Quarterly report pursuant to Section 13 or 15(d)

Acquisition of Subsidiary

Acquisition of Subsidiary
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  



In November 2017, BiomX Israel signed a share purchase agreement with the shareholders of RondinX Ltd. In accordance with the share purchase agreement, BiomX Israel acquired 100% control and ownership of RondinX Ltd. for consideration valued at $4.5 thousand. The consideration included the issuance of 250,023 Preferred A Shares, the issuance of warrants to purchase an aggregate of 4,380 Series A-1 preferred shares and additional contingent consideration. The contingent consideration is based on the attainment of future clinical, developmental, regulatory, commercial and strategic milestones relating to product candidates for the treatment of primary sclerosing cholangitis or entry into qualifying collaboration agreements with certain third parties. The contingent consideration may require the Company to issue 567,729 shares of Common Stock upon the attainment of certain milestones, as well as make future cash payments and/or issue additional shares of the most senior class of the Company's shares authorized or outstanding as of the time the payment is due, or a combination of both of up to $32 thousand within ten years from the closing of the share purchase agreement. The contingent consideration may also require the Company to pay a qualifying up-front fee upon entering of agreements with certain third parties or their affiliates within three years from the closing of the share purchase agreement. The Company has the discretion of determining whether milestone payments will be made in cash or by issuance of shares.


There were no changes in the fair value hierarchy leveling during the nine months ended September 30, 2020 or 2019.


The change in the fair value of the contingent consideration as of September 30, 2020 and 2019 was as follows:


    Contingent consideration  
As of December 31, 2019     585  
Revaluation of contingent consideration     116  
As of September 30, 2020     701  


    Contingent consideration  
As of December 31, 2018     889  
Revaluation of contingent consideration     20  
As of September 30, 2019     909