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Shareholders' Equity
 12 Months Ended
Dec. 31, 2022
Stockholders' Equity Note [Abstract]  
SHAREHOLDERS’ EQUITY
NOTE 10:- SHAREHOLDERS’ EQUITY

 

a.Reverse Share Split:

 

On June 21, 2020, the Company’s Board of Directors resolved to consolidate the Company’s share capital by applying an additional reverse share split and cancelling the shares’ par value (See Note 1.b).

 

Following the reverse share split and the cancellation of the par value, all Ordinary shares, Convertible Preferred shares, options, convertible loans, warrants, exercise prices and per share data have been adjusted retroactively for all periods presented in these consolidated financial statements.

 

b.Ordinary share capital is composed as follows:

 

   December 31, 2022   December 31, 2021 
   Authorized   Issued and
outstanding		   Authorized   Issued and
outstanding		 
   Number of shares 
                     
Ordinary shares with no par value   47,800,000    19,851,833    47,800,000    18,756,570 

 

c.Controlled Equity Offering Sales Agreement (the “Sales Agreement”):

 

In July 2021, the Company entered into a Sales Agreement with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may offer and sell, from time to time, its Ordinary shares, through the Agent in an at the market offering (“ATM’”), as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, for an aggregate offering price of up to $45,000.

 

During the year ended December 31, 2022, the Company sold 1,065,057 Ordinary shares under the ATM for a total amount of $4,423, net of issuance cost in the amount of $222.

 

d.Ordinary shares rights:

 

The Ordinary shares confer upon their holders the right to participate in the general meetings of the Company, to vote at such meetings (each share represents one vote), and to participate in any distribution of dividends or any other distribution of the Company’s property, including the distribution of surplus assets upon liquidation.

 

e.Share option plan:

 

The Company has authorized through its 2012 Share Option Plan, the grant of options to officers, directors, advisors, management and other key employees of up to 4,672,094 Ordinary shares. The options granted generally have a four-year vesting period and expire ten years after the date of grant. Options granted under the Company’s option plan that are canceled or forfeited before expiration become available for future grant.

 

On May 3, 2022, the annual and extraordinary general meeting of shareholders of the Company approved a new grant of 76,120 options to the then current Chief Executive Officer of the Company, Mr. Amir Weisberg. In addition, it was approved to accelerate the vesting of 12,906 options from an outstanding grant; in both cases the vesting of all options will occur on June 30, 2022. As a result, the Company recognized a total share-based compensation expense in the amount of $76.

 

On May 9, 2022, the Company’s Board of Directors approved to increase the Company’s options pool by an additional one million options from 3,672,094 to 4,672,094.

 

As of December 31, 2022, 700,965 of the Company’s options were available for future grants.

 

A summary of the status of options to employees under the Company’s option plan as of December 31, 2022, and changes during the relevant period ended on that date is presented below:

 

  

Number

of options

  

Weighted

average

exercise

price

   Aggregate
intrinsic
value		  

Weighted 
average 
remaining 

contractual
life (years)

 
                 
Outstanding at beginning of year   2,726,911   $6.25   $2,323    6.44 
Granted   1,124,520   $5.51           
Exercised   (30,206)  $3.60   $21      
Forfeited and expired   (517,879)  $6.57           
                     
Outstanding at end of year   3,303,346   $5.97   $115    6.14 
                     
Exercisable options   2,016,737   $5.81   $115    4.34 
                     
Vested and expected to vest   3,303,346   $5.97   $115    6.14 

 

The weighted average grant date fair value of options granted during the year ended December 31, 2022, was $3.46.

 

The Black-Scholes assumptions used to value the employee share options at the grant dates are presented in the following table by years:

 

   2022   2021   2020 
             
Dividend yield (%)   0    0    0 
Expected volatility (%)   70.45-92.67    72.97-78.69    74.35-84.77 
Risk-free interest rate (%)   1.81-4.30    0.62-1.32    0.23-1.38 
Expected term (in years)   1.2-6    5-6    5-6 

 

These assumptions and estimates were determined as follows:

 

  o Fair Value of Ordinary Shares - Prior to the IPO, the fair value was determined by the Company’s Board of Directors, with input from management and third-party valuation specialists. After the IPO, the fair value of each Ordinary share was based on the closing price of the Company’s publicly traded Ordinary shares as reported on the date of the grant.

 

  o Dividend Yield - The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used.
     
  o Expected Volatility - As the Company has a short trading history for its Ordinary shares, the expected volatility is derived from the average historical share volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term.

 

e.Share option plan: (Cont.)

 

 

o

 

 Risk-Free Interest Rate - The risk-free rate for the expected term of the options is based on the Black-Scholes option pricing model on the yields of United States of America Treasury securities with maturities appropriate for the expected term of employee share option awards.
     
  o Expected term - The expected term represents the period that options are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options.

 

The total share-based compensation expense recognized by the Company’s departments for the three years ended December 31, 2022, 2021 and 2020, was comprised as follows:

 

  

Year Ended

December 31,

 
   2022   2021   2020 
             
Research and development  $2,081   $2,203   $1,806 
Marketing and business development   383    317    140 
General and administrative   1,843    2,230    2,631 
                
Total share-based compensation expense  $4,307   $4,750   $4,577 

 

As of December 31, 2022, there were unrecognized compensation costs of $6,379, which are expected to be recognized over a weighted average period of approximately 2.5 years.

 

f.Options issued to non-employees (including directors and consultants):

 

Outstanding options granted to non-employees as of December 31, 2022, were as follows:

 

Grant date 

Options
outstanding

as of

December 31,
2022

  

Average
Exercise

price

per share ($)

  

Options

exercisable

as of

December 31,
2022

   Exercisable through
                
October 2013   5,719   $5.06    5,719   October 2023
September 2014   5,719   $5.06    5,719   September 2024
April 2016   5,975   $3.10    5,975   April 2026
December 2016   7,170   $3.93    7,170   December 2026
June 2017   197,722   $4.10    197,722   June 2027
November 2017   17,925   $7.70    17,925   November 2027
August 2019   71,700   $8.18    71,700   August 2029
June 2020   64,530   $6.62    53,724   June 2030
April 2021   62,741   $9.57    62,741   April 2031
August 2021   15,000   $8.13    6,206   August 2031
December 2021   10,000   $6.80    3,300   December 2031
May 2022   65,625   $5.00    32,809   May 2032
November 2022   5,000   $1.05    -   November 2032
                   
    534,826         470,710    

 

No options were exercised by non-employees during the year ended December 31, 2022.

 

g.Warrants:

 

During the year ended December 31, 2020, 2,106,879 D-2 warrants were exercised into 885,377 Ordinary shares on a cashless basis. As of December 31, 2020, 648,519 D-2 warrants were outstanding. In addition, 53,775 A warrants were exercised into 53,775 Ordinary shares for a total consideration of $13. As of December 31, 2022, no A warrants were outstanding.

 

Further to the discussion in Note 7, as of April 26, 2022 and July 19, 2022, the Company measured the fair value of the warrants to purchase Ordinary shares (a Level 3 valuation) using the Black-Scholes option pricing model.

 

g.Warrants: (Cont.)

 

As of April 26, 2022 and July 19, 2022, the relative fair value of the warrants to purchase Ordinary shares issued to Kreos was $468 and $120, respectively, which was calculated using the following assumptions:

 

   July 19,   April 26, 
   2022   2022 
         
Share price ($)   5.12    4.96 
Exercise price ($)   5.14    5.14 
Expected volatility (%)   60.57    60.81 
Adjustment to risk-free interest rate (%)   3.07    2.84 
Dividend yield (%)   
-
    
-
 
Risk-free interest rate (%)   3.11    2.88 
Expected life (in years)   6.72    6.94 

 

During the year ended December 31, 2021, 580,028 D-2 warrants were exercised into 115,982 Ordinary shares on a cashless basis. In addition, 68,491 D-2 warrants were exercised into 68,491 Ordinary shares for a total consideration of $632. As of December 31, 2022, no D-2 warrants are outstanding.

 

Since the IPO and as of December 31, 2022, all warrants are exercisable into Ordinary shares, in which the outstanding issued warrants to purchase Ordinary shares as of December 31, 2022, were as follows:

 

Grant date 

Warrants
outstanding

as of

December 31,
2022

  

Average
Exercise

price

per share ($)

  

Warrants
exercisable

as of

December 31,
2022

   Exercisable through
                
August 2019   200,596   $15.95    200,596   August 2023
September 2020   17,925   $16.00    17,925   September 2024
April 2022   155,794   $5.14    155,794   April 2029
July 2022   38,948   $5.14    38,948   April 2029
                   
    413,263         413,263