SHARE CAPITAL: | NOTE 9 - SHARE CAPITAL: a. Rights of the Company’s ordinary shares Each ordinary share is entitled to one vote. The holders of ordinary shares are also entitled to receive dividends whenever funds are legally available, when and if declared by the Board of Directors. Since its inception, the Company has not declared any dividends. b. Public offerings In September 2014, the Company completed an IPO, pursuant to which the Company issued 7,668,200 ordinary shares (including underwriters ‘green shoe’), NIS 0.16 par value (“Ordinary Shares”) at $6.00 per share raising a total of approximately $41,100, net of underwriting discounts, commissions and other offering expenses. On April 20, 2015, the Company completed a follow-on public offering. A total of 7,419,353 ordinary shares were sold at a price of $9.30 per share. Prior to closing, the underwriters fully exercised their option to purchase 967,741 additional ordinary shares. The net proceeds from the sale of shares, after deducting underwriting discounts, commissions and other offering expenses, were approximately $64,202. On September 30, 2016, the Company completed an additional offering in which 5,700,000 ordinary shares were sold at a price of $9.50 per share. On October 28, 2016, the underwriters partially exercised their ‘green shoe’ option and purchased additional ordinary shares. c. Warrants As of December 31, 2017, and December 31, 2016, the Company’s outstanding warrants were 1,394,558 and 1,807,800, respectively. Each warrant can be exercised for one ordinary share at an price of $5.04 per share or through a cashless exercise. The warrants are exercisable until May 13, 2018 (“Expiration date”). On the occasion where the warrants are not exercised by the Expiration date, and the fair value of share price on such day is higher than the warrant exercise price, the warrants shall be deemed automatically exercised by the warrant holder on a net issuance basis. During the years ended December 31, 2017 and December 31, 2016, 413,242 and 257,137 warrants were exercised into 191,793 and 257,137 ordinary shares, respectively. d. Share-based compensation In June 2009, the Company’s Board of Directors approved a share option plan and reserved a pool of 1,635,694 ordinary shares for grant to Company employees, consultants, directors and other service providers. In May 2015, the Company's board of directors approved a new option plan (the "Plan") replacing previous plan approved in 2009. The Plan includes a pool of 2,690,694 ordinary shares for grant to Company employees, consultants, directors and other service providers. During the years ended December 31, 2016 and December 31, 2017, a total increase of 2,900,000 ordinary shares was approved by the board of directors and registered with the Securities and Exchange Commission. As of 31, 2017, 2,076,088 shares remain available for grant under the Plan. The Plan is designed to enable the Company to grant options to purchase Ordinary Shares and RSUs various and different tax regimes including, without limitation: (i) pursuant and subject to Section 102 of the Israeli Tax Ordinance or any provision which may amend or replace it and any regulations, rules, orders or procedures promulgated thereunder and to designate them as either grants made through a trustee or not through a trustee; and (ii) pursuant and subject to Section 3(i) of the Israeli Tax Ordinance. The fair value of each option granted is estimated using the Black-Scholes option pricing method. The volatility is based on a combination of the Company’s historical volatility, historical volatilities of companies in comparable stages as well as companies in the industry, by statistical analysis of daily share pricing model. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected term of the options granted in dollar terms. The Company’s management uses the contractual term or its expectations, as applicable, of each option as its expected life. The expected term of the options granted is derived from the output of the option pricing model and represents the period of time that granted options are expected to remain outstanding. In the three years ended December 31, 2017, the Company granted options to employees and non-employees as follows: Year ended December 31, 2017 Award amount Exercise price range Vesting period Expiration Employees: Options 1,162,558 $5.22- $10.31 4 years 10 years RSU 350,694 - 4 years - Directors: Options 189,709 $4.69- $4.76 4 years 10 years RSU 19,397 - 4 years - Year ended December 31, 2016 Award amount Exercise price range Vesting period Expiration Employees: Options 715,310 $6.04- $8.54 4 years 10 years RSU 25,000 - 4 years - Directors: Options 24,000 $7.09 3 years 10 years Consultants: Options 4,800 $6.34 4 years 10 years Year ended December 31, 2015 Award amount Exercise price range Vesting period Expiration Employees: Options 852,501 $6.77- $10.88 4 years 10 years RSU 216,050 - 4 years - Directors: Options 27,000 $10.80-$11.87 3 years 10 years Consultants: Options 4,000 $10.88 4 years 10 years RSU 83,800 - 4 years - The fair value of options and RSUs granted to employees and directors during 2017, 2016 and 2015 was $8,510, $2,816 and $6,592 respectively. The fair value of options and RSUs granted to consultants during the years ended 2016 and 2015 was $42 and $686, respectively. The fair value of RSUs granted to employees and directors is based on the share price on grant date. The fair value of options granted to employees and directors on the date of grant was computed using the Black-Scholes model. The underlying data used for computing the fair value of the options are as follows: Year ended December 31 2017 2016 2015 Value of ordinary share $4.44-$10.12 $5.9-$8.35 $6.96-$11.3 Dividend yield 0 % 0 % 0 % Expected volatility 58.41%-61.7 % 60.3%-63.2 % 60.1%-64.9 % Risk-free interest rate 1.97%-2.16 % 1.25%-1.86 % 1.38%-1.98 % Expected term 6 years 6 years 6 years The Total unrecognized compensation cost of employee and directors options and RSUs at December 31, 2017 is $9,340 which is expected to be recognized over a weighted average period of 2 years. The fair value of options granted during 2016 and 2015 to consultants, was computed using the Black-Scholes model. The underlying data used for computing the fair value of the options are as follows: December 31 2016 2015 Value of ordinary share $11.1 $8.11 Dividend yield 0 % 0 % Expected volatility 64.8 % 69.4 % Risk-free interest rate 2.38 % 2.27 % Expected term 9 years 10 years In June, 2017, the Company entered into new agreements with Dr. Dov Tamarkin and Mr. Meir Eini to serve as consultants, pursuant to their resignation from their roles as Chief Executive Officer and Chief Innovation Officer of the Company (see also Note 13), pursuant to which all options and RSUs previously awarded to Dr. Dov Tamarkin and Mr. Meir Eini will remain outstanding and continue to vest as though they remained employed by the Company through each applicable vesting date. In addition to the new agreements with Dr. Dov Tamarkin and Mr. Meir Eini, the Company entered into a similar agreement with another employee who has become a consultant to the Company. Pursuant to the agreement all options and RSUs previously awarded to the employee will remain outstanding and continue to vest as though he remained employed by the Company through each applicable vesting date, as long as he remains a consultant to the Company. The retention of the options and RSUs was considered a Type III modification for share-based compensation, and, as a result, the Company reversed all expense previously recorded for these retained awards in the amount of $2,037 and recorded the new compensation expense in the amount of $1,058 over the new requisite service period. The following table summarizes the number of options outstanding for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, and related information: Employees and directors Consultants and service providers Number of options USD (1) Number of options USD (1) Outstanding at January 1, 2015 904,250 $ 3.28 266,875 $ 2.10 Granted 879,501 7.72 4,000 10.88 Exercised (29,525 ) 1.92 (150,000 ) 1.92 Re-designated (2) (27,000 ) 5.88 27,000 5.88 Outstanding at December 31, 2015 1,727,226 $ 5.41 147,875 $ 3.24 Granted 739,310 6.55 4,800 6.34 Forfeited (20,000 ) 6.66 (15,625 ) 7.98 Exercised (69,444 ) 1.64 - - Outstanding at December 31, 2016 2,377,092 $ 5.87 137,050 $ 2.81 Granted 1,352,267 7.47 - - Forfeited (39,213 ) 7.93 (8,800 ) 8.40 Exercised (61,881 ) 2.63 - - Re-designated (3) (252,210 ) 7.71 252,210 7.71 Outstanding at December 31, 2017 3,376,055 $ 6.41 380,460 $ 5.93 (1) Weighted average price per share (2) Pursuant to change in status of grantee from ‘director’ to ‘consultant’ during the reporting period. (3) Pursuant to change in status of grantees from ‘employee’ and ‘Director’ to ‘consultant’ during the reporting period. The following table summarizes the number of RSUs outstanding for the years ended December 31, 2017 and December 31, 2016: Employees and directors Consultants and service providers Number of RSUs Outstanding at January 1, 2016 186,800 63,050 Awarded 25,000 - Vested (69,117 ) (21,000 ) Outstanding at December 31, 2016 142,683 42,050 Awarded 370,091 - Forfeited (4,025 ) (550 ) Vested (43,038 ) (33,625 ) Re-designated (1) (78,120 ) 78,120 Outstanding at December 31, 2017 387,591 85,995 (1) Pursuant to change in status of grantees from ‘employee’ and ‘Director’ to ‘consultant’ during the reporting period. The following tables summarizes information concerning outstanding and exercisable options as of December 31, 2017: December 31, 2017 Options outstanding Options exercisable Number of Weighted Number of Weighted options average options Average Exercise outstanding remaining exercisable Remaining prices per at end of contractual at end of contractual share (USD) year life year Life 0.048-1.312 268,125 1.90 268,125 1.90 1.92 258,587 4.08 252,650 4.03 4.687-4.761 189,709 9.53 - - 5.216-5.879 810,175 8.75 253,600 6.98 6.04-6.77 766,010 8.02 364,154 7.83 7.093-8.545 757,126 7.82 365,032 7.66 10.217-11.868 706,783 8.85 80,719 7.59 3,756,515 1,584,280 The aggregate intrinsic value of the total outstanding and exercisable options as of December 31, 2017, is $3,083 and $2,555 respectively. The following table illustrates the effect of share-based compensation on the statements of operations: Year ended December 31 2017 2016 2015 Cost of revenues $ 2 $ 3 $ 2 Research and development expenses 1,711 1,135 588 Selling, general and administrative 2,453 1,774 1,187 $ 4,166 $ 2,912 $ 1,777 |