STOCKHOLDERS' DEFICIENCY | NOTE 7:- STOCKHOLDERS’ DEFICIENCY Stock based compensation During the six and three-month period ended June 30, 2017 the Company recorded share based compensation in a total amount of $536 and $185, respectively. During the six and three-month period ended June 30, 2016 the Company recorded share based compensation in a total amount of $121 and $56, respectively. In connection with the resignation of a director from our board of directors, on March 30, 2017, we amended the option agreement, dated March 25, 2015, we entered into an agreement with the resigned director for the grant of an option to purchase 30,000 shares of common stock at an exercise price of $2.57 per share, all of which have vested, and the option agreement, dated July 18, 2016, for the grant of an option to purchase 40,000 shares of common stock at an exercise price of $5.35 per share, all of which were vesting on July 18, 2017, to (i) accelerate the vesting of the option granted to the director in 2016 so that it will be fully vested as of March 30, 2017, and (ii) permit the director to exercise the options granted in 2015 and 2016 at any time prior to the expiration of the option period as set forth in the applicable option agreement. This modification resulted in additional share based compensation expense of $98 and $0 in the six and three months ended June 30, 2017. As of June 30, 2017, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $992, which is expected to be recognized over a weighted average period of approximately 2.8 years. | NOTE 10:- STOCKHOLDERS' DEFICIENCY On May 7, 2014, the Company effected a reverse split of the Company's Common stock of seven (7) for one (1) (i.e., seven shares of Common stock, $ 0.001 nominal value each, will be combined into one share of Common stock $ 0.001 nominal value). a. Common Stock: The Common stock confers upon the holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends, if declared, and to participate in the distribution of the surplus assets and funds of the Company in the event of liquidation, dissolution or winding up of the Company. b. Series C Preferred Stock: Each share of Series C Preferred stock is convertible into one share of Common stock (subject to adjustment) at any time at the option of the holders, provided that each holder would be prohibited from converting Series C Preferred stock into shares of Common stock if, as a result of such conversion, any such holder, together with its affiliates, would own more than 9.99% of the total number of shares of Common stock then issued and outstanding. In the event of liquidation, dissolution, or winding up, each holder of Series C Preferred stock could elect to receive either (i) in preference to any payments made to the holders of Common stock and any other junior securities, a payment for each share of Series C Preferred stock then held equal $ 0.001, plus an additional amount equal to any dividends declared but unpaid on such shares, and any other fees or liquidated damages then due and owing thereon or (ii) the amount of cash, securities or other property to which such holder would be entitled to receive with respect to each share of Series C Preferred stock if such share of Series C Preferred stock had been converted to Common stock immediately prior to such liquidation, dissolution, or winding up (without giving effect to any conversion limitations). Shares of Series C Preferred stock are not entitled to receive any dividends, unless and until specifically declared by the board of directors. However, holders of Series C Preferred stock are entitled to receive dividends on shares of Series C Preferred stock equal (on an as-if-converted-to-Common-stock basis) to and in the same form as dividends actually paid on shares of the Common stock when such dividends are specifically declared by the board of directors. The Company is not obligated to redeem or repurchase any shares of Series C Preferred stock. Shares of Series C Preferred stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions. Each holder of Series C Preferred stock is entitled to the number of votes equal to the number of whole shares of Common stock into which the shares of Series C Preferred stock held by such holder are then convertible (subject to the beneficial ownership limitations) with respect to any and all matters presented to the stockholders for their action or consideration. Holders of Series C Preferred stock vote together with the holders of Common stock as a single class, except as provided by law and except that the consent of holders of a majority of the outstanding Series C Preferred stock is required to amend the terms of the Series C Preferred stock. In January and February 2015, the Company entered into securities purchase agreements with certain investors providing for the issuance of shares of Common stock, shares of Series C Preferred stock and warrants to purchase shares of Common stock. Pursuant to these agreements, the Company issued an aggregate of 833,333 216,667 420,000 3.00 420,000 6.00 3,005 145 In February 2015, upon the receipt by the Company of investment amounts aggregating $ 3,150 560,594 123,057 1,174,042 333,959 In April 2015, the holders of the Fourteenth Amended and Restated Secured Convertible Promissory Notes elected to convert the outstanding principal and interest thereunder into 603,769 In April 2015, upon the effectiveness of the Company's Form 10 filed with the Securities and Exchange Commission, the outstanding shares of Series A-1 Preferred stock, Series A-2 Preferred stock, Series B-1 Preferred stock and Series B-2 Preferred stock converted by their terms into 2,131,081 In April 2015, the Company issued 57,143 c. In April 2015, the Company issued 100,000 d. In April 2016, the Company issued 9,000 49 e. Warrants issued to investors: 1. In November 2011, the Company issued to some of its stockholders warrants to purchase 2,319,062 0.199 30 1.393 331,293 2. In February 2013 through December 2014, the Company issued to some of its stockholders warrants to purchase 563,910 2.66 The warrants shall expire in February 2018 through December 2019, based on the issuance date (see also Note 8). 3. In February 2015, the Company negotiated a securities purchase agreement which included warrants to purchase 840,000 3 420,000 6 420,000 840,000 4. On March 25, 2015, the Company issued warrants to purchase up to 61,000 2.57 March 25, 2020 f. Stock option plan: In November 2004, the Board of Directors of the Company adopted a stock option plan ("the Plan"), according to which options may be granted to employees, directors and consultants. Pursuant to the Plan, the Company reserved for issuance 400,000 10 In November 2014, 10 In February 2014, the Board of Directors of the Company adopted a new stock option plan ("the New Plan"), according to which options may be granted to employees, directors and consultants. Pursuant to the New Plan, the Company reserved for issuance 714,286 10 As of December 31, 2016, under the New Plan, 115,404 In addition, the Company issued options to purchase 275,038 1. Option issued to employees and directors: Weighted Weighted average average remaining Aggregate Number of exercise contractual intrinsic options price life value Outstanding - beginning of the year 805,743 $ 2.80 8.40 2,564 Granted 410,038 $ 5.69 Exercised (12,382) $ 2.66 Expired or Forfeited (1,393) $ 38.36 Outstanding - end of the year 1,202,006 $ 3.75 8.18 3,419 Vested and expected to vest 1,202,006 $ 3.75 8.18 3,419 Exercisable at end of year 510,968 $ 2.80 6.89 2,347 Weighted average fair value of options granted to employees and directors during the years 2016 and 2015 was $ 3.34 2 Aggregate intrinsic value of exercised options by employees and directors during the years 2016 and 2015 was $ 22 0 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing share price on the last trading day of calendar 2016 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2016. This amount is impacted by the changes in the fair market value of the Company's shares. As of December 31, 2016, the total unrecognized estimated compensation cost related to non-vested options granted prior to that date was $ 1,340 2.02 2. Option issued to non-employees: Weighted Options for Average Common exercise price Options Issuance date stock per share exercisable Expiration date April 2007 357 $ 24.21 357 April 2017 December 2007 1,500 $ 84.56 1,500 December 2017 April 2009 1,071 $ 72.45 1,071 April 2019 December 2010 786 $ 1.99 786 December 2020 March 2013 30,000 $ 1.96 30,000 March 2023 October 2013 1,000 $ 1.96 1,000 October 2023 February 2015 714 $ 1.96 714 February 2025 Total 35,428 $ 7.81 35,428 As of December 31, 2016, all options granted to non-employees are fully vested. 3. Stock-based compensation: Year ended December 31, 2016 2015 Research and development $ 30 $ 22 Selling and marketing 12 9 General and administrative 417 189 Total $ 459 $ 220 |