| STOCK-BASED COMPENSATION |
NOTE
15 – STOCK-BASED COMPENSATION
| a. | Global
Share Incentive Plan |
The
Company’s stockholders have approved the 2017 Equity Incentive Plan (the “2017 Plan”) under which, the Company had
reserved a pool of 1,200,000 shares of the Company’s common stock, which may be issued at the discretion of the Company’s
board of directors from time to time. Under this Plan, each option is exercisable into one share of common stock of the Company. The
options may be exercised after vesting and in accordance with the vesting schedule that will be determined by the Company’s board
of directors for each grant. The maximum contractual life term of the options is 10 years. As of December 31, 2024, total options available
for grants under this plan are 841,019.
On
May 23, 2012, the Company’s board of directors adopted the Global Share Incentive Plan 2012 (the “2012 Plan”) under
which, the Company had reserved a pool of 100,000 shares of the Company’s common stock, which may be issued at the discretion of
the Company’s board of directors from time to time. Under this plan, each option is exercisable into one share of common stock
of the Company. The options may be exercised after vesting and in accordance with the vesting schedule that will be determined by the
Company’s board of directors for each grant. The maximum contractual life term of the options is 10 years. As of December 31, 2024,
total options available for grants under this plan are 76,982.
| b. | Options
Granted to Employees and Directors |
Below
is a table summarizing all of the options grants to employees and Directors made during the years ended December 31, 2024, and December
31, 2023:
SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES
| | |
Year
Ended | |
No.
of options granted | | |
Exercise
price | | |
Vesting
period | |
Fair
value at grant (in
thousands) | | |
Expiration
period |
| Employees | |
December
31, 2024 | |
| 61,100 | | |
$ | 5-$6.4 | | |
67% vested quarterly over
a period of two years, with the remaining amount vested quarterly over four years. | |
$ | 260 | | |
10 years |
| | |
| |
| | | |
| | | |
| |
| | | |
|
| Directors | |
December 31, 2024 | |
| 76,522 | | |
$ | 0.98-$10.3 | | |
4% annually over a period of three
years, 84% vests immediately, and 12% vests on the one-year anniversary. | |
$ | 412 | | |
10 years |
| | |
| |
| | | |
| | | |
| |
| | | |
|
| Employees | |
December 31, 2023 | |
| 31,800 | | |
$ | 4.5-$13.6 | | |
51% Quarterly over a period of two years
and the rest quarterly over a period of four years | |
| 148 | | |
10 years |
| | |
| |
| | | |
| | | |
| |
| | | |
|
| Directors | |
December 31,2023 | |
| 8,465 | | |
$ | 4.5 | | |
On the one-year anniversary | |
$ | 26 | | |
10 years |
The
fair value of each stock option grant is estimated at the date of grant using a Black Scholes option pricing model. The volatility is
based on the historical volatility of the Company, by statistical analysis of the weekly share price for past periods based on expected
term. The expected option term is calculated using the simplified method, as the Company concludes that its historical share option
exercise experience does not provide a reasonable basis to estimate its expected option term. The fair value of each option grant is
based on the following assumptions:
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS
| | |
Years
Ended December 31, | |
| | |
2024 | | |
2023 | |
| Value of one common share | |
$ | 0.98-$10.3 | | |
$ | 4.5-$13.6 | |
| Dividend yield | |
| 0 | % | |
| 0 | % |
| Expected stock price volatility | |
| 79%-110 | % | |
| 70%-80 | % |
| Risk free interest rate | |
| 3.86%-4.49 | % | |
| 3.9%-4.28 | % |
| Expected term (years) | |
| 2.5-6.06 | | |
| 5.5-6.06 | |
A
summary of the Company’s stock options granted to employees and directors as of December 31, 2024 and December 31, 2023 is presented
below:
SCHEDULE OF STOCK OPTIONS ACTIVITY
| | |
Years
Ended December 31 | |
| | |
2024 | | |
2023 | |
| | |
Number
of Options | | |
Weighted Average Exercise
Price $ | | |
Number
of Options | | |
Weighted Average Exercise Price $ | |
| Options outstanding at the beginning
of the period | |
| 302,727 | | |
| 38.9 | | |
| 303,527 | | |
| 41.7 | |
| Changes during the period: | |
| | | |
| | | |
| | | |
| | |
| Granted | |
| 137,622 | | |
| 6.75 | | |
| 40,265 | | |
| 6.4 | |
| Exercised* | |
| (25,519 | ) | |
| 0.50 | | |
| - | | |
| - | |
| Expired | |
| (29,059 | ) | |
| 36.72 | | |
| (17,884 | ) | |
| 49.2 | |
| Forfeited | |
| (14,732 | ) | |
| 9.58 | | |
| (23,181 | ) | |
| 10.4 | |
| Options outstanding
at end of the period | |
| 371,039 | | |
| 30.97 | | |
| 302,727 | | |
| 38.9 | |
| Options exercisable
at end of the period | |
| 321,651 | | |
| 35.00 | | |
| 274,038 | | |
| 41.8 | |
| * | During the year
ended December 31, 2024, the Company received $13 thousand from the exercise of employee options for the purchase of 25,519 shares of
the Company’s Common Stock at a weighted average price of $0.50. |
The
following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as
of December 31, 2024 (in thousands, except per share data):
SCHEDULE OF STOCK OPTIONS EXERCISABLE
Exercise Price $ | | |
Number
of Outstanding Options | | |
Weighted
Average Remaining Contractual Life | | |
Aggregate Intrinsic Value $ | | |
Number
of Exercisable Options | | |
Aggregate Exercisable Options Value
$ | |
| | | |
| | |
| | |
(in thousands) | | |
| | |
(in thousands) | |
| | 0.98 | | |
| 7,585 | | |
| 9.95 | | |
| 7 | | |
| - | | |
| - | |
| | 4.5 | | |
| 9,161 | | |
| 8.91 | | |
| - | | |
| 6,161 | | |
| 28 | |
| | 5 | | |
| 17,500 | | |
| 8.01 | | |
| - | | |
| 8,750 | | |
| 44 | |
| | 6.3 | | |
| 21,250 | | |
| 9.52 | | |
| - | | |
| 3,750 | | |
| 24 | |
| | 6.4 | | |
| 50,684 | | |
| 9.42 | | |
| - | | |
| 37,522 | | |
| 240 | |
| | 6.5 | | |
| 625 | | |
| 9.52 | | |
| - | | |
| - | | |
| - | |
| | 10.3 | | |
| 32,281 | | |
| 9.56 | | |
| - | | |
| 32,281 | | |
| 332 | |
| | 13.6 | | |
| 2,434 | | |
| 7.11 | | |
| - | | |
| 1,922 | | |
| 26 | |
| | 18.6 | | |
| 8,465 | | |
| 3.22 | | |
| - | | |
| 8,465 | | |
| 157 | |
| | 20 | | |
| 27,653 | | |
| 6.16 | | |
| - | | |
| 29,400 | | |
| 588 | |
| | 20.1 | | |
| 4,700 | | |
| 4.25 | | |
| - | | |
| 4,700 | | |
| 94 | |
| | 28.9 | | |
| 8,465 | | |
| 2.85 | | |
| - | | |
| 8,465 | | |
| 245 | |
| | 29.6 | | |
| 2,800 | | |
| 6.08 | | |
| - | | |
| 2,800 | | |
| 83 | |
| | 29.9 | | |
| 34,945 | | |
| 4.07 | | |
| - | | |
| 34,945 | | |
| 1,045 | |
| | 31.4 | | |
| 250 | | |
| 4.90 | | |
| - | | |
| 250 | | |
| 8 | |
| | 45 | | |
| 2,000 | | |
| 4.37 | | |
| - | | |
| 2,000 | | |
| 90 | |
| | 46 | | |
| 13,080 | | |
| 4.01 | | |
| - | | |
| 13,080 | | |
| 602 | |
| | 47 | | |
| 625 | | |
| 0.49 | | |
| - | | |
| 625 | | |
| 29 | |
| | 48 | | |
| 46,662 | | |
| 1.45 | | |
| - | | |
| 46,662 | | |
| 2,240 | |
| | 50.2 | | |
| 2,100 | | |
| 3.41 | | |
| - | | |
| 2,100 | | |
| 105 | |
| | 50.7 | | |
| 4,950 | | |
| 2.45 | | |
| - | | |
| 4,950 | | |
| 251 | |
| | 51 | | |
| 2,087 | | |
| 5.17 | | |
| - | | |
| 2,087 | | |
| 106 | |
| | 51.2 | | |
| 7,550 | | |
| 5.11 | | |
| - | | |
| 7,550 | | |
| 387 | |
| | 59.9 | | |
| 27,155 | | |
| 3.02 | | |
| - | | |
| 27,154 | | |
| 1,626 | |
| | 68.4 | | |
| 1,200 | | |
| 5.38 | | |
| - | | |
| 1,200 | | |
| 82 | |
| | 72 | | |
| 8,333 | | |
| 2.43 | | |
| - | | |
| 8,333 | | |
| 600 | |
| | 83.6 | | |
| 24,999 | | |
| 3.49 | | |
| - | | |
| 24,999 | | |
| 2,090 | |
| | 89.1 | | |
| 1,500 | | |
| 3.46 | | |
| - | | |
| 1,500 | | |
| 134 | |
| | | | |
| 371,039 | | |
| 5.69 | | |
| 7 | | |
| 321,651 | | |
| 11,256 | |
Costs
incurred with respect to stock-based compensation for employees and directors for the years ended December 31, 2024 and December 31,
2023 were $ 640 thousand and $485 thousand, respectively. As of December 31, 2024, there was $ 177 thousand of unrecognized compensation
costs related to non-vested employees and directors stock options, to be recorded over the next 3.5 years.
| c. |
Options Granted to Consultants
and service providers |
Below
is a table summarizing all the compensation granted to consultants and service providers during the years ended December 31, 2024 and
December 31, 2023:
SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS
| | |
Year
of grant | |
No.
of options granted | | |
Exercise
price | | |
Vesting
period | |
Fair
value at grant (in thousands) | | |
Expiration
period |
| Non-employees | |
2024 | |
| 1,500 | | |
$ | 6.7-$6.7 | | |
Quarterly over a period of two
years | |
$ | 9 | | |
10 years |
| Non-employees | |
2023 | |
| 833 | | |
$ | 13.6 | | |
Annually over a period of five years | |
$ | 9 | | |
10 years |
The
fair value of options granted during 2024 and
2023 to consultants and service providers, was computed using the Black-Scholes model. The
fair value of each stock option grant is estimated at the date of grant using a Black Scholes option pricing model. The volatility is
based on the historical volatility of the Company, by statistical analysis of the weekly share price for past periods based on the expected
term period, the expected term is the contractual term of each grant. The underlying data used
for computing the fair value of the options are as follows:
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS
| | |
Years
Ended December 31, | |
| | |
2024 | | |
2023 | |
| Value of one common share | |
$ | 6.7 | | |
$ | 13.6 | |
| Dividend yield | |
| 0 | % | |
| 0 | % |
| Expected stock price volatility | |
| 87 | % | |
| 80 | % |
| Risk free interest rate | |
| 3.71%-3.76 | % | |
| 4.07 | % |
| Expected term (years) | |
| 10 | | |
| 10 | |
A
summary of the Company’s stock options granted to consultants and service providers as of December 31, 2024, and December 31, 2023
is presented below:
SCHEDULE OF STOCK OPTIONS ACTIVITY
| | |
Years
Ended December 31, | |
| | |
2024 | | |
2023 | |
| | |
Number
of Options | | |
Weighted Average Exercise Price $ | | |
Number
of Options | | |
Weighted Average Exercise Price $ | |
| Options outstanding at the beginning
of the year | |
| 26,703 | | |
| 50.7 | | |
| 51,714 | | |
| 48.8 | |
| Changes during the year: | |
| | | |
| | | |
| | | |
| | |
| Granted | |
| 1,500 | | |
| 6.7 | | |
| 833 | | |
| 13.6 | |
| Expired | |
| - | | |
| - | | |
| (2,333 | ) | |
| 60.4 | |
| Forfeited | |
| - | | |
| - | | |
| (23,511 | ) | |
| 44.2 | |
| Cancelled | |
| (1,500 | ) | |
| 53.00 | | |
| - | | |
| - | |
| Options outstanding
at end of the year | |
| 26,703 | | |
| 48.13 | | |
| 26,703 | | |
| 50.7 | |
| Options exercisable
at end of the year | |
| 22,104 | | |
| 51.70 | | |
| 20,606 | | |
| 57.1 | |
The
following table presents summary information concerning the options granted and exercisable to consultants and service providers outstanding
as of December 31, 2024 (in thousands, except per share data):
SCHEDULE OF STOCK OPTIONS EXERCISABLE
Exercise Price $ | | |
Number
of Outstanding Options | | |
Weighted
Average Remaining Contractual Life | | |
Aggregate Intrinsic Value $ | | |
Number
of Exercisable Options | | |
Aggregate Exercisable Options Value
$ | |
| | | |
| | |
| | |
(in thousands) | | |
| | |
(in thousands) | |
| | 6.7 | | |
| 1,500 | | |
| 9.68 | | |
| - | | |
| 1,000 | | |
| 7 | |
| | 13.6 | | |
| 833 | | |
| 8.44 | | |
| - | | |
| - | | |
| - | |
| | 20 | | |
| 2,833 | | |
| 7.46 | | |
| - | | |
| 2,000 | | |
| 40 | |
| | 29.6 | | |
| 750 | | |
| 6.96 | | |
| - | | |
| 750 | | |
| 22 | |
| | 29.9 | | |
| 2,000 | | |
| 5.22 | | |
| - | | |
| 2,000 | | |
| 60 | |
| | 40.9 | | |
| 2,500 | | |
| 4.75 | | |
| - | | |
| 2,500 | | |
| 102 | |
| | 44.2 | | |
| 512 | | |
| 2.93 | | |
| - | | |
| 512 | | |
| 23 | |
| | 45 | | |
| 1,333 | | |
| 4.53 | | |
| - | | |
| 500 | | |
| 23 | |
| | 46 | | |
| 2,000 | | |
| 5.96 | | |
| - | | |
| 400 | | |
| 18 | |
| | 48 | | |
| 833 | | |
| 1.94 | | |
| - | | |
| 833 | | |
| 40 | |
| | 50.7 | | |
| 500 | | |
| 4.19 | | |
| - | | |
| 500 | | |
| 25 | |
| | 59.9 | | |
| 1,666 | | |
| 3.81 | | |
| - | | |
| 1,666 | | |
| 100 | |
| | 68.4 | | |
| 750 | | |
| 5.38 | | |
| - | | |
| 750 | | |
| 51 | |
| | 70 | | |
| 7,000 | | |
| 4.83 | | |
| - | | |
| 7,000 | | |
| 490 | |
| | 83.4 | | |
| 860 | | |
| 3.52 | | |
| - | | |
| 860 | | |
| 72 | |
| | 84.3 | | |
| 833 | | |
| 3.04 | | |
| - | | |
| 833 | | |
| 70 | |
| | | | |
| 26,703 | | |
| 5.36 | | |
| - | | |
| 22,104 | | |
| 1,143 | |
Costs
incurred with respect to options granted to consultants and service providers for the years ended December 31, 2024 and December 31,
2023 were $ 41 and $63, respectively. As of December 31, 2024, there was $ 17 of unrecognized compensation costs related to non-vested
consultants and service providers, to be recorded over the next 3.07 years.
| d. |
Restricted
Stock Units (“RSUs”) Granted to Employees |
Below
is a table summarizing all the RSUs grants to employees and made during the years ended December 31, 2024:
SCHEDULE
OF STOCK OPTIONS GRANTED TO EMPLOYEES
| | |
Year
Ended | |
No.
of options granted | | |
Vesting
period | |
Fair
value at grant (in
thousands) | |
| Employees | |
December 31, 2024 | |
| 8,250 | | |
Quarterly over a period of two
years | |
$ | 44 | |
| Employees | |
December 31, 2023 | |
| 14,200 | | |
Quarterly over a period of two years | |
$ | 50 | |
The
fair value of each RSUs grant is estimated based on the market value of the underlying stock at the date of grant.
A
summary of the Company’s RSUs granted to employees as of December 31, 2024 is presented below:
SCHEDULE
OF STOCK OPTIONS ACTIVITY GRANTED TO EMPLOYEES
| | |
Years
Ended December 31 | | |
Years
Ended December 31 | |
| | |
2024 | | |
2023 | |
| | |
Number
of RSUs | | |
Number
of RSUs | |
| Options outstanding at the beginning
of the period | |
| 14,200 | | |
| - | |
| Changes during the period: | |
| | | |
| | |
| Granted | |
| 8,250 | | |
| 14,200 | |
| Exercised | |
| (12,410 | ) | |
| - | |
| Forfeited | |
| (1,306 | ) | |
| - | |
| Options outstanding
at end of the period | |
| 8,734 | | |
| 14,200 | |
The
following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as
of December 31, 2024 (in thousands, except per share data):
SCHEDULE OF STOCK OPTIONS EXERCISABLE
| year | |
Number
of Outstanding RSUs | | |
Weighted
Average Remaining Contractual Life | | |
Aggregate Intrinsic Value $ | |
| | |
| | | |
| | | |
(in thousands) | |
| 2024 | |
| 2,434 | | |
| 9.56 | | |
| 5 | |
| 2023 | |
| 6,300 | | |
| 8.99 | | |
| 12 | |
Costs
incurred with respect to RSUs compensation for employees for the years ended December 31, 2024 and December 31, 2023 were $46 and $0.
As of December 31, 2024, there was $36 of unrecognized compensation costs related to non-vested employees RSUs, to be recorded over the
next 1.39 years.
e.
Shares and warrants issued to advisors.
Below
is a table summarizing the shares and warrants grants to advisers during the period from January 1, 2024 to December 31, 2024:
SCHEDULE
OF SHARES AND WARRANTS GRANTS TO ADVISORS
Date
of issue of
share
or warrant | |
Reason
for issue of share or warrant | |
Consideration | |
Exercise
price of warrants | | |
Warrant
vesting
(subject
to continued service
provided
to Company) | |
Warrant
expiry date |
| March 7,
2024 | |
Strategic
advisor agreement | |
50,000
shares of Common Stock and warrants to purchase 50,000 shares of Common Stock | |
$ | 10.3 | | |
One third
on March 7, 2024, one third on June 5, 2024, and one third on September 3, 2024. | |
March 6,
2029 |
| April 18, 2024 | |
Strategic advisor agreement | |
Warrants to purchase
50,000 shares of Common Stock | |
$ | 10.3 | | |
One third on April
18, 2024, one third on July 18, 2024, and one third on October 18, 2024. | |
April 17, 2029 |
| April 23, 2024 | |
Strategic advisor agreement | |
Warrants to purchase
50,000 shares of Common Stock | |
$ | 10.3 | | |
One third on April
16, 2024, one third on July 16, 2024, and one third on October 16, 2024. | |
April 22, 2029 |
| May 22, 2024 | |
Strategic advisor agreement | |
Warrants to purchase
47,500 shares of Common Stock | |
$ | 10.3 | | |
One third on May 21,
2024, one third on August 21, 2024, and one third on November 21, 2024. | |
May 21, 2029 |
| July 14, 2024 | |
Strategic advisor agreement | |
Warrants to purchase
20,000 shares of Common Stock | |
$ | 10.3 | | |
One third on July 14,
2024, one third on October 14, 2024, and one third on January 14, 2024. | |
July 13, 2029 |
| September 5, 2024 | |
Strategic advisor agreement | |
50,000 shares of Common | |
$ | 10.3 | | |
| |
|
| | |
No.
of Warrants Granted | | |
Vesting
Period | |
Fair
Value at Grant (in
thousands) | |
| Warrants | |
| 217,500 | | |
Over a period of nine months | |
$ | 646 | |
| Shares | |
| 50,000 | | |
N/A | |
$ | 350 | |
The
fair valuation of these shares grants is based on the market value of the share at the date of grant.
The
fair valuation of these warrants grants is based on the following assumptions:
SCHEDULE OF WARRANTS GRANTS
ASSUMPTIONS
| | |
For
the period ended
December
31, 2024 | |
| Value of one common share | |
$ | 5.1-$8.4 | |
| Dividend yield | |
| 0 | % |
| Expected stock price volatility | |
| 87%-91 | % |
| Risk free interest rate | |
| 4.07%-4.68 | % |
| Expected term (years) | |
| 5 | |
|