Equity | Note 11 - 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 (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. The issuance costs in the three months ended June 30, 2020 were $31. 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 six month periods ended June 30, 2020 and June 30, 2019, 814,000 and 130,000 options were granted, respectively. The vesting period for the options is three years. The average exercise prices for the options that were granted during the six months ended June 30, 2020 and June 30, 2019 are $0.24 and $0.67, 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 six months ended June 30, 2020 and June 30, 2019 was estimated on the date of grant, using the Black-Scholes model and the following assumptions: Six months ended 2020 2019 Expected dividend yield 0 % 0 % Expected volatility 107 % 79 % Risk-free interest rate 0.36 % 2.41 % Expected life - in years 2.49 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 June 30, 2020, are summarized in the following table: Number of Weighted Outstanding – December 31, 2019 809,000 $ 0.93 Options granted 814,000 0.24 Options expired or forfeited (30,000 ) 0.86 Outstanding – June 30, 2020 1,593,000 0.58 Exercisable as of: December 31, 2019 505,657 $ 1.06 June 30, 2020 510,657 $ 1.04 The weighted average fair value of options granted during the six months ended June 30, 2020 and during the six months ended June 30, 2019 is $0.12 and $0.24, respectively, per option. The aggregate intrinsic value of outstanding options as of June 30, 2020 and December 31, 2019 is approximately $228 and zero, respectively. The aggregate intrinsic value of exercisable options as of June 30, 2020 and December 31, 2019 is zero. The following table summarizes information about options outstanding and exercisable (including options to non-employees) as of June 30, 2020: Options outstanding Options exercisable Number Weighted Number Weighted Outstanding average Weighted Outstanding average Weighted as of remaining Average As of remaining Average Range of June 30, contractual Exercise June 30, contractual Exercise exercise price ($) 2020 life (years) Price 2020 life (years) Price 0.28-0.90 1,127,000 4.26 0.34 120,995 1.35 0.76 1.07-1.68 466,000 1.84 1.14 389,662 1.73 1.13 1,593,000 3.55 510,657 1.64 As of June 30, 2020, there was approximately $153 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 1.41 years. During the three months ended June 30, 2020 and June 30, 2019, the Company recorded stock-based compensation expenses in the amount of $16 and $44, respectively, in accordance with ASC 718, “Compensation-Stock Compensation”. During the six months ended June 30, 2020 and June 30, 2019, the Company recorded stock-based compensation expenses in the amount of $28 and $90, respectively, in accordance with ASC 718, “Compensation-Stock Compensation”. C. Stock options and warrants in the amounts of 1,593,000 and 1,417,332 outstanding as of June 30, 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. D. Shares to non-employees There were no grants to non-employees during the six months ended June 30, 2020. During the six months ended June 30, 2019, the Company granted 30,000 ordinary shares to its consultants. The expenses that are recognized due to those grants are immaterial and are presented within ‘stock-based compensation’ in the statement of changes in equity for the six months ended June 30, 2019. |