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SHARE BASED PAYMENTS
9 Months Ended
Sep. 30, 2022
SHARE BASED PAYMENTS  
SHARE BASED PAYMENTS

NOTE 5 – SHARE BASED PAYMENTS:

a.Share Based Payments

In February 2022, the Company granted to H.C. Wainwright & Co. the underwriter of the IPO, 128,000 fully vested warrants upon the IPO, exercisable into common stock with an exercise price of $6.25 per share for 5 years after the grant date. The 128,000 fully vested warrants have an estimated value (based on Black-Scholes model) of approximately $458,000 and were recognized as a reduction from gross proceeds of the IPO. No warrants have been exercised as of September 30, 2022.

The following table summarizes assumptions used for the Black-Scholes model at the grant date:

Risk-free interest rate

    

1.78

%

Common share price

$

5.00

Expected dividend yield

 

Expected term (in years)

 

5

Expected volatility

 

99

%

In July 2022, the Company granted to H.C. Wainwright & Co. the private placement agent of July Private Placement, 115,481 warrants which become exercisable any time between January 23, 2023 and January 29, 2026, exercisable into common stock with an exercise price of $10.31 per share. The 115,481 warrants have an estimated value (based on Black-Scholes model) of approximately $618,000. No warrants have been exercised as of September 30, 2022.

The following table summarizes assumptions used for the Black-Scholes model at the grant date:

Risk-free interest rate

    

2.86

%

Common share price

$

9.26

Expected dividend yield

 

0

Expected term (in years)

 

3.5

Expected volatility

 

86.06

%

Volatility was estimated based on the historic volatility of comparable public companies.

b.2021 Global Equity Incentive Plan

In May 2021, the Company’s board of directors approved a global equity incentive plan (hereafter — “Incentive Plan”), in which the Company has reserved a total amount of 408,486 common stock for issuance in connection with the Incentive Plan. In February 2022, the Company’s board of directors approved an increase to total shares under the incentive plan to 1,500,000.

On April 1, 2022, the Company granted Directors Hoberman, Oliviero and Kaplan 15,000 options each, to purchase common stock at the closing price on the day of the grant. The options to the directors vest over three years with 1/3 vesting on each anniversary of the date of the grant. The fair value of these options was determined to be $0.3 million.

The following table summarizes assumptions used for the Black-Scholes model at the grant date:

Risk-free interest rate

    

2.39

%

Common share price

$

7.02

Expected dividend yield

 

Expected term (in years)

 

10

Expected volatility

 

89

%

The following table summarizes the Company’s stock option activity in the Incentive Plan for the nine months ended September 30, 2022:

    

    

    

Weighted

    

Number of

Weighted average

average

Aggregated

shares under

Exercise price per

remaining

Intrinsic value

option

Option

life

(in thousands)

Balance, December 31, 2021

226,590

3.05

9.07

492

Granted

 

85,000

 

7.25

 

  

 

  

Exercised

 

 

 

  

 

  

Forfeited

 

 

 

  

 

  

Outstanding – September 30, 2022

 

311,590

 

4.20

 

9.04

 

920

Exercisable – September 30, 2022

 

75,530

 

3.05

 

8.85

 

  

Expected to vest – September 30, 2022

 

311,590

 

4.20

 

9.04

 

920

As of September 30, 2022, there was $0.7 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.07 years.

Restricted Stock Units

Restricted stock units (“RSUs”) have been granted to employees. The value of an RSU award is based on the Company’s stock price on the date of grant. The shares underlying the RSU awards are not issued until the RSUs vest.

Upon vesting, each RSU converts into one share of the Company’s common stock. The Company granted RSUs pursuant to the Incentive Plan.

On April 1, 2022, the Company issued 120,000 RSUs to Mr. Ron Bentsur and 60,000 RSUs each to Dr. Enrique Poradosu and Mr. Shay Shemesh. All RSUs granted to these founders of the Company vest over three years with 1/3 vesting on each anniversary of the date of the grant.  The fair value of these RSUs was determined to be $1.7 million.

The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2022, as described above from the Incentive Plan:

    

Number of

    

Weighted

    

Weighted average

    

Aggregated

shares under

average grant

contractual term

Intrinsic value

option

date fair value

(in years)

(in thousands)

Balance, December 31, 2021

47,580

2.49

2.72

114

Granted

 

307,100

 

7.63

 

  

 

  

Vested

 

5,200

 

3.05

 

  

 

  

Outstanding – September 30, 2022

 

349,480

 

7.00

 

2.45

 

2,761

Expected to vest – September 30, 2022

 

344,280

 

7.00

 

2.45

 

2,761

As of September 30, 2022, there was $1.8 million of total unrecognized compensation cost related to RSUs expected to be recognized over a weighted average period of 2.45 years.

The RSUs granted during the quarter vest over three years with 1/3 vesting on each anniversary date of the grant.

On July 27, 2021, Mr. Ron Bentsur, Dr. Enrique Poradosu, and Mr. Shay Shemesh were granted 96,759 RSUs, 48,399  RSUs and 48,399 RSUs, respectively, which were not part of the Incentive Plan and excluded from the table above.  On July 1, 2022 the vesting of these grants was extended to January 1, 2023.

Share Compensation Expense

For the three months ended September 30, 2022, the Company recognized expenses of $0.2 million as part of general and administrative expenses and $0.3 million as part of research and development expenses. For the three months ended September 30, 2021, the Company recognized expenses of $0.9 million as part of general and administrative expenses and $0.7 million as part of research and development expenses. For the nine months ended September 30, 2022, the Company recognized expenses of $0.6 million as part of general and administrative expenses and $0.6 million as part of research and development expenses. For the nine months ended September 30, 2021, the Company recognized expenses of $0.9 million as part of general and administrative expenses and $0.7 million as part of research and development expenses.