 300 | $ 300 | |||||
Unamortized debt discount | 3,453 | ||||||
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 | ||||||
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 | 12.75% | ||||||
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% | ||||||
Perceptive Credit Holdings, LP [Member] | Amended Credit Facility [Member] | Warrants [Member] | |||||||
Proceeds from issuance of warrants | $ 2,793 | ||||||
Perceptive Credit Holdings, LP [Member] | Amended Credit Facility [Member] | Warrant One [Member] | |||||||
Number of warrants issued to purchase common stock shares | 363,771 | ||||||
Exercise price of warrants | $ 4.13 | ||||||
Perceptive Credit Holdings, LP [Member] | Amended Credit Facility [Member] | Warrant Two [Member] | |||||||
Number of warrants issued to purchase common stock shares | 1,341,282 | ||||||
Exercise price of warrants | $ 3.355 |
Long-Term Debt - Related Part_3
Long-Term Debt - Related Party - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Long-term debt, net of debt discount | $ 14,845 | $ 14,027 |
Less: current portion, net of debt discount | 14,845 | 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 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt discount | $ 455 | $ 1,274 |
Long-term Debt [Member] | ||
Debt discount | 455 | 1,274 |
Debt discount, current | $ 455 | $ 100 |
Long-Term Debt - Related Part_5
Long-Term Debt - Related Party - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Interest expense - related party | $ 2,033 | $ 1,980 |
Amortization of debt discount - related party | 998 | 1,274 |
Interest income | (835) | (622) |
Total interest expense, net of interest income | $ 2,196 | $ 2,632 |
Long-Term Debt - Related Part_6
Long-Term Debt - Related Party - Schedule of Future Principal Payments of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Total | $ 14,845 | $ 14,027 |
Long-term Debt [Member] | ||
Remaining 2019 | ||
2020 | 15,300 | |
Total | $ 15,300 |
Employee Benefits (Details Narr
Employee Benefits (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total expense recognized for the period | $ 263 | $ 218 |
Percentage of matching contribution with employees | 25.00% | |
Employees salary rate | 8.33% | 8.33% |
Cost of Revenues [Member] | ||
Severance payments | $ 24 | |
Research and Development [Member] | ||
Severance payments | $ 24 | |
VBI DE [Member] | ||
Percentage of salary contribution to retirement benefit | 1.50% | |
VBI Cda [Member] | ||
Percentage of salary contribution to retirement benefit | 1.50% |
Stockholders' Equity and Addi_3
Stockholders' Equity and Additional Paid-In Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 17, 2019 | Feb. 20, 2019 | Dec. 17, 2018 | Dec. 04, 2018 | Jun. 18, 2018 | Mar. 07, 2018 | Sep. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of stock options exercised during period | 39,828 | |||||||||
Percentage of stock awards vested | 25.00% | 25.00% | ||||||||
Number of common shares available for issuance | 95,312 | 129,782 | ||||||||
Number of shares issued during new issues | 30,665,304 | 80,500,000 | ||||||||
Proceeds from issuance of stock | $ 42,932 | $ 40,250 | $ 40,250 | $ 46,558 | ||||||
Share issued price per share | $ 1.40 | $ 0.50 | ||||||||
Stock issuance costs | $ 2,835 | 3,152 | ||||||||
Payment of stock issuance costs | $ 2,835 | 3,006 | ||||||||
Stock issuance costs included in other current liabilities | $ 146 | |||||||||
Weighted average remaining contractual life of exercisable options | 6 years 9 months 22 days | 6 years 1 month 13 days | ||||||||
Intrinsic value of options outstanding | $ 0 | |||||||||
Intrinsic value of options outstanding, vested and expected to vest | 0 | |||||||||
Intrinsic value of options outstanding, expected to vest | 0 | |||||||||
Unrecognized vested compensation stock option | $ 5,414 | |||||||||
Unrecognized compensation over weighted average period | 1 year 10 months 17 days | |||||||||
Number of restricted stock award vested | 0 | 9,281 | ||||||||
Number of restricted stock award vested, value | $ 0 | $ 35 | ||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Stock option granted | ||||||||||
Fair value of vested restricted stock units | 1,153 | |||||||||
Board of Directors [Member] | First Anniversary [Member] | ||||||||||
Percentage of stock awards vested | 25.00% | |||||||||
Board of Directors [Member] | Second Anniversary [Member] | ||||||||||
Percentage of stock awards vested | 25.00% | |||||||||
Board of Directors [Member] | Third Anniversary [Member] | ||||||||||
Percentage of stock awards vested | 25.00% | |||||||||
Board of Directors [Member] | Fourth Anniversary [Member] | ||||||||||
Percentage of stock awards vested | 25.00% | |||||||||
License Agreement [Member] | Brii Bio [Member] | ||||||||||
Number of shares issued during new issues | 2,295,082 | |||||||||
Share price | $ 1.58 | |||||||||
Proceeds from issuance of stock | $ 3,626 | |||||||||
2016 Plan [Member] | ||||||||||
Stock option granted | 140,000 | 135,000 | ||||||||
Number of common shares available for issuance | 10,001,505 | |||||||||
Number of options outstanding | 4,955,750 | |||||||||
Exercise price for option percentage | 100.00% | |||||||||
Maximum stock option term | 10 years | |||||||||
2016 Plan [Member] | Maximum [Member] | ||||||||||
Maximum percentage of common shares issued and outstanding | 10.00% | |||||||||
2016 Plan [Member] | SciVac Employees [Member] | ||||||||||
Stock option granted | 143,110 | |||||||||
Number of shares issued during services | 35,000 | |||||||||
2016 Plan [Member] | One Participant [Member] | ||||||||||
Maximum percentage of common shares issued and outstanding | 5.00% | |||||||||
2006 Plan [Member] | ||||||||||
Number of options outstanding | 994,716 | |||||||||
2013 Plan [Member] | ||||||||||
Number of options outstanding | ||||||||||
2014 Plan [Member] | ||||||||||
Number of options outstanding | 521,242 | |||||||||
2016 VBI Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Unvested shares | 157,997 |
Stockholders' Equity and Addi_4
Stockholders' Equity and Additional Paid-In Capital - Schedule of Stock Options Outstanding Under Different Plans (Details) | Dec. 31, 2019$ / sharesshares |
Number of securities to be issued upon exercise/vesting of outstanding awards | shares | 6,629,705 |
Weighted average exercise price | $ / shares | $ 2.79 |
2006 Plan [Member] | |
Number of securities to be issued upon exercise/vesting of outstanding awards | shares | 994,716 |
Weighted average exercise price | $ / shares | $ 4 |
2013 Plan [Member] | |
Number of securities to be issued upon exercise/vesting of outstanding awards | shares | |
Weighted average exercise price | $ / shares | |
2014 Plan [Member] | |
Number of securities to be issued upon exercise/vesting of outstanding awards | shares | 521,242 |
Weighted average exercise price | $ / shares | $ 5.07 |
2016 Plan [Member] | |
Number of securities to be issued upon exercise/vesting of outstanding awards | shares | 5,113,747 |
Weighted average exercise price | $ / shares | $ 2.32 |
Stockholders' Equity and Addi_5
Stockholders' Equity and Additional Paid-In Capital - Schedule of Stock Options Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Stock Options, Exercised | (39,828) | ||
Stock Options [Member] | |||
Number of Stock Options Outstanding, Beginning Balance | 2,351,395 | 3,479,676 | 2,351,395 |
Number of Stock Options, Granted | 3,870,000 | 1,515,000 | |
Number of Stock Options, Exercised | (39,828) | ||
Number of Stock Options, Forfeited | (877,968) | (346,891) | |
Number of Stock Options Outstanding, Ending Balance | 6,471,708 | 3,479,676 | |
Number of Stock Options, Exercisable | 3,459,745 | ||
Weighted Average Exercise Price, Beginning Balance | $ 4.44 | $ 4.14 | $ 4.44 |
Weighted Average Exercise Price, Granted | 1.69 | 3.82 | |
Weighted Average Exercise Price, Exercised | 2.50 | ||
Weighted Average Exercise Price, Forfeited | 3.40 | 4.47 | |
Weighted Average Exercise Price, Ending Balance | 2.79 | $ 4.14 | |
Weighted Average Exercise Price, Exercisable | $ 3.45 |
Stockholders' Equity and Addi_6
Stockholders' Equity and Additional Paid-In Capital - Schedule of Exercise Price Range Stock Options Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Options, Outstanding | shares | 6,471,708 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 9 months 18 days |
Number of Options Exercisable | shares | 3,459,745 |
Options Exercisable, Weighted Average Exercise Price | $ 3.45 |
Range One [Member] | |
Exercise Price, lower limit | 0 |
Exercise Price, upper limit | $ 3.49 |
Number of Options, Outstanding | shares | 3,964,743 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 9 months 11 days |
Number of Options Exercisable | shares | 1,322,364 |
Options Exercisable, Weighted Average Exercise Price | $ 1.90 |
Range Two [Member] | |
Exercise Price, lower limit | 3.50 |
Exercise Price, upper limit | $ 4.49 |
Number of Options, Outstanding | shares | 1,813,366 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 6 years 7 months 17 days |
Number of Options Exercisable | shares | 1,443,782 |
Options Exercisable, Weighted Average Exercise Price | $ 4.14 |
Range Three [Member] | |
Exercise Price, lower limit | 4.50 |
Exercise Price, upper limit | $ 5.49 |
Number of Options, Outstanding | shares | 670,711 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 3 months 22 days |
Number of Options Exercisable | shares | 670,711 |
Options Exercisable, Weighted Average Exercise Price | $ 4.85 |
Range Four [Member] | |
Exercise Price, lower limit | $ 5.50 |
Number of Options, Outstanding | shares | 22,888 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 6 months 25 days |
Number of Options Exercisable | shares | 22,888 |
Options Exercisable, Weighted Average Exercise Price | $ 8.17 |
Stockholders' Equity and Addi_7
Stockholders' Equity and Additional Paid-In Capital - Schedule of Restricted Stock Units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted Average Fair Value at Grant Date, Granted | $ 1.45 | $ 3.21 |
Restricted Stock Units (RSUs) [Member] | ||
Number of Stock Awards, Unvested shares outstanding beginning balance | 268,570 | 424,379 |
Number of Stock Awards, Granted | 330,000 | 150,000 |
Number of Stock Awards, Vested | (421,544) | (237,669) |
Number of Stock Awards, Forfeited | (19,029) | (68,140) |
Number of Stock Awards, Unvested shares outstanding ending balance | 157,997 | 268,570 |
Weighted Average Fair Value at Grant Date, Unvested shares outstanding beginning balance | $ 4.13 | $ 3.99 |
Weighted Average Fair Value at Grant Date, Granted | 1.65 | 4.26 |
Weighted Average Fair Value at Grant Date, Vested | 2.73 | 4.01 |
Weighted Average Fair Value at Grant Date, Forfeited | 3.43 | 3.89 |
Weighted Average Fair Value at Grant Date, Unvested shares outstanding | $ 2.77 | $ 4.13 |
Stockholders' Equity and Addi_8
Stockholders' Equity and Additional Paid-In Capital - Schedule of Fair Value of Options Granted By Using Black-Scholes Option Pricing Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | ||
Volatility | 118.62% | 114.68% |
Risk free interest rate | 2.46% | 2.57% |
Expected term in years | 5 years 9 months 11 days | 5 years 10 months 3 days |
Expected dividend yield | 0.00% | 0.00% |
Weighted average fair value per option | $ 1.45 | $ 3.21 |
Stockholders' Equity and Addi_9
Stockholders' Equity and Additional Paid-In Capital - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total stock-based compensation expense | $ 3,935 | $ 3,312 |
Research and Development [Member] | ||
Total stock-based compensation expense | 796 | 696 |
General and Administrative [Member] | ||
Total stock-based compensation expense | 3,080 | 2,556 |
Cost of Revenues [Member] | ||
Total stock-based compensation expense | $ 59 | $ 60 |
Stockholders' Equity and Add_10
Stockholders' Equity and Additional Paid-In Capital - Schedule of Warrant Activity (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Warrants, Balance Outstanding Beginning | 2,618,824 | 2,618,824 |
Number of Warrants, Issued | ||
Number of Warrants, Balance Outstanding Ending | 2,618,824 | 2,618,824 |
Weighted Average Exercise Price, Balance Outstanding Beginning | $ 3.57 | $ 3.57 |
Weighted Average Exercise Price, Issued | ||
Weighted Average Exercise Price, Balance Outstanding Ending | $ 2.87 | $ 3.57 |
Revenue and Deferred Revenue (D
Revenue and Deferred Revenue (Details Narrative) $ in Thousands | Dec. 17, 2018shares | Dec. 04, 2018USD ($)PerformanceObligationshares | Sep. 30, 2019shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Cost of revenues | $ 7,904 | $ 4,509 | |||
Stock issued for the agreement, shares | shares | 30,665,304 | 80,500,000 | |||
Remaining performance obligation, deemed to be initial transaction price | 3,791 | ||||
Total deferred revenue | 3,791 | $ 5,172 | |||
License Agreement [Member] | |||||
Unsatisfied amount of research and development services | 3,100 | ||||
Total deferred revenue | 3,800 | ||||
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 | ||||
Distribution Agreement [Member] | |||||
Payment of termination to previous third party on distribution rights | 6,000 | ||||
Product Revenue [Member] | |||||
Cost of revenues | 6,763 | ||||
Remaining performance obligation, deemed to be initial transaction price | 469 | ||||
R&D Service Revenue [Member] | |||||
Cost of revenues | 1,141 | ||||
Remaining performance obligation, deemed to be initial transaction price | $ 3,322 | ||||
R&D Services [Member] | License Agreement [Member] | Brii Bio [Member] | |||||
Remaining performance obligation, deemed to be initial transaction price | 4,800 | ||||
VBI-2601 [Member] | License Agreement [Member] | Brii Bio [Member] | |||||
Remaining performance obligation, deemed to be initial transaction price | $ 2,600 |
Revenue and Deferred Revenue -
Revenue and Deferred Revenue - Summary of Revenue Comprised (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 2,221 | $ 3,355 |
License Revenue [Member] | ||
Revenues | 2,637 | |
Product Revenue [Member] | ||
Revenues | 536 | 604 |
R&D Service Revenue [Member] | ||
Revenues | $ 1,685 | $ 114 |
Revenues and Deferred Revenue -
Revenues and Deferred Revenue - Summary of Revenue Expected to be Recognized in Future Related to Performance Obligations (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Revenue remaining performance obligations | $ 3,791 |
2020 [Member] | |
Revenue remaining performance obligations | 882 |
2021 and Thereafter [Member] | |
Revenue remaining performance obligations | 2,909 |
Product Revenue [Member] | |
Revenue remaining performance obligations | 469 |
Product Revenue [Member] | 2020 [Member] | |
Revenue remaining performance obligations | |
Product Revenue [Member] | 2021 and Thereafter [Member] | |
Revenue remaining performance obligations | 469 |
R&D Service Revenue [Member] | |
Revenue remaining performance obligations | 3,322 |
R&D Service Revenue [Member] | 2020 [Member] | |
Revenue remaining performance obligations | 882 |
R&D Service Revenue [Member] | 2021 and Thereafter [Member] | |
Revenue remaining performance obligations | $ 2,440 |
Revenues and Deferred Revenue_2
Revenues and Deferred Revenue - Summary of Changes in Deferred Revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Balance at December 31, 2018 | $ 5,172 |
Amounts received in 2019 | |
Recognition of deferred revenue | (1,649) |
Currency translation | 268 |
Balance at December 31, 2019 | 3,791 |
Short Term | 882 |
Long Term | $ 2,909 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statutory income tax rate | 26.50% | 26.50% |
Federal income tax rate | 15.00% | |
Provincial income tax rate | 11.50% | |
Net operating loss carryforwards | $ 218,936 | |
Operating loss carryovers acquisition | 29,000 | |
Research and development | $ 26,332 | $ 38,467 |
Minimum [Member] | ||
Ownership percentage | 50.00% | |
Israel [Member] | ||
Statutory income tax rate | 23.00% | |
Net operating loss carryforwards | $ 116,840 | 80,300 |
United States [Member] | ||
Net operating loss carryforwards | $ 49,835 | 39,000 |
Tax credit offset taxable income expiration | Expire beginning in 2026. | |
Canada [Member] | ||
Net operating loss carryforwards | $ 52,261 | 47,000 |
Tax credit offset taxable income expiration | Expire beginning in 2024. | |
Investment tax credit | $ 5,500 | 4,900 |
Research and development | $ 19,900 | $ 17,200 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income loss from continuing operation before income tax | $ (54,813) | $ (63,600) |
United States [Member] | ||
Income loss from continuing operation before income tax | (9,079) | (4,757) |
Canada [Member] | ||
Income loss from continuing operation before income tax | (15,537) | (8,177) |
Israel [Member] | ||
Income loss from continuing operation before income tax | $ (30,197) | $ (50,666) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (54,813) | $ (63,600) |
Canadian statutory tax rate | 26.50% | 26.50% |
Expected benefit of income tax | $ 14,525 | $ 16,854 |
Research and development tax credits | 300 | 256 |
Change in valuation allowance | (10,873) | (14,685) |
Difference between Canadian and foreign tax rates | (982) | (1,708) |
Impairment of Goodwill | (1,667) | |
Non - deductible portion of capital losses | (217) | |
Other | (44) | (125) |
Change in tax rates | 59 | |
Stock based compensation | (1,042) | (651) |
Income tax expense |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 54,337 | $ 41,556 |
Research and development tax credits | 12,605 | 13,350 |
Property and equipment | 431 | 435 |
Reserves and other | 1,859 | 1,457 |
Interest | 858 | |
Intangible assets | (16,249) | (15,546) |
Net deferred tax assets | 52,983 | 42,110 |
Less: valuation allowance | (52,983) | (42,110) |
Net deferred tax assets (liabilities) |
Income Taxes - Schedule of NOL'
Income Taxes - Schedule of NOL's Available to Reduce Taxable Income of Future Years (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Total losses | $ 218,936 | |
2024 [Member] | ||
Total losses | 464 | |
2025 [Member] | ||
Total losses | 1,445 | |
2026 [Member] | ||
Total losses | 3,654 | |
2027 [Member] | ||
Total losses | 4,669 | |
2028 [Member] | ||
Total losses | 2,353 | |
2029 [Member] | ||
Total losses | 3,734 | |
2030 [Member] | ||
Total losses | 3,547 | |
2031 [Member] | ||
Total losses | 4,843 | |
2032 [Member] | ||
Total losses | 2,962 | |
2033 [Member] | ||
Total losses | 4,558 | |
2034 [Member] | ||
Total losses | 10,990 | |
2035 [Member] | ||
Total losses | 6,274 | |
2036 [Member] | ||
Total losses | 13,880 | |
2037 [Member] | ||
Total losses | 15,634 | |
2038 [Member] | ||
Total losses | 2,389 | |
2039 [Member] | ||
Total losses | 6,599 | |
No Expiration [Member] | ||
Total losses | 130,941 | |
United States [Member] | ||
Total losses | 49,835 | $ 39,000 |
United States [Member] | 2024 [Member] | ||
Total losses | ||
United States [Member] | 2025 [Member] | ||
Total losses | ||
United States [Member] | 2026 [Member] | ||
Total losses | 10 | |
United States [Member] | 2027 [Member] | ||
Total losses | 446 | |
United States [Member] | 2028 [Member] | ||
Total losses | 718 | |
United States [Member] | 2029 [Member] | ||
Total losses | 672 | |
United States [Member] | 2030 [Member] | ||
Total losses | 2,556 | |
United States [Member] | 2031 [Member] | ||
Total losses | 3,617 | |
United States [Member] | 2032 [Member] | ||
Total losses | 2,962 | |
United States [Member] | 2033 [Member] | ||
Total losses | 3,126 | |
United States [Member] | 2034 [Member] | ||
Total losses | 5,626 | |
United States [Member] | 2035 [Member] | ||
Total losses | 4,661 | |
United States [Member] | 2036 [Member] | ||
Total losses | 5,323 | |
United States [Member] | 2037 [Member] | ||
Total losses | 6,017 | |
United States [Member] | 2038 [Member] | ||
Total losses | ||
United States [Member] | 2039 [Member] | ||
Total losses | ||
United States [Member] | No Expiration [Member] | ||
Total losses | 14,101 | |
Canada [Member] | ||
Total losses | 52,261 | 47,000 |
Canada [Member] | 2024 [Member] | ||
Total losses | 464 | |
Canada [Member] | 2025 [Member] | ||
Total losses | 1,445 | |
Canada [Member] | 2026 [Member] | ||
Total losses | 3,644 | |
Canada [Member] | 2027 [Member] | ||
Total losses | 4,223 | |
Canada [Member] | 2028 [Member] | ||
Total losses | 1,635 | |
Canada [Member] | 2029 [Member] | ||
Total losses | 3,062 | |
Canada [Member] | 2030 [Member] | ||
Total losses | 991 | |
Canada [Member] | 2031 [Member] | ||
Total losses | 1,226 | |
Canada [Member] | 2032 [Member] | ||
Total losses | ||
Canada [Member] | 2033 [Member] | ||
Total losses | 1,432 | |
Canada [Member] | 2034 [Member] | ||
Total losses | 5,364 | |
Canada [Member] | 2035 [Member] | ||
Total losses | 1,613 | |
Canada [Member] | 2036 [Member] | ||
Total losses | 8,557 | |
Canada [Member] | 2037 [Member] | ||
Total losses | 9,617 | |
Canada [Member] | 2038 [Member] | ||
Total losses | 2,389 | |
Canada [Member] | 2039 [Member] | ||
Total losses | 6,599 | |
Canada [Member] | No Expiration [Member] | ||
Total losses | ||
Israel [Member] | ||
Total losses | 116,840 | $ 80,300 |
Israel [Member] | 2024 [Member] | ||
Total losses | ||
Israel [Member] | 2025 [Member] | ||
Total losses | ||
Israel [Member] | 2026 [Member] | ||
Total losses | ||
Israel [Member] | 2027 [Member] | ||
Total losses | ||
Israel [Member] | 2028 [Member] | ||
Total losses | ||
Israel [Member] | 2029 [Member] | ||
Total losses | ||
Israel [Member] | 2030 [Member] | ||
Total losses | ||
Israel [Member] | 2031 [Member] | ||
Total losses | ||
Israel [Member] | 2032 [Member] | ||
Total losses | ||
Israel [Member] | 2033 [Member] | ||
Total losses | ||
Israel [Member] | 2034 [Member] | ||
Total losses | ||
Israel [Member] | 2035 [Member] | ||
Total losses | ||
Israel [Member] | 2036 [Member] | ||
Total losses | ||
Israel [Member] | 2037 [Member] | ||
Total losses | ||
Israel [Member] | 2038 [Member] | ||
Total losses | ||
Israel [Member] | 2039 [Member] | ||
Total losses | ||
Israel [Member] | No Expiration [Member] | ||
Total losses | $ 116,840 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) € in Thousands, $ in Thousands | Sep. 13, 2018USD ($)VaccinatedChildren | Apr. 30, 2019USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Dec. 31, 2018USD ($) |
Cumulative net sales | $ | $ 2,221 | $ 3,355 | |||||
Sci-B-Vac [Member] | |||||||
Number of children vaccinated | VaccinatedChildren | 428,000 | ||||||
Seeking damages | $ | $ 543,837 | ||||||
Minimum [Member] | |||||||
Royalty fees percentage | 0.75% | 0.75% | |||||
Sublicensing fees percentage | 5.00% | 5.00% | |||||
Maximum [Member] | |||||||
Royalty fees percentage | 1.75% | 1.75% | |||||
Sublicensing fees percentage | 25.00% | 25.00% | |||||
Euro Currency [Member] | Seller [Member] | VBI [Member] | |||||||
Due to related party | € 3,500 | ||||||
Cumulative net sales | 50,000 | ||||||
Euro Currency [Member] | Seller [Member] | VBI and Sublicenses [Member] | |||||||
Cumulative net sales | 100,000 | ||||||
Euro Currency [Member] | Minimum [Member] | |||||||
Transfer payment paid by company | 50 | ||||||
Euro Currency [Member] | Maximum [Member] | |||||||
Transfer payment paid by company | 1,000 | ||||||
Euro Currency [Member] | Scenario One [Member] | |||||||
Contingent payments | 25,000 | ||||||
Euro Currency [Member] | Scenario One [Member] | Minimum [Member] | |||||||
Contingent payments | 500 | ||||||
Euro Currency [Member] | Scenario One [Member] | Maximum [Member] | |||||||
Contingent payments | 1,000 | ||||||
Euro Currency [Member] | Scenario Two [Member] | Minimum [Member] | |||||||
Contingent payments | 750 | ||||||
Euro Currency [Member] | Scenario Two [Member] | Maximum [Member] | |||||||
Contingent payments | 1,500 | ||||||
Euro Currency [Member] | Scenario Two (A) [Member] | |||||||
Contingent payments | 50,000 | ||||||
Euro Currency [Member] | Scenario Two (A) [Member] | Minimum [Member] | |||||||
Contingent payments | 1,000 | ||||||
Euro Currency [Member] | Scenario Two (A) [Member] | Maximum [Member] | |||||||
Contingent payments | 2,000 | ||||||
Euro Currency [Member] | Scenario Three [Member] | |||||||
Contingent payments | 25,000 | ||||||
Euro Currency [Member] | Scenario Three [Member] | Minimum [Member] | |||||||
Contingent payments | 375 | ||||||
Euro Currency [Member] | Scenario Three [Member] | Maximum [Member] | |||||||
Contingent payments | 750 | ||||||
Euro Currency [Member] | Scenario Three (A) [Member] | |||||||
Contingent payments | 50,000 | ||||||
Euro Currency [Member] | Scenario Three (A) [Member] | Minimum [Member] | |||||||
Contingent payments | 375 | ||||||
Euro Currency [Member] | Scenario Three (A) [Member] | Maximum [Member] | |||||||
Contingent payments | 750 | ||||||
Euro Currency [Member] | Scenario Three (B) [Member] | |||||||
Contingent payments | 75,000 | ||||||
Euro Currency [Member] | Scenario Three (B) [Member] | Minimum [Member] | |||||||
Contingent payments | 500 | ||||||
Euro Currency [Member] | Scenario Three (B) [Member] | Maximum [Member] | |||||||
Contingent payments | 1,000 | ||||||
Euro Currency [Member] | Scenario Three (C) [Member] | |||||||
Contingent payments | 100,000 | ||||||
Euro Currency [Member] | Scenario Three (C) [Member] | Minimum [Member] | |||||||
Contingent payments | 500 | ||||||
Euro Currency [Member] | Scenario Three (C) [Member] | Maximum [Member] | |||||||
Contingent payments | € 1,000 | ||||||
NIS Currency [Member] | Sci-B-Vac [Member] | |||||||
Seeking damages | $ | $ 1,879,500 | ||||||
Sale and Purchase Agreement [Member] | |||||||
Transfer payment paid by company | $ | $ 110 | ||||||
Sale and Purchase Agreement [Member] | Euro Currency [Member] | |||||||
Transfer payment paid by company | € 102 | ||||||
Ferring License Agreement [Member] | |||||||
Royalty fees percentage | 7.00% | 7.00% | |||||
Royalty payments | $ | $ 38 | 42 | |||||
Non-royalty consideration percentage | 30.00% | 30.00% | |||||
SciGen Assignment Agreement [Member] | |||||||
Royalty fees percentage | 5.00% | 5.00% | |||||
Royalty payments | $ | $ 27 | $ 30 | |||||
License Agreement and SciGen Assignment Agreement [Member] | |||||||
License period | Under the Ferring License Agreement and the SciGen Assignment Agreement, we originally were to pay royalties on a country-by-countrybasis until the date 10 years after the date of commencement of the first royalty year in respect of such country. InApril 2019, we exercised our option to extend the Ferring License Agreement in respect of all the countries that stillmake up the territory for an additional 7 years by making a one-time payment to Ferring of $100. Royalties under the FerringLicense Agreement and SciGen Assignment Agreement will continue to be payable for the duration of the extended licenseperiods. | ||||||
License Agreement and SciGen Assignment Agreement [Member] | One-time Payment [Member] | |||||||
Royalty payments | $ | $ 100 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Sep. 05, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 |
Lease expires date | Dec. 31, 2022 | |||
Operating lease option to extend | The term of the lease was extended until December 31, 2022, with an option to extend the lease for one additional period of three years. | |||
Operating leases, rent expense | $ 992 | |||
Initial right of use ("ROU") assets | $ 1,459 | $ 1,653 | ||
New Lease Agreement [Member] | ||||
Initial right of use ("ROU") assets | $ 504 | |||
Office Facility Lease Agreement [Member] | United States [Member] | ||||
Lease expires date | Apr. 30, 2020 | |||
Manufacturing Facility Lease Agreement [Member] | United States [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, had an initial term ending on December 31, 2019 with the option to extend the term for two periods of three years. |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost and Other Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease costs | $ 1,128 |
Weighted average remaining lease term | 2 years 4 months 24 days |
Weighted average discount rate | 12.00% |
Leases - Summary of Future Undi
Leases - Summary of Future Undiscounted Cash Payments Reconciled to Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
2020 | $ 774 | |
2021 | 699 | |
2022 | 165 | |
Total | 1,638 | |
Effect of discounting | (179) | |
Total lease liability | 1,459 | |
Less: current portion | (642) | |
Long term lease liability | $ 817 |
Segment Information (Details Na
Segment Information (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | |
Number of operating segment | Segment | 1 | |
Revenue | $ 2,221 | $ 3,355 |
Customer 1 [Member] | ||
Concentration risk percentage | 74.00% | 79.00% |
Customer 2 [Member] | ||
Concentration risk percentage | 13.00% | |
Canada [Member] | ||
Revenue |
Segment Information - Schedule
Segment Information - Schedule of Revenues from External Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 2,221 | $ 3,355 |
Israel [Member] | ||
Revenue | 455 | 435 |
China/Hong Kong [Member] | ||
Revenue | 1,635 | 2,667 |
Europe [Member] | ||
Revenue | $ 131 | $ 253 |
Segment Information - Schedul_2
Segment Information - Schedule of Property and Equipment Attributed to Geographic Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, net | $ 10,195 | $ 8,525 |
Israel [Member] | ||
Property and equipment, net | 11,062 | 8,396 |
United States [Member] | ||
Property and equipment, net | 112 | 52 |
Canada [Member] | ||
Property and equipment, net | $ 480 | $ 77 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 2,221 | $ 3,355 |
OPKO Bio [Member] | ||
Revenue | ||
Officer [Member] | Car Loan Lease [Member] | ||
Compensation arrangement | $ 53 | |
Repayable term | 3 years |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - 2016 Plan [Member] - shares | Jan. 22, 2020 | Feb. 20, 2019 | Mar. 07, 2018 |
Stock option granted | 140,000 | 135,000 | |
Subsequent Event [Member] | Stock Options [Member] | |||
Stock option granted | 4,060,000 | ||
Stock option vest period | 36 months | ||
Stock option expiration date | Jan. 22, 2030 |