STOCK CAPITAL
 9 Months Ended
Sep. 30, 2014
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
NOTE 6 -
STOCK CAPITAL
 
A.
The rights of Common Stock are as follows:
 
Holders of Common Stock have the right to receive notice to participate and vote in general meetings of the Company, the right to a share in the excess of assets upon liquidation of the Company and the right to receive dividends, if declared.
 
The Common Stock is publicly traded on the NASDAQ Capital Market under the symbol BCLI.
 
B.
Issuance of shares, warrants and options:
 
1.
Private placements and public offering:
 
(a)
In July 2007, the Company entered into an investment agreement, that was amended in August 2009, according to which for an aggregate subscription price of up to $ 5,000, the Company issued 2,777,777 shares of Common Stock and a warrant to purchase 672,222 shares of Common Stock at an exercise price of $3 per share and a warrant to purchase 1,344,444 shares of common stock at an exercise price of $4.35 per share. The warrants may be exercised at any time and expire on November 5, 2013. In May 2012 the warrants were extended by additional 18 months, through May 5, 2015. In May 2015 the warrants were extended by additional 18 months, through November 5, 2017.
 
In January 2011, the Company and the investor signed an agreement to balance the remaining amount due to the investor, totaling $20, against the remaining balance of the investment and the Company issued the above shares and warrants.
 
In addition, the Company issued an aggregate of 83,333 shares of Common Stock to a related party as an introduction fee for the investment. As of the balance sheet date, no warrants have been exercised.
 
(b)
In February 2010, the Company issued an aggregate 399,999 shares of Common Stock to three investors (133,333 to each investor) and warrants to purchase an aggregate of 199,998 shares of Common Stock (66,666 to each investor) with an exercise price of $7.50 per share for aggregate proceeds of $1,500 ($500 from each investor).
 
(c)
On July 17, 2012, the Company raised a $5,700 gross proceeds through a public offering (“2012 Public Offering”) of its common stock. The Company issued a total of 1,321,265 shares of common stock., ($4.35 per share) and 990,949 warrants to purchase 0.75 shares of Common Stock for every share purchased in the Public Offering, at an exercise price of $4.35 per share. The Warrants are exercisable until the 30 month anniversary of the date of issuance.
 
After deducting closing costs and fees, the Company received net proceeds of approximately $4,900.
 
The Company paid to the Placement Agency, Maxim Group LLC (the “Placement Agent”), a cash fee and a corporate finance fee equal to 7% of the gross proceeds of the Public Offering. In addition, the Company issued to the Placement Agent a two year warrant to purchase up to 32,931 shares of Common Stock (equal to 3% of the number of shares sold in the Public Offering), with an exercise price equal to $5.22 (120% of the Public offering price). The Warrants are exercisable until the 30 month anniversary of the date of issuance. In addition, the Company issued to Leader Underwriters (1993) Ltd, warrants to purchase 15,517 shares of Common stock, at an exercise price of $4.35 per share. The warrants are exercisable until the 30 month anniversary of the date of issuance.
  
(d)
On February 4, 2013, the Company issued 8,408 shares of Common Stock to an investor, according to a settlement agreement, for the correction of the conversion rate of a $200 convertible loan. The convertible loan was issued in 2006 and converted in 2010.
 
(e)
On February 7, 2013, the Company issued 55,556 units to a private investor for total proceeds of $250. Each unit consisted of one share of Common Stock and a warrant to purchase one share of Common Stock at $7.5 per share exercisable for 32 months.
 
(f)
On August 16, 2013, the Company raised $4,000 (gross) through a registered public offering (“2013 Public Offering”) of its common stock. The Company issued a total of 1,568,628 common stock, ($2.55 per share) and 1,176,471 warrants to purchase 0.75 shares of Common Stock for every share purchased in the Public Offering, at an exercise price of $3.75 per share. The Warrants are exercisable until the 36 month anniversary of the date of issuance. The Warrants also include, subject to certain exceptions, full ratchet anti-dilution protection in the event of the issuance of any common stock, securities convertible into common stock, or certain other issuances at a price below the then-current exercise price of the Warrants, which would result in an adjustment to the exercise price of the Warrants. In the event of a sale of the Company, each holder of Warrants has the right, exercisable at its option, to require the Company to purchase such holder’s Warrants at a price determined using a Black-Scholes option pricing model as described in the Warrants. After deducting closing costs and fees, the Company received net proceeds of approximately $3.3 million.
 
In accordance with the provisions of ASC 815 (formerly FAS 133) the proceeds related to the warrants at the amount of $829 were recorded to liabilities at the fair value of such warrants as of the date of issuance, and the proceeds related to common stocks of 2,496 were recorded to equity.
 
On April 25, 2014, the Company entered into agreements with holders of warrants originally issued in the Company’s August 16, 2013 public offering (the “2013 Warrants”) to exchange outstanding 2013 Warrants entitling the holders to purchase an aggregate of 777,471 shares of Company common stock, $0.00005 par value for an aggregate of 388,735 unregistered shares of Common Stock.
 
 After the exchange, the 2013 Warrants were cancelled and of no further force and effect.
 
On May 27, 2014 the Company entered into agreements with certain holders of warrants originally issued in the Company’s August 16, 2013 public offering to repurchase outstanding 2013 Warrants entitling the holders to purchase an aggregate of 333,235 shares of Company common stock, for an aggregate of approximately $600,000. Each share of Common Stock issuable pursuant to the 2013 Warrants was repurchased for $1.80 cash payment by the Company per Warrant Share. Warrants participating in the Redemption were cancelled and of no further force and effect.
 
In May 2014, certain holders of 2013 Warrants which did not participate in the Redemption and whose 2013 Warrants will therefore remain outstanding after the Effective Date, have waived anti-dilution provisions of their 2013 Warrants.
  
After the balance sheet date, in July 2014, the Company signed an amendment to certain holders of warrants originally issued in the Company’s August 16, 2013 public offering and did not participate in the Redemption, to adjust the exercise price of the warrants to $0.525 per share.
 
As of September 30, 2014, the fair value of such warrants was presented as a liability at its fair value $104 as of such date.
 
(g)
On June 19, 2014, the Company, pursuant to the June 13, 2014 securities purchase agreement, entered into with a group of investors, including several healthcare-focused funds, effected a private placement of the Company’s common stock, $0.00005 par value per share, and warrants to purchase Common Stock. The Company received gross proceeds of $10.5 million, resulting from the issuance and sale of 2.8 million shares of Common Stock at a price per share of $3.75, a 15% discount to the 30 day volume-weighted average price of $4.41. The Investors received warrants to purchase up to  2.8 million shares of Common Stock at an exercise price of $5.22 per share. The Warrants became exercisable immediately upon closing of the private placement and have a term of three (3) years.
 
2.
Share-based compensation to employees and to directors:
 
(a)
Options to employees and directors:
 
On November 25, 2004, the Company's stockholders approved the 2004 Global Stock Option Plan and the Israeli Appendix thereto (which applies solely to participants who are residents of Israel) and on March 28, 2005, the Company's stockholders approved the 2005 U.S. Stock Option and Incentive Plan, and the reservation of 609,564 shares of Common Stock for issuance in the aggregate under these stock plans.
 
In June 2008, June 2011 and in June 2012, the Company's stockholders approved increases in the number of shares of common stock available for issuance under these stock option plans by 333,333, 333,333 and 600,000 shares, respectively
 
Each option granted under the plans is exercisable until the earlier of ten years from the date of grant of the option or the expiration dates of the respective option plans. The 2004 and 2005 options plans will expire on November 25, 2014 and March 28, 2015, respectively.
 
On August 14, 2014, the Company's stockholders approved the 2014 Global Share Option Plan and the Israeli Appendix thereto (which applies solely to participants who are residents of Israel) and the 2014 Stock Incentive Plan, and the reservation of 600,000 shares of Common Stock for issuance in the aggregate under these stock plans.
 
The exercise price of the options granted under the plans may not be less than the nominal value of the shares into which such options are exercised. The options vest primarily over three years. Any options that are canceled or forfeited before expiration become available for future grants.
 
From 2005 through 2009, the Company granted its directors options to purchase 53,333 (in total) shares of Common Stock of the Company at an exercise price of $2.25 per share. The options are fully vested and will expire after 10 years.
 
On April 13, 2010, the Company, Abraham Israeli and Hadasit Medical Research Services and Development Ltd. (“Hadasit”) entered into an Agreement (as amended, the “Hadasit Agreement”) pursuant to which Prof. Israeli agreed, during the term of the Hadasit Agreement, to serve as (i) the Company’s Clinical Trials Advisor and (ii) a member of the Company’s Board of Directors. 
   
Accordingly, the Company granted to Prof. Israeli in each of April 2010, June 2011, April 2012 and April 2013, an option to purchase 11,111 shares of Common Stock at an exercise price equal to $0.00075 per share.
 
In addition, the Company granted Hadasit, in each of April 2010, June 2011, April 2012, and April 2013, a warrant to purchase 2,222 shares of Common Stock at an exercise price equal to $0.00075 per share.
Such options and warrants will vest and become exercisable in twelve (12) consecutive equal monthly amounts.
 
In addition, on April 13, 2014, pursuant to the Hadasit Agreement, and pursuant to the December 2013 letter from the Company to Prof. Israeli, the Company issued to Prof. Israeli, an option to purchase 20,000 shares of its Common Stock at an exercise price of $0.00075 per share.
 
On April 25, 2014 the Agreement among the Company, Prof. Abraham Israeli and Hadasit was terminated. As a result of the termination, Prof. Israeli and Hadasit will no longer receive annual grants to purchase shares of Common Stock, and any outstanding and unvested grants made pursuant to the Agreement ceased to vest, and the grants were valid until and exercisable only on or before October 25, 2014.
 
After the balance sheet date, Prof. Israeli and Hadasit exercised the options and warrants granted to them to purchase 44,444 and 8,889 respectively (see Note 7A and 7B).
 
On December 16, 2010, the Company granted to two of its directors an option to purchase 26,667 shares of Common Stock at an exercise price of $2.25 per share. The options are fully vested and are exercisable for a period of 10 years. The compensation related to the option, in the amount of $78, was recorded as general and administrative expense.
 
On August 1, 2012, the Company granted to three of its directors options to purchase an aggregate of 30,667 shares of Common Stock of the Company at $2.25 per share. The total compensation related to the option was $105, which is amortized over the vesting period as general and administrative expense.
 
On April 19, 2013, the Company granted to three of its directors options to purchase an aggregate of 30,667 shares of Common Stock of the Company at $2.25 per share. The total compensation expense related to the options was recorded as general and administrative expense.
 
On June 6, 2014, the Company entered into an employment agreement which sets forth the terms of COO employment. COO also was granted a stock option under the Company’s Amended and Restated 2004 Global Share Option Plan for the purchase of 33,333 shares of the Company’s common stock, which was fully vested and exercisable upon grant. The exercise price for the Initial Grant is $2.7 per share. The total related compensation, in the amount of $55 was recorded as general and administrative expense.
   
On June 9, 2014, the Company hired the new CEO. CEO was granted a stock option for the purchase of 380,000 shares of the Company’s common stock, which shall vest and become exercisable as to 25% of the Shares on the first anniversary of the Grant Date and the remainder of the Shares shall vest and become exercisable in equal monthly installments on each of the 36 monthly anniversaries following the Initial Vesting Date.  The exercise price for the CEO Grant is $4.5 per share. The total related compensation, in the amount of $1,494 will be recorded as general and administrative expense.
 
After the balance sheet date, the Company granted to four of its directors options to purchase an aggregate of 70,666 shares of Common Stock of the Company at $0.75 per share. (See Note 7(C)).
 
A summary of the Company's option activity related to options to employees and directors, and related information is as follows:
 
 
 
For the nine months ended
September 30, 2014
 
 
 
Amount of
options
 
Weighted
average
exercise
price
 
Aggregate
intrinsic
value
 
 
 
 
 
 
$
 
$
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at beginning of period
 
 
412,389
 
 
2.5576
 
 
 
 
Granted
 
 
433,333
 
 
4.1539
 
 
 
 
Exercised
 
 
(13,333)
 
 
2.2500
 
 
 
 
Cancelled
 
 
(66,500)
 
 
2.1250
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at end of period
 
 
765,889
 
 
3.5037
 
 
464,393
 
 
 
 
 
 
 
 
 
 
 
 
Vested and expected-to-vest at end of period
 
 
360,389
 
 
2.5342
 
 
567,888
 
 
The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’s shares on September 30, 2014 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 30, 2014.
 
(b)
Restricted shares to directors:
 
On August 22, 2011, the Company entered into an agreement with Chen Schor (the “Executive Director Agreement”) pursuant to which the Company granted to Mr. Schor 61,558 shares of restricted Common Stock of the Company.   The shares will vest over 3 years - 1/3 upon each anniversary of the Grant Date. In addition, the Company will pay $15 per quarter to Mr. Schor for his services as an Executive Board Member.
 
On April 19, 2013, the Company issued to two of its directors and four of its Advisory Board members a total of 50,667 restricted shares of Common Stock. The shares will vest in 12 equal monthly portions until fully vested on the anniversary of grant. Related compensation expense in the amount of $175 was recorded as general and administrative expense.
 
On August 15, 2014, the Company issued to two of its directors and four of its Advisory Board members a total of 50,667 restricted shares of Common Stock. The shares will vest in 12 equal monthly portions until fully vested on the anniversary of grant. Related compensation expense in the amount of $236 will be recorded as general and administrative expense
 
3.
Shares and warrants to investors and service providers:
 
The Company accounts for shares and warrant grants issued to non-employees using the guidance of ASC 505-50, "Equity-Based Payments to Non-Employees" (EITTF 96-18, "Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services"), whereby the fair value of such option and warrant grants is determined using a Black-Scholes options pricing model at the earlier of the date at which the non-employee's performance is completed or a performance commitment is reached.
 
(a)
Warrants to investors and service providers and investors:
 
The fair value for the warrants to service providers was estimated on the measurement date determined using a Black-Scholes option pricing model, with the following weighted-average assumptions for the year ended December 31, 2010; weighted average volatility of 140%, risk free interest rates of 2.39%-3.14%, dividend yields of 0% and a weighted average life of the options of 5-5.5 and 1-9 years. There were no grants to service providers during 2012, 2013 and 2014 using Black-Scholes calculation.
 
Issuance date
 
Number of
warrants
issued
 
Exercised
 
Forfeited
 
Outstanding
 
Exercise
Price $
 
Warrants
exercisable
 
Exercisable
through
 
Nov-Dec 2004
 
 
973,390
 
 
959,734
 
 
13,656
 
 
-
 
 
0.00075 - 0.15
 
 
-
 
-
 
Feb-Dec 2005
 
 
203,898
 
 
32,011
 
 
169,887
 
 
2,000
 
 
2.25 - 37.5
 
 
2,000
 
Jun - Dec 2015
 
Feb-Dec 2006
 
 
112,424
 
 
48,513
 
 
31,911
 
 
32,000
 
 
0.075 – 22.5
 
 
32,000
 
Feb - May 2016
 
Mar-Nov 2007
 
 
180,220
 
 
-
 
 
66,887
 
 
113,333
 
 
2.25 - 7.05
 
 
113,333
 
Mar 2017 – Oct 2017
 
Nov 2008
 
 
6,667
 
 
-
 
 
-
 
 
6,667
 
 
2.25
 
 
6,667
 
Sep-18
 
Apr-Oct 2009
 
 
26,667
 
 
6,667
 
 
-
 
 
20,000
 
 
1.005 – 1.5
 
 
20,000
 
Apr 2019 – Oct 2019
 
Aug 2007- Jan 2011
 
 
2,016,667
 
 
-
 
 
-
 
 
2,016,667
 
 
3 - 4.35
 
 
2,016,667
 
Nov-17
 
Jan 2010
 
 
83,333
 
 
-
 
 
83,333
 
 
-
 
 
7.5
 
 
-
 
-
 
Feb 2010
 
 
8,333
 
 
8,333
 
 
-
 
 
-
 
 
0.15
 
 
-
 
-
 
Feb 2010
 
 
200,000
 
 
-
 
 
200,000
 
 
-
 
 
7.5
 
 
-
 
-
 
Feb 2010
 
 
100,000
 
 
-
 
 
-
 
 
100,000
 
 
0.015
 
 
66,667
 
Feb-20
 
Feb 2011
 
 
42,735
 
 
-
 
 
42,735
 
 
-
 
 
5.85
 
 
-
 
-
 
Feb 2011
 
 
427,167
 
 
63,122
 
 
364,044
 
 
-
 
 
4.2
 
 
-
 
-
 
Feb 2011
 
 
854,333
 
 
-
 
 
854,333
 
 
-
 
 
7.5
 
 
-
 
-
 
Jul 2012
 
 
32,931
 
 
-
 
 
32,931
 
 
-
 
 
5.22
 
 
-
 
-
 
Jul 2012
 
 
15,517
 
 
-
 
 
-
 
 
15,517
 
 
4.35
 
 
15,517
 
Jan-15
 
Jul 2012
 
 
990,949
 
 
150,651
 
 
-
 
 
840,297
 
 
4.35
 
 
840,297
 
Jan-15
 
Feb 2013
 
 
55,556
 
 
-
 
 
-
 
 
55,556
 
 
7.5
 
 
55,556
 
Oct-15
 
April 2010-2013
 
 
8,889
 
 
-
 
 
-
 
 
8,889
 
 
0.00075
 
 
8,889
 
Oct-14
 
Aug 2013
 
 
1,147,471
 
 
-
 
 
1,110,706
 
 
36,765
 
 
3.75
 
 
36,765
 
Aug-16
 
Aug 2013
 
 
29,000
 
 
-
 
 
-
 
 
29,000
 
 
0.525
 
 
29,000
 
Aug-16
 
Jun 2014
 
 
2,800,000
 
 
-
 
 
-
 
 
2,800,000
 
 
5.22
 
 
2,800,000
 
Jun-17
 
 
 
 
10,316,145
 
 
1,269,032
 
 
2,970,423
 
 
6,076,690
 
 
 
 
 
6,043,357
 
 
 
   
(b)
Shares:
 
On December 30, 2009, the Company issued to Ramot 74,667 shares of Common Stock (See Note 4).
 
On December 31, 2011, the Company issued to Hadasit warrants to purchase up to 100,000 restricted shares of Common Stock at an exercise price of $0.015 per share, exercisable for a period of 5 years.  The warrants shall vest over the course of the trials as follows: 33,333 upon enrollment of 1/3 of the patients; an additional 33,333 upon enrollment of all the patients and the final 33,333 upon completion of the study.
 
On January 16, 2013, the Company granted an aggregate of 14,400 shares of Common Stock of the Company to two consultants, for services rendered through December 31, 2012. Related compensation expense in the amount of $54 was recorded as research and development expense.
 
On February 4, 2013, the Company issued 8,408 shares of Common Stock to an investor, according to a settlement agreement, for the correction of the conversion rate of a $200 convertible loan. The convertible loan was issued in 2006 and converted in 2010.
 
On March 11, 2013, the Company granted to its legal advisor 12,913 shares of Common Stock for 2013 legal services. The related compensation expense in the amount of $44.5 was recorded as general and administrative expense.
 
On November 13, 2013, the Company approved a grant of 30,000 shares of Common Stock to the Consultants, for services rendered during January 1, 2013 through September 30, 2013 (the “2013 Shares”). On March 24, 2014, the Company approved grants of an aggregate of 6,000 shares of Common Stock to the Consultants for services rendered in 2014, and issued such shares together with the 2013 Shares.
 
On March 11, 2013, the Company granted to two of its service providers an aggregate of 26,667 shares of Common Stock. The shares are public relations services. The related compensation expense in the amount of $92 was recorded as general and administrative expense.
 
On July 28, 2014, the Company granted to its legal advisor 10,752 shares of Common Stock for 2014 legal services. As of September 30, 2014, related compensation expense in the amount of $37 was recorded as general and administrative expense.
  
The total stock-based compensation expense, related to shares, options and warrants granted to employees, directors and service providers, was comprised, at each period, as follows:
 
 
 
Nine months ended
 
Three months ended
 
 
 
September 30,
 
September 30,
 
 
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unaudited
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Research and development
 
 
160
 
 
101
 
 
16
 
 
7
 
General and administrative
 
 
604
 
 
521
 
 
339
 
 
(71)
 
Total stock-based compensation expense
 
 
764
 
 
622
 
 
355
 
 
(64)