SHARE-BASED COMPENSATION | NOTE 11 - SHARE-BASED COMPENSATION A. General (1) In connection with the transfer of all of the business operations and substantially all of the assets of Check-Cap LLC to the Company in 2009, the Company assumed the Check-Cap LLC 2006 Unit Option Plan (hereafter: the "2006 Plan). According to the 2006 Plan, the Company is authorized to grant options to purchase ordinary shares of the Company to employees, directors and consultants of the Company. The options granted according to the 2006 Plan are generally exercisable for 10 . (2) On January 15, 2015, the Board of Directors resolved to increase the number of ordinary shares by 4% of the Company's fully-diluted share capital (including the option pool) immediately following the consummation of the IPO. As a result, the number of the Company's ordinary shares reserved for issuance under the 2006 Plan increased by 967,747 (3) On April 6, 2015, the Company's Board of Directors resolved to increase the number of ordinary shares of the Company's reserved for issuance under the 2006 Plan by 1,718,540 (4) On August 13, 2015, the shareholders approved and adopted the Check-Cap Ltd. 2015 Equity Incentive Plan (the 2015 Israeli Plan) and the Check-Ltd. 2015 United States Sub-Plan to Check-Cap Ltd. 2015 Equity Incentive Plan (the 2015 U.S. Sub-Plan and together with the 2015 Israeli Plan, the 2015 Plan). As of such date, the Company ceased to grant options under the 2006 Plan. All of the remaining shares authorized but unissued under the 2006 Plan were rolled over to the 2015 Plan . B. Details of share-based grants made by the Company The following tables presents the grant dates, number of underlying shares and related prices of awards granted to employees and non-employees during the years 2015, 2014, 2013 as well as the estimated fair value of the underlying ordinary shares on the grant date : Grant date No. of options Expiration date Exercise price Fair value on grant date May 15, 2013 (1) 38,473 February 24, 2025 $ 4.96 $ 3.04 June 6, 2013 (2) 117,750 June 12, 2023 $ 4.96 $ 3.04 October 14, 2014 (3) 581,542 October 14, 2024 ( * ) $ 3.01 February 24, 2015 (6) 302,420 February 24, 2025 $ 5.06 $ 2.73 March 15, 2015 (7) 60,484 March 15, 2025 $ 5.08 $ 2.71 May 19, 2015 (8) 523,621 May 19, 2025 $ 4.57 $ 2.50 June 1, 2015 (9) 48,387 June 1, 2025 $ 5.06 $ 2.80 June 3, 2015 (10) 189,043 June 3, 2025 $ 4.35 $ 2.60 August 13, 2015 (11) 324,750 August 13, 2025 $ 3.68 $ 1.80 August 13, 2015 (12) 425,000 August 13, 2025 $ 3.68 $ 1.85 October 20, 2015 (13) 38,369 October 20, 2025 $ 2.79 $ 1.72 Grant date No. of warrants Expiration date Exercise price Fair value on grant date February 18, 2015 100,000 February 18, 2019 $ 7.50 $ 1.62 February 24, 2015 15,000 February 24, 2019 $ 6.00 $ 2.25 October 14, 2014 (4) 221,539 October 14, 2022 ( * ) $ 3.01 Various dates in 2015 (5) 87,127 Various dates in 2017 ( ** ) $ 1.43 (*) See Note 11B(3) (**) See Note 11B(6) (1) 38,473 ordinary shares issuable upon the exercise of options with an exercise price of $4.96 per ordinary share which the Company agreed that certain executive officers will be entitled to upon completion of the IPO. The compensation expense was based on the fair value on the grant date, and was estimated at approximately $ 116 (2) On June 6, 2013, the Company's Board of Directors approved the grant of options to purchase 117,750 ordinary shares, at an exercise price of $4.96, to employees and consultants of the Company. Of such options, options to purchase 16,147 67,583 two 25,688 three 8,332 four 84 (3) On October 14, 2014, the Company's Board of Directors approved the grant of options to purchase 581,542 0.2 fifty 0.2 eight 24 1.7 (4) In addition, in October 2014, the Company's Board of Directors approved the grant of warrants to purchase 221,539 0.2 0.2 no fifty 0.2 eight 24 eight ten 667 (5) Certain finders engaged by the Company were entitled, according to the terms of their respective engagements with the Company, to be issued warrants to purchase ordinary shares upon and subject to the closing of a Private Placement pursuant to the credit line agreement dated August 20, 2014, as amended. On April 6, 2015, the Company's Board of Directors approved the grant of warrants to purchase 70,010 5.06 17,117 0.2 two (100 125 (6) On January 15, 2015, the Company's shareholders approved the grant of options to certain members of the Company's Board of Directors to purchase 302,420 ordinary shares, at an exercise price equal to the effective price per share of the ordinary shares underlying the units sold to the public in the IPO. Following the IPO the effective exercise price was determined at$5.06 per share. The options shall vest over a period of three 826 (7) On April 6, 2015, the Company's shareholders approved the grant of options to purchase 60,484 ordinary shares, at an exercise price of $5.08, to a member of the Company's Board of Directors. The options shall vest over a period of three 164 (8) On May 19, 2015 the Company's shareholders approved the grant of options to purchase 463,137 4.57 four 25 In addition, the Company's shareholders approved the grant of options to purchase 60,484 4.57 three The compensation expense was based on the fair value on the grant date, and was estimated at approximately $ 1.3 (9) On February 12, 2015, the Company's shareholders approved the grant of options to purchase 48,387 ordinary shares, at an exercise price of $5.06, to a member of the Company's Board of Directors, in consideration for certain business development services in Asia under a consulting agreement. The options shall vest over a period of three 136 (10) On June 3, 2015, the Company's Board of directors approved the grant of options to purchase 189,043 ordinary shares, at an exercise price of $4.35, to employees and consultants of the Company The compensation expense was based on the fair value on the grant date, and was estimated at approximately $ 491 (11) On August 13, 2015 the Company's Board of Directors approved the grant of options to four 25 586 (12) On August 13, 2015 the Company's Board of Directors approved the grant of options to purchase up to 425,000 ordinary shares to its CEO at an exercise price of $3.68. The options shall vest over a period of four 425,000 8,500,000 no 106,250 12 700 (13) On October 20, 2015 the Company's Board of Directors approved the grant of options to purchase 38,369 ordinary shares to certain of the Company's employees at an exercise price of $2.79. The options shall vest over a period of four 25 58 C. Options Fair Value The parameters which were used in applying the model are as follows: Share price (in $) Exercise price (in $) Expected volatility (in %) Option term (in years) Risk free interest rate (in %) Anticipated rate of dividends (in %) May 15, 2013 3.04 4.96 55 62 5 6.5 1.47 1.79 0 June 6, 2013 3.04 4.96 40 60 5 10 0.75 2.25 0 October 14, 2014 3.01 See Note 11 (3) 50 60 5 6 1.45 1.72 0 February 18, 2015 5.06 7.50 55 4 1.36 0 February 24, 2015 5.12 6 56 4 1.29 0 February 24, 2015 5.12 5.06 55 62 5 6.5 1.47 1.79 0 March 15, 2015 5.08 5.08 55 61 5 6.5 1.59 1.92 0 May 19, 2015 4. 22 4.57 44 60 5.5 7 1.62 2.03 0 June 1, 2015 4.18 5.06 56 61 5 6.5 1.50 2.20 0 June 3, 2015 4.35 4.35 56 61 5 10 1.50 2.20 0 August 13, 2015 3.44 3.68 55 60 5.5 7 1.58 1.94 0 August 13, 2015 3.44 3.68 55 60 5.5 7 1.58 1.94 0 October 20, 2015 3.00 2.79 57 61 5 10 1.75 2.28 0 D. Effect of share-based compensation transactions on the Company's statements of operations For the year ended December 31, 2 0 1 5 2 0 1 4 2 0 1 3 Research and development, net 790 104 40 General and administrative 2,934 208 16 Total 3,724 312 56 E. A summary of the Company's option activity related to options granted to employees, service providers and directors, and related information is as follows Year ended December 31, 2015 Number of options Weighted average of exercise price (in $) Average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands) Outstanding at the beginning of the year 1,299,514 2.73 7.36 1,854 Granted 1,950,547 4.28 Exercised (307,467 ) 0.05 Forfeited (169,423 ) 4.60 Outstanding at the end of the year 2,773,171 4.01 7.99 (5,878 ) Vested and expected to vest 2,768,825 4.01 7.98 (5,874 ) Exercisable at the end of the year 1,092,544 3.89 5.94 (2,180 ) Year ended December 31, 2014 Number of options Weighted average of exercise price (in $) Average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands) Outstanding at the beginning of the year 771,446 3.02 5.55 510 Granted 581,542 2.56 Exercised - - Forfeited (53,474 ) 4.94 Outstanding at the end of the year 1,299,514 2.73 7.36 1,854 Vested and expected to vest 1,299,514 2.73 7.36 1,854 Exercisable at the end of the year 619,057 2.92 5.15 1,854 Year ended December 31, 2013 Number of options Weighted average of exercise price (in $) Average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands) Outstanding at the beginning of the year 700,428 2.72 7.08 665 Granted 117,750 4.96 Exercised - - Forfeited (46,732 ) 3.42 Outstanding at the end of the year 771,446 3.02 5.55 510 Vested and expected to vest 771,446 3.02 5.55 510 Exercisable at the end of the year 594,916 2.84 6.01 500 The weighted average grant date fair values of options granted during the years ended December 31, 2015, 2014, 2013 were $ 2.26 3.01 3.04 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 exercised their options on the last date of the exercise period. No option was exercised during the years ended December 31, 2013 and 2014. The total intrinsic value of options exercised for the year ended December 31, 2015 was $ 1.5 1,896 2,198 4 |