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STOCKHOLDERS' EQUITY | 6 Months Ended
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Jun. 30, 2025
STOCKHOLDERS' EQUITY |
STOCKHOLDERS' EQUITY | NOTE 11: - STOCKHOLDERS’ EQUITY ​
| a. | In April 2025, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved the grant of 812,800 restricted shares subject to time vesting to employees of the Company and approved the grant of options to purchase up to 1,194,950 shares of Common Stock, to employees and consultants of the Company, at exercise prices between $0.66 to $0.78 per share. The time vesting restricted shares and stock options vest over three years commencing on the respective grant dates. The options have a ten-year term. The restricted shares and the options were issued under Amended and Restated 2020 Equity Incentive Plan, as amended (the “the 2020 Plan”). In addition, the Compensation Committee approved the grant of 175,000 restricted shares of Common Stock to certain service providers and approved a reduction in the exercise price of warrants to purchase up to 356,250 shares of Common Stock issued to certain consultants in the past at exercise prices between $1.43 to $2.00 per share, to an exercise price of $0.78 per share. The warrants are exercisable into shares of Common Stock on or before February 12, 2026 and December 31, 2027.
| b. | On April 18, 2025, the Board of Directors of the Company appointed Chen Franco-Yehuda to serve as the Company’s Chief Financial Officer, Treasurer and Secretary, effective as of May 15, 2025. In connection with her appointment, the Company agreed to issue Ms. Franco-Yehuda 500,000 restricted shares of the Company’s common stock, pursuant to the 2020 Plan. The restricted shares vest over three years, with one third of such shares vesting on April 27, 2026, and the remaining shares vesting in equal quarterly amounts.
| c. | In June 2025, the Compensation Committee approved the grant of 102,500 restricted shares subject to time vesting and 80,000 performance-based restricted shares to employees of the Company and approved the grant of options to purchase up to 16,000 shares of Common Stock and 150,000 performance-based options to purchase Common Stock to employees of the Company, at an exercise price between $0.67 to $0.70 per share. The time vesting restricted shares and stock options vest over three years commencing on the respective grant dates. The options have a ten-year term. The restricted shares and the options were issued under the 2020 Plan. In addition, the Compensation Committee approved the grant of warrants to purchase up to 450,000 shares of Common Stock, with exercise prices of $0.67 per share, to certain consultants. The warrants are exercisable into shares of Common Stock on or before June 1, 2028.
​ NOTE 11: - STOCKHOLDERS’ EQUITY (Cont.)
| d. | On May 20, 2025, the Company, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock, filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C Preferred Stock (the “Series C Certificate of Designation”), an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C-1 Preferred Stock (the “Series C-1 Certificate of Designation”), and an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C-2 Preferred Stock (the “Series C-2 Certificate of Designation”, collectively with the Series C Certificate of Designation and the Series C-1 Certificate of Designation, the “Series C Certificates of Designation”), all with the Secretary of State of the State of Delaware.
The Series C Certificates of Designation were amended to extend the mandatory conversion period from fifteen (15) to twenty-four (24) months from the original issue date. The Company will issue a dividend equal to fifteen percent (15%) of the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock, Series C-1 Preferred Stock and/or Series C-2 Preferred Stock then held by such holder for each full quarter anniversary of holding following the filing of the Series C Certificates of Designation with the Secretary of State of the State of Delaware. The Company concluded that the Series C, C-1 and C-2 preferred shares modification should be accounted for as a modification transaction. For the three months ended June 30, 2025, the Company recorded the increase in fair value as a deemed dividend in the amount of $734. During the three and six-months periods ended June 30, 2025, a total of 1,145 and 1,270 shares of certain Series C Convertible Preferred Stock were converted into 812,627 and 888,432 shares of Common Stock, respectively. During the three and six-month periods ended June 30, 2025, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series C, C-1 and C-2 Preferred Stock as a deemed dividend in a total amount of $1,309 and $3,503, respectively. For the three and six-month periods ended June 30, 2024, the Company accounted for the dividend shares as a deemed dividend in a total amount of $1,785 and $2,529, respectively.
| e. | In December 2024, the Company issued 7,055 and 11,750 Series D and D-1 preferred shares, respectively, at a purchase price of $1,000 per preferred share. The Series D and D-1 Preferred Stock are convertible into Common Stock at $0.73 per Common Stock. As a result of the sale of the preferred stock, the aggregate gross proceeds to the Company from the Offering were approximately $18,805.
The preferred stock will automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, including a non-waivable 19.99% ownership blocker, on the 12-month anniversary of the issuance date. The holders of preferred stock will also be entitled to dividends equal to a number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon conversion of the preferred stock then held by such holder for each full quarter anniversary of holding for a total of four (4) quarters from the Closing Date, all issuable upon conversion of the preferred stock. In addition, the Company and certain purchasers in the Offering that are holders of the Company's Series B and C Preferred Stock executed lock up agreements (the “Lock Up Agreement”), pursuant to which the Company agreed to issue, subject to stockholder approval, up to forty percent (40%) of the shares of Common Stock conversion shares of the preferred stock held by such purchaser, including dividend shares of Common Stock due upon conversion of these shares into shares of Common Stock, over the course of twelve (12) months (the NOTE 11: - STOCKHOLDERS’ EQUITY (Cont.) “Additional Shares”). Each holder shall be entitled to receive 10% of the Additional Shares for each three (3) month period each holder agrees not to transfer or otherwise sell (subject to certain limitations) the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock and the dividend shares of Common Stock due upon conversion. During the three and six-months period ended June 30, 2025, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series D and D-1 Preferred Stock as a deemed dividend for an amount of $2,123 and $4,349 respectively.
| f. | On January 7, 2025, the Company entered into securities purchase agreements (each, a “Series D Purchase Agreement”) with accredited investors relating to an offering (the “Series D Offering”) and the sale of an aggregate of (i) 4,950 shares of newly designated Series D-2 Preferred Stock (the “Series D-2 Preferred Stock”), and (ii) 1,850 shares of Series D-3 Preferred Stock (the “Series D-3 Preferred Stock”), at a purchase price of $1,000 for each share of preferred stock. As a result of the sale of the preferred stock, the aggregate gross proceeds to the Company from the Series D Offering are approximately $6,800. The closing of the Series D-2 Preferred Stock, and Series D-3 Preferred Stock occurred on January 14, 2025.
The conversion of the preferred stock was subject to stockholder approval (Note 11g). In addition, the preferred stock will automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, on the 12-month anniversary of the issuance date. The holders of preferred stock will also be entitled to dividends equal to a number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon conversion of the preferred stock then held by such holder for each full quarter anniversary of holding for a total of four quarters from the Closing Date, all issuable upon conversion of the preferred stock. During the three and six-months periods ended June 30, 2025, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series D-2 and D-3 Preferred Stock as a deemed dividend for an amount of $535 and $954 respectively.
| g. | On April 28, 2025, the Company held a special meeting of stockholders in which the stockholders approved the (A) the issuance of shares of common stock, in excess of 20% of the issued and outstanding shares of Common Stock, upon: (i) the conversion of 25,605 shares of our Series D, D-1, D-2 and D-3 Preferred Stock into an aggregate of 33,956,850 shares of Common Stock, which were issued pursuant to private placement transactions that closed on December 18, 2024 and January 14, 2025, (ii) the issuance of up to 13,582,740 shares of Common Stock issuable as dividends to the Series D, D-1, D-2 and D-3 Preferred Stock; and (iii) the issuance of up to 4,175,070 shares of Common Stock issuable as share consideration provided under the Lock Up Agreements; and (B) (i) reduce the exercise price of certain warrants to purchase 584,882 shares of Common Stock issued to the Avenue Lenders to $0.7208 per share, and (ii) to permit the conversion of up to two million dollars of the principal amount of the loan issued by the Avenue Lenders to us at a conversion price of $0.8650 per share.
| h. | Between May 23, 2025 and May 28, 2025, the Company and holders that previously entered into the Lock-Up Agreement, entered into an Amended and Restated Lock-Up Agreement (the “A&R Lock-Up Agreement”) pursuant to which the holders agreed to extend the restrictive period previously provided in the Lock-Up Agreements until February 21, 2026 for the right to receive an additional 10% of the common stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the holders.
The Company concluded that the A&R Lock-Up Agreement modification should be accounted for as a modification transaction. For the three months ended June 30, 2025, the Company recorded the increase in fair value as a deemed dividend in the amount of $870. NOTE 11: - STOCKHOLDERS’ EQUITY (Cont.)
| i. | As of June 30, 2025, there were 1,882 shares of Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”) issued and outstanding. The outstanding Series A-1 Preferred Stock is convertible into approximately 875,950 shares of Common Stock, including the issuance of dividend shares.
As of June 30, 2025, there were 4,946 shares of Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred Stock”) issued and outstanding. The outstanding Series B-1 Preferred stock is convertible into approximately 2,299,432 shares of Common Stock, including the issuance of dividend shares. As of June 30, 2025, there were 21,007 shares of Series C, C-1 and C-2 preferred stock issued and outstanding. The outstanding Series C, C-1 and C-2 preferred stock is convertible into approximately 15,062,968 shares of Common Stock, including the issuance of dividend shares. As of June 30, 2025, there were 25,605 shares of Series D, D-1, D-2 and D-3 Preferred Stock issued and outstanding. The outstanding Series D, and D-1 Preferred Stock is convertible into approximately 39,928,821shares of Common Stock, including the issuance of dividend shares.
| j. | In March 2025, a total of 1,675 shares of certain Series A-1 Preferred Stock were converted into 779,601 shares of Common Stock.
Stock plans: On October 14, 2020, the Company’s stockholders approved the 2020 Plan. Under the 2020 Plan, options to purchase shares of Common Stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of Common Stock. In January 2025, pursuant to the terms of the 2020 Plan as approved by the Company’s stockholders, the Company increased the number of shares authorized for issuance under the 2020 Plan by 6,541,028 shares, from 11,356,624 to 17,897,652. ​ NOTE 11: - STOCKHOLDERS’ EQUITY (Cont.) Transactions related to the grant of options to employees, directors, and non-employees under the above plans and non-plan options during the six-months period ended June 30, 2025, were as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  |  |  | Weighted |  | ​
​ | ​ | ​ | ​ | Weighted | ​ | average | ​ | ​
​ | ​ | ​ | ​ | average | ​ | remaining | ​ | Aggregate
​ | ​ | ​ | ​ | exercise | ​ | contractual | ​ | Intrinsic
​ | ​ | Number of | ​ | price | ​ | life | ​ | value
​ | ​ | options | ​ | $ | ​ | Years | ​ | $
Options outstanding at beginning of period |  | 10,222,749 | ​ | 2.78 | ​ | 8.55 | ​ | 9
Options granted |  | 1,360,950 | ​ | 0.77 | ​ | — | ​ | —
Options exercised |  | - | ​ | — | ​ | — | ​ | —
Options expired |  | (797,216) | ​ | 5.14 | ​ | — | ​ | —
Options forfeited |  | (1,227,965) | ​ | 1.50 | ​ | — | ​ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Options outstanding at end of period |  | 9,558,518 | ​ | 2.46 | ​ | 8.38 | ​ | 5
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Options vested and expected to vest at end of period |  | 7,484,313 | ​ | 2.50 | ​ | 8.31 | ​ | 3
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercisable at end of period |  | 3,935,650 | ​ | 4.29 | ​ | 7.19 | ​ | 4
​ The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price on the last day of the second quarter of 2025 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 June 30, 2025. This amount is impacted by the changes in the fair market value of the Common Stock. Transactions related to the grant of restricted shares to employees and directors under the above plans during the six-months period ended June 30, 2025, were as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Number of
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Restricted shares
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Restricted shares outstanding at beginning of year |  | ​ | ​ | ​ | ​ | ​ | ​ | 5,408,404
Restricted shares granted |  | ​ | ​ | ​ | ​ | ​ | ​ | 1,525,300
Restricted shares forfeited |  | ​ | ​ | ​ | ​ | ​ | ​ | (66,504)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Restricted shares outstanding at end of period |  | ​ | ​ | ​ | ​ | ​ | ​ | 6,867,200
​ As of June 30, 2025, the total unrecognized estimated compensation cost related to non-vested stock options and restricted shares granted prior to that date was $7,434, which is expected to be recognized over a weighted average period of approximately one (1.15) year. ​ NOTE 11: - STOCKHOLDERS’ EQUITY (Cont.) The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The fair value of the restricted shares vested during the six months period ended June 30, 2025 was $279. The following table presents the assumptions used to estimate the fair values of the options granted to employees, directors, and non-employees in the period presented: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six months ended |
​ | ​ | June 30, |
​ |  | 2025 | ​ | 2024 |
Volatility |  | 96.72-102.19 | % | 94.75-97.97 | %
Risk-free interest rate |  | 4.08-4.23 | % | 3.85-4.72 | %
Dividend yield |  | — | % | — | %
Expected life (years) |  | 5.00-5.87 | ​ | 5.00-5.87 | ​
​ The total compensation cost related to all of the Company’s stock-based awards recognized during the six-month periods ended June 30, 2025 and 2024 was comprised as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three months ended
​ | ​ | June 30,
​ |  | 2025 |  | 2024
Cost of revenues | ​ | $ | 6 | ​ | $ | 5
Research and development | ​ |  | 441 | ​ |  | 448
Sales and marketing | ​ |  | 583 | ​ |  | 1,650
General and administrative | ​ |  | 1,005 | ​ |  | 1,459
​ | ​ | ​ | ​ | ​ | ​ | ​
Total stock-based compensation expenses | ​ | $ | 2,035 | ​ | $ | 3,562
​ ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six months ended
​ | ​ | June 30,
​ |  | 2025 |  | 2024
Cost of revenues | ​ | $ | 16 | ​ | $ | 12
Research and development | ​ |  | 966 | ​ |  | 1,563
Sales and marketing | ​ |  | 1,398 | ​ |  | 3,406
General and administrative | ​ |  | 1,997 | ​ |  | 5,439
​ | ​ | ​ | ​ | ​ | ​ | ​
Total stock-based compensation expenses | ​ | $ | 4,377 | ​ | $ | 10,420
​

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