| 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 June
30, 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 and the period of six months ended June 30, 2021:
SCHEDULE
OF STOCK OPTION ACTIVITY
| |
|
Number of Options |
|
|
Weighted Average Exercise Price |
|
| Outstanding as of December 31, 2019 |
|
|
2,267,571 |
|
|
|
0.061 |
|
| Granted (A,B) |
|
|
2,545,083 |
|
|
|
0.095 |
|
| Forfeited or expired |
|
|
(1,129,836 |
) |
|
|
0.120 |
|
| Outstanding as of December 31, 2020 |
|
|
3,682,818 |
|
|
|
0.663 |
|
| Granted |
|
|
- |
|
|
|
- |
|
| Forfeited or expired |
|
|
(1,137,735 |
) |
|
|
0.003 |
|
| Outstanding as of June 30, 2021 |
|
|
2,545,083 |
|
|
|
0.095 |
|
| Exercisable as of June 30, 2021 |
|
|
381,762 |
|
|
|
0.095 |
|
| |
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 June 30, 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 six months ended June 30, 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 six months ended June 30, 2021, the Company recorded stock-based compensation
expense amounting to $331 and $42, 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 six months ended June 30, 2021, the Company recorded stock-based compensation
expense amounting to $349 and $269, respectively, as part of “General and Administrative Expenses” line in operations
in the accompanying consolidated statement of operations. |
As
of June 30, 2021, the aggregate intrinsic value for the stock options outstanding and exercisable according to $0.035
price per share is $0
and $0,
respectively, with a weighted average remaining contractual life of 4.08
years.
Stock-based
compensation expenses incurred for employees (and directors) and non-employees for the period of six months ended June 30, 2021, amounted
to $399.
|