SHARE CAPITAL |
NOTE 8 - SHARE CAPITAL
|
1) |
Rights of the Company’s ordinary shares |
Each ordinary share is entitled to one
vote. The holder of the ordinary shares is also entitled to receive dividends whenever funds are legally available, when and if declared
by the Board of Directors. Since its inception, the Company has not declared any dividends.
On January 31, 2018 the Company’s
ADSs commenced trading on the Nasdaq Capital Market, under the symbol CLGN. On May 25, 2021, The Company's ordinary shares were approved
for trading on the Nasdaq Global Market, and began trading at the open of market on June 4, 2021. At such time, the Company's ADSs were
mandatorily cancelled and exchanged for ordinary shares at a one-for-one ratio.
|
2) |
Changes in share capital: |
| a) | During January-April 2021, one of the Company’s shareholder exercised 992,149 warrants into 992,149 ADS in return of $3,969. In 2021, one of the U.S investors exercised 450,000 warrants into 450,000 ordinary shares in return of $1,800. In 2022, three U.S investors exercised 425,000 warrants into 425,000 ordinary shares in return of $1,700. In 2023, Mr. Sagy exercised 186,000 warrants into 186,000 ordinary shares in return of $744.
|
| b) |
On February 17, 2021, the Company completed a registered direct offering providing for the sale and issuance of an aggregate of 2,000,000 ADSs at a purchase price of $17.50 per ADS, for aggregate gross proceeds of $35,000. The total issuance costs accumulated to $3,200. On the same date, one of the Company’s investors transferred the Company an amount of $1,000 by way of an equity investment, and the Company issued to the investor 250,000 ADSs representing 250,000 ordinary shares and a warrant to purchase up to 250,000 ADSs representing 250,000 ordinary shares.
|
The following table summarizes
information about warrants outstanding and exercisable as of December 2023:
|
|
Year ended December 31, 2023 |
|
|
|
Issuance date |
|
warrants outstanding |
|
|
Exercise price per warrant |
|
|
warrants outstanding and exercisable |
|
|
Contractual term |
February 17, 2021 |
|
|
250,000 |
|
|
$ |
4.00 |
|
|
|
250,000 |
|
|
February 17, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. |
Share-based compensation: |
|
1) |
Option plan
Under the Company’s Share Ownership and
Option Plan (2010), or the 2010 Plan, employees, directors and consultants of the Company may be granted options, each exercisable into
one ordinary share of the Company of NIS 1.50 par value.
|
|
a. |
Option granted to employees and directors |
In the years ended December 31, 2023, 2022 and
2021, the Company granted options as follows (amounts presented reflect the number of shares underlying options):
|
|
Year ended December 31, 2023 |
|
|
|
Award
amount |
|
|
Exercise
price range |
|
|
Vesting
period |
|
Expiration |
|
Employees |
|
|
158,000 |
|
|
$ |
5.65-7.5 |
|
|
4 years |
|
10 years |
|
|
|
Year ended December 31, 2022 |
|
|
|
Award
amount |
|
|
Exercise
price range |
|
|
Vesting
period |
|
Expiration |
|
Employees |
|
|
529,000 |
|
|
$ |
5.33-9.22 |
|
|
4 years |
|
10 years |
|
Directors |
|
|
217,000 |
|
|
$ |
9.22 |
|
|
4 years |
|
10 years |
|
|
|
Year ended December 31, 2021 |
|
|
|
Award
amount |
|
|
Exercise
price range |
|
|
Vesting
period |
|
Expiration |
|
Employees |
|
|
96,500 |
|
|
$ |
12.78-20.7 |
|
|
4 years |
|
10 years |
|
Directors |
|
|
23,000 |
|
|
$ |
15.2 |
|
|
4 years |
|
10 years |
|
The fair value of options granted on the date
of grant was computed using the Black-Scholes model. The underlying data used for computing the fair value of the options are as follows:
|
|
Year ended December 31, |
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
Value of one ordinary share |
|
$ |
5.73-7.5 |
|
|
$ |
5.03-9.22 |
|
|
$ |
11.9-20.37 |
|
Dividend yield |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
Expected volatility |
|
|
70.27-74.1 |
% |
|
|
67.95-72.27 |
% |
|
|
65.36-66.49 |
% |
Risk-free interest rate |
|
|
3.62-4.33 |
% |
|
|
0.39-3.03 |
% |
|
|
0.64-1.37 |
% |
Expected term |
|
|
6.11 years |
|
|
|
6.11 years |
|
|
|
6.11 years |
|
The fair value of options
granted during 2023, 2022 and 2021 was $747, 3,970 and $1,094 respectively.
The total unrecognized compensation
cost of options on December 31, 2023 is $1,342, which is expected to be recognized over a weighted average period of 1.64 year.
Modification of share-based compensation
On August 23, 2023, the Company’s
board of directors approved the repricing of the exercise price of outstanding options to purchase 969,886 ordinary shares, previously
granted to employees and directors, to a price of $6.39 per share, out of which the repricing of 583,979 options granted to the Company’s
directors and the Chief Executive Officer, were subject to the approval of the general meeting of the shareholders, which approval was
obtained on October 10, 2023. There was no change in the number of shares subject to each option,
vesting or other terms of the options.
The total incremental fair value of
these options amounted to $579 and was determined based on the Black-Scholes pricing options model using the following assumptions: risk
free interest rate of 4.33%-4.74%, expected volatility of 72.1% - 77%, expected term of 3.4-4.71 years and dividend yield
of 0%. For the year ended December 31, 2023, the Company recorded expenses totaling $523
associated with the repricing. The remaining incremental fair value will be recognized over
the remaining vesting period and until May 2026.
A summary of options
data for the years ended December 31, 2023, 2022 and 2021, is as follows:
|
|
Year ended December 31, |
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
Weighted-average grant date fair value of options granted, per option |
|
$ |
4.73 |
|
|
$ |
5.32 |
|
|
$ |
9.16 |
|
Total intrinsic value of the options exercised |
|
$ |
271 |
|
|
$ |
221 |
|
|
$ |
869 |
|
Total fair value of options vested |
|
$ |
4,380 |
|
|
$ |
2,802 |
|
|
$ |
3,356 |
|
A summary
of the activity in options granted to employees and directors for the year ended December
31, 2023 is as follows:
|
|
2023 |
|
|
|
Number of options |
|
|
Weighted average exercise price* |
|
|
weighted average remaining contractual term (in years) |
|
|
aggregate intrinsic value* |
|
Options outstanding at the beginning of the year |
|
|
1,868,749 |
|
|
$ |
6.02 |
|
|
|
6.81 |
|
|
$ |
4,620 |
|
Granted |
|
|
158,000 |
|
|
|
7.05 |
|
|
|
- |
|
|
|
- |
|
Exercised |
|
|
(76,441 |
) |
|
|
4.52 |
|
|
|
- |
|
|
|
- |
|
Expired |
|
|
(83,156 |
) |
|
|
9.79 |
|
|
|
- |
|
|
|
- |
|
Forfeited |
|
|
(121,272 |
) |
|
|
8.81 |
|
|
|
- |
|
|
|
- |
|
Options outstanding at the end of the year |
|
|
1,745,880 |
|
|
$ |
5.8 |
|
|
|
5.91 |
|
|
$ |
1,165 |
|
Options exercisable at the end of the year |
|
|
1,151,015 |
|
|
$ |
5.49 |
|
|
|
4.6 |
|
|
$ |
1,062 |
|
|
* |
After repricing- see Note 8(B)(2)(a). |
|
b. |
Option granted to non-employees |
A summary
of the activity in options granted to non-employees for the year ended December 31, 2023
is as follows:
|
|
2023 |
|
|
|
Number of options |
|
|
Weighted average exercise price |
|
|
weighted average remaining contractual term (in years) |
|
|
aggregate intrinsic value |
|
Options outstanding at the beginning of the year |
|
|
15,416 |
|
|
$ |
16.04 |
|
|
|
1.79 |
|
|
$ |
23 |
|
Exercised |
|
|
(3,750 |
) |
|
|
5.07 |
|
|
|
|
|
|
|
|
|
Options outstanding at the end of the year |
|
|
11,666 |
|
|
$ |
16.78 |
|
|
|
1.36 |
|
|
$ |
2 |
|
Options exercisable at the end of the year |
|
|
6,329 |
|
|
$ |
10.00 |
|
|
|
1.34 |
|
|
$ |
2 |
|
The following
tables summarize information concerning outstanding and exercisable options as of December 31, 2023:
December 31, 2023 |
|
Options outstanding |
|
|
Options exercisable |
|
Exercise prices * |
|
|
Number of options outstanding at end of year |
|
|
Weighted average remaining contractual Life |
|
|
Number of options exercisable at end of year |
|
|
Weighted average remaining contractual life |
|
$ |
24.81 |
|
|
|
6,666 |
|
|
|
1.38 |
|
|
|
1,329 |
|
|
|
1.38 |
|
|
6.07 |
|
|
|
5,000 |
|
|
|
1.33 |
|
|
|
5,000 |
|
|
|
1.33 |
|
|
10.08 |
|
|
|
2,625 |
|
|
|
0.17 |
|
|
|
2,625 |
|
|
|
0.17 |
|
|
5.07 |
|
|
|
149,500 |
|
|
|
2.08 |
|
|
|
149,500 |
|
|
|
2.08 |
|
|
4.02 |
|
|
|
352,464 |
|
|
|
1.29 |
|
|
|
352,464 |
|
|
|
1.29 |
|
|
9.22 |
|
|
|
3,905 |
|
|
|
0.11 |
|
|
|
3,905 |
|
|
|
0.11 |
|
|
5.33 |
|
|
|
111,000 |
|
|
|
8.92 |
|
|
|
27,750 |
|
|
|
8.92 |
|
|
7.5 |
|
|
|
103,000 |
|
|
|
9.25 |
|
|
|
- |
|
|
|
- |
|
|
6.5 |
|
|
|
33,500 |
|
|
|
9.65 |
|
|
|
- |
|
|
|
- |
|
|
5.65 |
|
|
|
20,000 |
|
|
|
9.2 |
|
|
|
- |
|
|
|
- |
|
$ |
6.39 |
|
|
|
969,886 |
|
|
|
7.33 |
|
|
|
614,771 |
|
|
|
6.97 |
|
|
|
|
|
|
1,757,546 |
|
|
|
|
|
|
|
1,157,344 |
|
|
|
|
|
* | In U.S. dollars per Ordinary Share. |
| c. | The following table illustrates the effect of share-based compensation on the statements of operations: |
|
|
Year ended December 31 |
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
Cost of revenues |
|
$ |
- |
|
|
$ |
22 |
|
|
$ |
78 |
|
Research and development expenses |
|
|
714 |
|
|
|
565 |
|
|
|
525 |
|
General, administrative and marketing expenses |
|
|
1,223 |
|
|
|
1,587 |
|
|
|
1,017 |
|
|
|
$ |
1,937 |
|
|
$ |
2,174 |
|
|
$ |
1,620 |
|
|