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SHAREHOLDERS' EQUITY | 6 Months Ended
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Jun. 30, 2023
Equity [Abstract] |
SHAREHOLDERS' EQUITY | NOTE 7: SHAREHOLDERS’ EQUITY
| a. | Share option plans:
As of June 30, 2023, and December 31, 2022, the Company had reserved 1,617,255 and 2,934,679 ordinary shares, respectively, for issuance to the Company’s and its affiliates’ respective employees, directors, officers, and consultants pursuant to equity awards granted under the Company's 2014 Incentive Compensation Plan (the “2014 Plan”). Options to purchase ordinary shares generally vest over four years, with certain options to non-employee directors vesting quarterly over one year. Any option that is forfeited or canceled before expiration becomes available for future grants under the 2014 Plan. There were no options granted during the six months ended June 30, 2023 and 2022. The fair value of RSUs granted is determined based on the price of the Company's ordinary shares on the date of grant. A summary of employee share options activity during the six months ended June 30, 2023 is as follows:
|  | Number |  |  | Average exercise price |  |  | Average remaining contractual life (in years) |  |  | Aggregate intrinsic value (in thousands) |
Options outstanding as of December 31, 2022 |  |  | 43,994 |  |  | $ | 41.27 |  |  |  | 4.39 |  |  | $ | - |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Forfeited |  |  | (888 | ) |  |  | 36.99 |  |  |  | - |  |  |  | - |
Options outstanding as of June 30, 2023 |  |  | 43,106 |  |  | $ | 41.35 |  |  |  | 3.96 |  |  | $ | - |
Options exercisable as of June 30, 2023 |  |  | 43,106 |  |  | $ | 41.35 |  |  |  | 3.96 |  |  | $ | - |
The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders that hold options with positive intrinsic value exercised their options on the last date of the exercise period. No options were exercised during the six months ended June 30, 2023 and 2022. A summary of employees and non-employees RSUs activity during the six months ended June 30, 2023 is as follows:
|  | Number of shares underlying outstanding RSUs |  |  | Weighted average grant date fair value |
Unvested RSUs as of December 31, 2022 |  |  | 2,755,057 |  |  | $ | 1.16 |
Granted |  |  | 1,415,000 |  |  |  | 0.60 |
Vested |  |  | (345,240 | ) |  |  | 1.26 |
Forfeited |  |  | (96,688 | ) |  |  | 1.19 |
Unvested RSUs as of June 30, 2023 |  |  | 3,728,129 |  |  | $ | 0.92 |
The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2023, and 2022 was $0.60 and $1.14, respectively. As of June 30, 2023, there were $2.8 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Company's 2014 Plan. This cost is expected to be recognized over a period of approximately 3.3 years. The number of options and RSUs outstanding as of June 30, 2023 is set forth below, with options separated by range of exercise price.
Range of exercise price |  | Options and RSUs outstanding as of June 30, 2023 |  |  | Weighted average remaining contractual life (years) (1) |  |  | Options outstanding and exercisable as of June 30, 2023 |  |  | Weighted average remaining contractual life (years) (1) |
RSUs only |  |  | 3,728,129 |  |  |  | - |  |  |  | - |  |  |  | - |
$5.37 |  |  | 12,425 |  |  |  | 5.75 |  |  |  | 12,425 |  |  |  | 5.75 |
$20.42 - $33.75 |  |  | 13,285 |  |  |  | 4.73 |  |  |  | 13,285 |  |  |  | 4.73 |
$37.14 - $38.75 |  |  | 8,090 |  |  |  | 0.48 |  |  |  | 8,090 |  |  |  | 0.48 |
$50 - $52.50 |  |  | 6,731 |  |  |  | 3.97 |  |  |  | 6,731 |  |  |  | 3.97 |
$182.5 - $524 |  |  | 2,575 |  |  |  | 2.35 |  |  |  | 2,575 |  |  |  | 2.35 |
|  |  | 3,771,235 |  |  |  | 3.96 |  |  |  | 43,106 |  |  |  | 3.96 |
| (1) | Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term.
| b. | Share-based awards to non-employee consultants:
As of June 30, 2023, there are no outstanding options or RSUs held by non-employee consultants.
| c. | Treasury shares:
On June 2, 2022, the Company’s Board of Directors approved a share repurchase program to repurchase up to $8.0 million of its Ordinary Shares, par value NIS 0.25 per share. On July 21, 2022, the Company received approval from an Israeli court for the share repurchase program. The program was scheduled to expire on the earlier of January 20, 2023, or reaching $8.0 million of repurchases. On December 22, 2022, the Company’s Board of Directors approved an extension of the repurchase program, with such extension to be in the aggregate amount of up to $5.8 million. The extension was approved by an Israeli court on February 9, 2023, and it expired on August 9, 2023. As of June 30, 2023, pursuant to the Company’s share repurchase program, the Company had repurchased a total of 4,022,607 of its outstanding ordinary shares at a total cost of $3.5 million.
| d. | Warrants to purchase ordinary shares:
The following table summarizes information about warrants outstanding and exercisable that were classified as equity as of June 30, 2023:
Issuance date |  | Warrants outstanding |  |  | Exercise price per warrant |  |  | Warrants outstanding and exercisable |  | Contractual term
|  | (number) |  |  |  |  |  | (number) |  |
December 31, 2015 (1) |  |  | 4,771 |  |  | $ | 7.500 |  |  |  | 4,771 |  | See footnote (1)
December 28, 2016 (2) |  |  | 1,908 |  |  | $ | 7.500 |  |  |  | 1,908 |  | See footnote (1)
November 20, 2018 (3) |  |  | 126,839 |  |  | $ | 7.500 |  |  |  | 126,839 |  | November 20, 2023
November 20, 2018 (4) |  |  | 106,680 |  |  | $ | 9.375 |  |  |  | 106,680 |  | November 15, 2023
February 25, 2019 (5) |  |  | 45,600 |  |  | $ | 7.187 |  |  |  | 45,600 |  | February 21, 2024
April 5, 2019 (6) |  |  | 408,457 |  |  | $ | 5.140 |  |  |  | 408,457 |  | October 7, 2024
April 5, 2019 (7) |  |  | 49,015 |  |  | $ | 6.503 |  |  |  | 49,015 |  | April 3, 2024
June 5, 2019, and June 6, 2019 (8) |  |  | 1,464,665 |  |  | $ | 7.500 |  |  |  | 1,464,665 |  | June 5, 2024
June 5, 2019 (9) |  |  | 87,880 |  |  | $ | 9.375 |  |  |  | 87,880 |  | June 5, 2024
June 12, 2019 (10) |  |  | 416,667 |  |  | $ | 6.000 |  |  |  | 416,667 |  | December 12, 2024
June 10, 2019 (11) |  |  | 50,000 |  |  | $ | 7.500 |  |  |  | 50,000 |  | June 10, 2024
February 10, 2020 (12) |  |  | 28,400 |  |  | $ | 1.250 |  |  |  | 28,400 |  | February 10, 2025
February 10, 2020 (13) |  |  | 105,840 |  |  | $ | 1.563 |  |  |  | 105,840 |  | February 10, 2025
July 6, 2020 (14) |  |  | 448,698 |  |  | $ | 1.760 |  |  |  | 448,698 |  | January 2, 2026
July 6, 2020 (15) |  |  | 296,297 |  |  | $ | 2.278 |  |  |  | 296,297 |  | January 2, 2026
December 8, 2020 (16) |  |  | 586,760 |  |  | $ | 1.340 |  |  |  | 586,760 |  | June 8, 2026
December 8, 2020 (17) |  |  | 108,806 |  |  | $ | 1.792 |  |  |  | 108,806 |  | June 8, 2026
February 26, 2021 (18) |  |  | 5,460,751 |  |  | $ | 3.600 |  |  |  | 5,460,751 |  | August 26, 2026
February 26, 2021 (19) |  |  | 655,290 |  |  | $ | 4.578 |  |  |  | 655,290 |  | August 26, 2026
September 29, 2021 (20) |  |  | 8,006,759 |  |  | $ | 2.000 |  |  |  | 8,006,759 |  | March 29, 2027
September 29, 2021 (21) |  |  | 960,811 |  |  | $ | 2.544 |  |  |  | 960,811 |  | September 27, 2026
|  |  | 19,420,894 |  |  |  |  |  |  |  | 19,420,894 |  |
(1) | Represents warrants for ordinary shares issuable upon an exercise price of $7.500 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited (“Kreos”) in connection with a loan made by Kreos to the Company and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of the Company with or into, or the sale or license of all or substantially all the assets or shares of the Company to, any other entity or person, other than a wholly owned subsidiary of the Company, excluding any transaction in which the Company’s shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. None of these warrants had been exercised as of June 30, 2023.
(2) | Represents common warrants that were issued as part of the $8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote 1 for exercisability terms.
(3) | Represents common warrants that were issued as part of the Company’s follow-on public offering in November 2018.
(4) | Represents common warrants that were issued to the underwriters as compensation for their role in the Company’s follow-on public offering in November 2018.
(5) | Represents warrants that were issued to the exclusive placement agent as compensation for its role in the Company’s follow-on public offering in February 2019.
(6) | Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in April 2019.
(7) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s April 2019 registered direct offering.
(8) | Represents warrants that were issued to certain institutional investors in a warrant exercise agreement on June 5, 2019, and June 6, 2019, respectively.
(9) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s June 2019 warrant exercise agreement and concurrent private placement of warrants.
(10) | Represents warrants that were issued to certain institutional investors in a warrant exercise agreement in June 2019.
(11) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s June 2019 registered direct offering and concurrent private placement of warrants.
(12) | Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s best efforts offering of ordinary shares in February 2020. As of June 30, 2023, 3,740,100 warrants were exercised for total consideration of $4,675,125. During the three months that ended June 30, 2023, no warrants were exercised.
(13) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering. As of June 30, 2023, 230,160 warrants were exercised for total consideration of $359,625. During the three months that ended June 30, 2023, no warrants were exercised.
(14) | Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in July 2020. As of June 30, 2023, 2,020,441 warrants were exercised for total consideration of $3,555,976. During the three months that ended June 30, 2023, no warrants were exercised.
(15) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s July 2020 registered direct offering.
(16) | Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in December 2020. As of June 30, 2023, 3,598,072 warrants were exercised for total consideration of $4,821,416. During the three months that ended June 30, 2023, no warrants were exercised.
(17) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement. As of June 30, 2023, 225,981 warrants were exercised for total consideration of $405,003. During the three months that ended June 30, 2023, no warrants were exercised.
(18) | Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in February 2021.
(19) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2021 private placement.
(20) | Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in September 2021.
(21) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering.
| e. | Share-based compensation expense for employees and non-employees:
The Company recognized non-cash share-based compensation expense for both employees and non-employees in the condensed consolidated statements of operations as follows (in thousands):
|  | Six Months Ended June 30, |
|  | 2023 |  |  | 2022 |
Cost of revenues |  | $ | 1 |  |  | $ | 6 |
Research and development, net |  |  | 66 |  |  |  | 33 |
Sales and marketing |  |  | 164 |  |  |  | 96 |
General and administrative |  |  | 391 |  |  |  | 191 |
Total |  | $ | 622 |  |  | $ | 326 |

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