| Common Stock, Preferred Stock and Warrants With-Down Round Protection | NOTE 10 – COMMON STOCK, PREFERRED STOCK AND WARRANTS WITH-DOWN ROUND PROTECTION
A. 1. Description of the rights attached to the Common Stock
Each share of Common Stock entitles the holder to one vote, either in person or by proxy, on each matter submitted to the approval of the Company’s stockholders. the who be able to elect any of such directors. The vote of the holders of majority of the issued and outstanding shares of Common Stock, voting together with the holders of the Preferred Stock on an as converted basis, are entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to any act or action submitted to the vote of stockholders, except as otherwise provided by law.
2 Description of the rights attached to the Series A Preferred Stock
Holders of Series A Preferred Stock were entitled to receive cumulative dividends at a rate of 5% per annum, based on the stated value per share of the Series A Preferred Stock, which was initially $1,000 per share. Dividends on the Series A Preferred Stock were payable quarterly on March 31, June 30, September 30 and December 31 of each year, beginning on March 31, 2013, and on each conversion date (with respect to the shares of Series A Preferred Stock being converted). Until cash trading dividend per 2018 and Stockholders. As a result of the Forced Conversion which occurred on December 31, 2018, the Company issued 109,302 shares of Common Stock to the holders of the Series A Preferred Stock, in lieu of the accrued dividends (for the six months ended December 31,2017 and for the year ended December 31, 2018).
The Company was obligated to redeem the Series A Preferred Stock in cash upon the occurrence of certain triggering events, including, among others, a material breach by the Company of certain contractual obligations to the holders of the Series A Preferred Stock, the occurrence of a change in control of the on of in Stock. As a result of the Forced Conversion which occurred on December 31, 2018, the Company issued 6,148 shares of Common Stock to the holders of the Series A Preferred Stock, in lieu of the interest due for late payment.
Subject to certain conditions, the Company had the option to force the conversion of the Series A Preferred Stock (in whole or in part) if the volume weighted and
If the Company failed to timely deliver certificates for shares of Common Stock issuable upon conversion of the Series A Preferred Stock (the “Series Conversion Shares”) the such of executed number of requirements.
In addition, the Company was required to pay partial liquidated damages of $10 for each $1,000 of stated value of any shares of Series A Preferred Stock’ which have applicable conversion date.
The conversion price of the shares of Series A Preferred Stock that were included in the Series A Units was subject to adjustment for certain issuances of Common Stock common stockholders.
As a result of the Forced Conversion
which occurred on December 31, 2018, the Series A units were exchanged and the Company issued (i) 1,457,364 shares of Common Stock
to the holders of the Series A Preferred Stock, par value $0.001 per share, (ii) a five year warrant to purchase, at an exercise
price of $1.80 per share, 83,556 of shares of our per share, 83,556 of shares of
our per
share, 83,556 of shares of our The forced conversion and the extinguishment
of the Series A preferred stocks was accounted for as a deemed dividend (See Note 2T 5).
A. 3 Description of the rights attached to the Series B Preferred Stock
Holders of Series B Preferred Stock
were entitled to receive cumulative dividends at a rate of 5.5% per annum, based on the stated value per share of Series B Preferred of Stock. of price paid 1,081,115
and 359,505 shares of Common Stock, respectively at an estimated fair value of
$2,649,188, and $854,647, respectively as in-kind dividends to holders of Series B Preferred
Stock. As a result of the Forced Conversion which occurred on December 31, 2018, the Company issued 1,233,776 and 270,364 shares
of Common Stock to the holders of the Series B Preferred Stock, in lieu of the accrued dividends (for the six month ended December
31,2017 and for the year ended December 31, 2018) and accrued interest fees, respectively. The forced conversion and the extinguishment
of the Series B preferred stocks was accounted for as a deemed dividend (See Note 2T 5).
The Series B units, into shares of our per share, up to such number of shares of our issuable upon conversion of such share of Series Preferred
Stock (each “Series B - 1 Warrant”) issuable
upon conversion of such share of “Series B - 2 “Series As
a result of the Forced Conversion which occurred on December 31, 2018, the Series B units were exchanged and the Company issued
(i) 58,260,194 shares of Common Stock to the holders of the Series C Preferred Stock, per share, 3,340,251 of
shares of our per
share, 3,340,251 of shares of our per
share, 3,340,251 of shares of our
Subject to certain ownership limitations described below, the Series B Preferred Stock were convertible at the option of the holder at any time and from time to time into to the of shares, to if fundamental of transaction.
Subject to certain conditions contained in the Certificate of Designations, Preferences and Rights relating to the Series B Preferred Stock, the Company had the the
If the Company failed to timely deliver certificates for shares of Common Stock issuable upon conversion of the Series B Preferred Stock (the “Series B Conversion Shares”) which results in a Buy-In, the Company was required to: (a) pay the converting holder in cash an amount equal to the amount, if any, by which such holder’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds the product of (i) the aggregate number of Series B Conversion Shares due to the holder, multiplied by (ii) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions); and (b) at the option of such holder, either reissue (if surrendered) the shares of Series B Preferred Stock equal to the number of shares of Series B Preferred Stock submitted for conversion (in which case, such conversion will be deemed rescinded) or deliver to such holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements.
In addition, the Company was required to pay partial liquidated damages of $10 for each $1,000 of stated value of any shares of Series B Preferred Stock which have been converted by a holder and in respect of which the Company failed to deliver Series B Conversion Shares by the eighth trading day following the applicable conversion date.
Subject to any limitations under the terms of the Certificate of Designations for the Company’s outstanding Series A Preferred Stock, the Company may become was obligated to redeem the Series B Preferred Stock in cash upon the occurrence of certain triggering events, including, among others, a material breach by the Company of certain contractual obligations to the holders of the Series B Preferred Stock, the occurrence of a change in control of the Company, the occurrence of certain insolvency events relating to the Company, or the failure of the Common Stock to continue to be listed or quoted for trading on one or more specified United States securities exchanges or a regulated quotation service. In addition, upon the occurrence of certain triggering events, each holder of Series B Preferred Stock will had the option to require the Company to redeem such holder’s shares of Series B Preferred Stock for a redemption price payable in shares of Common Stock or receive an increased dividend rate of 9% on all of such holder’s outstanding Series B Preferred Stock.
Subject to any limitations under the terms of the Certificate of Designations for the Company’s outstanding Series A Preferred Stock, the Company may become obligated to redeem the Series B Preferred Stock in cash upon the occurrence of certain triggering events, including, among others, a material breach by the Company of certain contractual obligations to the holders of the Series B Preferred Stock, the occurrence of a change in control of the Company, the occurrence of certain insolvency events relating to the Company, or the failure of the Common Stock to continue to be listed or quoted for trading on one or more specified United States securities exchanges or a regulated quotation service. In addition, upon the occurrence of certain triggering events, each holder of Series B Preferred Stock will have the option to require the Company to redeem such holder’s shares of Series B Preferred Stock for a redemption price payable in shares of Common Stock or receive an increased dividend rate of 9% on all of such holder’s outstanding Series B Preferred Stock.
Subject to the Beneficial Ownership Limitation, holders of Series B Preferred Stock will could vote together with the holders of Common Stock and Series A Preferred Stock on an as-converted basis. Holders will not be permitted to convert their Series B Preferred Stock if such conversion would cause such holder to beneficially own shares of outstanding Common Stock in excess of the Beneficial Ownership Limitation.
Subject to the Beneficial Ownership Limitation, holders of Series B Preferred Stock could vote together with the holders of Common Stock and Series A Preferred Stock on an as-converted basis. Holders will not be permitted to convert their Series B Preferred Stock if such conversion would cause such holder to beneficially own shares of outstanding Common Stock in excess of the Beneficial Ownership Limitation.
Subject to certain limitations, so long as any Purchaser holds any shares of Series B Preferred Stock, if (a) the Company sells any shares of Common Stock or other securities convertible into, or rights to acquire, Common Stock and (b) a Purchaser then holding Series B Preferred Stock, Series B Warrants, Conversion Shares or Warrant Shares (defined below) reasonably believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to the purchaser in such subsequent sale of securities than are the terms and conditions granted to such Purchaser, then the Purchaser will be permitted to require the Company to amend the terms of this transaction (only with respect to such Purchaser) so as to match the terms of the subsequent issuance (including, for the avoidance of doubt, any terms and provisions that are or may be less favorable to such Purchaser).
Subject to certain limitations, so long as any Purchaser holds any shares of Series B Preferred Stock, if (a) the Company sells any shares of Common Stock or other securities convertible into, or rights to acquire, Common Stock and (b) a Purchaser then holding Series B Preferred Stock, Series B Warrants, Conversion Shares or Warrant Shares (defined below) reasonably believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to the purchaser in such subsequent sale of securities than are the terms and conditions granted to such Purchaser, then the Purchaser will be permitted to require the Company to amend the terms of this transaction (only with respect to such Purchaser) so as to match the terms of the subsequent issuance (including, for the avoidance of doubt, any terms and provisions that are or may be less favorable to such Purchaser).
A. 4 Description of the rights attached to the Series C Preferred Stock
Holders of Series C Preferred Stock were entitled to receive cumulative dividends at a rate of 5.5% per annum, based on the stated value per share of Series C Preferred and on each conversion date (with respect to the shares of Preferred Stock being converted). For so long as required under the terms of the Certificate of Designations dividends days within
The Series C units, into shares of our per share, up to such number of shares of our issuable upon conversion of such share of Series Preferred Stock (each “Series C - 1 Warrant”) issuable upon conversion of such share of “Series C - 2 “Series As a result of the Forced Conversion which occurred on December 31, 2018, the Series C units were exchanged and the Company issued (i) 46,526,357 shares of Common Stock to the holders of the Series C Preferred Stock, per share, of shares of our per share, of shares of our per share, of shares of our
Subject to any limitations under the terms of the Certificate of Designations for the Company’s outstanding Series A Preferred Stock or Series B Preferred Stock, the material the more Common Stock.
Subject to certain conditions contained in the Certificate of Designations, Preferences and Rights relating to the Series C Preferred Stock (the “Certificate of Designations”), price daily exchange.
Subject to certain exceptions contained in the Certificate of Designations, if the Company failed to timely deliver certificates for shares of Common Stock issuable upon “Conversion Shares”) Stock to deliver in satisfaction of sale by such holder of the Conversion Shares (a an amount equal to the amount, if any, by which such holder’s purchased to Series or In date the holder rescinds such conversion.
Subject to the beneficial ownership limitation described below, holders of Series C Preferred Stock could vote together with the holders of Common Stock, Series A Preferred Stock and Series B Preferred Stock on an as-converted basis. Holders will not be permitted to convert their Series C Preferred Stock if such conversion would than “Beneficial Ownership Limitation” ).
Subject to certain limitations, so long as any purchaser holds any shares of Series C Preferred Stock, if (a) the Company sells any shares of Common Stock or other Warrant Shares (defined below) reasonably believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to the purchaser in such subsequent sale of securities than are the terms and conditions granted to such purchaser after taking into account all of the terms and conditions of the terms granted to the purchasers under the purchase agreement and the terms granted in such subsequent issuance or sale, including all of the components of the Series Units and of the securities or units involved in such subsequent issuance or sale, then the purchaser will be permitted to require the Company to amend the terms of this transaction (only with respect to such purchaser) so as to match the terms of the subsequent issuance (including, for the avoidance of doubt, any terms and provisions that are or may be less favorable to such purchaser).
A. 5. Description of the rights attached to the Series D units
Holders of the Series D Units of the
Company (each a “Unit” “Units”), “Shares”) of the “Common Stock” ), of Common
Stock (collectively, the “Series D -1 Warrants”), “Series
D - 2 Warrants”), “Series
D - 3 Warrants”, D-2 Warrants,
the “Warrants”). As
a result of the Forced Conversion which occurred on December 31, 2018, the Series D units were exchanged and the Company issued
(i) 23,852,721 shares of Common Stock to the holders of the Series D Common Stock, par
value $0.001 per share, (ii) a five year warrant to purchase, at an exercise price of $1.80 per
share, 1,367,556 of shares of our common stock (iii) a five year warrant to purchase,
at an exercise price of $3.60 per share, 1,367,556 of shares of our common
stock and (iv) a five year warrant to purchase, at an exercise price of $5.40 per
share, 1,367,556 of shares of our common stock.
Placement Agent Compensation
Pursuant to a placement agent agreement (the “Placement Agreement”) Offering (the “Placement at the closing of the sale of the Units the Company paid the Placement Agent, as commission, cash amount equal to 7% of the aggregate sales price of the Units, plus 3% of the aggregate sales price as management fee plus non-accountable expense allowance equal to 3% of the aggregate sales price of the Units. In addition, pursuant to of the aggregate Shares sold in the Offering plus warrants equal to 10% of the total number of the Warrants issued to the Purchasers “Placement Agent Warrants”). will protection.
B. The 2017 Offering
On December 1, 2017 and during 2018, the Company raised $6,154,000 in gross proceeds from the issuance of ten closings totaling 1,367,556 Series D Units. After giving effect to the payment of commissions to the Placement Agent (See Note 9C) for the offering and the payment of certain offering expenses, the Company received net proceeds from the offering of Warrants have five-year time Warrants) or $7.75 per Warrants).
The Series Warrants
have Subject to the beneficial ownership
limitation, holders of the Warrants will not be permitted to exercise their Warrants if such exercise would cause such holder to written “Beneficial
Ownership Limitation” ). If the Company fails to timely deliver
certificates for shares of Common Stock issuable upon exercise of the Warrants (the “Warrant
Shares”) and, as result, the the any) to at the option of such holder, either reinstate the portion
of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which timely In connection with the sale of the Units
which occurred in Purchasers (the “Registration Agreement”) no shares
of Common Stock issuable upon “Warrant
Shares”); anti-dilution
provisions in the Warrants; and
(d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event
with respect to the monthly
partial liquidated damages in the amount of 2% of the aggregate purchase price paid by such holder pursuant to the Purchase Agreement,
if the Company fails to registration the Agreement.
In connection with the 2017 Offering the Company incurred a total of $1,209,144 of issuance costs of which $394,256 attributable to non-cash compensation expenses relating to warrants issued to the Placement Agent (See Notes 9C and Note 10D). The allocation method of the issuance proceeds to the Series the detachable Series Warrants and their respective issuance costs was based on the relative fair value of such installments.
Pursuant to the purchase agreements relating to the issuance and sale of the Series A Units the Series Units and Series Units, the Company was required to and did and “most favored nation” respectively, such
Upon initial recognition, common stock issued together with detachable Series Warrants (classified as equity) were measured based on the relative fair value basis and were presented each net of the direct issuance expenses that were allocated to them.
C. Warrants with down round protection
The placement agent Warrants (hereinafter “warrants”) have a five-year term commencing on their issuance date. In substantially the exercise price to the price at which the Company subsequently issues share or other of the Warrants (down-round on substantially the same terms as described above with respect
As a result of future issuances, the exercise price per share and the number of shares of Common Stock issuable upon exercise of each such warrant were adjusted several times.
On December 31, 2018 as a result of the Forced Conversion all of the outstanding warrants with down round protection were exchanged. As of December 31, 2018, the number of warrants with down round protection is 51,001,332 at an exercise price of $0.258 with a total fair value of approximately $6.6 million.
The Company has determined its derivative warrant liability to be a Level 3 fair value measurement and has used the Black and Scholes pricing model to calculate its fair value. Because the warrants contain price protection feature, the probability that the exercise price of the warrants would decrease as the stock price decreased was calculations.
The changes in the fair value of the Level 3 liability are as follows (in US dollars):
Warrants with Down-Round Protection
December 31,
2018 2017
Balance, Beginning of the year 768,249 681,970
Warrants issued as consideration for placement services - 353,721
Stock based compensation to financial advisor - 32,880
Change in fair value of Warrants with Down-Round Protection - (300,322 )
Reclassification to stockholder’s deficit (*) (768,249 ) -
Balance, End of year - 768,249
(*) As a result of the early adoption of ASU 2017-11 the company reclassified all the warrants with down round protection to stockholder’s deficit (see Note 2U and 2W) The key inputs used in the fair value
calculations were as follows:
December 31, 2017
Dividend yield (%) -
Expected volatility (%) (*) 56.59
Risk free interest rate (%) 1.31
Expected term of options (years) 0.2 - 4.92
Exercise price (US dollars) 4.50 - 7.75
Share price (US dollars) (**) 2.45
Fair value (US dollars) 0.002 – 0.81
(*) Due to the low trading volume of the Company’s Common Stock, the expected volatility was based on a sample of 254 companies operating in the Healthcare Products industry.
(**) The Common Stock price, per share reflects the Company’s management’s estimation of the fair value per share of Common Stock as of December 31, 2017. In reaching its estimation for such periods, management considered, among other things, a valuation prepared by a third-party valuation firm following the issuance of the Series D Units at December 31, 2017.
D. Stock-based compensation
1. Grants to non-employees
a. In connection with the 2010 Offering, the Company issued to the Placement Agent warrants to purchase 45,097 and 84,459 shares, respectively, of the stock down-round protection provision. As result of the issuance of the Series Units, per initial Warrants 179,939.
b. In connection with the 2012 Offering, the Company issued to the Placement Agent (a) 5 year warrants to purchase up to 128,277 shares of Common Stock at an those issued to the Series Unit Purchasers the from increased exercise Warrants Warrants, aggregate, aggregate
c.
In connection with the 2014 Offering,
the Company issued to the Placement Agent (a) 5 years warrants to purchase up to 293,115 shares of Common Stock at an exercise
price of $5.80 per share and (b) 5 years warrants to purchase up to 146,559 shares of Common Stock at an exercise price of $10.00
per share. The terms of the Placement Agent warrants are substantially similar to the terms of the Series B Warrants except that
the Placement Agent warrants may also be exercisable on a cashless basis at all times. The warrants include customary adjustment
provisions for stock down-round protection provision. As a result of future issuances, the
exercise price per share and the number of shares of Common Stock issuable upon exercise of each such warrant were adjusted several
times. As of December 31, 2017, and 2016 the
Placement Agent was entitled to an aggregate of 703,479 shares of Common Stock, respectively, at an exercise price of $4.50 in
connection with the 2014 offering.
d. In connection with the 2016 Offering, the Company issued to the Placement Agent (a) 5 years warrants to purchase up to 533,407 shares of Common Stock at an exercise price of $4.50 per share and (b) 5 years exercisable on cashless basis at all times.
e . In connection with the 2017 Offering, the Company issued to the Placement Agent (a) 5 years warrants to purchase up to 273,510 shares of Common Stock at an substantially times.
As a result of the early adoption of ASU 2017-11 the company reclassified all the warrants with down round protection (warrants held by the placement agent) from long term liabilities to stockholder’s deficit (see Note 2U and 2W)
On December 31, 2018 as a result of the Forced Conversion all of the outstanding warrants with down round protection (approximately 2,787,323) were exchanged. As of December 31, 2018, the number of warrants with down round protection is 51,001,332 at an exercise price of $0.258.
As of December 31, 2018, and 2017, the key inputs used in the fair value calculations of the warrant that were affected by the down-round protection
December 31, 2018 December 31, 2017
Dividend yield (%) - -
Expected volatility (%) 56.32 56.59
Risk free interest rate (%) 2.50 1.31
Expected term of options (years) 5 0.2 - 4.92
Exercise price (US dollars) 0.258 4.50, 5.75, 7.75
Share price (US dollars) 0.258 2.45
Fair value (US dollars) 0.13 0.12 – 0.81
2. Grants to employees
In August 2007, Integrity Israel’s Board of Directors (“Integrity Israel’s Board”) approved a stock option plan (“Integrity Israel’s plan”) for the grant, without price and vesting period for each grantee of options was determined by Integrity Israel’s Board and specified in such grantee’s option agreement. The options vested expire.
In July 2010, following the merger with Integrity Israel, the Company adopted the 2010 Share Incentive Plan (the “2010 Share Incentive Plan”), pursuant to which the Company’s Board of Directors is authorized to grant options exercisable into Common Stock of the Company.
The purpose of the 2010 Share Incentive Plan is to offer an incentive to employees, directors, officers, consultants, advisors, suppliers and any other person or entity Israel.
Upon the adoption of the 2010 Share Incentive Plan, all options granted under the Integrity Israel’s Plan were replaced by options subject to the 2010 Share Incentive
As of December 31, 2015, the Company had reserved 529,555 shares of Common Stock for issuance under the 2010 Share Incentive Plan. On March 17, 2016, the Company’s Board of Directors approved an amendment to the 2010 Share Incentive Plan to increase the number of shares of the Company’s Common Stock reserved the shares.
Pursuant to the terms of their respective employment agreements with the Company, in March 2012, the Company issued to Avner Gal, which served on that date as Chief Executive Officer, and David Malka, the Company ’ s shall be vested on the date of the merger and/or acquisition. All options granted as described above are subject to the terms of the 2010 Share Incentive Plan.
On March 17, 2016, the Company granted each one of three of its director’s options to purchase up to an aggregate of 26,666 shares of the Company’s Common 2016.
On November 15, 2016, the Company granted each one of its two other directors options to purchase up to an aggregate of 26,666 shares of the Company’s Common 2017.
Effective April 7, 2017 (the “ Gal Effective Date Gal Agreement Options
Effective April 7, 2017, the Company entered into an amendment to the employment agreement (the “Graham Employment Amendment” ) with John Graham, whom under “Graham Effective Date” ), of whereby (1) 307,754 of the $4.50 Options will vested immediately, (2) an .
Effective April 7, 2017, Integrity Israel entered into an amended and restated personal employment agreement (the “Malka Employment Agreement” ) “Malka Effective Date” ). Common of of purchase Date.
On June five 14,894 Common 2018.
On June 7, 2017, the Board appointed David Podwalski as the Chief Commercial Officer of the Company, and approved a grant of stock option to purchase shares of the Podwalski Effective Date, subject to his continued employment through and on each such vesting date.
In September 2017, the Compensation Committee and the Board of Directors approved a grant of stock options to Sami Sassoun the Company’s CFO and Eugene the Company’s of Series Units (292,924 options), with strike price of US$4.50, with three - year date.
On February 15, 2018 and April 15, 2018, we issued ten-year non-qualified stock options to various employees, for the purchase of 767,500 and 15,000 shares of Common Stock at an exercise price of $4.50 per share, with three-year quarterly vesting commencing on the first quarter after the effective date. The total fair value of the stock options is $762,210 and $14,897, respectively.
On June five 3,111 Common 2018.
On March 23, 2018, the Company held its 2018 Special Meeting of Stockholders. At the Meeting, the Company’s stockholders voted on the proposal to approve and ratify the increase of the total number of shares authorized for issuance under the Company’s Compensation Plan to 7,000,000 shares, including an amendment to the Incentive Plan on April 7, 2017 to increase from 1,000,000 shares to 5,625,000 shares and another amendment on February 15, 2018 to increase from 5,625,000 shares to 7,000,000 shares
The aggregate intrinsic value of the awards outstanding as of December 31, 2018 and 2017 was $0, and $0, respectively. Such amount represents the total intrinsic value based on the Company’s valuation prepared by third-party applicable.
The following tables present a summary of the status of the grants to employees, officers and directors as of December 31, 2018 and 2017 :
Number Weighted average exercise price (US$)
Balance outstanding as of December 31,2016 562,803 $ 5.64
Balance exercisable as of December 31,2016 334,735 $ 5.81
Granted during 2017 4,740,318 $ 5.22
Forfeited during 2017 (66,154 ) $ 3.93
Balance outstanding as of December 31,2017 5,236,967 $ 5.28
Balance exercisable of December 31,2017 2,428,716 $ 5.28
Granted during 2018 798,056 $ 4.50
Forfeited during 2018 (*) (2,042,413 ) $ 6.12
Balance outstanding as of December 31,2018 3,992,610 $ 4.70
Balance exercisable of December 31,2018 2,721,587 $ 4.63 (*)
during December 2018 Mr. John Graham resigned from his position as the company CEO, as a result 1,859,024 warrants were forfeited
and the company revers the expenses that have been booked in 2018 and in prior periods regarding the forfeited warrants amounted
approximately $1.17 million (the company recorded the reduction under general and administrative expenses) The following tables summarize
information about options outstanding at December 31, 2018:
Exercise price (US$) Outstanding at December 31, 2018 Weighted average remaining contractual life (years) Exercise price (US$) Exercisable at December 31, 2018 Weighted average remaining contractual life (years)
6.25 350,212 3.19 6.25 350,212 3.19
7.00 2,000 5.50 7.00 2,000 5.50
4.50 53,332 7.21 4.50 53,332 7.21
4.50 26,666 7.88 4.50 26,666 7.88
4.50 1,231,016 8.21 4.50 1,231,016 8.21
4.50 661,875 8.26 4.50 382,618 8.26
7.75 50,000 8.26 7.75 28,904 8.26
4.50 59,576 8.41 4.50 47,171 8.41
4.50 290,585 8.48 4.50 146,752 8.48
4.50 585,848 8.71 4.50 250,390 8.71
4.50 665,000 9.12 4.50 193,731 9.12
4.50 16,500 9.24 4.50 8,795 9.24
3,992,610 2,721,587 As
of December 31, 2018, approximately $508,654 of unrecognized compensation costs are expected to be recognized during the year ending
December 31, 2019, 2020 and 2021.
The fair value of options granted to employees during the years ended on December 31, 2018 and 2017 was estimated at the dates of grant using the Black-Scholes and assumptions used:
2018 2017
Dividend yield (%) 0 0
Expected volatility (%) (*) 56.59 56.59
Risk free interest rate (%) 1.31 0.92
Expected term of options (years) 5.5 - 6.5 5-10.5
Exercise price (US dollars) 4.5 4.50 - 7.75
Stock price (US dollars) (**) 2.45 2.38
Fair value (US dollars) 0.88-0.99 0.58-1.28
(*) Due to the low trading volume of the Company’s Common Stock, the expected volatility for 2018 and 2017 grant was based on a sample of 248 and 254 companies operating in the Healthcare Products industry, respectively.
(**) The Common Stock price, per share for the year ended December 31, 2018 and 2017 reflects the Company ’ s per Units valuation prepared by third-party Units. |
