Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-37769 | |
Entity Registrant Name | VBI Vaccines Inc/BC | |
Entity Central Index Key | 0000764195 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Address, Address Line One | 160 Second Street | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02142 | |
City Area Code | 617 | |
Local Phone Number | 830-3031 | |
Title of 12(b) Security | Common Share, no par value per share | |
Trading Symbol | VBIV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 257,304,768 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 137,470 | $ 93,825 |
Short-term investments | 25,276 | |
Accounts receivable, net | 36 | 77 |
Inventory, net | 2,265 | 2,152 |
Prepaid expenses | 3,051 | 1,569 |
Other current assets | 4,981 | 9,142 |
Total current assets | 147,803 | 132,041 |
NON-CURRENT ASSETS | ||
Other long-term assets | 1,094 | 639 |
Property and equipment, net | 10,381 | 10,721 |
Right of use assets | 537 | 1,554 |
Intangible assets, net | 62,150 | 62,156 |
Goodwill | 2,263 | 2,261 |
Total non-current assets | 76,425 | 77,331 |
TOTAL ASSETS | 224,228 | 209,372 |
CURRENT LIABILITIES | ||
Accounts payable | 3,745 | 3,734 |
Other current liabilities | 28,472 | 12,415 |
Current portion of deferred revenues | 324 | 255 |
Current portion of lease liability | 408 | 944 |
Total current liabilities | 32,949 | 17,348 |
NON-CURRENT LIABILITIES | ||
Lease liability, net of current portion | 107 | 619 |
Long-term debt, net of debt discount | 27,939 | 16,329 |
Liabilities for severance pay | 549 | 522 |
Deferred revenues, net of current portion | 2,540 | 2,849 |
Total non-current liabilities | 31,135 | 20,319 |
COMMITMENTS AND CONTINGENCIES (NOTE 14) | ||
STOCKHOLDERS’ EQUITY | ||
Common shares (unlimited authorized; no par value) (September 30, 2021 - issued and outstanding 257,304,768; December 31, 2020 - issued and outstanding 247,039,010) | 439,286 | 403,528 |
Additional paid-in capital | 79,075 | 75,530 |
Accumulated other comprehensive income | 1,371 | 1,265 |
Accumulated deficit | (359,588) | (308,618) |
Total stockholders’ equity | 160,144 | 171,705 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 224,228 | $ 209,372 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares $ / shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | ||
Common Stock, shares authorized | Unlimited | Unlimited |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares issued | 257,304,768 | 247,039,010 |
Common stock, shares outstanding | 257,304,768 | 247,039,010 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 107 | $ 298 | $ 550 | $ 897 |
Operating expenses: | ||||
Cost of revenues | 2,466 | 2,111 | 7,511 | 6,747 |
Research and development | 2,972 | 4,478 | 14,392 | 10,035 |
General and administrative | 9,693 | 5,562 | 25,807 | 13,520 |
Total operating expenses | 15,131 | 12,151 | 47,710 | 30,302 |
Loss from operations | (15,024) | (11,853) | (47,160) | (29,405) |
Interest expense, net of interest income (including related party - see Note 9) | (1,026) | (742) | (3,683) | (2,006) |
Foreign exchange gain (loss) | 203 | (402) | (127) | 543 |
Loss before income taxes | (15,847) | (12,997) | (50,970) | (30,868) |
Income tax expense | ||||
NET LOSS | (15,847) | (12,997) | (50,970) | (30,868) |
Other comprehensive income (loss) | (1,607) | 1,696 | 106 | (1,988) |
COMPREHENSIVE LOSS | $ (17,454) | $ (11,301) | $ (50,864) | $ (32,856) |
Net loss per share of common shares, basic and diluted | $ (0.06) | $ (0.06) | $ (0.20) | $ (0.15) |
Weighted-average number of common shares outstanding, basic and diluted | 256,360,356 | 234,709,403 | 254,055,707 | 210,044,126 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 284,965 | $ 66,430 | $ (752) | $ (262,388) | $ 88,255 |
Beginning balance, shares at Dec. 31, 2019 | 178,257,199 | ||||
Stock-based compensation | $ 131 | 1,056 | 1,187 | ||
Stock-based compensation, shares | 118,471 | ||||
Net loss | (8,358) | (8,358) | |||
Currency translation adjustments | (6,653) | (6,653) | |||
Ending balance, value at Mar. 31, 2020 | $ 285,096 | 67,486 | (7,405) | (270,746) | 74,431 |
Ending balance, shares at Mar. 31, 2020 | 178,375,670 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 284,965 | 66,430 | (752) | (262,388) | 88,255 |
Beginning balance, shares at Dec. 31, 2019 | 178,257,199 | ||||
Common shares issued upon of conversion of long-term debt | |||||
Net loss | (30,868) | ||||
Ending balance, value at Sep. 30, 2020 | $ 387,718 | 74,084 | (2,740) | (293,256) | 165,806 |
Ending balance, shares at Sep. 30, 2020 | 242,039,480 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 285,096 | 67,486 | (7,405) | (270,746) | 74,431 |
Beginning balance, shares at Mar. 31, 2020 | 178,375,670 | ||||
Common shares issued in financing transaction, net of issuance costs | $ 53,894 | 53,894 | |||
Common shares issued in financing transaction, net of issuance costs, shares | 52,272,726 | ||||
Warrants issued in connection with financing transactions | $ (453) | 1,634 | 1,181 | ||
Conversion feature issued in debt financing transaction | 2,577 | 2,577 | |||
Stock-based compensation | $ 91 | 983 | 1,074 | ||
Stock-based compensation, shares | |||||
Net loss | (9,513) | (9,513) | |||
Currency translation adjustments | 2,969 | 2,969 | |||
Ending balance, value at Jun. 30, 2020 | $ 338,628 | 72,680 | (4,436) | (280,259) | 126,613 |
Ending balance, shares at Jun. 30, 2020 | 230,648,396 | ||||
Common shares issued in financing transaction, net of issuance costs | $ 47,163 | 47,163 | |||
Common shares issued in financing transaction, net of issuance costs, shares | 10,840,334 | ||||
Common shares issued upon exercise of warrants | $ 1,837 | 1,837 | |||
Common shares issued upon exercise of warrants, shares | 550,000 | ||||
Common shares issued up on exercise of options | $ 1 | 1 | |||
Common shares issued up on exercise of options, shares | 750 | ||||
Stock-based compensation | $ 89 | 1,404 | 1,493 | ||
Stock-based compensation, shares | |||||
Net loss | (12,997) | (12,997) | |||
Unrealized holding gains on short-term investments | 125 | 125 | |||
Currency translation adjustments | 1,571 | 1,571 | |||
Ending balance, value at Sep. 30, 2020 | $ 387,718 | 74,084 | (2,740) | (293,256) | 165,806 |
Ending balance, shares at Sep. 30, 2020 | 242,039,480 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 403,528 | 75,530 | 1,265 | (308,618) | 171,705 |
Beginning balance, shares at Dec. 31, 2020 | 247,039,010 | ||||
Common shares issued in financing transaction, net of issuance costs | $ 21,417 | 21,417 | |||
Common shares issued in financing transaction, net of issuance costs, shares | 5,752,068 | ||||
Common shares issued upon exercise of warrants | $ 52 | 52 | |||
Common shares issued upon exercise of warrants, shares | 34,494 | ||||
Common shares issued upon of conversion of long-term debt | $ 2,000 | 2,000 | |||
Common shares issued upon of conversion of long-term debt, shares | 1,369,863 | ||||
Stock-based compensation | $ 51 | 2,088 | 2,139 | ||
Stock-based compensation, shares | |||||
Net loss | (17,647) | (17,647) | |||
Unrealized holding gains on short-term investments | (54) | (54) | |||
Currency translation adjustments | 397 | 397 | |||
Ending balance, value at Mar. 31, 2021 | $ 427,048 | 77,618 | 1,608 | (326,265) | 180,009 |
Ending balance, shares at Mar. 31, 2021 | 254,195,435 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 403,528 | 75,530 | 1,265 | (308,618) | 171,705 |
Beginning balance, shares at Dec. 31, 2020 | 247,039,010 | ||||
Common shares issued upon of conversion of long-term debt | 2,000 | ||||
Net loss | (50,970) | ||||
Ending balance, value at Sep. 30, 2021 | $ 439,286 | 79,075 | 1,371 | (359,588) | 160,144 |
Ending balance, shares at Sep. 30, 2021 | 257,304,768 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 427,048 | 77,618 | 1,608 | (326,265) | 180,009 |
Beginning balance, shares at Mar. 31, 2021 | 254,195,435 | ||||
Common shares issued in financing transaction, net of issuance costs | $ 861 | 861 | |||
Common shares issued in financing transaction, net of issuance costs, shares | 284,100 | ||||
Common shares issued upon exercise of warrants | $ 29 | 29 | |||
Common shares issued upon exercise of warrants, shares | 19,346 | ||||
Common shares issued upon cashless exercise of warrants | $ 4,298 | (4,298) | |||
Common shares issued upon cashless exercise of warrants, shares | 646,257 | ||||
Warrant modification in connection with debt amendment | 867 | 867 | |||
Stock-based compensation | $ 32 | 2,391 | 2,423 | ||
Stock-based compensation, shares | |||||
Net loss | (17,476) | (17,476) | |||
Unrealized holding gains on short-term investments | 54 | 54 | |||
Currency translation adjustments | 1,316 | 1,316 | |||
Ending balance, value at Jun. 30, 2021 | $ 432,268 | 76,578 | 2,978 | (343,741) | 168,083 |
Ending balance, shares at Jun. 30, 2021 | 255,145,138 | ||||
Common shares issued in financing transaction, net of issuance costs | $ 6,982 | 6,982 | |||
Common shares issued in financing transaction, net of issuance costs, shares | 2,156,597 | ||||
Common shares issued upon exercise of warrants | $ 4 | 4 | |||
Common shares issued upon exercise of warrants, shares | 3,033 | ||||
Stock-based compensation | $ 32 | 2,497 | 2,529 | ||
Stock-based compensation, shares | |||||
Net loss | (15,847) | (15,847) | |||
Currency translation adjustments | (1,607) | (1,607) | |||
Ending balance, value at Sep. 30, 2021 | $ 439,286 | $ 79,075 | $ 1,371 | $ (359,588) | $ 160,144 |
Ending balance, shares at Sep. 30, 2021 | 257,304,768 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (50,970) | $ (30,868) |
Adjustments to reconcile net loss to cash and cash equivalents used in operating activities: | ||
Depreciation and amortization | 1,366 | 1,218 |
Stock-based compensation | 7,091 | 3,754 |
Amortization of debt discount | 2,499 | 1,102 |
Inventory reserve | 1,056 | 1,046 |
Interest accrued on short-term investments | (95) | |
Net change in operating working capital items: | ||
Change in accounts receivable | 40 | 173 |
Change in inventory | (1,178) | (1,504) |
Change in prepaid expenses | (1,477) | (1,267) |
Change in other current assets | 4,182 | (1,676) |
Change in other long-term assets | (448) | (3) |
Change in operating right of use assets | 768 | 724 |
Change in accounts payable | 10 | 2,167 |
Change in deferred revenues | (244) | (646) |
Change in other current liabilities | 16,710 | (3,962) |
Payments made on operating lease liabilities | (797) | (718) |
Net cash flows used in operating activities | (21,392) | (30,555) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Redemption of short-term investments | 25,151 | |
Purchase of short-term investments | (25,000) | |
Purchase of property and equipment | (1,385) | (468) |
Net cash flows provided by/ (used in) investing activities | 23,766 | (25,468) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common shares for cash | 30,275 | 106,269 |
Share issuance costs | (937) | (4,919) |
Proceeds from debt financing | 12,000 | 20,000 |
Debt issuance costs | (22) | (1,021) |
Proceeds from issuance of common shares for cash, upon exercise of warrants | 85 | 1,837 |
Proceeds from issuance of common shares for cash, upon exercise of stock options | 1 | |
Repayment of long-term debt | (15,300) | |
Net cash flows provided by financing activities | 41,401 | 106,867 |
Effect of exchange rates on cash and cash equivalents | (130) | 101 |
CHANGE IN CASH AND CASH EQUIVALENTS, FOR THE PERIOD | 43,645 | 50,945 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 93,825 | 44,213 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 137,470 | 95,158 |
Supplementary information: | ||
Interest paid | 1,428 | 1,187 |
Non-cash investing and financing activities: | ||
Warrant modification in connection with debt amendment | (867) | |
Warrant issued in connection with financing activities | 1,634 | |
Common shares issued in connection with cashless warrant exercise | 4,298 | |
K2 conversion feature in connection with financing activities | 2,577 | |
Common shares issued upon conversion of debt | 2,000 | |
Capital expenditures included in accounts payable and other current liabilities | (73) | (86) |
Share issuance costs included in other current liabilities | (78) | (293) |
Unrealized holding gains on short term investment | $ (125) |
NATURE OF BUSINESS AND CONTINUA
NATURE OF BUSINESS AND CONTINUATION OF BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND CONTINUATION OF BUSINESS | 1. NATURE OF BUSINESS AND CONTINUATION OF BUSINESS Corporate Overview VBI Vaccines Inc. (the “Company” or “VBI”) was incorporated under the laws of British Columbia, Canada on April 9, 1965. The Company and its wholly-owned subsidiaries, VBI Vaccines (Delaware) Inc., a Delaware corporation (“VBI DE”); VBI DE’s wholly-owned subsidiary, Variation Biotechnologies (US), Inc., a Delaware corporation (“VBI US”); Variation Biotechnologies, Inc. a Canadian company and the wholly-owned subsidiary of VBI US (“VBI Cda”); SciVac Ltd. an Israeli company (“SciVac”); SciVac Hong Kong Limited (“SciVac HK”), a Hong Kong corporation; and VBI Vaccines B.V., a Netherlands company (“VBI BV”), 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 160 Second Street, Cambridge, MA 02142. In addition, the Company has research and manufacturing facilities located in Rehovot, Israel and research facilities located in Ottawa, Ontario, Canada. Principal Operations VBI is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles (“VLPs”), including a proprietary enveloped VLP (“eVLP”) platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, COVID-19 and coronaviruses, and cytomegalovirus (“CMV”), as well as aggressive cancers including glioblastoma (“GBM”). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. The ongoing COVID-19 pandemic has materially negatively affected and continues to affect the global economy, and there is continued severe uncertainty about the duration and intensity of the impacts of the pandemic. As a result, the Company’s business and results of operations have also been adversely affected and could continue to be adversely affected by COVID-19 which has necessitated restricting the number of personnel in the Company’s research laboratories and manufacturing facility until recently, and has slowed recruitment to clinical trials. The pandemic has also caused interruptions to global supply chains which have significantly limited the availability of raw materials, laboratory supplies, and manufacturing equipment. The extent to which the COVID-19 pandemic will continue to impact our business will depend on future developments, which are highly uncertain and cannot be predicted. We do not yet know the full extent of potential delays or impacts on our business, our clinical studies, our research programs, the recoverability of our assets, and our manufacturing; however, the COVID-19 pandemic may continue to disrupt or delay our business operations, including with respect to efforts relating to potential business development transactions, and it could disrupt the marketplace which could have an adverse effect on our operations. Liquidity and Going Concern The Company 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 had an accumulated deficit of $ 359,588 as of September 30, 2021 and cash outflows from operating activities of $ 21,392 for the nine months ended September 30, 2021. 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 near term future operations with existing cash and cash equivalent reserves. Additional financing may be obtained from the issuance of equity securities, the issuance of additional debt, 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 March 9, 2021, the Company and the Coalition for Epidemic Preparedness Innovations (“CEPI”) announced a partnership (“CEPI Funding Agreement”) to develop eVLP vaccine candidates against SARS-COV-2 variants, including the Beta variant, also known as the B.1.351 variant and 501Y.V2, first identified in South Africa. CEPI agreed to provide up to $33,018 to support the advancement of VBI-2905, a monovalent eVLP candidate expressing the pre-fusion form of the spike protein from the Beta variant, through Phase I clinical development. This funding will also support preclinical expansion of additional multivalent vaccine candidates designed to evaluate the potential breadth of our eVLP technology. The preclinical expansion is intended to develop clinic-ready vaccine candidates capable of addressing emerging variants. See more information on the CEPI Funding Agreement in Note 12. On May 17, 2021, the Company entered into the First Amendment to the Loan and Guaranty Agreement and Affirmation of Pledge and Security Agreement (the “First Amendment”) with K2 HealthVentures LLC and any other lender from time-to-time party thereto (the “Lenders”). See Note 9 for more details. In June 2021, the Company issued 646,257 2,068,824 On July 31, 2020, the Company entered into an Open Market Sale Agreement SM 125,000 8,192,765 30,275 3.70 1,015 29,260 30,040 On September 3, 2021, the Company entered into a second Open Market Sale Agreement SM 125,000,000 of the Company’s common shares from time to time in an at-the-market public offering, which the Company could choose to use when no shares remain available for issuance under the ATM Program. Financial instruments recognized in the condensed consolidated balance sheet consist of cash and cash equivalents, short-term investments, 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 other long-term assets approximate their respective fair values. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The Company’s fiscal year ends on December 31 of each calendar year. The accompanying unaudited condensed consolidated financial statements have been prepared in U.S. dollars (“USD”) and pursuant to the rules and regulations of the SEC, for interim reporting. Accordingly, certain information and footnote disclosures normally included in the financial statements prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”), have been condensed or omitted pursuant to such rules and regulations. The December 31, 2020 consolidated balance sheet in this document was derived from the audited consolidated financial statements. The condensed consolidated financial statements and notes included in this quarterly report on Form 10-Q (this “Form 10-Q”) does not include all of the disclosures required by U.S. GAAP and should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 10-K”), as filed with the SEC on March 2, 2021. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: VBI DE, VBI US, VBI Cda, SciVac, SciVac HK, and VBI BV. Intercompany balances and transactions between the Company and its subsidiaries are eliminated in the condensed consolidated financial statements. Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation. In the opinion of management, these condensed consolidated financial statements include all adjustments and accruals of a normal and recurring nature necessary to fairly state the results of the periods presented. The results for the periods presented are not necessarily indicative of results to be expected for the full year or for any future periods. Significant Accounting Policies The significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in the 2020 10-K, and there have been no changes to the Company’s significant accounting policies during the nine months ended September 30, 2021, other than the polices discussed below. CEPI Funding Agreement Cash received in advance from the CEPI Funding Agreement is included in cash and cash equivalents on the condensed consolidated balance sheet, however, it is restricted as to its use until the relevant expenses are incurred. The cash received is recognized as deferred funding, included in other current liabilities on the condensed consolidated balance sheet, and recognized as a reduction in the related expense when incurred. As of September 30, 2021, the amount of cash received in advance from CEPI, not yet recognized as a reduction in expenses in the condensed consolidated statement of operations but included in cash and cash equivalents on the condensed consolidated balance sheets, is $ 13,469 . See more information on the CEPI Funding Agreement in Note 12. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | 3. NEW ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements None Recently Issued Accounting Standards, not yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which will simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts on an entity’s own equity. Specifically, the new standard will remove the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features. It will also remove certain settlement conditions that are currently required for equity contracts to qualify for the derivative scope exception and will simplify the diluted earnings per share calculation for convertible instruments. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. Early adoption is permitted but no earlier than fiscal periods beginning after December 15, 2020, including interim periods within those fiscal years. This ASU can be applied either through a modified retrospective method of transition or a fully retrospective method of transition. The Company will adopt ASU 2020-06 on January 1, 2022, and is currently evaluating the impact this new guidance will have on its condensed consolidated financial statements and related disclosures. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”), which will clarify and reduce diversity in practice. Specifically, the new standard includes a recognition model comprising four categories of transactions and corresponding accounting treatment for each category. The category that would apply to a modification or an exchange of an equity-classified warrant would depend on the substance of the modification transaction (e.g., a financing transaction to raise equity versus one to raise debt). This recognition model is premised on the idea that the accounting for the transaction should not differ from what it would have been had the issuer of the warrants paid cash instead of modifying the warrants. ASU 2021-04 will be effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. Early adoption is permitted. This ASU will be applied prospectively to modifications or exchanges occurring on or after the effective date of the ASU. The Company will adopt ASU 2021-04 on January 1, 2022, and is currently evaluating the impact this new guidance will have on its condensed consolidated financial statements and related disclosures. |
INVENTORY, NET
INVENTORY, NET | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY, NET | 4. INVENTORY, NET Inventory consists of the following: SCHEDULE OF INVENTORY September 30, 2021 December 31, Work-in-process $ 515 $ 390 Raw materials 1,750 1,762 Inventory, net $ 2,265 $ 2,152 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | 5. OTHER CURRENT ASSETS Other current assets consisted of the following: SCHEDULE OF OTHER CURRENT ASSETS September 30, 2021 December 31, Government receivables $ 2,854 $ 7,830 Other current assets 2,127 1,312 Total other current assets $ 4,981 $ 9,142 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 6. INTANGIBLE ASSETS AND GOODWILL The Company’s intangible assets determined to have indefinite useful lives including In-Process Research and Development (“IPR&D”) and goodwill, are tested for impairment annually, or more frequently if events or circumstances indicate that the assets might be impaired. Such circumstances could include but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. The Company has established August 31st as the date for its annual impairment test of IPR&D and goodwill. The costs of rights to IPR&D projects acquired in an asset acquisition are expensed in the consolidated statements of operations unless the project has an alternative future use. These costs include initial payments incurred prior to regulatory approval in connection with research and development agreements that provide rights to develop, manufacture, market and/or sell pharmaceutical products. The IPR&D assets, which consist of the CMV and GBM programs, 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 will be 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, 2021. 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 11% and the cumulative probability of technical and regulatory success to achieve approval to market the products ranged from approximately 10% to 17%. SCHEDULE OF INDEFINITE LIVED INTANGIBLE ASSETS INCLUDING CUMULATIVE IMPAIRMENT AND CURRENCY TRANSLATION September 30, 2021 Gross Carrying Accumulated Cumulative Cumulative Net Book Patents $ 669 $ (641 ) $ - $ 43 $ 71 IPR&D assets 61,500 - (300 ) 879 62,079 $ 62,169 $ (641 ) $ (300 ) $ 922 $ 62,150 December 31, 2020 Gross Accumulated Cumulative Cumulative Net Book Patents $ 669 $ (590 ) $ - $ 44 $ 123 IPR&D assets 61,500 - (300 ) 833 62,033 $ 62,169 $ (590 ) $ (300 ) $ 877 $ 62,156 The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives. The change in carrying value for IPR&D assets from December 31, 2020 relates to currency translation adjustments which increased by $ 46 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. There was no goodwill impairment determined as a result of the Company’s annual testing on August 31, 2021. The fair value of the Company, which consists of a single reporting unit, included in the impairment test was determined using the closing market stock price of VBI as of August 31, 2021. SCHEDULE OF GOODWILL September 30, 2021 Gross Carrying Amount Cumulative Impairment Cumulative Translation Net Book Goodwill $ 8,714 $ (6,292 ) $ (159 ) $ 2,263 December 31, 2020 Gross Cumulative Impairment Cumulative Translation Net Book Goodwill $ 8,714 $ (6,292 ) $ (161 ) $ 2,261 The change in carrying value for goodwill from December 31, 2020 relates to currency translation adjustments which increased by $ 2 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | 7. OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES September 30, December 31, Accrued research and development expenses (including clinical trial accrued expenses) $ 7,254 $ 5,842 Accrued professional fees 4,143 1,547 Payroll and employee-related costs 2,086 3,844 Deferred government grants 1,076 825 Deferred funding 13,469 - Other current liabilities 444 357 Total other current liabilities $ 28,472 $ 12,415 |
LOSS PER SHARE OF COMMON SHARES
LOSS PER SHARE OF COMMON SHARES | 9 Months Ended |
Sep. 30, 2021 | |
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 common shares outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as warrants, and stock options, which would result in the issuance of incremental shares of common shares unless such effect is anti-dilutive. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as their effect would be anti-dilutive. These potentially dilutive securities are more fully described in Note 10, Stockholders’ Equity and Additional Paid-in Capital. The following potentially dilutive securities outstanding at September 30, 2021 and 2020 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: SCHEDULE OF ANTIDILUTIVE WEIGHTED AVERAGE SHARES OUTSTANDING September 30, September 30, Warrants 1,384,469 3,398,824 Stock options and restricted stock units 18,409,572 12,580,297 K2 conversion feature 1,369,863 2,739,726 21,163,904 18,718,847 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 9. LONG-TERM DEBT As of September 30, 2021, and December 31, 2020, the long-term debt is as follows: SCHEDULE OF LONG-TERM DEBT September 30, December 31, Long-term debt, net of debt discount of $ 4,285 5,061 $ 27,939 $ 16,329 Less: current portion, net of debt discount of $ 0 0 - - Long-term debt $ 27,939 $ 16,329 On May 22, 2020, the Company (along with its subsidiary VBI Cda) entered into the Loan and Guaranty Agreement (the “Loan Agreement”) with K2 HealthVentures LLC and any other lender from time to time party thereto (the “Lenders”) pursuant to which we received the first tranche secured term loan of $ 20,000 The Lenders originally agreed to make available the following additional tranches subject to the following conditions and upon the submission of a loan request by the Company: (1) up to $ 10,000 10,000 10,000 4,000 1.46 June 1, 2024 2,000 1,369,863 1.46 The Lenders have the ability to convert an additional $ 2,000 On May 17, 2021, the Company entered into the First Amendment with the Lenders to: (1) increase the Second Tranche Term Loan from $ 10,000 12,000 7.75 4.50 July 1, 2022 January 1, 2023 In connection with the Loan Agreement, on May 22, 2020, the Company issued the Lenders a warrant to purchase up to 625,000 1.12 312,500 937,500 1.12 The number of common shares issuable pursuant to the Restated K2 Warrant, at any given time, is determined by dividing the Warrant Coverage Amount by the Warrant Price, where the Warrant Coverage Amount is equal to the sum of $ 1,050 May 22, 2030 The total proceeds attributed to the Original K2 Warrant was $ 1,181 based on the relative fair value of the Original K2 Warrant as compared to the sum of the fair values of the Original K2 Warrant, K2 conversion feature and debt. The effective conversion price of the K2 conversion feature of $ 1.52 was determined to be less than the fair value of the underlying common stock at the date of commitment, resulting in a beneficial conversion feature (“BCF”) at that date. The intrinsic value of the BCF was $ 2,577 and recorded to additional paid-in capital. The Original K2 warrant and the K2 conversion feature resulted in the debt being issued at a discount. The Company also incurred $ 1,021 of debt issuance costs and is required to make a final payment equal to 6.95% of the aggregate original secured term loan principal on the maturity date of the term loan, or upon earlier prepayment of the term loans in accordance with the Loan Agreement, resulting in an additional discount of $ 1,390 related to the First Tranche Term Loan. The total initial debt discount was $ 6,169 . The Second Tranche Term Loan, issued pursuant to the Loan Agreement as amended by the First Amendment, resulted in the Company incurring an additional $ 22 150 834 6.95 The Company accounted for the First Amendment as a debt modification and as a result the debt discount was increased by $ 1,723 867 834 22 Upon receipt of additional funds under the Loan Agreement as amended by the First Amendment, additional common shares will be issuable pursuant to the Restated K2 Warrant as determined by the principal amount of the Third Tranche and Fourth Tranche actually funded multiplied by 3.5% and divided by the Warrant Price, and the final payment will increase by 6.95% of the funds advanced. The total principal amount of the loan under the Loan Agreement, as amended by the First Amendment, outstanding at September 30, 2021, including the $ 2,224 final payment discussed above, is $ 32,224 . The principal amount of the loan made under the Loan Agreement prior to the First Amendment accrues interest at an annual rate equal to the greater of (a) 8.25 % or (b) prime rate plus 5.00 %. The principal amount of the Second Tranche Term Loan made under the Loan Agreement, as amended by the First Amendment, accrues interest at an annual rate equal to the greater of (a) 7.75 % or (b) prime rate plus 4.50 %. The interest rate as of September 30, 2021 was 8.25 % for the First Tranche Term Loan and 7.75 % for the Second Tranche Term Loan. The Company is required to pay only interest until January 1, 2023 . The effective interest rate on the loan of $ 30,000 , excluding the final payment, is 15.56 %. Upon the occurrence of an Event of Default, and during the continuance of an Event of Default, the applicable rate of interest, described above, will be increased by 5.00 June 1, 2024 The obligations under the Loan Agreement, as amended by the First Amendment, are secured on a senior basis by a lien on substantially all of the assets of the Company and its subsidiaries other than intellectual property. The subsidiaries of the Company, other than VBI Cda and SciVac HK, and VBI BV, are guarantors of the obligations of the Company and VBI Cda under the Loan Agreement. The Loan Agreement also contains customary events of default. The total debt discount related to the Loan Agreement, as amended by the First Amendment, with K2 HealthVentures LLC is $ 7,892 4,285 5,061 During the three and nine months ended September 30, 2021, as a result of the conversion of term loan to common shares, $ 0 1,161 At September 30, 2021 and December 31, 2020, the fair value of our outstanding debt, which is considered level 3 in the fair value hierarchy, is estimated to be $ 30,245 20,117 Interest expense, net of interest income recorded in the three and nine months ended September 30, 2021 and 2020 was as follows: SCHEDULE OF INTEREST EXPENSE 2021 2020 2021 2020 Three months ended Nine months ended 2021 2020 2021 2020 Interest expense $ 618 $ 422 $ 1,488 $ 1,330 Amortization of debt discount 487 468 2,499 1,102 Interest income (79 ) (148 ) (304 ) (426 ) Total interest expense, net of interest income $ 1,026 $ 742 $ 3,683 $ 2,006 Interest expense and amortization of debt discount for the three and nine months ended September 30, 2021 does not include any amounts incurred to a related party. Interest expense and amortization of debt discount for the three months ended September 30, 2020 does not include any amounts incurred to a related party. Interest expense and amortization of debt discount for the nine months ended September 30, 2020 includes $ 723 461 The following table summarizes the future principal payments due under long-term debt: SCHEDULE OF FUTURE PRINCIPAL OF LONG-TERM DEBT Principal Remaining 2021 $ - 2022 - 2023 19,573 2024 12,651 Total $ 32,224 |
STOCKHOLDERS_ EQUITY AND ADDITI
STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL | 10. STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL Stock option plans The Company’s stock option plans are approved by and administered by the 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 September 30, 2021, there were 989,813 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 September 30, 2021, there were 521,242 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 16,839,053 59,464 The aggregate number of common shares remaining available for issuance for awards under the 2016 Plan totaled 5,922,671 Activity related to stock options is as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Weighted Balance outstanding at December 31, 2020 12,507,541 $ 2.38 Granted 5,990,000 $ 3.15 Forfeited (147,433 ) $ 3.04 Balance outstanding at September 30, 2021 18,350,108 $ 2.63 Exercisable at September 30, 2021 9,090,514 $ 2.54 Information relating to RSUs is as follow: SCHEDULE OF RESTRICTED STOCK UNITS Number of Weighted Unvested shares outstanding at December 31, 2020 129,356 $ 1.62 Vested (62,806 ) $ 1.74 Forfeited (7,086 ) 1.51 Unvested shares outstanding at September 30, 2021 59,464 $ 1.50 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: SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS 2021 2020 Volatility 96.99 % 91.47 % Risk free interest rate 0.57 % 1.20 % Expected term in years 5.84 5.81 Expected dividend yield 0.00 % 0.00 % Weighted average fair value per option $ 2.41 $ 1.41 The fair value of the options is recognized as an expense on a straight-line basis over the vesting period and forfeitures are accounted for when they occur. The total stock-based compensation expense recorded in the three and nine months ended September 30, 2021 and 2020 was as follows: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Three months ended September 30 Nine months ended September 30 2021 2020 2021 2020 Research and development $ 476 $ 309 $ 1,368 $ 770 General and administrative 2,029 1,170 5,656 2,947 Cost of revenues 24 14 67 37 Total stock-based compensation expense $ 2,529 $ 1,493 $ 7,091 $ 3,754 Warrants On May 17, 2021, in connection with the First Amendment, as described in Note 9, the Company issued the Lenders the Restated K2 Warrant to purchase an additional 312,500 937,500 1.12 The value attributed to the Restated K2 Warrant was based on the Black-Scholes option pricing model by applying the following assumptions: SCHEDULE OF FAIR VALUE OF WARANTS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS Restated K2 Warrant Volatility 95.00 % Risk free interest rate 1.53 % Expected term in years 9 Expected dividend yield 0.00 % Fair value per warrant $ 2.77 Activity related to the warrants is as follows: SCHEDULE OF WARRANT ACTIVITY Number of Weighted Balance outstanding at December 31, 2020 3,197,666 $ 2.23 Restated K2 Warrant 312,500 1.12 Exercised (2,125,697 ) $ 2.72 Balance outstanding at September 30, 2021 1,384,469 $ 1.24 |
REVENUES AND DEFERRED REVENUE
REVENUES AND DEFERRED REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES AND DEFERRED REVENUE | 11. REVENUES AND DEFERRED REVENUE Revenue comprises the following: SCHEDULE OF REVENUE COMPRISED Three months ended September 30 Nine months ended September 30 2021 2020 2021 2020 Product revenues $ 24 $ 15 $ 262 $ 213 R&D service revenues 83 283 288 684 Total revenue $ 107 $ 298 $ 550 $ 897 The following table presents revenues expected to be recognized in the future related to performance obligations, based on current estimates, that are unsatisfied at September 30, 2021: SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS Total Current portion to September 30, 2022 Remaining portion thereafter Product revenues $ 469 $ - $ 469 R&D service revenues 2,395 324 2,071 Total $ 2,864 $ 324 $ 2,540 The following table presents changes in the deferred revenue balance for the nine months ended September 30, 2021: SUMMARY OF CHANGES IN DEFERRED REVENUE Balance at December 31, 2020 $ 3,104 Recognition of deferred revenue (246 ) Currency translation 6 Balance at September 30, 2021 $ 2,864 Short Term $ 324 Long Term $ 2,540 Collaboration and License Agreement – Brii Bio On December 4, 2018, we entered into a Collaboration and License Agreement with Brii Biosciences Limited (“Brii Bio”) (the “Collaboration and License Agreement”), amended on April 8, 2021, 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 Ib/IIa 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, regulatory and other activities, as may be required to obtain and maintain marketing approval of the Licensed Product in the Licensed Territory and to commercialize the Licensed Product for the diagnosis and treatment of hepatitis B in the Licensed Territory. Pursuant to the Collaboration and License Agreement, the Company is responsible for the R&D services and Brii Bio is responsible for costs relating to the clinical trials for the Licensed Territory. The initial consideration of the Collaboration and License Agreement consisted of a $ 11,000 2,295,082 3,626 7,374 4,737 2,637 In addition, the Company is also eligible to receive an additional $ 117,500 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 September 30, 2021, R&D services related to Brii Bio that remain unsatisfied are $ 2,195 2,864 Upon termination of the Collaboration and License Agreement prior to the end of the term, there is no obligation for refund and any amounts in deferred revenue related to unsatisfied performance obligations will be immediately recognized. |
COLLABORATION ARRANGEMENTS
COLLABORATION ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COLLABORATION ARRANGEMENTS | 12. COLLABORATION ARRANGEMENTS GlaxoSmithKline Biologicals S.A. (“GSK”) On September 10, 2019, the Company 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; three and nine months ended September 30, 2021 are $ 48 374 149 485 National Research Council of Canada (“NRC”) On March 31, 2020, the Company announced a collaboration with the NRC, Canada’s largest federal research and development organization, to develop a pan-coronavirus vaccine candidate, targeting COVID-19, SARS, and MERS. The NRC and the Company are collaborating to evaluate and select promising coronavirus vaccine candidates. The collaboration combines the Company’s viral vaccine expertise, eVLP technology platform, and modified coronavirus antigens with the NRC’s proprietary SARS-CoV-2 antigens and assay development capabilities to select the most immunogenic vaccine candidate for further development. On December 21, 2020, we signed an amendment to the collaboration agreement with the NRC to broaden the scope of collaboration to include certain pre-clinical evaluations, bioprocess optimization, technology transfer, and the performance of additional scale up work. On July 8, 2021, we signed a second amendment to the collaboration agreement with the NRC to broaden the scope of the collaboration to include developing a vaccine against the Beta variant of SARS-CoV-2. On August 27, 2021, we signed a third amendment to the collaboration agreement with the NRC further broaden the scope to include certain stable cell line work for our vaccine candidate against the Beta variant of SARS-CoV-2. The expiry date of the collaboration agreement is March 15, 2022. 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 collaboration will be expensed as incurred in Research and Development expenses; costs for the three and nine months ended September 30, 2021 are $ 712 and $ 942 , respectively. Costs for the three and nine months ended September 30, 2020 were $ 131 and $ 395 , respectively. CEPI On March 9, 2021, the Company and CEPI announced the CEPI Funding Agreement, to develop eVLP vaccine candidates against SARS-COV-2 variants, including the Beta variant, also known as the B.1.351 variant and as 501Y.V2, first identified in South Africa. CEPI agreed to provide up to $33,018 to support the advancement of VBI-2905, a monovalent eVLP candidate expressing the pre-fusion form of the spike protein from the Beta variant strain, through Phase I clinical development. This funding will also support preclinical expansion of additional multivalent vaccine candidates designed to evaluate the potential breadth of our eVLP technology . The preclinical expansion is intended to develop clinic-ready vaccine candidates capable of addressing emerging variants. Under the terms of the CEPI Funding Agreement, among other things, the Company and CEPI agreed on the importance of global equitable access to any vaccines produced pursuant to the CEPI Funding Agreement. Any such vaccines, if approved, are expected to be procured and allocated through global mechanisms as part of the Access to COVID-19 Tools (ACT) Accelerator, an international initiative launched by the World Health Organization (“WHO”), Gavi the Vaccine Alliance, CEPI, and other global non-governmental organizations and governmental leaders in 2021. 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 collaboration are expensed as incurred in Research and Development expenses; costs for the three and nine months ended September 30, 2021 are $ 2,711 and $ 4,918 , respectively. Such expenses for the three and nine months ended September 30, 2021 were reduced by the same amount. During the three and nine months ended September 30, 2021, the Company received $ 10,078 and $ 18,363 , respectively, from CEPI and as of September 30, 2021, the Company had $ 13,469 recorded as deferred funding, recorded in other current liabilities on the condensed consolidated balance sheet. Brii Biosciences Limited On December 4, 2018, we entered into the Collaboration and License Agreement with Brii Bio, which was amended on April 8, 2021, as described in Note 11. |
GOVERNMENT GRANTS
GOVERNMENT GRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Government Grants | |
GOVERNMENT GRANTS | 13. GOVERNMENT GRANTS Grants recognized in research and development expenses in the consolidated statement of operations and comprehensive loss are as follows: Industrial Research Assistance Program (“IRAP”) On July 3, 2020, the Company and the NRC as represented by its IRAP signed a contribution agreement whereby the NRC agreed to contribute up to CAD $ 1,000 For the three and nine months ended September 30, 2021 the Company recognized $ 68 68 228 For the three and nine months ended September 30, 2020, the Company recognized $ 214 214 Strategic Innovation Fund (“SIF”) On September 16, 2020, the Company and Her Majesty the Queen in Right of Canada as represented by the Minister of Industry (“ISED”) signed a contribution agreement (the “Contribution Agreement”) for a contribution from SIF whereby ISED agreed to contribute up to CAD $ 55,976 For the three and nine months ended September 30, 2021, the Company recognized $ 2,365 6,377 848 For the three and nine months ended September 30, 2020, the Company recognized $ 549 549 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company may be involved in certain claims and litigation arising out of the ordinary course and conduct of business. Management assesses such claims and, if it considers that it is probable that an asset had been impaired or a liability had been incurred and the amount of loss can be reasonably estimated, provisions for loss are made based on management’s assessment of the most likely outcome. On September 13, 2018, two civil claims 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 our 3-antigen prophylactic HBV vaccine discovered in July 2015; that our 3-antigen prophylactic HBV vaccine was approved for use in children and infants in Israel without sufficient evidence establishing its safety; that SciVac failed to provide accurate information about our 3-antigen prophylactic HBV vaccine 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 our 3-antigen prophylactic HBV vaccine in Israel from April 2011 and seeking damages in a total amount of NIS 1,879,500,000 582,069 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, with subsequent preliminary hearings held on May 13, 2020, December 3, 2020 and September 30, 2021. The next preliminary hearing is scheduled to be held on June 9, 2022. Operating leases The Company has entered into various non-cancelable lease agreements for its office, lab, and manufacturing facilities, which are classified as operating leases. The office facility lease agreement in the United States expires on April 30, 2023 Our manufacturing facility lease agreement in Israel 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 office and laboratory space, has a term ending on December 31, 2022 with an option to extend the term for one additional period of three years. A lease for additional office space at our research facility commenced on October 1, 2020 with a term ending April 30, 2023 In October 2021, the Company terminated the office facility lease agreement in the United States. On September 23, 2021 the Company entered into a non-cancelable lease agreement for office space in the United States, the terms which will commence November 1, 2021 running through October 31, 2024. The Company will recognize a right of use assets and lease liability upon the rent commencement date. During the three months ended September 2021, the Company entered into two non-cancelable lease agreements for additional office at our manufacturing facility in Israel, the rent terms which will commence January 1, 2022 running through November 30, 2027 and July 1, 2022 running through June 30, 2032. The Company will recognize a right of use asset and lease liability for each agreement upon the rent commencement date. 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. SUMMARY OF LEASE COST AND OTHER INFORMATION Lease cost: Operating lease costs: Three months ended September 30, 2021 $ 385 Nine months ended September 30, 2021 1,069 Other information: Weighted average remaining lease term 2.05 Weighted average discount rate 12 % Operating lease costs are included G&A expenses in the statement of operations and comprehensive loss. The following table summarizes future undiscounted cash payments reconciled to the lease liabilities: SCHEDULE OF FUTURE UNDISCOUNTED CASH PAYMENTS RECONCILED TO LEASE LIABILITIES Year ending December 31: 2021 Remaining 2021 $ 216 2022 242 2023 49 2024 11 Total $ 518 Effect of discounting (3 ) Total lease liability $ 515 Less: current portion (408 ) Lease liability, net of current portion $ 107 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 15. 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 Revenues from external customers are attributed to geographic areas based on location of the contracting customers: SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS Three Months Ended September 30 Nine Months Ended September 30 2021 2020 2021 2020 Israel $ 44 $ 48 $ 300 $ 198 China / Hong Kong 63 250 246 646 Europe - - 4 53 Total $ 107 $ 298 $ 550 $ 897 There was no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS Subsequent to September 30, 2021, the Company granted a total of 225,000 Options granted vest 25% 10 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company’s fiscal year ends on December 31 of each calendar year. The accompanying unaudited condensed consolidated financial statements have been prepared in U.S. dollars (“USD”) and pursuant to the rules and regulations of the SEC, for interim reporting. Accordingly, certain information and footnote disclosures normally included in the financial statements prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”), have been condensed or omitted pursuant to such rules and regulations. The December 31, 2020 consolidated balance sheet in this document was derived from the audited consolidated financial statements. The condensed consolidated financial statements and notes included in this quarterly report on Form 10-Q (this “Form 10-Q”) does not include all of the disclosures required by U.S. GAAP and should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 10-K”), as filed with the SEC on March 2, 2021. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: VBI DE, VBI US, VBI Cda, SciVac, SciVac HK, and VBI BV. Intercompany balances and transactions between the Company and its subsidiaries are eliminated in the condensed consolidated financial statements. Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation. In the opinion of management, these condensed consolidated financial statements include all adjustments and accruals of a normal and recurring nature necessary to fairly state the results of the periods presented. The results for the periods presented are not necessarily indicative of results to be expected for the full year or for any future periods. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in the 2020 10-K, and there have been no changes to the Company’s significant accounting policies during the nine months ended September 30, 2021, other than the polices discussed below. |
CEPI Funding Agreement | CEPI Funding Agreement Cash received in advance from the CEPI Funding Agreement is included in cash and cash equivalents on the condensed consolidated balance sheet, however, it is restricted as to its use until the relevant expenses are incurred. The cash received is recognized as deferred funding, included in other current liabilities on the condensed consolidated balance sheet, and recognized as a reduction in the related expense when incurred. As of September 30, 2021, the amount of cash received in advance from CEPI, not yet recognized as a reduction in expenses in the condensed consolidated statement of operations but included in cash and cash equivalents on the condensed consolidated balance sheets, is $ 13,469 . See more information on the CEPI Funding Agreement in Note 12. |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory consists of the following: SCHEDULE OF INVENTORY September 30, 2021 December 31, Work-in-process $ 515 $ 390 Raw materials 1,750 1,762 Inventory, net $ 2,265 $ 2,152 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | Other current assets consisted of the following: SCHEDULE OF OTHER CURRENT ASSETS September 30, 2021 December 31, Government receivables $ 2,854 $ 7,830 Other current assets 2,127 1,312 Total other current assets $ 4,981 $ 9,142 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INDEFINITE LIVED INTANGIBLE ASSETS INCLUDING CUMULATIVE IMPAIRMENT AND CURRENCY TRANSLATION | SCHEDULE OF INDEFINITE LIVED INTANGIBLE ASSETS INCLUDING CUMULATIVE IMPAIRMENT AND CURRENCY TRANSLATION September 30, 2021 Gross Carrying Accumulated Cumulative Cumulative Net Book Patents $ 669 $ (641 ) $ - $ 43 $ 71 IPR&D assets 61,500 - (300 ) 879 62,079 $ 62,169 $ (641 ) $ (300 ) $ 922 $ 62,150 December 31, 2020 Gross Accumulated Cumulative Cumulative Net Book Patents $ 669 $ (590 ) $ - $ 44 $ 123 IPR&D assets 61,500 - (300 ) 833 62,033 $ 62,169 $ (590 ) $ (300 ) $ 877 $ 62,156 |
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL September 30, 2021 Gross Carrying Amount Cumulative Impairment Cumulative Translation Net Book Goodwill $ 8,714 $ (6,292 ) $ (159 ) $ 2,263 December 31, 2020 Gross Cumulative Impairment Cumulative Translation Net Book Goodwill $ 8,714 $ (6,292 ) $ (161 ) $ 2,261 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | Other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES September 30, December 31, Accrued research and development expenses (including clinical trial accrued expenses) $ 7,254 $ 5,842 Accrued professional fees 4,143 1,547 Payroll and employee-related costs 2,086 3,844 Deferred government grants 1,076 825 Deferred funding 13,469 - Other current liabilities 444 357 Total other current liabilities $ 28,472 $ 12,415 |
LOSS PER SHARE OF COMMON SHAR_2
LOSS PER SHARE OF COMMON SHARES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF ANTIDILUTIVE WEIGHTED AVERAGE SHARES OUTSTANDING | The following potentially dilutive securities outstanding at September 30, 2021 and 2020 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: SCHEDULE OF ANTIDILUTIVE WEIGHTED AVERAGE SHARES OUTSTANDING September 30, September 30, Warrants 1,384,469 3,398,824 Stock options and restricted stock units 18,409,572 12,580,297 K2 conversion feature 1,369,863 2,739,726 21,163,904 18,718,847 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG-TERM DEBT | As of September 30, 2021, and December 31, 2020, the long-term debt is as follows: SCHEDULE OF LONG-TERM DEBT September 30, December 31, Long-term debt, net of debt discount of $ 4,285 5,061 $ 27,939 $ 16,329 Less: current portion, net of debt discount of $ 0 0 - - Long-term debt $ 27,939 $ 16,329 |
SCHEDULE OF INTEREST EXPENSE | Interest expense, net of interest income recorded in the three and nine months ended September 30, 2021 and 2020 was as follows: SCHEDULE OF INTEREST EXPENSE 2021 2020 2021 2020 Three months ended Nine months ended 2021 2020 2021 2020 Interest expense $ 618 $ 422 $ 1,488 $ 1,330 Amortization of debt discount 487 468 2,499 1,102 Interest income (79 ) (148 ) (304 ) (426 ) Total interest expense, net of interest income $ 1,026 $ 742 $ 3,683 $ 2,006 |
SCHEDULE OF FUTURE PRINCIPAL OF LONG-TERM DEBT | The following table summarizes the future principal payments due under long-term debt: SCHEDULE OF FUTURE PRINCIPAL OF LONG-TERM DEBT Principal Remaining 2021 $ - 2022 - 2023 19,573 2024 12,651 Total $ 32,224 |
STOCKHOLDERS_ EQUITY AND ADDI_2
STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS ACTIVITY | Activity related to stock options is as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Weighted Balance outstanding at December 31, 2020 12,507,541 $ 2.38 Granted 5,990,000 $ 3.15 Forfeited (147,433 ) $ 3.04 Balance outstanding at September 30, 2021 18,350,108 $ 2.63 Exercisable at September 30, 2021 9,090,514 $ 2.54 |
SCHEDULE OF RESTRICTED STOCK UNITS | Information relating to RSUs is as follow: SCHEDULE OF RESTRICTED STOCK UNITS Number of Weighted Unvested shares outstanding at December 31, 2020 129,356 $ 1.62 Vested (62,806 ) $ 1.74 Forfeited (7,086 ) 1.51 Unvested shares outstanding at September 30, 2021 59,464 $ 1.50 |
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: SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS 2021 2020 Volatility 96.99 % 91.47 % Risk free interest rate 0.57 % 1.20 % Expected term in years 5.84 5.81 Expected dividend yield 0.00 % 0.00 % Weighted average fair value per option $ 2.41 $ 1.41 |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE | The fair value of the options is recognized as an expense on a straight-line basis over the vesting period and forfeitures are accounted for when they occur. The total stock-based compensation expense recorded in the three and nine months ended September 30, 2021 and 2020 was as follows: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Three months ended September 30 Nine months ended September 30 2021 2020 2021 2020 Research and development $ 476 $ 309 $ 1,368 $ 770 General and administrative 2,029 1,170 5,656 2,947 Cost of revenues 24 14 67 37 Total stock-based compensation expense $ 2,529 $ 1,493 $ 7,091 $ 3,754 |
SCHEDULE OF FAIR VALUE OF WARANTS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS | The value attributed to the Restated K2 Warrant was based on the Black-Scholes option pricing model by applying the following assumptions: SCHEDULE OF FAIR VALUE OF WARANTS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS Restated K2 Warrant Volatility 95.00 % Risk free interest rate 1.53 % Expected term in years 9 Expected dividend yield 0.00 % Fair value per warrant $ 2.77 |
SCHEDULE OF WARRANT ACTIVITY | Activity related to the warrants is as follows: SCHEDULE OF WARRANT ACTIVITY Number of Weighted Balance outstanding at December 31, 2020 3,197,666 $ 2.23 Restated K2 Warrant 312,500 1.12 Exercised (2,125,697 ) $ 2.72 Balance outstanding at September 30, 2021 1,384,469 $ 1.24 |
REVENUES AND DEFERRED REVENUE (
REVENUES AND DEFERRED REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUE COMPRISED | Revenue comprises the following: SCHEDULE OF REVENUE COMPRISED Three months ended September 30 Nine months ended September 30 2021 2020 2021 2020 Product revenues $ 24 $ 15 $ 262 $ 213 R&D service revenues 83 283 288 684 Total revenue $ 107 $ 298 $ 550 $ 897 |
SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS | The following table presents revenues expected to be recognized in the future related to performance obligations, based on current estimates, that are unsatisfied at September 30, 2021: SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS Total Current portion to September 30, 2022 Remaining portion thereafter Product revenues $ 469 $ - $ 469 R&D service revenues 2,395 324 2,071 Total $ 2,864 $ 324 $ 2,540 |
SUMMARY OF CHANGES IN DEFERRED REVENUE | The following table presents changes in the deferred revenue balance for the nine months ended September 30, 2021: SUMMARY OF CHANGES IN DEFERRED REVENUE Balance at December 31, 2020 $ 3,104 Recognition of deferred revenue (246 ) Currency translation 6 Balance at September 30, 2021 $ 2,864 Short Term $ 324 Long Term $ 2,540 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SUMMARY OF LEASE COST AND OTHER INFORMATION | SUMMARY OF LEASE COST AND OTHER INFORMATION Lease cost: Operating lease costs: Three months ended September 30, 2021 $ 385 Nine months ended September 30, 2021 1,069 Other information: Weighted average remaining lease term 2.05 Weighted average discount rate 12 % |
SCHEDULE OF FUTURE UNDISCOUNTED CASH PAYMENTS RECONCILED TO LEASE LIABILITIES | The following table summarizes future undiscounted cash payments reconciled to the lease liabilities: SCHEDULE OF FUTURE UNDISCOUNTED CASH PAYMENTS RECONCILED TO LEASE LIABILITIES Year ending December 31: 2021 Remaining 2021 $ 216 2022 242 2023 49 2024 11 Total $ 518 Effect of discounting (3 ) Total lease liability $ 515 Less: current portion (408 ) Lease liability, net of current portion $ 107 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS Three Months Ended September 30 Nine Months Ended September 30 2021 2020 2021 2020 Israel $ 44 $ 48 $ 300 $ 198 China / Hong Kong 63 250 246 646 Europe - - 4 53 Total $ 107 $ 298 $ 550 $ 897 |
NATURE OF BUSINESS AND CONTIN_2
NATURE OF BUSINESS AND CONTINUATION OF BUSINESS (Details Narrative) - USD ($) | Sep. 03, 2021 | Jul. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Retained Earnings (Accumulated Deficit) | $ 359,588,000 | $ 308,618,000 | ||||
Net Cash Provided by (Used in) Operating Activities | $ 21,392,000 | $ 30,555,000 | ||||
[custom:DescriptionOnVaccineDevelopment] | On March 9, 2021, the Company and the Coalition for Epidemic Preparedness Innovations (“CEPI”) announced a partnership (“CEPI Funding Agreement”) to develop eVLP vaccine candidates against SARS-COV-2 variants, including the Beta variant, also known as the B.1.351 variant and 501Y.V2, first identified in South Africa. CEPI agreed to provide up to $33,018 to support the advancement of VBI-2905, a monovalent eVLP candidate expressing the pre-fusion form of the spike protein from the Beta variant, through Phase I clinical development. | |||||
Payments of stock issuance costs | $ 937,000 | $ 4,919,000 | ||||
ATM Program [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of common stock issued | 8,192,765 | |||||
Gross proceeds from issuance of common stock | $ 30,275,000 | |||||
Average price per share | $ 3.70 | |||||
Payments of stock issuance costs | $ 1,015,000 | |||||
Proceeds from issuance of common stock, net | 29,260,000 | |||||
Shares available for issuance value | $ 30,040,000 | |||||
Maximum [Member] | Open Market Sale Agreement [Member] | Jefferies LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Open market sale agreement sales cost | $ 125,000,000 | |||||
Maximum [Member] | Second Open Market Sale Agreement [Member] | Jefferies LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sale of Stock, Consideration Received Per Transaction | $ 125,000,000 | |||||
Perceptive Credit Holdings [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of common stock issued | 646,257 | |||||
Perceptive Credit Holdings [Member] | Warrant [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common shares issued upon cashless exercise of warrants, shares | 2,068,824 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ in Thousands | Sep. 30, 2021USD ($) |
CEPI Funding Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Cash | $ 13,469 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Work-in-process | $ 515 | $ 390 |
Raw materials | 1,750 | 1,762 |
Inventory, net | $ 2,265 | $ 2,152 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Government receivables | $ 2,854 | $ 7,830 |
Other current assets | 2,127 | 1,312 |
Total other current assets | $ 4,981 | $ 9,142 |
SCHEDULE OF INDEFINITE LIVED IN
SCHEDULE OF INDEFINITE LIVED INTANGIBLE ASSETS INCLUDING CUMULATIVE IMPAIRMENT AND CURRENCY TRANSLATION (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 62,169 | $ 62,169 |
Accumulated Amortization | (641) | (590) |
Cumulative Impairment Charge | (300) | (300) |
Cumulative Currency Translation | 922 | 877 |
Net Book value | 62,150 | 62,156 |
Inprocess Research And Development Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 61,500 | 61,500 |
Accumulated Amortization | ||
Cumulative Impairment Charge | (300) | (300) |
Cumulative Currency Translation | 879 | 833 |
Net Book value | 62,079 | 62,033 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 669 | 669 |
Accumulated Amortization | (641) | (590) |
Cumulative Impairment Charge | ||
Cumulative Currency Translation | 43 | 44 |
Net Book value | $ 71 | $ 123 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Gross Carrying Amount | $ 8,714 | $ 8,714 |
Goodwill, Cumulative Impairment Charge | (6,292) | (6,292) |
Goodwill, Cumulative Currency Translation | (159) | (161) |
Goodwill, Net Book value | $ 2,263 | $ 2,261 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset valuation description | The discount rate used was 11% and the cumulative probability of technical and regulatory success to achieve approval to market the products ranged from approximately 10% to 17%. |
Goodwill [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Increase in Foreign currency translation adjustment | $ 2 |
Inprocess Research And Development Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Increase in Foreign currency translation adjustment | $ 46 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued research and development expenses (including clinical trial accrued expenses) | $ 7,254 | $ 5,842 |
Accrued professional fees | 4,143 | 1,547 |
Payroll and employee-related costs | 2,086 | 3,844 |
Deferred government grants | 1,076 | 825 |
Deferred funding | 13,469 | |
Other current liabilities | 444 | 357 |
Total other current liabilities | $ 28,472 | $ 12,415 |
SCHEDULE OF ANTIDILUTIVE WEIGHT
SCHEDULE OF ANTIDILUTIVE WEIGHTED AVERAGE SHARES OUTSTANDING (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive weighted average shares outstanding | 21,163,904 | 18,718,847 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive weighted average shares outstanding | 1,384,469 | 3,398,824 |
Stock Options And Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive weighted average shares outstanding | 18,409,572 | 12,580,297 |
K2 Conversion Feature [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive weighted average shares outstanding | 1,369,863 | 2,739,726 |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Long-term debt, net of debt discount of $4,285 ($5,061 at December 31, 2020) | $ 27,939 | $ 16,329 |
Less: current portion, net of debt discount of $0 ($0 at December 31, 2020) | ||
Long-term debt | $ 27,939 | $ 16,329 |
SCHEDULE OF LONG-TERM DEBT (D_2
SCHEDULE OF LONG-TERM DEBT (Details) (Parenthetical) - Long-term Debt [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Extinguishment of Debt [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 4,285 | $ 5,061 |
Debt Instrument, Unamortized Discount, Current | $ 0 | $ 0 |
SCHEDULE OF INTEREST EXPENSE (D
SCHEDULE OF INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 618 | $ 422 | $ 1,488 | $ 1,330 |
Amortization of debt discount | 487 | 468 | 2,499 | 1,102 |
Interest income | (79) | (148) | (304) | (426) |
Total interest expense, net of interest income | $ 1,026 | $ 742 | $ 3,683 | $ 2,006 |
SCHEDULE OF FUTURE PRINCIPAL OF
SCHEDULE OF FUTURE PRINCIPAL OF LONG-TERM DEBT (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remaining 2021 | |
2022 | |
2023 | 19,573 |
2024 | 12,651 |
Total | $ 32,224 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 17, 2021 | Feb. 03, 2021 | May 22, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||||||||
Debt conversion, converted instrument, amount | $ 2,000 | $ 2,000 | |||||||||
Debt conversion, converted instrument, additional amount | $ 2,000 | ||||||||||
Proceeds from Warrant Exercises | 85 | 1,837 | |||||||||
Effective price of warrants | $ 1.52 | ||||||||||
Intrinsic value of beneficial conversion feature recorded to additional paid in capital | $ 2,577 | ||||||||||
Repayments of secured debt | 32,224 | ||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 487 | $ 468 | 2,499 | 1,102 | |||||||
Interest expense related party | 723 | ||||||||||
Unamortized debt discount | $ 461 | ||||||||||
Fair Value, Inputs, Level 3 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, fair value disclosure | $ 30,245 | $ 30,245 | $ 20,117 | ||||||||
Restated K 2 Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, unamortized discount | $ 1,723 | ||||||||||
Fair value adjustment of warrants | 867 | ||||||||||
Second Tranche [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of secured debt | 834 | ||||||||||
Second Tranche [Member] | Restated K 2 Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs, net | $ 22 | ||||||||||
Loan and Guaranty Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Maturity Date | Jun. 1, 2024 | ||||||||||
Debt instrument, interest rate, stated percentage | 8.25% | 8.25% | |||||||||
Repayments of secured debt | $ 2,224 | ||||||||||
Loans Payable | $ 30,000 | ||||||||||
Debt increased percentage | 5.00% | ||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 0 | $ 1,161 | |||||||||
Loan and Guaranty Agreement [Member] | Final Payment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 15.56% | 15.56% | |||||||||
Loan and Guaranty Agreement [Member] | K2 Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant or Right, Reason for Issuance, Description | additional common shares will be issuable pursuant to the Restated K2 Warrant as determined by the principal amount of the Third Tranche and Fourth Tranche actually funded multiplied by 3.5% and divided by the Warrant Price, and the final payment will increase by 6.95% of the funds advanced. | ||||||||||
Loan and Guaranty Agreement [Member] | Restated K 2 Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise price of warrants | $ 1.12 | ||||||||||
Loan and Guaranty Agreement [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 5.00% | 5.00% | |||||||||
Loan and Guaranty Agreement [Member] | K 2 Healthventures L L C [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Description | The Lenders originally agreed to make available the following additional tranches subject to the following conditions and upon the submission of a loan request by the Company: (1) up to $10,000 available between January 1, 2021 and April 30, 2021 upon achievement of certain milestones (the “Second Tranche Term Loan”), (2) $10,000 available between the closing date and December 31, 2021, subject to achievement of a certain U.S. Food and Drug Administration approval (the “Third Tranche Term Loan”), and (3) a final tranche of up to $10,000 that can be made available any time prior to June 30, 2022, subject to the advance of the Third Tranche Term Loan, satisfactory review by the administrative agent of our financial and operating plan, and approval by the Lenders’ investment committee (the “Fourth Tranche Term Loan”). Pursuant to the Loan Agreement, the Lenders originally had the ability to convert, at the Lenders’ option, up to $4,000 of the secured term loan into common shares of the Company at a conversion price of $1.46 per share (“K2 conversion feature”) until the maturity date of June 1, 2024. | ||||||||||
Debt conversion, converted instrument, amount | $ 4,000 | ||||||||||
Debt instrument, convertible, conversion price | $ 1.46 | ||||||||||
Debt Instrument, Maturity Date | Jun. 1, 2024 | ||||||||||
Class of warrant or right, number of securities called by each warrant or right | 937,500 | ||||||||||
Debt issuance costs, net | $ 1,021 | ||||||||||
Additional discount | 1,390 | ||||||||||
Debt instrument, unamortized discount | $ 6,169 | $ 4,285 | $ 4,285 | $ 5,061 | |||||||
Loan and Guaranty Agreement [Member] | K 2 Healthventures L L C [Member] | K2 Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Class of warrant or right, number of securities called by each warrant or right | 625,000 | ||||||||||
Exercise price of warrants | $ 1.12 | ||||||||||
Warrant or Right, Reason for Issuance, Description | The number of common shares issuable pursuant to the Restated K2 Warrant, at any given time, is determined by dividing the Warrant Coverage Amount by the Warrant Price, where the Warrant Coverage Amount is equal to the sum of $1,050 plus the aggregate original principal amount of the Third Tranche and Fourth Tranche Term Loan advanced at that time multiplied by 3.5%. If the full $52,000 available in all K2 tranches is advanced pursuant to the Loan Agreement amended by the First Amendment, up to 1,562,500 common shares will be issuable pursuant to the Restated K2 Warrant. The Restated K2 Warrant may be exercised either for cash or on a cashless “net exercise” basis and expires on May 22, 2030. | ||||||||||
Warrant maturity date | May 22, 2030 | ||||||||||
Proceeds from Warrant Exercises | $ 1,181 | ||||||||||
Loan and Guaranty Agreement [Member] | K 2 Healthventures L L C [Member] | Restated K 2 Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Class of warrant or right, number of securities called by each warrant or right | 312,500 | ||||||||||
Exercise price of warrants | $ 1.12 | ||||||||||
Debt instrument, face amount | $ 1,050 | ||||||||||
Loan and Guaranty Agreement [Member] | First Tranche [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 8.25% | 8.25% | |||||||||
Loan and Guaranty Agreement [Member] | First Tranche [Member] | K 2 Healthventures L L C [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured debt | 20,000 | ||||||||||
Loan and Guaranty Agreement [Member] | Second Tranche [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured debt | $ 12,000 | 10,000 | |||||||||
Debt instrument, interest rate, stated percentage | 7.75% | 7.75% | 7.75% | 7.75% | |||||||
Debt issuance costs, net | $ 22 | ||||||||||
Third party cost | 150 | ||||||||||
Repayments of secured debt | $ 834 | ||||||||||
Secured term loan final payment percentage | 6.95% | ||||||||||
Loan and Guaranty Agreement [Member] | Second Tranche [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, date of first required payment | Jul. 1, 2022 | ||||||||||
Loan and Guaranty Agreement [Member] | Second Tranche [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, date of first required payment | Jan. 1, 2023 | ||||||||||
Loan and Guaranty Agreement [Member] | Second Tranche [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 4.50% | 4.50% | 4.50% | ||||||||
Loan and Guaranty Agreement [Member] | Third Tranche [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest period extended date | Jan. 1, 2023 | ||||||||||
Loan and Guaranty Agreement [Member] | Third Tranche [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured debt | $ 10,000 | ||||||||||
Loan and Guaranty Agreement [Member] | Final Tranche [Member] | K 2 Healthventures L L C [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured debt | $ 10,000 | ||||||||||
Loan Agreement [Member] | K 2 Healthventures L L C [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt conversion, converted instrument, amount | $ 2,000 | ||||||||||
Debt instrument, convertible, conversion price | $ 1.46 | ||||||||||
Debt conversion, converted instrument, shares issued | 1,369,863 | ||||||||||
Debt instrument, call feature | The Lenders have the ability to convert an additional $2,000 at the Lenders’ option. | ||||||||||
Debt instrument discount | $ 7,892 | $ 7,892 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - Equity Option [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Offsetting Assets [Line Items] | |
Number of Stock Options Outstanding, Beginning Balance | shares | 12,507,541 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 2.38 |
Number of Stock Options, Granted | shares | 5,990,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 3.15 |
Number of Stock Options, Forfeited | shares | (147,433) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 3.04 |
Number of Stock Options Outstanding, Ending Balance | shares | 18,350,108 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 2.63 |
Number of Stock Options, Exercisable | shares | 9,090,514 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 2.54 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Class of Stock [Line Items] | |
Number of Stock Awards, Unvested shares outstanding beginning balance | shares | 129,356 |
Weighted Average Fair Value at Grant Date, Unvested shares outstanding beginning balance | $ / shares | $ 1.62 |
Number of Stock Awards, Vested | shares | (62,806) |
Weighted Average Fair Value at Grant Date, Vested | $ / shares | $ 1.74 |
Number of Stock Awards, Forfeited | shares | (7,086) |
Weighted Average Fair Value at Grant Date, Forfeited | $ / shares | $ 1.51 |
Number of Stock Awards, Unvested shares outstanding ending balance | shares | 59,464 |
Weighted Average Fair Value at Grant Date, Unvested shares outstanding ending balance | $ / shares | $ 1.50 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||
Volatility | 96.99% | 91.47% |
Risk free interest rate | 0.57% | 1.20% |
Expected term in years | 5 years 10 months 2 days | 5 years 9 months 21 days |
Expected dividend yield | 0.00% | 0.00% |
Weighted average fair value per option | $ 2.41 | $ 1.41 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total stock-based compensation expense | $ 2,529 | $ 1,493 | $ 7,091 | $ 3,754 |
Research and Development [Member] | ||||
Total stock-based compensation expense | 476 | 309 | 1,368 | 770 |
General and Administrative [Member] | ||||
Total stock-based compensation expense | 2,029 | 1,170 | 5,656 | 2,947 |
Cost of Revenues [Member] | ||||
Total stock-based compensation expense | $ 24 | $ 14 | $ 67 | $ 37 |
SCHEDULE OF FAIR VALUE OF WARAN
SCHEDULE OF FAIR VALUE OF WARANTS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS (Details) - K2 Warrant [Member] | Sep. 30, 2021$ / shares |
Measurement Input, Price Volatility [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants and rights outstanding measurement input | 95 |
Measurement Input, Risk Free Interest Rate [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants and rights outstanding measurement input | 1.53 |
Measurement Input, Expected Term [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants term | 9 years |
Measurement Input, Expected Dividend Rate [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants and rights outstanding measurement input | 0 |
Measurement Input, Share Price [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants per shares | $ 2.77 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Balance Outstanding Beginning | shares | 3,197,666 |
Weighted Average Exercise Price, Balance Outstanding Beginning | $ / shares | $ 2.23 |
Number of Warrants, Restated K2 Warrant | shares | 312,500 |
Weighted Average Exercise Price, Restated K2 Warrant | $ / shares | $ 1.12 |
Number of Warrants, Exercised | shares | (2,125,697) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 2.72 |
Number of Warrants, Balance Outstanding Ending | shares | 1,384,469 |
Weighted Average Exercise Price, Balance Outstanding Ending | $ / shares | $ 1.24 |
STOCKHOLDERS_ EQUITY AND ADDI_3
STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL (Details Narrative) - $ / shares | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | May 17, 2021 | |
Loan and Guaranty Agreement [Member] | Restated K 2 Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Class of warrant or right, number of securities called by warrants or rights | 312,500 | ||
warrant price | $ 1.12 | ||
Loan and Guaranty Agreement [Member] | Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Class of warrant or right, number of securities called by warrants or rights | 937,500 | ||
2006 Plan [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 989,813 | ||
2014 Plan [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 521,242 | ||
2016 Plan [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 16,839,053 | ||
Share-based compensation arrangement by share-based, percentage | 10.00% | ||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 5,922,671 | ||
2016 VBI Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share-based compensation arrangement by share-based payment equity options, non vested, number | 59,464 |
SCHEDULE OF REVENUE COMPRISED (
SCHEDULE OF REVENUE COMPRISED (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 107 | $ 298 | $ 550 | $ 897 |
Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24 | 15 | 262 | 213 |
Service [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 83 | $ 283 | $ 288 | $ 684 |
SUMMARY OF REVENUE EXPECTED TO
SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Disaggregation of Revenue [Line Items] | |
Revenues | $ 2,864 |
Current Portion To September Thirty Two Thousand Twenty Two [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 324 |
Remaining Portion Thereafter [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 2,540 |
Product [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 469 |
Product [Member] | Current Portion To September Thirty Two Thousand Twenty Two [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | |
Product [Member] | Remaining Portion Thereafter [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 469 |
Service [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 2,395 |
Service [Member] | Current Portion To September Thirty Two Thousand Twenty Two [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 324 |
Service [Member] | Remaining Portion Thereafter [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | $ 2,071 |
SUMMARY OF CHANGES IN DEFERRED
SUMMARY OF CHANGES IN DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Liability | $ 3,104 | |
Contract with Customer, Liability, Revenue Recognized | (246) | |
Currency translation | 6 | |
Contract with Customer, Liability | 2,864 | |
Contract with Customer, Liability, Current | 324 | $ 255 |
Contract with Customer, Liability, Noncurrent | $ 2,540 | $ 2,849 |
REVENUES AND DEFERRED REVENUE_2
REVENUES AND DEFERRED REVENUE (Details Narrative) - USD ($) $ in Thousands | Dec. 04, 2018 | Sep. 30, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | |||
Revenue, remaining performance obligation, amount | $ 2,864 | ||
Additional potential regulatory and sales milestone payments | $ 117,500 | ||
Contract with customer, liability | 2,864 | $ 3,104 | |
License Agreement [Member] | Brii Bio [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Non-refundable upfront payment | $ 11,000 | ||
Stock issued during period, shares | 2,295,082 | ||
Stock issued during period, value | $ 3,626 | ||
Revenue, remaining performance obligation, amount | 7,374 | ||
License Agreement [Member] | Brii Bio [Member] | Research and Services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, remaining performance obligation, amount | 4,737 | ||
License Agreement [Member] | Brii Bio [Member] | VBI-2601 [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, remaining performance obligation, amount | $ 2,637 | ||
Collaboration and License Agreement [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Unsatisfied amount of research and development services | 2,195 | ||
Contract with customer, liability | $ 2,864 |
COLLABORATION ARRANGEMENTS (Det
COLLABORATION ARRANGEMENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expense | $ 2,972,000 | $ 4,478,000 | $ 14,392,000 | $ 10,035,000 | |
Description of vaccine development | On March 9, 2021, the Company and CEPI announced the CEPI Funding Agreement, to develop eVLP vaccine candidates against SARS-COV-2 variants, including the Beta variant, also known as the B.1.351 variant and as 501Y.V2, first identified in South Africa. CEPI agreed to provide up to $33,018 to support the advancement of VBI-2905, a monovalent eVLP candidate expressing the pre-fusion form of the spike protein from the Beta variant strain, through Phase I clinical development. This funding will also support preclinical expansion of additional multivalent vaccine candidates designed to evaluate the potential breadth of our eVLP technology | ||||
Funding received | 10,078 | $ 18,363 | |||
Deferred funding | 13,469,000 | 13,469,000 | |||
Collaboration Agreement [Member] | Glaxo Smith Kline Biologicals S. A. [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expense | 48,000 | 149,000 | 374,000 | 485,000 | |
Collaboration Agreement [Member] | National Research Council of Canada [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expense | 712,000 | $ 131,000 | 942,000 | $ 395,000 | |
CEPI Funding Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expense | 2,711,000 | 4,918,000 | |||
Collaborative Relationship [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Deferred funding | $ 13,469,000 | $ 13,469,000 |
GOVERNMENT GRANTS (Details Narr
GOVERNMENT GRANTS (Details Narrative) $ in Thousands, $ in Thousands | Sep. 16, 2020CAD ($) | Jul. 03, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Deferred government grants | $ 1,076 | $ 1,076 | $ 825 | ||||
Industrial Research Assistance Program [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Estimated contribution on transfer and scaleup of technical production process | $ 1,000 | ||||||
Reduction expenses | 68 | $ 214 | 68 | $ 214 | |||
Deferred government grants | 228 | 228 | |||||
Strategic Innovation Fund [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Reduction expenses | 2,365 | $ 549 | 6,377 | $ 549 | |||
Deferred government grants | $ 848 | $ 848 | |||||
Estimated contribution on development of uncertain event program | $ 55,976 |
SUMMARY OF LEASE COST AND OTHER
SUMMARY OF LEASE COST AND OTHER INFORMATION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease costs | $ 385 | $ 1,069 |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 18 days | 2 years 18 days |
Operating Lease, Weighted Average Discount Rate, Percent | 12.00% | 12.00% |
SCHEDULE OF FUTURE UNDISCOUNTED
SCHEDULE OF FUTURE UNDISCOUNTED CASH PAYMENTS RECONCILED TO LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remaining 2021 | $ 216 | |
2022 | 242 | |
2023 | 49 | |
2024 | 11 | |
Total | 518 | |
Effect of discounting | (3) | |
Total lease liability | 515 | |
Less: current portion | (408) | $ (944) |
Lease liability, net of current portion | $ 107 | $ 619 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | Sep. 13, 2018USD ($) | Sep. 13, 2018ILS (₪) | Sep. 30, 2021 |
UNITED STATES | Office Facility Lease Agreement [Member] | |||
Product Liability Contingency [Line Items] | |||
Lease expiration date | Apr. 30, 2023 | ||
ISRAEL | Manufacturing Facility Lease Agreement [Member] | |||
Product Liability Contingency [Line Items] | |||
Lessee, operating lease, description | Our manufacturing facility lease agreement in Israel expires on January 31, 2022, which includes one five-year option to extend until January 31, 2027 | ||
CANADA | Lease Agreement [Member] | |||
Product Liability Contingency [Line Items] | |||
Lessee, operating lease, description | The lease agreement for our research facility in Canada, which comprises office and laboratory space, has a term ending on December 31, 2022 with an option to extend the term for one additional period of three years. A lease for additional office space at our research facility commenced on October 1, 2020 with a term ending April 30, 2023 | ||
Sci B Vac [Member] | |||
Product Liability Contingency [Line Items] | |||
Damages total amount | $ 582,069 | ₪ 1,879,500,000 |
SCHEDULE OF REVENUES FROM EXTER
SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 107 | $ 298 | $ 550 | $ 897 |
ISRAEL | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 44 | 48 | 300 | 198 |
China / Hong Kong [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 63 | 250 | 246 | 646 |
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 4 | $ 53 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Number of operating segments | Segment | 1 | |||
Revenue | $ 107 | $ 298 | $ 550 | $ 897 |
CANADA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - New Employees [Member] - Two Thousand And Sixteen Plan [Member] | 1 Months Ended |
Nov. 08, 2021shares | |
Subsequent Event [Line Items] | |
Options granted | 225,000 |
Options vested, description | Options granted vest 25% on the one-year anniversary of the grant date, with the remaining 75% vesting on a monthly basis over 24 months. |
Options granted vest, percentage | 25.00% |
Expiration period | 10 years |