STOCK BASED COMPENSATION | 9 Months Ended |
Aug. 31, 2013 |
STOCK BASED COMPENSATION [Text Block] | NOTE 4 – STOCK BASED COMPENSATION |
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| 1 | Global Share Incentive Plan: | | | | | | | | | | | |
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| | On May 23, 2012 the Company's board of directors adopted the global share incentive plan (2012) (“Global Share Incentive Plan (2012)”). Under the Global Share Incentive Plan (2012) 12,000,000 shares of common stock have been reserved for the grant of options, 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. | | | | | | | | | | | |
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| | The options may be exercised after vesting and in accordance with the vesting schedule which will be determined by the Company's board of directors for each grant. The maximum contractual life term of the options is 10 years. | | | | | | | | | | | |
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| | The fair value of each stock option grant is estimated at the date of grant using the Black and Scholes option pricing model. The volatility is based on historical volatilities of companies in comparable stages as well as companies in the industry historical volatility, by statistical analysis of the daily share pricing model. The expected term is equal to the contractual life, based on management estimation for the expected dates of exercising of the options. | | | | | | | | | | | |
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| 2 | On February 2, 2012 2,781,905 options were granted to Prof. Sara Ferber, the Company's Chief Scientific Officer, at an exercise price of $0.0001 per share. The options vest in twelve equal monthly installments from the date of grant and expire on February 2, 2022 .The fair value of these options on the date of grant was $1,557,867 using the Black and Scholes option-pricing model. | | | | | | | | | | | |
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| 3 | On February 2, 2012, 2,781,905 options were granted to Mr Jacob BenArie, the CEO of Orgenesis Ltd, at an exercise price of $0.69 per share, the options vest in twelve equal quarterly installments from the date of grant and expire on February 2, 2022. The fair value of these options as of the date of grant was $1,404,819 using the Black and Scholes option-pricing model. | | | | | | | | | | | |
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| 4 | On June 4, 2012, 471,200 options were granted to Mr. Guy Yachin, the Company's member of the board of directors, at an exercise price of $0.85 per share, the options vest in five equal annual instalments from the date of grant and expire on June 4, 2022. The fair value of these options as of the date of grant was $363,478 using the Black and Scholes option-pricing model. | | | | | | | | | | | |
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| 5 | On July 8, 2012, 706,890 options were granted to Mr. Yaron Eldar, the Company's member of the board of directors, at an exercise price of $0.79 per share, the options vest in five equal annual instalments from the date of grant and expire on July 8, 2022. The fair value of these options as of the date of grant was $506,635 using the Black and Scholes option-pricing model. | | | | | | | | | | | |
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| 6 | On July 10, 2012, 3,338,285 options were granted to Ms. Caplan, the Company's Chairperson of the Board at an exercise price of $0.001 per share, the options vest in two equal annual instalments from the date of grant and expire on February 2, 2022. The fair value of these options as of the date of grant was $2,935,496 using the Black and Scholes option-pricing model. | | | | | | | | | | | |
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| 7 | On July 8, 2012, 235,630 options were granted to Ms. Etti Hanochi, the Company's member of the board of directors, at an exercise price of $0.79 per share, the options vest in five equal annual instalments from the date of grant and expire on July 8, 2022. The fair value of these options as of the date of grant was $171,207 using the Black and Scholes option-pricing model. | | | | | | | | | | | |
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| 8 | On July 16, 2013 250,000 options were granted to Dr David Sidransky , the Company's member of the board of directors at an exercise price of $0.75 per share, the options vest in five equal annual installments from the date of grant and expire on July 16, 2023. The fair value of these options as of the date of grant was $167,561 using the Black and Scholes option-pricing model. | | | | | | | | | | | |
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| | The fair value of each option grant is estimated on the date of grant using the Black Scholes option-pricing model with the following assumptions: | | | | | | | | | | | |
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| For options | | | | | | | | | | | | |
| granted until | | | | | | | | | | | | |
| August 30, | | | | | | | | | | | | |
| 2013 | | | | | | | | | | | | |
Expected option life (years) | 10 | | | | | | | | | | | | |
Expected stock price volatility (%) | 98 - 105 | | | | | | | | | | | | |
Risk free interest rate (%) | 1.53 - 1.86 | | | | | | | | | | | | |
Expected dividend yield (%) | 0 | | | | | | | | | | | | |
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A summary of the Company's stock option granted to employees and directors as of August 31, 2013 and changes for the nine months ended August 31, 2012 is presented below: |
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| | | | | | Nine months ended | | | | | | | |
| | | 31-Aug-13 | | | | | | 31-Aug-12 | | | | |
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| | | | | | Weighted | | | | | | Weighted | |
| | | Number | | | average | | | Number | | | average | |
| | | Of | | | exercise | | | of | | | exercise | |
| | | Options | | | price | | | options | | | price | |
| | | | | | $ | | | | | | $ | |
| Options outstanding at the beginning of the year | | 10,315,815 | | | 0.297 | | | - | | | - | |
| Changes during the period: | | | | | | | | | | | | |
| Granted - at market price | | 250,000 | | | 0.75 | | | 10,315,815 | | | 0.186 | |
| Expired | | - | | | - | | | - | | | - | |
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| Options outstanding at end of the period | | 10,565,815 | | | 0.313 | | | 10,315,815 | | | 0.186 | |
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| Options exercisable at end of the period | | 4,455,602 | | | 0.27 | | | 1,854,603 | | | 0.172 | |
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Costs incurred in respect of stock based compensation for employees and directors, for the nine months ended August 31, 2013 and August 31, 2012 were $1,882,761 and $2,139,260, respectively. The weighted average period of the remaining unearned compensation of $2,247,380 at August 31, 2013 will be recorded over 2.3 years. |
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The following table presents summary information concerning the options granted to employees outstanding as of August 31, 2013: |
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| | | | Weighted average | | | | | | | | | |
| | Number of | | remaining | | Weighted average | | | | | | | |
Exercise | | outstanding | | contractual | | Exercise | | Aggregate | | | | | |
price | | options | | Life | | price | | intrinsic value | | | | | |
$ | | | | Years | | $ | | $ | | | | | |
0.0001 | | 2,781,905 | | 8.42 | | 0.0001 | | 2,086,151 | | | | | |
0.001 | | 3,338,285 | | 8.42 | | 0.001 | | 2,500,375 | | | | | |
0.69 | | 2,781,905 | | 8.42 | | 0.69 | | 166,914 | | | | | |
0.75 | | 250,000 | | 9.87 | | 0.75 | | - | | | | | |
0.79 | | 942,520 | | 8.85 | | 0.79 | | - | | | | | |
0.85 | | 471,200 | | 8.76 | | 0.85 | | - | | | | | |
| | 10,565,815 | | 8.51 | | 0.31 | | 4,753,440 | | | | | |
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The following table presents summary of information concerning the options exercisable as of August 31, 2013: |
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| | Number of | | Weighted | | | | | | | | | |
Exercise | | Exercisable | | Average | | | | | | | | | |
price | | options | | Exercise price | | | | | | | | | |
$ | | | | $ | | | | | | | | | |
0.0001 | | 2,781,905 | | 278 | | | | | | | | | |
0.69 | | 1,390,953 | | 959,757 | | | | | | | | | |
0.79 | | 188,504 | | 148,918 | | | | | | | | | |
0.85 | | 94,240 | | 80,104 | | | | | | | | | |
| | 4,455,602 | | 1,189,058 | | | | | | | | | |
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Options granted to non-employees: |
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| 1 | On April 14, 2012, 471,200 options were granted to Dr. G. Alexander (Zan) Fleming, the Company's advisor, at an exercise price of $1.40 per share, the options vest five equal annual instalments from the date of grant and expire on April 14, 2022. The fair value of these options as of the date of grant is $564,907 using the Black and Scholes option-pricing model. | | | | | | | | | | | |
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| 2 | On June 4, 2012, 706,904 options were granted to Mr. Dov Weinberg, the Company's CFO, at an exercise price of $0.69 per share, the options vest in four equal semi - annual installments from February 2, 2012 and expire on February 2, 2022. The fair value of these options as of the date of grant is $500,678 using the Black and Scholes option-pricing model. | | | | | | | | | | | |
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| 3 | On November 21, 2012, 100,000 options were granted to Camillo Ricordi, a consultant for the Company, at an exercise price of $0.61 per share, the options vest in five equal annual installments from the date of grant and expire on November 21, 2022. The fair value of these options as of the date of grant is $64,513 using the Black and Scholes option-pricing model. | | | | | | | | | | | |
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| 4 | On August 2, 2013 100,000 options were granted to Prof. Skyler , one of the Company's advisory board, at an exercise price of $0.96 per share, the options vest in five equal annual installments from the date of grant and expire on April 4, 2023. The fair value of these options as of the date of grant was $65,620 using the Black and Scholes option-pricing model. | | | | | | | | | | | |
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The fair value of each option grant is estimated on the date of grant using the Black Scholes option-pricing model with the following assumptions: |
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| For options granted | | | | | | | | | | | | |
| until | | | | | | | | | | | | |
| August 31, | | | | | | | | | | | | |
| 2013 | | | | | | | | | | | | |
Expected option life (years) | 10 | | | | | | | | | | | | |
Expected stock price volatility (%) | 98 - 110 | | | | | | | | | | | | |
Risk free interest rate (%) | 1.53 - 2.78 | | | | | | | | | | | | |
Expected dividend yield (%) | 0 | | | | | | | | | | | | |
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A summary of the status of the stock options granted to non-employees as of August 31, 2013 and August 31, 2012 and changes for the nine months ended is presented below: |
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| | | Nine months ended | |
| | | 31-Aug-13 | | | 31-Aug-12 | |
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| | | | | | Weighted | | | | | | Weighted | |
| | | Number | | | average | | | Number | | | average | |
| | | Of | | | exercise | | | of | | | exercise | |
| | | Options | | | price | | | options | | | price | |
| | | | | | $ | | | | | | $ | |
| Options outstanding at beginning of year | | 1,278,104 | | | 0.95 | | | - | | | - | |
| Changes during the year: | | | | | | | | | | | | |
| Granted - at market price | | 100,000 | | | 0.96 | | | 1,178,104 | | | 0.97 | |
| Expired | | | | | | | | - | | | - | |
| Options outstanding at end of the period | | 1,378,104 | | | 0.94 | | | 1,178,104 | | | 0.97 | |
| Options exercisable at end of the period | | 624,418 | | | 0.8 | | | 176,726 | | | 0.69 | |
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Costs incurred in respect of stock based compensation for consultants, for the nine months ended August 31, 2013 and August 31, 2012 were $242,161 and $122,513 respectively. The weighted average period of the remaining unearned compensation of $423,417 as of August 31, 2013 will be recorded over 3.11 years. The following table presents summary information concerning the options granted to non-employees outstanding as of August 31, 2013: |
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| | | | Weighted | | | | | | | | | |
| | | | average | | Weighted | | | | | | | |
| | Number of | | Remaining | | Average | | | | | | | |
Exercise | | Outstanding | | Contractual | | Exercise | | Aggregate | | | | | |
prices | | options | | Life | | Price | | intrinsic value | | | | | |
$ | | | | Years | | | | $ | | | | | |
0.61 | | 100,000 | | 9.22 | | 0.61 | | 14,000 | | | | | |
0.69 | | 706,904 | | 8.42 | | 0.69 | | 42,414 | | | | | |
0.96 | | 100,000 | | 9.59 | | 0.96 | | - | | | | | |
1.4 | | 471,200 | | 8.62 | | 1.4 | | - | | | | | |
| | 1,378,104 | | 8.63 | | 0.942 | | 56,414 | | | | | |
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The following table presents summary of information concerning the options exercisable as of August 31, 2013: |
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| | Number of | | | | | | | | | | | |
Exercise | | Exercisable | | | Total | | | | | | | | |
prices | | options | | | Exercise price | | | | | | | | |
| | | | | $ | | | | | | | | |
0.69 | | 530,178 | | | 365,822 | | | | | | | | |
1.4 | | 94,240 | | | 131,936 | | | | | | | | |
| | 624,418 | | | 497,758 | | | | | | | | |
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