Equity | Note 10 – Equity A. Share capital On December 23, 2019, the Company entered into a share purchase agreement (hereinafter – the “Agreement”) with Jerry L Ivy, Jr. Descendants Trust (hereinafter - “Ivy”) and two other investors who are members of the Company’s Board of Directors (collectively together with Ivy – “Investors”). The Agreement relates to a private placement of an aggregate of up to 12,500,000 ordinary shares of the Company for aggregate gross proceeds to the Company of up to $2,500. As part of this Agreement, in December 2019 and January 2020, the Company issued 5,460,000 and 1,040,000 ordinary shares, respectively, for aggregate gross proceed of $1,092 and $208, respectively. The issuance costs were approximately $111 during the second half of 2019. The issuance costs in the three months ended March 31, 2020 were $8. Under the terms of the Agreement and following the issuance of those shares, the Company appointed one representative to its Board of Directors, designated by Ivy. Also, pursuant to the Agreement, Ivy has a right to purchase any future equity securities offered by the Company, except with respect to certain exempt issuances as set forth in the Agreement. The issuance of the remaining 6,000,000 ordinary shares (hereinafter – the “Subsequent Closing”) for aggregate gross proceeds of $1,200 took place in April 2020, following the approval by the Company’s shareholders on April 14, 2020, of the resolutions detailed below, that were required for the consummation of the Subsequent Closing under the Agreement and the applicable law: (i) an increase in the number of the ordinary shares authorized for issuance from 50,000,000 to 100,000,000; (ii) the issuance of the ordinary shares to Ivy following which Ivy will hold 25% or more of the total voting rights at general meetings of the shareholders of the Company; and (iii) the election of the representative designated by Ivy to the Company’s Board of Directors. In addition, pursuant to the terms of the Agreement, on May 5, 2020, after the consummation of the Subsequent Closing, the Company’s Board of Directors appointed an additional representative designated by Ivy. The appointment of such designee shall remain valid through the next general meeting of the Company’s shareholders or as set forth in the Articles of Association of the Company. B. Stock option plans During each of the three-month periods ended March 31, 2020 and March 31, 2019, 204,000 and 100,000 options were granted, respectively. The vesting period for the options is three years. The exercise prices for the options that were granted during the three months ended March 31, 2020 and March 31, 2019, are $0.28 and $0.70, respectively. Those options expire up to five years after the date of grant. Any options which are forfeited or cancelled before expiration become available for future grants under the Company’s option plan. The fair value of each option granted to employees during the three months ended March 31, 2020 and March 31, 2019 was estimated on the date of grant, using the Black-Scholes model and the following assumptions: Three months ended 2020 2019 Expected dividend yield 0 % 0 % Expected volatility 102.45 % 79 % Risk-free interest rate 0.65 % 2.47 % Expected life - in years 2.44 2.44 1. Dividend yield of zero percent for all periods. 2. Expected average volatility represents a weighted average standard deviation rate for the price of the Company's ordinary shares on Nasdaq and on the OTCQX market, as applicable. 3. Risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. 4. Estimated expected lives are based on historical grants data. The Company’s options activity (including options to non-employees) and options outstanding and options exercisable as of December 31, 2019 and March 31, 2020, are summarized in the following table: Number of options outstanding Weighted average exercise price per share Outstanding – December 31, 2019 809,000 $ 0.93 Options granted 204,000 0.28 Options expired or forfeited (5,000 ) 1.68 Outstanding – March 31, 2020 1,008,000 0.79 Exercisable as of: December 31, 2019 505,657 $ 1.06 March 31, 2020 500,657 $ 1.05 The weighted average fair value of options granted during the three months ended March 31, 2020 and during the three months ended March 31, 2019 is $0.11 and $0.25, respectively, per option. The aggregate intrinsic value of outstanding options as of March 31, 2020 and December 31, 2019 is zero. The aggregate intrinsic value of exercisable options as of March 31, 2020 and December 31, 2019 is zero. The following table summarizes information about options outstanding and exercisable (including options to non-employees) as of March 31, 2020: Options outstanding Options Exercisable Number Weighted Number Weighted outstanding average Weighted Outstanding average Weighted as of remaining Average as of remaining Average March 31, contractual Exercise March 31, contractual Exercise Range of exercise price ($) 2020 life (years) Price ($) 2020 life (years) Price ($) 0.28-0.90 537,000 3.92 0.48 110,995 1.53 0.77 1.07-1.68 471,000 2.18 1.14 389,662 2.08 1.13 1,008,000 3.11 500,657 1.96 As of March 31, 2020, there was approximately $100 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of approximately 1.17 years. During the three months ended March 31, 2020, and March 31, 2019, the Company recorded stock-based compensation expenses in the amount of $12 and $46, respectively, in accordance with ASC 718, “Compensation-Stock Compensation.” C Stock options and warrants in the amounts of 1,008,000 and 1,595,666 outstanding as of March 31, 2020 and 2019, respectively, have been excluded from the calculation of the diluted net loss per ordinary share because all such securities have an anti-dilutive effect for all periods presented. |