EQUITY | NOTE 7 - EQUITY a. Share capital The Company’s shares that previously traded on the NYSE American were approved for listing on the Nasdaq Capital Market (“Nasdaq”) and such shares began trading on Nasdaq on May 21, 2021 under the symbol, “NSPR.” The Company’s warrants that previously traded on the NYSE American were approved for listing on Nasdaq, and such warrants began trading on Nasdaq on June 8, 2021. On April 19, 2021, 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-fifteen reverse stock split of its common stock 0.0001 All related share and per share data have been retroactively applied to the financial statements and their related notes for all periods presented. INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY Public Offering On June 5, 2020, the Company closed an underwritten public offering of (i) 509,053 0.0001 972,427 222,220 222,220 6.75 6.735 10.7 0.015 The Series F Warrants included in the Common Units and the Pre-Funded Units are immediately exercisable at a price of $ 7.425 During the year ended December 31, 2020, 191,107 191,107 1.4 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 $ 6.75 ● An aggregate of 111,028 17,303 ● An aggregate of 18,886 26,558 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. INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY During the year ended December 31, 2020, the Company issued a total of 972,427 18,000 18,000 no On February 8, 2021, the Company closed an underwritten public offering (the “Offering”) of 1,935,484 0.0001 290,322 145,161 9.30 10.23 five years The Company granted the underwriter compensation warrants to purchase up to 111,290 10.23 five years The net proceeds to the Company from the Offering, after giving effect to the exercise of the underwriter’s over-allotment option, were approximately $ 18.9 On February 3, 2021, the Company entered into a Distribution Agreement with three China-based partners, See Note 6b. for details about the Distribution Agreement. In addition, and on the same day, the Company entered into an investment transaction with one of the Chinese parties to the Distribution Agreement, which included (i) a Securities Purchase Agreement (the “SPA”), pursuant to which investor agreed to invest $ 900,000 89,445 10.062 During the year ended December 31, 2021, Series F and Series G warrants to purchase shares of common stock were exercised by investors at an exercise price of $ 7.425 10.23 1,225,412 9,469,000 ATM Offering During the year ended December 31, 2020, the Company sold 861,163 4,447,000 During the year ended December 31, 2021, the Company sold 818,523 5,453,000 INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY 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 $ 4.815 ● an aggregate of 59,491 17,303 ● an aggregate of 893 2,343 On July 7, 2016, we issued 442,424 495.00 207,528 4.815 15% On March 14, 2017, we issued 1,069,822 96 3,114 4.815 During the year ended December 31, 2021, 625 831 1,718 2,284 During the year ended December 31, 2021, all the remaining 17,303 207,528 As of December 31, 2021, the Company has outstanding warrants to purchase an aggregate of 1,793,983 SCHEDULE OF ISSUANCE OF WARRANTS TO PURCHASE COMMON STOCK Number of Weighted Series E Warrants 198,159 $ 27.000 Series F Warrants 433,878 $ 7.425 Series G Warrants 1,092,344 $ 10.230 Underwriter Warrants 18,277 $ 7.425 Other warrants 51,325 $ 225.000 and above Total Warrants 1,793,983 $ As of December 31, 2021, the Company has 155,000,000 0.0001 150,000,000 5,000,000 In the event of our liquidation, dissolution, or winding up, holders of 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. INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY 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 years ended December 31, 2021 and 2020, the Company granted stock options to the CEO, employees, consultants and directors to purchase a total of 225,225 and 92,007 , respectively, shares of the Company’s common stock. The options have exercise prices ranging from $ 3.89 -$ 10.05 and $ 4.95 -$ 16.50 per share, respectively, which were the fair market value of the company’s common stock on the date of each respective grant. The fair value of the above options, using the Black-Scholes pricing models, was approximately $ 1,026,000 and $ 509,000 , respectively. 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, 2021 and 2020, the Company granted to the employees and directors 419,943 185,461 1,781,981 1,051,604 three 4) During the years ended December 31, 2021 and 2020, the Company granted to the CEO 146,567 90,511 603,856 658,981 three INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY 5) The following table summarizes information about stock options granted to employees: SCHEDULE OF STOCK OPTIONS GRANTED Year ended December 31 2021 2020 Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding - beginning of period 91,692 6.20 - $ - Granted 205,223 4.90 92,007 6.20 Forfeited (7,507 ) 5.69 (315 ) 5.85 Outstanding-end of period 289,408 $ 5.29 91,692 $ 6.20 Exercisable at the end of the period 28,360 6.26 - - 6) The following table summarizes information about stock options granted to non-employees: Year ended December 31 2021 2020 Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding - beginning of period - - - - Granted 20,002 6.90 - - Forfeited - - - - Exercised - - - - Outstanding - end of period 20,002 6.90 - - Exercisable at the end of the period - - - - 7) The following table summarizes information about restricted stock granted to employees: SCHEDULE OF RESTRICTED STOCK GRANTED TO EMPLOYEES Year ended December 31 2021 2020 Number of restricted stock Outstanding - beginning of period 185,725 4,642 Reverse Split Adjustments 59 - Granted 419,943 185,461 Forfeited (20,822 ) (3,717 ) Vested (57,237 ) (661 ) Outstanding - end of period 527,668 185,725 INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY 8) The following table summarizes information about Restricted Stock Units granted to employees: SCHEDULE OF RESTRICTED STOCK UNIT GRANTED TO EMPLOYEES Year ended December 31 2021 2020 Number of restricted stock units Outstanding - beginning of period 90,511 11,000 Granted 146,567 90,511 Forfeited - - Vested - (11,000 ) Outstanding - end of period 237,078 90,511 9) The following table provides additional information about all options outstanding and exercisable: SCHEDULE OF ADDITIONAL INFORMATION ABOUT ALL OPTIONS OUTSTANDING AND EXERCISABLE Outstanding as of December 31, 2021 Exercise price Options outstanding Weighted average remaining contractual life (years) Options exercisable $ 3.89 4.12 146,539 9.81 - $ 4.95 10.05 158,819 8.99 27,009 $ 16.50 4,052 8.01 1,351 309,410 9 .37 28,361 The weighted average of the remaining contractual life of total vested and exercisable options as of December 31, 2021 was 8.65 The aggregate intrinsic value of the total exercisable options as of December 31, 2021 was approximately $ 0.4 The weighted average fair value of options granted was $ 4.56 INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY 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, 2021: SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED TO EMPLOYEES Year ended December 31 2021 2020 Number of restricted stock Expected life 5.5 6.5 5.5 6.5 Risk-free interest rates 0.59 1.40 % 0.32 0.42 % Volatility 129.11 136.78 % 124.53 136.66 % Dividend yield - - 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, 2021, the total unrecognized compensation cost on employee and non-employee stock options, restricted stock and restricted stock units, related to unvested stock-based compensation, amounted to approximately $ 3.4 1.01 12) The following table summarizes the allocation of total share-based compensation expense in the consolidated statements of operations: SCHEDULE OF ALLOCATION OF TOTAL SHARE-BASED COMPENSATION EXPENSE Year ended December 31 2021 2020 ($ in thousands) Cost of revenues $ 49 $ 22 Research and development 64 29 Sales and marketing 182 32 General and administrative 1,281 523 $ 1,576 $ 606 INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |