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Shareholders' Equity

12 Months Ended

Dec. 31, 2024

Shareholders

SHAREHOLDERS’ EQUITY

NOTE 12: - SHAREHOLDERS’ EQUITY

a.

The number of Ordinary Shares outstanding at December 31, 2024, and 2023 does not include 5,189 Ordinary Shares issued, which are held by a subsidiary, and 30,843 Ordinary Shares issued which are held by the Company.

Ordinary Shares confer all rights to their holders, e.g. voting, equity and receipt of dividends.

b.

Share option plan:

1.

The Company has granted options under an option plan as follows:

a)

The 2013 Share Option Plan:

On April 3, 2013, the Company approved a new share option plan (the “2013 Share Option Plan”). The 2013 Share Option Plan provides for the grant of options to purchase Ordinary Shares to provide incentives to employees, directors, consultants and contractors of the Company. In accordance with Section 102 of the Income Tax Ordinance (New Version) - 1961, the Company’s Board of Directors (the “Board”) elected the “Capital Gains Route”.

On February 19, 2015, the Board adopted an amendment to the 2013 Share Option Plan pursuant to which the Company may grant options to purchase its Ordinary Shares and RSUs to its employees, directors, consultants and contractors. The 2013 Share Option Plan expired on April 2, 2023.

b)

During the year ended December 31, 2022, the Company’s Board approved the grant of 418,733 RSUs and 4,906 options to certain employees and directors of the Company. Such RSUs have vesting schedules of 2-5 years, commencing as of the date of grant.

c)

During the year ended December 31, 2023, the Company’s Board approved the grant of 235,000 RSUs to certain employees and directors of the Company. Such RSUs have vesting schedules of 2-4 years, commencing as of the date of grant under the 2013 Share Option Plan.

d)

The 2023 Equity Incentive Plan:

On March 28, 2023, the Company’s Board adopted a new equity incentive plan named the “2023 Equity Incentive Plan” pursuant to which the Company may grant options to purchase its Ordinary Shares and RSUs to its employees, directors, consultants and contractors. The 2023 Equity Incentive Plan expires on March 28, 2033.

e)

During the year ended December 31, 2023, the Company’s Board approved the grant of 963,500 RSUs to certain employees and directors of the Company. Such RSUs have vesting schedules of 2-4 years, commencing as of the date of grant under the 2023 Equity Incentive Plan.

f)

During the year ended December 31, 2024, the Company’s Board approved the grant of 997,364 RSUs and 112,028 Options to certain employees and directors of the Company. Such RSUs have vesting schedules of 1-4 years, commencing as of the date of grant under the 2023 Equity Incentive Plan.

As of December 31, 2024, the aggregate total number of shares reserved under the 2023 Equity Incentive Plan, is 3,000,000, out of which 1,180,308 Ordinary Shares are still available for future grants under the 2023 Equity Incentive Plan as of that date.

2.

Stock options for the year ended December 31, 2024 under the Company’s plans are as follows:

		Number of options				Weighted average exercise price				Weighted average remaining contractual term (in years)				Aggregate intrinsic value

Outstanding as of January 1, 2024			39,597				7.98				1.75				16
Granted			112,028				10.01
Outstanding as of December 31, 2024			151,625				9.48				7.43				437
Vested and expected to vest at December 31, 2024			50,321				8.42				2.68				198
Exercisable as of December 31, 2024			50,321				8.42				2.68				198

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the deemed fair value of the Company’s Ordinary Shares on the last day of fiscal 2024 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2024. This amount is impacted by the changes in the fair market value of the Company’s Ordinary Shares.

3.

RSUs for the year ended December 31, 2024 under the Company’s 2013 Share Option Plan and 2023 Equity Incentive Plan are as follows:

		Number of RSUs

Outstanding as of January 1, 2024			1,320,530
Granted			997,364
Vested			(607,884	)
Cancelled			(239,084	)
Outstanding as of December 31, 2024			1,470,926

4.

The weighted average fair value of options granted during the year ended December 31, 2024 and 2022 were $6.27 and $4.64, respectively. No options were granted during the year ended December 31, 2023.

5.

The weighted average fair values of RSUs granted during the years ended December 31, 2024, 2023 and 2022 were $9.67, $8.43 and $11.68 per share, respectively.

6.

The total fair value of RSUs, as of their respective release dates, was $6,138, $5,421, and $6,588 during the years ended December 31, 2024, 2023, and 2022, respectively.

7.

The following table summarizes the allocation of the Company’s share-based compensation within the consolidated statements of income (loss):

		Year ended December 31,
		2024				2023				2022

Cost of revenues		$	381			$	440			$	391
Research and development, net			2,047				2,690				2,503
Sales and marketing			2,024				1,819				1,386
General and administrative			1,645				1,168				894
		$	6,097			$	6,117			$	5,174

8.

As of December 31, 2024, there are $14,547 of total unrecognized costs related to non-vested share-based compensation and RSUs that are expected to be recognized over a weighted average period of 2.50 years.