| SHARE-BASED COMPENSATION |
| NOTE
11: - |
SHARE-BASED
COMPENSATION |
|
a. |
Share incentive
plans:
In
2016, the Company’s Board of Directors adopted an Employee Shares Incentive Plan (the “2016 Plan”). Under the 2016 Plan,
options may be granted to employees, officers, consultants and directors of the Company and its subsidiaries.
The
2016 plan was terminated in 2021, although option awards outstanding as of that date will continue in full force in accordance with the
terms under which they were granted.
In
2021, the Company’s Board of Directors adopted a new Share Incentive Plan (the “2021 Plan”). According to the 2021 Plan,
share awards, options to purchase shares or Restricted Share Units (RSUs) may be granted to employees, directors, consultants and other
service providers of the Company or any affiliate of the Company.
Under
the 2021 Plan, as of December 31, 2024, a total of 1,282,260
shares were still available for future grant. Each option granted under the 2021 Plan expires no later than
seven years from the date of grant. The options vest primarily over
four years of employment unless the Board of Directors and the Board of Director’s
Compensation Committee determines otherwise. Any option which is forfeited or cancelled before expiration becomes available for future
grants. |
|
b. |
Options
granted:
The
fair value of the Company’s share options granted for the years ended December 31, 2024, 2023 and 2022, was estimated using the
following weighted average assumptions:
|
| |
|
Year
ended December 31, |
| |
|
2024
|
|
2023
|
|
2022
|
| |
|
|
|
|
|
|
|
Expected
term, in years |
|
4.57
|
|
4.59
|
|
4.61
|
|
Expected
volatility |
|
69%
|
|
67%
|
|
66%
|
|
Risk-Free
interest rate |
|
3.72%-4.40%
|
|
4.30%-4.55%
|
|
1.54%-4.36%
|
|
Expected
dividend yield |
|
0%
|
|
0%
|
|
0%
|
| |
|
A
summary of option balances as of December 31, 2024, and changes during the year then ended are as follows:
|
| |
|
Number
of options |
|
|
Weighted-average
exercise
price |
|
|
Weighted-
average remaining contractual
term (in years)
|
|
|
Aggregate
intrinsic
value
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at January 1, 2024 |
|
|
13,329,436
|
|
|
$
|
5.38
|
|
|
|
5.07
|
|
|
$
|
9,584
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
506,360
|
|
|
$
|
0.82
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
595,395
|
|
|
$
|
0.44
|
|
|
|
|
|
|
$
|
381
|
|
|
Forfeited
|
|
|
356,730
|
|
|
$
|
4.97
|
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
2,026,384
|
|
|
$
|
9.06
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at December 31, 2024 |
|
|
10,857,287
|
|
|
$
|
4.76
|
|
|
|
4.20
|
|
|
$
|
4,343
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
at December 31, 2024 |
|
|
9,412,424
|
|
|
$
|
4.89
|
|
|
|
4.05
|
|
|
$
|
3,893
|
|
|
|
The
weighted-average grant date fair value of options granted during the years ended December 31, 2024, 2023 and 2022, was $0.47,
$2.26
and $2.35,
respectively.
Exercise
price - From the date the Company became public, the fair value of each Ordinary Share was based on the closing price of
the Company’s publicly traded Ordinary Shares as reported on the date of the grant.
Expected
volatility - as the Company became public in April 2021, there is not sufficient historical volatility for the expected term
of the share options. Therefore, the Company uses an average historical share price volatility based on an analysis of reported data for
a peer group of comparable publicly traded companies which were selected based upon industry similarities.
Expected
term (years) - represents the period that the Company’s options granted are expected to be outstanding. There is not
sufficient historical share exercise data to calculate the expected term of the share options. Therefore, the Company elected to
utilize the simplified method to value option grants. Under this approach, the weighted-average expected life is presumed to be the average
of the shortest vesting term and the contractual term of the option.
Risk-free
interest rate - the Company determined the risk-free interest rate by using a weighted-average equivalent to the expected
term based on the U.S. Treasury yield curve in effect as of the date of grant.
Expected
dividend yield - since inception, the Company has not paid and does not anticipate paying any dividends in the foreseeable
future. Thus, the Company used 0%
as its expected dividend yield. |
| |
c. |
RSUs granted:
A
summary of RSUs activity for the year ended December 31, 2024, is as follows: |
| |
|
Number
of shares |
|
|
Weighted
average grant date fair value per share |
|
| |
|
|
|
|
|
|
|
Unvested
as of December 31, 2023 |
|
|
11,699,888
|
|
|
$
|
4.72
|
|
|
Granted
|
|
|
11,421,466
|
|
|
$
|
0.82
|
|
|
Vested
|
|
|
3,414,537
|
|
|
$
|
4.54
|
|
|
Forfeited
|
|
|
2,847,494
|
|
|
$
|
4.49
|
|
|
Unvested
as of December 31, 2024 |
|
|
16,859,323
|
|
|
$
|
2.15
|
|
|
d. |
Earn-out
shares:
In
the event that the earnout Target is reached during the Earnout Period (both “Target” and “Earnout Period” as
defined in the Business Combination Agreement), then: (A) Perception Capital Partners (“Perception”) shall be entitled to
receive up to 2,089,882
of the Company’s Ordinary Shares, (B) Antara Capital Master Fund LP (“Antara”) shall be entitled to receive up to 312,296
of the Company’s Ordinary Shares and (C) certain members of the Company’s management shall be entitled to receive up to 1,250,000
of the Company’s Ordinary Shares. As of December 31, 2024, the Target was not reached and therefore no additional Company Ordinary
Shares have been issued. |
| |
e. |
The total
share-based compensation expense related to all of the Company’s equity-based awards, which include options and RSUs recognized
in the Company’s consolidated statements of operations are as follow: |
| |
|
Year
ended December 31, |
|
| |
|
2024
|
|
|
2023
|
|
|
2022
|
|
| |
|
|
|
|
|
|
|
|
|
|
Cost
of revenues |
|
$
|
2,720
|
|
|
$
|
1,587
|
|
|
$
|
174
|
|
|
Research
and development |
|
|
11,221
|
|
|
|
13,690
|
|
|
|
11,995
|
|
|
Sales
and marketing |
|
|
1,228
|
|
|
|
1,409
|
|
|
|
2,300
|
|
|
General
and administrative |
|
|
4,513
|
|
|
|
5,634
|
|
|
|
4,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$
|
19,682
|
|
|
$
|
22,320
|
|
|
$
|
19,449
|
|
| |
|
As
of December 31, 2024, unrecognized compensation cost related to share options and RSUs was $31,207,
which is expected to be recognized over a weighted average period of 3.03
years. |
|