SHARE-BASED PAYMENT TRANSACTIONS |
NOTE
19:- |
SHARE-BASED
PAYMENT TRANSACTIONS |
|
a. |
The
cost of share-based payment recognized in the financial statements: |
The expenses due to share-based compensation
for the years ended December 31, 2024, 2023 and 2022, recognized in the financial statements in respect of the share option plan of the
Company is shown in the following table, detailed by departments:
|
|
Year
ended December 31, |
|
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
Research
and development expenses |
|
$ |
45 |
|
|
$ |
34 |
|
|
$ |
264 |
|
General
and administrative expenses |
|
|
524 |
|
|
|
162 |
|
|
|
633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
569 |
|
|
$ |
196 |
|
|
$ |
897 |
|
|
1. |
The
2005 and 2015 ESOP and 2023 Plan of the Company: |
On December 28, 2023, the Board adopted
an additional new plan, the 2023 Share Incentive Plan (the “2023 Plan”).
The
Company no longer grants any awards under the 2015 ESOP as it was superseded by the 2023 Plan, although previously granted awards under
the 2015 ESOP remain outstanding and subject to the 2015 ESOP. Under the 2023 Plan, the Company may grant its employees and other
service providers equity-based incentive awards (“Share Options”).
On December 28, 2023, the Board approved
to reserve for issuance under the 2023 Plan 1,000,0000 Ordinary Shares.
| 2. | On January 3, 2022 (the “2022 Grant Date”), the Board approved the grant of 6,851 Share Options under the 2015 ESOP to directors, officers, employees and consultants, some of which required the approval of the general meeting of the Company’s shareholders (the “2022 General Meeting”), which occurred on February 10, 2022. The date of commencement for all Share Options granted, the date on which the vesting started, was the 2022 Grant Date. The exercise price was set at $169 per Share Option. |
The fair value for Share Options
granted to the consultant was estimated using the Black-Scholes OPM with the following parameters:
|
|
February 10,
2022 |
|
|
January
3,
2022 |
|
Underlying
ordinary share price |
|
|
129.74 |
|
|
|
174.98 |
|
Dividend
yield (%) |
|
|
0 |
|
|
|
0 |
|
Expected
volatility (%) |
|
|
133 |
|
|
|
134 |
|
Risk-free
interest rate (%) |
|
|
2.00 |
|
|
|
1.46 |
|
Expected
life of Share Options (years) |
|
|
6 |
|
|
|
6 |
|
The fair value of the Share Options
granted on January 3, 2022, was set at $158.34 per Share Option, and the fair value of the Share Options granted on February 10, 2022,
was set at $114.66 per Share Option. The Share Option vesting period was set to commence retroactively from April 21, 2021, and end at
April 21, 2024.
During the year ended December 31,
2024, share-based compensation in respect of Share Options of $7 was charged to the consolidated statements of comprehensive loss.
| 3. | During the year ended December 31, 2024, the Company issued consultants 646,179 ordinary shares in respect of services rendered. The shares were granted at a discount rate of 25% to the share price quoted on the date of each grant. The total fair value of the ordinary shares granted to consultants was $105. |
|
b. |
Movement
during the year: |
| 1. | The following table lists the number of Share Options, the weighted average exercise prices of Share Options and changes in directors (and former directors), officers, employees and consultants Share Options during the years ended on December 31, 2024, and 2023: |
| |
Number
of Share Options | | |
Weighted
average exercise price | |
| |
| | |
USD | |
2024: | |
| | |
| |
Share
Options outstanding at the beginning of the year | |
| 7,013 | | |
| 166.28 | |
| |
| | | |
| | |
Share
Options outstanding at the end of the year | |
| 6,802 | | |
| 350.23 | |
| |
| | | |
| | |
Share
Options exercisable at the end of the year | |
| 6,802 | | |
| 350.23 | |
| |
| | | |
| | |
2023: | |
| | | |
| | |
Share Options outstanding
at the beginning of the year | |
| 7,060 | | |
| 166.14 | |
Share
Options cancelled during the year | |
| (47 | ) | |
| 144.55 | |
| |
| | | |
| | |
Share
Options outstanding at the end of the year | |
| 7,013 | | |
| 166.28 | |
| |
| | | |
| | |
Share
Options exercisable at the end of the year | |
| 5,869 | | |
| 165.58 | |
| 2. | The weighted average remaining contractual life of the Share Options outstanding was 2.99 years and 4.03 years as of December 31, 2024, and 2023, respectively. |
| 3. | The range of exercise prices of Share Options outstanding at the end of the year was $169 - $21,179 (inclusive) as of December 31, 2024, and 2023, respectively. |
| c. | Restricted
Share Units: |
| 1 | On June 20, 2024, the Company granted 530,000 Restricted Share Units (“RSUs”) to directors and officers, pursuant to the Company’s RSU Plan. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 530,000 ordinary shares of the Company. The RSUs vest on a quarterly basis over a period of two years, commencing on June 20, 2024. The fair value of the RSUs was established using the quoted share price of the Company on June 20, 2024, which was $0.893. |
| 2 | On August 8, 2024, the Company granted 530,000RSUs to directors and officers, pursuant to the Company’s RSU Plan. The RSUs will vest at each recipient’s discretion and taking into account personal tax implications and convert into 530,000 ordinary shares of the Company. The RSUs vest on a quarterly basis over a period of two years, commencing on June 20, 2024. The fair value of the RSUs was established using the quoted share price of the Company on August 8, 2024, which was $0.316. |
RSU transactions for the year ended
December 31, 2024, and for the year ended December 31, 2023, are as follows:
| |
Number | |
Balance, January 1, 2024 | |
| - | |
RSUs granted | |
| 1,060,000 | |
Expiry of RSUs | |
| - | |
Exercise of RSUs | |
| - | |
Balance, December 31, 2024 | |
| 1,060,000 | |
Total exercisable RSUs as of December
31, 2024, are 265,000. During the year ended December 31, 2024, share-based compensation in respect of RSUs of $456 was charged to the
Consolidated Statements of Comprehensive Loss.
|