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 years from the grant date unless otherwise determined by the Company's Board of Directors, vest over a period to be determined by the Company's Board of Directors, and have an exercise price to be determined by the Company's Board of Directors . 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 80,646 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 143,212 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 exercise prices of awards granted to employees and non-employees during the years 2017, 2016 and 2015 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 February 24, 2015 (2) 25,205 February 24, 2025 $ 60.72 $ 32.76 March 15, 2015 (3) 5,041 March 15, 2025 $ 60.96 $ 32.52 May 19, 2015 (4) 43,636 May 19, 2025 $ 54.84 $ 30.00 June 1, 2015 (5) 4,033 June 1, 2025 $ 60.72 $ 33.60 June 3, 2015 (6) 15,763 June 3, 2025 $ 52.20 $ 31.20 August 13, 2015 (7) 27,064 August 13, 2025 $ 44.16 $ 21.60 August 13, 2015 (8) 35,417 August 13, 2025 $ 44.16 $ 22.20 October 20, 2015 (9) 3,201 October 20, 2025 $ 33.48 $ 20.64 February 29, 2016 (10) 1,642 March 1, 2026 $ 28.44 $ 24.12 May 4, 2016 (11) 7,608 May 4, 2026 $ 34.68 $ 17.40 August 4, 2016 (12) 404 August 4, 2026 $ 15.36 $ 20.40 October 31, 2016 (13) 202 October 31, 2026 $ 23.64 $ 15.84 February 27, 2017 (14) 1,964 February 27, 2027 $ 27.96 $ 14.40 May 9, 2017 (15) 1,580 May 9, 2027 $ 25.86 $ 12.96 June 22, 2017 (16) 5,041 June 22, 2027 $ 22.32 $ 12.60 August 3, 2017 (17) 404 August 3, 2027 $ 22.36 $ 12.36 November 2, 2017 (18) 853 November 2, 2027 $ 20.76 $ 8.16 Grant date No. of RSUs Expiration date February 27, 2017 (19) 7,457 February 27, 2027 June 22, 2017 (20) 17,448 June 22, 2027 August 3, 2017 (21) 24,951 August 3, 2027 Grant date No. of warrants Expiration date Exercise price Fair value on grant date February 18, 2015 8,334 February 18, 2019 $ 90.00 $ 19.44 February 24, 2015 1,250 February 24, 2019 $ 60.72 $ 27.00 Various dates in 2015 (1) 7,267 Various dates in 2017 (** ) $ 17.16 (*) See Note 11B(1) (**) See Note 11B(4) 1. 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 the 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 to certain finders of warrants to purchase an aggregate 5,837 60.72 1,430 .40 2. 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 an aggregate 25,205 60.72 3. On April 6, 2015, the Company's shareholders approved the grant of options to purchase 5,041 60.96 4. On May 19, 2015, the Company's shareholders approved the grant of options to purchase an aggregate 38,595 54.84 In addition, the Company's shareholders approved the grant of options to purchase 5,041 54.84 The compensation expense was based on the fair value on the grant date, and was estimated at approximately $1.3 million. This amount is charged to statement of operations over the vesting periods. 5. On February 12, 2015, the Company's shareholders approved the grant of options to purchase 4,033 60.72 6. On June 3, 2015, the Company's Board of Directors approved the grant of options to purchase an aggregate 15,763 52.20 7. On August 13, 2015, the Company's Board of Directors approved the grant of options to purchase 27,064 44.16 8. On August 13, 2015, the Company's Board of Directors approved the grant of options to purchase up to 35,417 44.16 35,417 708,334 8,855 9. On October 20, 2015, the Company's Board of Directors approved the grant of options to purchase an aggregate 3,201 33.48 10. On February 29, 2016, the Company's Board of Directors approved the grant of options to purchase an aggregate 1,642 28.44 11. On May 4, 2016, the Company's Board of Directors approved the grant of options to purchase an aggregate 7,608 34.68 12. On August 4, 2016, the Company's Board of Directors approved the grant of options to purchase 404 15.36 13. On October 31, 2016, the Company's Board of Directors approved the grant of options to purchase 202 23.64 14. On February 27, 2017, the Company's Board of Directors approved the grant of options to purchase 1,964 27.96 15. On May 9, 2017, the Company's Board of Directors approved the grant of options to purchase 1,580 25.86 16. On June 22, 2017, the Company's shareholders approved the grant of options to purchase 5,041 22.32 17. On August 3, 2017, the Company's Board of Directors approved the grant of options to purchase 404 22.36 18. On November 2, 2017, the Company's Board of Directors approved the grant of options to purchase 853 20.76 19. On February 27, 2017, the Company's Board of Directors approved the grant of 7,457 20. On June 22, 2017, the Company's shareholders approved the awarded of 11,302 6,146 21. On August 3, 2017, the Company's Board of Directors approved a performance based grant of 24,951 22. On February 26, 2018, upon the termination of the employment of Mr. Densel, the Company’s former CEO, options to purchase 61,009 ordinary shares and 11,302 RSUs expired. C. Options Fair Value The parameters which were used in applying the model are as follows: For the year ended December 31, 2 0 1 7 2 0 1 6 2 0 1 5 Expected volatility 58%-60 % 60%-59 % 44%-62 % Risk-free rate 1.9%-2.2 % 2.1%-1.2 % 1.29%-2.28 % Dividend yield 0 % 0 % 0 % Expected term (in years) 5-7 5.5-7 5-7 Share price $ 15.96-$26.40 $ 26.64-$38.40 $ 36.00-$61.44 D. Effect of share-based compensation transactions on the Company's statements of operations For the year ended December 31, 2 0 1 7 2 0 1 6 2 0 1 5 Research and development, net 116 234 790 General and administrative 610 975 2,934 Total 726 1,209 3,724 E. A summary of the Company's option activity related to options granted to employees, service providers and directors, and related information under the 2006 Plan and the 2015 Plan is as follows: Year ended December 31, 2017 Number Weighted average of exercise price (in $) Weighted average remaining contractual life (in years)(3) Aggregate intrinsic value ($ in thousands) Options and RSUs outstanding at beginning of year 207,769 47.04 7.39 (4 ) Options granted 9,842 23.88 RSUs granted 49,856 RSUs vested ( 1,033 ) RSUs forfeited ( 4,350 ) Options forfeited ( 9,389 ) 39.24 Options and RSUs outstanding at end of year 252,695 46.32(5 ) (4 ) Options exercisable at end of year 134,550 48 (4 ) Year ended December 31, 2016 Number of options Weighted average of exercise price (in $) Weighted average remaining contractual life (in years) Aggregate intrinsic value ($ in thousands) Outstanding at the beginning of the year 230,958 48.12 7.99 (4 ) Granted 9,856 32.64 Exercised - - Forfeited ( 33,045 ) 50.52 Outstanding at the end of the year 207,769 47.04 7.39 (4 ) Exercisable at the end of the year 106,725 46.80 6.34 (4 ) Year ended December 31, 2015 Number of options Weighted average of exercise price (in $) Weighted average remaining contractual life (in years)(3) Aggregate intrinsic value ($ in thousands) Outstanding at the beginning of the year 108,293 32.76 7.36 (1,854 ) Granted 162,567 51.36 Exercised ( 25,783 ) 0. 60 Forfeited ( 14,119 ) 55.20 Outstanding at the end of the year 230,958 48.12 7.99 (4 ) Exercisable at the end of the year 91,046 46.68 5.94 (4 ) 1. The weighted average grant date fair values of options granted during the years ended December 31, 2017, 2016 and 2015 were $ 12.48, $18.60 27.12 The weighted average grant date fair values of RSUs awarded during the year ended December 31, 2017 was $ 22.32 2. 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, 2017 and 2016. The total intrinsic value of options exercised for the year ended December 31, 2015 was $1.5 million. As of December 31, 2017, and 2016, there were $633 and $766 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2006 Plan and the 2015 Plan, respectively. This cost is expected to be recognized over a period of up to 4 years. 3. Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. 4. The aforementioned options are out of the money. 5. Based on 208,206 outstanding options at December 31, 2017. |