| STOCKHOLDERS EQUITY |
| 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 three months ended March 31, 2021, the Company sold 601,674 shares of Common Stock under the ATM Agreement, at an average
price of $7.20 per share, raising aggregate net proceeds of approximately $4,334, after deducting an aggregate commission of $134.
| |
B. |
Stock-based
Compensation: |
In
2019, the Company adopted a new incentive plan (the “2019 Plan”) to grant 1,000 options, exercisable for Common Stock.
The
aggregate number of shares of Common Stock that may be delivered pursuant to the 2019 Plan will automatically increase on January 1 of
each year, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to four percent (4%) of the
total number of shares of Common Stock outstanding on December 31 of the preceding calendar year (“Evergreen Amount”). Notwithstanding
the foregoing, the Board may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year
or that the increase for such year will be a lesser number of shares of Common Stock than the Evergreen Amount. On January 1, 2020
and January 1, 2021, the number of shares of Common Stock available to grant under the 2019 Plan was increased by 914,741 and 930,813,
respectively, to an aggregate of 1,846,554 shares.
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 2019 Plan, without consideration. Options were granted at an exercise price of $7.02 per share
with a vesting period of four years. Directors and senior officers are entitled to full acceleration of their unvested options upon the
occurrence of both a change in control of the Company and the end of their engagement with the Company.
The
fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using
the following assumptions:
| |
|
Three
Months Ended March
31,
|
|
| |
|
2021 |
|
|
2020 |
|
| Underlying
value of Common Stock ($) |
|
|
7.02 |
|
|
|
6.21 |
|
| Exercise price ($) |
|
|
7.02 |
|
|
|
6.21 |
|
| Expected
volatility (%) |
|
|
85.0 |
|
|
|
85.0 |
|
| Term
of the option (years) |
|
|
6.11 |
|
|
|
6.11 |
|
| Risk-free
interest rate (%) |
|
|
1.17 |
|
|
|
0.52 |
|
The
cost of the benefit embodied in the options granted during the three months ended March 31, 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 Three Months Ended
March 31, 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 |
|
|
(78,854 |
) |
|
|
3.86 |
|
|
|
|
|
| Exercised |
|
|
(12,646 |
) |
|
|
1.84 |
|
|
|
|
|
| Outstanding
at the end of period |
|
|
4,463,796 |
|
|
|
3.97 |
|
|
|
14,612 |
|
| Exercisable
at the end of period |
|
|
2,135,586 |
|
|
|
|
|
|
|
|
|
| Weighted
average remaining contractual life of outstanding options – years as of March 31, 2021 |
|
|
7.91 |
|
|
|
|
|
|
|
|
|
Warrants:
As
of March 31, 2021, the Company had the following outstanding 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 three months ended
March 31, 2021 and March 31, 2020, the Company did not record any expenses.
|
| |
|
236,552
warrants were fully vested and exercisable on the date of their issuance. The remainder of
the warrants would have vested and become exercisable subject to achievement of certain milestones. |
| |
|
During
2020, 236,553 warrants were cancelled following termination of the license agreement. |
| |
|
As
of December 31, 2020, 118,277 warrants were vested as the license agreement was terminated
after the second anniversary with no milestone having been attained. |
| |
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: |
| |
|
Three
Months Ended
March 31, |
|
| |
|
2021 |
|
|
2020 |
|
| Research
and development expenses, net |
|
|
331 |
|
|
|
192 |
|
| General
and administrative |
|
|
199 |
|
|
|
145 |
|
| |
|
|
530 |
|
|
|
337 |
|
|