SHARE CAPITAL | NOTE 6- SHARE CAPITAL: Authorized shares On April 10, 2019, the Company’s shareholders approved an increase of the Company’s authorized Ordinary Shares from 90,000,000 shares previously approved to 135,000,000 shares, NIS 0.16 per share. Issuance of shares On July 29, 2019, pursuant to the Credit Agreement and Securities Purchase Agreement, the Company issued and sold, in a registered offering, an aggregate of 6,542,057 shares of the Company’s Ordinary Shares, at a purchase price of $2.14 per share, representing the closing share price on the last trading day prior to signing, for aggregate gross proceeds of approximately $14 million, before deducting offering expenses in the amount of $286. Warrants In connection with the Credit Agreement, on the Closing Date, the Company issued to the lender Warrants to purchase up to an aggregate of 1,100,000 of its Ordinary Shares. The warrants were exercisable immediately following the closing of the Credit Agreement and are due to expire on July 29, 2026. Any Warrants left outstanding will be cashless exercised on the Warrants' expiration date, if in the money. As of September 30, 2019, no Warrants have been exercised. Share based compensation Equity incentive plan: On April 10, 2019, the Company's shareholders approved a new equity incentive plan (the "Plan") replacing the prior equity plans approved in 2015 and 2009. The Plan included a pool of 6,027,990 Ordinary Shares for grant to Company employees, consultants, directors and other service providers. As of September 30, 2019, 5,373,741 shares remain available for grant under the Plan. Employee Share Purchase Plan: On April 10, 2019 the Company’s shareholders approved an ESPP pursuant to which qualified employees (as defined in the ESPP) may elect to purchase designated shares of the Company’s Ordinary Shares at a price equal to 85% of the lesser of the fair market value of Ordinary Shares at the beginning or end of each semi-annual share purchase period (“Purchase Period”). Employees are permitted to purchase the number of shares purchasable with up to 15% of the earnings paid (as such term is defined in the ESPP) to each of the participating employees during the Purchase Period, subject to certain limitations under Section 423 of the U.S. Internal Revenue Code. The number of Ordinary Shares initially reserved for purchase under the ESPP was 5,400,000 Ordinary Shares. As of September 30, 2019, the Company has not issued any shares pursuant to the ESPP. In the nine months ended September 30, 2019 and 2018, the Company granted options and RSUs as follows: Nine months ended September 30, 2019 Award amount Exercise price range Vesting period Expiration Employees: Options 1,180,736 $ 2.36-$3.81 4 years 10 year RSUs 284,628 - 4 years - Directors: Options 247,060 $ 2.66 1 year 10 year RSUs 140,976 - 1 year - 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 - The fair value of options and RSUs granted to employees during the nine months ended September 30, 2019, and the nine months ended September 30, 2018 was $3,954 and $3,287, respectively. The fair value of RSUs granted is based on the share price on grant date. The fair value of options granted was computed, as of the grant date, 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 2019 2018 Value of ordinary share $ 2.36-$3.83 $ 5.12-$5.99 Dividend yield 0 % 0 % Expected volatility 59.35%-61.4 % 62.1%-62.6 % Risk-free interest rate 1.42%-2.62 % 2.75%-2.84 % Expected term 6 years 6 years 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 2019 2018 2019 2018 Research and development expenses $ 1,127 $ 1,679 $ 389 $ 376 Selling, general and administrative 2,479 2,465 880 814 $ 3,606 $ 4,144 $ 1,269 $ 1,190 |