SHARE-BASED COMPENSATION | NOTE 7 - SHARE-BASED COMPENSATION 1) Share-based compensation plan On March 17, 2013, the Company's Board of Directors approved a Share Incentive Plan (the “2013 Plan”). Under the 2013 Plan, the Company shall reserve sufficient number of ordinary shares, NIS 0.000769 par value, of the Company for allocation of stock options, restricted share units, restricted share awards and performance-based awards (the "Option"), to employees and non-employees. Each Option is exercisable for one ordinary share. Any option granted under the 2013 Plan that is not exercised within six years from the date upon which it becomes exercisable will expire. On July 2, 2018, the Company's board of directors and shareholders of the Company approved a new Share Incentive Plan (the “2018 Plan”) and reserved 1,371,398 ordinary shares of the Company for allocation of stock options, restricted share units, restricted share awards and performance-based awards (the "Option"), to employees and non-employees for issuance under the 2018 Plan. Each Option is exercisable for one ordinary share NIS 0.0000769 par value. Any option granted under 2018 Plan that is not exercised within 10 years from the date upon which it becomes exercisable will expire. The options granted to employees are subject to the terms stipulated by section 102(b)(2) of the Israeli Income Tax Ordinance (the “Ordinance”). According to these provisions, the Company will not be allowed to claim as an expense for tax purposes the amounts credited to the employees as a capital gain benefit in respect of the options granted. Options granted to related parties or non-employees of the Company are governed by Section 3(i) of the Ordinance or Non-Qualified Share Options ("NSO"). The Company will be allowed to claim as an expense for tax purposes in the year in which the related parties or non-employees exercised the options into shares. As of December 31, 2021, 289,638 ordinary shares remain available for future grants under the Plan. On January 1, 2022 the Company’s Board of Directors approved an increase of 1,440,220 ordinary shares that may be issued under the Company’s Plan. 2) share-based compensation grants to employees and directors: a) On March 16, 2020, the Company’s Board of Directors approved the following option grants, with an exercise price of $2.14 per share: 1. 250,000 options to purchase ordinary shares were granted to certain executive officers. 2. 201,600 options to purchase ordinary shares were granted to certain employees. 3. 7,500 options to purchase ordinary shares was granted to a service provider. The options vest over 4 years from the date of grant; 25% vest on the first anniversary of the date of grant and the remaining 75% vest in twelve equal quarterly installments following the first anniversary of the applicable grant date. The fair value of the options at the date of grant was $590. b) On April 20, 2020 options to purchase 31,502 ordinary shares granted to the former CEO with an exercise price of $1.98 per share. The options vest over 4 years from the date of grant; 25% vest on the first anniversary of the date of grant and the remaining 75% vest in twelve equal quarterly installments following the first anniversary of the applicable grant date. The fair value of the options at the date of grant was $37. Effective September 7, 2020, due to termination of the employment agreement with the former CEO, these options are forfeited and recognized as a reverse of expense under the General and Administrative line. c) In April 2020, the Company entered into an investor relations services agreement. Under the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue the consultant 28,000 Restricted Share Units (“RSU”), of which the first 7,000 shares vested on the signing date and the remaining 21,000 shares will vest in three equal installments until January 8, 2021. As of December 31, 2020, 21,000 shares were fully vested. The fair value of the RSU was $53 using the fair value of the shares at the grant date. d) In November 2020, the Company entered into an amendment to business development services agreement with the business development consultant. Under the terms of the agreement, the Company agreed to pay a monthly fee of $5 and to issue the consultant 79,760 options with an exercise price of $1.06 per share. The options vests over 6 months in six equal installments from October 1, 2020. The fair value of the options at the date of grant was $35. e) On January 4, 2021 options to purchase 1,314,218 ordinary shares were granted to the Chief Executive Officer of the Company, with an exercise price of $1.24. The options vest over 4 years from the date of grant; 25% vest on the first anniversary of the date of grant and the remaining 75% of the option will vest in twelve equal quarterly installments following the first anniversary of the grant date. The grant was subject to the approval by the shareholders of the Company, which approved the grant in March 2021. The fair value of the options at the date of grant was $1,320. f) On April 7, 2021, the Company’s Board of Directors approved the following option grants: i. Options grants to purchase 213,000 ordinary shares to certain employees and 70,000 options granted to service providers, with an exercise price of $3.61 per share. The options vest over 4 years from the date of grant; 25% vest on the first anniversary of the date of grant and the remaining 75% of the option will vest in twelve equal quarterly installments following the first anniversary of the grant date. The fair value of the options at the date of grant was $646. ii. Options grant to purchase 33,368 ordinary shares to a non-executive director of the Company, with an exercise price of $3.61. The options will vest over 3 years in twelve equal quarterly instalments starting on the vesting commencement date. These options were subject to the approval of the shareholders of the Company, which was approved on October 4, 2021. The fair value of the options at the shareholders' approval date was $104. g) On April 21, 2021, options to purchase 345,000 ordinary shares were granted to several executive officers of the Company, with an exercise price of $3.15. The options vest over 4 years from the date of grant; 25% vest on the first anniversary of the date of grant and the remaining 75% of the option will vest in twelve equal quarterly installments following the first anniversary of the grant date. These options were subject to the approval of the shareholders of the Company, which was approved on October 4, 2021. The fair value of the options at the shareholders' approval date was $1,140. h) On August 23. 2021, the Company’s Board of Directors approved the following option grants which were approved by the shareholders of the Company on October 4, 2021. i. Grants of options to purchase ordinary shares with a total fair value 0f $195 for each of the seven non-executive board member on January 1, 2022. The options will vest over 3 years in twelve equal quarterly instalments starting on January 1, 2022 the vesting commencement date. On January 1, 2022, which is considered the awards grant date, the Company granted 752,899 ordinary shares to non-executive directors with an exercise price of $2.815 per share. ii. Grants of options to purchase ordinary shares with a total fair value 0f $65 for each of the seven non-executive board member on January 1, 2022. The options will vest over 1 year in four equal quarterly instalments starting on January 1, 2022 the vesting commencement date. On January 1, 2022, which is considered the awards grant date, the Company granted 250,964 ordinary shares to non-executive directors with an exercise price of $2.815 per share. The fair value of each option granted is estimated at the date of grant using the Black-Scholes option-pricing model, with the following weighted average assumptions: 2021 2020 Exercise price $ 1.24-$3.61 $ 1.06-$2.14 Dividend yield - - Expected volatility 68%-71 % 66.35%-71 % Risk-free interest rate 1.11%-0.94 % 0.16%-0.58 % Expected life - in years 6.1-5.8 2.75-6.1 2021 2020 Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding at beginning of year 2,570,109 $ 4.85 2,847,600 $ 4.74 Granted 1,975,586 1.95 570,362 $ 1.98 Exercised (177,710 ) 2.37 (31,954 ) 2.11 Forfeited (16,660 ) 2.37 (589,793 ) 2.7 Expired (34,466 ) 4.00 (226,106 ) 2.68 Outstanding at end of year 4,316,859 $ 3.63 2,570,109 $ 4.85 Exercisable at end of year 2,068,067 $ 5.39 1,791,687 $ 5.49 The following tables summarizes information concerning outstanding and exercisable options as of December 31, 2021, in terms of ordinary shares: December 31, 2021 Options outstanding Options exercisable Number of Weighted Number of Weighted options Average options Average Exercise outstanding Remaining exercisable Remaining prices per at end of Contractual at end of contractual share (USD) year Life year Life - 4,680 0.78 4,680 0.78 1.06 14,760 3.85 14,760 3.85 1.24 1,314,218 9.02 - - 2.14 422,300 8.26 184,756 8.26 2.53 33,638 7.89 28,031 7.89 3.15 345,000 9.30 - - 3.61 316,368 9.27 5,561 9.27 3.68 185,640 0.32 185,640 0.32 3.97 287,565 7.05 251,949 7.05 6.31 1,245,400 4.08 1,245,400 4.08 7.54 147,290 1.26 147,290 1.26 4,316,859 2,068,067 The aggregate intrinsic value of the total of the outstanding and exercisable options as of December 31, 2021, is $2,378 and $146, respectively. The following table illustrates the effect of share-based compensation on the statements of operations: 2021 2020 Cost of revenues 102 51 Research and development expenses 661 514 General and administrative 1,098 336 1,861 901 |