SHARE CAPITAL

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

NOTE 7 - SHARE CAPITAL

Rights of the Company’s Common Stock

The Company’s Common Stock is listed on the NYSE American and on the Tel Aviv Stock Exchange. Each share of Common Stock is entitled to one vote. The holders of shares of Common Stock are 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.

Stock based compensation

On December 14, 2006, the Board of Directors adopted the Protalix BioTherapeutics, Inc. 2006 Stock Incentive Plan, as amended (the “Plan”). The Plan has since been amended to, among other things, increase the number of shares of common stock available under the Plan to 23,841,655 shares. The grant of options to Israeli employees under the Plan is subject to the terms stipulated by Sections 102 and 102A of the Israeli Income Tax Ordinance. Each option grant is subject to the track chosen by the Company, either Section 102 or Section 102A of the Israeli Income Tax Ordinance, and pursuant to the terms thereof, the Company is not allowed to claim, as an expense for tax purposes, the amounts credited to employees as a benefit, including amounts recorded as salary benefits in the Company’s accounts, in respect of options granted to employees under the Plan, with the exception of the work-income benefit component, if any, determined on the grant date. For Israeli non-employees, the share option plan is subject to Section 3(i) of the Israeli Income Tax Ordinance.

As of December 31, 2018, 7,303,119 shares of Common Stock remain available for grant under the Plan.

For purposes of determining the fair value of the options and restricted stock granted to employees and non-employees, the Company’s management uses the fair value of the Common Stock.

From January 1, 2016 through December 31, 2018, the Company granted options and shares of restricted stock to certain employees and non-employees as follows:

Options and restricted stock granted to employees:

Below is a table summarizing all of the options grants to employees during the year ended December 31, 2018:

Year of grant		No. of options granted		Exercise price		Vesting period		Fair value at grant (U.S. dollars in thousands)		Expiration period
	2018		4,000,000	$	0.56		4 years	$	1,200		10 years
	2018		2,360,000	$	0.51		4 years	$	700		10 years

Set forth below are grants made by the Company to employees (including related parties) during the three-year period ended December 31, 2018 (such grants appear in the table above):

On September 13, 2018, the Company’s compensation committee approved the grant of 10-year options to purchase, in the aggregate, 6,360,000 shares of Common Stock, of which options to purchase 4,000,000 shares of Common Stock were granted to the Company’s executive officers and options to purchase 2,360,000 shares of Common Stock were granted to other employees with an exercise price equal to $0.56 per share and $0.51 per share, respectively, under the Plan. The options vest over a four-year period in 16 equal quarterly increments. Vesting of the options granted to the executive officers is subject to acceleration in full upon a Corporate Transaction or a Change in Control, as those terms are defined in the Plan, and are subject to certain other terms and conditions. The Company estimated the fair value of the options on the date of grant using the Black-Scholes option-pricing model to be approximately $1.9 million based on the following weighted average assumptions: share price equal to $0.51; dividend yield of 0% for all years; expected volatility of 64.3%; risk-free interest rates of 2.9%; and expected life of six years.

b) The total unrecognized compensation cost of employee stock options at December 31, 2018 is approximately $1,524,000. The unrecognized compensation cost of employee stock options is expected to be recognized over a weighted average period of 1.18 years.

The total cash received from employees as a result of employee stock option exercises for the years ended December 31, 2016, 2017 and 2018 was approximately $14,000, $0 and $0, respectively. The Company did not realize any tax benefit in connection with these exercises.

Options granted to consultants, directors, and other service providers:

During the three years ended December 31, 2018 there were no options granted by the Company to its consultants, directors, and other service providers. In addition, during the three years ended December 31, 2018, there were no option exercises by any of the Company’s consultants, directors, and other service providers and, consequently, no shares of Common Stock were issued in connection with exercises of options by, nor was any cash received from, the Company’s consultants, directors, and other service providers during such period.

A summary of share option plans, and related information, under all of the Company’s equity incentive plans for the years ended December 31, 2016, 2017 and 2018 is as follows:

Options granted to employees:

	Year ended December 31,
	2016				2017				2018
			Weighted				Weighted				Weighted
	Number		average		Number		Average		Number		average
	of		exercise		of		Exercise		of		exercise
	options		price		options		Price		options		price
Outstanding at beginning of year		6,952,293	$	3.363		4,884,211	$	3.617		4,729,617	$	3.604
Changes during the year:
Granted										6,360,000		0.541
Forfeited and Expired		1,514,957		3.748		154,594		4.004		1,088,942		4.604
Exercised (*)		553,125		0.067
Outstanding at end of year		4,884,211	$	3.617		4,729,617	$	3.604		10,000,675	$	1.547
Exercisable at end of year		3,498,492	$	4.296		4,457,461	$	3.696		3,944,863	$	3.065

(*) The total intrinsic value of options exercised during the years ended December 31, 2016, 2017 and 2018, was approximately $213,000, $0 and $0, respectively.

Restricted stock granted to employees:

	Year ended December 31, 2016
	Number of shares of restricted stock
Outstanding at beginning of year		127,874
Changes during the year:
Vested		127,874
Forfeited		-
Outstanding at end of year		-

Options and restricted stocks granted to consultants, directors, and other service providers:

	Year ended December 31,
	2016				2017				2018
	Number				Number				Number
	of		Weighted		of		Weighted		of		Weighted
	options/		average		options/		average		options/		average
	restricted		exercise		restricted		exercise		restricted		exercise
	stock		price		stock		price		stock		price
Outstanding at beginning of Year		637,209	$	11.638		208,000	$	3.156		200,000	$	3.282
Changes during the year:
Expired		429,209		15.748		8,000		0.001		50,000		3.02
Vested restricted stock
Outstanding at end of year		208,000		3.156		200,000		3.282		150,000		3.37
Exercisable at end of year		170,500	$	3.109		200,000	$	3.282		150,000	$	3.37

The following tables summarize information concerning outstanding and exercisable options and restricted stock as of December 31, 2018:

December 31, 2018
Options outstanding						Options exercisable
Exercise prices		Number of options outstanding at end of year		Weighted average remaining contractual life		Number of options exercisable		Weighted average remaining contractual life
	n/a (Restricted Stock)						n/a		n/a
$	0.51		2,360,000		9.71		147,500		9.71
$	0.56		4,000,000		9.71		250,000		9.71
$	1.720		1,623,593		6.22		1,530,281		6.22
$	2.370		900,000		5.74		900,000		5.74
$	2.650		209,082		0.15		209,082		0.15
$	3.370		150,000		5.56		150,000		5.56
$	6.900		680,000		1.15		680,000		1.15
$	7.550		160,000		0.56		160,000		0.56
$	9.660		68,000		1.83		68,000		1.83
			10,150,675				4,094,863

The following table illustrates the effect of share-based compensation on the statement of operations:

	Year ended December 31,
(U.S. dollars in thousands)	2016		2017		2018
Research and development expenses	$	571	$	182	$	310
Selling, general and administrative expenses		417		155		204
	$	988	$	337	$	514

Private and 144A Offerings

On December 7, 2016, the Company exchanged with certain existing note holders $54.052 million aggregate principal amount of the Company’s outstanding 2018 Notes for, among other consideration, $40.186 million aggregate principal amount of the 2021 Notes (as described in note 8b) and for 23,846,735 shares of common stock. See also note 8b.

On July 24, 2017, the Company entered into a Note Purchase Agreement with certain institutional investors relating to the private issuance and sale by the Company of $10 million in aggregate principal amount of its 2021 Notes. The 2021 Notes were issued pursuant to the base indenture dated December 7, 2016. Concurrently, the Company exchanged with certain existing note holders $9.0 million aggregate principal amount of the Company’s outstanding 2018 Notes for $8.55 million aggregate principal amount of newly issued 2022 Notes (as described in note 8c). See also note 8c.

On May 22, 2018, the Company agreed to a privately negotiated exchange with certain existing note holders to exchange $3,423,000 aggregate principal amount of the Company’s outstanding 2018 Notes for 2,613,636 shares of the Company’s common stock and $2.23 million in cash to cover outstanding principal and accrued interest on the exchanged 2018 Notes. See also note 8a.