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Share Capital
12 Months Ended
Dec. 31, 2018
Share Based Compensation Allocation And Classification In Financial Statements [Abstract]  
Share Capital

Note 14: Share capital

Share capital is composed as follows:

 

 

Issued and outstanding

 

 

 

Number of shares

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

Ordinary shares no par value

 

 

93,254,185

 

 

 

89,478,032

 

 

a. Warrants:

As part of the Series D and E Convertible Preferred share investment agreements, the investors received warrants to purchase ordinary shares. The Company accounted for these warrants as equity instruments based on the guidance of ASC 815, “Derivatives and Hedging”, ASC 480-10, “Distinguishing Liabilities from Equity”, its related FASB staff positions, ASC 815-40 “Contracts in Entity’s Own Stock” and the AICPA Technical Practice Aid for accounting for preferred shares and warrants, including the roadmap for accounting for freestanding financial instruments indexed to, and potentially settled in, a company’s own stock.

Significant terms of the warrants to purchase ordinary shares that were issued to purchasers of the Series D and E Convertible Preferred shares are as follows as of December 31, 2018 and 2017:

 

 

Warrants for ordinary

shares

 

 

 

 

 

 

 

December 31,

 

 

Exercise price

 

Expiration date

 

2018

 

 

2017

 

 

per share

 

January 22, 2018

 

 

-

 

 

 

203,241

 

 

$

3.59

 

July 21, 2018

 

 

-

 

 

 

304,863

 

 

$

3.59

 

 

 

 

-

 

 

 

508,104

 

 

 

 

 

 

 

In the years ended December 31, 2018 and 2017, warrants to purchase 504,225 and 1,418,711 ordinary shares, respectively, were cashlessly exercised, resulting in the issuance of 437,081 and 803,138 ordinary shares, respectively. Also, in the year ended December 31, 2018 and 2017 warrants to purchase 3,879 and 6,498 ordinary shares, respectively, with an exercise price of $3.59 per share were exercised for cash.

 

Pursuant to a credit facility that the Company entered into in January 2013 (the “Credit Agreement”) which was fully paid in December 2013, the Company issued to the lenders under the Credit Agreement 975,644 warrants to purchase Series H Convertible Preferred shares at an exercise price of $18.77 per share. The warrants were exercised on a cashless basis in January 2016, resulting in the issuance of 315,155   ordinary shares.

b. Share option plans and ESPP:

Until the IPO in October 2015, the Company maintained and granted option awards under the 2003 Share Option Plan (the “2003 Plan”) and the 2013 Equity Incentive Share Option Plan (the “2013 Plan”) for the Company’s officers, directors, employees and advisors. The 2003 Plan and the 2013 Plan terminated as of the IPO as to future awards, but they continue to govern option awards previously granted thereunder.

In September 2015, the Company adopted the 2015 Omnibus Incentive Plan (the “2015 Plan”). The Company’s shareholders approved the 2015 Plan in September 2015. Under the 2015 Plan, the Company can issue various types of equity compensation awards such as restricted shares, performance shares, restricted stock units (“RSUs”), performance units, long-term cash award and other share-based awards. The options granted generally have a four-year vesting period and expire ten years after the date of grant. Options granted under the 2015 Plan generally have a four-year vesting period and expire ten years after the date of grant. Options granted under the 2015 Plan that are cancelled or forfeited before expiration become available for future grants. RSUs granted under the 2015 Plan vest in equal installments over a three-year period.  

On December 31, 2018, in accordance with the terms of the 2015 Plan, the number of shares available for issuance under the 2015 Plan automatically increased by 4% of the Company’s outstanding ordinary shares as of December 30, 2018.  As a result, the number of shares available for issuance under the 2015 Plan increased from 23,307,208 shares to 27,035,515 shares. As of December 31, 2018, 13,843,105 ordinary shares are available for grant under the 2015 Plan.

In September 2015, the Company adopted an ESPP to encourage and enable eligible employees to acquire ownership of the Company’s ordinary shares purchased through accumulated payroll deductions on an after-tax basis. The ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Code and the provisions of the ESPP will be construed in a manner consistent with the requirements of such section. The Company began its offerings under the ESPP on August 1, 2016. The Company issued 347,193 ordinary shares for the plan periods ended through December 31, 2018.  

On December 31, 2018, in accordance with the terms of the ESPP, the number of shares available for  purchase by eligible employees who participate in the ESPP automatically increased by 1% of the Company’s outstanding ordinary shares outstanding on December 30, 2018.    As of December 31, 2018, 3,122,410 ordinary shares are available for offering under the ESPP.

The fair value of share-based awards was estimated using the Black-Scholes model for all equity grants. For market condition awards, the Company also applied the Monte-Carlo simulation model, with the following underlying assumptions:

 

 

Year ended December 31,

 

 

 

2018

 

2017

 

2016

 

Stock Option Plans

 

 

 

 

 

 

 

 

Expected term (years)

 

5.50-6.25

 

5.50-6.25

 

 

6.25

 

Expected volatility

 

52%-55%

 

57%-59%

 

58%-62%

 

Risk-free interest rate

 

2.70%-2.99%

 

1.97%-2.23%

 

1.23%-1.88%

 

Dividend yield

 

0.00%

 

0.00%

 

0.00%

 

ESPP

 

 

 

 

 

 

 

 

Expected term (years)

 

0.50

 

0.50

 

0.42

 

Expected volatility

 

45%-53%

 

76%-82%

 

70%

 

Risk-free interest rate

 

1.61%-2.14%

 

0.62%-1.13%

 

0.4%

 

Dividend yield

 

0.00%

 

0.00%

 

0.00%

 

 

A summary of the status of the Company’s options to purchase ordinary shares as of December 31, 2018 and changes during the year ended on that date is presented below:

 

 

Year ended December 31, 2018

 

 

 

Number of

options

 

 

Weighted

average

exercise

price

 

 

Aggregate

intrinsic

value

 

Outstanding at beginning of year

 

 

14,806,027

 

 

$

10.64

 

 

 

 

 

Granted

 

 

2,520,502

 

 

$

23.73

 

 

 

 

 

Exercised

 

 

(2,693,236

)

 

$

6.89

 

 

 

 

 

Forfeited and cancelled

 

 

(195,078

)

 

$

15.09

 

 

 

 

 

Outstanding at end of year

 

 

14,438,215

 

 

$

13.56

 

 

$

287,706

 

Exercisable options

 

 

6,090,628

 

 

$

11.04

 

 

$

136,695

 

 

A summary of the status of the Company’s RSUs as of December 31, 2018 and changes during the year ended on that date is presented below:

 

 

 

Year ended December 31, 2018

 

 

 

Number of

RSUs

 

 

Weighted

average

grant date

fair value

price

 

 

Aggregate

intrinsic

value

 

Unvested at beginning of year

 

$

1,651,219

 

 

$

9.66

 

 

 

 

 

Granted

 

 

535,220

 

 

 

23.32

 

 

 

 

 

Vested

 

 

(556,563

)

 

 

9.90

 

 

 

 

 

Forfeited and cancelled

 

 

(16,679

)

 

 

15.79

 

 

 

 

 

Unvested at end of year

 

 

1,613,197

 

 

$

14.04

 

 

$

54,010

 

 

The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the years ended December 31, 2018, 2017 and 2016, was comprised as follows:

 

 

Year ended December 31,

 

 

 

2018

 

 

2017

 

 

2016

 

Cost of revenues

 

$

1,261

 

 

$

467

 

 

$

623

 

Research, development and clinical trials

 

 

4,709

 

 

 

3,587

 

 

 

3,155

 

Sales and marketing

 

 

7,393

 

 

 

3,784

 

 

 

5,111

 

General and administrative

 

 

26,483

 

 

 

19,278

 

 

 

12,552

 

Total share-based compensation expense

 

$

39,846

 

 

$

27,116

 

 

$

21,441

 

 

As of December 31, 2018, there were unrecognized compensation costs of $43,315, which are expected to be recognized over a weighted average period of approximately 2.60 years.

The weighted average grant date exercise price of the Company’s options granted during the years ended December 31, 2018, 2017 and 2016 were $23.73, $10.53 and $7.37 per share, respectively.  

The weighted average grant date fair values of the Company’s options forfeited and cancelled during the years ended December 31, 2018, 2017 and 2016 were $15.09, $12.54 and $9.72, respectively.

The aggregate intrinsic values for the options exercised during the years ended December 31, 2018, 2017 and 2016 were $57,813, $17,945 and $7,637, respectively. The aggregate intrinsic value is calculated as the difference between the per share exercise price and the deemed fair value of the Company’s ordinary shares for each share subject to an option multiplied by the number of shares subject to options at the date of exercise. The Company deemed the fair value of the Company’s ordinary shares to be $33.48, $20.20 and $7.85 per share as of December 31, 2018, 2017, and 2016, respectively.

 

 

The options outstanding as of December 31, 2018 are as follows:

 

Exercise price

 

Number

of options

outstanding

 

 

Weighted

average

remaining

contractual

term

 

 

Number

of options

exercisable

 

 

Weighted

average

remaining

contractual

term

 

$

 

 

 

 

 

(years)

 

 

 

 

 

 

(years)

 

0.23 - 1.00

 

 

46,045

 

 

 

1.28

 

 

 

46,045

 

 

 

1.28

 

1.01 - 7.00

 

 

1,741,728

 

 

 

3.43

 

 

 

1,664,228

 

 

 

3.23

 

7.01 - 11.00

 

 

3,358,859

 

 

 

7.16

 

 

 

1,477,492

 

 

 

5.91

 

11.01 - 16.00

 

 

4,725,204

 

 

 

7.43

 

 

 

1,745,554

 

 

 

6.76

 

16.01 - 20.00

 

 

298,637

 

 

 

8.57

 

 

 

71,502

 

 

 

8.57

 

20.01 - 27.50

 

 

3,661,651

 

 

 

8.57

 

 

 

1,073,462

 

 

 

6.98

 

27.51 - 35.00

 

 

606,091

 

 

 

9.53

 

 

 

12,345

 

 

 

9.42

 

 

 

 

14,438,215

 

 

 

7.27

 

 

 

6,090,628

 

 

 

5.61