Quarterly report pursuant to Section 13 or 15(d)

Stock Options

v3.21.2
Stock Options
3 Months Ended
Mar. 31, 2021
Share-based Payment Arrangement [Abstract]  
Stock Options

NOTE 5 - STOCK OPTIONS

 

On January 11, 2016, the Company’s Board of Directors approved and adopted the Todos Medical Ltd. 2015 Israeli Share Option Plan (the “2015 Plan”), pursuant to which the Company’s Board of Directors may award stock options to purchase its ordinary shares to designated participants. Subject to the terms and conditions of the 2015 Plan, the Company’s Board of Directors has full authority in its discretion, from time to time and at any time, to determine (i) the designate participants; (ii) the terms and provisions of the respective Option Agreements, including, but not limited to, the number of Options to be granted to each Optionee, the number of Shares to be covered by each Option, provisions concerning the time and the extent to which the Options may be exercised and the nature and duration of restrictions as to the transferability or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii) determine the Fair Market Value of the Shares covered by each Option; (iv) make an election as to the type of Approved 102 Option under Israeli IRS law; (v) designate the type of Options; (vi) take any measures, and to take actions, as deemed necessary or advisable for the administration and implementation of the 2015 Plan; (vii) interpret the provisions of the 2015 Plan and to amend from time to time the terms of the 2015 Plan.

 

The 2015 Plan permits grant of up to 6,000,000 options to purchase ordinary shares subject to adjustments set in the 2015 Plan. As of March 31, 2021, there were 2,338,838 ordinary shares available for future issuance under the 2015 Plan.

 

The following table presents the Company’s stock option activity for employees and directors of the Company during the year ended December 31, 2020. There was no stock option activity during the period of three months ended March 31, 2021:

 

    Number of Options     Weighted Average Exercise Price  
Outstanding as of December 31, 2019     2,267,571       0.061  
Granted (A)     2,523,427       0.095  
Forfeited or expired     (1,129,836 )     0.120  
Outstanding as of December 31, 2020 and March 31, 2021     3,661,162       0.066  
Exercisable as of December 31, 2020     877,122       0.016  
Exercisable as of March 31, 2021     1,004,376       0.026  

 

A. On July 29, 2020 (the “Commitment Date”), the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved compensation packages for two officers that include inter alia the Company is obligated to grant of 2,545,083 stock options which are exercisable into the same number of shares of common stock at an exercise price of $0.095 per share and shall become vested quarterly over a 5-year period from its grant date. At the Commitment Date, the Company by assistance of third-party appraiser measured the fair value of the stock options in total amount of $206 by using Black-Scholes-Merton pricing model in which the assumptions that have been used are as follows: expected dividend yield of 0%; risk-free interest rate of 0.25%; expected volatility of 131.9%, and stock options exercise period based upon the stated terms.
   
  In addition, as one-time bonus as compensation for uncompensated efforts to the Commitment Date, the Company is obligated to grant fully vested shares equal to $275 based on the fair market value of the Company’s shares as of July 28, 2020. The Company recorded stock-based compensation expense of this amount as part of “General and Administrative Expenses” line in operations in the accompanying consolidated statement of operations during the year ended December 31, 2020.
   
  Moreover, upon consummation of the Company’s planned public offering, 30,000,000 restricted stock units’ bonuses will be granted to the aforesaid officers. At the Commitment Date, December 31, 2020 and March 31, 2021, the likelihood that the Performance Milestone for consummation of the Company’s planned public offering was not considered as probable. Thus, during the year ended December 31, 2020 and the period of three months ended March 31, 2021, stock-based compensation expense has not been recorded with respect to the Performance Milestone.
   
  During the year ended December 31, 2020 and the period of three months ended March 31, 2021, the Company recorded stock-based compensation expense amounting to $331 and $23, respectively, as part of “General and Administrative Expenses” line in operations in the accompanying consolidated statement of operations.
   
B. On July 29, 2020 (the “Commitment Date”), the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved compensation packages for all its members of the Board of Directors that include inter alia grant of restricted stock units equal to aggregate amount of $900 that shall become vested quarterly over a 3-year period from its grant date (except the restricted stock of the board chairman who will be vested quarterly over a 1-year period).
   
  During the year ended December 31, 2020 and the period of three months ended March 31, 2021, the Company recorded stock-based compensation expense amounting to $349 and $146, respectively, as part of “General and Administrative Expenses” line in operations in the accompanying consolidated statement of operations.

 

As of March 31, 2021, the aggregate intrinsic value for the stock options outstanding and exercisable according to $0.053 price per share is $58 and $38, respectively, with a weighted average remaining contractual life of 4.33 years.

 

Stock-based compensation expenses incurred for employees (and directors) and non-employees for the period of three months ended March 31, 2021 and 2020, amounted to $235 ($66 out of which allocated to ordinary shares issued or to fixed number of ordinary shares to be issued) and $832, respectively.