Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 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 Common Stock, Shares Outstanding | 28,682,275 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash | $ 12,595 | $ 23,685 |
Accounts receivable, net | 227 | |
Inventory, net | 9,944 | 8,499 |
Prepaid expenses | 1,601 | 2,284 |
Other current assets | 1,994 | 1,763 |
Total current assets | 26,361 | 36,231 |
NON-CURRENT ASSETS | ||
Other long-term assets | 1,206 | 1,178 |
Property and equipment, net | 9,088 | 9,665 |
Right of use assets | 1,947 | 2,248 |
Intangible assets, net | 35,734 | 36,499 |
Goodwill | 1,107 | 1,130 |
Total non-current assets | 49,082 | 50,720 |
TOTAL ASSETS | 75,443 | 86,951 |
CURRENT LIABILITIES | ||
Accounts payable | 8,871 | 6,431 |
Other current liabilities | 9,528 | 10,284 |
Current portion of deferred revenues | 9,619 | 7,276 |
Current portion of lease liability | 831 | 976 |
Current portion of long-term debt, net of debt discount | 48,745 | 50,769 |
Total current liabilities | 77,594 | 75,736 |
NON-CURRENT LIABILITIES | ||
Deferred revenues, net of current portion | 1,608 | 1,832 |
Lease liability, net of current portion | 1,136 | 1,295 |
Liabilities for severance pay | 572 | 561 |
Total non-current liabilities | 3,316 | 3,688 |
COMMITMENTS AND CONTINGENCIES (NOTE 16) | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common shares (unlimited authorized; no par value) (March 31, 2024 issued and outstanding – 25,236,766; December 31, 2023 issued and outstanding – 23,918,983) | 455,057 | 454,214 |
Additional paid-in capital | 108,010 | 107,431 |
Accumulated other comprehensive income | 31,811 | 28,327 |
Accumulated deficit | (600,345) | (582,445) |
Total stockholders’ equity (deficit) | (5,467) | 7,527 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 75,443 | $ 86,951 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares issued | 25,236,766 | 23,918,983 |
Common stock, shares outstanding | 25,236,766 | 23,918,983 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues, net | $ 1,214 | $ 485 |
Operating expenses: | ||
Cost of revenues | 2,724 | 3,559 |
Research and development | 2,571 | 3,151 |
Sales, general and administrative | 7,671 | 13,284 |
Total operating expenses | 12,966 | 19,994 |
Loss from operations | (11,752) | (19,509) |
Interest expense, net of interest income | (1,818) | (1,429) |
Foreign exchange loss | (4,330) | (6,813) |
Loss before income taxes | (17,900) | (27,751) |
Income tax expense | ||
NET LOSS | (17,900) | (27,751) |
Other comprehensive income | 3,484 | 6,599 |
COMPREHENSIVE LOSS | $ (14,416) | $ (21,152) |
Net loss per share of common shares, basic | $ (0.73) | $ (3.22) |
Net loss per share of common shares, diluted | $ (0.73) | $ (3.22) |
Weighted-average number of common shares outstanding, basic | 24,584,798 | 8,608,539 |
Weighted-average number of common shares outstanding, diluted | 24,584,798 | 8,608,539 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 442,312 | $ 90,020 | $ 21,440 | $ (489,609) | $ 64,163 |
Beginning balance, shares at Dec. 31, 2022 | 8,608,539 | ||||
Stock-based compensation | $ 10 | 2,001 | 2,011 | ||
Net loss | (27,751) | (27,751) | |||
Currency translation adjustments | 6,599 | 6,599 | |||
Ending balance, value at Mar. 31, 2023 | $ 442,322 | 92,021 | 28,039 | (517,360) | 45,022 |
Ending balance, shares at Mar. 31, 2023 | 8,608,539 | ||||
Beginning balance, value at Dec. 31, 2023 | $ 454,214 | 107,431 | 28,327 | (582,445) | 7,527 |
Beginning balance, shares at Dec. 31, 2023 | 23,918,983 | ||||
Common shares issued for cash, net of issuance costs | $ 843 | 843 | |||
Common shares issued in financing transactions, net of issuance costs, shares | 1,317,783 | ||||
Stock-based compensation | 579 | 579 | |||
Net loss | (17,900) | (17,900) | |||
Currency translation adjustments | 3,484 | 3,484 | |||
Ending balance, value at Mar. 31, 2024 | $ 455,057 | $ 108,010 | $ 31,811 | $ (600,345) | $ (5,467) |
Ending balance, shares at Mar. 31, 2024 | 25,236,766 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (17,900) | $ (27,751) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 493 | 508 |
Stock-based compensation | 579 | 2,011 |
Amortization of debt discount | 476 | 470 |
Inventory reserve | 657 | 263 |
Change in operating right of use assets | 397 | 333 |
Unrealized foreign exchange loss | 4,222 | 6,895 |
Net change in operating working capital items: | ||
Change in accounts receivable | (238) | (185) |
Change in inventory | (2,223) | (599) |
Change in prepaid expenses | 677 | (118) |
Change in other current assets | (260) | 4,089 |
Change in other long-term assets | 6 | 28 |
Change in accounts payable | 2,509 | (3,204) |
Change in deferred revenues | (232) | 11 |
Change in other current liabilities | (533) | (4,073) |
Payments made on operating lease liabilities | (400) | (334) |
Net cash flows used in operating activities | (11,770) | (21,656) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (151) | (534) |
Net cash flows used in investing activities | (151) | (534) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of commons shares for cash | 868 | |
Share issuance costs | (25) | |
Net cash flows provided by financing activities | 843 | |
Effect of exchange rates on cash | (12) | (47) |
CHANGE IN CASH FOR THE PERIOD | (11,090) | (22,237) |
CASH, BEGINNING OF PERIOD | 23,685 | 62,629 |
CASH, END OF PERIOD | 12,595 | 40,392 |
Supplementary information: | ||
Interest paid | 1,565 | 1,437 |
Non-cash investing and financing activities: | ||
Promissory note issued by Brii Biosciences Limited assigned to K2 HealthVentures | 2,500 | |
Capital expenditures included in accounts payable and other current liabilities | 45 | 120 |
Share issuance costs included in other current liabilities | $ 67 | $ 67 |
NATURE OF BUSINESS AND CONTINUA
NATURE OF BUSINESS AND CONTINUATION OF BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND CONTINUATION OF BUSINESS | 1. NATURE OF BUSINESS AND CONTINUATION OF BUSINESS Corporate Overview VBI Vaccines Inc. (the “Company” or “VBI”) was incorporated under the laws of British Columbia, Canada on April 9, 1965. The Company and its wholly owned subsidiaries, VBI Vaccines (Delaware) Inc., a Delaware corporation (“VBI DE”); VBI DE’s wholly owned subsidiary, Variation Biotechnologies (US), Inc., a Delaware corporation (“VBI US”); Variation Biotechnologies, Inc., a Canadian company and the wholly owned subsidiary of VBI US (“VBI Cda”); SciVac Ltd., an Israeli company (“SciVac”); SciVac Hong Kong Limited, a company incorporated pursuant to the Companies Ordinance (Chapter 622 of the Laws of HongKong) and a wholly owned subsidiary (“SciVac HK”); and VBI Vaccines B.V, a Netherlands company and a wholly owned subsidiary (“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 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 and a proprietary mRNA-launched eVLP (“MLE”) 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. Partnership with Brii Bio On July 5, 2023, the Company announced the expansion of its hepatitis B partnership with Brii Biosciences Limited (“Brii Bio”). Through (i) a Collaboration and License Agreement (the “Collaboration Agreement”), dated July 5, 2023, by and between the Company and Brii Bio, and (ii) the Amended and Restated Collaboration and License Agreement (the “A&R Collaboration Agreement, and together with the Collaboration Agreement, the “Brii Collaboration Agreements”), dated July 5, 2023, by and between the Company and Brii Bio, Brii Bio expanded its exclusive license to VBI-2601 to global rights and acquired an exclusive license for PreHevbri in Asia Pacific (“APAC”), excluding Japan. As part of this collaboration, Brii Bio paid the Company an upfront payment of $ 15,000 3,000 5,000 7,000 On February 13, 2024, the Company entered into a series of agreements with Brii Bio, pursuant to which, subject to achievement of certain activities, we would receive up to $ 33,000 Rehovot Purchase Agreement On February 13, 2024, the Company and SciVac entered into a purchase agreement (the “Rehovot Purchase Agreement”) with Brii Bio Israel Ltd (“Brii Israel”), a wholly-owned subsidiary of Brii Bio, prior to the closing, and joined as a party to the agreement prior to the closing as the purchaser, and Brii Biosciences, Inc, a Delaware corporation, pursuant to which, upon achievement of certain activities and closing of the transactions contemplated by the Rehovot Purchase Agreement, subject to the terms and conditions therein, SciVac will sell to Brii Israel certain assets, including SciVac and its affiliates’ interest and rights in certain leases with respect to the vaccine manufacturing facility in Israel, for an aggregate purchase price of $ 10,000 The Rehovot Purchase Agreement contains representations and warranties of SciVac and Brii Israel that are typical for transactions of this type. The Rehovot Purchase Agreement also contains covenants on the part of the Company that are typical for transactions of this type. The closing of the transactions pursuant to the Rehovot Purchase Agreement are subject to the terms and conditions therein, including closing conditions that are typical for transactions of this type and the Company’s completion of the Essential Activities (as defined below). Closing will not occur prior to June 30, 2024. Brii Purchase Agreement On February 13, 2024, the Company and VBI Cda entered into a Purchase Agreement with Brii Bio (the “Brii Purchase Agreement”), pursuant to which, upon achievement of certain activities, the Company and VBI Cda will sell, transfer, convey and assign to Brii Bio, substantially all of the intellectual property related to VBI-2601 owned by the Company and VBI Cda, for a secured promissory note in the principal amount up to $ 10,000 (the “Note”) to be issued by Brii Bio, which is then required to be assigned to K2HV pursuant to the terms of the Fourth Amendment (as defined below), in exchange for a reduction in the Company’s obligations under the Loan Agreement equal to the initial principal amount of the Note. The Note was issued to Brii Bio on February 13, 2024. The initial principal amount of the Note is $ 2,500 , which shall be increased by an aggregate amount equal to $ 7,500 upon the Company’s obtaining applicable consents under the license agreement between Savient Pharmaceuticals Inc. and SciGen Ltd dated June 2004 and subsequently amended and restated effective September 1, 2021 (the “Amended and Restated Ferring License Agreement”). Brii Side Letter On February 13, 2024, the Company and Brii Bio entered into a side letter (the “Side Letter”) setting forth certain essential and additional priority activities to transfer manufacturing responsibility for clinical supply and commercial supply of VBI-2601 and PreHevbri for the Brii Territories set forth in the Side Letter (the “Essential Activities”) the Company is required to complete as a condition to the entry into the License Agreement (as defined below) and consummation of the transactions pursuant to the Rehovot Purchase Agreement. As of March 31, 2024, the Essential Activities were still in progress and not yet completed. The principal amount of the Note shall increase up to $ 18,000 Brii License Agreement Upon completion of the Essential Activities pursuant to the Side Letter, VBI Cda and Brii Bio will enter into a license agreement (the “Brii License Agreement”) pursuant to which Brii Bio shall issue a secured promissory note in the amount of $ 5,000 Loan Agreement and Forbearance Agreement with K2HV On each of January 9, 2024, January 23, 2024, and February 6, 2024, as discussed in Note 9, the Loan Parties entered into extensions to the Forbearance Agreement. Additionally, on February 13, 2024, as discussed in Note 9, the Loan Parties entered into the Fourth Amendment. Liquidity and Going Concern The Company faces a number of risks, including but not limited to, uncertainties regarding the success of the development and commercialization of its products, demand and market acceptance of the Company’s products, and reliance on major customers. The Company anticipates that it will continue to incur significant operating costs and losses in connection with the development and commercialization of its products. The Company has an accumulated deficit of $ 600,345 12,595 11,770 The Company will require significant additional funds to conduct clinical and non-clinical trials, achieve and maintain regulatory approvals, and commercially launch and sell our approved products. Additional financing may be obtained from the issuance of equity securities, the issuance of additional debt, government or non-governmental organization grants or subsidies, 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. Based on available cash at March 31, 2024, together with the net proceeds from the April 2024 Offering (defined below), in order to continue to fund our operations, we must raise additional equity or debt capital in the near term and cannot provide any assurance that we will be successful in doing so. If we are unable to obtain additional financing in the near future, we may be required to pursue a reorganization proceeding, including under applicable bankruptcy or insolvency laws. The above conditions raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from this uncertainty. ATM Program On August 26, 2022, the Company 1) filed a registration statement on Form S-3 (File No. 333-267109), which included a base prospectus which covers the offering, issuance and sale of up to $ 300,000 of common shares, warrants, units and/or subscription rights; and 2) 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 from time to time through Jefferies, acting as agent or principal (the “Jefferies ATM Program”). During the three months ended March 31, 2024, the Company issued 1,317,783 common shares under the Jefferies ATM Program, for total gross proceeds of $ 868 at a weighted average price of $ 0.6589 per share. The Company incurred $ 25 in sales agent commissions and share issuance costs related to the common shares issued during the three months ended March 31, 2024, resulting in net proceeds of $ 843 . The Company terminated the Jefferies ATM Program on May 9, 2024, effective as of May 10, 2024. On April 16, 2024, upon filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company became subject to General Instruction I.B.6 of Form S-3, pursuant to which in no event will the Company sell its common shares in a registered primary offering using Form S-3 with a value exceeding more than one-third of our public float in any 12 calendar month period so long as our public float remains below $ 75,000 April 2024 Registered Direct Offering On April 9, 2024, the Company entered into a securities purchase agreement (the “April 2024 Purchase Agreement”) with certain institutional investors named therein pursuant to which the Company issued and sold 2,272,728 2,272,728 0.88 0.76 1,700 136,364 1.10 Nasdaq Minimum Bid Price Requirement – Extension of Compliance Period As previously reported, on November 1, 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of the Company’s common shares for the 30 consecutive business day period between September 19, 2023, through October 31, 2023, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until April 29, 2024 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On April 30, 2024, the Company received a letter from the Nasdaq Stock Market notifying the Company that the Company has been granted an additional 180-day period, or until October 28, 2024, to regain compliance with the Minimum Bid Price Requirement. The new compliance period is an extension of the initial Compliance Period provided for in Nasdaq’s deficiency notice to the Company, dated November 1, 2023. The Nasdaq Stock Market’s determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on Nasdaq, with the exception of the Minimum Bid Price Requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If compliance with the Minimum Bid Price Requirement cannot be demonstrated by October 28, 2024, the Nasdaq Stock Market will provide written notification that the Company’s common shares could be delisted. In such event, Nasdaq rules permit the Company to appeal any delisting determination to a Nasdaq Hearings Panel. Accordingly, there can be no assurance that the Company will be able to regain compliance with the Nasdaq listing rules or maintain its listing on Nasdaq. The Company has not regained compliance as of the date of this Form 10-Q, and if it fails to regain compliance by October 28, 2024, its common shares will be subject to delisting by Nasdaq, which could seriously decrease or eliminate the value of an investment in the common shares and result in significantly increased uncertainty as to the Company’s ability to raise additional capital. Financial instruments recognized in the condensed consolidated balance sheet consist of cash, accounts receivable, other current assets, accounts payable, and other current liabilities. The Company believes that the carrying value of its current financial instruments approximates their fair values due to the short-term nature of these instruments. The Company does not hold any derivative financial instruments. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The Company’s fiscal year ends on December 31 of each calendar year. The accompanying unaudited condensed consolidated financial statements have been prepared in U.S. dollars (“USD”) and pursuant to the rules and regulations of the SEC, for interim reporting. Accordingly, certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations. The December 31, 2023 condensed consolidated balance sheet in this document was derived from the audited consolidated financial statements. The condensed consolidated financial statements and notes included in this quarterly report on this Form 10-Q does not include all of the disclosures required by U.S. GAAP and should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 10-K”), as filed with the SEC on April 16, 2024. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: VBI DE, VBI US, VBI Cda, SciVac, SciVac HK, and VBI BV. Intercompany balances and transactions between the Company and its subsidiaries are eliminated in the condensed consolidated financial statements. Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation. In the opinion of management, these condensed consolidated financial statements include all adjustments and accruals of a normal and recurring nature necessary to fairly state the results of the periods presented. The results for the periods presented are not necessarily indicative of results to be expected for the full year or for any future periods. Significant Accounting Policies The significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in the 2023 10-K, and there have been no changes to the Company’s significant accounting policies during the three months ended March 31, 2024. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | 3. NEW ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements, not yet adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires incremental annual and quarterly disclosures about segment measures of profit or loss as well as significant segment expenditures. It also requires public entities with a single reportable segment to provide all segment disclosures required by the amendments and all existing segment disclosures in Topic 280. ASU 2023- 07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. As we have a single reportable segment, we expect the adoption of this standard to result in increased disclosures in the notes to our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) which enhances the transparency and decision usefulness of income tax disclosures. The amendments under ASU 2023-09 require public business entities to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Public business entities are permitted to early adopt the standard for annual financial statements that have not yet been issued or made available for issuance. The Company will apply this ASU for year ended December 31, 2025, and we do not anticipate that this new guidance will have a material impact on the note disclosures going forward. |
INVENTORY, NET
INVENTORY, NET | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY, NET | 4. INVENTORY, NET Inventory consists of the following: SCHEDULE OF INVENTORY March 31, 2024 December 31, 2023 Finished goods $ 899 $ 1,661 Work-in-process 3,398 2,734 Raw materials 5,647 4,104 Inventory, net $ 9,944 $ 8,499 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Government receivables $ 1,508 $ 1,268 Other current assets 486 495 Total other current assets $ 1,994 $ 1,763 |
INTANGIBLE ASSETS, NET, AND GOO
INTANGIBLE ASSETS, NET, AND GOODWILL | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET, AND GOODWILL | 6. INTANGIBLE ASSETS, NET, AND GOODWILL SCHEDULE OF INDEFINITE LIVED INTANGIBLE ASSETS INCLUDING CUMULATIVE IMPAIRMENT AND CURRENCY TRANSLATION March 31, 2024 Gross Cumulative Cumulative Carrying Accumulated Impairment Currency Net Book Amount Amortization Charge Translation Value IPR&D assets $ 61,500 $ - $ (22,900 ) $ (2,866 ) $ 35,734 December 31, 2023 Gross Cumulative Cumulative Carrying Accumulated Impairment Currency Net Book Amount Amortization Charge Translation Value IPR&D assets $ 61,500 $ - $ (22,900 ) $ (2,101 ) $ 36,499 The change in carrying value for IPR&D assets from December 31, 2023, relates to currency translation adjustments which decreased by $ 765 SCHEDULE OF GOODWILL March 31, 2024 Gross Cumulative Cumulative Carrying Impairment Currency Net Book Amount Charge Translation Value Goodwill $ 8,714 $ (7,292 ) $ (315 ) $ 1,107 December 31, 2023 Gross Cumulative Cumulative Carrying Impairment Currency Net Book Amount Charge Translation Value Goodwill $ 8,714 $ (7,292 ) $ (292 ) $ 1,130 The change in carrying value for goodwill from December 31, 2023, relates to currency translation adjustments which decreased by $ 23 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | 7. OTHER CURRENT LIABILITIES Other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES March 31, 2024 December 31, 2023 Accrued research and development expenses (including clinical trial accrued expenses) $ 1,570 $ 2,018 Accrued professional fees 1,815 1,674 Payroll and employee-related costs 1,972 1,934 Deferred funding 3,166 3,601 Other current liabilities 1,005 1,057 Total other current liabilities $ 9,528 $ 10,284 |
LOSS PER SHARE OF COMMON SHARES
LOSS PER SHARE OF COMMON SHARES | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE OF COMMON SHARES | 8. LOSS PER SHARE OF COMMON SHARES Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as warrants, and stock options, which would result in the issuance of incremental shares of common shares unless such effect is anti-dilutive. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as their effect would be anti-dilutive. These potentially dilutive securities are more fully described in Note 9, Long-Term Debt and Note 10, Stockholders’ Equity (Deficit) and Additional Paid-in Capital. The following potentially dilutive securities outstanding at March 31, 2024 and 2023 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE SHARES OUTSTANDING 2024 2023 Three months ended March 31, 2024 2023 Warrants 14,467,566 118,816 Stock options and restricted stock units 1,639,909 803,894 K2HV conversion feature 205,396 205,396 Total 16,312,871 1,128,106 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 9. LONG-TERM DEBT As of March 31, 2024, and December 31, 2023, the Company’s long-term debt is as follows: SCHEDULE OF LONG-TERM DEBT March 31, 2024 December 31, 2023 Long-term debt, net of debt discount of $ 4,454 4,930 $ 48,745 $ 50,769 Current portion, net of debt discount of $ 4,454 4,930 (48,745 ) (50,769 ) Long-term debt, net of current portion $ - $ - On May 22, 2020, the Company, along with its subsidiary VBI Cda (collectively, the “Borrowers”), entered into the Loan and Guaranty Agreement (the “Loan Agreement”) with K2HV and any other lender from time-to-time party thereto (the “Lenders”). On May 22, 2020, the Lenders advanced the first tranche of term loans of $ 20,000 4,000 43.80 2,000 45,662 43.80 On May 17, 2021, the Company entered into the First Amendment to the Loan and Guaranty Agreement (“First Amendment”) with the Lenders and received additional loan advances of $ 12,000 On September 14, 2022, the Company entered into the Second Amendment to the Loan Agreement (the “Second Amendment”) with the Lenders to: (i) increase the amount of the term loans available under the Loan Agreement to $ 100,000 50,000 On September 15, 2022, the Lenders advanced to the Borrowers the Restatement First Tranche Term Loan (as defined in the Second Amendment) in an aggregate amount of $ 50,000 30,000 10,000 25,000 Pursuant to the Second Amendment, the Lenders have the ability to convert $ 7,000 2,000 45,662 43.80 5,000 159,734 31.302 In connection with the Loan Agreement, on May 22, 2020, the Company issued the Lenders a warrant to purchase up to 20,833 33.60 10,417 31,250 33.60 50,000 72,680 24.08 72,680 The First Amendment Warrant and the Second Amendment Warrant may be exercised either for cash or on a cashless “net exercise” basis. The First Amendment Warrant expires on May 22, 2030 and the Second Amendment Warrant expires on September 14, 2032. The Company is required to make a final payment equal to 6.95 30,000 2,224 Upon receipt of additional funds, issuable pursuant to the various tranches, under the Second Amendment, additional common shares will be issuable pursuant to the Second Amendment Warrant as determined by the principal amount of the applicable tranche actually funded multiplied by 3.5% and divided by the warrant exercise price of $ 24.08 6.95 On July 5, 2023, the Borrowers and K2HV entered into (i) an amendment (the “Third Amendment”) to the Loan Agreement, and (ii) an amendment to the Pledge and Security Agreement, dated May 22, 2020, by and among the Company, VBI DE, VBI Cda, K2HV, and Ankura Trust Company, LLC, as collateral trustee for the lenders, pursuant to which the parties have agreed to permit the Brii Collaboration Agreements, the Supply Agreement, and the Letter Agreement, SciVac and Brii Bio. The Company granted to K2HV a security interest in, all of its respective right, title, and interest in and to substantially all of the Company’s intellectual property. In addition, among others, any breach, default or other triggering event by the Company occurring under the Brii Collaboration Agreements resulting in Brii Bio exercising a right to terminate the Brii Collaboration Agreements, will cross default the Third Amendment. The secured term loan maturity date is September 14, 2026 On November 13, 2023, the Borrowers entered into a forbearance agreement with the Lenders (the “Forbearance Agreement”), pursuant to which the Lenders agreed to forbear from exercising the Secured Parties’ (as defined in the Loan Agreement) rights with respect to the failure to meet the minimum Net Revenue covenant for the measurement periods ended September 30, 2023, from November 13, 2023, through and including November 28, 2023 (the “Forbearance Period”), subject to compliance by the Borrowers with certain terms and conditions as set forth in the Forbearance Agreement. Such conditions include delivery of cash flow budget and adherence reports, and adherence with such budget and cash flow forecast. On each of November 28, 2023, December 12, 2023, December 26, 2023, January 9, 2024, January 23, 2024, and February 6, 2024, the Loan Parties entered into extensions to the Forbearance Agreement pursuant to which the Lenders agreed to extend the Forbearance Period through and including December 12, 2023, December 26, 2023, January 9, 2024, January 23, 2024, February 6, 2024, and February 20, 2024, respectively, subject to compliance by the Borrowers with the same terms and conditions as set forth in the Forbearance Agreement. The obligations under the Loan Agreement as amended by the Third Amendment (as defined below) are secured on a senior basis by a lien on substantially all of the assets of the Company and its subsidiaries. The subsidiaries of the Company, other than VBI Cda, 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. On February 13, 2024, the Loan Parties entered into an amendment (the “Fourth Amendment”) to the Loan Agreement, effective upon entry into certain transactions with Brii Bio, pursuant to which the parties have agreed to, among other things, (i) remove a financial covenant requiring us to maintain minimum net revenue of 75 The effectiveness of the Fourth Amendment was conditioned upon entry into the Brii Purchase Agreement, the Rehovot Purchase Agreement and the Side Letter, each of which were entered into by us and the respective parties thereto on February 13, 2024, as described above. As discussed in Note 1, on February 13, 2024 the obligations under the Loan Agreement were reduced by the initial principal amount of the Note of $ 2,500 The total principal amount of the loan under the Loan Agreement, as amended by the Fourth Amendment, outstanding at March 31, 2024, including the Original Final Payment of $ 2,224 5,699 53,199 8.00 4 12.50 47,500 20.39 The total initial debt discount related to the Second Amendment is $ 7,359 4,454 4,930 At March 31, 2024 and December 31, 2023, the fair value of our outstanding debt, which is considered level 3 in the fair value hierarchy, is estimated to be $ 46,456 48,077 Interest expense, net recorded in the three months ended March 31, 2024 and 2023 was as follows: SCHEDULE OF INTEREST EXPENSE 2024 2023 Three months ended March 31 2024 2023 Interest expense $ 1,538 $ 1,461 Amortization of debt discount 476 470 Interest income (196 ) (502 ) Total interest expense, net of interest income $ 1,818 $ 1,429 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) AND ADDITIONAL PAID-IN CAPITAL | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) AND ADDITIONAL PAID-IN CAPITAL | 10. STOCKHOLDERS’ EQUITY (DEFICIT) AND ADDITIONAL PAID-IN CAPITAL Stock option plans The Company’s stock option plans are approved by and administered by the Board and its Compensation Committee. The Board designates, in connection with recommendations from the Compensation Committee, eligible participants to be included under the plan, and designates the number of options, exercise price and vesting period of the new options. 2006 VBI US Stock Option Plan The 2006 VBI US Stock Option Plan (the “2006 Plan”), was approved by and was previously administered by the VBI US board of directors which designated eligible participants to be included under the 2006 Plan, and designated the number of options, exercise price and vesting period of the new options. The 2006 Plan was not approved by the stockholders of VBI US. The 2006 Plan was superseded by the 2014 Plan (as defined below) following the PLCC Merger and no further options will be issued under the 2006 Plan. As of March 31, 2024, there were 28,038 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. The 2014 Plan was superseded by the 2016 Plan (as defined below) and no further options will be issued under the 2014 Plan. As of March 31, 2024, there were 17,195 2016 VBI Equity Incentive Plan The 2016 VBI Equity Incentive Plan (the “2016 Plan”) is a rolling incentive plan that sets the number of common shares issuable under the 2016 Plan, together with any other security-based compensation arrangement of the Company, at a maximum of 10 1,594,676 The aggregate number of common shares remaining available for issuance for awards under the 2016 Plan totaled 825,789 Activity related to stock options is as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Weighted Stock Average Options Exercise Price Balance outstanding at December 31, 2023 1,650,288 $ 30.53 Forfeited (10,379 ) 2.30 Balance outstanding at March 31, 2024 1,639,909 $ 30.69 Exercisable at March 31, 2024 802,615 $ 58.66 The fair value of the options is recognized as an expense on a straight-line basis over the vesting period and forfeitures are accounted for when they occur. The total stock-based compensation expense recorded in the three months ended March 31, 2024 and 2023 was as follows: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Three months ended March 31 2024 2023 Research and development $ 81 $ 266 Sales, general and administrative 483 1,718 Cost of revenues 15 27 $ 579 $ 2,011 |
REVENUES, NET AND DEFERRED REVE
REVENUES, NET AND DEFERRED REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES, NET AND DEFERRED REVENUE | 11. REVENUES, NET AND DEFERRED REVENUE Revenues, net comprises the following: SCHEDULE OF REVENUE COMPRISED 2024 2023 Three months ended March 31 2024 2023 Product revenues, net $ 979 $ 478 R&D service revenues 235 7 Revenues $ 1,214 $ 485 The following table presents revenues expected to be recognized in the future related to performance obligations, based on current estimates, that are unsatisfied at March 31, 2024: SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS Total Current Remaining Product revenues, net $ 5,494 $ 5,494 $ - License revenues 2,500 2,500 - R&D service revenues 3,233 1,625 1,608 $ 11,227 $ 9,619 $ 1,608 The following table presents changes in the deferred revenue balance for the three months ended March 31, 2024: SUMMARY OF CHANGES IN DEFERRED REVENUE Balance at January 1, 2023 $ 2,613 - - - Balance at December 31, 2023 9,108 Revenue deferred 2,500 Recognition of deferred revenue (244 ) Currency translation (137 ) Balance at March 31, 2024 $ 11,227 Short Term $ 9,619 Long Term $ 1,608 Brii Collaboration Agreements – VBI-2601 On December 4, 2018, the Company entered into a Collaboration and License Agreement (the “Brii Collaboration and License Agreement”) with Brii Bio, as amended on April 8, 2021, pursuant to which: ● 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, 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; and ● Brii Bio granted the Company an exclusive royalty-free license under Brii Bio’s technology and Brii Bio’s interest in any joint technology developed during the collaboration to develop and commercialize the Licensed Product for the diagnosis and treatment of chronic HBV in the countries of the world other than the Licensed Territory. On December 20, 2021, the Company and Brii Bio further amended the Brii Collaboration and License Agreement (the “Brii Second Amendment Collaboration and License Agreement”) whereby: ● the Company and Brii Bio agreed to conduct an additional Phase II combination clinical trial of VBI-2601, 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 Brii Collaboration and License Agreement, as amended by the Brii Second Amendment Collaboration and License Agreement, the Company was responsible for the R&D Services and Brii Bio was responsible for costs relating to the clinical trials for the Licensed Territory. The initial consideration of the Brii Collaboration and License Agreement consisted of an $ 11,000 76,502 3,626 7,374 4,737 2,637 There was no additional consideration contemplated in the Brii Second Amendment Collaboration and License Agreement. On July 5, 2023, the Company and Brii Bio entered into the A&R Collaboration Agreement, to, among other things, and subject to the terms and conditions set forth in the A&R Collaboration Agreement, expand the Licensed Territory to the entire world (the “New Licensed Territory”) for Brii Bio’s exclusive rights and licenses to make, have made, use, sell, offer for sale, and import VBI-2601 (“VBI-2601 Licensed Product”). Pursuant to the A&R Collaboration Agreement, the Company granted Brii Bio an exclusive royalty-bearing license, with the right to grant sublicenses through multiple tiers, to (i) perform studies, regulatory and other activities, as may be required to obtain and maintain marketing approval of the VBI-2601 Licensed Products in the New Licensed Territory; and (ii) research, develop, make, have made, distribute, use, sell, offer for sale, have sold, import, export or otherwise commercialize the VBI-2601 Licensed Products for the field of the diagnosis and treatment of hepatitis B in the New Licensed Territory. Except for the rights and licenses expressly granted in the A&R Collaboration Agreement, the Company and Brii Bio retained all rights under their respective intellectual property. Additionally, the A&R Collaboration Agreement constituted the entire agreement between the VBI and Brii Bio relating to VBI-2601 and superseded all previous agreements, including the Brii Collaboration and License Agreement and the Brii Second Amendment Collaboration and License Agreement. As a result of the A&R Collaboration Agreement, the unsatisfied performance obligation of $ 1,925 The initial consideration of the A&R Collaboration Agreement consisted of a $ 5,000 227,000 5,000 5,000 43 1,597 3,360 The A&R Collaboration Agreement will be in effect on a region-by-region basis until the last-to-expire of the latest of the following terms in each region of the New Licensed Territory: (i) expiration, invalidation or lapse of the last Company patent claiming such VBI-2601 Licensed Product, (ii) 10 years from the date of first commercial sale of such VBI-2601 Licensed Product in the applicable region, or (iii) termination or expiration of the Company’s obligation to pay third party royalties with respect to sales of such VBI-2601 Licensed Product in such region. Upon expiration (but not an earlier termination) of the A&R Collaboration Agreement in each region of the New Licensed Territory, the Company will grant Brii Bio a perpetual, non-exclusive, fully paid-up, royalty free license, which such license, pursuant to the Brii Purchase Agreement (as defined herein), shall also be irrevocable under the Company’s technology related to the VBI-2601 Licensed Products in such region to make and sell VBI-2601 Licensed Products for the field of the diagnosis and treatment of hepatitis B in such region. On February 13, 2024, the Company and VBI Cda entered into the Brii Purchase Agreement, pursuant to which, upon achievement of certain activities, the Company and VBI Cda will sell, transfer, convey and assign to Brii Bio, substantially all of the intellectual property related to VBI-2601 owned by the Company and VBI Cda, for the Note to be issued by Brii Bio, which is then required to be assigned to K2HV pursuant to the terms of the Fourth Amendment, in exchange for a reduction in the Company’s obligations under the Loan Agreement equal to the initial principal amount of the Note. The Note was issued by Brii Bio on February 13, 2024 for the initial principal amount of $ 2,500 , and is included in deferred revenue as of March 31, 2024, subsequently, the activities required to confirm the $ 2,500 Brii Collaboration Agreements – PreHevbri On July 5, 2023, the Company and Brii Bio also entered into the Collaboration Agreement, to, among other things, and subject to the terms and conditions set forth in the Collaboration Agreement, acquired an exclusive license for PreHevbri in APAC, excluding Japan (“PreHevbri Licensed Territory”), for Brii Bio’s exclusive rights and licenses to make, have made, use, sell, offer for sale, and import PreHevbri (“PreHevbri Licensed Product”). Pursuant to the Collaboration Agreement, the Company granted Brii Bio an exclusive royalty-bearing license, with the right to grant sublicenses through multiple tiers, to (i) perform studies, regulatory and other activities, as may be required to obtain and maintain marketing approval of the PreHevbri Licensed Products in the PreHevbri Licensed Territory; and (ii) research, develop, make, have made, distribute, use, sell, offer for sale, have sold, import, export or otherwise commercialize the PreHevbri Licensed Products for the field of the diagnosis and treatment of hepatitis B in the PreHevbri Licensed Territory. Except for the rights and licenses expressly granted in the Collaboration Agreement, the Company and Brii Bio retained all rights under their respective intellectual property. The initial consideration of the Collaboration Agreement consisted of a $ 2,000 195,000 2,000 2,000 88 1,597 315 The Collaboration Agreement will be in effect on a region-by-region basis until the last-to-expire of the latest of the following terms in each region of the New Licensed Territory: (i) 10 years from the date of first commercial sale of such PreHevbri Licensed Product in the applicable region, or (ii) termination or expiration of the Company’s obligation to pay third party royalties with respect to sales of such PreHevbri Licensed Product in such region. Upon expiration (but not an earlier termination) of the Collaboration Agreement in each region of the PreHevbri Licensed Territory, the Company will grant Brii Bio a perpetual, non-exclusive, fully paid-up, royalty free license, which such license, pursuant to the Brii Purchase Agreement, shall also be irrevocable, under the Company’s technology related to the PreHevbri Licensed Products in such region to make and sell PreHevbri Licensed Products for the field of the diagnosis and treatment of hepatitis B in such region. Pursuant to the Brii Purchase Agreement, on February 13, 2024, the Company and Brii Bio agreed to amend the Collaboration Agreement to, among other things, subject to the terms and conditions set forth in the Collaboration Agreement, (i) amend the terms of the royalty bearing license granted by the Company to Brii Bio for the global development activities of the Licensed Product to be “perpetual and irrevocable”, (ii) omit the requirement for Brii Bio to obtain marketing approval for the Licensed Product in certain territories and (iii) omit the requirement for Brii Bio to make royalty and milestone payments to the Company. The R&D services and technology transfer for the Brii Collaboration Agreements 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. Upon termination of the Brii Collaboration Agreements 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. Supply Agreement On July 5, 2023, in connection with the Brii Collaboration Agreements, the Company and Brii Bio entered into the Supply Agreement related to the clinical and commercial manufacture and supply of VBI-2601 and PreHevbri and any related manufacturing expenditures, as negotiated. Pursuant to the Supply Agreement, the Company received an advance payment of $ 5,000 5,000 5,000 5,000 The performance obligation of a unit of VBI-2601 and/or PreHevbri will be satisfied at a point in time using the prices set out in the Supply Agreement and revenue will be recognized upon transfer of control of the performance obligation. The manufacturing expenditures 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 March 31, 2024, performance obligations related to the Brii Collaboration Agreements, Brii Purchase Agreement and the Supply Agreements that remain unsatisfied were $ 10,758 |
COLLABORATION ARRANGEMENTS
COLLABORATION ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COLLABORATION ARRANGEMENTS | 12. COLLABORATION ARRANGEMENTS The Company has entered into, and expects to enter into from time to time in the future, license agreements, funding agreements, collaboration agreements, and similar agreements related to the advancement of its product candidates and research and development efforts. Significant agreements (collectively, the “Collaboration Agreements”) are described in detail in the Company’s 2023 10-K. While specific amounts will fluctuate from quarter to quarter based on clinical trials progress, advancement and completion of research studies and manufacturing projects, and other factors, the Company believes its overall activities regarding Collaboration Agreements are materially consistent with those described in the 2023 10-K, other than described below. Set forth below are the approximate amounts expensed for Collaboration Agreements during the three months ended March 31, 2024 and 2023, respectively. These expensed amounts are included under Research and Development expenses in the accompanying condensed consolidated statements of operations. SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE 2024 2023 Three months ended March 31 2024 2023 Coalition for Epidemic Preparedness Innovations (“CEPI”) $ 365 $ 829 Research and Development Expenses $ 365 $ 829 CEPI The Company has $ 3,166 |
GOVERNMENT GRANTS
GOVERNMENT GRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Government Grants | |
GOVERNMENT GRANTS | 13. GOVERNMENT GRANTS Strategic Innovation Fund (“SIF”) On September 16, 2020, we signed the Contribution Agreement (as amended, the “Contribution Agreement”) with Her Majesty the Queen in Right of Canada, as represented by the Minister of Industry (the “Minister”), whereby the Minister agreed to contribute an amount not exceeding the lesser of (i) 75% of VBI Cda’s costs incurred in respect of the Project, subject to certain eligibility limitations as set forth in the Contribution Agreement and (ii) CAD $55,976 from the SIF to support the development of our coronavirus vaccine program, VBI-2900, though Phase II clinical studies (the “Project”). Costs associated with the Contribution Agreement are expensed as incurred in Research and Development expenses and overhead charges are included in Sales, General and Administrative. For the three months ended March 31, 2024 and 2023, the Company recognized $ 399 1,707 68 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company may be involved in certain claims and litigation arising out of the ordinary course and conduct of business. Management assesses such claims and, if it considers that it is probable that an asset had been impaired or a liability had been incurred and the amount of loss can be reasonably estimated, provisions for loss are made based on management’s assessment of the most likely outcome. On September 13, 2018, two civil claims were brought in the District Court of the central district in Israel naming our subsidiary SciVac as a defendant. In one claim, two minors, through their parents, allege, among other things: defects in certain batches of 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 1,879,500 510,595 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, September 30, 2021, June 9, 2022, January 12, 2023, and July 13, 2023. The next preliminary hearing is scheduled to be held on June 20, 2024. On December 5, 2022, another tort claim was filed in the District Court of the central district in Israel naming our subsidiary, SciVac, as a defendant. The claim was filed by a minor and his parents against SciVac, the IMoH, and Prof. Arieh Raziel, requesting compensation due to bodily injury of the minor, who was diagnosed as suffering from an Autism Spectrum Disorder. The plaintiffs allege that the minor’s disabilities and the syndrome from which he suffers were caused due to a combination of several factors, including negligent pregnancy monitoring, negligent labor and delivery procedure, and administration of the alleged defective vaccine (Sci-B-Vac vaccine). Preliminary hearings have not yet been scheduled. SciVac intends to defend these claims vigorously. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
LEASES | 15. LEASES The Company has entered into various non-cancelable lease agreements for its office, lab, and manufacturing facilities, which are classified as operating leases. The office facility lease agreement in the U.S. expires on October 31, 2024 with no option to extend. Our manufacturing facility lease agreement in Israel has been extended for 5 years with a term now ending January 31, 2027. A lease for additional office space in Israel has a term ending November 30, 2025 with an option to extend for two additional years and June 30, 2027 with an option to extend the term for five additional years. In September 2022, the Company extended the term of our lease for our research facility in Canada, which comprises office and laboratory space, for three additional years, which now has a term ending on December 31, 2025. 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 Three months ended March 31 2024 2023 Operating lease cost $ 452 $ 491 Weighted average discount rate 12 % 13 % Weighted average remaining lease term 2.2 2.74 Operating lease costs are included G&A expenses in the statement of operations and comprehensive loss. The following table summarizes future undiscounted cash payments reconciled to the lease liabilities: SUMMARY OF FUTURE UNDISCOUNTED CASH PAYMENTS RECONCILED TO LEASE LIABILITIES Remaining 2024 $ 836 2025 663 2026 584 2027 160 Total 2,243 Effect of discounting (276 ) Total lease liability 1,967 Current portion (831 ) Lease liability, net of current portion $ 1,136 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 16. SEGMENT INFORMATION The Company’s Chief Executive Officer (“CEO”) has been identified as the chief operating decision maker. The CEO evaluates the performance of the Company and allocates resources based on the information provided by the Company’s internal management system at a consolidated level. The Company has determined that it has only one operating segment. Revenues, net from external customers are attributed to geographic areas based on location of the contracting customers: SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS 2024 2023 Three Months Ended March 31 2024 2023 United States $ 961 $ 322 Israel 20 - China / Hong Kong 32 7 Europe 201 156 Revenues $ 1,214 $ 485 There was no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS Jefferies ATM Program Subsequent to March 31, 2024 the Company sold and issued 796,531 567 0.7119 April 2024 Offering On April 9, 2024 the Company entered into the April 2024 Purchase Agreement, as discussed in Note 1, and issued to the investors named therein an aggregate of 2,272,728 0.88 Exercised Warrants Subsequent to March 31, 2024, upon exercise of certain outstanding warrants at an exercise price of $ 0.6057 376,250 common shares 228 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Company’s fiscal year ends on December 31 of each calendar year. The accompanying unaudited condensed consolidated financial statements have been prepared in U.S. dollars (“USD”) and pursuant to the rules and regulations of the SEC, for interim reporting. Accordingly, certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations. The December 31, 2023 condensed consolidated balance sheet in this document was derived from the audited consolidated financial statements. The condensed consolidated financial statements and notes included in this quarterly report on this Form 10-Q does not include all of the disclosures required by U.S. GAAP and should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 10-K”), as filed with the SEC on April 16, 2024. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: VBI DE, VBI US, VBI Cda, SciVac, SciVac HK, and VBI BV. Intercompany balances and transactions between the Company and its subsidiaries are eliminated in the condensed consolidated financial statements. Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation. In the opinion of management, these condensed consolidated financial statements include all adjustments and accruals of a normal and recurring nature necessary to fairly state the results of the periods presented. The results for the periods presented are not necessarily indicative of results to be expected for the full year or for any future periods. Significant Accounting Policies The significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in the 2023 10-K, and there have been no changes to the Company’s significant accounting policies during the three months ended March 31, 2024. |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory consists of the following: SCHEDULE OF INVENTORY March 31, 2024 December 31, 2023 Finished goods $ 899 $ 1,661 Work-in-process 3,398 2,734 Raw materials 5,647 4,104 Inventory, net $ 9,944 $ 8,499 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Government receivables $ 1,508 $ 1,268 Other current assets 486 495 Total other current assets $ 1,994 $ 1,763 |
INTANGIBLE ASSETS, NET, AND G_2
INTANGIBLE ASSETS, NET, AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Gross Cumulative Cumulative Carrying Accumulated Impairment Currency Net Book Amount Amortization Charge Translation Value IPR&D assets $ 61,500 $ - $ (22,900 ) $ (2,866 ) $ 35,734 December 31, 2023 Gross Cumulative Cumulative Carrying Accumulated Impairment Currency Net Book Amount Amortization Charge Translation Value IPR&D assets $ 61,500 $ - $ (22,900 ) $ (2,101 ) $ 36,499 |
SCHEDULE OF GOODWILL | SCHEDULE OF GOODWILL March 31, 2024 Gross Cumulative Cumulative Carrying Impairment Currency Net Book Amount Charge Translation Value Goodwill $ 8,714 $ (7,292 ) $ (315 ) $ 1,107 December 31, 2023 Gross Cumulative Cumulative Carrying Impairment Currency Net Book Amount Charge Translation Value Goodwill $ 8,714 $ (7,292 ) $ (292 ) $ 1,130 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | Other current liabilities consisted of the following: SCHEDULE OF OTHER CURRENT LIABILITIES March 31, 2024 December 31, 2023 Accrued research and development expenses (including clinical trial accrued expenses) $ 1,570 $ 2,018 Accrued professional fees 1,815 1,674 Payroll and employee-related costs 1,972 1,934 Deferred funding 3,166 3,601 Other current liabilities 1,005 1,057 Total other current liabilities $ 9,528 $ 10,284 |
LOSS PER SHARE OF COMMON SHAR_2
LOSS PER SHARE OF COMMON SHARES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE SHARES OUTSTANDING | The following potentially dilutive securities outstanding at March 31, 2024 and 2023 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE SHARES OUTSTANDING 2024 2023 Three months ended March 31, 2024 2023 Warrants 14,467,566 118,816 Stock options and restricted stock units 1,639,909 803,894 K2HV conversion feature 205,396 205,396 Total 16,312,871 1,128,106 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG-TERM DEBT | As of March 31, 2024, and December 31, 2023, the Company’s long-term debt is as follows: SCHEDULE OF LONG-TERM DEBT March 31, 2024 December 31, 2023 Long-term debt, net of debt discount of $ 4,454 4,930 $ 48,745 $ 50,769 Current portion, net of debt discount of $ 4,454 4,930 (48,745 ) (50,769 ) Long-term debt, net of current portion $ - $ - |
SCHEDULE OF INTEREST EXPENSE | Interest expense, net recorded in the three months ended March 31, 2024 and 2023 was as follows: SCHEDULE OF INTEREST EXPENSE 2024 2023 Three months ended March 31 2024 2023 Interest expense $ 1,538 $ 1,461 Amortization of debt discount 476 470 Interest income (196 ) (502 ) Total interest expense, net of interest income $ 1,818 $ 1,429 |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) AND ADDITIONAL PAID-IN CAPITAL (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS ACTIVITY | Activity related to stock options is as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Weighted Stock Average Options Exercise Price Balance outstanding at December 31, 2023 1,650,288 $ 30.53 Forfeited (10,379 ) 2.30 Balance outstanding at March 31, 2024 1,639,909 $ 30.69 Exercisable at March 31, 2024 802,615 $ 58.66 |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE | The fair value of the options is recognized as an expense on a straight-line basis over the vesting period and forfeitures are accounted for when they occur. The total stock-based compensation expense recorded in the three months ended March 31, 2024 and 2023 was as follows: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Three months ended March 31 2024 2023 Research and development $ 81 $ 266 Sales, general and administrative 483 1,718 Cost of revenues 15 27 $ 579 $ 2,011 |
REVENUES, NET AND DEFERRED RE_2
REVENUES, NET AND DEFERRED REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUE COMPRISED | Revenues, net comprises the following: SCHEDULE OF REVENUE COMPRISED 2024 2023 Three months ended March 31 2024 2023 Product revenues, net $ 979 $ 478 R&D service revenues 235 7 Revenues $ 1,214 $ 485 |
SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS | The following table presents revenues expected to be recognized in the future related to performance obligations, based on current estimates, that are unsatisfied at March 31, 2024: SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS Total Current Remaining Product revenues, net $ 5,494 $ 5,494 $ - License revenues 2,500 2,500 - R&D service revenues 3,233 1,625 1,608 $ 11,227 $ 9,619 $ 1,608 |
SUMMARY OF CHANGES IN DEFERRED REVENUE | The following table presents changes in the deferred revenue balance for the three months ended March 31, 2024: SUMMARY OF CHANGES IN DEFERRED REVENUE Balance at January 1, 2023 $ 2,613 - - - Balance at December 31, 2023 9,108 Revenue deferred 2,500 Recognition of deferred revenue (244 ) Currency translation (137 ) Balance at March 31, 2024 $ 11,227 Short Term $ 9,619 Long Term $ 1,608 |
COLLABORATION ARRANGEMENTS (Tab
COLLABORATION ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE | Set forth below are the approximate amounts expensed for Collaboration Agreements during the three months ended March 31, 2024 and 2023, respectively. These expensed amounts are included under Research and Development expenses in the accompanying condensed consolidated statements of operations. SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE 2024 2023 Three months ended March 31 2024 2023 Coalition for Epidemic Preparedness Innovations (“CEPI”) $ 365 $ 829 Research and Development Expenses $ 365 $ 829 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
SCHEDULE OF LEASE COST AND OTHER INFORMATION | SCHEDULE OF LEASE COST AND OTHER INFORMATION Three months ended March 31 2024 2023 Operating lease cost $ 452 $ 491 Weighted average discount rate 12 % 13 % Weighted average remaining lease term 2.2 2.74 |
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 Remaining 2024 $ 836 2025 663 2026 584 2027 160 Total 2,243 Effect of discounting (276 ) Total lease liability 1,967 Current portion (831 ) Lease liability, net of current portion $ 1,136 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS | Revenues, net from external customers are attributed to geographic areas based on location of the contracting customers: SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS 2024 2023 Three Months Ended March 31 2024 2023 United States $ 961 $ 322 Israel 20 - China / Hong Kong 32 7 Europe 201 156 Revenues $ 1,214 $ 485 |
NATURE OF BUSINESS AND CONTIN_2
NATURE OF BUSINESS AND CONTINUATION OF BUSINESS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||||
Apr. 09, 2024 | Feb. 13, 2024 | Jul. 05, 2023 | Aug. 26, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | May 15, 2024 | Apr. 16, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Upfront payment | $ 15,000 | ||||||||
Equity investment | 3,000 | ||||||||
Payment for clinical and commercial manufacture | 5,000 | ||||||||
Non-refundable upfront payment | $ 7,000 | ||||||||
Accumulated deficit | $ 600,345 | $ 582,445 | |||||||
Cash | 12,595 | $ 23,685 | |||||||
Cash outflows from operating activities | 11,770 | $ 21,656 | |||||||
Stock Issued During Period, Value, New Issues | 843 | ||||||||
Payments of Stock Issuance Costs | 25 | ||||||||
Proceeds from issuance of shares | $ 868 | ||||||||
Subsequent Event [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Public float value | $ 75,000 | ||||||||
Warrants to purchase shares | 376,250 | ||||||||
Warrants exercise price | $ 0.6057 | ||||||||
Subsequent Event [Member] | April 2024 Registered Direct Offering [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued | 2,272,728 | ||||||||
Shares issued price | $ 0.88 | ||||||||
Proceeds from issuance of shares | $ 1,700 | ||||||||
Warrants to purchase shares | 2,272,728 | ||||||||
Warrants exercise price | $ 0.76 | ||||||||
Subsequent Event [Member] | Placement Warrants [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Warrants to purchase shares | 136,364 | ||||||||
Warrants exercise price | $ 1.10 | ||||||||
Maximum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from Issuance or Sale of Equity | $ 300,000 | ||||||||
Loan Agreement [Member] | Brii Bio [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Asset acquisition, consideration expected | $ 33,000 | ||||||||
Rehovot Purchase Agreement [Member] | Brii Bio Israel Ltd [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Asset acquisition, consideration expected | 10,000 | ||||||||
Brii Purchase Agreement [Member] | Secured Promissory Note [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Financing Receivable, after Allowance for Credit Loss, Current | 2,500 | ||||||||
[custom:MaximumAmountOfNotesAndLoansReceivableExpectedToIncrease] | 7,500 | ||||||||
Brii Purchase Agreement [Member] | Secured Promissory Note [Member] | Maximum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Financing Receivable, after Allowance for Credit Loss, Current | 10,000 | ||||||||
Brii Side Letter [Member] | Secured Promissory Note [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Principal amount of note | 18,000 | ||||||||
Brii License Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Secured Debt | $ 5,000 | ||||||||
ATM Program [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued | 1,317,783 | ||||||||
Stock Issued During Period, Value, New Issues | $ 868 | ||||||||
Shares issued price | $ 0.6589 | ||||||||
Payments of Stock Issuance Costs | $ 25 | ||||||||
Proceeds from issuance of shares | $ 843 | ||||||||
ATM Program [Member] | Maximum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Proceeds from Issuance or Sale of Equity | $ 125,000 | ||||||||
April 2024 Purchase Agreement [Member] | Subsequent Event [Member] | April 2024 Registered Direct Offering [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares issued | 2,272,728 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 899 | $ 1,661 |
Work-in-process | 3,398 | 2,734 |
Raw materials | 5,647 | 4,104 |
Inventory, net | $ 9,944 | $ 8,499 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Government receivables | $ 1,508 | $ 1,268 |
Other current assets | 486 | 495 |
Total other current assets | $ 1,994 | $ 1,763 |
SCHEDULE OF INDEFINITE LIVED IN
SCHEDULE OF INDEFINITE LIVED INTANGIBLE ASSETS INCLUDING CUMULATIVE IMPAIRMENT AND CURRENCY TRANSLATION (Details) - Inprocess Research and Development Assets [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 61,500 | $ 61,500 |
Accumulated Amortization | ||
Cumulative Impairment Charge | (22,900) | (22,900) |
Cumulative Currency Translation | (2,866) | (2,101) |
Net Book value | $ 35,734 | $ 36,499 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Gross Carrying Amount | $ 8,714 | $ 8,714 |
Goodwill, Cumulative Impairment Charge | (7,292) | (7,292) |
Goodwill, Cumulative Currency Translation | (315) | (292) |
Goodwill, Net Book value | $ 1,107 | $ 1,130 |
INTANGIBLE ASSETS, NET, AND G_3
INTANGIBLE ASSETS, NET, AND GOODWILL (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible asset foreign currency translation adjustment | $ 765 |
Goodwill foreign currency translation adjustment | $ 23 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Accrued research and development expenses (including clinical trial accrued expenses) | $ 1,570 | $ 2,018 |
Accrued professional fees | 1,815 | 1,674 |
Payroll and employee-related costs | 1,972 | 1,934 |
Deferred funding | 3,166 | 3,601 |
Other current liabilities | 1,005 | 1,057 |
Total other current liabilities | $ 9,528 | $ 10,284 |
SCHEDULE OF ANTI-DILUTIVE WEIGH
SCHEDULE OF ANTI-DILUTIVE WEIGHTED AVERAGE SHARES OUTSTANDING (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 16,312,871 | 1,128,106 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 14,467,566 | 118,816 |
Stock Options and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,639,909 | 803,894 |
K2HV Conversion Feature [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 205,396 | 205,396 |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Long-term debt, net of debt discount of $4,454 ($4,930 at December 31, 2023) | $ 48,745 | $ 50,769 |
Current portion, net of debt discount of $4,454 ($4,930 at December 31, 2023) | (48,745) | (50,769) |
Long-term debt, net of current portion |
SCHEDULE OF LONG-TERM DEBT (D_2
SCHEDULE OF LONG-TERM DEBT (Details) (Parenthetical) - Long-Term Debt [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Extinguishment of Debt [Line Items] | ||
Debt instrument, unamortized discount | $ 4,454 | $ 4,930 |
Debt instrument, unamortized discount, current | $ 4,454 | $ 4,930 |
SCHEDULE OF INTEREST EXPENSE (D
SCHEDULE OF INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 1,538 | $ 1,461 |
Amortization of debt discount | 476 | 470 |
Interest income | (196) | (502) |
Total interest expense, net of interest income | $ 1,818 | $ 1,429 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||||
Feb. 13, 2024 | Sep. 14, 2022 | Feb. 03, 2021 | May 22, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 15, 2022 | May 17, 2021 | |
Debt Instrument [Line Items] | ||||||||
Debt instrument fair value | $ 46,456 | $ 48,077 | ||||||
Loan Agreement [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum net revenue percentage | 75% | |||||||
Loan and Guaranty Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt conversion, converted instrument, amount | $ 2,000 | $ 4,000 | ||||||
Conversion price | $ 43.80 | $ 43.80 | ||||||
Debt conversion, converted instrument, shares | 45,662 | |||||||
Loan and Guaranty Agreement [Member] | First Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Secured debt | $ 30,000 | |||||||
Additional secured debt | 12,000 | |||||||
Refinancing amount | $ 30,000 | |||||||
Final payment amount | 2,224 | $ 2,224 | ||||||
Loan and Guaranty Agreement [Member] | Second Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Secured debt | $ 50,000 | 47,500 | 50,000 | |||||
Increase amount of term loans available | 100,000 | |||||||
Amount of term loans available | 50,000 | 10,000 | ||||||
Convertible amount | $ 7,000 | |||||||
Secured term loan final payment percentage | 6.95% | |||||||
Final payment amount | $ 5,699 | |||||||
Debt instrument, maturity date | Sep. 14, 2026 | |||||||
Debt instrument, interest rate, stated percentage | 12.50% | |||||||
Debt instrument, interest rate, effective percentage | 20.39% | |||||||
Debt discount | $ 7,359 | |||||||
Debt instrument, unamortized discount | $ 4,454 | $ 4,930 | ||||||
Loan and Guaranty Agreement [Member] | Second Amendment [Member] | Prime Rate Plus [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 4% | |||||||
Loan and Guaranty Agreement [Member] | Second Amendment [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, stated percentage | 8% | |||||||
Loan and Guaranty Agreement [Member] | Second Amendment [Member] | Conversion Price of $43.80 Per Share [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price | $ 43.80 | |||||||
Convertible amount | $ 2,000 | |||||||
Shares available for conversion | 45,662 | |||||||
Loan and Guaranty Agreement [Member] | Second Amendment [Member] | Conversion Price of $31.302 Per Share [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price | $ 31.302 | |||||||
Convertible amount | $ 5,000 | |||||||
Shares available for conversion | 159,734 | |||||||
Loan and Guaranty Agreement [Member] | Original K2HV Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase of warrants | 20,833 | |||||||
Exercise price of warrants | $ 33.60 | |||||||
Loan and Guaranty Agreement [Member] | First Amendment Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Exercise price of warrants | $ 33.60 | |||||||
Total purchase of warrants | 31,250 | |||||||
Loan and Guaranty Agreement [Member] | First Amendment Warrant [Member] | Restated Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase of warrants | 10,417 | |||||||
Loan and Guaranty Agreement [Member] | Second Amendment Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Purchase of warrants | 72,680 | |||||||
Exercise price of warrants | $ 24.08 | |||||||
Loan and Guaranty Agreement [Member] | Fourth Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Final payment amount | $ 53,199 | |||||||
Loan and Guaranty Agreement [Member] | First Tranche [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Secured debt | $ 20,000 | |||||||
Loan and Guaranty Agreement [Member] | Final Tranche [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount of term loans available | $ 25,000 | |||||||
Secured Promissory Note [Member] | Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt principal amount reduction | $ 2,500 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - Equity Option [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Offsetting Assets [Line Items] | |
Number of Stock Options Outstanding, Beginning Balance | shares | 1,650,288 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 30.53 |
Number of Stock Options, Forfeited | shares | (10,379) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 2.30 |
Number of Stock Options Outstanding, Ending Balance | shares | 1,639,909 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 30.69 |
Number of Stock Options, Exercisable | shares | 802,615 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 58.66 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total stock-based compensation expense | $ 579 | $ 2,011 |
Research and Development Expense [Member] | ||
Total stock-based compensation expense | 81 | 266 |
General and Administrative Expense [Member] | ||
Total stock-based compensation expense | 483 | 1,718 |
Cost of Sales [Member] | ||
Total stock-based compensation expense | $ 15 | $ 27 |
STOCKHOLDERS_ EQUITY (DEFICIT_3
STOCKHOLDERS’ EQUITY (DEFICIT) AND ADDITIONAL PAID-IN CAPITAL (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 shares | |
2006 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options outstanding | 28,038 |
2014 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options outstanding | 17,195 |
2016 Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based, percentage | 10% |
Unvested stock | 1,594,676 |
Number of common shares remaining available for issuance for awards | 825,789 |
SCHEDULE OF REVENUE COMPRISED (
SCHEDULE OF REVENUE COMPRISED (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 1,214 | $ 485 |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 979 | 478 |
Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 235 | $ 7 |
SUMMARY OF REVENUE EXPECTED TO
SUMMARY OF REVENUE EXPECTED TO BE RECOGNIZED IN FUTURE RELATED TO PERFORMANCE OBLIGATIONS (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Disaggregation of Revenue [Line Items] | |
Revenues | $ 11,227 |
Current Portion to March 31, 2025 [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 9,619 |
Remaining Portion There After [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 1,608 |
Product [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 5,494 |
Product [Member] | Current Portion to March 31, 2025 [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 5,494 |
Product [Member] | Remaining Portion There After [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | |
License [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 2,500 |
License [Member] | Current Portion to March 31, 2025 [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 2,500 |
License [Member] | Remaining Portion There After [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | |
Service [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 3,233 |
Service [Member] | Current Portion to March 31, 2025 [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | 1,625 |
Service [Member] | Remaining Portion There After [Member] | |
Disaggregation of Revenue [Line Items] | |
Revenues | $ 1,608 |
SUMMARY OF CHANGES IN DEFERRED
SUMMARY OF CHANGES IN DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer liability,beginning | $ 9,108 | $ 2,613 |
Revenue deferred | 2,500 | |
Recognition of deferred revenue | (244) | |
Currency translation | (137) | |
Contract with customer liability,ending | 11,227 | 9,108 |
Contract with customer, liability, current | 9,619 | 7,276 |
Contract with customer, liability, non-current | $ 1,608 | $ 1,832 |
REVENUES, NET AND DEFERRED RE_3
REVENUES, NET AND DEFERRED REVENUE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jul. 05, 2023 | Dec. 04, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Feb. 13, 2024 | |
Disaggregation of Revenue [Line Items] | ||||||
Non-refundable upfront payment | $ 7,000 | |||||
Stock issued during period, value | $ 843 | |||||
Revenue, remaining performance obligation, amount | 11,227 | |||||
Revenue | 1,214 | $ 485 | ||||
Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, remaining performance obligation, amount | 3,233 | |||||
Revenue | 235 | $ 7 | ||||
License [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, remaining performance obligation, amount | 2,500 | |||||
Collaboration and License Agreement [Member] | Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 1,925 | |||||
Collaboration and License Agreement [Member] | Brii Bio [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Non-refundable upfront payment | $ 11,000 | |||||
Stock issued during period, shares | 76,502 | |||||
Stock issued during period, value | $ 3,626 | |||||
Revenue, remaining performance obligation, amount | 7,374 | |||||
Collaboration and License Agreement [Member] | Brii Bio [Member] | Pre Hevbri Licensed Territory [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Non-refundable upfront payment | 2,000 | |||||
Net sales milestone payments | 195,000 | |||||
Collaboration and License Agreement [Member] | Brii Bio [Member] | VBI-2601 [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 2,637 | |||||
Collaboration and License Agreement [Member] | Brii Bio [Member] | VBI-2601 [Member] | New Licensed Territory [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Non-refundable upfront payment | 5,000 | |||||
Net sales milestone payments | 227,000 | |||||
Collaboration and License Agreement [Member] | Brii Bio [Member] | Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, remaining performance obligation, amount | $ 4,737 | |||||
Collaboration and License Agreement [Member] | Brii Bio [Member] | Service [Member] | Pre Hevbri Licensed Territory [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, remaining performance obligation, amount | 88 | |||||
Collaboration and License Agreement [Member] | Brii Bio [Member] | Service [Member] | VBI-2601 [Member] | New Licensed Territory [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, remaining performance obligation, amount | 43 | |||||
Collaboration and License Agreement [Member] | Brii Bio [Member] | Technology Transfer [Member] | Pre Hevbri Licensed Territory [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, remaining performance obligation, amount | 1,597 | |||||
Collaboration and License Agreement [Member] | Brii Bio [Member] | Technology Transfer [Member] | VBI-2601 [Member] | New Licensed Territory [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, remaining performance obligation, amount | 1,597 | |||||
Collaboration and License Agreement [Member] | Brii Bio [Member] | License [Member] | Pre Hevbri Licensed Territory [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 315 | |||||
Collaboration and License Agreement [Member] | Brii Bio [Member] | License [Member] | VBI-2601 [Member] | New Licensed Territory [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 3,360 | |||||
Brii Purchase Agreement [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Deferred revenue | 2,500 | |||||
Brii Purchase Agreement [Member] | Secured Promissory Note [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Financing Receivable, after Allowance for Credit Loss, Current | $ 2,500 | |||||
Supply Agreement [Member] | Brii Bio [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Deferred revenue | 5,000 | |||||
Advance payment | $ 5,000 | |||||
Brii Collaboration Agreements and Supply Agreement [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, remaining performance obligation, amount | $ 10,758 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Research and Development Expenses | $ 2,571 | $ 3,151 |
Collaboration Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Research and Development Expenses | 365 | 829 |
Collaboration Agreement [Member] | Coalition For Epidemic Preparedness Innovations [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Research and Development Expenses | $ 365 | $ 829 |
COLLABORATION ARRANGEMENTS (Det
COLLABORATION ARRANGEMENTS (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Deferred funding | $ 3,166 | $ 3,601 |
CEPI Funding Agreement [Member] | Other Current Liabilities [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Deferred funding | $ 3,166 |
GOVERNMENT GRANTS (Details Narr
GOVERNMENT GRANTS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 16, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Contribution agreement description | 75% of VBI Cda’s costs incurred in respect of the Project, subject to certain eligibility limitations as set forth in the Contribution Agreement and (ii) CAD $55,976 from the SIF to support the development of our coronavirus vaccine program, VBI-2900, though Phase II clinical studies (the “Project”). | ||
Contribution Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Reduction expenses | $ 399 | $ 1,707 | |
Deferred government grants | $ 68 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Sci B Vac [Member] ₪ in Thousands, $ in Thousands | Sep. 13, 2018 USD ($) Integer | Sep. 13, 2018 ILS (₪) Integer |
Product Liability Contingency [Line Items] | ||
Children vaccinated | 428,000 | 428,000 |
Loss contingency, damages seeking, value | $ 510,595 | ₪ 1,879,500 |
SCHEDULE OF LEASE COST AND OTHE
SCHEDULE OF LEASE COST AND OTHER INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Operating lease cost | $ 452 | $ 491 |
Weighted average discount rate | 12% | 13% |
Weighted average remaining lease term | 2 years 2 months 12 days | 2 years 8 months 26 days |
SUMMARY OF FUTURE UNDISCOUNTED
SUMMARY OF FUTURE UNDISCOUNTED CASH PAYMENTS RECONCILED TO LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases | ||
Remaining 2024 | $ 836 | |
2025 | 663 | |
2026 | 584 | |
2027 | 160 | |
Total | 2,243 | |
Effect of discounting | (276) | |
Total lease liability | 1,967 | |
Current portion | (831) | $ (976) |
Lease liability, net of current portion | $ 1,136 | $ 1,295 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 1 Months Ended | 3 Months Ended |
Sep. 30, 2022 | Mar. 31, 2024 | |
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 | Lease Agreement [Member] | ||
Lessee, operating lease, option to extend | A lease for additional office space in Israel has a term ending November 30, 2025 with an option to extend for two additional years and June 30, 2027 with an option to extend the term for five additional years. | |
CANADA | Lease Agreement [Member] | ||
Lessee, operating lease, option to extend | In September 2022, the Company extended the term of our lease for our research facility in Canada, which comprises office and laboratory space, for three additional years, which now has a term ending on December 31, 2025. |
SCHEDULE OF REVENUES FROM EXTER
SCHEDULE OF REVENUES FROM EXTERNAL CUSTOMERS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues, net | $ 1,214 | $ 485 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues, net | 961 | 322 |
ISRAEL | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues, net | 20 | |
China and Hong Kong [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues, net | 32 | 7 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues, net | $ 201 | $ 156 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 1,214 | $ 485 |
CANADA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
May 15, 2024 | Apr. 09, 2024 | Mar. 31, 2024 | |
Subsequent Event [Line Items] | |||
Common shares issued for cash, net of issuance costs | $ 843 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Warrant Exercise price | $ 0.6057 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 376,250 | ||
Proceeds from Warrant Exercises | $ 228 | ||
Subsequent Event [Member] | April 2024 Registered Direct Offering [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 2,272,728 | ||
Shares issued price | $ 0.88 | ||
Warrant Exercise price | $ 0.76 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 2,272,728 | ||
Subsequent Event [Member] | Jefferies ATM Program [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 796,531 | ||
Common shares issued for cash, net of issuance costs | $ 567 | ||
Shares issued price | $ 0.7119 |