Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.24.1
Subsequent Events
 12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
NOTE 19 - SUBSEQUENT EVENTS

 

  A. On January 18, 2024, the Company received the last instalment of $211 with respect to the BI research collaboration agreement as described in note 10F.

 

B. On March 6, 2024, the Company entered into a Merger Agreement with APT and certain other parties, as a result of which APT became a wholly-owned subsidiary of the Company. See note 1D for further information. Under the disclosure requirements of Accounting Standards Codification Topic 805, “Business Combinations”, the Company is required to provide information regarding the effect of the business combination. Due to the following limitations, the initial accounting for the business combination was incomplete at the time of the issuance of the financial statements, therefore, the Company did not include the above mentioned information as permitted by ASC 805-10-50-4 and ASC 805-30-50-3.

 

a.

The Acquisition closed on March 15, 2024, while the filing date of the Company’s annual financial statements in its annual report on Form 10-K is April 3, 2024.

 

b. Full and final financial data of APT was not available to the Company by the filing date of the Company’s annual financial statements in form 10-K.

 

c. The Company hasn’t completed the work of the purchase price allocation needed under ASC 805.

 

  C.

On March 6, 2024, concurrently with the consummation of the Acquisition, the Company entered into a securities purchase agreement with certain investors for aggregate gross proceeds of $50 million. See note 1D for further information.

 
  D.

On March 19, 2024, the Company prepaid all of the term loan under the Term Loan Facility in a total of $10,428. The prepayment included the End of Term Charge of $983 and accrued interest of $69. The Company received a waiver regarding the prepayment charge that should have been 1% out of the prepaid principal amount that equals to $94.

 
  E.

On March 21, 2024, RondinX signed an agreement with the Israeli tax authority in respect to an assessment for the years 2018-2022. The agreement concluded that RondinX’s IP and employees were transferred to BiomX Israel on the acquisition date. As a result, RondinX had a capital gain equal to its carryforward losses of $2,785 (NIS 10,036 thousands) and no further payment will be required.