Share-Based Compensation

12 Months Ended

Dec. 31, 2023

Disclosure of terms and conditions of share-based payment arrangement [abstract]

Note 20:

Share‑Based Compensation

Expense recognized in the financial statements:

The expenses recognized for services received from employees and directors is as follows:

	Year ended December 31
	2023		2022		2021
Cost of revenues		271		184		153
Research and development		485		406		333
Selling and marketing		87		42		-
General and administrative		1,097		1,314		1,187

Total share-based compensation		1,940		1,946		1,673

Share-based payment plan for employees and directors:

The Company has granted options and restricted stock units ("RSUs") for a total of 990,201 ordinary shares.

As of December 31, 2023, 861,255 ordinary shares of the Company were still available for a future grant.

Any options or RSUs, which are forfeited or not exercised before expiration, become available for future grants.

Options granted under the Company's 2003 Israeli Share Option Plan ("The Plan") are exercisable in accordance with the terms of the Plan, within 5-10 years from the date of grant, against payment of an exercise price or cashless exercise. The options generally vest over a period of 3-4 years.

In March 2014, the Company adopted and obtained shareholder approval for its 2014 Equity Incentive Plan (the “2014 Plan”). Options and RSU's granted under the Company's 2014 Plan are exercisable in accordance with the terms of the Plan. Options are exercisable within 5-10 years from the date of grant, against payment of an exercise price or cashless exercise and share units are granted immediately upon vesting of the RSU's. The options and the RSU's generally vest over a period of 1-4 years.

Share options activity:

The following table lists the number of share options, the weighted average exercise prices of share options and changes that were made in the option plan to employees and directors

	2023					2022					2021
	Number of options			Weighted Average Exercise price		Number of options			Weighted Average Exercise price		Number of options			Weighted Average Exercise price

Outstanding Options at beginning of year		764,767			30.44		537,288			44.45		513,973			45.85
Options Granted		346,950			11.87		320,775			14.25		53,970			37.52
Options Exercised		-			-		(807	)		12.23		(536	)		20.16
Options Forfeited and/or expired		(154,230	)		57.55		(92,489	)		55.58		(30,119	)		56.91

Outstanding options at end of year		957,487			19.34		764,767			30.44		537,288			44.45

Option's Exercisable at end of year		462,045			26.25		373,681			46.18		333,618			58.38

The following table summarizes information about share options outstanding:

	Options outstanding as of December 31, 2023
Range of exercise prices ($ )	Number of options		Weighted Average Remaining contractual life		Weighted average exercise price

8.26-9.64		55,950		9.85		8.44
11.89-14.42		711,124		7.89		13.20
26.88-37.52		125,535		5.62		35.99
42.14-67.06		64,878		1.85		63.84
Total		957,487		7.29		19.34

	Options outstanding as of December 31, 2022
Range of exercise prices ($ )	Number of options		Weighted Average Remaining contractual life		Weighted average exercise price

12.25-14.42		470,693		7.84		13.60
26.88-37.52		145,354		6.43		35.95
42.14-67.06		68,662		2.85		63.94
90.23-96.32		80,058		0.91		90.65
Total		764,767		6.40		30.44

The following table summarizes information about RSU's outstanding:

	RSU's 2023			RSU's 2022			RSU's 2021

Outstanding at beginning of year		42,013			14,581			10,655
Granted		9,100			39,286			8,992
Forfeited		(941	)		(27	)		(215	)
Vested		(17,458	)		(11,827	)		(4,851	)

Outstanding at the end of the period		32,714			42,013			14,581

The fair value of the options and RSU's granted to employees and directors at the grant date for the years ended December 31, 2023, 2022 and 2021 was $2,320, $2,970 and $1,392 respectively.

The options and RSU’s of the Company are managed by a trustee.

On March 4, 2021, the Company's Board of Directors approved the grant of: (a) 34,013 options to purchase ordinary shares and 5,669 RSU's under the "2014 Share Incentive Plan" to its CEO, officers and board members of the Company at a fair value of $663 and $196, respectively, and (b) 19,958 options to purchase ordinary shares and 3,324 RSU's under the "2014 Share Incentive Plan" to its employees at a fair value of $417 and $116, respectively. The options are exercisable for an exercise price of $ 37.52 per share.

Over the second quarter of 2022, the Company’s Board of Directors approved the grant of 292,203 options to purchase the Company’s ordinary shares, for an exercise price of $ 14.42 per share as well as 39,286 restricted share units (“RSU’s”) to its CEO, officers and employees. The fair value of the options and RSU’s as of the grant date, was estimated at $2,314 and $498 respectively.

The above-mentioned grant includes the grant of 151,786 options to purchase the Company’s ordinary shares and 39,286 restricted share units (“RSU’s”) to the directors and the CEO of the Company which are required to be approved by the Company’s General meeting as well. The fair value of the options and RSU’s, as of the approval date, was estimated at approximately $1,171 and $498, respectively.

On July 19, 2022, the Company’s Shareholders General meeting approved the abovementioned grants (Note 19) to the directors and the CEO, the compensation terms of Mr. Ofer Gonen as the Company’s new Chief Executive Officer, which terms will be effective as of July 1, 2022 and the termination terms for the previous CEO.

On August 18, 2022, the Company’s Shareholders General meeting approved the compensation terms and grant of 28,572 options to the Chairman of the Board of Directors which approved earlier by the board. The fair value of the options as of the grant date was estimated at $284.

On February 15, 2023, the Company's Board of Directors approved the grant of 130,600 options to purchase ordinary shares and 9,100 RSU's under the "2014 Share Incentive Plan" to employees, officers, board members, CEO and some consultants at fair value of $1,012 and $117, respectively. The share options vest over a period of 1-4 years and the options are exercisable for an exercise price of $ 13.32 per share.

On April 3, 2023, the Company's Board of Directors approved the grant of 160,400 options to purchase ordinary shares under the "2014 Share Incentive Plan", for an exercise price of $11.89 and $11.91 per share to management and board members of the Company. The share options vest over a period of 1-4 years. The fair value of the options granted, as of the grant date, was estimated at approximately $884.

On May 31, 2023 the Shareholders of the Company approved the increase by 1,000,000 in the number of ordinary shares available for issuance under the Company’s 2014 Equity Incentive Plan.

On May 31, 2023 the Shareholders of the Company approved the extension to the exercise period of options which were granted to certain of the company’s directors on April 23, 2020 for an additional five years, until April 23, 2030. According to this extension, an expense of $146 was recognized.

On August 15, 2023, the Company's Board of Directors approved the grant of 7,200 options to purchase ordinary shares under the "2014 Share Incentive Plan", for an exercise price of $ 9.63 per share to a board member of the Company. The share options vest over a 1 year. The fair value of the options granted, as of the grant date, was estimated at approximately $42.

10.

On November 20, 2023, the Company's Board of Directors approved the grant of 48,750 options to purchase ordinary shares under the "2014 Share Incentive Plan", for an exercise price of $ 8.78 and $8.13 per share to an officer and a consultant of the Company. The share options vest over a period of 1-4 years. The fair value of the options granted, as of the grant date, was estimated at approximately $265.

The fair value of the Company's share options granted to employees and directors for the years ended December 31, 2023, 2022 and 2021 was estimated using the binomial option pricing models using the following assumptions:

	December 31
	2023		2022		2021
Dividend yield (%)		0		0		0
Expected volatility of the share prices (%)		61-77		59-77		55-78
Risk‑free interest rate (%)		2.1-5.36		2.1-5.2		0.1-1.5
Early exercise factor (%)		100-150		100-150		100-150
Weighted average share prices (Dollar)		10.71		13.22		36.33

Measurement inputs include the share price on the measurement date, the exercise price of the instrument, expected volatility (based on the weighted average volatility of the Company’s shares, over the expected term of the options), expected term of the options (based on general option holder behavior and expected share price), expected dividends, and the risk-free interest rate (based on government debentures).