SHARE BASED PAYMENTS | NOTE 7 – SHARE BASED PAYMENTS a. Share Based Payments In January 2023, the Company granted 43,500 options with an exercise price of $7.51 per share, to a service provider, which will become exercisable between January 19, 2023, and January 18, 2025, into common shares based on the achievement of service condition, market condition or performance condition. As of December 31, 2023, 21,000 options were exercisable. Service condition options totaled 22,500, had an estimated value based on Black-Scholes of approximately $74,000 and were exercisable as of December 31, 2023. Performance condition options totaled 12,000, had an estimated value based on Black-Scholes of approximately $39,000 and were exercisable as of December 31, 2023. Market condition options totaling 9,000 options have a market condition which was achieved by December 31, 2023, and an estimated value of $20,000 based on a Monte Carlo model. 2,792 options have been exercised as of December 31, 2023. The fair value of options was evaluated at the grant date using a Black-Scholes Option Pricing Model for various possible scenarios. The following table summarizes assumptions used for the Black-Scholes model at the grant date: Risk-free interest rate 4.09 % Common stock price $ 7.51 Expected dividend yield — Expected term (in years) 2 Expected volatility 75 % In February 2022, the Company granted to the underwriter of the IPO 128,000 fully vested warrants upon the IPO, exercisable into common shares with an exercise price of $6.25 per share for 5 years after the grant date. The 128,000 fully vested warrants have an estimated value (based on Black-Scholes model) of approximately $458,000 and were recognized as a reduction from gross proceeds of the IPO. As of December 31, 2023, IPO warrants totaling 105,920 were exercised for $0.7 million. The following table summarizes assumptions used for the Black-Scholes model at the grant date: Risk-free interest rate 1.78 % Common stock price $ 5.00 Expected dividend yield — Expected term (in years) 5 Expected volatility 99 % In July 2022, the Company granted to the private placement agent of July Private Placement, 115,481 warrants which become exercisable any time between January 23, 2023 and January 29, 2026, exercisable into common share with an exercise price of $10.31 per share. The 115,481 warrants have an estimated value (based on Black-Scholes model) of approximately $618,000. As of December 31, 2023 79,104 placement agent warrants were exercised for which the Company has received $0.8 million. The following table summarizes assumptions used for the Black-Scholes model at the grant date: Risk-free interest rate 2.86 % Common stock price $ 9.26 Expected dividend yield 0 Expected term (in years) 3.5 Expected volatility 86.06 % Volatility was estimated based on the historic volatility of comparable public companies. b. 2021 Incentive Plan In May 2021, the Company’s board of directors approved an equity incentive plan (hereafter — “2021 Plan”), in which the Company has reserved a total amount of 408,486 common shares for issuance in connection with the Option Agreement. In February 2022, the Company’s board of directors approved an increase to total shares under the incentive plan to 1,500,000. An amendment to the 2021 Plan was approved by holders of a majority of the voting power of the common shares of the Company in June 2023 to increase the total shares under the incentive plan to 2,500,000. In addition, the amendment provides that on January 1 of each calendar year beginning in 2024 and ending in and including 2033, this authorization limit will automatically increase to the extent necessary so that the number of shares available for issuance pursuant to future awards granted after such date under the 2021 Plan is not less than (i) six percent (6%) of the number of shares outstanding as of the last day of the immediately preceding calendar year or (ii) such lesser number of shares as may be determined by the Board. The 2021 Plan provides for a variety of share-based compensation awards, including options, restricted share unit awards, or other shares. Under the 2021 Plan, the Company generally grants share-based awards with service-based vesting conditions only. Options and restricted share unit awards granted typically vest over a three-year period, but may be granted with different vesting terms. Mr. Ron Bentsur, Dr. Enrique Poradosu and Mr. Shay Shemesh will be eligible for fully vested common shares equal to 1%, 0.5% and 0.5%, respectively, of the then fully diluted share count when the Company reaches an average capitalization over a 30-day period of $350 million or higher. As of December 31, 2023, the market capitalization has not been achieved. The following table summarizes the Company’s option activity for the year ended December 31, 2023, for the 2021 Incentive Plan: Weighted Number of Weighted average average Aggregated shares under Exercise price per remaining Intrinsic value option Option Life (in thousands) Balance, December 31, 2022 311,590 4.20 8.79 1,042 Granted 43,500 7.51 Exercised (6,809) 5.91 Forfeited — — Outstanding – December 31, 2023 348,281 4.59 7.94 1,317 Exercisable – December 31, 2023 210,836 4.22 7.99 Expected to vest – December 31, 2023 348,281 4.59 7.94 1,317 As of December 31, 2023, there was $0.2 million of unrecognized share-based compensation expense related to unvested options that is expected to be recognized over a weighted-average period of 0.65 years. The fair value of each option granted is estimated using the Black-Scholes option pricing method. The volatility is based on a combination of historical volatilities of companies in comparable stages as well as companies in the industry by statistical analysis of daily share pricing model. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected term of the options granted in dollar terms. The expected term of the options granted represents the period of time that the granted options are expected to remain outstanding based on common practice in the industry. Restricted Share Awards Restricted stock awards (RSAs) have been granted to employees and directors. The value of an RSA award is based on the Company’s stock price on the date of grant using hybrid pricing model with a combination of the Black-Scholes Option Pricing Model (OPM) and the P-WERM model for various possible scenarios. The shares underlying the RSA awards are not issued until the RSAs vest. Upon vesting, each RSA converts into one share of the Company’s common shares. The Company has granted RSAs pursuant to the 2021 plan. On April 1, 2022, the Company issued 120,000 RSAs to Mr. Ron Bentsur and 60,000 RSAs each 1/3 1/3 On January 12, 2023, the Company issued 210,000 RSAs to Mr. Ron Bentsur and 115,000 RSAs each 1/3 The following table summarizes the Company’s RSA activity for the year ended December 31, 2023, as described above from the 2021 Incentive Plan: Weighted Weighted average Aggregated Number of average grant contractual term Intrinsic value shares date fair value (in years) (in thousands) Balance, December 31, 2022 338,807 7.15 2.22 2,541 Granted 663,499 8.76 Vested (60,810) 8.32 Outstanding – December 31, 2023 941,496 8.23 1.80 7,852 Expected to vest – December 31, 2023 941,496 8.23 1.80 7,852 As of December 31, 2023, there was $2.5 million of total unrecognized compensation cost related to RSAs that is expected to be recognized over a weighted average period of 1.8 years. The total fair value of RSAs vested for the year ended December 31, 2023, was $0.3 million. On July 27, 2021, Mr. Ron Bentsur, Dr. Enrique Poradosu, and Mr. Shay Shemesh were granted 96,759 RSAs, 48,399 RSAs and 48,399 RSAs, respectively, which were not part of the Incentive Plan and excluded from the table above. On March 29, 2023, January 1, 2023, July 1, 2022 and December 13, 2022, the vesting of these grants was extended to July 15, 2024, April 1, 2023, January 1, 2023 and June 30, 2022, respectively. Also see note 11 for subsequent vesting extensions. c. Share compensation expense For the period ended December 31, 2023, the Company recognized expenses of $2.1 million as part of the general and administrative expenses and $2.6 million as part of the research and development expenses. For the period ended December 31, 2022, the Company recognized expenses of $0.8 million as part of the general and administrative expenses and $0.9 million as part of the research and development expenses. |