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.” 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 INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY Public Offering On February 8, 2021, the Company closed an underwritten public offering (the “Offering”) of 1,935,484 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 G warrant (the “Series G Warrants”) to purchase one-half of one share of common stock. In connection with this public offering, the underwriter exercised its over-allotment option in full and purchased an additional 290,322 shares of common stock and 145,161 Series G Warrants. The offering price to the public was $ 9.30 per Unit. The Series G Warrants are immediately exercisable at a price of $ 10.23 per and expire five years from the date of issuance. 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 a securities purchase agreement 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, 2021, the Company sold 818,523 5,453,000 On July 7, 2016, the Company issued 442,424 17,303 207,528 INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY On March 14, 2017, the Company issued 1,069,822 shares of Series C Preferred Stock in a public offering. During the year ended December 31, 2021, an amount of 625 831 1,718 2,284 4.815. As of December 31, 2022, the Company has outstanding warrants to purchase an aggregate of 1,793,815 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 51,157 $ 225.000 and above Total Warrants 1,793,815 $ As of December 31, 2022, the Company has 155,000,000 0.0001 150,000,000 5,000,000 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, 2022 and 2021, the Company granted stock options to the CEO, employees, consultants and directors to purchase a total of 154,508 225,225 2.61 2.97 3.89 10.05 360,356 1,026,000 154,508 109,839 three 44,669 3) During the years ended December 31, 2022 and 2021, the Company granted to the employees and directors 45,494 419,943 109,886 1,781,981 three-year 4) During the year ended December 31, 2021, the Company granted to the CEO 146,567 603,856 three INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY SCHEDULE OF STOCK OPTIONS GRANTED 5) The following table summarizes information about stock options granted to employees: Year ended December 31 2022 2021 Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding - beginning of period 289,408 5.29 91,692 $ 6.20 Granted 7,841 2.61 205,223 4.90 Forfeited (2,537 ) 5.70 (7,507 ) 5.69 Outstanding- end of period 294,712 5.21 289,408 $ 5.29 Exercisable at the end of the period 123,115 5.51 28,360 6.26 6) The following table summarizes information about stock options granted to non-employees: Year ended December 31 2022 2021 Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding - beginning of period 20,002 6.90 - - Granted 146,667 2.89 20,002 6.90 Forfeited - - - - Exercised - - - - Outstanding - end of period 166,669 3.37 20,002 6.90 Exercisable at the end of the period 35,667 3.61 - - 7) The following table summarizes information about restricted stock granted to employees: SCHEDULE OF RESTRICTED STOCK GRANTED TO EMPLOYEES Year ended December 31 2022 2021 Number of restricted stock Outstanding - beginning of period 527,668 185,725 Reverse Split Adjustments - 59 Granted 45,494 419,943 Forfeited (10,832 ) (20,822 ) Vested (206,379 ) (57,237 ) Outstanding - end of period 355,951 527,668 INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY 8) The following table summarizes information about RSUs granted to employees: SCHEDULE OF RESTRICTED STOCK UNIT GRANTED TO EMPLOYEES Year ended December 31 2022 2021 Number of RSUs Outstanding - beginning of period 237,078 90,511 Granted - 146,567 Forfeited - - Vested - - Outstanding - end of period 237,078 237,078 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, 2022 Exercise price Options Weighted average remaining contractual life (years) Options $ 2.61 2.97 154,508 9.25 29,000 $ 3.89 4.12 146,347 8.81 48,782 $ 4.95 10.05 156,473 8.00 78,298 $ 16.50 4,053 7.01 2,702 461,381 8.67 158,782 The weighted average of the remaining contractual life of total vested and exercisable options as of December 31, 2022 was 8.41 The aggregate intrinsic value of the total exercisable options as of December 31, 2022 was approximately $ 0 The weighted average fair value of options granted was $ 2.56 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, 2022 and 2021: SCHEDULE OF FAIR VALUE OF OPTIONS GRANTED TO EMPLOYEES Year ended December 31 2022 2021 Expected life 5.125 6.5 5.5 6.5 Risk-free interest rates 1.79 2.88 0.59 1.40 Volatility 127.43 130.93 129.11 136.78 Dividend yield - - INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) NOTE 7 – EQUITY 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, 2022, the total unrecognized compensation cost on employee and non-employee stock options, restricted stock and RSUs, related to unvested stock-based compensation, amounted to approximately $ 1.30 0.85 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 2022 2021 ($ in thousands) Cost of revenues $ 72 $ 49 Research and development 582 64 Sales and marketing 318 182 General and administrative 1,380 1,281 $ 2,352 $ 1,576 INSPIREMD, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |