NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands, except share and per share
data)
NOTE 1 – GENERAL
BiomX Inc. (formerly known as Chardan
Healthcare Acquisition Corp., individually prior to BiomX Inc.’s acquisition of 100% of the outstanding shares of BiomX Israel
Ltd. (the “Recapitalization Transaction”, “BiomX Israel” respectively), and together with its subsidiaries, BiomX
Ltd. and RondinX Ltd., after the Recapitalization Transaction, the “Company” or “BiomX”) was incorporated as
a blank check company on November 1, 2017, under the laws of the state of Delaware, for the purpose of entering into a merger, share
exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses
or entities.
On October 28, 2019, the Company was
renamed BiomX Inc. and the Company’s shares of Common Stock, units, and warrants began trading on the NYSE American under the symbols
PHGE, PHGE.U, and PHGE.WS, respectively.
On February 6, 2020, the Company’s
Common Stock also began trading on the Tel-Aviv Stock Exchange.
To date, the Company has not
generated revenue from its operations. Based on the Company’s current cash and commitments, management believes that the
Company’s current cash and cash equivalents are sufficient to fund its operations for more than 12 months from the date of
issuance of these condensed consolidated financial statements and sufficient to fund its operations necessary to continue
development activities.
Consistent with its continuing research
and development activities, the Company expects to continue to incur additional losses for the foreseeable future. The Company plans
to continue to fund its current operations, as well as other development activities relating to additional product candidates, through
future issuances of debt and/or equity securities, loans and possibly additional grants from the Israel Innovation Authority (“IIA”)
and other government institutions. The Company’s ability to raise additional capital in the equity and debt markets is dependent
on a number of factors including, but not limited to, the market demand for the Company’s Common Stock, which itself is subject
to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such
additional capital at a price or on terms that are favorable to it. See note 7 for further information.
BIOMX
INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands, except share and per share
data)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
|
A.
|
Unaudited Condensed Financial Statements
|
The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”)
for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal
recurring adjustments except as otherwise discussed).
The financial information contained in
this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2020, that the Company filed with the U.S. Securities and Exchange Committee (the “SEC”)
on March 31, 2021.
|
B.
|
Principles of Consolidation
|
The condensed consolidated financial
statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon
consolidation.
|
C.
|
Use of Estimates in the Preparation of Financial Statements
|
The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities in the financial statements and the amounts of expenses during the reported years.
Actual results could differ from those estimates.
The full extent to which the COVID-19
pandemic may directly or indirectly impact the Company’s business, results of operations and financial condition will depend on
future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken
to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets.
The Company examined the impact of COVID-19 on its financial statements, and although there is currently no major impact, there may be
changes to those estimates in future periods. Actual results may differ from these estimates.
|
D.
|
Recent Accounting Standards
|
In May 2021, the Financial Accountings
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic
260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives
and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges
of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). The guidance is effective for the Company
on January 1, 2022. The Company is currently evaluating the impact of adopting this standard.
In June 2016, the FASB issued ASU No.
2016-13, “Financial Instruments – Credit Losses,” to improve information on credit losses for financial assets and
net investment in leases that are not accounted for at fair value through net income. ASU No. 2016-13 replaces the current incurred loss
impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning
on January 1, 2023, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant
impact on its condensed consolidated financial statements and related disclosures.
In August 2020, the FASB issued ASU 2020-06,
“Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic
815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The ASU simplifies accounting for
convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments
will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain
settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity
contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance
is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning
after December 15, 2020, and interim periods within those fiscal years. The Company does not expect that the adoption of this standard
will have a significant impact on its condensed consolidated financial statements and related disclosures.
BIOMX
INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands, except share and per share
data)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The Company uses foreign exchange contracts
(mainly option and forward contracts) to hedge cash flows from currency exposure. These foreign exchange contracts are not designated
as hedging instruments for accounting purposes. In connection with these foreign exchange contracts, the Company recognizes gains or
losses that offset the revaluation of the cash flows also recorded under financial expenses (income), net in the condensed consolidated
statements of operations. As of September 30, 2021, the Company had outstanding foreign exchange contracts for the exchange of USD to
NIS in the amount of approximately $2,787 with a fair value of $20. As of December 31, 2020, the Company had outstanding foreign exchange
contracts for the exchange of USD to NIS in the amount of approximately $1,555 with a fair value of $90.
|
F.
|
Fair Value of Financial Instruments
|
The fair value of certain of the Company’s
financial instruments including cash, accounts receivable, accounts payable, accrued expenses, and other accrued liabilities approximate
cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value
Measurements and Disclosure” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value
in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.
Fair value, as defined in ASC 820, is
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most
advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance,
which includes, among other things, the Company’s credit risk.
Valuation techniques are generally classified
into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more
of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and
the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable
inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as
follows:
Level 1 – Unadjusted quoted prices
in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Quoted prices in non-active
markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly
observable but are corroborated by observable market data.
Level 3 – Prices or valuations
that require inputs that are both significant to the fair value measurement and unobservable.
There were no changes in the fair value
hierarchy levelling during the period ended September 30, 2021 and year ended December 31, 2020.
BIOMX
INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands, except share and per share
data)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The following tables present the Company’s
fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis:
|
|
September 30, 2021
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
|
30,007
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,007
|
|
Foreign exchange contracts receivable
|
|
|
-
|
|
|
|
20
|
|
|
|
-
|
|
|
|
20
|
|
|
|
|
30,007
|
|
|
|
20
|
|
|
|
-
|
|
|
|
30,027
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration (*)
|
|
|
-
|
|
|
|
-
|
|
|
|
180
|
|
|
|
180
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
180
|
|
|
|
180
|
|
|
|
December 31, 2020
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
|
30,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,000
|
|
Foreign exchange contracts receivable
|
|
|
-
|
|
|
|
90
|
|
|
|
-
|
|
|
|
90
|
|
|
|
|
30,000
|
|
|
|
90
|
|
|
|
-
|
|
|
|
30,090
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration (*)
|
|
|
-
|
|
|
|
-
|
|
|
|
83
|
|
|
|
83
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
83
|
|
|
|
83
|
|
Financial instruments with carrying values
approximating fair value include cash and cash equivalents, restricted cash, short-term deposits, other current assets, trade accounts
payable and other current liabilities, due to their short-term nature.
(*) Changes in contingent consideration
for the nine months ended on September 30, 2021 and 2020 resulted from revaluation.
The Company determined the fair value of the liabilities for
the contingent consideration based on a probability discounted cash flow analysis. This fair value measurement is based on significant
unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent
consideration is based on several factors, such as: the attainment of future clinical, developmental, regulatory, commercial and strategic
milestones relating to product candidates for treatment of primary sclerosing cholangitis. The discount rate applied ranged from 0.37%
to 0.98%. The contingent consideration is evaluated quarterly, or more frequently, if circumstances dictate. Changes in the fair value
of contingent consideration are recorded in condensed consolidated statements of operations. Significant changes in unobservable inputs,
mainly the probability of success and cash flows projected, could result in material changes to the contingent consideration liabilities.
BIOMX
INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD and NIS in thousands, except share and per
share data)
NOTE 3 – COMMITMENTS AND COLLABORATIONS
|
A.
|
In April 2019, the IIA approved an application for a total budget of NIS 4,221 (approximately $1,185). The IIA funded 30% of the approved budget. The program was for the period beginning from July 2018 through June 2019. As of September 30, 2021, BiomX Israel received all funds with respect to this program.
In December 2019, the IIA approved an application for a total budget of NIS 10,794 (approximately $3,123). The IIA funded 30% of the approved budget. The program was for the period beginning from July 2019 through December 2019. As of September 30, 2021, BiomX Israel received all funds with respect to this program.
In April 2020, the IIA approved an application for a total budget of NIS 15,562 (approximately $4,287). The IIA committed to fund 30% of the approved budget. The program was for the period beginning January 2020 through December 2020. As of September 30, 2021, BiomX Israel received all funds with respect to this program.
In March 2021, the IIA approved two new applications for a total budget of NIS 19,444 (approximately $5,874). The IIA committed to fund 30% of the approved budget. The program is for the period beginning January 2021 through December 2021. As of September 30, 2021, the Company received NIS 2,042 (approximately $625) from the IIA with respect to these programs.
In August 2021, the IIA approved an application for an aggregate budget of NIS 5,737 (approximately $1,778). The IIA committed to fund 50% of the approved budget. The program is for the period beginning July 2021 through June 2022. The program does not bear royalties. As of September 30, 2021, the Company received NIS 1,004 (approximately $313) from the IIA with respect to this program.
According to the agreement with the IIA, excluding the August 2021 program, BiomX Israel will pay royalties of 3% to 3.5% of future sales up to an amount equal to the accumulated grant received including annual interest of LIBOR linked to the dollar. BiomX Israel may be required to pay additional royalties upon the occurrence of certain events as determined by the IIA, that are within the control of BiomX Israel. No such events have occurred or were probable of occurrence as of the balance sheet date with respect to these royalties. Repayment of the grant is contingent upon the successful completion of the BiomX Israel’s R&D programs and generating sales. BiomX Israel has no obligation to repay these grants if the R&D program fails, is unsuccessful or aborted or if no sales are generated. The Company had not yet generated sales as of September 30, 2021; therefore, no liability was recorded in these condensed consolidated financial statements. IIA grants are recorded as a reduction of R&D expenses, net.
Through September 30, 2021, total grants approved from the IIA aggregated to approximately $7,160 (NIS 24,731). Through September 30, 2021, the Company had received an aggregate amount of $5,563 (NIS 19,075) in the form of grants from the IIA. Total grants subject to royalties’ payments aggregated to approximately $5,252. As of September 30, 2021, the Company had a contingent obligation to the IIA in the amount of approximately $5,386 including annual interest of LIBOR linked to the dollar.
|
|
B.
|
On
September 1, 2020 (“Effective Date”), BiomX Israel entered into a research collaboration agreement with Boehringer Ingelheim
International GmbH (“BI”) for a collaboration on biomarker discovery for inflammatory bowel disease (“IBD”).
Under the agreement, BiomX Israel is eligible to receive fees totaling $439 in installments of $50 within 60 days of the Effective Date,
$100 upon receipt of the BI materials, $150 upon the completion of data processing and $139 upon delivery of the Final Report of observations
and Results of the Project (as such terms are defined within the agreement). Unless terminated earlier, this agreement will remain in
effect until one year after the Effective Date or completion of the Project Plan (as defined in the agreement) and submission and approval
of the Final Report. During the nine months ended September 30,2021, consideration of $150 was received. As of September 30, 2021, aggregate
consideration of $300 had been received. The consideration is recorded as a reduction of R&D expenses, net in the condensed consolidated
statements of operations.
|
BIOMX
INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands, except share and per share
data)
NOTE 4 – LONG-TERM DEBT
On August 16, 2021, the Company entered
into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), with respect
to a venture debt facility. Under the Loan Agreement, Hercules provided the Company with access to a term loan with an aggregate principal
amount of up to $30,000 (the “Term Loan Facility”), available in three tranches, subject to certain terms and conditions.
The first tranche of $15,000 was advanced to the Company on the date the Loan Agreement was executed. Upon the occurrence of specified
milestones and continuing through December 31, 2022, a loan in the aggregate principal amount of up to $10.0 million, or the second tranche,
and upon the occurrence of specified milestones and continuing through September 30, 2023, a loan in the aggregate principal amount of
up to $5.0 million, or the third tranche, may become available. The milestones for the remaining tranches have not yet been reached as
of September 30, 2021. The Company is required to make interest only payments through March 1, 2023, or extended to September 1, 2023
upon satisfaction of certain milestones, and is required to then repay the principal balance and interest in equal monthly installments
through September 1, 2025.
The Company may prepay advances under
the Loan Agreement, in whole or in part, at any time subject to a prepayment charge equal to: (a) 3.0 % of amounts prepaid, if such prepayment
occurs during the first 12 months following the Closing Date; (b) 2.0% after 12 months but prior to 24 months; (c) 1.0% after 24 months
but prior to 36 months, and (d) no charge after 36 months. Upon prepayment or repayment of all or any of the term loans under the Term
Loan Facility, the Company is required to pay an end of term charge (“End of Term Charge”) equal to 6.55% of the total aggregate
amount of the term loans being prepaid or repaid.
Interest on the term loan accrues
at a per annum rate equal to the greater of (i) the Prime Rate as reported in The Wall Street Journal plus 5.70% and (ii) 8.95%. On September
30, 2021, the Prime Rate was 3.25%. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization
of capitalized loan issuance costs. Debt issuance costs are recorded on the consolidated balance sheet as a reduction of liabilities.
Amounts allocated to the debt, net of issuance cost, are subsequently recognized at amortized cost using the effective interest method.
On September 30, 2021, the effective interest rate was 13.51%.
As of September 30, 2021, the carrying
value of the term loan consists of $15,000 principal outstanding less the debt discount and issuance costs of approximately $775. The
End of Term Charge of $983 is recognized over the life of the term loan as interest expense using the effective interest method. The
debt issuance costs have been recorded as a debt discount which are being accreted to interest expense through the maturity date of the
term loan.
Interest expense relating to the term
loan, which is included in interest expense in the condensed statements of operations was $172 for the three and nine months ended September
30, 2021.
Under the terms of the Loan Agreement,
the Company granted first priority liens and security interests in substantially all of the Company’s intellectual property as collateral
for the obligations thereunder. The Company also granted Hercules the right, at their discretion, to participate in any closing of any
single subsequent broadly marketed financing as defined up to a maximum aggregate amount of $2,000 under the terms as afforded to other
investors in such financing. The Loan Agreement also contains representations and warranties by the Company and Hercules, indemnification
provisions in favor of Hercules and customary affirmative and negative covenants, including a liquidity covenant beginning October 1,
2022, requiring the Company to maintain a minimum aggregate compensating cash balance of $5,000, and events of default, including a material
adverse change in the Company’s business, payment defaults, breaches of covenants following any applicable cure period, and a material
impairment in the perfection or priority of Hercules’ security interest in the collateral. In the event of default by the Company
under the Loan Agreement, the Company may be required to repay all amounts then outstanding under the Loan Agreement.
Future principal payments for the
long-term debt are as follows:
|
|
September 30,
2021
|
|
2021 (for the remaining 3 months)
|
|
|
-
|
|
2022
|
|
|
-
|
|
2023
|
|
|
4,458
|
|
2024
|
|
|
5,804
|
|
2025
|
|
|
4,738
|
|
Total principal payments
|
|
|
15,000
|
|
Unamortized discount and debt issuance costs
|
|
|
(775
|
)
|
Long-term debt
|
|
|
14,225
|
|
BIOMX
INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands, except share and per share
data)
NOTE 5 – STOCKHOLDERS EQUITY
At-the-market Sales Agreement:
In December 2020, pursuant to a registration
statement on Form S-3 declared effective by the Securities and Exchange Commission on December 11, 2020, the Company entered into an
Open Market Sales Agreement (“ATM Agreement”) with Jefferies LLC. (“Jefferies”), which provides that, upon the
terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell
shares of Common Stock with an aggregate offering price of up to $50,000, with Jefferies acting as sales agent. During the nine months
ended September 30, 2021, the Company sold 743,964 shares of Common Stock under the ATM Agreement, at an average price of $7.19 per share,
raising aggregate net proceeds of approximately $5,188, after deducting an aggregate commission of $160.
Securities Purchase Agreement:
On July 26, 2021, the Company entered
into a Securities Purchase Agreement with institutional investors, all of the Company’s directors and certain executive officers
for the sale of an aggregate of 3,750,000 shares of the Company’s Common Stock and warrants to purchase an aggregate of 2,812,501
shares of the Company’s Common Stock in a registered direct offering, for gross proceeds of $15,000 before deducting placement agent
fees and offering expenses and assuming that none of the warrants are exercised. The securities were sold at price of $4.00 per share
and an accompanying warrant to purchase 0.75 of a share of the Company’s Common Stock at an exercise price of $5.00 per share. The
warrants will be exercisable six months after the date of issuance and will expire five years from the date such warrant first becomes
exercisable. The warrants issued were classified as equity in accordance with ASC 815-40. The securities were offered pursuant to the
Company’s effective registration statement on Form S-3. All proceeds were received as of July 28, 2021. 125,000 shares of Common
Stock and 93,750 warrants were sold to related parties.
Warrants:
As of September 30, 2021, the Company
had the following outstanding warrants to purchase Common Stock issued to stockholders:
Warrant
|
|
Issuance Date
|
|
Expiration
Date
|
|
Exercise
Price
Per Share
|
|
|
Number of
Shares of
Common Stock
Underlying
Warrants
|
|
Private Placement Warrants
|
|
IPO (December 13, 2018)
|
|
December 13, 2023
|
|
|
11.50
|
|
|
|
2,900,000
|
|
Public Warrants
|
|
IPO (December 13, 2018)
|
|
October 28, 2024
|
|
|
11.50
|
|
|
|
3,500,000
|
|
2021 Registered Direct Offering Warrants
|
|
SPA (July 28, 2021)
|
|
January 28, 2027
|
|
|
5.00
|
|
|
|
2,812,501
|
|
|
|
|
|
|
|
|
|
|
|
|
9,212,501
|
|
|
B.
|
Stock-based Compensation:
|
On March 30, 2021, the Board of Directors
approved the grant of 985,530 options to 94 employees, including five senior officers, one consultant, and six directors under the
Company’s 2019 Equity Incentive Plan, without consideration. Options were granted at an exercise price of $7.02 per share with
a vesting period of four years. Directors and senior officers are entitled to full acceleration of their unvested options upon the occurrence
of both a change in control of the Company and the end of their engagement with the Company.
BIOMX
INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands, except share and per share
data)
NOTE 5 – STOCKHOLDERS EQUITY (Cont.)
|
B.
|
Stock-based Compensation:
(Cont.)
|
The fair value of each option was estimated
as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions:
|
|
Nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
Underlying value of Common Stock ($)
|
|
|
7.02
|
|
|
|
5.59-6.21
|
|
Exercise price ($)
|
|
|
7.02
|
|
|
|
5.59-6.21
|
|
Expected volatility (%)
|
|
|
85.0
|
|
|
|
85.0
|
|
Expected terms of the option (years)
|
|
|
6.11
|
|
|
|
6.25
|
|
Risk-free interest rate (%)
|
|
|
1.17
|
|
|
|
0.37-0.52
|
|
The cost of the benefit embodied in the
options granted during the nine months ended September 30, 2021, based on their fair value as at the grant date, is estimated to be approximately
$5,138. These amounts will be recognized in statements of operations over the vesting period.
|
(1)
|
A summary of options granted
to purchase the Company’s Common Stock under the Company’s share option plans is as follows:
|
|
|
For the Nine Months Ended
September 30, 2021
|
|
|
|
Number of
Options
|
|
|
Weighted
Average
Exercise Price
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding at the beginning of period
|
|
|
3,569,766
|
|
|
|
3.12
|
|
|
|
12,338
|
|
Granted
|
|
|
985,530
|
|
|
|
7.02
|
|
|
|
|
|
Forfeited
|
|
|
(116,235
|
)
|
|
|
4.72
|
|
|
|
|
|
Exercised
|
|
|
(79,545
|
)
|
|
|
1.52
|
|
|
|
|
|
Outstanding at the end of period
|
|
|
4,359,516
|
|
|
|
3.99
|
|
|
|
9,380
|
|
Exercisable at the end of period
|
|
|
2,354,505
|
|
|
|
|
|
|
|
|
|
Weighted average remaining contractual life of outstanding options – years as of September 30, 2021
|
|
|
7.43
|
|
|
|
|
|
|
|
|
|
BIOMX
INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands, except share and per share
data)
NOTE 5 – STOCKHOLDERS EQUITY (Cont.)
|
B.
|
Stock-based Compensation:
(Cont.)
|
Warrants:
As of September 30, 2021, the Company
had the following outstanding stock-based compensation warrants to purchase Common Stock:
Warrant
|
|
Issuance Date
|
|
Expiration
Date
|
|
Exercise
Price
Per Share
|
|
|
Number
of
Shares of
Common Stock
Underlying
Warrants
|
|
Private Warrants issued to Yeda (see 1 below)
|
|
May 11, 2017
|
|
May 11, 2025
|
|
|
(*
|
)
|
|
|
-
|
|
Private Warrants issued to scientific founders (see 2 below)
|
|
November 27, 2017
|
|
|
|
|
-
|
|
|
|
2,974
|
|
|
|
|
|
|
|
|
|
|
|
|
2,974
|
|
|
1.
|
In May 2017, in accordance with a license agreement, the Company issued to Yeda Research and Development Company Limited (“Yeda”), for nominal consideration, 591,382 warrants to purchase Common Stock at $0.0001 nominal value, for nominal consideration. Yeda had the option to exercise the warrants on a cashless basis. In 2020, the license agreement was terminated.
On March 10, 2021, Yeda exercised 362,444 warrants on a cashless basis, resulting in the issuance of 362,383 shares of Common Stock. The remainder of the warrants were cancelled as part of the termination of the license agreement.
Expenses and income are included in R&D expenses, net in the condensed consolidated statements of operations. For the nine months ended September 30, 2021 and 2020, the Company did not record any expenses.
|
BIOMX
INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands, except share and per share
data)
NOTE 5 – STOCKHOLDERS EQUITY (Cont.)
|
B.
|
Stock-based Compensation:
(Cont.)
|
|
2.
|
In November 2017, BiomX Israel issued 7,615 warrants to Yeda and 2,974 warrants to its scientific founders. All the warrants were fully vested at their grant date and will expire immediately prior to a consummation of an M&A transaction. The warrants did not expire as a result of the Recapitalization Transaction and have no exercise price.
|
|
(2)
|
The following table sets
forth the total stock-based payment expenses resulting from options granted, included in the statements of operations:
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
Research and development expenses, net
|
|
|
1,539
|
|
|
|
1,345
|
|
General and administrative
|
|
|
1,113
|
|
|
|
783
|
|
|
|
|
2,652
|
|
|
|
2,128
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
Research and development expenses, net
|
|
|
581
|
|
|
|
843
|
|
General and administrative
|
|
|
446
|
|
|
|
271
|
|
|
|
|
1,027
|
|
|
|
1,114
|
|
NOTE 6 – BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is computed on
the basis of the net loss for the period divided by the weighted average number of shares of Common Stock outstanding during the period.
Diluted loss per share is based upon the weighted average number of shares of Common Stock and of potential shares of Common Stock outstanding
when dilutive. Potential shares of Common Stock equivalents include outstanding stock options and warrants, which are included under
the treasury stock method when dilutive. The calculation of diluted loss per share for the three and nine months ended September 30,
2021 does not include 4,359,516, 9,215,475 and 6,000,000 of shares underlying options, shares underlying warrants and contingent shares,
respectively, because the effect would be anti-dilutive.
NOTE 7 – SUBSEQUENT EVENTS
|
A.
|
In October 2021 the Company entered into a binding agreement with a subsidiary of Maruho Co. Ltd., or Maruho, a leading dermatology-focused pharmaceutical company in Japan,
pursuant to which the Company issued to Maruho 375,000 shares of Common Stock at a price of $8.00 per share for gross proceeds of $3,000. The company also granted Maruho a right of first offer to license its atopic dermatitis product candidate, BX005, in Japan. The right of first offer will commence following the availability of results from the Phase 1/2 study expected in 2022.
|
|
B.
|
On October 18, 2021, the Company announced the results of a Phase 2 cosmetic clinical study of BX001. The study was a 12-week randomized, single center, double-blind, placebo-controlled trial in 140 women with mild-to-moderate acne vulgaris. No meaningful difference was demonstrated for BX001 relative to placebo. The Company has decided not to continue pursuing this program.
|