SHARE CAPITAL | NOTE 9 – SHARE CAPITAL a. The Ordinary Shares confer upon their holders the following rights: (i) the right to vote in any general meeting of the Company; (ii) the right to receive dividends; and (iii) the right to receive upon liquidation of the Company a sum equal to the nominal value of the share, and if a surplus remains, to receive such surplus. On May 17, 2019, the Company entered into an Equity Distribution Agreement with Oppenheimer & Co. Inc., or Oppenheimer to offer and sell from time to time its ordinary shares, NIS 0.01 par value, having an aggregate offering price of up to $ 15,000,000 through Oppenheimer acting as its agent and/or principal. For the year-ended December 31, 2021, the Company sold an aggregate of 1,285,366 ordinary shares under its at-the-market (“ATM”) equity facility. The total gross consideration amounted to approximately $ 3.5 million. The Company failed to file a prospectus supplement specifying details of the share sales under the ATM. This may have constituted a violation of Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may give rise to liability under Section 12 of the Securities Act (which generally provides a rescission remedy for offers and sales of securities in violation of Section 5) as well as potential liability under the anti-fraud provisions of federal and state securities laws and state rescission laws. In such event, anyone who acquired such ordinary shares would have a right to rescind the purchase. If all the shareholders who acquired ordinary shares demanded rescission, the maximum that VBL would be obligated to repay would be approximately $ 3.5 million, plus interest. Out of the approximately $ 3.5 million of sales, one identified buyer purchased approximately $ 1.9 million of the Company’s ordinary shares. Such identified buyer has agreed to waive any rescission rights and has signed a waiver evidencing such agreement. The Securities Act generally requires that any claim brought for a violation of Section 5 of the Securities Act be brought within one year of the violation. Additionally, if it is determined that such sales did in fact violate the Securities Act, VBL may become subject to fines and penalties imposed by the SEC and state securities agencies. Based on consultation with its counsel and management assessment, VBL did not recognize any provision related to this uncertainty. VBL analyzed the classification of the ordinary shares. Based on ASC 480-10-S99-3A(f), VBL determined that since the redemption obligation is outside of its control, the ordinary shares should be considered ordinary shares subject to possible redemption, and $ 1.6 million should classified as temporary equity as ordinary shares subject to possible redemption, as reflected in the balance sheet, see also note 13. VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 9 – SHARE CAPITAL b. On May 7, 2020 and May 11, 2020, the Company entered into securities purchase agreements with several institutional investors and existing shareholders to purchase 11,492,065 1.575 11,492,065 1.45 18.1 16.4 May 11, 2020 May 13, 2020 The fair value of the warrants was computed using the Black-Scholes option-pricing model. The underlying data used for computing the fair value of the warrants are mainly as follows: ordinary share price based on the current price of an ordinary share: $ 1.27 1.63 74 76 0.155 0.165 zero 1.5 As of December 31, 2021, all 11,492,065 16.7 c. On July 29, 2020, at the general meeting of the shareholders of the Company, such shareholders approved the increase of the authorized share capital of the Company to 150,000,000 0.01 d. On January 14, 2021, the Company entered into an ordinary share purchase agreement (Agreement) of up to $ 20 0.01 1,400,000 3.0 e. On April 9, 2021, VBL entered into an underwriting agreement pursuant to which the Company issued(a) 5,150,265 1.90 8,050,000 1.89 0.01 1,751,525 6,901,790 8,050,000 26.4 f. On May 6, 2021, 1,250,000 five year VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 9 – SHARE CAPITAL g. Sha re based compensation plans In February 2000, the Company’s Board of Directors approved an option plan (the “Plan”) as amended through 2008. Under the Plan, the Company reserved up to 1,423,606 0.01 Each option provides the holder the right to exercise such option and acquire one Ordinary Share per option. Any option granted under the Plan that is not exercised within ten years from the date upon which it becomes exercisable, will expire. In April 2011, the Company’s board of directors approved a new option plan (the “New Plan”). Under the New Plan, the Company reserved up to 766,958 159,458 Any option which was granted under the New Plan and was not exercised within twenty years from the date when it becomes exercisable, will expire. In September 2014, the Company’s shareholders approved the adoption of the Employee Share Ownership and Option Plan (2014) (“2014 Plan”) effective as of the closing of the public offering. Under the 2014 Plan, the Company reserved up to 928,000 28,000 Any option which was granted under the 2014 Plan and was not exercised within twenty years from the date when it becomes exercisable, will expire Option exercise prices and vesting periods option grants are determined by the board of directors of the Company on the date of the grant. The options are subject to the terms stipulated by section 102(b)(2) of the Ordinance. According to these provisions, the Company will not be allowed to claim as an expense for tax purposes the amounts credited to the employees as a capital gain benefit in respect of the options granted. Options granted to related parties or non-employees of the Company are governed by Section 3(i) of the Ordinance. The Company will be allowed to claim as an expense for tax purposes the amounts equal to the expenses it recorded in the financial statements in the year in which the related parties or non-employees exercised the options into shares. Options granted in 2019, 2020 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of options granted The fair according to Exercise value of option plan of price per options on date the company Ordinary Share of grant (in Date of grant Total ($) thousands) December 19, 2019 1,346,000 $ 1.22 $ 1,411 November 24, 2020 125,000 $ 1.17 $ 135 December 8, 2020 1,343,000 $ 1.22 $ 1,753 July 20, 2021 125,000 $ 2.38 $ 276 October 4, 2021 307,500 $ 2.22 $ 530 October 19, 2021 174,000 $ 2.20 $ 340 December 7, 2021 1,188,287 $ 2.31 $ 2,258 VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 9 – SHARE CAPITAL Most of the options granted in 2019, 2020, and 2021 vest over 4 years with 25% vesting on the first anniversary and the remainder vesting quarterly over the next 3 years. The remaining 327,681 options granted in fiscal 2021 vest over 2 years with 50% on the first-anniversary, and the remaining 50% vesting equally at the end of each quarter in the second year. The fair value of the options on the date of grant was computed using the Black-Scholes model. Fair value of the options was estimated using the expected volatility. The risk-free interest rate was determined based on rates of return on maturity of unlinked treasury bonds with time to maturity that equals the average life of the options. The fair value of the Company’s stock options granted for the years ended December 31, 2021, 2020 and 2019 was estimated using the following assumptions: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS AND RSUs GRANTED 2021 2020 2019 Value of one ordinary share $ 1.97 -$ 2.47 $ 1.21 1.45 $ 1.15 Expected stock price volatility 91 % 94 % 100 % Expected term (in years) 11 11 11 Risk free interest rate 1.48 %- 1.64 % 0.88 0.91 % 1.91 % Dividend yield - - - h. Changes in the number of options and RSUs and weighted average exercise prices are as follows: SCHEDULE OF CHANGES IN NUMBER OF OPTIONS AND RSUS AND WEIGHTED AVERAGE EXERCISE PRICES Year ended December 31 2021 2020 2019 Weighted Weighted Weighted Number average Number average Number average of exercise of exercise of exercise options price options price options price Outstanding at beginning of year 7,569,626 $ 2.53 6,373,331 $ 2.91 5,056,914 $ 3.36 Granted 1,794,787 2.29 1,468,000 1.22 1,346,000 1.22 Exercised (60,265 ) 0.01 - - - - Forfeited and expired (65,500 ) 3.01 (271,705 ) 4.35 (29,583 ) 3.30 Outstanding at end of year (1) 9,238,648 $ 2.5 7,569,626 $ 2.53 6,373,331 $ 2.91 Exercisable at end of year 5,308,234 $ 3.1 4,149,359 $ 3.43 3,294,647 $ 3.73 (1) Includes RSUs of 74,001 102,334 102,334 VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) NOTE 9 – SHARE CAPITAL i. The following is information about exercise price and remaining contractual life of outstanding options and RSUs at year-end: SCHEDULE OF OPTIONS EXERCISE PRICE AND CONTRACTUAL LIFE December 31, 2021 December 31, 2020 December 31, 2019 Number of Weighted Number of Weighted Number of Weighted options average of options average of options average of outstanding remaining outstanding remaining outstanding remaining at end of Exercise contractual at end of Exercise contractual at end of Exercise contractual year Price life year price life year Price life 448,911 $ 0.002 10.67 509,176 $ 0.002 10.14 509,176 $ 0.002 10.88 125,000 $ 1.17 18.91 125,000 1.17 19.91 - - - 72,990 $ 1.21 2.72 72,990 $ 1.21 3.72 72,990 $ 1.21 4.72 6,241,406 $ 1.22 2.47 14.56 4,491,494 $ 1.22 2.47 16.61 3,244,969 $ 1.22 2.47 30.38 538,871 $ 3.30 3.48 10.92 538,871 $ 3.30 3.48 11.92 559,871 $ 3.30 3.48 12.96 30,000 $ 6.03 13.12 30,000 $ 6.03 14.12 60,000 $ 6.03 15.13 86,000 $ 6.90 16.02 106,625 $ 6.90 17.02 116,000 $ 6.90 18.02 342,470 $ 7.52 13.88 342,470 $ 7.52 14.88 372,470 $ 7.52 15.88 1,353,000 $ 5.08 5.99 15.36 1,353,000 $ 5.08 5.99 16.36 1,437,855 $ 5.08 5.99 17.36 9,238,648 7,569,626 6,373,331 The aggregate intrinsic value for the options outstanding as of December 31, 2021, 2020 and 2019 was $ 4.0 million, $ 3.7 million and, $ 0.6 million, respectively. j. Expenses for share based compensation recognized in statements of comprehensive loss were as follows: SCHEDULE OF SHARE BASED COMPENSATION Year ended December 31 2021 2020 2019 U.S. dollars in thousands Research and development expenses $ 774 $ 834 $ 1,236 Administrative and general expenses 1,194 827 1,015 $ 1,968 $ 1,661 $ 2,251 The remaining unrecognized compensation expenses as of December 31, 2021 are $ 4.1 2.5 VASCULAR BIOGENICS LTD. NOTES TO THE FINANCIAL STATEMENTS (continued) |