Equity | NOTE 7 - EQUITY a. Share capital The Company’s common stock are listed on the NYSE American. On March 27, 2019, the Company filed with the Secretary of State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a one-for-fifty reverse stock split of its common stock, par value $0.0001 per share, effective as of March 29, 2019, which decreased the number of issued and outstanding shares of common stock and restricted stock as of December 31, 2018 from 38.4 million shares to 769 thousand shares. All related share and per share data have been retroactively applied to the financial statements and their related notes for all periods presented. Public Offering On April 8, 2019, the Company closed an underwritten public offering of 486,957 shares of the Company’s common stock at the offering price to the public of $5.00 per share. The Company received net proceeds of approximately $2 million from the offering, after deducting underwriter discounts and commissions and other fees and expenses payable by the Company. In connection with this public offering, on April 12, 2019, the underwriter partially exercised its over-allotment option and purchased an additional 12,393 shares of our common stock at a price to the public of $5.00 per share. The Company received net proceeds of approximately $47,000 from the exercise of the over-allotment option. In connection with the offering, the Company issued to the underwriter warrants to purchase up to 34,955 shares of common stock, or 7% of the shares sold in the offering, including the shares issued pursuant to the over-allotment option (the “April 2019 Underwriter Warrants”). The April 2019 Underwriter Warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending on April 4, 2024, at an exercise price of $6.25 per share (125% of the offering price to the public per share). Upon execution of the underwriting agreement, the respective conversion price of the outstanding shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock was reduced to $5.00 pursuant to the anti-dilution adjustment provisions of the Series B Convertible Preferred Stock and of the Series C Convertible Preferred Stock, and the number of shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock had increased as follows: ● an aggregate of 133,233 additional shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock, including the payment of the cumulative dividends accrued thereunder in common stock, based on 17,303 shares of Series B Convertible Preferred Stock outstanding as of April 4, 2019. ● an aggregate of 50,708 additional shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock, based on 59,423 shares of Series C Convertible Preferred Stock outstanding as of April 4, 2019. On September 19, 2019, the Company entered into an underwriting agreement relating to an underwritten public offering (the “September 2019 Offering”) of (i) 539,000 common units (“2019 Common Units”), with each 2019 Common Unit being comprised of one share of the Company’s common stock and one Series E warrant (collectively, the “Series E Warrants”) to purchase one share of common stock and (ii) 2,238,777 pre-funded units (“2019 Pre-Funded Units”), with each 2019 Pre-Funded Unit being comprised of one pre-funded warrant (collectively, the “2019 Pre-Funded Warrants”) to purchase one share of common stock and one Series E Warrant, which closed on September 24, 2019. The offering price to the public was $1.80 per 2019 Common Unit and $1.79 per 2019 Pre-Funded Unit. In connection with this public offering, on September 24, 2019, the underwriter partially exercised its over-allotment option and purchased an additional Series E Warrants to purchase 194,444 shares of common stock at a purchase price of $0.01 per Series E Warrant. The Series E Warrants included in the 2019 Common Units and the 2019 Pre-Funded Units are immediately exercisable at a price of $1.80 per share of common stock, subject to adjustment in certain circumstances, and expire five years from the date of issuance. Each 2019 Pre-Funded Warrant contained in a 2019 Pre-Funded Unit is exercisable for one share of our common stock at an exercise price of $0.01 per share. The 2019 Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the 2019 Pre-Funded Warrants are exercised in full. In connection with the offering, the Company issued to the underwriter warrants to purchase up to 194,444 shares of common stock, or 7% of the shares sold in the offering, including the number of shares of common stock issuable upon exercise of the 2019 Pre-Funded Warrants sold in the offering (the “September 2019 Underwriter Warrants”). The September 2019 Underwriter Warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending on September 19, 2024, at an exercise price of $2.25 per share (125% of the offering price to the public per 2019 Common Unit). Pursuant to the full ratchet anti-dilution adjustment provisions in the respective certificate of designation for the Company’s Series B Convertible Preferred Stock and Series C Preferred Stock, the conversion price of the outstanding shares of the Series B Convertible Preferred Stock and the Series C Preferred Stock was reduced to $1.80 per share, effective as of the date of the underwriting agreement entered for the September 2019 Offering, and the number of shares of common stock issuable upon conversion of the Series B Preferred Stock and the Series C Preferred Stock had increased as follows: ● an aggregate of 355,288 additional shares of common stock upon conversion of the Series B Preferred Stock and as payment of the dividends thereunder in common stock, based on 17,303 shares of Series B Preferred Stock outstanding as of September 19, 2019. ● an aggregate of 84,253 additional shares of common stock upon conversion of the Series C Preferred Stock, based on 37,025 shares of Series C Preferred Stock outstanding as of September 19, 2019. The Company received gross proceeds of $5.0 million from the offering, before deducting underwriter discounts and commissions and other fees and expenses payable by the Company. On June 5, 2020, the Company closed an underwritten public offering of (i) 7,635,800 units (“Units”), with each Unit being comprised of one share of the Company’s common stock, par value $0.0001 per share, and one Series F warrant (a “Series F Warrant”) to purchase one share of common stock, and (ii) 14,586,400 pre-funded units (the “Pre-Funded Units”), with each Pre-Funded Unit being comprised of one pre-funded warrant (a “Pre-Funded Warrant”) to purchase one share of common stock and one Series F Warrant. In connection with this public offering, the underwriter exercised its over-allotment option in full and purchased an additional 3,333,300 shares of common stock and 3,333,300 Series F Warrants. The offering price to the public was $0.45 per Unit and $0.449 per Pre-Funded Unit. The net proceeds to the Company from the offering and the exercise of the underwriter’s over-allotment option were approximately $10.7 million, after deducting underwriting discounts and commissions and payment of other estimated expenses associated with the offering, but excluding the proceeds, if any, from the exercise of Series F Warrants and the Pre-Funded Warrants sold in the offering. The pre-funded warrants exercisable at a price of $0.001 per share of common stock. The Series F Warrants included in the Common Units and the Pre-Funded Units are immediately exercisable at a price of $0.495 per share of common stock, subject to adjustment in certain circumstances, and expire June 2, 2025. The shares of common stock, or Pre-Funded Warrants in the case of the Pre-Funded Units, and the Series F Warrants were offered together, but the securities contained in the Common Units and the Pre-Funded Units were issued separately. During the year ended December 31, 2020, 2,866,600 Series F Warrants were converted into 2,866,600 shares of common stock. The net proceeds to the Company from exercise of the Series F Warrants were approximately $1.4 million. Pursuant to the full ratchet anti-dilution adjustment provisions in the respective certificate of designation for the Company’s Series B Convertible Preferred Stock and Series C Preferred Stock, the conversion price of the outstanding shares of the Series B Convertible Preferred Stock and the Series C Preferred Stock was reduced to $0.45 per share, effective as of the date of the underwriting agreement entered for the June 2020 Offering, and the number of shares of common stock issuable upon conversion of the Series B Preferred Stock and the Series C Preferred Stock had increased as follows: ● An aggregate of 1,665,414 additional shares of common stock upon conversion of the Series B Preferred Stock and as payment of the dividends thereunder in common stock, based on 17,303 shares of Series B Preferred Stock outstanding as of June 2, 2020. ● An aggregate of 283,285 additional shares of common stock upon conversion of the Series C Preferred Stock, based on 26,558 shares of Series C Preferred Stock outstanding as of June 2, 2020. for the purpose of calculating basic net loss per share, the additional shares of common stock that are issuable upon exercise of the Pre-funded Warrants have been included since the shares are issuable for a negligible consideration, as determined by the Company according to ASC 260-10-45-13, and have no vesting or other contingencies associated with them. The Company has also concluded that the series F warrants are classified as equity, since the warrants meet all criteria for equity classification. During the year ended December 31, 2020, the Company issued a total of 14,586,400 shares of common stock in connection with the exercise of all outstanding Pre-Funded Warrants issued in June 2020. In addition, the Company issued a total of 270,000 shares of its common stock in connection with the exercise of 270,000 Pre-Funded Warrants issued in September 2019. As of December 31, 2020, there are no outstanding Pre-Funded Warrants. During the year ended December 31, 2019, the Company issued a total of 2,000,811 shares of its common stock in connection with the exercise of an aggregate of 2,000,811 Pre-Funded Warrants and 2019 Pre-Funded Warrants. The Company received aggregate cash proceeds equal to approximately $35,705 in connection with such exercises. ATM Offering During the year ended December 31, 2020, the Company sold 12,917,448 shares of its common stock pursuant to its at-the-market (ATM) issuance sales agreement with A.G.P./Alliance Global Partners. These sales resulted in net proceeds to the Company of approximately $4,447 thousand. Pursuant to the full ratchet anti-dilution adjustment provisions in the respective certificate of designation for the Company’s Series B Convertible Preferred Stock and Series C Preferred Stock, the conversion price of the outstanding shares of the Series B Convertible Preferred Stock and the Series C Preferred Stock was reduced to $0.321 per share, triggered by the ATM Facility, effective as of December 14, 2020 , and the number of shares of common stock issuable upon conversion of the Series B Preferred Stock and the Series C Preferred Stock had increased as follows: ● an aggregate of 892,371 additional shares of common stock upon conversion of the Series B Preferred Stock and as payment of the dividends thereunder in common stock, based on 17,303 shares of Series B Preferred Stock outstanding as of December 14, 2020. ● an aggregate of 13,392 additional shares of common stock upon conversion of the Series C Preferred Stock, based on 2,343 shares of Series C Preferred Stock outstanding as of December 14, 2020. As of December 31, 2020, the Number of Preferred shares the amount each class is convertible into is below: Number of Preferred Stock Number of underlying Common stock Series B Convertible Preferred Stock* 17,303 3,112,923 ** Series C Convertible Preferred Stock 2,343 46,714 *** Total 3,159,637 * See “Note 11 - Subsequent events” regarding conversion of all remaining Series B Convertible Preferred Stock into common stock. ** On July 7, 2016, we issued 442,424 shares of Series B Preferred Stock in a public offering. Our Series B Preferred Stock has a stated value of $33.00 which currently converted into 3,112,923 reflecting a conversion price equal to $ 0.321. The holders of Series B Preferred Stock are entitled to receive as cumulative dividends at the rate per share of 15% per annum of the stated value for five years, payable in cash or common stock, at the Company’s discretion, but excluding effect of future conversion price adjustment, if any. *** On March 14, 2017, we issued 1,069,822 shares of Series C Preferred Stock in a public offering. Our Series C Preferred Stock has a stated value of $6.40 which currently converted into 46,714 reflecting a conversion price equal to $ 0.321. As of December 31, 2020, the Company has outstanding warrants to purchase an aggregate of 26,705,502 shares of common stock as follows: Number of Weighted Series A Warrants 1,107 $ 8,750.00 Series B Warrants 2,448 $ 3,500.00 Series D Warrants 766,698 $ 15.00 Series E Warrants 2,972,221 $ 1.80 Series F Warrants 22,688,900 $ 0.50 Underwriter Warrants 274,029 $ 0.50 Other warrants 99 $ 21,993.00 Total Warrants 26,705,502 $ 1.82 As of December 31, 2020, the Company has 155,000,000 authorized shares of capital stock, par value $0.0001 per share, of which 150,000,000 are shares of common stock and 5,000,000 are shares of “blank check” preferred stock. In the event of our liquidation, dissolution, or winding up, holders of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock are entitled to receive the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Preferred Stock if such shares had been converted to common stock immediately prior to such event. b. Share-Based Compensation 1) Pursuant to the current Section 102 of the Israeli Tax Ordinance, which came into effect on January 1, 2003, options may be granted through a trustee (i.e., Approved 102 Options) or not through a trustee (i.e., Unapproved 102 Options). As a result of an election made by the Company under Section 102 of the Income Tax Ordinance, the Company will not be allowed to claim as an expense for tax purposes in Israel the amounts credited to the employee as capital gains to the grantees, although it will generally be entitled to do so in respect of the salary income component (if any) of such awards when the related tax is paid by the employee. 2) During the year ended December 31, 2020, the Company granted stock options to the CEO, employees and directors to purchase a total of 1,379,856 shares of the Company’s common stock. The options have exercise prices ranging from $0.33-$1.10 per share, respectively, which were the fair market value of the company’s common stock on the date of each respective grant. As of December 31, 2020, the fair value of the above options, using the Black-Scholes pricing models, was approximately $509,000. The options are subject to a three-year vesting period with one-third of such awards vesting each year. 3) During the years ended December 31, 2020 and 2019, the Company granted to the then CEO, employees and directors 2,781,920 and 70,582 restricted stock, respectively. The fair value of these restricted stock was approximately $1,051,604 and $668,000, respectively. The restricted stock are subject to a three-year vesting period, with one-third of such awards vesting each year. 4) During the years ended December 31, 2020 and 2019, the Company granted CEO and former CEO 1,357,668 and 165,000 Restricted Stock Units, respectively. The fair value of these restricted stock units was approximately $658,981 and $141,900, respectively. The restricted stock units granted during the years ended December 31, 2020 are subject to a three-year vesting period, with one-third of such awards vesting each year. The restricted stock units granted during the year ended December 31, 2019 were fully vested upon grant. 5) The following table summarizes information about stock options granted to employees: Year ended December 31 2020 2019 Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding - beginning of period 160 $ 189,161.99 164 $ 184,656 Granted 1,379,856 0.41 - - Forfeited (4,751 ) 343.51 (4 ) 4,423 Outstanding -end of period 1,375,265 $ 21.24 160 $ 189,162 Exercisable at the end of the period 115 $ 249,006 160 $ 189,162 6) The following table summarizes information about stock options granted to non-employees: Year ended December 31 2020 2019 Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding - beginning of period 16 $ 1,711,975 20 $ 1,693,174 Granted - - - - Forfeited (1 ) 2,156,208 (4 ) 1,617,338 Exercised - - - - Outstanding - end of period 15 1,682,385 16 1,711,975 Exercisable at the end of the period 15 1,682,385 16 1,711,975 7) The following table summarizes information about restricted stock granted to employees: Year ended December 31 2020 2019 Number of restricted stock Outstanding - beginning of period 69,631 19 Reverse Split Adjustments - (127 ) Granted 2,781,920 70,582 Forfeited (55,755 ) (838 ) Vested (9,915 ) (5 ) Outstanding - end of period 2,785,881 69,631 8) The following table summarizes information about Restricted Stock Unit granted to employees: Year ended December 31 2020 2019 Number of restricted stock Outstanding - beginning of period 165,000 - Granted 1,357,668 165,000 Forfeited - - Vested (165,000 ) - Outstanding - end of period 1,357,668 165,000 9) The following table provides additional information about all options outstanding and exercisable: Outstanding as of December 31, 2020 Exercise price Options outstanding Weighted average remaining contractual life (years) Options $0.175 2 1.39 2 $0.33-0.39 1,314,356 9.69 - $1.10 60,794 9.01 - $175 and above 128 4.71 128 1,375,280 9.66 130 The weighted average of the remaining contractual life of total vested and exercisable options as of December 31, 2020 was 4.66 years. The aggregate intrinsic value of the total exercisable options as of December 31, 2020 was approximately $1. The weighted average fair value of options granted was $0.37 for the year ended December 31, 2020. The weighted average fair value of options granted was estimated using the Black-Scholes option-pricing model. 10) The following table sets forth the assumptions that were used in determining the fair value of options granted to employees for the year December 31, 2020: Year ended December 31 2020 Expected life 5.5-6.5 years Risk-free interest rates 0.32%-0.42 % Volatility 124.53%-136.66 % Dividend yield 0 % The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Accordingly, as to ordinary course options granted, the expected term was determined using the simplified method, which takes into consideration the option’s contractual life and the vesting periods (for non-employees, the expected term is equal to the option’s contractual life). The annual risk-free rates are based on the yield rates of zero coupon non-index linked U.S. Federal Reserve treasury bonds as both the exercise price and the share price are in dollar terms. The Company’s expected volatility is derived from its historical data. 11) As of December 31, 2020, the total unrecognized compensation cost on employee and non-employee stock options and restricted stock, related to unvested stock-based compensation, amounted to approximately $1.7 million. This cost is expected to be recognized over a weighted-average period of approximately 0.95 years. This expected cost does not include the impact of any future stock-based compensation awards. 12) The following table summarizes the allocation of total share-based compensation expense in the consolidated statements of operations: Year ended December 31 2020 2019 ($ in thousands) Cost of revenues $ 22 $ 14 Research and development 29 10 Sales and marketing 32 29 General and administrative 523 272 $ 606 $ 325 |