Quarterly report pursuant to Section 13 or 15(d)

Commitments and Contingent Liabilities

v3.20.2
Commitments and Contingent Liabilities
6 Months Ended
Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENT LIABILITIES
NOTE 7 COMMITMENTS AND CONTINGENT LIABILITIES

 

  A.

During 2015, 2016 and 2017, BiomX Israel submitted three applications to the IIA for an R&D project for the technological incubators program. The approved budget per year per application was NIS 2.7 million (approximately $726 thousand). According to the IIA directives, the IIA transferred to the Company 85% of the approved budget while the remainder of the budget was funded by certain shareholders.

 

In December 2019, the IIA approved a new application for a total budget of NIS 10.8 million (approximately $3.1 million). IIA committed to funding 30% of the approved budget. The program is for the period beginning July 2019 through December 2019. BiomX Israel has not yet submitted the final report to the IIA for this program.

 

During December 2019, BiomX Israel submitted three additional applications to the IIA, for a total budget of NIS 41.1 million (approximately $11.9 million). The IIA approved one, for a total budget of NIS 15.6 million (approximately $4.4 million). The IIA will fund 30% of this budget. The program is for the period beginning January 2020 through December 2020. As of June 30, 2020, the Company received NIS 1.6 million (approximately $0.5 million) from the IIA with respect to the program.

 

According to the agreement with the IIA, 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 USD. 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 the Company. 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 Company's R&D programs and generating sales. The Company 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 June 30, 2020; therefore, no liability was recorded in these condensed consolidated financial statements. 

 

As of June 30, 2020, the Company had a contingent obligation to the IIA in the amount of approximately $2.3 million including annual interest of LIBOR linked to the USD.

 

  B.

In June 2015, BiomX Israel entered into a Research and License Agreement (the "2015 License Agreement") as amended with Yeda Research and Development Company Limited ("Yeda"), according to which Yeda undertakes to procure the performance of certain research, including proof-of-concept studies testing in-vivo phage eradication against a model bacteria in germ free mice, development of an inflammatory bowel disease ("IBD") model in animals under germ-free conditions and establishing an in-vivo method for measuring immune induction capability (Th1) of bacteria, followed by testing several candidate IBD inducing bacterial strains during the research period, as defined in the 2015 License Agreement and subject to the terms and conditions specified in the 2015 License Agreement. BiomX Israel contributed an aggregate of approximately $1.8 million to the research budget agreed upon in the 2015 License Agreement. In addition, Yeda granted BiomX Israel an exclusive worldwide license for the development, production and sale of the products, as defined and subject to the terms and conditions specified in the 2015 License Agreement. In return, BiomX Israel will pay Yeda annual license fees of approximately $10 thousand and royalties on revenues as defined in the 2015 License Agreement. In addition, in the event of certain mergers and acquisitions by the Company, Yeda will be entitled to an amount equivalent to 1% of the consideration received under such transaction (the "Exit Fee"), as adjusted per the terms of the 2015 License agreement. Upon the closing of the Recapitalization Transaction, the provisions of the 2015 License agreement related to the Exit Fee were amended wherein the Company will be obligated to pay Yeda a one-time payment instead of the Exit Fee, as described in the amendment which will not exceed 1% of the consideration received under any merger or acquisition involving the Company (see note 7H). As the Company has not yet generated revenue from operations, no provision was included in the condensed consolidated financial statements as of June 30, 2020 and December 31, 2019 with respect to the 2015 License Agreement.

 

  C.

In May 2017, BiomX Israel signed an additional agreement with Yeda (the "2017 License Agreement"), according to which, Yeda provided a license to the Company. As consideration for the license, the Company will pay $10 thousand over the term of the 2017 License Agreement, unless earlier terminated by either party, and granted Yeda 591,382 warrants to purchase shares of Common Stock of the BiomX Inc. Refer to Note 8 below for the terms of the warrants granted. In addition, the 2017 License Agreement includes additional consideration contingent upon future sales or sublicensing revenue. As the Company has not yet generated revenue from operations, no provision was included in the consolidated financial statements with respect to the 2017 License Agreement as of June 30, 2020 and December 31, 2019.

 

In July 2019, the Company and Yeda amended the 2015 License Agreement and the 2017 License Agreement with Yeda (the "Amendment"). See note 7H regarding the amendment.

 

  D.

In April 2017, BiomX Israel signed an exclusive patent license agreement with the Massachusetts Institute of Technology ("MIT") covering methods to synthetically engineer phage. According to the agreement, BiomX Israel received an exclusive, royalty-bearing license to certain patents held by MIT. In return, BiomX Israel paid an initial license fee of $25 thousand during the year ended December 31, 2017 and is required to pay certain license maintenance fees of up to $250 thousand in each subsequent year and following the commercial sale of licensed products. BiomX Israel is also required to make payments to MIT upon the satisfaction of development and commercialization milestones totaling up to $2.4 million in aggregate as well as royalty payments on future revenues. The consolidated financial statements as of June 30, 2020 and December 31, 2019 include a liability with respect to this agreement in the amount of $156 thousand and $108 thousand, respectively.

 

  E.

As successor in interest to RondinX Ltd., BiomX Israel is a party to a license agreement dated March 20, 2016 with Yeda, pursuant to which BiomX Israel has a worldwide exclusive license to Yeda's know-how, information and patents related to the Company's meta-genomics target discovery platform. As consideration for the license, BiomX Israel will pay license fees of $10 thousand subject to the terms and conditions of the agreement. Either party has the option to terminate the agreement at any time by way of notice to the other party as outlined in the agreement. In addition, the Company will pay a royalty in the low single digits on revenue of products. The consolidated financial statements as of June 30, 2020 and December 31, 2019 include a liability with respect to this agreement in the amount of $89 thousand and $260 thousand, respectively.

 

  F. In December 2017, BiomX Israel signed a patent license agreement with Keio University and JSR Corporation in Japan. According to the agreement, BiomX Israel received an exclusive patent license to certain patent rights related to the Company's IBD program. In return, the Company will pay annual license fee of between $15 thousand to $25 thousand subject to the terms and conditions specified in the agreement. Additionally, the Company is obligated to make additional payments based upon the achievement of clinical and regulatory milestones up to an aggregate of $3.2 million and royalty payments based on future revenue. As the Company has not yet generated revenue from operations, and the achievement of certain milestones is not probable, no provision was included in the condensed consolidated financial statements as of June 30, 2020 and December 31, 2019 with respect to the agreement.

  

   

In April 2019, BiomX Israel signed an additional patent license agreement with Keio University and JSR Corporation in Japan. According to the agreement, BiomX Israel received an exclusive sublicense by JSR to certain patent rights related to the Company's Primary Sclerosing Cholangitis program. In return, the Company is required (i) to pay a license issue fee of $20 thousand and annual license fees ranging from $15 thousand to $25 thousand and (ii) make additional payments based upon the achievement of clinical and regulatory milestones up to an aggregate of $3.2 million and (iii) make tiered royalty payments, in the low single digits based on future revenue. The consolidated financial statements include liabilities with respect to this agreement in the amount of $398 thousand and $217 thousand as of June 30, 2020 and December 31, 2019, respectively.

 

  G. BiomX Israel committed to enter into loan agreements with certain shareholders who were subject to taxation in Israel in connection with the Recapitalization Transaction. The loans are for a period of up to two years, are non-recourse, and are secured by Company shares issued to them that have a value that equals three times the loan amount. If any of such shareholders defaults on such loan, the Company will have the right to forfeit or sell such number of shares as have a value equal to the amount of the loan (plus interest accrued thereon) not timely repaid, based on their market price at the time of such forfeiture or sale. As of June 30, 2020, one loan was granted in the amount of $19 thousand, and the aggregate amount of the remaining potential commitment is $89 thousand. All other shareholders waived their right to the loans. The number of shares of Common Stocks in respect of which the $19 thousand loan was granted was 5,700. The granting of the loan and the restrictions imposed on the related Common Stock until repayment of the loan were accounted as an acquisition of treasury stock by the Company at an amount equal to the loan.
     
  H. In July 2019, the Company and Yeda amended the 2015 License Agreement and to the 2017 License Agreement with Yeda. Pursuant to the Amendment, following the closing of the Recapitalization Transaction, the provisions of the Yeda license agreements related to the exit fee were amended so that the Company is obligated to pay Yeda a one-time payment as described in the Amendment which will not exceed 1% of the consideration received in the event of any merger or acquisition involving the Company instead of the Exit Fee, with respect to each license agreement.