STOCK BASED COMPENSATION | NOTE 8 - STOCK-BASED COMPENSATION: As of August 31, 2016, the Company has one stock option plan, the Second Amended and Restated 2008 Stock Incentive Plan, under which, the Company had reserved a pool of 2,400,000 shares of the Company’s common stock which may be issued at the discretion of the Company’s Board of Directors from time to time. Under this Plan, each option is exercisable into one share of common stock of the Company. The options may be exercised after vesting and in accordance with vesting schedules which will be determined by the Board of Directors for each grant. The maximum term of the options is 10 years. The fair value of each stock option grant is estimated at the date of grant using a Black Scholes option pricing model. The volatility is based on a historical volatility, by statistical analysis of the weekly share price for past periods. The expected term is the length of time until the expected dates of exercising the options, and is estimated with respect to awards granted to employees using the simplified method due to insufficient specific historical information of employees' exercise behavior. The following are the significant stock options transactions with employees, board members and non-employees made during the years ended August 31, 2016, 2015 and 2014: a. On April 9, 2014, options to purchase an aggregate of 94,268 shares of the Company were granted to the CEO and to the Chief Technology Officer (the "CTO"), both related parties, at an exercise price of $12.45 per share (equivalent to the traded market price on the date of grant). The options vested with respect to 31,420 shares of common stock on April 30, 2014, and the remaining shares of common stock vested in eight equal monthly installments of 7,586 each. These options expire on April 9, 2024. The fair value of these options on the date of grant was $781, using the Black Scholes option-pricing model and was based on the following assumptions: dividend yield of 0% for all years; expected volatility of 82.06%; risk-free interest rates of 1.65%; and expected term of 5.21 years. b. On April 9, 2014, options to purchase an aggregate of 52,376 shares of the Company were granted to four members of the Company’s Board of Directors (“Directors”) at an exercise price of $12.45 per share (equivalent to the traded market price on the date of grant). The options vested in two equal installments, on July 1, 2014 and January 1, 2015, and expire on April 9, 2024. The fair value of these options on the date of grant was $435, using the Black Scholes option-pricing model and was based on the following assumptions: dividend yield of 0% for all years; expected volatility of 82.06%; risk-free interest rates of 1.65%; and expected term of 5.21 years. On August 29, 2016, the service period of three Directors was ended and the expiration period of their options was amended to November 29, 2016. c. On November 13, 2014, the Company granted a total of 19,576 restricted stock units (“RSUs”) representing a right to receive shares of the Company’s common stock to the CEO, and the Company’s CTO, both related parties. The RSUs vested in two equal installments, each of 9,788 shares, on November 30 and December 31, 2014. The total fair value of these RSUs on the date of grant was $135, using the quoted closing market share price of $6.90 on the Nasdaq Capital Market on the date of grant. The shares of common stock underlying the RSUs will be issued upon request of the grantee. As of August 31, 2016, a total of 19,576 RSUs were vested and outstanding. d. On November 13, 2014, the Company granted a total of 10,872 RSUs representing a right to receive shares of the Company’s common stock to four members of the Company's Board of Directors. The RSUs vested on January 1, 2015. The total fair value of these RSUs on the date of grant was $75, using the quoted closing market share price of $6.90 on the Nasdaq Capital Market on the date of grant. e. On February 23, 2015, the Company granted a total of 159,696 RSUs representing a right to receive shares of the Company’s common stock to the Company’s CEO and the CTO, both related parties. The RSUs vest in 23 installments consisting of one installment of 13,308 shares on February 28, 2015 and 22 equal monthly installments of 6,654 shares each, commencing March 31, 2015. The total fair value of these RSUs on the date of grant was $728, using the quoted closing market share price of $4.56 on the Nasdaq Capital Market on the date of grant. The shares of common stock underlying the RSUs will be issued upon request of the grantee. As of August 31, 2016, a total of 133,080 RSUs were vested and outstanding. f. On February 23, 2015, the Company granted a total of 88,712 RSUs representing a right to receive shares of the Company’s common stock to four members of the Company's Board of Directors (22,178 RSUs to each director). The RSUs vest in two equal installments, each of 44,356 shares, on December 31, 2015 and December 31, 2016. The total fair value of these RSUs on the date of grant was $405, using the quoted closing market share price of $4.56 on the Nasdaq Capital Market on the date of grant. On August 24, 2016 the Company determined, with respect to three of these members of the Company's Board of Directors, to accelerate the second installment of their RSUs, such that 22,179 RSUs were vested on August 29, 2016 and their remaining 11,088 RSUs were forfeited. g. On February 23, 2015, the Company granted a total of 63,216 RSUs to three employees of the Subsidiary. The RSUs vest in 23 installments, consisting of one installment of 5,268 shares on February 28, 2015 and 22 equal monthly installments of 2,634 shares each, commencing March 31, 2015. The total fair value of these RSUs on the date of grant was $288, using the quoted closing market share price of $4.56 on the Nasdaq Capital Market on the date of grant. h. On November 19, 2015, options to purchase an aggregate of 22,000 of the Company’s shares of common stock were granted to two consultants at an exercise price of $7.36 per share (equivalent to the traded market price on the date of grant) and expiration date of November 19, 2025. 10,000 of the options vested in one installment on December 1, 2015, and the remaining 12,000 options vest in twelve equal quarterly installments, commencing January 1, 2016. On August 3, 2016 the consulting agreement with one of these consultants, to whom 12,000 options were granted, was terminated. As a result, as of August 31, 2016 only 3,000 options were vested, and the remaining 9,000 unvested options were forfeited. In addition, the expiration date of the 3,000 vested options was updated to November 3, 2016 (3 months following the termination date of the agreement). As of August 31, 2016, the Company recorded stock based compensation expenses of $93 related to these awards. i. Options to employees, directors and non-employees The fair value of each option grant is estimated on the date of grant using the Black Scholes option-pricing model with the following assumptions: For options granted in 2016 2014 Expected option life (years) 10.00 5.21 Expected stock price volatility (%) 80.46 82.06 Risk free interest rate (%) 2.24 1.65 Expected dividend yield (%) 0.0 0.0 No options were granted in fiscal 2015. A summary of the status of the stock options granted to employees and directors as of August 31, 2016, 2015 and 2014, and changes during the years ended on those dates, is presented below: Year ended August 31, 2016 2015 2014 Number of options Weighted Number Weighted Number Weighted $ $ $ Options outstanding at beginning of year 904,234 6.75 908,901 6.75 1,049,249 4.13 Changes during the year: Granted - at market price - - - - 149,200 12.45 Forfeited - - (3,297 ) 6.00 - - Exercised - - (1,370 ) 6.00 (289,548 ) 0.18 Options outstanding at end of year 904,234 6.75 904,234 6.75 908,901 6.75 Options exercisable at end of year 904,234 883,234 786,328 Weighted average fair value of options granted during the year $ - $ - $ 8.31 Costs incurred in respect of stock-based compensation for employees and directors, for the years ended August 31, 2016, 2015 and 2014 were $14, $278 and $1,422, respectively. The total intrinsic value of employees' options exercised during the year ended August 31, 2014 was $2,847. The options exercised during the year ended August 31, 2015, were at a price equal to the market price at the exercise date. None of the options were exercised by employees during the year ended August 31, 2016. The following table presents summary information concerning the options granted to employees and directors outstanding as of August 31, 2016: Range of Number Weighted Weighted Aggregate $ Years $ $ 4.08 to 6.00 510,234 3.98 4.94 1,157,359 6.48 to 7.88 244,800 3.72 7.06 105,120 12.45 149,200 5.67 12.45 - 904,234 4.19 6.75 1,262,479 All options granted to employees and directors that were outstanding as of August 31, 2016, were also exercisable as of August 31, 2016. As of August 31, 2016, there were no unrecognized compensation costs related to non-vested options previously granted to employees and directors. A summary of the status of the stock options granted to non-employees outstanding as of August 31, 2016, 2015 and 2014, and changes during the years ended on this date, is presented below: Year ended August 31, 2016 2015 2014 Number Weighted Number Weighted Number Weighted $ $ $ Options outstanding at beginning of year 40,286 7.29 62,221 7.13 79,689 7.21 Changes during the year: Granted 22,000 7.36 Exercised (18,718 ) 6.00 - - (17,468 ) 7.49 Forfeited (9,000 ) 7.36 Expired (4,900 ) 6.00 (21,935 ) 6.82 - - Options outstanding at end of year 29,668 8.35 40,286 7.29 62,221 7.13 Options exercisable at end of year 29,668 36,119 53,888 The Company recorded stock-based compensation of $102, $3 and $46 during the years ended August 31, 2016, 2015 and 2014, respectively, related to non-employees' awards. The total intrinsic value of non-employees' options exercised during the years ended August 31, 2016 and 2014, was $37 and $187, respectively. None of the options were exercised by non-employees during the year ended August 31, 2015. The following table presents summary information concerning the options granted to non-employees outstanding as of August 31, 2016: Range of Number outstanding Weighted Weighted Aggregate $ Years $ $ 7.36 13,000 7.13 7.36 - 9.12 16,668 2.36 9.12 - 29,668 4.45 8.35 - All options granted to non-employees and directors that were outstanding as of August 31, 2016, were also exercisable as of August 31, 2016. As of August 31, 2016, there were no unrecognized compensation costs related to non-vested non-employee options. k. Restricted stock units The following table summarizes the activities for unvested RSUs granted to employees and directors for the years ended August 31, 2016 and 2015: Year ended August 31, 2016 2015 Number of RSUs Unvested at the beginning of period 313,216 - Granted 1,000 346,704 Vested and issued (101,459 ) (33,488 ) Forfeited (11,088 ) - Outstanding at the end of the period 201,669 313,216 Vested and unissued (see notes 8c and 8e) 152,656 72,808 The Company recorded stock-based compensation of $518 and $1,066, during the years ended August 31, 2016 and 2015, respectively, related to RSU awards. As of August 31, 2016, there were $29 of unrecognized compensation costs related to RSUs, to be recorded over the next 12 months. |