NOTE 14 - STOCK BASED COMPENSATION

 

The stock-based expense recognized in the financial statements for services received is related to cost of goods, research and development, sales and marketing and general and administrative expenses as shown in the following table:

 

   2024   2023 
   Year ended
December 31,
 
   2024   2023 
         
Stock-based compensation expense – Cost of goods   -    20 
Stock-based compensation expense - Research and development   59    71 
Stock-based compensation expense - Sales and marketing   46    160 
Stock-based compensation expense - General and administrative   285    202 
Stock-based compensation expense   390    453 

 

 

MY SIZE, INC. AND ITS SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share data and per share data)

 

NOTE 14 - STOCK BASED COMPENSATION (Cont.)

 

Options issued to consultants

 

  a. In March 2023, the Company entered into a two-year agreement with a consultant to provide services to the Company including assisting the Company to promote, market and sell the Company’s technology to potential customers. Pursuant to such agreement and in partial consideration for such consulting services, the Company agreed to issue to the consultant options to purchase up to 500 shares of the Company’s common stock upon execution of the agreement. The options are exercisable at $24.00 per share and shall vest in two equal instalments every twelve months starting March 2023. Unexercised options shall expire 3 years from the effective date.
     
  b.

In July 2023, the Company entered into a six month agreement with a consultant to provide services to the Company, including assisting the Company to promote, market and sell the Company’s technology to potential customers and make strategic introductions and inquiries with interested parties in the financial community. Pursuant to the agreement and in partial consideration for such consulting services, the Company issued to the consultant (i) 5,000 shares of restricted common stock of the Company, (ii) a warrant to purchase 12,500 shares of common stock at an exercise price of $4.00 per share and exercisable for a term of 36 months from the date of issuance, and (iii) a warrant to purchase 12,500 shares of common stock at an exercise price of $6.00 per share and exercisable for a term of 36 months from the date of issuance.

 

The issuance was approved by the Company’s board of directors in February 2024.

 

In the year ended December 31, 2024, the Company recorded $71, as stock-based equity awards with respect to the consultant. No expenses were recorded in the fiscal year ended December 31, 2023 with respect to the consultant.

 

 

MY SIZE, INC. AND ITS SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share data and per share data)

 

NOTE 14 - STOCK BASED COMPENSATION (Cont.)

 

The Company’s outstanding options granted to consultants as of December 31, 2024 are as follows:

 

Issuance date  Options for
Common stock
   Weighted
Average
exercise price
per share
   Options
exercisable
   Expiration
date
                
September-October 2020   112   USD    216    112   September 2025
March 2023   500   USD 24    225   March 2026
                    
Total   612          337    

 

The Company uses the Black Scholes model to measure the fair value of the stock options with the assistance of a third party valuation.

 

The fair value of the Company’s stock options granted to non-employees was calculated using the following weighted average assumptions:

 

   2023 
   Grants 
     
Dividend yield   - 
Expected volatility   82.49%
Risk-free interest   3.96%
expected term of up to (years)   3 

 

 

MY SIZE, INC. AND ITS SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share data and per share data)

 

NOTE 14 - STOCK BASED COMPENSATION (Cont.)

 

Stock Option Plan for employees

 

In March 2017, the Company adopted a stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options to officers and key employees. The total number of options which may be granted to directors, officers, employees under this plan, is limited to 36,125 options. Stock options can be granted with an exercise price equal to or less than the stock’s fair market value at the date of grant.

 

The fair value of each option award is estimated on the date of grant using the Binomial option-pricing model that used the weighted average assumptions in the following table. The risk free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

 

   2024
Grants
   2023
Grants
 
Dividend yield   0 %   0%
Expected volatility   86.22%   82.49%
Risk-free interest   4.3%   3.96%
expected term   2.0-2.8    5 

 

In the years ended December 31, 2024 and 2023, 6,875 and 11,625 options, respectively, were granted.

 

On December 27, 2023, the Company’s stockholders approved an increase in the shares available for issuance under the 2017 Equity Incentive Plan from 36,125 shares to 130,000 shares.

 

On February 14, 2024, the Compensation Committee of the Company granted restricted share awards under the Company’s 2017 Equity Incentive Plan to Ronen Luzon, Or Kles and Billy Pardo, pursuant to which they were issued 37,500 restricted shares, 18,750 restricted shares and 18,750 restricted shares, respectively. The restricted shares vest in three equal instalments on January 1, 2025, January 1,2026 and January 1, 2027, conditioned upon continuous employment with the Company, and subject to accelerated vesting upon a change in control of the Company.

 

 

MY SIZE, INC. AND ITS SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share data and per share data)

 

NOTE 14 - STOCK BASED COMPENSATION (Cont.)

 

The total stock option compensation expense in the year ended December 31, 2024 amounted to $390 as follows: research and development expenses amounted to $59, sales and marketing expenses amounted to $46 and general and administrative expenses amounted to $285.

 

The total stock option compensation expense in the year ended December 31, 2023 amounted to $371 as follows: research and development expenses amounted to $71, sales and marketing expenses amounted to $130 and general and administrative expenses amounted to $168.

 

As of December 31, 2024, there was a total of $117 unrecognized compensation cost relating to non-vested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 2.0 years.

 

Share option activity during 2024 is as follows:

 

 

   2024 
  

Number of

options

  

Weighted

average

exercise

price US$

 
Outstanding at January 1   13,832    

8.88

 
Granted   6,875     

3.832

 
Exercised    -     -
Expired   (6,781)    - 
Outstanding at year end   13,926    6.97 
Vested at year end   7,926     8.72  

 

Share option activity during 2023 is as follows:

 

    2023  
   

Number of

options

   

Weighted

average

Exercise

price US$

 
Outstanding at January 1     5,201       179.84  
Granted     11,625       8.72  
Exercised     -       -  
Expired     (2,994 )     -  
Outstanding at year end     13,832       8.88  
Vested at year end     6,082       8.80  

 

 

MY SIZE, INC. AND ITS SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share data and per share data)

 

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.