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Share-Based Payment Arrangements

12 Months Ended

Dec. 31, 2024

Share-based Payment Arrangements [Abstract]

Note 10 - Share-based Payment Arrangements

On August 15, 2024, the board of directors of the Company granted 3,150 thousand options (to purchase the equivalent of 15,750 ADSs) and 3,150 thousand RSUs (equivalent to 15,750 ADSs) to employees. The options have an exercise price of USD 0.037 per one ordinary share. The options and RSUs will vest over 3 years from the date of grant. The options are exercisable for 5 years from grant date. The fair value of these options and RSUs as of the grant date was measured at USD 190 thousand.

On March 2, 2023, the board of directors of the Company granted 45 thousand options (to purchase the equivalent of 225 ADSs) and 45 thousand RSUs (equivalent to 225 ADSs) to an employee. The options have an exercise price of USD 0.198 per one ordinary share. The options and RSUs will vest over 3 years from the date of grant. The options are exercisable for 5 years from grant date. The fair value of these options and RSUs as of the grant date was measured at USD 16 thousand.

On April 24, 2023, the board of directors of the Company granted 2,732 thousand options (to purchase the equivalent of 14 thousand ADSs) and 2,732 thousand RSUs (equivalent to 14 thousand ADSs) to the Board members, subject to the approval of the shareholders, and to employees. The options have an exercise price of USD 0.190 per one ordinary share. The options and RSUs will vest over 3 years from the date of grant. The options are exercisable for 5 years from grant date. The fair value of these options and RSUs as of the grant date was measured at USD 729 thousand. The board members grant was approved by the shareholders on June 15, 2023.

On October 31, 2022, the board of directors of the Company granted 750 thousand options and 750 thousand RSUs to an employee. The options have an exercise price of USD 0.208 per one ordinary share. The options and RSUs will vest over 3 years from the date of grant. The options are exercisable for 5 years from grant date. The fair value of these options and RSUs as of the grant date was measured at USD 267 thousand.

On July 11, 2022, the board of directors of the Company granted 3,750 thousand options and 150 thousand RSUs to the new CEO, subject to approval in the annual general meeting. The options have an exercise price of USD 0.245 per one ordinary share. The options and RSUs will vest over 3 years from the date of grant. The options are exercisable for 5 years from grant date. The fair value of these options and RSUs as of the grant date was measured at USD 591 thousand. This grant was approved by the shareholders on August 25, 2022.

On May 23, 2022, the board of directors of the Company granted 6,635 thousand options and 5,885 thousand RSUs to officers and employees. The options have an exercise price of USD 0.304 per one ordinary share, and for certain employee and consultant USD 0.276 per one ordinary share eligible as from June 23, 2022. The options and RSUs will vest over 3 years from the date of grant. The options are exercisable for 5 years from grant date. The fair value of these options and RSUs as of the grant date was measured at USD 3,237 thousand.

B.	The number and weighted average exercise prices (in USD) of share options are as follows:

	Weighted average exercise price						Number of options
	2024		2023		2022		2024			2023			2022
Outstanding on January 1		0.46		0.52		0.97		19,218,783			18,468,235			7,751,303
Expired and forfeited during the year		0.84		0.54		0.82		(2,004,460	)		(2,026,452	)		(418,068	)
Granted during the year		0.037		0.19		0.28		3,150,000			2,777,000			11,135,000
Outstanding on December 31		0.36		0.46		0.52		20,364,323			19,218,783			18,468,235
Exercisable on December 31		0.45		0.62		0.97		14,420,406			10,923,032			6,144,318

The exercise price is denominated in NIS and is re-measured using historic exchange rates. Options are exercisable to shares, each ADS represent 200 shares.

The options outstanding at December 31, 2024 had an exercise price of USD 0.037- USD 6 (2023 - USD 0.190- USD 6, 2022 -USD 0.208- USD 6), and weighted average contractual life of 2.51 years (2023 – 3.10 years, 2022 – 3.87 years).

C.	The number of RSUs are as follows:

	Number of RSUs
	2024			2023
Outstanding at January 1		5,770,750			7,857,917
Granted during the year		3,150,000			2,777,000
Forfeited during the year		(859,584	)		(1,187,292	)
Vested during the year		(3,142,249	)		(3,676,875	)
Outstanding at December 31		4,918,917			5,770,750

Each RSU is convertible to one share, each ADS represent 200 shares.

The fair value of the Company’s share options granted to employees, directors and consultants, where fair value of service was not measurable, was measured using the binominal model, using the fair value of the traded warrants with similar terms, making certain adjustments to reflect the specific terms of the options based on the expected duration.

E.	The following assumptions were used:

	2024			2023
Share Price - USD		0.036			0.160-0.226
Exercise price - USD		0.037			0.19 -0.2
Expected volatility (%)		95.93			93.54-96.04
Expected duration (years)		2-2.8			2-5
Dividend yield (%)		-			-
Risk free rate interest rate (%)		3.88	%		3.56%-4.31%

F.	Expenses recognized in the consolidated financial statements:

	For the year ended December 31,
	2024		2023		2022
	USD thousands
Research and development expenses		117		768		768
General and administrative expenses		465		1,107		1,644

Total share-based expense recognized		582		1,875		2,412