NOTE 12 – SHARE-BASED COMPENSATION

a) Equity Incentive Plan – general

As of December 31, 2024, 6,900,704 Ordinary Shares were authorized for issuance to employees, directors and consultants under the 2019 Equity Incentive Plan (the “2019 Plan”), of which 2,121,494 shares were available for future grant.

Options granted under the 2019 Plan generally expire ten years following the date of grant. Upon termination of an award recipient’s employment or other relationship with the Company, restricted shares and options cease vesting and unvested shares and options are forfeited. Forfeited shares and shares underlying forfeited or expired options become available for future grant under the 2019 Plan.

On February 15, 2024, the Board approved the extension of the term of the options to purchase Ordinary Shares that had been granted to serving directors, officers and employees of the Company during 2015 through 2019, so that such options shall expire on December 31, 2033. With respect to the Company’s directors and the CEO, the extension was approved by the Company’s shareholders on November 7, 2024. The Company recorded expenses of $564 thousand with respect to such option term extension.

b) Stock option information

The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model using the following assumptions during the periods indicated:

The following table contains additional information concerning options granted under the existing stock-option plan:

Following is a summary of changes in nonvested shares granted:

The weighted-average fair values at grant date of options granted during the years ended December 31, 2024, 2023 and 2022 were $2.27, $3.53 and $5.49, respectively.

The total unrecognized estimated compensation cost related to non-vested stock options granted until December 31, 2024 was $636 thousand, which is expected to be recognized over a weighted average period of 1.49 years.

c) Set forth below is data regarding the range of exercise prices and remaining contractual life (in years) for options outstanding at December 31, 2024:

The total intrinsic value of options exercised during 2024 was $0.

d) The following table contains information concerning restricted stock units granted under the existing equity incentive plans:

The Company estimates the fair value of restricted stock units based on the closing sales price of the Ordinary Shares on the date of grant (or the closing bid price if no sales were reported). For the years ended December 31, 2024, 2023 and 2022, the Company recognized $658 thousand, $481 thousand and $744 thousand, respectively, of share-based compensation expense related to restricted stock units. Total share-based compensation expense related to restricted stock units not yet recognized as of December 31, 2024 was $1,300 thousand, which is expected to be recognized over a weighted average period of 2 years.

e) The following table summarizes share-based compensation expenses related to grants under the 2019 Plan included in the statements of operations: