STOCK-BASED COMPENSATION | NOTE 8 - STOCK-BASED COMPENSATION: As of August 31, 2017, 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 following are the significant stock options transactions with employees, board members and non-employees made during the years ended August 31, 2017, 2016 and 2015: a. On November 13, 2014, the Company granted a total of 19,576 RSUs representing a right to receive shares of the Company’s common stock to the Company’s Chief Executive Officer (the "CEO"), and the Company’s Chief Scientific Officer (the "CSO"), both related parties. The RSUs vested in two equal installments, each of 9,788 shares, on November 30, 2014 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 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, 2017, 9,788 RSUs were vested and outstanding and the remaining 9,788 were exercised. b. 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. c. 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 CSO, 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, 2017, 79,848 RSUs were vested and outstanding and the remaining 79,848 were exercised. d. 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 vested in two equal installments of 44,356 shares on each of 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. e. 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. f. 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, 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). g. On November 1, 2016, the Company granted a total of 70,000 RSUs representing a right to receive 70,000 shares of the Company’s common stock to an employee of the Subsidiary. The RSUs vest in 19 installments, consisting of one installment of 9,000 shares on November 1, 2016, 18 equal monthly installments of 1,500 shares each, commencing November 30, 2016 and 17,000 shares on each of April 30, 2017 and 2018. The total fair value of these RSUs on the date of grant was $463, using the quoted closing market share price of $6.62 on the Nasdaq Capital Market on the date of grant. h. On February 9, 2017, options to purchase an aggregate of 27,731 shares of the Company were granted to four members of the Company’s Board of Directors as follows: (a) 16,337 options at an exercise price of $1 per share (lower than the traded market price of $6.23 on the date of grant). The fair value of these options on the date of grant was $90, using the Black Scholes option-pricing model and was based on the following assumptions: Stock price of $6.23; dividend yield of 0% for all years; expected volatility of 77.29%; risk-free interest rates of 1.88%; and expected term of 5 years; (b) 11,394 options at an exercise price of $6.23 per share (equivalent to the traded market price on the date of grant). The fair value of these options on the date of grant was $45, using the Black Scholes option-pricing model and was based on the following assumptions: Stock price of $6.23; dividend yield of 0% for all years; expected volatility of 77.29%; risk-free interest rates of 1.88%; and expected term of 5 years. All the options vested immediately and expire on February 9, 2027. i. On March 20, 2017, options to purchase an aggregate of 37,152 of the Company’s shares of common stock were granted to a consultant at an exercise price of $6.00 per share (higher than the traded market price of $5.96 on the date of grant). The options expire on March 20, 2027. The options vest in 24 consecutive equal installments of 1,548 shares of common stock each, commencing March 31, 2017. The fair value of these options on the date of grant was $177. The fair value of these options as of August 31, 2017 was $261, using the Black Scholes option-pricing model and was based on the following assumptions: dividend yield of 0% for all years; expected volatility of 73.62%; risk-free interest rates of 2.12%; and expected term of 9.6 years. j. On June 30, 2017, the Company granted options to purchase shares of the Company and RSUs as follows: (1) To the CEO, options to purchase an aggregate of 147,000 shares of the Company, at an exercise price of $7.77 per share (equivalent to the traded market price on the date of grant). The options shall vest in three equal annual installments of 49,000, on each of December 31, 2017, 2018 and 2019, subject to the Company share price reaching the target of $8.00 per share, $9.50 per share and $12.50 per share, respectively. These options expire on June 30, 2027. The fair value of the options at the date of grant was $585 using the Monte Carlo model, which utilizes multiple input variables to estimate the probability that market conditions will be achieved, and was based on the following assumptions: dividend yield of 0% for all years; expected volatility of 75.00%; risk-free interest rates of 2.34%; and expected term of 10 years. (2) To the CSO: (a) 75,000 RSUs representing a right to receive shares of the Company’s common stock which vested immediately, have an exercise price of $0.012 per share of common stock and expire on June 30, 2027. The total fair value of these RSUs on the date of grant was $582, using the quoted closing market share price of $7.77 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, 2017, none of these RSUs were exercised. (b) options to purchase an aggregate of 69,999 shares of the Company, at an exercise price of $7.77 per share (equivalent to the traded market price on the date of grant). The options shall vest in three equal annual installments of 23,333, on each of December 31, 2017, 2018 and 2019. These options expire on June 30, 2027. The fair value of all these options on the date of grant was $359, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $7.77; dividend yield of 0% for all years; expected volatility of 74.77%; risk-free interest rates of 1.89%; and expected term of 6 years. (3) To four members of the Company’s Board of Directors, options to purchase an aggregate of 67,092 shares of the Company (16,773 options to each director), at an exercise price of $7.77 per share (equivalent to the traded market price on the date of grant). The options shall vest in three equal annual installments, on each of December 31, 2017, 2018 and 2019. These options expire on June 30, 2027. The fair value of all these options on the date of grant was $344, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $7.77; dividend yield of 0% for all years; expected volatility of 74.77%; risk-free interest rates of 1.89%; and expected term of 6 years. (4) To a member of the Company’s Board of Directors, options to purchase an aggregate of 56,773 shares of the Company at an exercise price of $7.77 per share (equivalent to the traded market price on the date of grant). The options shall vest in four annual installments, 15,591 of which shall vest on each of December 31, 2017, 2018 and 2019, and 10,000 of which shall vest on December 31, 2020. These options expire on June 30, 2027. The fair value of all these options on the date of grant was $294, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $7.77; dividend yield of 0% for all years; expected volatility of 74.15%; risk-free interest rates of 2.14%; and expected term of 6.18 years. (5) To employees of the Subsidiary, options to purchase an aggregate of 38,901 shares of the Company, at an exercise price of $7.77 per share (equivalent to the traded market price on the date of grant). The options shall vest in three equal annual installments, on each of December 31, 2017, 2018 and 2019. These options expire on June 30, 2027. The fair value of all these options on the date of grant was $200, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $7.77; dividend yield of 0% for all years; expected volatility of 74.77%; risk-free interest rates of 1.89%; and expected term of 6 years. k. On July 19, 2017, options to purchase an aggregate of 20,001 shares of the Company were granted to an employee of the Subsidiary. The fair value of all these options on the date of grant was $113, using the Black Scholes option-pricing model and was based on the following assumptions: Stock price of $8.57; dividend yield of 0% for all years; expected volatility of 74.65%; risk-free interest rates of 1.83%; and expected term of 6 years. l. 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 or Monte Carlo model with the following assumptions: For options granted in the year ended August 31 2017 2016 Expected option life (years) 5.00-10.00 10.00 Expected stock price volatility (%) 74.15-77.29 80.46 Risk free interest rate (%) 1.83-2.47 2.24 Expected dividend yield (%) 0.0 0.0 No options were granted in fiscal year 2015. A summary of the status of the stock options granted to employees and directors as of August 31, 2017, 2016 and 2015, and changes during the years ended on those dates, is presented below: Year ended August 31, 2017 2016 2015 Number of options Weighted Number Weighted Number Weighted $ $ $ Options outstanding at beginning of year 904,234 6.75 904,234 6.75 908,901 6.75 Changes during the year: Granted 427,497 7.51 - - - - Forfeited - - - - (3,297 ) 6.00 Expired (59,282 ) 10.27 Exercised 63,900 5 - - (1,370 ) 6.00 Options outstanding at end of year 1,208,549 6.94 904,234 6.75 904,234 6.75 Options exercisable at end of year 808,783 904,234 883,234 Weighted average fair value of options granted during the year $ 4.75 $ - $ - Costs incurred in respect of stock options granted to employees and directors, for the years ended August 31, 2017, 2016 and 2015 were $451, $14 and $278, respectively. The total intrinsic value of employees' options exercised during the year ended August 31, 2017 was $85. None of the options were exercised by employees during the year ended August 31, 2016. The options exercised during the year ended August 31, 2015, were at a price equal to the market price at the exercise date. The following table presents summary information concerning the options granted to employees and directors outstanding as of August 31, 2017: Range of Number Weighted Weighted Aggregate $ Years $ $ 1.00 to 6.00 442,671 3.92 4.74 1,730,803 6.48 to 7.88 635,959 7.09 7.47 751,863 8.57 to 12.45 129,919 7.12 11.85 1,600 1,208,549 5.93 6.94 2,484,266 808,783 of options granted to employees and directors that were outstanding as of August 31, 2017, were also exercisable as of August 31, 2017. As of August 31, 2017, there were $1,579 of unrecognized compensation costs related to non-vested options previously granted to employees and directors. The unrecognized compensation costs are expected to be recognized over a weighted average period of 2.5 years. A summary of the status of the stock options granted to non-employees outstanding as of August 31, 2017, 2016 and 2015, and changes during the years ended on this date, is presented below: Year ended August 31, 2017 2016 2015 Number Weighted Number Weighted Number Weighted $ $ $ Options outstanding at beginning of year 29,668 8.35 40,286 7.29 62,221 7.13 Changes during the year: Granted 37,152 6.00 22,000 7.36 Exercised - - (18,718 ) 6.00 - - Forfeited - - (9,000 ) 7.36 Expired (11,334 ) 8.65 (4,900 ) 6.00 (21,935 ) 6.82 Options outstanding at end of year 55,486 6.71 29,668 8.35 40,286 7.29 Options exercisable at end of year 27,622 29,668 36,119 The Company recorded stock-based compensation of $59, $102 and $3 during the years ended August 31, 2017, 2016 and 2015, respectively, related to non-employees' awards. The total intrinsic value of non-employees' options exercised during the year ended August 31, 2016, was $37. None of the options were exercised by non-employees during the years ended August 31, 2017 and 2015. The following table presents summary information concerning the options granted to non-employees outstanding as of August 31, 2017: Range of Number Weighted Weighted Aggregate $ Years $ $ 6.00 37,152 9.56 6.00 98,453 7.36 10,000 8.22 7.36 12,900 9.12 8,334 1.36 9.12 - 55,486 8.09 6.71 111,353 27,622 options granted to non-employees and directors that were outstanding as of August 31, 2017, were also exercisable as of August 31, 2017. As of August 31, 2017, there were $196 of unrecognized compensation costs related to non-vested non-employee options. The unrecognized compensation costs are expected to be recognized over a weighted average period of 1.5 years. m. Restricted stock units The following table summarizes the activities for unvested RSUs granted to employees and directors for the years ended August 31, 2017, 2016 and 2015: Year ended August 31, 2017 2016 2015 Number of RSUs Unvested at the beginning of period 201,669 313,216 - Granted 178,120 1,000 346,704 Vested and issued (159,353 ) (101,459 ) (33,488 ) Forfeited (22,160 ) (11,088 ) - Outstanding at the end of the period 198,276 201, 669 313,216 Vested and unissued (see notes 8a, 8c and 8j(2)) 164,636 152,656 72,808 The Company recorded compensation costs related to RSUs of $1,064, $518 and $1,066, during the years ended August 31, 2017, 2016 and 2015, respectively, related to RSU awards. As of August 31, 2017, there were $88 unrecognized compensation costs related to RSUs, to be recorded over the next 12 months. |