| SHARE-BASED PAYMENT |
NOTE 20 - SHARE-BASED PAYMENT:
| 1. | On January 22, 2024, the Company’s Board of Directors
approved a grant of 320,000 RSUs to employees and a grant of options to purchase 80,000 shares to consultants. The RSUs represents the
right to receive Ordinary Shares at a future time, 245,000 of which vest over a period of three years, with a one-year cliff period and
70,000 vesting immediately on the grant date. 10,000 of the options were vested immediately on the grant date, 25,000 option vest over
a period of three years and 45,000 option vests over a period of one year and nine months. The RSUs designated to employees were granted
under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. |
| 2. | On February 5, 2024, the Company’s Board of Directors
approved a grant of 2,277,000 RSUs to officers, a grant of options to purchase 30,000 Ordinary Shares and 90,000 RSUs to directors. The
RSUs and options represents the right to receive Ordinary Shares at a future time and vest over a period of three years, with a one-year
cliff. The RSUs designated to employees and directors were granted under Section 102 of the Israeli Tax Ordinance, which enables the
employee to pay a 25% capital gain tax upon exercise. |
| 3. | On February 20, 2025, the Company’s Board of Directors
approved a grant of 644,000 RSUs to employees, a grant of 2,360,000 RSUs to certain of its executives and directors and options to purchase
an aggregate of 55,000 Ordinary Shares to service providers under the 2019 Equity Incentive Plan. The RSUs and options represents the
right to receive Ordinary Shares at a future time and vest over a period of three years, with a one-year cliff. The RSUs designated to
employees and directors were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital
gain tax upon exercise. |
| 4. | On August 6, 2025, the Company’s Board of Directors
approved a grant of 1,200,000 RSUs to certain of its executives. The RSUs represents the right to receive Ordinary Shares at a future
time and vest over a period of three years, 25% of the amount will vest on January 1, 2026, 25% of the amount will vest on July 1, 2026
and the rest will be vested equal quarterly amounts along two more years. The RSUs designated to employees and directors were granted
under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise. The board also
approved a grant of 300,000 RSUs to certain of its executives based on revenue milestones to be measured at the end of the fiscal year
of 2027. |
| 5. | On November 18, 2025, the Company’s Board of Directors
approved a grant of 490,000 RSUs to employees, a grant of 30,000 RSUs to certain director, options to purchase an aggregate of 20,000
Ordinary Shares to employee and options to purchase an aggregate of 20,000 Ordinary Shares to service providers under the 2019 Equity
Incentive Plan. The RSUs and options represents the right to receive Ordinary Shares at a future time and vest over a period of three
years, with a one-year cliff. The RSUs designated to employees and directors were granted under Section 102 of the Israeli Tax Ordinance,
which enables the employee to pay a 25% capital gain tax upon exercise. |
The fair value of all granted options was estimated
by using the Black Scholes option pricing model, which was aimed to model the value of the Company’s assets over time. The simulation
approach was designed to take into account the terms and conditions of the share options, as well as the capital structure of the Company
and the volatility of its assets, on the date of grant based on certain assumptions.
The following inputs were used to measure the
fair value of the option at grant date:
| | | | | November 18,
2025 | | | February 22,
2025 | | | (i) | | Expected volatility | | | 123.41% | | | | 128.78% | | | (ii) | | Dividend rate | | | 0% | | | | 0% | | | (iii) | | Expected term (vesting period) | | | Three years | | | | One year - Three years | | | (iv) | | Contractual life | | | Ten years | | | | Ten years | | | (v) | | Free risk rate | | | 4.12% | | | | 4.5% | |
| | | | | January 22,
2024 | | | February 5,
2024 | | | (i) | | Expected volatility | | | 144.83% | | | | 143.98% | | | (ii) | | Dividend rate | | | 0% | | | | 0% | | | (iii) | | Expected term (vesting period) | | | Three years | | | | Three years | | | (iv) | | Contractual life | | | Ten years | | | | Ten years | | | (v) | | Free risk rate | | | 4.03%-4.07% | | | | 4.16% | | The fair value of all granted RSUs was the Company’s
quote price at the grant date.
During the year ended December 31, 2025, the Company recorded
share-based payment expenses to employees, directors and subcontractors in the amount of $3,575.
During the year ended December 31, 2024, the Company recorded share-based
payment expenses to employees, directors and subcontractors in the amount of $1,767.
During the year ended December 31, 2023, the Company recorded share-based
payment expenses to employees, directors and subcontractors in the amount of $1,427.
The options to services providers and advisers outstanding
as December 31, 2025, 2024 and 2023 were as follows:
| | |
Year ended
December 31, 2025 | | |
Year ended
December 31, 2024 | | |
Year ended
December 31, 2023 | |
| | |
Number of
options | | |
Weighted
average
Exercise
price NIS | | |
Number of
options | | |
Weighted
average
Exercise
price NIS | | |
Number of
options | | |
Weighted
average
Exercise
price NIS | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Outstanding at beginning of year | |
| 185,111 | | |
| 3.359 | | |
| 105,111 | | |
| 4.085 | | |
| 114,512 | | |
| 3.058 | |
| Granted | |
| 55,000 | | |
| 3.405 | | |
| 80,000 | | |
| 3.779 | | |
| - | | |
| - | |
| Exercised | |
| - | | |
| - | | |
| - | | |
| - | | |
| 9,401 | | |
| 0.367 | |
| Options outstanding | |
| 240,111 | | |
| 3.370 | | |
| 185,111 | | |
| 3.359 | | |
| 105,111 | | |
| 4.085 | |
| Options exercisable | |
| 200,111 | | |
| 3.362 | | |
| 162,154 | | |
| 3.251 | | |
| 94,242 | | |
| 3.267 | |
| Share-based payment expenses | |
$ | 44 | | |
| | | |
$ | 66 | | |
| | | |
$ | 19 | | |
| | |
The RSUs to services providers and advisers outstanding as of December
31, 2025, 2024 and 2023 were as follows:
| | |
Year ended
December 31,
2025 | | |
Year ended
December 31,
2024 | | |
Year ended
December 31,
2023 | |
| | |
Number of
RSUs | | |
Number of
RSUs | | |
Number of
RSUs | |
| Outstanding at beginning of year | |
| - | | |
| 7,433 | | |
| 18,266 | |
| Vested | |
| - | | |
| 7,433 | | |
| 10,833 | |
| RSUs outstanding | |
| - | | |
| - | | |
| 7,433 | |
| RSU’s Vested | |
| 32,500 | | |
| 32,500 | | |
| 25,067 | |
| Share-based payment expenses | |
$ | - | | |
$ | 1 | | |
$ | 9 | |
The options to employees and directors outstanding as of December
31, 2025, 2024 and 2023 were as follows:
| | |
Year ended
December 31, 2025 | | |
Year ended
December 31, 2024 | | |
Year ended
December 31, 2023 | |
| | |
Number of
options | | |
Weighted
average
Exercise
price NIS | | |
Number of
options | | |
Weighted
average
Exercise
price NIS | | |
Number of
options | | |
Weighted
average
Exercise
price NIS | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Outstanding at beginning of year | |
| 368,641 | | |
| 0.70 | | |
| 357,689 | | |
| 0.37 | | |
| 386,260 | | |
| 0.37 | |
| Granted | |
| 40,000 | | |
| 3.42 | | |
| 30,000 | | |
| 3.56 | | |
| - | | |
| - | |
| Exercised | |
| 101,376 | | |
| 0.37 | | |
| 19,048 | | |
| 0.37 | | |
| | | |
| 0.37 | |
| Forfeited | |
| 30,000 | | |
| 3.56 | | |
| - | | |
| - | | |
| 28,571 | | |
| 0.37 | |
| Options outstanding | |
| 277,265 | | |
| 0.91 | | |
| 368,641 | | |
| 0.70 | | |
| 357,689 | | |
| 0.37 | |
| Options exercisable | |
| 244,765 | | |
| 0.57 | | |
| 338,641 | | |
| 0.45 | | |
| 350,131 | | |
| 0.37 | |
| Share-based payment expenses | |
$ | (5 | ) | |
| | | |
$ | 17 | | |
| | | |
$ | 47 | | |
| - | |
The RSUs to employees and directors outstanding as of December 31,
2025, 2024 and 2023 were as follows:
| | |
Year ended
December 31,
2025 | | |
Year ended
December 31,
2024 | | |
Year ended
December 31,
2023 | |
| | |
Number of
RSUs | | |
Number of
RSUs | | |
Number of
RSUs | |
| Outstanding at beginning of year | |
| 2,518,796 | | |
| 445,140 | | |
| 1,727,842 | |
| Granted | |
| 5,024,000 | | |
| 2,687,000 | | |
| - | |
| Forfeited | |
| 85,337 | | |
| 25,836 | | |
| 67,087 | |
| Vested | |
| 2,711,947 | | |
| 587,508 | | |
| 1,215,615 | |
| RSUs outstanding | |
| 4,745,512 | | |
| 2,518,796 | | |
| 445,140 | |
| RSU’s Vested | |
| 6,396,644 | | |
| 3,684,697 | | |
| 3,097,189 | |
| Share-based payment expenses | |
$ | 3,536 | | |
$ | 1,683 | | |
$ | 1,352 | |
|