STOCK BASED COMPENSATION [Text Block] | NOTE 13 – STOCK-BASED COMPENSATION a. Global Share Incentive Plan As of November 30, 2016 , the Company has one stock option plan, the Global share incentive plan (2012) (the “Plan”), under which, the Company had reserved a pool of 12,000,000 shares of the Company’s common stock, 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. The options may be exercised after vesting and in accordance with the vesting schedule that will be determined by the Company's board of directors for each grant. The maximum contractual life term of the options is 10 years. b. Options Granted to Employees and Directors Below is a table summarizing all of the options grants to employees and made during the years ended November 30, 2016, and 2015: Year of No. of options Exercise price Vesting period Fair value at grant Expiration grant granted (in thousands) period Directors 2015 500,000 $ 0.53 vest immediately $ 136 5 Employees 2016 3,046,250 $ $0.36 vest immediately- 2 years $ 697 10 The fair value of each stock option grant is estimated at the date of grant using a Black Scholes option pricing model. The volatility is based on historical volatility of the Company , by statistical analysis of the weekly share price for the last two years. The expected term is the mid-point between the vesting date and the maximum contractual term for each grant equal to the contractual life. The fair value of each option grant is based on the following assumptions: Year Ended November 30, 2016 2015 Value of one common share $ 0.28 -$0.36 $ 0.53 Dividend yield 0% 0% Expected stock price volatility 87.4%- 89% 85.7% Risk free interest rate 1.32%- 1.33% 1.68% Expected term (years) 5 2.5 A summary of the Company's stock options granted to employees and directors as of November 30, 2016 and 2015 and changes for the years then ended is presented below: 2016 2015 Weighted Weighted Average Average Exercise Exercise Number of Price Number of Price Options $ Options $ Options outstanding at the beginning of the year 10,341,210 0.16 12,809,455 0.27 Changes during the year: Granted 3,046,250 0.19 500,000 0.53 Expired (2,440,120 ) 0.68 Forfeited (528,125 ) 0.5 Re-designation to non- employee (see Note 10g) (1,641,300 ) 0.28 Options outstanding at end of the year 11,746,160 0.16 10,341,210 0.16 Options exercisable at end of the year 10,557,105 0.14 8,696,162 0.09 The following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as of November 30, 2016: Weighted Average Aggregate Aggregate Exercise Number of Remaining Intrinsic Number of Exercisable Prices Outstanding Contractual Value Exercisable Options $ Options Life $ Options Value $ (in thousands) (in thousands) 0.0001 5,544,155 6.8 2,162 5,000,344 1 0.001 3,338,285 5.2 1,299 3,338,285 3 0.36 300,000 9.4 9 37,500 14 0.5 400,000 7.7 400,000 200 0.53 500,000 3.5 500,000 265 0.75 250,000 6.6 150,000 113 0.79 942,520 5.6 754,016 596 0.85 471,200 5.5 376,960 320 11,746,160 6.1 3,470 10,557,105 1,512 Costs incurred with respect to stock-based compensation for employees and directors for the years ended November 30, 2016 and 2015 were $1,103 thousand and $713 thousand, respectively. As of November 30, 2016, there was $577 thousand of unrecognized compensation costs related to non-vested employees and directors stock options, to be recorded over the next 3.42 years. c. Options Granted to Non- Employees Below is a table summarizing all the compensation granted to consultants and service providers during the years ended November 30, 2016: Year Ended November 30, 2016 No. of options Exercise price Vesting period Fair value at grant Expiration granted (in thousands) period Options 1,000,000 * $ 0.3 Quarterly over a period $ 187 4 years of one year * The options shall immediately vest prior to such one-year period if there is an acquisition of 40% or more of the Company or upon funding of $5 million. Year Ended November 30, 2015 No. of options Exercise price Vesting period Fair value at grant Expiration granted (in thousands) period Options 200,000 $ 0.65, $0.52 Yearly over a period of $ 49 5 years five years The fair value of each stock option grant is estimated at the date of grant using the Black-Scholes valuation model. The volatility is based on historical volatility of the Company for the last two years. The expected term is equal to the contractual life, based on management estimation for the expected dates of exercising of the options. The fair value of each grant is based on the following assumptions: Year Ended November 30, 2016 2015 Value of one common share $ 0.3, $0.34 $ 0.65, $0.53 Dividend yield 0% 0% Expected stock price volatility 87%, 95% 86%, 89% Risk free interest rate 1.19%, 2.34% 1.34%, 1.42% Expected term (years) 1 - 9 5 A summary of the status of the stock options granted to consultants and service providers as of November 30, 2016, and 2015 and changes for the years then ended is presented below: 2016 2015 Weighted Weighted Average Average Exercise Exercise Number of Price Number of Price Options $ Options $ Options outstanding at the beginning of the year 2,658,104 0.75 2,458,104 0.75 Changes during the year: Granted 1,000,000 0.3 200,000 0.51 Expired Re-designation to non- employee (see Note 10g) 1,641,300 0.28 Options outstanding at end of the year 5,299,404 0.52 2,658,104 0.75 Options exercisable at end of the year 4,647,404 0.51 1,521,624 0.65 The following table presents summary information concerning the options granted and exercisable to consultants and service providers outstanding as of November 30, 2016 (in thousands, except per share data): Weighted Weighted Average Average Aggregate Number of Aggregate Exercise Number of Remaining Exercise Intrinsic Exercisable Exercisable Prices Outstanding Contractual Price Value* Options Options $ Options Life $ $ Value $ (in thousands) (in thousands) 0.28 1,641,300 9.4 0.28 181 1,641,300 460 0.3 1,000,000 0.25 0.3 90 1,000,000 300 0.50 1,080,000 1.67 0.50 648,000 324 0.54 100,000 3.53 0.54 20,000 10 0.61 100,000 5.98 0.61 80,000 49 0.65 100,000 3.2 0.65 20,000 13 0.69 706,904 5.5 0.69 706,904 488 0.96 100,000 6.35 0.96 60,000 58 1.40 471,200 5.38 1.40 471,200 660 5,299,404 4.7 0.75 $ 271 4,647,404 $ 2,362 Costs incurred with respect to options granted to consultants and service providers for the year ended November 30, 2016 and 2015 was $2,543441 and $90 thousand, respectively. As of November 30, 2016, there was $167 thousand of unrecognized compensation costs related to non-vested consultants and service providers, to be recorded over the next 4.55 years. d. Warrants Issued to Non-Employees During the year ended November 30, 2016, the Company granted to several consultants 1,071,417 warrants each exercisable at $0.52 per share for three years. The fair value of those options as of the date of grant using the Black-Scholes valuation model was $219 thousand, out of which amount of $64 thousand is related to 271,417 warrants that were granted as a success fee with respect to the issuance of the convertible notes during the year ended November 30, 2016. e. Shares Issued to Non-Employees 1) On March 1, 2016, the Company entered into a consulting agreement for professional services for a period of one year. Under the terms of the agreement, the Company agreed to grant the consultant 250 thousand shares of restricted common stock. The fair value of the Company’s common stock as of the date of grant was $0.30. In addition, the Company will pay a retainer fee of $10,000 per month, consisting of $5,000 cash per month and $5,000 shall be payable in shares of the Company’s common stock at a value equal to the price paid for the equity capital raise of at least $3 million (the “financing”). The cash fee per month and shares shall be issued upon completion of the financing. The fair value of the shares as of November 30, 2016, was $34 thousand. 2) On April 27, 2016, the Company entered into a consulting agreement for professional services for a period of one year with two consultants. Under the terms of the agreements, the Company agreed to grant the consultants an aggregate of 1.2 million shares of restricted common stock that vested on grant date. The fair value of the shares as of the date of grant was $336 thousand. 3) On May 1, 2016, the Company entered into a consulting agreement for professional services for a period of one year. Under the terms of the agreement, the Company agreed to grant a consultant 1 million shares of restricted common stock, of which the first 350,000 shares will vest immediately, 350,000 shares are to vest 90 days following the agreement date and 300,000 shares are schedule to vest 180 following the agreement date. The fair value of the shares as of the date of grant of the first two tranches was $249 thousand. With respect to last tranche, the fair value of the shares as of November 30, 2016, was $92. |