XML 35 R15.htm IDEA: XBRL DOCUMENT
v3.24.0.1

SHARE CAPITAL | 12 Months Ended
--- | ---
Dec. 31, 2023
SHARE CAPITAL |
SHARE CAPITAL | NOTE 9 - SHARE CAPITAL a. Authorized Capital On June 28, 2023, the Company held its 2023 Annual Meeting of Stockholders, which was adjourned and reconvened on July 13, 2023 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders, among other matters, approved an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of shares of Common Stock authorized for issuance from 144,000,000 to 185,000,000. The Charter Amendment was filed with the Secretary of State of the State of Delaware on July 25, 2023. b.Rights of the Company’s Common Stock The Company’s Common Stock is listed on the NYSE American. The Company voluntarily delisted its Common Stock from the Tel Aviv Stock Exchange effective March 22, 2023. Each share of Common Stock is entitled to one vote. The holders of shares of Common Stock are also entitled to receive dividends whenever funds are legally available, when and if declared by the Board of Directors. Since its inception, the Company has not declared any dividends. c. Stock based compensation On December 14, 2006, the Board of Directors adopted the Protalix BioTherapeutics, Inc. 2006 Stock Incentive Plan, as amended (the “Plan”). The Plan has since been amended to, among other things, increase the number of shares of Common Stock available under the Plan to 12,475,171 shares. The grant of options to Israeli employees under the Plan is subject to the terms stipulated by Sections 102 and 102A of the Israeli Income Tax Ordinance (the “Ordinance”). Each option grant made to an Israeli citizen is subject to the track chosen by the Company, either Section 102 or Section 102A of the Ordinance, and pursuant to the terms thereof, the Company is not allowed to claim, as an expense for tax purposes, the amounts credited to employees as a benefit, including amounts recorded as salary benefits in the Company’s accounts, in respect of options granted to employees under the Plan, with the exception of the work-income benefit component, if any, determined on the grant date. For Israeli non-employees, the share option plan is subject to Section 3(i) of the Ordinance. As of December 31, 2023, 633,409 shares of Common Stock remain available for grant under the Plan. The vesting period of the outstanding options and restricted shares is generally three or four years from the date of grant. The rights of common stock obtained from the exercise of options (once vested) and the restricted stock are identical to those of other common stock of the Company. The contractual term of these options is primarily for ten years. For purposes of determining the fair value of the options and restricted stock granted to employees and non-employees, the Company’s management uses the fair value of the Common Stock. The fair value of options granted for both employees and directors is estimated at the date of grant using the Black-Scholes option-pricing model. 1. Options and restricted stock granted to employees and directors: A summary of share option plans, and related information, under all of the Company’s equity incentive plans for the year ended December 31, 2023, and the effect of share-based compensation on the statement of operations for the year ended December 31, 2023, is as follows:
| a) | Options granted to employees and directors:
​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year ended December 31, 2023
​ |  | ​ |  | Weighted
​ | ​ | Number | ​ | average
​ | ​ | of | ​ | exercise
​ | ​ | options | ​ | price
Outstanding at beginning of year |  | 5,519,315 | ​ | $ | 2.28
Changes during the year: |  |  | ​ |  |
Granted |  | 1,700,410 | ​ |  | 1.84
Forfeited and expired |  | 254,124 | ​ |  | 3.81
Outstanding at end of year |  | 6,965,601 | ​ | $ | 2.13
Exercisable at end of year |  | 2,900,503 | ​ | $ | 3.10
​
| b) | Restricted stock granted to employees:
​
​ | ​ | ​ | ​
​ | ​ | Year Ended December 31, 2023 | ​
​ | ​ | Number of Restricted Stock | ​
Outstanding at beginning of year | ​ | 291,474 | ​
Changes during the year: | ​ | ​ | ​
Granted | ​ | 1,371,362 | ​
Vested | ​ | 489,166 | ​
Non vested at end of year | ​ | 1,173,670 | ​
​
| c) | The following table summarizes information concerning outstanding and exercisable options as of December 31, 2023:
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2023
​ | ​ | Options outstanding | ​ | Options exercisable
​ |  | Number of |  | Weighted |  | ​ |  | Weighted
​ | ​ | options | ​ | average | ​ | ​ | ​ | average
​ | ​ | outstanding | ​ | remaining | ​ | Number of | ​ | remaining
Exercise | ​ | at end of | ​ | contractual | ​ | options | ​ | contractual
prices | ​ | year | ​ | life | ​ | exercisable | ​ | life
$1.03-$2.00 | ​ | 5,235,410 | ​ | 8.92 | ​ | 1,312,736 | ​ | 8.42
$3.55-$3.73 | ​ | 1,213,341 | ​ | 5.39 | ​ | 1,070,917 | ​ | 5.24
$4.69-$5.60 |  | 441,500 |  | 5.71 |  | 441,500 |  | 4.93
$17.20 |  | 75,350 |  | 1.19 |  | 75,350 |  | 1.19
​ |  | 6,965,601 | ​ | ​ |  | 2,900,503 | ​ | ​
​ As of December 31, 2023, the aggregate intrinsic value of all the outstanding options and exercisable options was approximately $2.6 million and $0.8 million, respectively. ​
| d) | The fair value of each option granted during 2021, 2022 and 2023 for both employees and directors is estimated at the date of grant using the Black-Scholes option-pricing model. The following weighted average assumptions were applied in determining the options’ fair value on their grant date:
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31, | ​
​ | ​ | 2021 | ​ | 2022 | ​ | 2023 | ​
Weighted average grants date fair value (USD) | ​ | 1.57 | ​ | 1.03 | ​ | 1.84 | ​
Exercise price (USD) | ​ | 1.57 | ​ | 1.03 |  | 1.84 | ​
Risk free rate | ​ | 0.88 | % | 3.32 | % | 4.44 | %
Volatility | ​ | 84.30 | % | 85.94 | % | 79.41 | %
Dividend yield | ​ | 0 | % | 0 | % | 0 | %
Expected life (Years) | ​ | 6 | ​ | 6 |  | 5.75 | ​
​
| e) | The total unrecognized compensation cost of employee stock options at December 31, 2023 is approximately $2.4 million. The unrecognized compensation cost of employee stock options is expected to be recognized over a weighted average period of 0.9 years.
During the three years ended December 31, 2023, there were no exercises of stock options, and the Company did not realize any tax benefit in connection with any exercises. The total vesting-date value of equity classified restricted stock vested during the year ended December 31, 2023 was $1.0 million. As of December 31, 2023, the unrecognized compensation cost related to all unvested equity classified restricted stock of $1.4 million is expected to be recognized as an expense over a weighted-average period of 0.8 years.
| f) | The following table illustrates the effect of share-based compensation on the statement of operations:
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year ended December 31,
(U.S. dollars in thousands) |  | 2021 |  | 2022 |  | 2023
Cost of goods sold | ​ | $ | 269 | ​ | $ | 135 | ​ | $ | 596
Research and development expenses | ​ | ​ | 648 | ​ | ​ | 518 | ​ | ​ | 777
Selling, general and administrative expenses | ​ |  | 1,458 | ​ |  | 1,432 | ​ |  | 2,075
​ | ​ | $ | 2,375 | ​ | $ | 2,085 | ​ | $ | 3,448
​ d. Private and 144A Offerings On June 7, 2021, the Company issued 173,816 shares of Common Stock in connection with the cashless exercise of a warrant to purchase 2,816,901 shares of Common Stock issued in 2020. The Company did not generate any proceeds from the cashless exercise. During the year ended December 31, 2022, the Company issued 1,000 shares of Common Stock in connection with the cash exercise of a warrant issued in 2020 and generated proceeds equal to $2,360 from such exercise. During the year ended December 31, 2023, the Company issued (i) 301,810 shares of Common Stock in connection with the cash exercise of a warrant issued in 2020 and generated proceeds equal to $0.7 million from such exercise and (ii) 237,012 shares of Common Stock in connection with the cashless exercise of a warrant to purchase 845,000 shares of Common Stock issued in 2020. The Company did not generate any proceeds from the cashless exercise. During the year ended December 31, 2023, the Company issued, in the aggregate, 4,691,623 shares of Common Stock in connection with the conversions of 2024 Notes. In connection with such conversions, during the year ended December 31, 2023, the Company paid to the converting holders $0.9 million representing cash payments due to accrued but unpaid interest, make-whole interest payments and payments in lieu of fractional shares. As a result of the conversions, the total principal amount of the 2024 Notes decreased by approximately $8.3 million. e. At-the-Market (ATM) Offering On July 2, 2021, the Company entered into the 2021 Sales Agreement pursuant to which the Company was able to sell, from time to time through the Agent, shares of Common Stock having an aggregate offering price of up to $20.0 million. In addition, on February 27, 2023, the Company entered into the 2023 Sales Agreement pursuant to which the Company may sell, from time to time through the Agent, shares of Common Stock having an aggregate offering price of up to $20.0 million. The Company has no obligation to sell any shares of Common Stock under the 2023 Sales Agreement, and may at any time suspend sales under the 2023 Sales Agreement or terminate the 2023 Sales Agreement in accordance with its terms. The Agent is entitled to a commission of up to 3.0% of the aggregate gross proceeds from the shares of Common Stock sold under the 2023 Sales Agreement. During the year ended December 31, 2021, but prior to the termination of the BofA Agreement, the Company sold 1,867,552 shares of Common Stock under the BofA Agreement. The Company generated gross proceeds equal to approximately $8.8 million in connection with such sales. During the year ended December 31, 2022, the Company sold, in the aggregate, 7,473,038 shares of Common Stock under the 2021 Sales Agreement. The Company generated gross proceeds equal to approximately $8.7 million in connection with such sales. During the year ended December 31, 2023, the Company sold, in the aggregate, 12,560,150 shares of Common Stock under the 2021 Sales Agreement and 2023 Sales Agreement. The Company generated gross proceeds equal to approximately $24.9 million in connection with such sales. All such sales were completed during the quarters ended March 31, 2023 and June 30, 2023. No sales were completed during the six months ended December 31, 2023. f. Public Offering On February 17, 2021, the Company issued and sold 8,749,999 shares of Common Stock in an underwritten public offering at a price to the public of $4.60 per share for gross proceeds of approximately $40.2 million before deducting the underwriting discount and estimated expenses of the offering. The above included the exercise of the underwriters’ over-allotment option to purchase 1,141,304 shares of Common Stock. BofA Securities acted as book-running manager for the offering with Oppenheimer & Co. acting as co-manager.

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for equity. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-6 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480237/815-40-50-6 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-16 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18 Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18 Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration