| SHAREHOLDERS’ EQUITY | NOTE 6:-
SHAREHOLDERS’ EQUITY
a. Ordinary share capital (with no par value) is composed as follows:
June 30, 2023 December 31, 2022
Unaudited Audited
Authorized Issued and Authorized Issued and
Number of shares
Ordinary shares 107,800,000 49,048,703 47,800,000 19,851,833
b. In July 2021, the Company entered into a Controlled Equity
Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to
which the Company may offer and sell, from time to time, its Ordinary shares, no par value (the “Ordinary Shares”), through
the Agent in an At The Market offering (“ATM’”), as defined in Rule 415(a)(4) promulgated under the Securities Act
of 1933, as amended, for an aggregate offering price of up to $45,000, which was subsequently reduced to $8,707 on May 19, 2023. During the six-month
period ended June 30, 2023, the Company sold 1,949,029 Ordinary Shares under the ATM for a total amount of $2,212, net of issuance cost
in the amount of $68.
c. On March 29, 2023, the Company entered into a private placement
of unregistered pre-funded warrants to purchase up to 10,357,139 Ordinary shares (the “PFW”), at a price of $0.4199 per PFW
with certain of the Company’s existing shareholders. The PFWs have an exercise price of $0.0001 per Ordinary share. Accordingly,
the consideration for the PFWs amounted to $3,987, net of related placement fees and other offering expenses which amounted to a total
of $362. In accordance with ASC No. 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging On March 31,
2023, the Company closed a public offering which was comprised of 16,859,000 Ordinary shares (inclusive of 2,199,000 Ordinary shares pursuant
to the full exercise of an overallotment option granted to the underwriters), at a public offering price of $0.42 per share (the “Public
Offering”). The proceeds to the Company from the Public Offering were $6,415, net of underwriting commissions and other offering
expenses which amounted to $666. Following the
Public Offering, the Company did not have a sufficient number of authorized Ordinary shares to cover 5,013,446 PFWs, and as a result,
in accordance with ASC 815-40, these PFWs, which amounted to $2,106, were classified as a liability at fair value. On May 5, 2023,
the shareholders of the Company approved to increase the Company’s authorized share capital by 60,000,000, from 47,800,000 to 107,800,000
Ordinary shares, and as a result, in accordance with ASC 480 and 815-40, these PFWs were classified under equity accounting at their fair
value, which amounted to $1,905. The change in the PFWs fair value was accounted for as financial expenses in the amount of $201. On May 11, 2023,
all of the PFWs were exercised into 10,354,532 Ordinary shares on a cashless basis.
d. Share option plan: Through June 30,
2023, the Company authorized through its 2012 Share Option Plan the grant of 4,672,094 options to Ordinary shares to its officers, directors,
advisors, management and other employees. The options granted generally have a four-year or three-year vesting period and expire ten years
after the date of grant. Options granted under the Company’s option plan that are cancelled or forfeited before expiration become available
for future grant. As of June 30, 2023,
1,206,447 of the Company’s options were available for future grants. During the first
quarter of 2023, the Company decreased the exercise price of 2,021,599 options granted to all employees and a consultant under the 2012
Share Option Plan. As of the modification date, the options can be exercised for $0.77 (the “Repricing”). Following the Repricing
the Company accounted for an incremental value in the total amount of $562, in which $307 was recognized as of the modification date due
to vested options, and the rest of the amount will be expensed based on the vesting conditions of each grant. On May 5, 2023,
the Company’s board of directors also approved a similar exercise price decrease of 504,169 options previously granted to the Company’s
Chief Executive Officer and board members. Therefore, the Company accounted for an incremental value in the total amount of $63, of which
$50 was recognized as of the modification date due to vested options, and the rest of the amount will be expensed based on the vesting
conditions of each grant. A summary of
the status of options to employees under the Company’s 2012 Share Option Plan as of and for the six-month period ended June 30, 2023,
and changes during the period then ended is presented below (unaudited):
Number of Weighted average exercise price Aggregate Weighted
Outstanding at beginning of period 3,303,346 $ 1.92 $ 115 6.14
Granted 114,500 $ 0.71 -
Exercised (34,309 ) $ 0.23 $ 12
Forfeited and expired (795,172 ) $ 3.65
Outstanding at end of period 2,588,365 $ 1.36 $ - 6.39
Exercisable options 1,569,578 $ 1.74 $ - 4.94
Vested and expected to vest 2,588,365 $ 1.36 $ - 6.39 The Black-Scholes
option pricing model assumptions used to value the employee share options at the grant dates are presented in the following table for
the six-month period ended June 30, 2023:
Dividend yield (%) 0
Expected volatility (%) 92.59-95.67
Risk-free interest rate (%) 3.38-3.73
Expected term (in years) 5.7-6.1 The total share-based
compensation expense recognized by the Company’s departments:
Six
Months Ended
2023 2022
Unaudited
Research and development $ 1,022 $ 1,193
Marketing and business development 191 199
General and administrative 757 1,147
$ 1,970 $ 2,539 As of June 30, 2023,
there were unrecognized compensation costs of $4,692, which are expected to be recognized over a weighted average period of approximately 2.15 years.
e. Options issued to non-employees (including directors and consultants): Outstanding options
granted to non-employees as of June 30, 2023, were as follows (unaudited):
Grant date Options Average Options Exercisable
April 2016 5,975 $ 3.10 5,975 April 2026
December 2016 7,170 $ 3.93 7,170 December 2026
June 2017 197,722 $ 4.10 197,722 June 2027
November 2017 17,925 $ 0.77 17,925 November 2027
August 2019 71,700 $ 0.77 71,700 August 2029
June 2020 64,530 $ 2.84 64,530 June 2030
April 2021 62,741 $ 2.03 62,741 April 2031
August 2021 15,000 $ 0.77 8,719 August 2031
December 2021 10,000 $ 6.80 4,975 December 2031
May 2022 65,625 $ 1.37 65,625 May 2032
November 2022 5,000 $ 1.05 1,650 November 2032
February 2023 16,000 $ 0.81 - February 2033
May 2023 170,628 $ 0.60 - May 2033
710,016 508,732
f. Warrants: As
of June 30, 2023, all warrants are exercisable into Ordinary shares, in which the outstanding issued warrants as of June 30, 2023,
were as follows (unaudited):
Grant date Warrants as of June 30, 2023 Average price per share ($) Warrants as of June 30, 2023 Exercisable through
August 2019 200,596 $ 15.95 200,596 August 2023
September 2020 17,925 $ 16.00 17,925 September 2024
April 2022 155,794 $ *) 0.42 155,794 April 2029
July 2022 38,948 $ *) 0.42 38,948 July 2029
413,263 413,263
*) Following the modification
mentioned in Note 4. |
