Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 03, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
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 Tax Identification Number | 00-0000000 | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Address, Address Line One | 160 Second Street | ||
Entity Address, Address Line Two | Floor 3 | ||
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 Shares, no par value per share | ||
Trading Symbol | VBIV | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 621,489,779 | ||
Entity Common Stock, Shares Outstanding | 258,257,494 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement on Schedule 14A to be furnished to stockholders in connection with its 2022 Annual Meeting of Stockholders, which shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K. | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 274 | ||
Auditor Name | EISNERAMPER LLP | ||
Auditor Location | Iselin, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 121,694 | $ 93,825 |
Short-term investments | 25,276 | |
Accounts receivable, net | 8 | 77 |
Inventory, net | 2,576 | 2,152 |
Prepaid expenses | 2,373 | 1,569 |
Other current assets | 3,633 | 9,142 |
Total current assets | 130,284 | 132,041 |
NON-CURRENT ASSETS | ||
Other long-term assets | 1,259 | 639 |
Property and equipment, net | 11,037 | 10,721 |
Right of use assets | 3,344 | 1,554 |
Intangible assets, net | 62,091 | 62,156 |
Goodwill | 2,261 | 2,261 |
Total non-current assets | 79,992 | 77,331 |
TOTAL ASSETS | 210,276 | 209,372 |
CURRENT LIABILITIES | ||
Accounts payable | 4,280 | 3,734 |
Other current liabilities | 26,941 | 12,415 |
Current portion of deferred revenues | 526 | 255 |
Current portion of lease liability | 839 | 944 |
Total current liabilities | 32,586 | 17,348 |
NON-CURRENT LIABILITIES | ||
Lease liability, net of current portion | 2,516 | 619 |
Long-term debt, net of debt discount | 28,441 | 16,329 |
Liabilities for severance pay | 574 | 522 |
Deferred revenues, net of current portion | 2,277 | 2,849 |
Total non-current liabilities | 33,808 | 20,319 |
COMMITMENTS AND CONTINGENCIES (NOTE 17) | ||
STOCKHOLDERS’ EQUITY | ||
Common shares (unlimited authorized; no par value) (2021 issued and outstanding – 258,250,273; 2020 - issued and outstanding 247,039,010) | 442,235 | 403,528 |
Additional paid-in capital | 81,583 | 75,530 |
Accumulated other comprehensive (loss) income | (1,565) | 1,265 |
Accumulated deficit | (378,371) | (308,618) |
Total stockholders’ equity | 143,882 | 171,705 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 210,276 | $ 209,372 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 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 | 258,250,273 | 247,039,010 |
Common stock, shares outstanding | 258,250,273 | 247,039,010 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 631 | $ 1,061 |
Operating expenses: | ||
Cost of revenues | 10,770 | 9,168 |
Research and development | 19,558 | 14,859 |
General and administrative | 38,335 | 20,651 |
Total operating expenses | 68,663 | 44,678 |
Loss from operations | (68,032) | (43,617) |
Interest expense, net of interest income (including related party - see Note 10) | (4,732) | (2,708) |
Foreign exchange gain | 3,011 | 95 |
Loss before income taxes | (69,753) | (46,230) |
Income tax expense | ||
NET LOSS | (69,753) | (46,230) |
Other comprehensive (loss) income | (2,830) | 2,017 |
COMPREHENSIVE LOSS | $ (72,583) | $ (44,213) |
Net loss per share of common shares, basic and diluted | $ (0.27) | $ (0.21) |
Weighted-average number of common shares outstanding, basic and diluted | 254,947,202 | 218,268,979 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 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 | ||||
Common shares issued in financing transactions, net of share issuance costs | $ 116,478 | 116,478 | |||
Common shares issued in financing transactions, net of share issuance costs, shares | 67,911,432 | ||||
Common shares issued upon exercise of warrants | $ 2,139 | 2,139 | |||
Common shares issued upon exercise of warrants, shares | 751,158 | ||||
Common shares issued upon exercise of options | $ 1 | $ 1 | |||
Common shares issued upon exercise of options, shares | 750 | 750 | |||
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 | $ 398 | 4,889 | 5,287 | ||
Stock-based compensation, shares | 118,471 | ||||
Net loss | (46,230) | (46,230) | |||
Unrealized holding gains on short-term investments | 71 | 71 | |||
Currency translation adjustments | 1,946 | 1,946 | |||
Ending balance, value at Dec. 31, 2020 | $ 403,528 | 75,530 | 1,265 | (308,618) | 171,705 |
Ending balance, shares at Dec. 31, 2020 | 247,039,010 | ||||
Common shares issued in financing transactions, net of share issuance costs | $ 32,176 | 32,176 | |||
Common shares issued in financing transactions, net of share issuance costs, shares | 9,135,632 | ||||
Common shares issued upon exercise of warrants | $ 85 | 85 | |||
Common shares issued upon exercise of warrants, shares | 56,873 | ||||
Common shares issued upon exercise of options | $ 4 | $ 4 | |||
Common shares issued upon exercise of options, shares | 2,638 | 2,638 | |||
Stock-based compensation | $ 144 | 9,484 | $ 9,628 | ||
Net loss | (69,753) | (69,753) | |||
Currency translation adjustments | (2,830) | (2,830) | |||
Common shares issued upon cashless exercise of warrants | $ 4,298 | (4,298) | |||
Common shares issued upon cashless exercise of warrants, shares | 646,257 | ||||
Common shares issued upon conversion of long-term debt | $ 2,000 | 2,000 | |||
Common shares issued upon conversion of long-term debt, shares | 1,369,863 | ||||
Warrant modification in connection with debt amendment | 867 | 867 | |||
Ending balance, value at Dec. 31, 2021 | $ 442,235 | $ 81,583 | $ (1,565) | $ (378,371) | $ 143,882 |
Ending balance, shares at Dec. 31, 2021 | 258,250,273 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (69,753) | $ (46,230) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 1,835 | 1,652 |
Stock-based compensation | 9,628 | 5,287 |
Amortization of debt discount | 2,999 | 1,569 |
Inventory reserve | 174 | 1,015 |
Interest accrued on short-term investments | (205) | |
Net change in operating working capital items: | ||
Change in accounts receivable | 69 | 130 |
Change in inventory | (513) | (1,946) |
Change in prepaid expenses | (787) | (511) |
Change in other current assets | 5,558 | (8,409) |
Change in other long-term assets | (584) | 11 |
Change in operating right of use assets | 1,071 | 988 |
Change in accounts payable | 356 | 2,059 |
Change in deferred revenues | (328) | (771) |
Change in other current liabilities | 11,435 | (711) |
Payments made on operating lease liabilities | (1,068) | (978) |
Net cash flows used in operating activities | (39,908) | (47,050) |
INVESTING ACTIVITIES | ||
Redemption of short-term investments | 25,151 | (25,000) |
Purchase of property and equipment | (1,995) | (1,000) |
Net cash flows provided by/used in investing activities | 23,156 | (26,000) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common shares for in financing transactions | 33,293 | 122,185 |
Share issuance costs | (1,067) | (5,612) |
Proceeds from issuance of common shares upon exercise of warrants | 85 | 2,139 |
Proceeds from issuance of common shares upon exercise of stock options | 4 | 1 |
Proceeds from debt financing | 12,000 | 20,000 |
Debt issuance costs | (22) | (1,021) |
Repayment of long-term debt | (15,300) | |
Net cash flows provided by financing activities | 44,293 | 122,392 |
Effect of exchange rates on cash | 328 | 270 |
CHANGE IN CASH FOR THE YEAR | 27,869 | (49,612) |
CASH, BEGINNING OF YEAR | 93,825 | 44,213 |
CASH, END OF YEAR | 121,694 | 93,825 |
Supplementary information: | ||
Interest paid | 2,039 | 1,608 |
Non-cash investing and financing: | ||
Warrant modification in connection with debt amendment | 867 | |
Warrants issued in connection with financing transactions | 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 long-term debt | 2,000 | |
Capital expenditures included in accounts payable and other current liabilities | 185 | 439 |
Share issuance costs included in accounts payable and other current liabilities | (50) | (95) |
Unrealized holding gains on short term investment | $ (71) |
NATURE OF BUSINESS AND CONTINUA
NATURE OF BUSINESS AND CONTINUATION OF BUSINESS | 12 Months Ended |
Dec. 31, 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”); and SciVac Ltd. an Israeli company (“SciVac”); SciVac Hong Kong Limited (“SciVac HK”) 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, Floor 3, Cambridge, MA 02142. In addition, the Company has manufacturing facilities located in Rehovot, Israel and research facilities located in Ottawa, Ontario, Canada. Principal Operations VBI Vaccines Inc. (“VBI”) is a commercial stage biopharmaceutical company driven by immunology in the pursuit of 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 (“HBV”), 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 at any given point in time, and has slowed recruitment to clinical trials. 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 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 has a limited operating history and faces a number of risks, including but not limited to, uncertainties regarding the success of the development and commercialization of its products, demand and market acceptance of the Company’s products, and reliance on major customers. The Company anticipates that it will continue to incur significant operating costs and losses in connection with the development and commercialization of its products. The Company has an accumulated deficit of $ 378,371 39,908 The Company will require significant additional funds to conduct clinical and non-clinical trials, commercially launch our products, and achieve regulatory approvals. The Company plans to finance 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, structured asset financings, and/or revenues from potential business development transactions, if any. There is no assurance the Company will manage to obtain these sources of financing, if required. The above conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In April 2020, the Company closed an underwritten public offering of 52,272,726 1.10 57,500 3,606 53,894 705,000 1.50 In May 2020, the Company refinanced its term loan facility with Perceptive Credit Holdings, LP and entered into a Loan and Guaranty Agreement (the “Loan Agreement”) with K2 HealthVentures LLC for net proceeds of approximately $ 4,500 . The refinanced long-term debt has a maturity date of June 1, 2024 . See Note 10 for more details. On July 21, 2020, we issued 550,000 3.34 1,837 On July 3, 2020, the Company and the National Research Council of Canada (“NRC”) signed a contribution agreement as represented by its Industrial Research Assistance Program (“IRAP”) whereby the NRC agree to contribute up to CAD $ 1,000 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 the Strategic Innovation Fund (“SIF”) whereby ISED agreed to contribute up to CAD $ 55,976 to support the development of the Company’s coronavirus vaccine program, through Phase II clinical studies, for a period commencing on April 15, 2020 and ending in or before the first quarter of 2022, however discussions are underway to extend the term. In connection with execution of the Contribution Agreement, the Company obtained a consent of K2 HealthVentures LLC, as administrative agent for the lenders and a lender, pursuant to the Loan Agreement. Pursuant to the consent, certain events of default that result in contributions made under the Contribution Agreement in excess of $ 500 becoming due and payable could result in an event of default under the Loan Agreement. See Note 10 for more details on the Loan Agreement. On July 31, 2020, the Company entered into an Open Market Sale Agreement with Jefferies LLC (“Jefferies”), pursuant to which the Company may offer and sell its common shares having an aggregate price of up to $ 125,000 15,638,706 64,685 4.14 2,101 62,584 During the year ended December 31, 2020, the Company issued 201,158 1.50 302 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 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. See Note 10 for more details. In June 2021, the Company issued 646,257 2,068,824 On September 3, 2021, the Company entered into a second Open Market Sale Agreement SM 125,000 During the year ended December 31, 2021, the Company issued 9,135,632 33,293 3.64 1,117 32,176 27,022 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The consolidated financial statements include the accounts of VBI and its wholly owned subsidiaries, SciVac, SciVac HK, VBI DE, VBI US, VBI Cda, and VBI BV. Intercompany balances and transactions between the Company and its subsidiaries are eliminated in the consolidated financial statements. Cash and Cash Equivalents Cash and cash equivalents include cash investments in interest-bearing accounts and term deposits which can readily be redeemed for cash or are issued for terms of three months or less from the date of acquisition. Short-Term Investments Short-term investments consisted of redeemable short-term investments held with Schedule 1 Canadian banks for maturity terms greater than 3 months but less than a year from the date of acquisition. Short-term investments were initially classified as available for sale and were measured at fair value whereby unrealized holding gains or losses on these investments are reported in other comprehensive income or loss and accrued interest income was recognized in interest expense, net of interest income in the consolidated statement of operations and comprehensive loss. On September 30, 2020 we re-assessed the classification of our short-term investment and we determined that the short-term investment shall be classified as held to maturity. The transfer on September 30, 2020 occurred at fair value with the unrealized holding gains remaining in other comprehensive income or loss. Held to maturity short term investments are measured at amortized cost and the unrealized holding gains will be amortized over the remaining life of the security until April 2021. Our short-term investments, when classified as available for sale, were measured at fair value and considered level 2 in the fair value hierarchy. The fair value of the short-term investment was determined using the market approach method and the inputs include comparable market interest rates at September 30, 2020. Foreign Currency The functional and reporting currency of the Company is the United States dollar. Each of the Company’s subsidiaries determines its own respective functional currency, based on the primary economic environment that it operates in, and this currency is used to separately measure each entity’s financial position and operating results. Assets and liabilities of foreign operations with a different functional currency from that of the Company are translated at the closing rate at the end of each reporting period. Profit or loss items are translated at average exchange rates for all the relevant periods. All resulting translation differences are recognized as a component of other comprehensive loss /income. Foreign exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved, are included in operating results. Use of Estimates Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates made. We continually evaluate estimates used in the preparation of the consolidated financial statements for reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. The significant areas of estimation include revenue recognition, determining the deferred tax valuation allowance, estimating accrued research and development expenses, the inputs in determining the fair value of the in-process research and development (“IPR&D”) and goodwill as part of the annual impairment analysis and the inputs in determining the fair value of beneficial conversion features, equity-based awards and warrants issued. Actual results may differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and accounts receivable. We place our cash primarily in commercial checking accounts. Commercial bank balances may from time to time exceed federal insurance limits. However, the Company believes credit risk is low as the cash resides in large highly rated financial institutions. The Company has not experienced any losses in cash and accounts receivable for years ended December 31, 2021 and 2020, respectively. Inventory Inventory components include all raw materials, work-in-progress and finished goods. Cost is determined on a specific item or first-in/first-out basis. The cost of inventories comprises costs to purchase, costs incurred in bringing the inventories to their present location and condition, and costs incurred in the manufacturing process including labor and overhead. Inventory is valued at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. On a quarterly basis, the Company evaluates the condition and age of inventories and makes provisions for slow moving inventories accordingly. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. The assets are depreciated by the straight-line method over the estimated useful lives of the related assets as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Number of years Furniture and office equipment 5 14 Machinery and equipment 3 7 Computers 2 3 Leasehold improvements shorter of useful life or the term of the lease When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation is removed from the accounts, and any resulting gain or loss is recognized in the consolidated statement of operations and comprehensive loss. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, then an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not record an impairment for long-lived assets during the years ended December 31, 2021 or 2020. In-Process Research and Development Assets and Goodwill The Company’s intangible assets determined to have indefinite useful lives including IPR&D and goodwill, are tested for impairment annually, or more frequently if events or circumstances indicate that the assets might be impaired. Such circumstances could include but are not limited to: (i) a significant adverse change in legal factors or in business climate, (ii) unanticipated competition, or (iii) an adverse action or assessment by a regulator. The Company has established August 31st as the date for its annual impairment test of IPR&D and goodwill. The IPR&D assets, which consist of 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 and 2020. 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. For the annual impairment test performed at August 31, 2021, 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%. For the annual impairment test performed at August 31, 2020, 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 6% to 17% Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. When evaluating goodwill for impairment, we may first perform an assessment qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value, referred to as a “step zero” approach. Subsequently (if necessary, after step zero), if the carrying value of a reporting unit exceeded its fair value an impairment would be recorded. We would perform our goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. There was no goodwill impairment determined as a result of the Company’s annual testing on August 31, 2021 and 2020. 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 and 2020. Other Intangible Assets The Company’s other intangible assets include patents with finite lives. These assets obtained are recorded at cost less accumulated amortization and any impairment losses. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives. Long-Term Debt The Company accounts for long-term debt under the provisions of ASC 470-20, Debt – Debt with conversion and other options (“ASC 470”). Conversion options are accounted for at intrinsic value and other options, including warrants, are accounted for based on the relative fair value of the warrants, long-term debt, and other options (including conversion options). Conversion and other options are accounted for in additional paid-in capital and result in a debt discount. Final payments or exit fees and debt issuance costs also result in a debt discount. The debt discount is being charged to interest expense, net of interest income in the consolidated statement of operations and comprehensive loss using the effective interest method over the term of the debt. Research and Development All costs of research and development are expensed as incurred. When preparing our financial statements, we are required to estimate our accrued research and development expenses. This process involves reviewing contracts and communicating with our personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual cost. Payments under some of the contracts we have with third parties depend on factors such as successful enrollment of certain numbers of patients, site initiation and the completion of clinical trial milestones. When accruing research and development expenses, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If possible, we obtain information regarding unbilled services directly from our service providers. However, we may be required to estimate the cost of these services based only on information available to us. If we underestimate or overestimate the cost associated with research and development services at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, our estimated accrued research and development expenses have approximated actual expense incurred. Government Grants Government grants are recognized in the consolidated statement of operations and comprehensive loss in the same period as the relevant expenses, in compliance with the agreement, as a reduction in the related expense or reduce the carrying value of the asset being acquired. Cash received from government grants related to deposits are recognized as deferred government grants, included in other current liabilities on the consolidated balance sheet, and recognized as the related deposit is used. CEPI Funding Agreement Cash received in advance from the CEPI Funding Agreement is included in cash on the 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 consolidated balance sheet, and recognized as a reduction in the related expense when incurred. As of December 31, 2021, the amount of cash received in advance from CEPI, not yet recognized as a reduction in expenses in the consolidated statement of operations but included in cash on the consolidated balance sheets, is $ 10,183 Revenue Recognition We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. The Company must use significant judgment to determine: a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract; b) the transaction price under step (iii) above; and c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price. The transaction price is allocated to each performance obligation on an estimated stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. Product Sales The Company recognizes revenue from product sales when obligations under the terms of the contract with the customer are satisfied; this occurs upon the transfer of control of the goods to the customers. Collaborative Arrangements The Company first evaluates license and/or collaboration arrangements to determine whether the arrangement (or part of the arrangement) represents a collaborative arrangement pursuant to Accounting Standards Codification (“ASC”) Topic 808, Collaborative Arrangements (“ASC 808”), based on the risks and rewards and activities of the parties pursuant to the contractual arrangement. The Company then determines if the collaborative arrangements are within the scope of ASC Topic 606, Revenue Recognition (“ASC 606”). Collaborative arrangements with partners which are within the scope of ASC 606 typically include payment to us of one or more of the following: (i) license fees; (ii) research and development services to be performed as part of the contract (“R&D services”) (iii) payments related to the achievement of developmental, regulatory, or commercial milestones; and (iv) royalties on net sales of licensed products. Collaborative arrangements (or elements within the contract that are deemed part of a collaborative arrangement) with partners which represent a collaborative relationship and not a customer relationship, are accounted for outside the scope of ASC Topic 606. License Fees If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. R&D Services The promises under the Company’s collaboration and license agreements generally include research and development services to be performed by the Company. For performance obligations that include research and development services, the Company generally recognizes revenue allocated to such performance obligations based on an appropriate measure of progress. The Company utilizes judgment to determine the appropriate method of measuring progress for purposes of recognizing revenue, which is generally an input measure such as costs incurred. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Royalties For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Employee Benefits The Company’s liability for severance pay for the employees of its subsidiary in Israel is calculated in accordance with Israeli law based on the most recent salary paid to employees and the length of employment in the Company. The Company records its obligation with respect to employee severance payments as if it were payable at each balance sheet date. Obligations for employee benefits are recognized as a component of operating expenses in the consolidated statement of operations and comprehensive loss in the periods during which services are rendered by employees. Income Taxes Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates which will be in effect when the differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax asset will be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The benefit is measured as the largest amount that is more likely than not to be realized upon ultimate settlement. The Company does not have any uncertain tax positions or accrued penalties and interest as of December 31, 2021 and 2020. If such matters were to arise, the Company would recognize interest and penalties related to income tax matters in income tax expense. The Company’s claim for Scientific Research and Experimental Development (“SR&ED”) deductions for income tax purposes are based upon management’s interpretation of the applicable legislation in the Income Tax Act (Canada). These amounts are subject to review and acceptance by the Canada Revenue Agency and may be subject to adjustment. Fair Value Measurements of Financial Instruments Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The accounting guidance outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. Level 3 — Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. Financial instruments recognized in the consolidated balance sheet consist of cash, 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 long-term financial assets approximate their respective fair values. The fair value of our outstanding debt, including the current portion, is estimated to be approximately $ 30,406 20,117 Loss Per Share Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares outstanding after giving effect to the impact of all potentially dilutive potential shares. There was no dilutive effect on the earnings per share for all periods presented. Leases The Company determines if an arrangement is a lease at inception. For the Company’s operating leases, the right-of-use (“ROU”) assets represents the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Since the Company’s lease agreements do not provide an implicit rate, the Company estimated an incremental borrowing rate in determining the present value of its lease payments. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as operating costs and property taxes are expensed as incurred. Stock-Based Compensation The Company accounts for share-based awards to employees and directors in accordance with the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”). Under ASC 718, share-based awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The Company values its stock options using the Black-Scholes option pricing model. The Company accounts for forfeitures when they occur. The Company accounts for share-based payments to non-employees issued in exchange for services based upon the fair value of the equity instruments issued. Compensation expense for stock options issued to non-employees is calculated using the Black-Scholes option pricing model and is recorded over the service performance period. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | 3. NEW ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Standards 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. On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method of transition through a cumulative-effect adjustment to opening accumulated deficit under which comparative financial information will not be restated and continue to apply the provisions of ASC 470 before the adoption of ASU 2020-06. The new guidance eliminated the beneficial conversion feature accounting model required for convertible debt. Our conversion option that was previously bifurcated and recorded as a debt discount and additional paid-in capital has now been combined as a single instrument classified as a liability. Based on the Company’s preliminary assessment of the adoption of this ASU, on January 1, 2022, the Company eliminated the beneficial conversion feature from additional paid-in capital of approximately $ 2,700 2,000 700 |
INVENTORY, NET
INVENTORY, NET | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY, NET | 4. INVENTORY, NET Inventory is stated at the lower of cost or market and consists of the following: SCHEDULE OF INVENTORY 2021 2020 Finished goods $ - $ - Work-in-process 645 390 Raw materials 1,931 1,762 Inventory, net $ 2,576 $ 2,152 The Company recorded a provision of approximately $ 174 1,015 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 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 2021 2020 Government receivables $ 1,438 $ 7,830 Other current assets 2,195 1,312 Total other current assets $ 3,633 $ 9,142 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT 2021 Cost Accumulated Net Book Machinery and equipment $ 5,951 $ (2,463 ) $ 3,488 Furniture and office equipment 290 (80 ) 210 Computer equipment and software 846 (505 ) 341 Leasehold improvements 8,909 (1,911 ) 6,998 $ 15,996 $ (4,959 ) $ 11,037 2020 Cost Accumulated Net Book Machinery and equipment $ 5,352 $ (1,795 ) $ 3,557 Furniture and office equipment 218 (64 ) 154 Computer equipment and software 590 (428 ) 162 Leasehold improvements 8,171 (1,323 ) 6,848 $ 14,331 $ (3,610 ) $ 10,721 Depreciation expense for the years ended December 31, 2021, and 2020 was $ 1,768 1,588 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 7. INTANGIBLE ASSETS AND GOODWILL SCHEDULE OF INDEFINITE LIVED INTANGIBLE ASSETS INCLUDING CUMULATIVE IMPAIRMENT AND CURRENCY TRANSLATION 2021 Gross Carrying Amount Accumulated Cumulative Cumulative Currency Translation Net Book Value License $ 669 $ (660 ) $ - $ 47 $ 56 IPR&D assets 61,500 - (300 ) 835 62,035 $ 62,169 $ (660 ) $ (300 ) $ 882 $ 62,091 2020 Gross Accumulated Cumulative Cumulative Net Book License $ 669 $ (590 ) $ - $ 44 $ 123 IPR&D assets 61,500 - (300 ) 833 62,033 $ 62,169 $ (590 ) $ (300 ) $ 877 $ 62,156 The license is held in Israel at SciVac. Amortization expenses for the years ended December 31, 2021 and 2020 amounted to $ 67 64 66 The IPR&D assets are in VBI Cda and the change in carrying value for IPR&D assets from December 31, 2020 relates to currency translation adjustments which increased by $ 2 1,455 SCHEDULE OF GOODWILL 2021 Gross Carrying Amount Cumulative Impairment Charge Cumulative Currency Translation Net Book Value Goodwill $ 8,714 $ (6,292 ) $ (161 ) $ 2,261 2020 Gross Cumulative Cumulative Net Book Goodwill $ 8,714 $ (6,292 ) $ (161 ) $ 2,261 The goodwill is in VBI Cda and the change in carrying value from December 31, 2020 relates to currency translation adjustments which increased goodwill by $ 0 53 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | 8. OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES 2021 2020 Accrued research and development expenses (including clinical trial accrued expenses) $ 8,196 $ 5,842 Accrued professional fees 2,294 1,547 Payroll and employee-related costs 4,805 3,844 Deferred funding 10,183 - Other current liabilities 1,463 1,182 Total other current liabilities $ 26,941 $ 12,415 |
LOSS PER SHARE OF COMMON SHARES
LOSS PER SHARE OF COMMON SHARES | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE OF COMMON SHARES | 9. LOSS PER SHARE OF COMMON SHARES Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common shares outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as warrants, and stock options, which would result in the issuance of incremental shares of common shares unless such effect is anti-dilutive. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remained the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. These potentially dilutive securities are more fully described in Note 12, Stockholders’ Equity and Additional Paid-in Capital. The following potentially dilutive securities outstanding at December 31, 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 2021 2020 Warrants 1,384,469 3,197,666 Stock options and unvested stock awards 18,573,708 12,636,897 K2 conversion feature 1,369,863 2,739,726 21,328,040 18,574,289 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 10. LONG-TERM DEBT SCHEDULE OF LONG-TERM DEBT 2021 2020 Long-term debt, net of debt discount of $ 3,783 5,061 $ 28,441 $ 16,329 Less: current portion, net of debt discount of $ 0 0 - - Long-term debt $ 28,441 $ 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 1.52 2,577 1,021 6.95 1,390 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 $ 20 150 834 6.95 The Company accounted for the First Amendment as a debt modification and as a result the debt discount was increased by $ 1,721 867 834 20 The total principal amount of the loan under the Loan Agreement, as amended by the First Amendment, outstanding at December 31, 2021, including the $ 2,224 32,224 8.25 5.00 7.75 4.50 8.25 7.75 January 1, 2023 30,000 15.33 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. Approximately $ 14,500 June 30, 2020 84 On May 6, 2016, the Company through VBI US assumed a term loan facility with Perceptive Credit Holdings, LP, a related party, (“Perceptive”) in the amount of $ 6,000 13,200 1,800 363,771 4.13 1,341,282 3.355 $2,793 360 300 3,453 On July 17, 2018, the Company amended the Amended Credit Facility (the “Second Amendment”) to extend the period the Company is required to pay only the interest on the loan from May 31, 2018 to December 31, 2018 and to extend the expiration date of certain warrants to purchase 363,771 386 On January 31, 2019, the Company further amended the Amended Credit Facility (the “Third Amendment”) to i) extend the period the Company is required to pay only the interest on the loan from December 31, 2018 to January 31, 2020, ii) extend the maturity of the term loan to June 30, 2020, and iii) reduce the exercise price on certain warrants to purchase common shares issued to Perceptive to $ 2.75 4.13 363,771 363,771 3.355 1,341,282 179 As of December 31, 2021 and 2020, the total debt discount related to the Loan Agreement with K2 HealthVentures LLC was $ 7,890 and $ 6,169 , respectively. As of December 31, 2021, and 2020 the unamortized debt discount was $ 3,783 and $ 5,061 , respectively. The debt discount is being charged to interest expense, net of interest income in the consolidated statement of operations and comprehensive loss using the effective interest method over the term of the debt. Interest expense, net of interest income recorded for the year ended December 31, 2021 and 2020 was as follows: SCHEDULE OF INTEREST EXPENSE 2021 2020 Interest expense $ 2,105 $ 1,752 Amortization of debt discount 2,999 1,569 Interest income (372 ) (613 ) Total interest expense, net of interest income $ 4,732 $ 2,708 During the year ended December 31, 2021, the Company amortized $ 2,999 1,161 1,838 Interest expense and amortization of debt discount for the year ended December 31, 2020 includes $ 723 461 The following table summarizes the future payments that the Company expects to make for long-term debt: SCHEDULE OF FUTURE PRINCIPAL OF LONG-TERM DEBT Principal 2022 $ - 2023 19,573 2024 12,651 Total $ 32,224 |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS | 11. EMPLOYEE BENEFITS Defined Contribution Plan The Company operates a defined contribution retirement benefit plan for all qualifying employees in accordance with corresponding federal and state/provincial law. Effective May 1, 2021, for VBI DE and VBI Cda employees, the respective companies contribute up to 3 50 1.5 25 110 For qualifying employees in Israel, under Israeli law, the assets of the plan are held separately from those of the Company, in funds under the control of trustees. The total expense recognized for the years ended December 31, 2021 and 2020 was $ 352 292 Liability for Severance Pay Israel’s labor laws and the Law “severance pay, 1963” (the “Law”), require the Company to pay severance pay to employees during dismissal, disability and retirement. Legal retirement age under Israeli labor laws is currently 64 for women and 67 for men. Thus, under the plan, an employee who was employed by the Company for at least one year (and in the circumstances defined by the law) and was involuntarily terminated by the Company after the said period is entitled to severance pay. The rate of compensation listed in the Law is the employee’s final monthly salary for each year of employment. Under the program, the Company is obligated to deposit amounts at the rate fixed by Law (since January 1, 2008), to ensure the accrual of such a severance pay due to the employee as described above. The rate required by law is 8.33 Included in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021 is $ 16 |
STOCKHOLDERS_ EQUITY AND ADDITI
STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL | 12. STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL Authorized We have an unlimited number of common shares authorized without par value. Common Shares Issuances 2021 common shares issuances were as follows: i. On February 3, 2021, the Company issued 1,369,863 ii. On June 9, 2021, the Company issued 646,257 iii. During the year ended December 31, 2021, as part of the ATM Program, the Company issued 9,135,632 33,293 3.64 1,117 iv. During the year ended December 31, 2021, the Company issued 56,873 1.50 85 vi. During the fourth quarter of the year ended December 31, 2021, the Company issued 2,638 1.66 4 2020 common shares issuances were as follows: i. On March 6, 2020, the Company issued 118,471 ii. On April 24, 2020, the Company closed an underwritten public offering of 52,272,726 1.10 57,500 3,606 iii. On July 21, 2020, the Company issued 550,000 3.34 1,837 iv. On August 11, 2020, the Company issued 750 1.64 1 v. During the second half of the year ended December 31, 2020, as part of the Open Market Sale Agreement with Jefferies, the Company issued 15,638,706 64,685 4.14 2,101 vi. During the fourth quarter of the year ended December 31, 2020, the Company issued 201,158 1.50 302 Stock Option Plans The Company’s stock option plans are approved by and administered by the Board and its Compensation Committee. The Board designates, in connection with recommendations from the Compensation Committee, eligible participants to be included under the plan, and designates the number of options, exercise price and vesting period of the new options. 2006 VBI US Stock Option Plan The 2006 VBI US Stock Option Plan (the “2006 Plan”), was approved by and was previously administered by the VBI US board of directors which designated eligible participants to be included under the 2006 Plan, and designated the number of options, exercise price and vesting period of the new options. The 2006 Plan was not approved by the stockholders of VBI US. The 2006 Plan was superseded by the 2014 Plan (as defined below) following the PLCC Merger and no further options will be issued under the 2006 Plan. As of December 31, 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 December 31, 2021, there were 521,242 2016 VBI Equity Incentive Plan The 2016 Plan, as amended, 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 17,023,324 39,329 The principal features of the 2016 Plan are as follows: Eligible Participants Eligible participants include individuals employed (including services as a director) by the Company or its affiliates, including a service provider, who, by the nature of his or her position or job is, in the opinion of the Board, in a position to contribute to the success of the Company (“Eligible Persons”). Reservation of Shares The aggregate number of common Shares reserved for issuance to any one participant under the 2016 Plan, together with all other security-based compensation arrangements must not exceed 5% of the total number of issued and outstanding common shares on a non-diluted basis. The maximum number of common shares (a) issued to insiders within any one-year period; and (b) issuable to insiders at any time, under the 2016 Plan, when combined with all of the Company’s other security-based compensation arrangements, must not exceed 10 The aggregate number of common shares remaining available for issuance for awards under the 2016 Plan totaled 5,832,119 at December 31, 2021. The source of common shares issued under the various stock option plans are new common shares. Options and Stock Appreciation Rights The Company may grant options to Eligible Persons on such terms and conditions consistent with the 2016 Plan. The exercise price for an option must not be less than 100% of the “market price,” as that term is defined in the 2016 Plan, based on the trading price per common share, on the date of grant of such option. With respect to SARs attached to an option, which allows the holder, upon vesting of the option and Tandem SAR, to choose to exercise the stock appreciation right or to exercise the option, the exercise price is the exercise price applicable to the option (as explained above) to which the Tandem SAR relates, subject to adjustment provisions under the 2016 Plan. For stand-alone SARs, a SAR that is granted without reference to any related Company options, the base price must not be less than 100% of the market price on the date of grant of such Stand-Alone SAR. Stock appreciation rights (and in the case of Tandem SARs, the related options) will be settled by payment in cash or common shares or a combination thereof, with an aggregate value equal to the product of (a) the excess of the market price on the date of exercise over the exercise price or base price under the applicable stock appreciation right, multiplied by (b) the number of stock appreciation rights exercised or settled. The Company has not issued any SARs under the 2016 Plan at December 31, 2021 and 2020. Under the 2016 Plan unless otherwise designated by the Board of Directors, 25 10 Upon a participant’s termination of employment due to death, or in the case of disability: (a) the outstanding options that were granted prior to the year that includes the participant’s death or disability that have not become vested prior to such date will continue to vest and, upon vesting, be exercisable during the 36-month period following such date; and (b) the outstanding options that have become vested prior to the participant’s death or disability will continue to be exercisable during the 36-month period following such date. In the case of a participant’s termination of employment or contract for services without cause: (a) the outstanding options that have not become vested prior to the participant’s termination will continue to vest and, upon vesting, be exercisable during the 120-day period following such date; and (b) the outstanding options that have become vested prior to the participant’s termination will continue to be exercisable during the 120-day period following such date. In the case of a participant’s termination due to resignation (including voluntary withdrawal of services by a non-employee participant): (a) the outstanding options that have not become vested prior to the date of notice of resignation will be forfeited and cancelled as of such date; and (b) the outstanding options that have become vested prior to the date of notice of resignation will continue to be exercisable during the 90-day period following such date. In the case of a participant’s termination of employment or contract for services for cause, any and all then outstanding unvested options granted to such participant will be immediately forfeited and cancelled, without any consideration therefor, as of the date such notice of termination is given. Share Units The Board of Directors may grant share units, which include RSUs and PSUs, to Eligible Persons on such terms and conditions consistent with the 2016 Plan. The Board will determine the grant value and the valuation date for each grant of share units. The number of share units to be covered by each grant will be determined by dividing the grant value for such grant by the market value of a common share as of the valuation date, rounded up to the next whole number. Share units subject to a grant will vest as specified in the grant agreement governing such grant, provided that the participant is employed on the relevant vesting date. RSUs and PSUs will be settled upon, or as soon as reasonably practicable following the vesting thereof, subject to the terms of the grant agreement. In all events, RSUs and PSUs will be settled on or before the earlier of the 90 th th If and when cash dividends are paid with respect to common shares to shareholders of record during the period from the grant date to the date of settlement of the RSUs or PSUs, a number of dividend equivalent RSUs or PSUs, as applicable, will be credited to the share unit account of such participant. In the event a participant’s employment is terminated due to resignation, share units that have not vested prior to the date of resignation will not vest and all such common shares will be forfeited immediately. In the case of a participant’s termination due to death, or in the case of disability, all share units granted prior to the year that includes the participant’s death or disability, that have not vested prior to the participant’s death or disability will vest at the end of the vesting period and in the case of PSUs, subject to the achievement of applicable performance conditions and the adjustment of the number of PSUs that vest to reflect the extent to which such performance conditions were achieved. In the event a participant’s employment or contract for services is terminated without cause, prior to the end of a vesting period relating to such participant’s grant, the number of RSUs or PSUs, respectively, as determined by their respective formula set out in the 2016 Plan will become vested at the end of the vesting period. In the event a participant’s employment is terminated for cause, share units that have not vested prior to the date of the termination for cause will not vest and all such share units will be forfeited immediately. Restricted Stock Restricted stock means common shares that are subject to restrictions on such participant’s free enjoyment of the common shares granted, as determined by the Board. Notwithstanding the restrictions, the participant will receive dividends paid on the restricted stock, will receive proceeds of the restricted stock in the event of any change in the common shares and will be entitled to vote the restricted stock during the restriction period. The participant will not have rights to sell, transfer or assign, or otherwise dispose of the shares of restricted stock or any interest therein while the restrictions remain in effect. Grants of restricted stock will be forfeited if the applicable restriction does not lapse prior to such date or occurrence of such event or the satisfaction of such other criteria as is specified in the grant agreement. No restricted stock has been issued through December 31, 2021. Stock-Based Compensation Expense The table below provides information, as of December 31, 2021, regarding the 2006 Plan, the 2014 Plan and the 2016 Plan under which our equity securities are authorized for issuance to officers, directors, employees, consultants, independent contractors and advisors. SCHEDULE OF STOCK OPTIONS OUTSTANDING UNDER DIFFERENT PLANS Plan Category Number of securities to be issued upon exercise/vesting of outstanding awards Weighted average exercise price 2006 Plan 989,813 $ 4.02 2014 Plan 521,242 $ 5.09 2016 Plan 17,062,653 $ 2.47 Total 18,573,708 $ 2.63 Activity related to stock options is as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Stock Options Weighted Average Exercise Price Balance outstanding at December 31, 2019 6,471,708 $ 2.79 Granted 6,075,900 $ 1.95 Exercised (750 ) $ 1.64 Forfeited (39,317 ) $ 2.59 Balance outstanding at December 31, 2020 12,507,541 $ 2.38 Granted 6,215,000 $ 3.15 Exercised (2,638 ) $ 1.66 Forfeited (185,524 ) $ 3.09 Balance outstanding at December 31, 2021 18,534,379 $ 2.63 Exercisable at December 31, 2021 10,053,876 $ 2.49 SCHEDULE OF EXERCISE PRICE RANGE STOCK OPTIONS OUTSTANDING AND EXERCISABLE Outstanding Exercisable Exercise Price Number Of Options Weighted Average Remaining Life (Years) Number Of Options Weighted Average Exercise Price $ 0.00 – 1.49 3,430,000 8.08 2,177,497 $ 1.42 $ 1.50 – 2.49 4,424,998 6.68 3,980,511 $ $ 2.50 – 3.49 8,071,650 8.79 1,350,477 $ 3.01 $ 3.50 4.49 1,916,742 4.84 1,854,402 4.15 $ 4.50 + 690,989 3.29 690,989 $ 5.01 18,534,379 7.54 10,053,876 $ 2.49 The weighted average remaining contractual life of exercisable options was years 6.50 6.98 Information relating to restricted stock units is as follow: SCHEDULE OF RESTRICTED STOCK UNITS Number of Weighted Unvested shares outstanding at December 31, 2019 157,997 2.77 Granted 125,000 $ 1.46 Vested (140,167 ) $ 2.79 Forfeited (13,474 ) $ 1.53 Unvested shares outstanding at December 31, 2020 129,356 $ 1.62 Vested (81,135 ) $ 1.70 Forfeited (8,892 ) $ 1.50 Unvested shares outstanding at December 31, 2021 39,329 $ 1.47 The intrinsic value of outstanding options at December 31, 2021 was $ 6,029,282 (the intrinsic value of vested options was $ 4,585,494 and the intrinsic value of those expected to vest was $ 1,443,788 ). The fair value of the vested RSU’s was $ 137 for the year ended December 31, 2021. There were 2,638 options exercised for the year ended December 31, 2021 and the intrinsic value of exercised options was $ 4 for the year ended December 31, 2021. There were 750 options exercised for the year ended December 31, 2020 and the intrinsic value of exercised options was $ 2 for the year ended December 31, 2020. 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 96.87 % 91.59 % Risk free interest rate 0.59 % 1.19 % Expected term in years 5.85 5.81 Expected dividend yield 0.00 % 0.00 % Weighted average fair value per option $ 2.40 $ 1.42 The volatility was based on the Company’s recent historic volatility since May 6, 2016. The risk-free rate was based on rates provided by the United States Treasury with a term equal to the expected life of the option. The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded. As a result, the Company uses the simplified method to determine the expected term of stock options whereby the expected term equals the average between the vesting period and the contractual life. The fair value of the options is recognized as an expense on a straight-line basis over the vesting period, forfeitures are accounted for when they occur. The total stock-based compensation expense recorded in the years ended December 31, was as follows: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE 2021 2020 Research and development $ 1,839 $ 1,088 General and administration 7,697 4,143 Cost of revenue 92 56 Total stock-based compensation expense $ 9,628 $ 5,287 There is $ 13,700 1.88 Warrants In April 2020, the Company engaged National to provide financial advisory services in connection with the April 2020 underwritten public offering, discussed above. As consideration for such services, the Company issued to National or its designees warrants to purchase up to an aggregate of 705,000 1.50 On May 22, 2020, in connection with the Loan Agreement, as described in Note 10, the Company issued a warrant, the K2 Warrant, to purchase up to an aggregate of 625,000 May 22, 2030 1.12 On July 21, 2020, the Company issued 550,000 3.34 1,837 During the fourth quarter of the year ended December 31, 2020, the Company issued 201,158 1.50 302 On May 17, 2021, in connection with the First Amendment, as described in Note 10, the Company issued the Lenders the Restated K2 Warrant to purchase an additional 312,500 937,500 1.12 On June 9, 2021, the Company issued 646,257 2,068,824 During the year ended December 31, 2021, the Company issued 56,873 1.50 85 The value attributed to the K2 Warrant were based on the Black-Scholes option pricing model by applying the following assumptions: SCHEDULE OF FAIR VALUE OF WARRANTS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS 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 Warrants Weighted Average Balance outstanding at December 31, 2019 2,618,824 $ 2.87 Issued 1,330,000 $ 1.32 Exercised (751,158 ) $ 2.85 Balance outstanding at December 31, 2020 3,197,666 $ 2.23 Issued 312,500 $ 1.12 Exercised (2,125,697 ) $ 2.72 Balance outstanding at December 31, 2021 1,384,469 $ 1.24 |
REVENUE AND DEFERRED REVENUE
REVENUE AND DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE AND DEFERRED REVENUE | 13. REVENUE AND DEFERRED REVENUE Revenue comprises of the following: SCHEDULE OF REVENUE COMPRISED 2021 2020 Product revenue $ 262 $ 283 R&D Service revenue 369 778 $ 631 $ 1,061 Cost of revenues for the year ended December 31, 2021 for product revenue and R&D services revenue is $ 10,475 and $ 295 , respectively. Cost of revenues for the year ended December 31, 2020 for product revenue and R&D services revenue is $ 8,692 and $ 476 , respectively. The following table presents revenue expected to be recognized in the future related to performance obligations, based on current estimates, that are unsatisfied at December 31, 2021: SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS Total 2022 2023 and thereafter Product revenue $ 469 $ - $ 469 R&D Service revenue 2,334 526 1,808 Total $ 2,803 $ 526 $ 2,277 The following table presents changes in the deferred revenue balance for the year ended December 31, 2021: SUMMARY OF CHANGES IN DEFERRED REVENUE Balance at December 31, 2020 $ 3,104 Amounts received in 2021 - Recognition of deferred revenue (306 ) Currency translation 5 Balance at December 31, 2021 $ 2,803 Short Term $ 526 Long Term $ 2,277 Collaboration and License Agreement – Brii Bio On December 4, 2018, the Company entered into a Collaboration and License Agreement with Brii Biosciences Limited (“Brii Bio”) (the “License Agreement”), amended on April 8, 2021, whereby: ● the Company and Brii Bio agreed to collaborate on the development of a HBV recombinant protein-based immunotherapeutic in the licensed territory, which consists of China, Hong Kong, Taiwan and Macau (collectively, the “Licensed Territory”), and to conduct a Phase II collaboration clinical trial for the purpose of comparing VBI-2601 (BRII-179), which is a recombinant protein-based immunotherapeutic developed by VBI for use in treating chronic HBV, with a novel composition developed jointly with Brii Bio (either being the “Licensed Product”); ● the Company granted Brii Bio an exclusive royalty-bearing license to perform studies, and regulatory and other activities, as may be required to obtain and maintain marketing approval of the Licensed Product, for the treatment of HBV in the Licensed Territory and to commercialize and the Licensed Product for the diagnosis and treatment of chronic HBV in the Licensed Territory On December 20, 2021, the Company and Brii Bio amended the License Agreement (the “Second Amendment”) whereby: ● the Company and Brii Bio agreed to conduct an additional Phase II combination clinical trial of VBI-2601 (BRII-179), both with and without IFN-α, and BRII-835 (VIR-2218) (“Combo Clinical Trial”); and ● Brii Bio granted the Company a non-exclusive royalty free license under the Brii Bio technology arising from the data generated in the Combo Clinical Trial solely for use in the development, manufacture or commercialization of the Licensed Product in combination with an siRNA in the countries of the world other than the Licensed Territory. Pursuant to the License Agreement, as amended, the Company is responsible for the R&D Services and Brii Bio is responsible for costs relating to the clinical trials for the Licensed Territory. The initial consideration of the License Agreement consisted of an $ 11,000 2,295,082 3,626 7,374 4,737 2,637 There was no additional consideration contemplated in the Second Amendment. In addition, the Company is also eligible to receive an additional $ 117,500 On December 4, 2018, the Company recognized the VBI-2601 (BRII-179) license when it was granted as it was determined to be distinct and Brii Bio was able to use and benefit from the license. The R&D Services will be satisfied over time as services are rendered using the “cost-to-cost” input method as this method represents the most accurate depiction of the transfer of services based on the types of costs expected to be incurred. As of December 31, 2021, R&D services related to Brii Bio that remain unsatisfied are $ 2,134 2,803 Upon termination of the License Agreement prior to the end of the term, there is no obligation for refund and any amounts in deferred revenue related to unsatisfied performance obligations will be immediately recognized. |
COLLABORATIVE ARRANGEMENTS
COLLABORATIVE ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COLLABORATIVE ARRANGEMENTS | 14. COLLABORATIVE 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; costs for the year ended December 31, 2021 and 2020 are $ 504 669 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, the Company 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, the Company 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, the Company 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. On November 15, 2021, we signed a fourth amendment to the collaboration agreement with the NRC to further broaden the scope to include additional animal studies and PRNT analysis for our vaccine candidate against the Beta variant of SARS-CoV-2. On February 8, 2022, we signed a fifth amendment to the collaboration agreement with the NRC to further broaden the scope to include additional assays of new variants against SARS-CoV-2. The expiry date of the collaboration agreement, as amended, is October 31, 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 year ended December 31, 2021 and 2020 are $ 1,152 454 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 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 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 and General and Administrative expenses; costs for the year ended December 31, 2021 are $ 8,240 18,363 10,183 Brii Biosciences Limited On December 4, 2018, the Company entered into a License Agreement with Brii Bio, as described in Note 13. As described in Note 13, the Company and Brii Bio entered into the Second Amendment on December 20, 2021. The Combo Clinical Trial collaboration 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 Combo Clinical Trial collaboration will be expensed as incurred in Research and Development expenses; costs for the year ended December 31, 2021 were de minimis. |
GOVERNMENT GRANTS
GOVERNMENT GRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Government Grants | |
GOVERNMENT GRANTS | 15. GOVERNMENT GRANTS 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 Costs associated with the contribution agreement are expensed as incurred in Research and Development expenses. For the year ended December 31, 2021 and 2020, the Company recognized $ 273 449 44 312 Strategic Innovation Fund (“SIF”) Costs associated with the contribution agreement are expensed as incurred in Research and Development expenses and overhead charges are included in General and Administrative. 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 to support the development of the Company’s coronavirus vaccine program, through Phase II clinical studies, for a period commencing on April 15, 2020 and ending on or before the last day of the first quarter of 2022, however discussions are underway to extend the term. For the year ended December 31, 2021 and 2020, the Company recognized $ 7,248 and $ 2,812 , respectively, as a reduction in expenses. As of December 31, 2021 and 2020, the Company had $ 947 and $ 512 , respectively, recorded as deferred government grants, recorded in other current liabilities on the consolidated balance sheet. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES Components of the Company’s loss from continuing operations before income taxes are as follows: SCHEDULE OF LOSS BEFORE INCOME TAX 2021 2020 United States $ (1,870 ) $ (8,343 ) Canada (30,002 ) (16,480 ) Israel (37,881 ) (21,407 ) Total $ (69,753 ) $ (46,230 ) The Company operates in United States, Israel and Canadian tax jurisdictions. Its income is subject to varying rates of tax, and losses incurred in one jurisdiction cannot be used to offset income taxes payable in another. A reconciliation of the income tax rate with the Company’s effective tax rate and income tax expense are as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Loss before income taxes $ (69,753 ) $ (46,230 ) Canadian statutory tax rate 26.50 % 26.50 % Expected benefit of income tax (18,485 ) (12,251 ) Research and development tax credits - (188 ) Change in valuation allowance* 19,099 15,094 Difference between Canadian and foreign tax rates 1,313 663 Stock based compensation 2,387 792 Foreign exchange translation (4,574 ) ( 2,366 ) Permanent statutory to GAAP difference 480 (1,272 ) Other (220 ) ( 472 ) Income tax expense $ - $ - * A portion of the change in valuation allowance is recognized in equity, therefore the overall change in the valuation allowance will not equal the amount recognized in tax expense. For 2021 the Canadian statutory income tax rate of approximately 26.50 15 11.5 23 The Deferred tax asset (liability) consisted of the following: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Deferred tax assets (liabilities): Net operating losses $ 86,397 $ 70,472 Research and development tax credits 14,102 11,163 Property and equipment 1,050 641 Reserves and other 1,996 1,603 Intangible assets (16,454 ) (16,471 ) Allowable capital losses 56 - Debt obligations (1,757 ) (1,531 ) Deferred financing costs 1,779 2,348 Net deferred tax assets 87,169 68,225 Less: valuation allowance (87,169 ) (68,225 ) Net deferred tax assets (liabilities) $ - $ - As of December 31, 2021 and 2020, the Company had United States federal net operating loss carryovers (“NOLs”) of approximately $ 53,968 54,007 29,000 50 As of December 31, 2021, the Company also had Canadian net operating loss carryovers of approximately $ 84,491 69,292 expire beginning in 2024 As of December 31, 2021 and 2020, the Company had $ 5,868 5,867 As of December 31, 2021 and 2020, the Company had unclaimed research and development expenses in Canada of approximately $ 21,740 21,834 As of December 31, 2021 and 2020, the Company had $ 213 0 As of December 31, 2021 and 2020, the Company also had Israel net operating loss carryovers of approximately $ 214,186 162,411 As of December 31, 2021, the Company had NOLs aggregating approximately $ 352,645 SCHEDULE OF NOL'S AVAILABLE TO REDUCE TAXABLE INCOME OF FUTURE YEARS United States Canada Israel Total 2024 $ - $ 476 $ - $ 476 2025 - 1,480 - 1,480 2026 10 3,732 - 3,742 2027 446 4,324 - 4,770 2028 718 1,674 - 2,392 2029 672 3,135 - 3,807 2030 2,556 1,015 - 3,571 2031 3,617 1,255 - 4,872 2032 2,962 - - 2,962 2033 3,126 1,467 - 4,593 2034 5,626 5,493 - 11,119 2035 4,661 1,651 - 6,312 2036 5,323 8,762 - 14,085 2037 6,017 9,848 - 15,865 2038 - 2,446 - 2,446 2039 - 7,785 - 7,785 2040 - 16,526 - 16,526 2041 - 13,422 - 13,422 No expiration 18,234 - 214,186 232,420 Total losses $ 53,968 $ 84,491 $ 214,186 $ 352,645 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES Licensing (a) In connection with the acquisition of the ePixis technology in 2011, VBI Cda also agreed to make certain contingent payments as follows: Upon the completion of a “Successful Technology Transfer”, as defined in the Sale and Purchase Agreement (“SPA”), to a contract manufacturing organization, VBI Cda paid € 102 110 The Company is committed to make further contingent payments pursuant to defined milestones in the SPA depending on whether there continue to exist any issued and valid claims on the acquired patents. Contingent payments include: ● Upon first approval in the United States or the European Union: € 500 1,000 ● Upon commercialization when cumulative net sales equals or exceeds: ○ € 25,000 750 1,500 ○ € 50,000 1,000 2,000 ● Upon commercialization by one or more sublicenses when cumulative net sales equals or exceeds: ○ € 25,000 375 750 ○ € 50,000 375 750 ○ € 75,000 500 1,000 ○ € 100,000 500 1,000 ○ VBI will be obligated to pay to the Sellers the balance still owing on the total € 3,500 50,000 100,000 The Company is further committed to pay all costs of protecting the patents and make contingent payments to the licensor of the acquired patents pursuant to defined milestones in an amendment to the related license agreement which include: royalty fees ranging between 0.75 1.75 50 1,000 5 25 During the year ended December 31, 2016, VBI Cda paid € 200 50 150 200 (b) The Company’s manufactured and marketed product, a 3-antigen HBV vaccine, is a recombinant trivalent HBV vaccine that is subject to a license agreement between Savient Pharmaceuticals Inc and SciGen Ltd., dated June 2014, as subsequently amended (“Ferring License Agreement”). Under the Ferring License Agreement the Company is committed to pay Ferring royalties equal to 7 % of net sales (as defined therein) of the HBsAg “Product” (as defined therein). Under an Assignment Agreement between FDS Pharm LLP and SciGen Ltd., dated February 14, 2012 (the “SciGen Assignment Agreement”), we are required to pay royalties to SciGen Ltd. equal to 5 % of net sales (as defined in the Ferring License Agreement) of Product. Royalty payments under the Ferring License Agreement of $ 18 20 Royalty payments under the SciGen Assignment Agreement of $ 13 14 In addition, the Company is committed to pay 30 Under the Ferring License Agreement and the SciGen Assignment Agreement, we originally were to pay royalties on a country-by-country basis until the date 10 years after the date of commencement of the first royalty year in respect of such country. In April 2019, we exercised our option to extend the Ferring License Agreement in respect of all the countries that still make up the territory for an additional 7 years by making a one-time payment to Ferring of $ 100 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 Sci-B-Vac discovered in July 2015; that Sci-B-Vac was approved for use in children and infants in Israel without sufficient evidence establishing its safety; that SciVac failed to provide accurate information about Sci-B-Vac to consumers; and that each child suffered side effects from the vaccine. The claim was filed together with a motion seeking approval of a class action on behalf of 428,000 children vaccinated with Sci-B-Vac in Israel from April 2011 and seeking damages in a total amount of NIS 1,879,500 ($ 604,341 ). The second claim is a civil action brought by two minors and their parents against SciVac and the Israel Ministry of Health alleging, among other things, that SciVac marketed an experimental, defective, hazardous or harmful vaccine; that Sci-B-Vac was marketed in Israel without sufficient evidence establishing its safety; and that Sci-B-Vac was produced and marketed in Israel without approval of a western regulatory body. The claim seeks damages for past and future losses and expenses as well as punitive damages. SciVac believes these matters to be without merit and intends to defend these claims vigorously. The District Court has accepted SciVac’s motion to suspend reaching a decision on the approval of the class action pending the determination of liability under the civil action. Preliminary hearings for the trial of the civil action began on January 15, 2020, 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. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | 18. LEASES The Company has entered into various non-cancelable lease agreements for its office, lab, and manufacturing facilities, which are classified as operating leases. During the year ended December 31, 2021, the Company terminated the existing office facility lease agreement in the United States and entered into a new non-cancellable lease agreement for office space, the terms which commenced on November 1, 2021 running through October 31, 2024. Our manufacturing facility lease agreement in Israel has been extended for 5 years with a term now ending 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. During the year ended December 31, 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, 2025 with an option to extend the term for two additional years and July 1, 2022 running through June 30, 2027 with an option to extend the term for five additional years. Options to extend are not recognized as part of the lease liabilities or recognized as right to use assets. There are no residual value guarantees, no variable lease payments, and no restrictions or covenants imposed by leases. The discount rate used in measuring the lease liabilities and right of use assets was determined by reviewing our incremental borrowing rate at the initial measurement date. SCHEDULE OF LEASE COST AND OTHER INFORMATION Lease cost: 2021 operating lease costs: $ 1,463 2020 operating lease costs: 1,231 Other information: Weighted average remaining lease term 2.96 Weighted average discount rate 12 % Operating lease costs are included in general and administrative expenses in the statement of operation and comprehensive loss. During the year ended December 31, 2021, the Company entered into new lease agreements and recognized a ROU asset of $ 3,248 . The following table summarizes future undiscounted cash payments reconciled to the lease liabilities: SUMMARY OF FUTURE UNDISCOUNTED CASH PAYMENTS RECONCILED TO LEASE LIABILITIES Year ending December 31 2022 $ 1,188 2023 1,057 2024 941 2025 483 2026 483 2027 40 Total $ 4,192 Effect of discounting (837 ) Total lease liability $ 3,355 Less: current portion 839 Long term lease liability $ 2,516 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 19. 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 2021 2020 Revenue in Israel $ 321 $ 284 Revenue in China/Hong Kong 306 724 Revenue in Europe 4 53 Total $ 631 $ 1,061 There was no For the year ended December 31, 2021, the Company had 3 customers that individually accounted for 12 26 49 For the year ended December 31, 2020, the Company had 3 customers that individually accounted for 68 10 10 Tangible long-lived assets (Property and equipment and right of use assets) attributed to geographic areas are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT AND OPERATING LEASE RIGHT OF USE ASSETS 2021 2020 Tangible long-lived assets in Israel $ 12,567 $ 10,998 Tangible long-lived assets in United States 1,273 644 Tangible long-lived assets in Canada (country of domicile) 541 633 Total $ 14,381 $ 12,275 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 20. RELATED PARTY TRANSACTIONS During the year ended December 31, 2019, the Company agreed to pay a car loan with an officer of the Company, as part of their compensation arrangement, for $ 56 , repayable over 3 years. The total amount of the car loan lease at December 31, 2021 and 2020, is $ 29 43 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 21. SUBSEQUENT EVENTS On January 27, 2022, the Company approved the grant of 4,960,000 stock options to existing employees and directors pursuant to the 2016 Plan. Options granted to directors’ vest monthly over 12 months. Options granted to employees vest 25% on the one-year anniversary of the grant date, with the remaining 75% vesting on a monthly basis over 24 January 27, 2032 . |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of VBI and its wholly owned subsidiaries, SciVac, SciVac HK, VBI DE, VBI US, VBI Cda, and VBI BV. Intercompany balances and transactions between the Company and its subsidiaries are eliminated in the consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash investments in interest-bearing accounts and term deposits which can readily be redeemed for cash or are issued for terms of three months or less from the date of acquisition. |
Short-Term Investments | Short-Term Investments Short-term investments consisted of redeemable short-term investments held with Schedule 1 Canadian banks for maturity terms greater than 3 months but less than a year from the date of acquisition. Short-term investments were initially classified as available for sale and were measured at fair value whereby unrealized holding gains or losses on these investments are reported in other comprehensive income or loss and accrued interest income was recognized in interest expense, net of interest income in the consolidated statement of operations and comprehensive loss. On September 30, 2020 we re-assessed the classification of our short-term investment and we determined that the short-term investment shall be classified as held to maturity. The transfer on September 30, 2020 occurred at fair value with the unrealized holding gains remaining in other comprehensive income or loss. Held to maturity short term investments are measured at amortized cost and the unrealized holding gains will be amortized over the remaining life of the security until April 2021. Our short-term investments, when classified as available for sale, were measured at fair value and considered level 2 in the fair value hierarchy. The fair value of the short-term investment was determined using the market approach method and the inputs include comparable market interest rates at September 30, 2020. |
Foreign Currency | Foreign Currency The functional and reporting currency of the Company is the United States dollar. Each of the Company’s subsidiaries determines its own respective functional currency, based on the primary economic environment that it operates in, and this currency is used to separately measure each entity’s financial position and operating results. Assets and liabilities of foreign operations with a different functional currency from that of the Company are translated at the closing rate at the end of each reporting period. Profit or loss items are translated at average exchange rates for all the relevant periods. All resulting translation differences are recognized as a component of other comprehensive loss /income. Foreign exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved, are included in operating results. |
Use of Estimates | Use of Estimates Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates made. We continually evaluate estimates used in the preparation of the consolidated financial statements for reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. The significant areas of estimation include revenue recognition, determining the deferred tax valuation allowance, estimating accrued research and development expenses, the inputs in determining the fair value of the in-process research and development (“IPR&D”) and goodwill as part of the annual impairment analysis and the inputs in determining the fair value of beneficial conversion features, equity-based awards and warrants issued. Actual results may differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and accounts receivable. We place our cash primarily in commercial checking accounts. Commercial bank balances may from time to time exceed federal insurance limits. However, the Company believes credit risk is low as the cash resides in large highly rated financial institutions. The Company has not experienced any losses in cash and accounts receivable for years ended December 31, 2021 and 2020, respectively. |
Inventory | Inventory Inventory components include all raw materials, work-in-progress and finished goods. Cost is determined on a specific item or first-in/first-out basis. The cost of inventories comprises costs to purchase, costs incurred in bringing the inventories to their present location and condition, and costs incurred in the manufacturing process including labor and overhead. Inventory is valued at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. On a quarterly basis, the Company evaluates the condition and age of inventories and makes provisions for slow moving inventories accordingly. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. The assets are depreciated by the straight-line method over the estimated useful lives of the related assets as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Number of years Furniture and office equipment 5 14 Machinery and equipment 3 7 Computers 2 3 Leasehold improvements shorter of useful life or the term of the lease When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation is removed from the accounts, and any resulting gain or loss is recognized in the consolidated statement of operations and comprehensive loss. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and betterments are capitalized. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and finite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, then an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not record an impairment for long-lived assets during the years ended December 31, 2021 or 2020. |
In-Process Research and Development Assets and Goodwill | In-Process Research and Development Assets and Goodwill The Company’s intangible assets determined to have indefinite useful lives including IPR&D and goodwill, are tested for impairment annually, or more frequently if events or circumstances indicate that the assets might be impaired. Such circumstances could include but are not limited to: (i) a significant adverse change in legal factors or in business climate, (ii) unanticipated competition, or (iii) an adverse action or assessment by a regulator. The Company has established August 31st as the date for its annual impairment test of IPR&D and goodwill. The IPR&D assets, which consist of 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 and 2020. 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. For the annual impairment test performed at August 31, 2021, 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%. For the annual impairment test performed at August 31, 2020, 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 6% to 17% Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. When evaluating goodwill for impairment, we may first perform an assessment qualitatively whether it is more likely than not that a reporting unit’s carrying amount exceeds its fair value, referred to as a “step zero” approach. Subsequently (if necessary, after step zero), if the carrying value of a reporting unit exceeded its fair value an impairment would be recorded. We would perform our goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. There was no goodwill impairment determined as a result of the Company’s annual testing on August 31, 2021 and 2020. 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 and 2020. |
Other Intangible Assets | Other Intangible Assets The Company’s other intangible assets include patents with finite lives. These assets obtained are recorded at cost less accumulated amortization and any impairment losses. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives. |
Long-Term Debt | Long-Term Debt The Company accounts for long-term debt under the provisions of ASC 470-20, Debt – Debt with conversion and other options (“ASC 470”). Conversion options are accounted for at intrinsic value and other options, including warrants, are accounted for based on the relative fair value of the warrants, long-term debt, and other options (including conversion options). Conversion and other options are accounted for in additional paid-in capital and result in a debt discount. Final payments or exit fees and debt issuance costs also result in a debt discount. The debt discount is being charged to interest expense, net of interest income in the consolidated statement of operations and comprehensive loss using the effective interest method over the term of the debt. |
Research and Development | Research and Development All costs of research and development are expensed as incurred. When preparing our financial statements, we are required to estimate our accrued research and development expenses. This process involves reviewing contracts and communicating with our personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual cost. Payments under some of the contracts we have with third parties depend on factors such as successful enrollment of certain numbers of patients, site initiation and the completion of clinical trial milestones. When accruing research and development expenses, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If possible, we obtain information regarding unbilled services directly from our service providers. However, we may be required to estimate the cost of these services based only on information available to us. If we underestimate or overestimate the cost associated with research and development services at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, our estimated accrued research and development expenses have approximated actual expense incurred. |
Government Grants | Government Grants Government grants are recognized in the consolidated statement of operations and comprehensive loss in the same period as the relevant expenses, in compliance with the agreement, as a reduction in the related expense or reduce the carrying value of the asset being acquired. Cash received from government grants related to deposits are recognized as deferred government grants, included in other current liabilities on the consolidated balance sheet, and recognized as the related deposit is used. |
CEPI Funding Agreement | CEPI Funding Agreement Cash received in advance from the CEPI Funding Agreement is included in cash on the 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 consolidated balance sheet, and recognized as a reduction in the related expense when incurred. As of December 31, 2021, the amount of cash received in advance from CEPI, not yet recognized as a reduction in expenses in the consolidated statement of operations but included in cash on the consolidated balance sheets, is $ 10,183 |
Revenue Recognition | Revenue Recognition We recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation(s). At contract inception, we assess the goods or services promised within each contract, assess whether each promised good or service is distinct and identify those that are performance obligations. The Company must use significant judgment to determine: a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract; b) the transaction price under step (iii) above; and c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above. The Company uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price. The transaction price is allocated to each performance obligation on an estimated stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. Product Sales The Company recognizes revenue from product sales when obligations under the terms of the contract with the customer are satisfied; this occurs upon the transfer of control of the goods to the customers. Collaborative Arrangements The Company first evaluates license and/or collaboration arrangements to determine whether the arrangement (or part of the arrangement) represents a collaborative arrangement pursuant to Accounting Standards Codification (“ASC”) Topic 808, Collaborative Arrangements (“ASC 808”), based on the risks and rewards and activities of the parties pursuant to the contractual arrangement. The Company then determines if the collaborative arrangements are within the scope of ASC Topic 606, Revenue Recognition (“ASC 606”). Collaborative arrangements with partners which are within the scope of ASC 606 typically include payment to us of one or more of the following: (i) license fees; (ii) research and development services to be performed as part of the contract (“R&D services”) (iii) payments related to the achievement of developmental, regulatory, or commercial milestones; and (iv) royalties on net sales of licensed products. Collaborative arrangements (or elements within the contract that are deemed part of a collaborative arrangement) with partners which represent a collaborative relationship and not a customer relationship, are accounted for outside the scope of ASC Topic 606. License Fees If a license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. R&D Services The promises under the Company’s collaboration and license agreements generally include research and development services to be performed by the Company. For performance obligations that include research and development services, the Company generally recognizes revenue allocated to such performance obligations based on an appropriate measure of progress. The Company utilizes judgment to determine the appropriate method of measuring progress for purposes of recognizing revenue, which is generally an input measure such as costs incurred. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Royalties For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. |
Employee Benefits | Employee Benefits The Company’s liability for severance pay for the employees of its subsidiary in Israel is calculated in accordance with Israeli law based on the most recent salary paid to employees and the length of employment in the Company. The Company records its obligation with respect to employee severance payments as if it were payable at each balance sheet date. Obligations for employee benefits are recognized as a component of operating expenses in the consolidated statement of operations and comprehensive loss in the periods during which services are rendered by employees. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates which will be in effect when the differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax asset will be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The benefit is measured as the largest amount that is more likely than not to be realized upon ultimate settlement. The Company does not have any uncertain tax positions or accrued penalties and interest as of December 31, 2021 and 2020. If such matters were to arise, the Company would recognize interest and penalties related to income tax matters in income tax expense. The Company’s claim for Scientific Research and Experimental Development (“SR&ED”) deductions for income tax purposes are based upon management’s interpretation of the applicable legislation in the Income Tax Act (Canada). These amounts are subject to review and acceptance by the Canada Revenue Agency and may be subject to adjustment. |
Fair Value Measurements of Financial Instruments | Fair Value Measurements of Financial Instruments Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The accounting guidance outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. Level 3 — Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. Financial instruments recognized in the consolidated balance sheet consist of cash, 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 long-term financial assets approximate their respective fair values. The fair value of our outstanding debt, including the current portion, is estimated to be approximately $ 30,406 20,117 |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares outstanding after giving effect to the impact of all potentially dilutive potential shares. There was no dilutive effect on the earnings per share for all periods presented. |
Leases | Leases The Company determines if an arrangement is a lease at inception. For the Company’s operating leases, the right-of-use (“ROU”) assets represents the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Since the Company’s lease agreements do not provide an implicit rate, the Company estimated an incremental borrowing rate in determining the present value of its lease payments. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as operating costs and property taxes are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based awards to employees and directors in accordance with the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”). Under ASC 718, share-based awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The Company values its stock options using the Black-Scholes option pricing model. The Company accounts for forfeitures when they occur. The Company accounts for share-based payments to non-employees issued in exchange for services based upon the fair value of the equity instruments issued. Compensation expense for stock options issued to non-employees is calculated using the Black-Scholes option pricing model and is recorded over the service performance period. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | The assets are depreciated by the straight-line method over the estimated useful lives of the related assets as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Number of years Furniture and office equipment 5 14 Machinery and equipment 3 7 Computers 2 3 Leasehold improvements shorter of useful life or the term of the lease |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory is stated at the lower of cost or market and consists of the following: SCHEDULE OF INVENTORY 2021 2020 Finished goods $ - $ - Work-in-process 645 390 Raw materials 1,931 1,762 Inventory, net $ 2,576 $ 2,152 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 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 2021 2020 Government receivables $ 1,438 $ 7,830 Other current assets 2,195 1,312 Total other current assets $ 3,633 $ 9,142 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT 2021 Cost Accumulated Net Book Machinery and equipment $ 5,951 $ (2,463 ) $ 3,488 Furniture and office equipment 290 (80 ) 210 Computer equipment and software 846 (505 ) 341 Leasehold improvements 8,909 (1,911 ) 6,998 $ 15,996 $ (4,959 ) $ 11,037 2020 Cost Accumulated Net Book Machinery and equipment $ 5,352 $ (1,795 ) $ 3,557 Furniture and office equipment 218 (64 ) 154 Computer equipment and software 590 (428 ) 162 Leasehold improvements 8,171 (1,323 ) 6,848 $ 14,331 $ (3,610 ) $ 10,721 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 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 2021 Gross Carrying Amount Accumulated Cumulative Cumulative Currency Translation Net Book Value License $ 669 $ (660 ) $ - $ 47 $ 56 IPR&D assets 61,500 - (300 ) 835 62,035 $ 62,169 $ (660 ) $ (300 ) $ 882 $ 62,091 2020 Gross Accumulated Cumulative Cumulative Net Book License $ 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 2021 Gross Carrying Amount Cumulative Impairment Charge Cumulative Currency Translation Net Book Value Goodwill $ 8,714 $ (6,292 ) $ (161 ) $ 2,261 2020 Gross Cumulative Cumulative Net Book Goodwill $ 8,714 $ (6,292 ) $ (161 ) $ 2,261 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | Other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES 2021 2020 Accrued research and development expenses (including clinical trial accrued expenses) $ 8,196 $ 5,842 Accrued professional fees 2,294 1,547 Payroll and employee-related costs 4,805 3,844 Deferred funding 10,183 - Other current liabilities 1,463 1,182 Total other current liabilities $ 26,941 $ 12,415 |
LOSS PER SHARE OF COMMON SHAR_2
LOSS PER SHARE OF COMMON SHARES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF ANTIDILUTIVE WEIGHTED AVERAGE SHARES OUTSTANDING | The following potentially dilutive securities outstanding at December 31, 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 2021 2020 Warrants 1,384,469 3,197,666 Stock options and unvested stock awards 18,573,708 12,636,897 K2 conversion feature 1,369,863 2,739,726 21,328,040 18,574,289 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG-TERM DEBT | SCHEDULE OF LONG-TERM DEBT 2021 2020 Long-term debt, net of debt discount of $ 3,783 5,061 $ 28,441 $ 16,329 Less: current portion, net of debt discount of $ 0 0 - - Long-term debt $ 28,441 $ 16,329 |
SCHEDULE OF INTEREST EXPENSE | Interest expense, net of interest income recorded for the year ended December 31, 2021 and 2020 was as follows: SCHEDULE OF INTEREST EXPENSE 2021 2020 Interest expense $ 2,105 $ 1,752 Amortization of debt discount 2,999 1,569 Interest income (372 ) (613 ) Total interest expense, net of interest income $ 4,732 $ 2,708 |
SCHEDULE OF FUTURE PRINCIPAL OF LONG-TERM DEBT | The following table summarizes the future payments that the Company expects to make for long-term debt: SCHEDULE OF FUTURE PRINCIPAL OF LONG-TERM DEBT Principal 2022 $ - 2023 19,573 2024 12,651 Total $ 32,224 |
STOCKHOLDERS_ EQUITY AND ADDI_2
STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS OUTSTANDING UNDER DIFFERENT PLANS | The table below provides information, as of December 31, 2021, regarding the 2006 Plan, the 2014 Plan and the 2016 Plan under which our equity securities are authorized for issuance to officers, directors, employees, consultants, independent contractors and advisors. SCHEDULE OF STOCK OPTIONS OUTSTANDING UNDER DIFFERENT PLANS Plan Category Number of securities to be issued upon exercise/vesting of outstanding awards Weighted average exercise price 2006 Plan 989,813 $ 4.02 2014 Plan 521,242 $ 5.09 2016 Plan 17,062,653 $ 2.47 Total 18,573,708 $ 2.63 |
SCHEDULE OF STOCK OPTIONS ACTIVITY | Activity related to stock options is as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Stock Options Weighted Average Exercise Price Balance outstanding at December 31, 2019 6,471,708 $ 2.79 Granted 6,075,900 $ 1.95 Exercised (750 ) $ 1.64 Forfeited (39,317 ) $ 2.59 Balance outstanding at December 31, 2020 12,507,541 $ 2.38 Granted 6,215,000 $ 3.15 Exercised (2,638 ) $ 1.66 Forfeited (185,524 ) $ 3.09 Balance outstanding at December 31, 2021 18,534,379 $ 2.63 Exercisable at December 31, 2021 10,053,876 $ 2.49 |
SCHEDULE OF EXERCISE PRICE RANGE STOCK OPTIONS OUTSTANDING AND EXERCISABLE | SCHEDULE OF EXERCISE PRICE RANGE STOCK OPTIONS OUTSTANDING AND EXERCISABLE Outstanding Exercisable Exercise Price Number Of Options Weighted Average Remaining Life (Years) Number Of Options Weighted Average Exercise Price $ 0.00 – 1.49 3,430,000 8.08 2,177,497 $ 1.42 $ 1.50 – 2.49 4,424,998 6.68 3,980,511 $ $ 2.50 – 3.49 8,071,650 8.79 1,350,477 $ 3.01 $ 3.50 4.49 1,916,742 4.84 1,854,402 4.15 $ 4.50 + 690,989 3.29 690,989 $ 5.01 18,534,379 7.54 10,053,876 $ 2.49 |
SCHEDULE OF RESTRICTED STOCK UNITS | Information relating to restricted stock units is as follow: SCHEDULE OF RESTRICTED STOCK UNITS Number of Weighted Unvested shares outstanding at December 31, 2019 157,997 2.77 Granted 125,000 $ 1.46 Vested (140,167 ) $ 2.79 Forfeited (13,474 ) $ 1.53 Unvested shares outstanding at December 31, 2020 129,356 $ 1.62 Vested (81,135 ) $ 1.70 Forfeited (8,892 ) $ 1.50 Unvested shares outstanding at December 31, 2021 39,329 $ 1.47 |
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 96.87 % 91.59 % Risk free interest rate 0.59 % 1.19 % Expected term in years 5.85 5.81 Expected dividend yield 0.00 % 0.00 % Weighted average fair value per option $ 2.40 $ 1.42 |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE | The total stock-based compensation expense recorded in the years ended December 31, was as follows: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE 2021 2020 Research and development $ 1,839 $ 1,088 General and administration 7,697 4,143 Cost of revenue 92 56 Total stock-based compensation expense $ 9,628 $ 5,287 |
SCHEDULE OF FAIR VALUE OF WARRANTS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS | The value attributed to the K2 Warrant were based on the Black-Scholes option pricing model by applying the following assumptions: SCHEDULE OF FAIR VALUE OF WARRANTS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS 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 Warrants Weighted Average Balance outstanding at December 31, 2019 2,618,824 $ 2.87 Issued 1,330,000 $ 1.32 Exercised (751,158 ) $ 2.85 Balance outstanding at December 31, 2020 3,197,666 $ 2.23 Issued 312,500 $ 1.12 Exercised (2,125,697 ) $ 2.72 Balance outstanding at December 31, 2021 1,384,469 $ 1.24 |
REVENUE AND DEFERRED REVENUE (T
REVENUE AND DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUE COMPRISED | Revenue comprises of the following: SCHEDULE OF REVENUE COMPRISED 2021 2020 Product revenue $ 262 $ 283 R&D Service revenue 369 778 $ 631 $ 1,061 |
SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS | The following table presents revenue expected to be recognized in the future related to performance obligations, based on current estimates, that are unsatisfied at December 31, 2021: SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS Total 2022 2023 and thereafter Product revenue $ 469 $ - $ 469 R&D Service revenue 2,334 526 1,808 Total $ 2,803 $ 526 $ 2,277 |
SUMMARY OF CHANGES IN DEFERRED REVENUE | The following table presents changes in the deferred revenue balance for the year ended December 31, 2021: SUMMARY OF CHANGES IN DEFERRED REVENUE Balance at December 31, 2020 $ 3,104 Amounts received in 2021 - Recognition of deferred revenue (306 ) Currency translation 5 Balance at December 31, 2021 $ 2,803 Short Term $ 526 Long Term $ 2,277 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF LOSS BEFORE INCOME TAX | Components of the Company’s loss from continuing operations before income taxes are as follows: SCHEDULE OF LOSS BEFORE INCOME TAX 2021 2020 United States $ (1,870 ) $ (8,343 ) Canada (30,002 ) (16,480 ) Israel (37,881 ) (21,407 ) Total $ (69,753 ) $ (46,230 ) |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | The Company operates in United States, Israel and Canadian tax jurisdictions. Its income is subject to varying rates of tax, and losses incurred in one jurisdiction cannot be used to offset income taxes payable in another. A reconciliation of the income tax rate with the Company’s effective tax rate and income tax expense are as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2021 2020 Loss before income taxes $ (69,753 ) $ (46,230 ) Canadian statutory tax rate 26.50 % 26.50 % Expected benefit of income tax (18,485 ) (12,251 ) Research and development tax credits - (188 ) Change in valuation allowance* 19,099 15,094 Difference between Canadian and foreign tax rates 1,313 663 Stock based compensation 2,387 792 Foreign exchange translation (4,574 ) ( 2,366 ) Permanent statutory to GAAP difference 480 (1,272 ) Other (220 ) ( 472 ) Income tax expense $ - $ - * A portion of the change in valuation allowance is recognized in equity, therefore the overall change in the valuation allowance will not equal the amount recognized in tax expense. |
SCHEDULE OF DEFERRED TAX ASSETS | The Deferred tax asset (liability) consisted of the following: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Deferred tax assets (liabilities): Net operating losses $ 86,397 $ 70,472 Research and development tax credits 14,102 11,163 Property and equipment 1,050 641 Reserves and other 1,996 1,603 Intangible assets (16,454 ) (16,471 ) Allowable capital losses 56 - Debt obligations (1,757 ) (1,531 ) Deferred financing costs 1,779 2,348 Net deferred tax assets 87,169 68,225 Less: valuation allowance (87,169 ) (68,225 ) Net deferred tax assets (liabilities) $ - $ - |
SCHEDULE OF NOL'S AVAILABLE TO REDUCE TAXABLE INCOME OF FUTURE YEARS | As of December 31, 2021, the Company had NOLs aggregating approximately $ 352,645 SCHEDULE OF NOL'S AVAILABLE TO REDUCE TAXABLE INCOME OF FUTURE YEARS United States Canada Israel Total 2024 $ - $ 476 $ - $ 476 2025 - 1,480 - 1,480 2026 10 3,732 - 3,742 2027 446 4,324 - 4,770 2028 718 1,674 - 2,392 2029 672 3,135 - 3,807 2030 2,556 1,015 - 3,571 2031 3,617 1,255 - 4,872 2032 2,962 - - 2,962 2033 3,126 1,467 - 4,593 2034 5,626 5,493 - 11,119 2035 4,661 1,651 - 6,312 2036 5,323 8,762 - 14,085 2037 6,017 9,848 - 15,865 2038 - 2,446 - 2,446 2039 - 7,785 - 7,785 2040 - 16,526 - 16,526 2041 - 13,422 - 13,422 No expiration 18,234 - 214,186 232,420 Total losses $ 53,968 $ 84,491 $ 214,186 $ 352,645 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
SCHEDULE OF LEASE COST AND OTHER INFORMATION | SCHEDULE OF LEASE COST AND OTHER INFORMATION Lease cost: 2021 operating lease costs: $ 1,463 2020 operating lease costs: 1,231 Other information: Weighted average remaining lease term 2.96 Weighted average discount rate 12 % |
SUMMARY OF FUTURE UNDISCOUNTED CASH PAYMENTS RECONCILED TO LEASE LIABILITIES | The following table summarizes future undiscounted cash payments reconciled to the lease liabilities: SUMMARY OF FUTURE UNDISCOUNTED CASH PAYMENTS RECONCILED TO LEASE LIABILITIES Year ending December 31 2022 $ 1,188 2023 1,057 2024 941 2025 483 2026 483 2027 40 Total $ 4,192 Effect of discounting (837 ) Total lease liability $ 3,355 Less: current portion 839 Long term lease liability $ 2,516 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 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 2021 2020 Revenue in Israel $ 321 $ 284 Revenue in China/Hong Kong 306 724 Revenue in Europe 4 53 Total $ 631 $ 1,061 |
SCHEDULE OF PROPERTY AND EQUIPMENT AND OPERATING LEASE RIGHT OF USE ASSETS | Tangible long-lived assets (Property and equipment and right of use assets) attributed to geographic areas are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT AND OPERATING LEASE RIGHT OF USE ASSETS 2021 2020 Tangible long-lived assets in Israel $ 12,567 $ 10,998 Tangible long-lived assets in United States 1,273 644 Tangible long-lived assets in Canada (country of domicile) 541 633 Total $ 14,381 $ 12,275 |
NATURE OF BUSINESS AND CONTIN_2
NATURE OF BUSINESS AND CONTINUATION OF BUSINESS (Details Narrative) | Sep. 03, 2021USD ($) | Jun. 09, 2021shares | Sep. 16, 2020USD ($) | Sep. 16, 2020CAD ($) | Jul. 31, 2020USD ($) | Jul. 21, 2020USD ($)$ / sharesshares | Jul. 03, 2020CAD ($) | Apr. 24, 2020USD ($)$ / sharesshares | Jun. 30, 2021shares | May 31, 2020USD ($) | Apr. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Retained earnings (accumulated deficit) | $ 308,618,000 | $ 308,618,000 | $ 378,371,000 | $ 308,618,000 | |||||||||||
Net cash provided by (used in) operating activities | 39,908,000 | 47,050,000 | |||||||||||||
Number of common stock issued | shares | 550,000 | 52,272,726 | 52,272,726 | ||||||||||||
Share issued price per share | $ / shares | $ 1.10 | ||||||||||||||
Gross proceeds from public offering | $ 57,500,000 | ||||||||||||||
Payments of stock issuance cost | $ 3,606,000 | 1,067,000 | 5,612,000 | ||||||||||||
Share issued price per share | $ / shares | $ 3.34 | ||||||||||||||
Proceeds from warrant exercise | $ 1,837,000 | $ 85,000 | $ 2,139,000 | ||||||||||||
Description on vaccine development | 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 | ||||||||||||||
Number of common stock issued | shares | 646,257 | ||||||||||||||
Perceptive Credit Holdings [Member] | |||||||||||||||
Number of common stock issued | shares | 646,257 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Number of common stock issued | shares | 550,000 | ||||||||||||||
Proceeds from warrant exercise | $ 1,837,000 | ||||||||||||||
Number of common stock issued | shares | 646,257 | ||||||||||||||
Warrant [Member] | Perceptive Credit Holdings [Member] | |||||||||||||||
Cashless exercise of warrants | shares | 2,068,824 | ||||||||||||||
National Warrants [Member] | |||||||||||||||
Number of common stock issued | shares | 56,873 | 201,158 | |||||||||||||
Share issued price per share | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||||||
Proceeds from warrant exercise | $ 302,000 | $ 85,000 | $ 302,000 | ||||||||||||
Loan and Guaranty Agreement [Member] | |||||||||||||||
Debt Instrument, Maturity Date | Jun. 1, 2024 | Jun. 1, 2024 | |||||||||||||
Industrial Research Assistance Program [Member] | |||||||||||||||
Research and development expenses | $ 1,000 | ||||||||||||||
Contribution Agreement [Member] | |||||||||||||||
Research and development expenses | $ 55,976 | ||||||||||||||
Loan Agreement [Member] | |||||||||||||||
Excess of contribution amount | $ 500,000 | ||||||||||||||
Open Market Sale Agreement [Member] | |||||||||||||||
Number of common stock issued | shares | 15,638,706 | 15,638,706 | |||||||||||||
Payments of stock issuance cost | $ 2,101,000 | $ 2,101,000 | |||||||||||||
Gross proceeds from sale of equity | $ 64,685,000 | ||||||||||||||
Average price per share | $ / shares | $ 4.14 | $ 4.14 | $ 4.14 | ||||||||||||
Proceeds from sale of equity net | $ 62,584,000 | ||||||||||||||
Open Market Sale Agreement [Member] | Maximum [Member] | |||||||||||||||
Open market sale agreement sales cost | $ 125,000 | ||||||||||||||
Open Market Sale Agreement [Member] | Maximum [Member] | Jefferies LLC [Member] | |||||||||||||||
Open market sale agreement sales cost | $ 125,000 | ||||||||||||||
ATM Program [Member] | |||||||||||||||
Number of common stock issued | shares | 9,135,632 | ||||||||||||||
Payments of stock issuance cost | $ 1,117,000 | ||||||||||||||
Gross proceeds from sale of equity | $ 33,293,000 | ||||||||||||||
Average price per share | $ / shares | $ 3.64 | ||||||||||||||
Proceeds from sale of equity net | $ 32,176,000 | ||||||||||||||
Future issuance vlaue | $ 27,022,000 | ||||||||||||||
National Securities Inc [Member] | |||||||||||||||
Issuance of warrants, shares | shares | 705,000 | ||||||||||||||
Share issued price per share | $ / shares | $ 1.50 | ||||||||||||||
K2 Heath ventures LLC [Member] | Loan and Guaranty Agreement [Member] | |||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 4,500,000 | ||||||||||||||
Public Offering [Member] | |||||||||||||||
Share issued price per share | $ / shares | $ 1.10 | ||||||||||||||
Gross proceeds from public offering | $ 57,500,000 | ||||||||||||||
Payments of stock issuance cost | 3,606,000 | ||||||||||||||
Proceeds from stock issuance cost, net | $ 53,894,000 | ||||||||||||||
Common Shares Upon Excercise of Warrants [Member] | Warrant [Member] | |||||||||||||||
Number of common stock issued | shares | 550,000 | ||||||||||||||
Share issued price per share | $ / shares | $ 3.34 | ||||||||||||||
Proceeds from warrant exercise | $ 1,837,000 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 14 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | shorter of useful life or the term of the lease |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Anuual impairment test | For the annual impairment test performed at August 31, 2021, 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%. For the annual impairment test performed at August 31, 2020, 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 6% to 17% | |
Cash | $ 121,694 | $ 93,825 |
Debt instrument fair value | 30,406 | $ 20,117 |
CEPI Funding Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cash | $ 10,183 |
NEW ACCOUNTING PRONOUNCEMENTS (
NEW ACCOUNTING PRONOUNCEMENTS (Details Narrative) - Consolidation, Eliminations [Member] - USD ($) | Jan. 01, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||
Retained Earnings, Appropriated | $ 2,000 | |
Debt discount | $ 700 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Beneficial conversion feature from additional paid-in capital | $ 2,700 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | ||
Work-in-process | 645 | 390 |
Raw materials | 1,931 | 1,762 |
Inventory, net | $ 2,576 | $ 2,152 |
INVENTORY, NET (Details Narrati
INVENTORY, NET (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory reserve | $ 174 | $ 1,015 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Government receivables | $ 1,438 | $ 7,830 |
Other current assets | 2,195 | 1,312 |
Total other current assets | $ 3,633 | $ 9,142 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment cost | $ 15,996 | $ 14,331 |
Accumulated depreciation | (4,959) | (3,610) |
Net book value | 11,037 | 10,721 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment cost | 5,951 | 5,352 |
Accumulated depreciation | (2,463) | (1,795) |
Net book value | 3,488 | 3,557 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment cost | 290 | 218 |
Accumulated depreciation | (80) | (64) |
Net book value | 210 | 154 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment cost | 846 | 590 |
Accumulated depreciation | (505) | (428) |
Net book value | 341 | 162 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment cost | 8,909 | 8,171 |
Accumulated depreciation | (1,911) | (1,323) |
Net book value | $ 6,998 | $ 6,848 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,768 | $ 1,588 |
SCHEDULE OF INDEFINITE LIVED IN
SCHEDULE OF INDEFINITE LIVED INTANGIBLE ASSETS INCLUDING CUMULATIVE IMPAIRMENT AND CURRENCY TRANSLATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 62,169 | $ 62,169 |
Accumulated Amortization | (660) | (590) |
Cumulative Impairment Charge | (300) | (300) |
Cumulative Currency Translation | 882 | 877 |
Net Book value | 62,091 | 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 | 835 | 833 |
Net Book value | 62,035 | 62,033 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 669 | 669 |
Accumulated Amortization | (660) | (590) |
Cumulative Impairment Charge | ||
Cumulative Currency Translation | 47 | 44 |
Net Book value | $ 56 | $ 123 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands | Dec. 31, 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 | (161) | (161) |
Goodwill, Net Book value | $ 2,261 | $ 2,261 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 67 | $ 64 |
Expected amortization | 66 | |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Increase in foreign currency translation adjustment | 0 | 53 |
Inprocess Research and Development Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Increase in foreign currency translation adjustment | $ 2 | $ 1,455 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued research and development expenses (including clinical trial accrued expenses) | $ 8,196 | $ 5,842 |
Accrued professional fees | 2,294 | 1,547 |
Payroll and employee-related costs | 4,805 | 3,844 |
Deferred funding | 10,183 | |
Other current liabilities | 1,463 | 1,182 |
Total other current liabilities | $ 26,941 | $ 12,415 |
SCHEDULE OF ANTIDILUTIVE WEIGHT
SCHEDULE OF ANTIDILUTIVE WEIGHTED AVERAGE SHARES OUTSTANDING (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive weighted average shares outstanding | 21,328,040 | 18,574,289 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive weighted average shares outstanding | 1,384,469 | 3,197,666 |
Stock Options and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive weighted average shares outstanding | 18,573,708 | 12,636,897 |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Long-term debt, net of debt discount of $3,783 ($5,061 at December 31 2020) | $ 28,441 | $ 16,329 |
Less: current portion, net of debt discount of $0 ($0 at December 31, 2020) | ||
Long-term debt | $ 28,441 | $ 16,329 |
SCHEDULE OF LONG-TERM DEBT (D_2
SCHEDULE OF LONG-TERM DEBT (Details) (Parenthetical) - Long-term Debt [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Extinguishment of Debt [Line Items] | ||
Debt instrument, unamortized discount | $ 3,783 | $ 5,061 |
Debt instrument, unamortized discount, current | $ 0 | $ 0 |
SCHEDULE OF INTEREST EXPENSE (D
SCHEDULE OF INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 2,105 | $ 1,752 |
Amortization of debt discount | 2,999 | 1,569 |
Interest income | (372) | (613) |
Total interest expense, net of interest income | $ 4,732 | $ 2,708 |
SCHEDULE OF FUTURE PRINCIPAL OF
SCHEDULE OF FUTURE PRINCIPAL OF LONG-TERM DEBT (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
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 | Jan. 31, 2019 | Jul. 17, 2018 | Dec. 06, 2016 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jul. 21, 2020 | May 06, 2016 |
Debt Instrument [Line Items] | ||||||||||||
Debt conversion, converted instrument, amount | $ 2,000 | |||||||||||
Debt conversion, converted instrument, additional amount | 2,000 | |||||||||||
Exercise price of warrant | $ 3.34 | |||||||||||
Effective price of warrants | $ 1.52 | |||||||||||
Intrinsic value of beneficial conversion feature recorded to additional paid in capital | $ 2,577 | |||||||||||
Long term debt | 32,224 | |||||||||||
Amortization of debt issuance costs | 2,999 | 1,569 | ||||||||||
Amortization of debt discount | $ 1,838 | |||||||||||
Related Party [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amortization of debt issuance costs | 461 | |||||||||||
Interest expense related party | 723 | |||||||||||
Perceptive Credit Holdings LP [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument maturity date | Jun. 30, 2020 | |||||||||||
Debt issuance cost | $ 360 | |||||||||||
Debt discount | 3,453 | |||||||||||
Proceeds from related party | $ 14,500 | |||||||||||
Loss on extinguishment of debt | 84 | |||||||||||
Credit facility | 1,800 | $ 6,000 | ||||||||||
Commitment amount | 13,200 | |||||||||||
Proceeds from warrants | 2,793 | |||||||||||
Debt exit fees | $ 300 | |||||||||||
Restated K2 Warrant [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Additional unamortized discount | $ 1,721 | |||||||||||
Fair value adjustment of warrants | 867 | |||||||||||
Warrant One [Member] | Perceptive Credit Holdings LP [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exercise price of warrant | $ 4.13 | |||||||||||
Warrants issued to purchase shares | 363,771 | |||||||||||
Warrant Two [Member] | Perceptive Credit Holdings LP [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exercise price of warrant | $ 3.355 | |||||||||||
Warrants issued to purchase shares | 1,341,282 | |||||||||||
K 2 Healthventures L L C [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amortization of debt issuance costs | $ 1,161 | |||||||||||
Second Tranche [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Additional discount | 834 | |||||||||||
Second Tranche [Member] | Restated K2 Warrant [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance cost | $ 20 | |||||||||||
Loan and Guaranty Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument maturity date | Jun. 1, 2024 | Jun. 1, 2024 | ||||||||||
Debt instrument, interest rate, stated percentage | 8.25% | |||||||||||
Secured term loan final payment percentage | 6.95% | |||||||||||
Final payment | $ 2,224 | |||||||||||
Loans Payable | $ 30,000 | |||||||||||
Debt increased in rate of interest | 5.00% | |||||||||||
Loan and Guaranty Agreement [Member] | Final Payment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, effective interest rate percentage | 15.33% | |||||||||||
Loan and Guaranty Agreement [Member] | K2 Warrant [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exercise price of warrant | $ 1.12 | |||||||||||
Warrants issued to purchase shares | 625,000 | |||||||||||
Loan and Guaranty Agreement [Member] | Restated K2 Warrant [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exercise price of warrant | $ 1.12 | |||||||||||
Warrants issued to purchase shares | 312,500 | |||||||||||
Loan and Guaranty Agreement [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate, stated percentage | 5.00% | |||||||||||
Loan and Guaranty Agreement [Member] | K 2 Healthventures L L C [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt 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 (“FDA”) 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”). The Company obtained the FDA approval on November 30, 2021 but elected not to draw down the Third 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 | |||||||||||
Purchase of warrants | 937,500 | |||||||||||
Debt issuance cost | $ 1,021 | |||||||||||
Additional discount | 1,390 | |||||||||||
Debt discount | $ 6,169 | |||||||||||
Loan and Guaranty Agreement [Member] | K 2 Healthventures L L C [Member] | K2 Warrant [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Purchase of warrants | 625,000 | |||||||||||
Exercise price of warrant | $ 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%. 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 | |||||||||||
Allocation of warrants to additional paid in capital | $ 1,181 | |||||||||||
Loan and Guaranty Agreement [Member] | K 2 Healthventures L L C [Member] | Restated K2 Warrant [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Purchase of warrants | 312,500 | |||||||||||
Exercise price of warrant | $ 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% | |||||||||||
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 | 10,000 | |||||||||||
Debt instrument, interest rate, stated percentage | 7.75% | 7.75% | ||||||||||
Debt issuance cost | $ 20 | |||||||||||
Secured term loan final payment percentage | 6.95% | |||||||||||
Additional discount | $ 834 | |||||||||||
Third party cost | $ 150 | |||||||||||
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% | ||||||||||
Loan and Guaranty Agreement [Member] | Second Tranche [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Secured debt | $ 10,000 | |||||||||||
Debt instrument, date of first required payment | Jul. 1, 2022 | |||||||||||
Loan and Guaranty Agreement [Member] | Second Tranche [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Secured debt | $ 12,000 | |||||||||||
Debt instrument, date of first required payment | Jan. 1, 2023 | |||||||||||
Loan and Guaranty Agreement [Member] | Third Tranche [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Secured debt | 10,000 | |||||||||||
Debt instrument interest period extended date | Jan. 1, 2023 | |||||||||||
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] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt discount | $ 3,783 | 5,061 | ||||||||||
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 discount | $ 7,890 | $ 6,169 | ||||||||||
Second Amendment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt description | the Company amended the Amended Credit Facility (the “Second Amendment”) to extend the period the Company is required to pay only the interest on the loan from May 31, 2018 to December 31, 2018 and to extend the expiration date of certain warrants to purchase 363,771 common shares issued to Perceptive with an original expiration date of July 25, 2019 to December 6, 2021 | |||||||||||
Debt discount | $ 386 | |||||||||||
Warrants issued to purchase shares | 363,771 | |||||||||||
Third Amendment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt description | the Company further amended the Amended Credit Facility (the “Third Amendment”) to i) extend the period the Company is required to pay only the interest on the loan from December 31, 2018 to January 31, 2020, ii) extend the maturity of the term loan to June 30, 2020, and iii) reduce the exercise price on certain warrants to purchase common shares issued to Perceptive to $2.75 from $4.13 for 363,771 warrants issued on July 25, 2014, and for 363,771 warrants issued on December 6, 2016, and from $3.355 for 1,341,282 warrants issued on December 6, 2016 | |||||||||||
Debt discount | $ 179 | |||||||||||
Third Amendment [Member] | Warrant One [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exercise price of warrant | $ 2.75 | $ 4.13 | ||||||||||
Warrants issued to purchase shares | 363,771 | |||||||||||
Third Amendment [Member] | Warrant Two [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exercise price of warrant | $ 3.355 | |||||||||||
Warrants issued to purchase shares | 1,341,282 |
EMPLOYEE BENEFITS (Details Narr
EMPLOYEE BENEFITS (Details Narrative) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contribution plan maximum annual employee percent | 8.33% | |||
Total recognized expense | $ 352 | $ 292 | ||
Severance payment | 16 | |||
Defined Contribution Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contribution plan maximum annual employee percent | 1.50% | 3.00% | ||
Employer matching contribution percent | 25.00% | 50.00% | ||
Total recognized expense | $ 110 | $ 110 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING UNDER DIFFERENT PLANS (Details) shares in Thousands | Dec. 31, 2021$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of securities to be issued upon exercise/vesting outstanding awards | shares | 18,573,708 |
Weighted average exercise price | $ / shares | $ 2.63 |
2006 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of securities to be issued upon exercise/vesting outstanding awards | shares | 989,813 |
Weighted average exercise price | $ / shares | $ 4.02 |
2014 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of securities to be issued upon exercise/vesting outstanding awards | shares | 521,242 |
Weighted average exercise price | $ / shares | $ 5.09 |
2016 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of securities to be issued upon exercise/vesting outstanding awards | shares | 17,062,653 |
Weighted average exercise price | $ / shares | $ 2.47 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares | Aug. 11, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Offsetting Assets [Line Items] | |||
Weighted Average Exercise Price, Granted | $ 1.64 | ||
Number of Stock Options, Exercised | (750) | (2,638) | (750) |
Weighted Average Exercise Price, Ending Balance | $ 2.63 | ||
Equity Option [Member] | |||
Offsetting Assets [Line Items] | |||
Number of Stock Options Outstanding, Beginning Balance | 12,507,541 | 6,471,708 | |
Weighted Average Exercise Price, Beginning Balance | $ 2.38 | $ 2.79 | |
Number of Stock Options, Granted | 6,215,000 | 6,075,900 | |
Weighted Average Exercise Price, Granted | $ 3.15 | $ 1.95 | |
Number of Stock Options, Exercised | (2,638) | (750) | |
Weighted Average Exercise Price, Exercised | $ 1.66 | $ 1.64 | |
Number of Stock Options, Forfeited | (185,524) | (39,317) | |
Weighted Average Exercise Price, Forfeited | $ 3.09 | $ 2.59 | |
Number of Stock Options Outstanding, Ending Balance | 18,534,379 | 12,507,541 | |
Weighted Average Exercise Price, Ending Balance | $ 2.63 | $ 2.38 | |
Number of Stock Options, Exercisable | 10,053,876 | ||
Weighted Average Exercise Price, Exercisable | $ 2.49 |
SCHEDULE OF EXERCISE PRICE RANG
SCHEDULE OF EXERCISE PRICE RANGE STOCK OPTIONS OUTSTANDING AND EXERCISABLE (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of option outstanding | shares | 18,534,379 |
Weighted Average Remaining Contractual life (years), outstanding | 7 years 6 months 14 days |
Number of option, Exercisable | shares | 10,053,876,000 |
Weighted Average Exercise Price, Exercisable | $ 2.49 |
Exercise Price One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | 0 |
Exercise Price | $ 1.49 |
Number of option outstanding | shares | 3,430,000,000 |
Weighted Average Remaining Contractual life (years), outstanding | 8 years 29 days |
Number of option, Exercisable | shares | 2,177,497,000 |
Weighted Average Exercise Price, Exercisable | $ 1.42 |
Exercise Price Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | 1.50 |
Exercise Price | $ 2.49 |
Number of option outstanding | shares | 4,424,998,000 |
Weighted Average Remaining Contractual life (years), outstanding | 6 years 8 months 4 days |
Number of option, Exercisable | shares | 3,980,511,000 |
Exercise Price Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 2.50 |
Exercise Price | $ 3.49 |
Number of option outstanding | shares | 8,071,650,000 |
Weighted Average Remaining Contractual life (years), outstanding | 8 years 9 months 14 days |
Number of option, Exercisable | shares | 1,350,477,000 |
Weighted Average Exercise Price, Exercisable | $ 3.01 |
Exercise Price Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | 3.50 |
Exercise Price | $ 4.49 |
Number of option outstanding | shares | 1,916,742,000 |
Weighted Average Remaining Contractual life (years), outstanding | 4 years 10 months 2 days |
Number of option, Exercisable | shares | 1,854,402,000 |
Weighted Average Exercise Price, Exercisable | $ 4.15 |
Exercise Price Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ 4.50 |
Number of option outstanding | shares | 690,989,000 |
Weighted Average Remaining Contractual life (years), outstanding | 3 years 3 months 14 days |
Number of option, Exercisable | shares | 690,989,000 |
Weighted Average Exercise Price, Exercisable | $ 5.01 |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Weighted Average Fair Value at Grant Date, Unvested shares outstanding beginning balance | $ 2.40 | $ 1.42 |
Restricted Stock Units (RSUs) [Member] | ||
Class of Stock [Line Items] | ||
Number of Stock Awards, Unvested shares outstanding beginning balance | 129,356 | 157,997 |
Weighted Average Fair Value at Grant Date, Unvested shares outstanding beginning balance | $ 1.62 | $ 2.77 |
Number of Stock Awards, Unvested shares outstanding beginning balance | 125,000 | |
Weighted Average Fair Value at Grant Date, Unvested shares outstanding beginning balance | $ 1.46 | |
Number of Stock Awards, Unvested shares outstanding beginning balance | (81,135) | (140,167) |
Weighted Average Fair Value at Grant Date, Unvested shares outstanding beginning balance | $ 1.70 | $ 2.79 |
Number of Stock Awards, Unvested shares outstanding beginning balance | (8,892) | (13,474) |
Weighted Average Fair Value at Grant Date, Unvested shares outstanding beginning balance | $ 1.50 | $ 1.53 |
Number of Stock Awards, Unvested shares outstanding beginning balance | 39,329 | 129,356 |
Weighted Average Fair Value at Grant Date, Unvested shares outstanding beginning balance | $ 1.47 | $ 1.62 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Volatility | 96.87% | 91.59% |
Risk free interest rate | 0.59% | 1.19% |
Expected term in years | 5 years 10 months 6 days | 5 years 9 months 21 days |
Expected dividend yield | 0.00% | 0.00% |
Weighted average fair value per option | $ 2.40 | $ 1.42 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total stock-based compensation expense | $ 9,628 | $ 5,287 |
Research and Development [Member] | ||
Total stock-based compensation expense | 1,839 | 1,088 |
General and Administrative [Member] | ||
Total stock-based compensation expense | 7,697 | 4,143 |
Cost of Revenues [Member] | ||
Total stock-based compensation expense | $ 92 | $ 56 |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANTS GRANTED BY USING BLACK-SCHOLES OPTION PRICING ASSUMPTIONS (Details) | Dec. 31, 2021$ / shares | Jul. 21, 2020$ / shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants per shares | $ 3.34 | |
Measurement Input, Price Volatility [Member] | K2 Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants and rights outstanding measurement input | 95 | |
Measurement Input, Risk Free Interest Rate [Member] | K2 Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants and rights outstanding measurement input | 1.53 | |
Measurement Input, Expected Term [Member] | K2 Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants term | 9 years | |
Measurement Input, Expected Dividend Rate [Member] | K2 Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrants and rights outstanding measurement input | 0 | |
Measurement Input, Share Price [Member] | K2 Warrant [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] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, Balance Outstanding Beginning | 3,197,666 | 2,618,824 |
Warrants, Weighted Average Exercise Price, Balance Outstanding Beginning | $ 2.23 | $ 2.87 |
Number of Warrants, issued | 312,500 | 1,330,000 |
Warrants, Weighted Average Exercise Price, Issued | $ 1.12 | $ 1.32 |
Number of Warrants, Exercised | (2,125,697) | (751,158) |
Warrants, Weighted Average Exercise Price, Exercised | $ 2.72 | $ 2.85 |
Number of Warrants, Balance Outstanding Ending | 1,384,469 | 3,197,666 |
Warrants, Weighted Average Exercise Price, Balance Outstanding Ending | $ 1.24 | $ 2.23 |
STOCKHOLDERS_ EQUITY AND ADDI_3
STOCKHOLDERS’ EQUITY AND ADDITIONAL PAID-IN CAPITAL (Details Narrative) - USD ($) | Jun. 09, 2021 | Feb. 03, 2021 | Aug. 11, 2020 | Jul. 21, 2020 | May 22, 2020 | Apr. 24, 2020 | Mar. 06, 2020 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 17, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of common stock issued | 646,257 | |||||||||||||
Number of stock shares issued | 550,000 | 52,272,726 | 52,272,726 | |||||||||||
Stock issuance costs | $ 3,606,000 | $ 1,067,000 | $ 5,612,000 | |||||||||||
Exercise price of warrant | $ 3.34 | |||||||||||||
Proceeds from warrants exercised | $ 1,837,000 | $ 85,000 | $ 2,139,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 750 | 2,638 | 750 | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.64 | |||||||||||||
Proceeds from Stock Options Exercised | $ 4,000 | $ 1,000 | ||||||||||||
Share issued price per share | $ 1.10 | |||||||||||||
Gross proceeds from issuance of public offering | $ 57,500,000 | |||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 1,000 | $ 4,000 | $ 1,000 | |||||||||||
Weighted average remaining contractual term | 6 years 6 months | 6 years 11 months 23 days | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 6,029,282 | $ 6,029,282 | ||||||||||||
Intrinsic value vested | 4,585,494 | 4,585,494 | ||||||||||||
Intrinsic value of expected to vest | 1,443,788 | 1,443,788 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 2,000 | |||||||||||||
Unrecognized compensation of equity | $ 13,700 | $ 13,700 | ||||||||||||
Weighted average period term | 1 year 10 months 17 days | |||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 137,000 | |||||||||||||
2016 Plan [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 17,023,324 | 17,023,324 | ||||||||||||
Share-based compensation arrangement by share-based, percentage | 10.00% | |||||||||||||
Percentage of shares issued and outstanding | 10.00% | 10.00% | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,832,119 | 5,832,119 | ||||||||||||
Stock option vesting, percent | 25.00% | |||||||||||||
2016 Plan [Member] | Maximum [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Contractual option term | 10 years | |||||||||||||
2006 Plan [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 989,813 | 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 | 521,242 | ||||||||||||
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 | 39,329 | 39,329 | ||||||||||||
ATM Program [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of stock shares issued | 9,135,632 | |||||||||||||
Proceeds from issuance of equity | $ 33,293,000 | |||||||||||||
Average price per share | $ 3.64 | $ 3.64 | ||||||||||||
Stock issuance costs | $ 1,117,000 | |||||||||||||
Open Market Sale Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of stock shares issued | 15,638,706 | 15,638,706 | ||||||||||||
Proceeds from issuance of equity | $ 64,685,000 | |||||||||||||
Average price per share | $ 4.14 | $ 4.14 | $ 4.14 | |||||||||||
Stock issuance costs | $ 2,101,000 | $ 2,101,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 64,685,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Debt conversion shares issued | 1,369,863 | |||||||||||||
Number of common stock issued | 646,257 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,638 | 750 | ||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 4,000 | $ 1,000 | ||||||||||||
Common Stock [Member] | 2016 Plan [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock awards issued during period | 118,471,000 | |||||||||||||
Common Stock [Member] | Loan and Guaranty Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 937,500 | |||||||||||||
National Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of stock shares issued | 56,873 | 201,158 | ||||||||||||
Exercise price of warrant | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||||
Proceeds from warrants exercised | $ 302,000 | $ 85,000 | $ 302,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,638,000 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.66 | |||||||||||||
Proceeds from Stock Options Exercised | $ 4,000 | |||||||||||||
National Warrants [Member] | Underwritten Public Offering [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Exercise price of warrant | $ 1.50 | |||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 705,000 | |||||||||||||
Warrant [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of common stock issued | 646,257 | |||||||||||||
Number of stock shares issued | 550,000 | |||||||||||||
Proceeds from warrants exercised | $ 1,837,000 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.34 | |||||||||||||
Warrants on cashless exercise price | 2,068,824 | |||||||||||||
K2 Warrant [Member] | Loan and Guaranty Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Exercise price of warrant | $ 1.12 | |||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 625,000 | |||||||||||||
Warrant expiration date | May 22, 2030 | |||||||||||||
Restated K2 Warrant [Member] | Loan and Guaranty Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Exercise price of warrant | $ 1.12 | |||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 312,500 |
SCHEDULE OF REVENUE COMPRISED (
SCHEDULE OF REVENUE COMPRISED (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 631 | $ 1,061 |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 262 | 283 |
Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 369 | $ 778 |
SUMMARY OF REVENUE EXPECTED TO
SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Disaggregation of Revenue [Line Items] | |
Revenues | $ 2,803 |
2022 [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 526 |
2023 and Thereafter [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 2,277 |
Product [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 469 |
Product [Member] | 2022 [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | |
Product [Member] | 2023 and Thereafter [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 469 |
Service [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 2,334 |
Service [Member] | 2022 [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 526 |
Service [Member] | 2022 and Thereafter [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | $ 1,808 |
SUMMARY OF CHANGES IN DEFERRED
SUMMARY OF CHANGES IN DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Liability | $ 3,104 | |
Contract with Customer, Liability, Revenue Recognized | ||
Recognition of deferred revenue | (306) | |
Currency translation | 5 | |
Contract with Customer, Liability | 2,803 | |
Contract with customer, liability, current | 526 | $ 255 |
Contract with customer, liability, non-current | $ 2,277 | $ 2,849 |
REVENUE AND DEFERRED REVENUE (D
REVENUE AND DEFERRED REVENUE (Details Narrative) - USD ($) $ in Thousands | Jul. 21, 2020 | Apr. 24, 2020 | Dec. 04, 2018 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||||||
Stock issued during period, shares | 550,000 | 52,272,726 | 52,272,726 | |||
Revenue, remaining performance obligation, amount | $ 2,803 | |||||
Additional potential regulatory and sales milestone payments | $ 117,500 | |||||
Contract with customer, liability | 2,803 | $ 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 | |||||
Collaboration and License Agreement [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Unsatisfied amount of research and development services | 2,134 | |||||
Contract with customer, liability | 2,803 | |||||
Product [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Cost of Revenue | 10,475 | 8,692 | ||||
Revenue, remaining performance obligation, amount | 469 | |||||
Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Cost of Revenue | 295 | $ 476 | ||||
Revenue, remaining performance obligation, amount | $ 2,334 | |||||
Research and Services [Member] | License Agreement [Member] | Brii Bio [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, remaining performance obligation, amount | 4,737 | |||||
VBI-2601 [Member] | License Agreement [Member] | Brii Bio [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, remaining performance obligation, amount | $ 2,637 |
COLLABORATIVE ARRANGEMENTS (Det
COLLABORATIVE ARRANGEMENTS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Research and development expense | $ 19,558 | $ 14,859 |
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 | $ 18,363 | |
Deferred funding current | 10,183 | |
Collaboration Agreement [Member] | Glaxo Smith Kline Biologicals S. A. [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Research and development expense | 504 | 669 |
Collaboration Agreement [Member] | National Research Council of Canada [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Research and development expense | 1,152 | $ 454 |
CEPI Funding Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Research and development expense | 8,240 | |
Collaborative Relationship [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Deferred funding current | $ 10,183 |
GOVERNMENT GRANTS (Details Narr
GOVERNMENT GRANTS (Details Narrative) $ in Thousands, $ in Thousands | Sep. 16, 2020CAD ($) | Jul. 03, 2020CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
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 | |||
Contribution Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
ReductionExpenses | $ 273 | $ 449 | ||
Deferred government grants | 44 | 312 | ||
Strategic Innovation Fund [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
ReductionExpenses | 7,248 | 2,812 | ||
Deferred government grants | $ 947 | $ 512 | ||
Estimated contribution on development of uncertain event program | $ 55,976 |
SCHEDULE OF LOSS BEFORE INCOME
SCHEDULE OF LOSS BEFORE INCOME TAX (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total | $ (69,753) | $ (46,230) |
UNITED STATES | ||
Total | (1,870) | (8,343) |
CANADA | ||
Total | (30,002) | (16,480) |
ISRAEL | ||
Total | $ (37,881) | $ (21,407) |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Operating Loss Carryforwards [Line Items] | |||
Loss before income taxes | $ (69,753) | $ (46,230) | |
Expected benefit of income tax | (18,485) | (12,251) | |
Research and development tax credits | (188) | ||
Change in valuation allowance* | [1] | 19,099 | 15,094 |
Difference between Canadian and foreign tax rates | 1,313 | 663 | |
Stock based compensation | 2,387 | 792 | |
Foreign exchange translation | (4,574) | 2,366 | |
Permanent statutory to GAAP difference | 480 | 1,272 | |
Permanent statutory to GAAP difference | (480) | (1,272) | |
Other | (220) | 472 | |
Income tax expense | |||
Canada Revenue Agency [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Canadian statutory tax rate | 26.50% | 26.50% | |
[1] | A portion of the change in valuation allowance is recognized in equity, therefore the overall change in the valuation allowance will not equal the amount recognized in tax expense. |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 86,397 | $ 70,472 |
Deferred Tax Assets, in Process Research and Development | 14,102 | 11,163 |
Deferred Tax Assets, Property, Plant and Equipment | 1,050 | 641 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Other | 1,996 | 1,603 |
Deferred Tax Assets, Goodwill and Intangible Assets | (16,454) | (16,471) |
Allowable capital losses | 56 | |
Debt obligations | (1,757) | (1,531) |
Deferred financing costs | 1,779 | 2,348 |
Deferred Tax Assets, Gross | 87,169 | 68,225 |
Deferred Tax Assets, Valuation Allowance | (87,169) | (68,225) |
Deferred Tax Assets, Net |
SCHEDULE OF NOL'S AVAILABLE TO
SCHEDULE OF NOL'S AVAILABLE TO REDUCE TAXABLE INCOME OF FUTURE YEARS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Total losses | $ 352,645 | |
UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 53,968 | $ 54,007 |
CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 84,491 | 69,292 |
ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 214,186 | $ 162,411 |
2024 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 476 | |
2024 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2024 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 476 | |
2024 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2025 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 1,480 | |
2025 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2025 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 1,480 | |
2025 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2026 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 3,742 | |
2026 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 10 | |
2026 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 3,732 | |
2026 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2027 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 4,770 | |
2027 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 446 | |
2027 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 4,324 | |
2027 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2028 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 2,392 | |
2028 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 718 | |
2028 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 1,674 | |
2028 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2029 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 3,807 | |
2029 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 672 | |
2029 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 3,135 | |
2029 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2030 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 3,571 | |
2030 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 2,556 | |
2030 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 1,015 | |
2030 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2031 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 4,872 | |
2031 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 3,617 | |
2031 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 1,255 | |
2031 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2032 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 2,962 | |
2032 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 2,962 | |
2032 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2032 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2033 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 4,593 | |
2033 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 3,126 | |
2033 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 1,467 | |
2033 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2034 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 11,119 | |
2034 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 5,626 | |
2034 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 5,493 | |
2034 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2035 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 6,312 | |
2035 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 4,661 | |
2035 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 1,651 | |
2035 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2036 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 14,085 | |
2036 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 5,323 | |
2036 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 8,762 | |
2036 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2037 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 15,865 | |
2037 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 6,017 | |
2037 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 9,848 | |
2037 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2038 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 2,446 | |
2038 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2038 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 2,446 | |
2038 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2039 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 7,785 | |
2039 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2039 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 7,785 | |
2039 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2040 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 16,526 | |
2040 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2040 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 16,526 | |
2040 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2041 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 13,422 | |
2041 [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
2041 [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 13,422 | |
2041 [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
No Expiration [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 232,420 | |
No Expiration [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | 18,234 | |
No Expiration [Member] | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | ||
No Expiration [Member] | ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Total losses | $ 214,186 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 352,645 | |
Research and Development Expense | 19,558 | $ 14,859 |
Allowable capital losses | $ 56 | |
Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Equity Method Investment, Ownership Percentage | 50.00% | |
UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 53,968 | 54,007 |
Tax Credit Carryforward, Amount | 29,000 | |
CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 84,491 | 69,292 |
Tax credit offset taxable income expiration | expire beginning in 2024 | |
Investment Tax Credit | $ 5,868 | 5,867 |
Research and Development Expense | 21,740 | 21,834 |
Allowable capital losses | 213 | 0 |
ISRAEL | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 214,186 | $ 162,411 |
Canada Revenue Agency [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Statutory income tax rate | 26.50% | 26.50% |
Federal income tax rate | 15.00% | |
Provincial income tax rate | 11.50% | |
Israel Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Statutory income tax rate | 23.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) € in Thousands, ₪ in Thousands, $ in Thousands | Sep. 13, 2018USD ($)Integer | Sep. 13, 2018ILS (₪)Integer | Apr. 30, 2019USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2017EUR (€) | Dec. 31, 2016EUR (€) |
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Accounts payable to sellers | $ | $ 631 | $ 1,061 | |||||||||
Sci B Vac [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Number of children vaccinated | Integer | 428,000 | 428,000 | |||||||||
Loss Contingency, Damages Paid, Value | $ 604,341 | ₪ 1,879,500 | |||||||||
VBI Cda [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Milestone payments | € 200 | € 150 | € 50 | € 200 | |||||||
Seller [Member] | VBI [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Accounts payable to sellers | 3,500 | ||||||||||
Accounts payable to sellers | 50,000 | ||||||||||
Seller [Member] | VBI and Sublicenses [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Accounts payable to sellers | 100,000 | ||||||||||
Minimum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Long-term purchase commitment, amount | € 50 | ||||||||||
Royalty fees percentage | 0.75% | 0.75% | |||||||||
Sublicensing fees percentage | 5.00% | 5.00% | |||||||||
Maximum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Long-term purchase commitment, amount | € 1,000 | ||||||||||
Royalty fees percentage | 1.75% | 1.75% | |||||||||
Sublicensing fees percentage | 25.00% | 25.00% | |||||||||
Scenario One [Member] | Minimum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | € 500 | ||||||||||
Scenario One [Member] | Maximum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 1,000 | ||||||||||
Scenario Two [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 25,000 | ||||||||||
Scenario Two [Member] | Minimum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 750 | ||||||||||
Scenario Two [Member] | Maximum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 1,500 | ||||||||||
Scenario Two (A) [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 50,000 | ||||||||||
Scenario Two (A) [Member] | Minimum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 1,000 | ||||||||||
Scenario Two (A) [Member] | Maximum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 2,000 | ||||||||||
Scenario Three [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 25,000 | ||||||||||
Scenario Three [Member] | Minimum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 375 | ||||||||||
Scenario Three [Member] | Maximum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 750 | ||||||||||
Scenario Three (A) [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 50,000 | ||||||||||
Scenario Three (A) [Member] | Minimum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 375 | ||||||||||
Scenario Three (A) [Member] | Maximum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 750 | ||||||||||
Scenario Three (B) [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 75,000 | ||||||||||
Scenario Three (B) [Member] | Minimum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 500 | ||||||||||
Scenario Three (B) [Member] | Maximum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 1,000 | ||||||||||
Scenario Three (C) [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 100,000 | ||||||||||
Scenario Three (C) [Member] | Minimum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 500 | ||||||||||
Scenario Three (C) [Member] | Maximum [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Business combination, contingent consideration, liability | € 1,000 | ||||||||||
Sale and Purchase Agreement [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Long-term purchase commitment, amount | $ 110 | € 102 | |||||||||
License Agreement [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Royalty fees percentage | 7.00% | ||||||||||
Non-royalty consideration percentage | 30.00% | 30.00% | |||||||||
SciGen Assignment Agreement [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Royalty fees percentage | 5.00% | ||||||||||
Royalty Expense | $ | $ 13 | $ 14 | |||||||||
Ferring License Agreement [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Royalty Expense | $ | $ 18 | $ 20 | |||||||||
License Agreement And SciGen Assignment Agreement [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
License period | Under the Ferring License Agreement and the SciGen Assignment Agreement, we originally were to pay royalties on a country-by-country basis until the date 10 years after the date of commencement of the first royalty year in respect of such country. In April 2019, we exercised our option to extend the Ferring License Agreement in respect of all the countries that still make up the territory for an additional 7 years by making a one-time payment to Ferring of $100. Royalties under the Ferring License Agreement and SciGen Assignment Agreement will continue to be payable for the duration of the extended license periods | ||||||||||
License Agreement And SciGen Assignment Agreement [Member] | One-time Payment [Member] | |||||||||||
Recorded Unconditional Purchase Obligation [Line Items] | |||||||||||
Royalty Expense | $ | $ 100 |
SCHEDULE OF LEASE COST AND OTHE
SCHEDULE OF LEASE COST AND OTHER INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease cost | $ 1,463 | $ 1,231 |
Weighted average remaining lease term | 2 years 11 months 15 days | |
Weighted average discount rate | 12.00% |
SUMMARY OF FUTURE UNDISCOUNTED
SUMMARY OF FUTURE UNDISCOUNTED CASH PAYMENTS RECONCILED TO LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 1,188 | |
2023 | 1,057 | |
2024 | 941 | |
2025 | 483 | |
2026 | 483 | |
2027 | 40 | |
Total | 4,192 | |
Effect of discounting | (837) | |
Total lease liability | 3,355 | |
Less: current portion | 839 | $ 944 |
Long term lease liability | $ 2,516 | $ 619 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Lease, Right-of-Use Asset | $ 3,344 | $ 1,554 |
New Lease Agreement [Member] | ||
Operating Lease, Right-of-Use Asset | $ 3,248 | |
ISRAEL | Manufacturing Facility Lease Agreement [Member] | ||
Lessee, operating lease, option to extend | Our manufacturing facility lease agreement in Israel has been extended for 5 years with a term now ending January 31, 2027. | |
ISRAEL | Two Non-Cancelable Lease Agreements [Member] | ||
Lessee, operating lease, option to extend | 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, 2025 with an option to extend the term for two additional years and July 1, 2022 running through June 30, 2027 with an option to extend the term for five additional years. | |
CANADA | Lease Agreement [Member] | ||
Lessee, operating lease, option to extend | 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. |
SCHEDULE OF REVENUES FROM EXTER
SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 631 | $ 1,061 |
ISRAEL | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 321 | 284 |
China / Hong Kong [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 306 | 724 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 4 | $ 53 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT AND OPERATING LEASE RIGHT OF USE ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Tangible long-lived assets | $ 14,381 | $ 12,275 |
ISRAEL | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Tangible long-lived assets | 12,567 | 10,998 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Tangible long-lived assets | 1,273 | 644 |
CANADA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Tangible long-lived assets | $ 541 | $ 633 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Revenue, Major Customer [Line Items] | ||
Number of operating segments | Segment | 1 | |
Revenue | $ 631 | $ 1,061 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer 1 [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 12.00% | 68.00% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer 2 [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 26.00% | 10.00% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer 3 [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 49.00% | 10.00% |
CANADA | ||
Revenue, Major Customer [Line Items] | ||
Revenue | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Officer [Member] - Car Loan Lease [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | $ 56 | ||
Repayable term | 3 years | ||
Loans Payable | $ 29 | $ 43 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - 2016 Plan [Member] - New Employees [Member] | Jan. 27, 2022shares |
Subsequent Event [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 4,960,000 |
Grant option vesting description | Options granted to employees vest 25% on the one-year anniversary of the grant date, with the remaining 75% vesting on a monthly basis over 24 months |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 24 months |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jan. 27, 2032 |