SHAREHOLDERS' EQUITY | NOTE 8:- SHAREHOLDERS EQUITY a. Reverse share split: On March 27, 2019, the Companys shareholders approved (i) a reverse share split within a range of 1:8 to 1:32, to be effective at the ratio and on a date to be determined by the Board of Directors, and (ii) amendments to the Companys Articles of Association authorizing an increase in the Companys authorized share capital (and corresponding authorized number of ordinary shares, proportionally adjusting such number for the reverse share split) by up to NIS 17.5 million. Following the shareholder approval, an authorized committee of the Board of Directors of the Company approved a one-for-twenty-five reverse share split of the Companys ordinary shares, and the Company filed the Third Amended and Restated Articles of Association of the Company with the Registrar of Companies of the State of Israel to effect the reverse share split and to increase the Companys authorized share capital after the effect of the reverse share split. The reverse share split became effective on April 1, 2019. Additionally, effective at the same time, the total number of ordinary shares the Company is authorized to issue changed from 250,000,000 shares to 60,000,000 shares, the par value per share of the ordinary shares changed to NIS 0.25 and the authorized share capital of the Company changed from NIS 2,500,000 to NIS 15,000,000. All share and per share data included in these condensed consolidated financial statements, for periods before the three months ended June 30, 2019, give retroactive effect to the reverse stock split. Upon the effectiveness of the reverse share split, every twenty-five shares were automatically combined and converted into one ordinary share. Appropriate adjustments were also made to all outstanding derivative securities of the Company, including all outstanding equity awards and warrants. No fractional shares were issued in connection with the reverse share split. Instead, all fractional shares (including shares underlying outstanding equity awards and warrants) were rounded down to the nearest whole number. b. Share option plans: As of September 30, 2020, and December 31, 2019, the Company had reserved 623,408 and 12,409 ordinary shares, respectively, for issuance to the Companys and its affiliates respective employees, directors, officers and consultants pursuant to equity awards granted under the Companys 2014 Incentive Compensation Plan (the 2014 Plan). Options to purchase ordinary shares generally vest over four years, with certain options to non-employee directors vesting quarterly over one year. Any option that is forfeited or canceled before expiration becomes available for future grants under the 2014 Plan. The fair value for options granted during the nine months ended September 30, 2019 was estimated at the date of the grant using a Black-Scholes-Merton option pricing model with the following assumptions: Nine Months Ended 2019 Expected volatility 57.5 % Risk-free rate 2.22 % Dividend yield % Expected term (in years) 6.11 Share price $ 5.37 There were no options granted during the nine months ended September 30, 2020. The fair value of restricted share units (RSUs) granted is determined based on the price of the Companys ordinary shares on the date of grant. A summary of employee and non-employee directors share options activity during the nine months ended September 30, 2020 is as follows: Number Average exercise price Average remaining contractual life (in years) Aggregate intrinsic value (in thousands) Options outstanding at the beginning of the period 74,713 $ 41.6 6.34 $ 135 Granted Exercised Forfeited (1,713 ) 133.74 Options outstanding at the end of the period 73,000 $ 39.4 5.57 $ Options exercisable at the end of the period 53,668 $ 46.39 4.74 $ A summary of employee and non-employee directors RSUs activity during the nine months ended September 30, 2020 is as follows: Number of shares underlying outstanding RSUs Weighted Unvested RSUs at the beginning of the period 62,378 $ 44.61 Granted 1,238,688 0.85 Vested (44,625 ) 8.86 Forfeited (9,126 ) 8.46 Unvested RSUs at the end of the period 1,247,315 $ 2.78 The weighted average grant date fair value of options granted during the nine months ended September 30, 2019 was $2.98. The weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2020 and 2019 were $1.44 and $4.69, respectively. The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders that hold options with positive intrinsic value exercised their options on the last date of the exercise period. No options were exercised during the nine months ended September 30, 2020 and 2019. As of September 30, 2020, there were $2.0 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Companys 2012 Equity Incentive Plan and its 2014 Plan. This cost is expected to be recognized over a period of approximately 3.22 years. The number of options and RSUs outstanding as of September 30, 2020 is set forth below, with options separated by range of exercise price. Range of exercise price Options and RSUs outstanding as of Weighted average remaining contractual life (years) (1) Options Weighted average remaining contractual life (years) (1) RSUs only 1,247,315 $5.37 12,425 8.49 4,659 8.49 $20.42 - $33.75 36,299 5.51 26,120 4.70 $37.14 - $38.75 10,092 3.21 10,092 3.21 $50 - $52.5 11,228 4.91 9,841 4.67 $182.5 - $524.25 2,956 4.60 2,956 4.60 1,320,315 5.57 53,668 4.74 (1) Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. c. Share-based awards to non-employee consultants: As of September 30, 2020, there are no outstanding options or RSUs held by non-employee consultants. d. Warrants to purchase ordinary shares: The following table summarizes information about warrants outstanding and exercisable as of September 30, 2020: Issuance date Warrants Exercise price per warrant Warrants outstanding and exercisable Contractual (number) (number) December 31, 2015 (1) 4,771 $ 7.500 4,771 See footnote (1) November 1, 2016 (2) 97,496 $ 118.750 97,496 November 1, 2021 December 28, 2016 (3) 1,908 $ 7.500 1,908 See footnote (1) November 20, 2018 (4) 126,839 $ 7.500 126,839 November 20, 2023 November 20, 2018 (5) 106,680 $ 9.375 106,680 November 15, 2023 February 25, 2019 (6) 45,600 $ 7.187 45,600 February 21, 2024 April 5, 2019 (7) 408,457 $ 5.140 408,457 October 7, 2024 April 5, 2019 (8) 49,015 $ 6.503 49,015 April 3, 2024 June 5, 2019 and June 6, 2019 (9) 1,464,665 $ 7.500 1,464,665 June 5, 2024 June 5, 2019 (10) 87,880 $ 9.375 87,880 June 5, 2024 June 12, 2019 (11) 416,667 $ 6.000 416,667 December 12, 2024 June 10, 2019 (12) 50,000 $ 7.500 50,000 June 10, 2024 February 10, 2020 (13) 4,343,500 $ 1.250 4,343,500 February 10, 2025 February 10, 2020 (14) 336,000 $ 1.5625 336,000 February 10, 2025 July 6, 2020 (15) 2,469,139 $ 1.76 2,469,139 July 2, 2025 July 6, 2020 (16) 296,297 2.2781 296,297 July 2, 2025 10,304,914 10,304,914 (1) Represents warrants for ordinary shares issuable upon an exercise price of $7.5 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited, or Kreos, in connection with a loan made by Kreos to us and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of us with or into, or the sale or license of all or substantially all the assets or shares of us to, any other entity or person, other than a wholly-owned subsidiary of us, excluding any transaction in which our shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. None of these warrants had been exercised as of September 30, 2020. (2) Represents warrants issued as part of our follow-on offering in November 2016. At any time, the board of directors may reduce the exercise price of the warrants to any amount and for any period of time it deems appropriate. (3) Represents common warrants that were issued as part of the $8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote 1 for exercisability terms. (4) Represents common warrants that were issued as part of our follow-on offering in November 2018. (5) Represents common warrants that were issued to the underwriters as compensation for their role in our follow-on offering in November 2018. (6) Represents warrants that were issued to the exclusive placement agent as compensation for its role in our follow-on offering in February 2019. (7) Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in April 2019. (8) Represents warrants that were issued to the placement agent as compensation for its role in our April 2019 registered direct offering. (9) Represents warrants that were issued to certain institutional investors in a warrant exercise agreement on June 5, 2019 and June 6, 2019, respectively. (10) Represents warrants that were issued to the placement agent as compensation for its role in our June 2019 warrant exercise agreement and concurrent private placement of warrants. (11) Represents warrants that were issued to certain institutional purchasers in a private placement in the Companys registered direct offering of ordinary shares in June 2019. (12) Represents warrants that were issued to the placement agent as compensation for its role in our June 2019 registered direct offering and concurrent private placement of warrants. (13) Represents warrants that were issued to certain institutional purchasers in a private placement in the Companys best efforts offering of ordinary shares in February 2020. (14) Represents warrants that were issued to the placement agent as compensation for its role in the Companys February 2020 best efforts offering. (15) Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in July 2020. (16) Represents warrants that were issued to the placement agent as compensation for its role in the Companys July 2020 registered direct offering. e. Share-based compensation expense for employees and non-employees: The Company recognized non-cash share-based compensation expense for both employees and non-employees in the condensed consolidated statements of operations as follows (in thousands): Nine Months Ended 2020 2019 Cost of revenues $ 6 $ 9 Research and development, net 105 161 Sales and marketing 113 140 General and administrative 320 559 Total $ 544 $ 869 f. Equity raise: 1. Follow-on offerings In November 2018, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC (H.C. Wainwright), in connection with the Companys follow-on public offering of 496,040 units, each consisting of one ordinary share and one common warrant to purchase one ordinary share with an exercise price of $7.5 per warrant. Each unit was sold to the public at a price of $7.50 per unit. On November 18, 2018, H.C. Wainwright exercised in full its option to purchase 231,964 ordinary shares for $7.25 per share and/or common warrants to purchase up to an additional 231,964 ordinary shares for $0.25 per warrant. Additionally, the Company issued and sold 1,050,372 pre-funded units at a price to the public of $7.25 per unit. Each unit containing one pre-funded warrant with an exercise price of $0.25 per share and one warrant to purchase one ordinary share with an exercise price of $7.50 per warrant. The total gross proceeds received from the November 2018 follow-on public offering, before deducting commissions, discounts and expenses, were $13.1 million (including proceeds from the exercise of 90,691 pre-funded warrants at the closing of the offering). As of December 31, 2018, additional pre-funded warrants to purchase an aggregate 562,466 ordinary shares had been exercised, for additional proceeds of $140,617. During the nine month ended September 30, 2019 additional 288,000 pre-funded warrants and 296,087 warrants to purchase an aggregate 584,087 ordinary shares had been exercised, for additional proceeds of $1.5 million. As compensation for their role in the offering, the Company also issued to the underwriters warrants to purchase up to 106,680 ordinary shares, which became immediately exercisable starting on November 20, 2018 until November 15, 2023 at $9.375 per share. In February 2019, the Company entered into an exclusive placement agent agreement with H.C. Wainwright, on a reasonable best-efforts basis in connection with a public offering of 760,000 ordinary shares at a price of $5.75 per share. The total gross proceeds received from the February 2019 follow-on public offering, before deducting commissions, discounts and expenses, were $4.37 million. The Company also issued to H.C Wainwright and/or its designees warrants to purchase up to 45,600 ordinary shares, which are immediately exercisable starting on February 25, 2019 until February 21, 2024 at $7.1875 per share. In April 2019, the Company entered into securities purchase agreements with certain institutional purchasers whereby the Company issued 816,914 ordinary shares at $5.2025 per ordinary share and warrants to purchase up to 408,457 ordinary shares with an exercise price of $5.14 per share, exercisable from April 5, 2019 until October 7, 2024, in a private placement that took place concurrently with the Companys registered direct offering of ordinary shares in April 2019. Additionally the Company issued warrants to purchase up to 49,015 ordinary shares, with an exercise price of $6.503125 per share, exercisable from April 5, 2019 until April 3, 2024, to representatives of H.C. Wainwright as compensation for its role as the placement agent in our April 2019 registered direct offering and concurrent private placement of warrants. On June 5, 2019 and June 6, 2019, the Company entered into warrant exercise agreements with certain institutional investors whereby the Company issued warrants to purchase up to 1,464,665 ordinary shares with an exercise price of $7.50 per share, exercisable from June 5, 2019 or June 6, 2019 until June 5, 2024 or June 6, 2024, respectively. Additionally, the Company issued warrants to purchase up to 87,880 ordinary shares, with an exercise price of $9.375 per share, exercisable from June 5, 2019 until June 5, 2024, to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in our June 2019 warrant exercise agreement and concurrent private placement of warrants. On June 12, 2019, the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of 833,334 ordinary shares, par value NIS 0.25 per share at $6.00 per ordinary share and warrants to purchase up to 416,667 ordinary shares with an exercise price of $6.00 per share, exercisable from June 12, 2019 until December 12, 2024, in a private placement that took place concurrently with our registered direct offering of ordinary shares in June 2019. Additionally, the Company issued warrants to purchase up to 50,000 ordinary shares, with an exercise price of $7.50 per share, exercisable from June 12, 2019 until June 10, 2024, to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in our June 2019 registered direct offering and concurrent private placement of warrants. On February 10, 2020, the Company closed a “best efforts” public offering whereby the Company issued an aggregate of 5,600,000 of common units and pre-funded units at a public offering price of $1.25 per common unit and $1.249 per pre-funded unit. As part of the public offering, the Company entered into a securities purchase agreement with certain institutional purchasers. Each common unit consisted of one ordinary share, par value NIS 0.25 per share, and one common warrant to purchase one ordinary share. Each of the 1,546,828 pre-funded unit consisted of one pre-funded warrant to purchase one ordinary share and one common warrant. Additionally, the Company issued warrants to purchase up to 336,000 ordinary shares, with an exercise price of $1.5625 per share, to representatives of H.C. Wainwright as compensation for its role as the placement agent in the Company’s February 2020 offering. During the three months ended March 31, 2020, all pre-funded warrants to purchase ordinary shares were exercised. During the three months ended September 30, 2020, 10,000 warrants to purchase ordinary shares were exercised. As of September 30, 2020, a total of 1,256,500 warrants to purchase ordinary shares were exercised. On July 6, 2020 the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of (i) 4,938,278 ordinary shares, par value NIS 0.25 per share, at a price of $1.8225 per ordinary share and (ii) warrants to purchase up to 2,469,139 ordinary shares with an exercise price of $1.76 per share, exercisable from July 6, 2020 until January 6, 2026. Additionally, the Company issued warrants to purchase up to 296,297 ordinary shares, with an exercise price of $2.2781 per share, exercisable from July 6, 2020 until July 2, 2025, to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in its July 2020 registered direct offering. 3. Investment agreement In May 2018, the Company entered into a fee and release agreement with Canaccord Genuity LLC (“Canaccord Genuity”) requiring the Company to pay to Canaccord Genuity, in connection with a settlement, in addition to certain cash amounts, (i) $125 thousand in ordinary shares of the Company after the closing of the first tranche on May 15, 2018 (the “First Tranche Closing”) of the Timwell transaction and (ii) $225 thousand in ordinary shares of the Company after the closing of the Second Tranche of the Timwell transaction (or such lower amount if the Second Tranche Closing is less than $10.0 million). The price per share used for calculation of the number of ordinary shares issued by the Company to Canaccord Genuity is based on the volume weighted average price of the Company’s ordinary shares as reported on the Nasdaq Capital Market for the five consecutive trading days prior to the date of issuance. The Company is also obligated to pay $100 thousand in cash following the closing of the Third Tranche of $5.0 million (or such lower amount if the Third Tranche Closing is less than $5.0 million). Following the First Tranche Closing, the Company issued 4,715 ordinary shares to Canaccord Genuity. In late March 2020, Timwell notified the Company that it would not invest the second and third tranches under the Investment Agreement. In response, in early April 2020, the Companys Board of Directors also removed Timwells designee, who was appointed pursuant to the Investment Agreement, from the Board of Directors, due to this breach pursuant to the terms of the Investment Agreement. As the Company continues to view China as a market with key opportunities for products designed for stroke patients, the Company continues to evaluate potential relationships with other groups to penetrate the Chinese market. |