| EQUITY AND SHARE-BASED COMPENSATION |
NOTE 4 - EQUITY AND SHARE-BASED COMPENSATION
Changes in Share Capital:
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a. |
On January 1, 2026, the Company issued 148,872 ordinary shares to five non-executive members of the board of directors in lieu of cash board fees for fiscal year 2025, which was approved by the Company’s shareholders at a meeting of the Company’s shareholders held on July 31, 2024. The fair value of the ordinary shares on the grant date was $289 thousand.
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b. |
In February and April 2026, two former non-executive board members exercised options for an aggregate of 394,748 ordinary shares for total consideration of $260 thousand.
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c. |
As to the issuance of ordinary shares to BVF see note 3.
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Share-based Compensation:
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a) |
During the six months ended June 30, 2026 the board of directors approved the following options grants:
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Grant Date
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Grantee
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Number of options
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Exercise price
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Vesting period
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Fair value at the grant date
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Condition
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January 1, 2026
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Directors
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167,525
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$1.94
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(1)
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$227 thousand
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-
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May 7, 2026
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Employees
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612,000
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$1.37
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(2)
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$612 thousand
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-
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Executive Officers
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1,020,000
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$1.37
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(2) (6)
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-
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(3),(4)
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Service providers
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640,000
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$1.37
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(2)
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-
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(3)
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Directors
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83,367
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$1.37
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(2) (6)
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-
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(3), (5)
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86,419
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$1.37
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(1) (6)
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-
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(3), (5)
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40,000
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$1.37
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Immediate
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-
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(3), (5)
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(1) |
Quarterly over a period of one year
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(2) |
33.33% vest on the first anniversary of the date of grant and the remaining 66.67% of the options vest in eight equal quarterly installments following the first anniversary of the grant date.
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(3) |
The option grants are subject to the filing of a Form S-8 registration statement registering the ordinary shares underlying such options.
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(4) |
500,000 options grant was subject to the approval of the Company’s shareholders which was obtained on July 14, 2026.
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(5) |
The grant was subject to the approval of the Company’s shareholders which was obtained on July 14, 2026.
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(6) |
In the event of the consummation of a Change in Control (as defined in the 2018 Plan) in which the Optionee continues to provide services to the Company on the date of consummation of such Change in Control, then 100% of any unvested Options at the time of consummation of such Change in Control shall become fully vested and exercisable.
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b) |
On May 7, 2026, the board of directors approved the grant of 734,428 RSUs to executive officers and service providers, of which grant 420,559 RSUs were subject to shareholder approval, which was obtained at a meeting of the Company’s shareholders held on July 14, 2026. The RSUs vest in four equal quarterly installments over a one-year period that started on May 1, 2026. The fair value of the RSUs at the date of grant was $1,006 thousand.
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c) |
The fair value of each option granted was estimated as of the date of grant using the Black-Scholes option-pricing model, using the following assumptions:
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Six months
ended June 30, 2026
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Exercise price
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Dividend yield
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-
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Expected volatility
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Risk-free interest rate
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Expected life - in years
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