| BALANCES AND TRANSACTION WITH RELATED PARTIES |
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NOTE 9 - |
BALANCES AND TRANSACTION WITH RELATED PARTIES |
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A. |
Balances with related parties |
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As of December 31, |
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2019 |
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2018 |
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|
USD In thousands |
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| Additional paid in capital (treasury stock) (See 1 below) |
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(19 |
) |
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- |
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| Related party receivable (payable) See 2 below |
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|
50 |
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(50 |
) |
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B. |
Transactions with related parties |
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Year ended
December 31, |
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| |
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2019 |
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2018 |
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|
|
|
|
|
|
| R&D expenses (See 2 below) |
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|
(167 |
) |
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|
- |
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| General and administration expenses (See 3 below) |
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|
- |
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|
|
28 |
|
| |
1. |
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 December 31, 2019, one loan was granted in the amount of $19 thousand. The aggregate amount of the remaining potential commitment is $89 thousand. All other shareholders waived their right to the loans. The numbers of Common Stock in respect of which the $19 loan was granted was 5,700. The granting of the loan and the restrictions imposed on the relating 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 amount. |
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2. |
On October 31, 2018, BiomX Israel entered into a research collaboration agreement with Janssen Research & Development, LLC ("Janssen"), an affiliate of shareholder Johnson & Johnson Development Corporation, for a collaboration on biomarker discovery for inflammatory bowel disease ("IBD"). Under the agreement, BiomX Israel is eligible to receive fees totaling $167 thousand in instalments of $50 thousand within 60 days of signing of the agreement, $17 thousand upon completion of data processing, and two instalments of $50 thousand each, upon delivery of Signature Phase I of the Final Study Report (both terms defined within the agreement). This agreement ended in 2020, 30 days after the parties completed the research program and BiomX Israel provided Janssen with a final study report. As of December 31, 2019, consideration of $117 thousand had been received. The remaining $50 thousand consideration was received in January 2020. |
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3. |
In June 2015, an incubator company formation and financing agreement (the "Incubator Agreement") was signed between BiomX Israel and other investors. According to the Incubator Agreement, the role of the Incubator (as defined within the Incubator Agreement) was to provide BiomX Israel with offices, labs, administrative, finance, legal and other services. In return for these services, the Incubator was entitled to receive fees at amount equal to 20% of BiomX Israel's payroll expenses. Starting from July 2018, BiomX Israel no longer received these services from the Incubator. The Company recorded total expenses of $28 thousand for the year ended December 31, 2018, with respect to this agreement. |
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4. |
BiomX Israel entered into indemnification agreement with the Incubator on December 13, 2017. According to the agreement, the aggregate amount of the indemnification shall not exceed an aggregate of NIS 2,295 thousand (approximately $664 thousand). In addition, the indemnification is limited only to matters in connection with the Company's compliance with the IIA regulations and that such indemnification undertakings will not derogate from any other indemnification undertakings to which BiomX Israel is bound. |
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