Quarterly report pursuant to Section 13 or 15(d)

Acquisition of Subsidiary

Acquisition of Subsidiary
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  


On November 19, 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 million. 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 treatment of primary sclerosing cholangitis or entry into qualifying collaboration agreements with certain third parties and may require the Company to issue 567,729 ordinary shares 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 million of the Company within ten years from the closing of the agreement and/or the entering of agreements with certain third parties or their affiliates that include a qualifying up-front fee and is entered into within three years from the closing of the agreement. The Company has the discretion of determining whether milestone payments will be made in cash or by issuance of shares.


BiomX Israel completed the RondinX Ltd. acquisition on November 27, 2017.


The contingent consideration is accounted for at fair value (level 3). There were no changes in the fair value hierarchy leveling during the three months ended March 31, 2020 and 2019.


The change in the fair value of the contingent consideration as of March 31, 2020 and 2019 was as follows (USD in thousands):


    Contingent consideration  
As of December 31, 2019     585  
Change in fair value of contingent consideration     56  
As of March 31, 2020     641  


    Contingent consideration  
As of December 31, 2018     889  
Change in fair value of contingent consideration     6  
As of March 31, 2019     895