Quarterly report pursuant to Section 13 or 15(d)

STOCK BASED COMPENSATION

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STOCK BASED COMPENSATION
9 Months Ended
Aug. 31, 2018
STOCK BASED COMPENSATION [Text Block]

NOTE 8 – STOCK BASED COMPENSATION

a.

Options Granted to employees

Below is a table summarizing the terms of options granted to employees during the nine months ended August 31, 2018:

                      Fair Value at         
    No. of options     Exercise           grant     Expiration  
    granted     price     Vesting period     ( in thousands )     period  
Employee   50,000   $ 4.42     Quarterly over a
period of 1 year
  $ 163     10 years  
Employees   30,500   $ 8.91     Quarterly over a
period of 2 years
  $ 192     10 years  
Employee   250,000   $ 8.36     Semi-annual over a
period of 1 year
  $ 1,488     10 years  
MaSTherCell's
employees
  70,300   $ 8.43     Quarterly over a
period of 2 years
  $ 464     10 years  
MaSTherCell's
employees
  123,550   $ 8.43     Quarterly over a
period of 4 years
  $ 925     10 years  

The fair value of these option grants is based on the following assumptions:

  Nine Months Ended
  August 31, 2018
Value of one common share $4.42 - $8.85
Dividend yield 0%
Expected stock price volatility 97%- 91%
Risk free interest rate 2.96%- 2.11%
Expected term (years) 5 - 7

b.

Options Granted to non-employees

Below is a table summarizing all the options granted to consultants and service providers during the nine months ended August 31, 2018:

                      Fair value at        
    No. of options     Exercise           grant     Expiration  
    granted     price     Vesting period     ( in thousands )     period  
Non-employee   5,200     4.42     Over six months   $ 36     10 years  
Non-employee   13,725   $ 4.42,8.34     Immediately   $ 82     10 years  
Non-employee   8,333   $ 8.43     Annual over a period
of 5 year
  $ 57     10 years  

The fair value of these option grants is based on the following assumptions:

  Nine Months Ended
  August 31, 2018
Value of one common share $8.3,$4.42
Dividend yield 0%
Expected stock price volatility 91%- 98%
Risk free interest rate $2.33 -$2.83
Expected term (years) 4.5 - 10

c.

Shares and Warrants Granted to non-employees

1)    During the nine months ended August 31, 2018, the Company granted to several consultants 50,938 warrants with each exercisable at $6.24 to $15.41 per share for three years as a success fee with respect to the issuance of the convertible loans and part of the private placement. The fair value of those warrants as of the date of grant using the Black-Scholes valuation model was $248 thousand.

2)    In December 2017, the Company entered into investor relations services, marketing and related services agreement. Under the terms of the agreement, the Company agreed to grant the consultant 100,000 shares of restricted common stock, out of which the first 25,000 shares will vest after 30 days from the signing date, and 75,000 shares are to vest monthly over 15 months commencing February 2018. As of August 31, 2018, 60,000 shares were vested. The fair value of the shares as of the date of grant was $738 thousand.

3)    In December 2017, the Company entered into an investor relations services, marketing and related services agreement. Under the terms of the agreement, the Company agreed to grant the consultant 95,000 shares of restricted common stock, of which the first 25,000 shares will vest after 30 days from the signing date, and 70,000 shares are to vest monthly over 14 months commencing February 2018. As of August 31, 2018, 60,000 shares were vested. The fair value of the shares as of the date of grant was $701 thousand.

4)    In January 2018, the Company entered into a consulting agreement with a financial advisor for a period of one year. Under the terms of the agreement, the consultant was entitled to receive $60 thousand and 19,000 units of the Company securities. Each unit is comprised of (i) one share of the Company’s common stock and (ii) a three-year warrant to purchase up to an additional one share of the Company’s Common Stock at a per share exercise price of $6.24. The fair value of the units as of the date of grant was $171 thousand, out of which $62 thousand reflect the fair value of the warrants using the Black-Scholes valuation model. In July 2018, the board approved an additional issuance of 6,629 shares and three-year warrants to purchase up to 6,629 shares of the Company’s Common Stock at a per share exercise price of $6.24. The fair value of the units as of the date of grant was $88 thousand.

5)    During the nine months ended August 31, 2018, investors exercised 136,646 warrants into 136,646 shares of the Company’s Common Stock, for aggregate proceeds of $853 thousand.

6)    On July 6, 2018, the Compensation Committee approved the issuance of 13,558 warrants to two consultants to purchase 13,558 shares of Common Stock, exercisable at a per share exercise price of $11.19.