Quarterly report pursuant to Section 13 or 15(d)

Stockholders Equity

Stockholders Equity
3 Months Ended
Mar. 31, 2021
Stockholders' Equity Note [Abstract]  

  A. Share Capital:

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.


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
Exercise Price
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                  


As of March 31, 2021, the Company had the following outstanding warrants to purchase Common Stock:

Warrant   Issuance Date   Expiration
Per Share
    Number of
Shares of
Common Stock
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  

(*) less than $0.001.


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