SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 10:- SHAREHOLDERS’ EQUITY (DEFICIT) a. Reverse Share Split: On September 18, 2023, the Company’s board of directors approved a 1-for-30 reverse share split (See Note 1.b). Following the reverse share split, all Ordinary shares, options, warrants, exercise prices and per share data have been adjusted retroactively for all periods presented in these consolidated financial statements. b. Ordinary share capital (with no par value each) following the Reverse Share Split is composed as follows: December 31, 2023 December 31, 2022 Authorized Issued and outstanding Authorized Issued and outstanding Number of shares Ordinary shares 107,800,000 1,653,559 47,800,000 669,605 c. Controlled Equity Offering Sales Agreement (the “Sales Agreement”): In July 2021, the Company entered into a Sales Agreement with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may offer and sell, from time to time, its 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 year ended December 31, 2023, the Company sold 75,693 Ordinary Shares under the ATM for a total amount of $2,328, net of issuance cost in the amount of $92. During the year ended December 31, 2022, the Company sold 35,505 Ordinary shares under the ATM for a total amount of $4,423, net of issuance cost in the amount of $222. d. On March 29, 2023, the Company entered into a private placement of unregistered pre-funded warrants to purchase up to 345,238 Ordinary shares (the “PFW”), at a price of $12.60 per PFW with certain of the Company’s existing shareholders. The PFWs have an exercise price of $0.003 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 561,967 Ordinary shares (inclusive of 73,300 Ordinary shares pursuant to the full exercise of an overallotment option granted to the underwriters), at a public offering price of $12.60 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 $665. Following the Public Offering, the Company did not have a sufficient number of authorized Ordinary shares to cover 167,115 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 345,151 Ordinary shares on a cashless basis. e. Ordinary shares rights: The Ordinary shares confer upon their holders the right to participate in the general meetings of the Company, to vote at such meetings (each share represents one vote), and to participate in any distribution of dividends or any other distribution of the Company’s property, including the distribution of surplus assets upon liquidation. f. Share option plan: The Company has authorized through its 2012 Share Option Plan, the grant of options to officers, directors, advisors, management and other key employees of up to 312,403 Ordinary shares. The options granted generally have a four-year vesting period and expire ten years after the date of grant. Options granted under the Company’s option plan that are canceled or forfeited before expiration become available for future grant. On August 7, 2023, the Company’s board of directors approved to increase the Company’s options pool by an additional 156,667 options from 155,736 to 312,403. As of December 31, 2023, 52,390 of the Company’s options were available for future grants. During the first quarter of 2023, the Company decreased the exercise price of 67,385 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 $23.07 (the “Repricing”). Following the Repricing, the Company accounted for an incremental value in the total amount of $562, of 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 17,417 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 option plan as of December 31, 2023, and changes during the relevant period ended on that date is presented below: Number of Weighted Aggregate Weighted Outstanding at beginning of year 110,110 $ 178.99 $ 115 6.14 Granted 159,087 15.06 Exercised (1,143 ) 6.97 $ 12 Forfeited and expired (30,398 ) 100.82 Outstanding at end of year 237,656 $ 21.30 $ - 8.29 Exercisable options 59,426 $ 47.25 $ - 4.34 Vested and expected to vest 237,656 $ 21.30 $ - 8.29 The weighted average grant date fair value of options granted during the year ended December 31, 2023, was $7.66. The Black-Scholes assumptions used to value the employee share options at the grant dates are presented in the following table by years: 2023 2022 2021 Dividend yield (%) 0 0 0 Expected volatility (%) 92.59–95.67 70.45–92.67 72.97–78.69 Risk-free interest rate (%) 3.38–4.71 1.81–4.30 0.62–1.32 Expected term (in years) 5.7-6.1 1.2-6 5-6 These assumptions and estimates were determined as follows: o Fair Value of Ordinary Shares - The fair value of each Ordinary share was based on the closing price of the Company’s publicly traded Ordinary shares as reported on the date of the grant. o Dividend Yield - The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used. o Expected Volatility - As the Company has a short trading history for its Ordinary shares, the expected volatility is derived from the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term. o Risk-Free Interest Rate - The risk-free rate for the expected term of the options is based on the Black-Scholes option pricing model on the yields of United States of America Treasury securities with maturities appropriate for the expected term of employee share option awards. o Expected term - The expected term represents the period that options are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. The total share-based compensation expense recognized by the Company’s departments for the three years ended December 31, 2023, 2022 and 2021, was comprised as follows: Year Ended December 31, 2023 2022 2021 Research and development $ 1,791 $ 2,081 $ 2,203 Marketing and business development 339 383 317 General and administrative 1,261 1,843 2,230 Total $ 3,391 $ 4,307 $ 4,750 As of December 31, 2023, there were unrecognized compensation costs of $4,235, which are expected to be recognized over a weighted average period of approximately 2.27 years. g. Options issued to non-employees (including directors and consultants): Outstanding options granted to non-employees as of December 31, 2023, were as follows: Grant date Options Average Options Exercisable April 2016 199 $ 93.00 199 April 2026 December 2016 239 117.90 239 December 2026 June 2017 478 123.00 478 June 2027 November 2017 597 23.07 597 November 2027 August 2019 2,389 23.07 2,389 August 2029 June 2020 2,150 85.19 2,150 June 2030 April 2021 1,794 23.07 1,794 April 2031 August 2021 500 23.07 374 August 2031 December 2021 333 204.00 222 December 2031 May 2022 1,872 23.07 1,872 May 2032 November 2022 167 31.05 83 November 2032 February 2023 534 24.36 - February 2033 May 2023 5,529 $ 18.13 1,633 May 2033 16,781 12,030 No options were exercised by non-employees during the year ended December 31, 2023. g. Warrants: Further to the discussion in Note 7, as of April 26, 2022 and July 19, 2022, the Company measured the fair value of the warrants to purchase Ordinary shares (a Level 3 valuation) using the Black-Scholes option pricing model. As of April 26, 2022 and July 19, 2022, the relative fair value of the warrants to purchase Ordinary shares issued to Kreos was $468 and $120, respectively, which was calculated using the following assumptions: July 19, April 26, 2022 2022 Share price ($) 153.60 148.80 Exercise price ($) 154.05 154.05 Expected volatility (%) 60.57 60.81 Adjustment to risk-free interest rate (%) 3.07 2.84 Dividend yield (%) - - Risk-free interest rate (%) 3.11 2.88 Expected life (in years) 6.72 6.94 During the year ended December 31, 2021, 19,334 D-2 warrants were exercised into 3,866 Ordinary shares on a cashless basis. In addition, 2,283 D-2 warrants were exercised into 2,283 Ordinary shares for a total consideration of $632. As of December 31, 2023 and 2022, no As of December 31, 2023, all warrants are exercisable into Ordinary shares, in which the outstanding issued warrants to purchase Ordinary shares as of December 31, 2023, were as follows: Grant date Warrants Average Warrants Exercisable through September 2020 597 $ 480.00 597 September 2024 April 2022 5,193 $ *) 12.60 5,193 April 2029 July 2022 1,298 $ *) 12.60 1,298 April 2029 7,088 7,088 *) Following the modification mentioned in Note 7. |