NOTE 7: SHAREHOLDERS’ EQUITY

a.Share option plans:

As of June 30, 2022, and December 31, 2021, the Company had reserved 364,701 and 233,957 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, 2022, and 2021.

A summary of employees and non-employees share options activity during the six months ended June 30, 2022, is as follows:

	Number			Average exercise price		Average remaining contractual life (in years)		Aggregate intrinsic value (in thousands)
Options outstanding as of December 31, 2021		61,832		$	38.34		4.55	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited		(17,838	)		31.13		-		-
Options outstanding as of June 30, 2022		43,994		$	41.27		4.89	$	-

Options exercisable as of June 30, 2022		41,638		$	43.28		4.79	$	-

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 three months ended June 30, 2022 and 2021.

The fair value of RSUs granted is determined based on the price of the Company's ordinary shares on the date of grant.

RSUs generally vest over four years, with certain RSUs to non-employee directors vesting quarterly over one year. Any RSUs that is canceled before the vesting becomes available for future grants under the 2014 Plan.

A summary of employees and non-employees RSUs activity during the six months ended June 30, 2022, is as follows:

	Number of shares underlying outstanding RSUs			Weighted average grant date fair value
Unvested RSUs as of January 1, 2022		1,356,284		$	1.61
Granted		97,735			1.14
Vested		(198,145	)		1.99
Forfeited		(210,641	)		1.53
Unvested RSUs as of June 30, 2022		1,045,233		$	1.51

The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2022, and 2021, was $1.14 and $1.75, respectively.

As of June 30, 2022, there were $1.3 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 2.5 years.

The number of options and RSUs outstanding as of June 30, 2022, is set forth below, with options separated by range of exercise price.

Range of exercise price	Options and RSUs outstanding as of June 30, 2022		Weighted average remaining contractual life (years) (1)		Options outstanding and exercisable as of June 30, 2022		Weighted average remaining contractual life (years) (1)
RSUs only		1,045,233		-		-		-
$5.37		12,425		6.75		10,095		6.75
$20.42 - $33.75		13,317		5.71		13,291		5.71
$37.14 - $38.75		8,946		1.48		8,946		1.48
$50 - $52.5		6,731		4.97		6,731		4.97
$182.5 - $524.25		2,575		3.35		2,575		3.35
		1,089,227		4.89		41,638		4.79


(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, 2022, there are no outstanding options or RSUs held by non-employee consultants.

c.Warrants to purchase ordinary shares:

The following table summarizes information about warrants outstanding and exercisable as of June 30, 2022:

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 $7.50 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited, or Kreos, in connection with a loan made by Kreos to us 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 us with or into, or the sale or license of all or substantially all the assets or shares of us to, any other entity or person, other than a wholly-owned subsidiary of us, 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, 2022.

	(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. During the year ended December 31, 2021, 3,740,100 warrants were exercised for total consideration of $4,675,125.

	(13)	Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering. During the year ended December 31, 2021, 230,160 warrants were exercised for total consideration of $359,625.

	(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. During the year ended December 31, 2021, 2,020,441 warrants were exercised for total consideration of $3,555,976.

	(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. During the year ended December 31, 2021, 3,598,072 warrants were exercised for total consideration of $4,821,416.

	(17)	Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement. During the year ended December 31, 2021, 225,981 warrants were exercised for total consideration of $405,003.

	(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 Company’s private placement offering in February 2021.

	(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.

d.Share-based compensation expense for employees and non-employees:

The Company recognized non-cash share-based compensation expense for employees and non-employees in the condensed consolidated statements of operations as follows (in thousands):

	Six Months Ended June 30,
	2022		2021
Cost of revenues	$	6	$	4
Research and development		33		14
Sales and marketing		96		77
General and administrative		191		273
Total	$	326	$	368

e.Equity raise:

1. Follow-on offerings and warrants exercise:

On February 19, 2021, the Company entered into a purchase agreement with certain institutional and other accredited investors for the issuance and sale of 10,921,502 ordinary shares, par value NIS 0.25 per share at $3.6625 per ordinary share and warrants to purchase up to an aggregate of 5,460,751 ordinary shares with an exercise price of $3.6 per share, exercisable from February 19, 2021 until August 26, 2026. Additionally, the Company issued warrants to purchase up to 655,290 ordinary shares, with an exercise price of $4.578125 per share, exercisable from February 19, 2021 until August 26, 2026, to certain representatives of H.C. Wainwright & Co., LLC (“H.C. Wainwright”) as compensation for its role as the placement agent in our February 2021 Offering.

On September 27, 2021, the Company signed a purchase agreement with certain institutional investors for the issuance and sale of 15,403,014 ordinary shares, par value NIS 0.25 per share, pre-funded warrants to purchase up to an aggregate of 610,504 ordinary shares and ordinary warrants to purchase up to an aggregate of 8,006,759 ordinary shares at an exercise price of $2.00 per share. The Pre-Funded Warrants have an exercise price of $0.001 per Ordinary Share and are immediately exercisable and can be exercised at any time after their original issuance until such pre-funded warrants are exercised in full. Each ordinary share was sold at an offering price of $2.035 and each pre-funded warrant was sold at an offering price of $2.034 (equal to the purchase price per ordinary share minus the exercise price of the pre-funded warrant). The offering of the ordinary shares, the pre-funded warrants and the ordinary shares that are issuable from time to time upon exercise of the pre-funded warrants was made pursuant to the Company’s shelf registration statement on Form S-3 initially filed with the Securities and Exchange Commission (“SEC”) on May 9, 2019, and declared effective by the SEC on May 23, 2019, and the ordinary warrants were issued in a concurrent private placement. The ordinary warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending five and one-half years from the date of issuance. All of the pre-funded warrants were exercised in full on September 27, 2021, and the offering closed on September 29, 2021. Additionally, the Company issued warrants to purchase up to 960,811 ordinary shares, with an exercise price of $2.5438 per share, exercisable from September 27, 2021, until September 27, 2026, to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in our September 2021 registered direct offering.

As of June 30, 2022, a total of 9,814,754 previously issued warrants with exercise prices ranging from $1.25 to $1.79 have been exercised for total gross proceeds of approximately $13.8 million.