SHARE CAPITAL | NOTE 5 - SHARE CAPITAL: a. Securities Purchase Agreement On April 13, 2018, the Company entered into a Securities Purchase Agreement with an existing shareholder pursuant to which the Company agreed to issue and sell, in a registered offering, an aggregate of 2,940,000 Ordinary Shares at a purchase price of $5.50 per share. The net proceeds from the offering were $16,131 after deducting transaction expenses. The closing of the issuance and sale of these shares took place on April 16, 2018. b. Follow-on Offering On September 18, 2018, the Company completed a follow-on offering in which 13,420,500 Ordinary Shares were sold at a price of $6.00 per share, which included the full exercise by the underwriters of their option to purchase additional Ordinary Shares. The net proceeds, including the underwriters' option, were approximately $75,348, after deducting the underwriting discounts and commissions and other offering expenses. c. Warrants During the nine months ended September 30, 2018, 1,394,558 warrants were exercised for 178,468 Ordinary Shares. As of September 30, 2018, there are no warrants outstanding. As of September 30, 2017, the total amount of warrants outstanding was 1,394,558. d. Share-based compensation In May 2015, the Company’s Board of Directors approved a new option plan (the “Plan”) replacing the previous plan approved in 2009. The Plan included 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, the Board of Directors approved an accumulated increase of 2,900,000 Ordinary Shares to the Plan. As of September 30, 2018, In the nine months ended September 30, 2018 and 2017, the Company granted options and RSUs to employees and directors as follows: Nine months ended September 30, 2018 Award amount Exercise price range Vesting period Expiration Employees: Options 571,530 $5.06-$6.40 4 years 10 years RSUs 126,844 4 years - Directors: Options 174,373 $5.02-$5.06 1 years 10 years RSUs 14,829 3 years - Nine months ended September 30, 2017 Award amount Exercise price range Vesting period Expiration Employees: Options 804,838 $5.22-$10.31 4 years 10 years RSUs 268,764 - 4 years - Directors: Options 189,709 $4.69-$4.76 4 years 10 years RSUs 19,397 - 4 years - The fair value of options and RSUs granted to employees and directors during the nine months ended September 30, 2018 and September 30, 2017 was $3,287 and $6,860, 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: Nine months ended September 30 2018 2017 Value of ordinary share $5.12-$5.99 $4.44-$10.12 Dividend yield 0% 0% Expected volatility 62.1%-62.6% 58.4%-59.7% Risk-free interest rate 2.75%-2.84% 1.97%-2.09% Expected term 6 years 6 years On January 1, 2018, the Company and Dr. Dov Tamarkin agreed to terminate the consulting agreement signed in June 2017. Pursuant to the termination, the Board of Directors resolved that all options and RSUs previously granted to Dr. Tamarkin shall continue to vest and may be exercised until their expiration date. The retention of the options and RSUs was considered a Type III modification for share-based compensation, and, as a result, on January 1, 2018, the Company re-measured the fair value of all outstanding options and RSUs granted to Dr. Tamarkin and recognized the residual amount of the fair value as an immediate expense. The compensation expenses recorded on January 1, 2018 were $239. In addition, following changes in circumstances, including Mr. Meir Eini’s resignation from his position as an observer to the Board of Directors, the Company reassessed the services provided by Mr. Meir Eini and concluded they are not substantive in comparison to the value of the equity awards he received. Therefore, in January 2018, all expenses related to the awards previously granted to Mr. Eini were measured and the unrecognized amount of the fair value was fully recognized. The compensation expenses recorded in January 2018 were $494. The following table illustrates the effect of share-based compensation on the statements of operations: Nine months ended September 30 Three months ended September 30 2018 2017 2018 2017 Cost of revenues $ - $ 2 $ - $ 2 Research and development expenses 1,679 1,097 376 522 Selling, general and administrative 2,465 1,584 814 672 $ 4,144 $ 2,683 $ 1,190 $ 1,196 |