Summary Compensation Table
The following table shows the compensation owed to our CEO and our CFO, or our named executive officers, for the fiscal years ended June 30, 2025, and 2024. We do not currently have any other executive officers.
| Name and Principal Position · Fiscal Year(3) · Salary ($)(4) · Non-Equity Plan Compensation ($) · Bonus ($) · Share-based Awards ($)(7) · All Other Compensation ($) · Total ($) |
|---|
| Yaky Yanay | 2025 | 441,816 | (6) | 81,500 | (8) | | 944,341 | (11) | 35,101 | (12) | 1,502,758 |
|---|
| CEO | 2024 | 281,693 | (5)(6) | 23,976 | (8) | | 399,000 | (5) | 36,810 | (12) | 741,479 |
|---|
| Liat Zalts(1) | 2025 | 194,637 | | - | | 381,321 | | 13,722 | (13) | 589,680 |
|---|
| CFO & Treasurer |
|---|
| Chen Franco-Yehuda(2) | 2025 | 231,355 | | 10,861 | (9) | 25,794 | (10) | 43,748 | (11) | 15,126 | (14) | 326,883 |
|---|
| Former CFO | 2024 | 257,309 | (6) | 7,992 | (9) | | 202,350 | | 24,715 | (14) | 492,366 |
|---|
| (1) | Ms. Zalts serves as the Company’s CFO and Treasurer effective from October 2024. The compensation reflects amounts received during the entire fiscal year. |
| (2) | Ms. Franco-Yehuda served as the Company’s CFO until September 30, 2024, and her term of employment ended on March 31, 2025. On February 11, 2025, the Board approved an acceleration of 50% of the then-unvested share award, equal to 11,094 RSUs, in accordance with Ms. Franco-Yehuda’s employment agreement. |
| (3) | The information is provided for each fiscal year, which begins on July 1 and ends on June 30. |
| (4) | Amounts paid for Salary which were originally denominated in NIS, were translated into U.S. dollars at the then current exchange rate for each payment. The salaries of Mr. Yanay, Ms. Zalts and Ms. Franco-Yehuda are comprised of base salaries and additional payments and provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel. |
| (5) | On December 14, 2022, Mr. Yanay, agreed to forgo, starting January 1, 2023, $375,000 of his annual cash salary for the next twelve months in return for equity grants, issuable under our existing equity compensation plans. In that regard, we granted Mr. Yanay (i) 41,853 RSUs, vesting ratably each month, and (ii) options to purchase 41,853 common shares, vesting ratably each month, with a term of 3 years, at an exercise price of $8.96 per share. In addition, the Board also agreed to grant Mr. Yanay options to purchase 187,500 common shares, with a term of 3 years, with the following terms: (i) options to purchase 62,500 common shares at an exercise price of $12.48 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023, (ii) options to purchase 62,500 common shares at an exercise price of $16.64 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023, and (iii) options to purchase 62,500 common shares at an exercise price of $20.8 per share, 50% vesting on June 30, 2023 and 50% vesting on December 31, 2023. All options were granted in January 2023 and will expire on April 27, 2026. |
| (6) | In December 2023, in light of the ongoing conflict in Israel and challenges in predicting its resolution and the subsequent impact on the Company’s operations, and in order to ensure the Company’s financial stability, the Board approved, at the recommendation of the Company’s management, (i) a 20% monthly cash salary reduction in the amount of 39,600 NIS to Mr. Yanay, our CEO, for the months of January 2024 and February 2024, (ii) a 20% cash salary reduction in the amount of 39,000 NIS to Mrs. Franco-Yehuda, our former CFO, for the months of December 2023, January 2024 and February 2024. In July 2025, Mr. Yanay elected to forgo 25% of his monthly cash salary for a period of six months commencing July 2025. |
| (7) | The fair value recognized for the share-based awards was determined as of the grant date in accordance with ASC 718. The assumptions used in the calculations for these amounts for fiscal year 2025 are included in Note 11 to our audited consolidated financial statements for fiscal year 2025 and 2024, respectively, included elsewhere in this Annual Report (see also “Grants of Plan-Based Awards” table presented below). |
| (8) | For Mr. Yanay, we accrued bonuses during fiscal years 2025 and 2024 of $81,500 and $23,976, respectively, for certain target bonuses as a result of the achievement of certain milestones that were defined by the Compensation Committee and for certain performance-based bonuses as defined in his employment agreement. On September 18, 2024, the Board approved a bonus payment of $31,500 to Mr. Yanay. Such bonus was paid in October 2024. |
| (9) | For Ms. Franco-Yehuda, we accrued bonuses during fiscal years 2025 and 2024 of $10,861 and $7,992, respectively, for certain performance-based bonuses as defined in her employment agreement. On September 18, 2024, the Board approved a bonus payment of $11,056 to Ms. Franco-Yehuda in accordance with her employment agreements. Such bonus was paid in October 2024. The remaining total balance of the bonus due to Mrs. Franco-Yehuda in the amount of $7,797, was paid in February and March 2025. |
| (10) | On September 18, 2024, the Board approved a one-time bonus payment of $25,794 to Ms. Franco-Yehuda. Such bonus was paid in October 2024. |
| (11) | On September 18, 2024, the Board also approved a special bonus of $131,250 for the CEO and a bonus payment of $43,750 for the former CFO, which were paid in common shares in September 2024. Accordingly, the Board resolved that the issuance of shares to the CEO and to the former CFO will be made under the Company’s 2019 Plan. |
| (12) | Includes costs in connection with car and mobile phone expenses for Mr. Yanay for fiscal year 2025 and 2024. We have also paid Mr. Yanay the tax associated with the company car benefit, which is grossed up and is part of the amount in the “Salary” column. |
| (13) | Includes costs in connection with a company car or car expenses reimbursement and mobile phone expenses for Ms. Zalts for fiscal year 2025. |
| (14) | Includes costs in connection with a company car or car expenses reimbursement and mobile phone expenses for Ms. Franco-Yehuda for fiscal year 2025 and 2024. |
Employment Agreements
During fiscal year 2025, we had the following written agreements and other arrangements concerning compensation with our named executive officers:
| (a) | Effective January 1, 2021, Mr. Yanay’s monthly salary is NIS 99,000, approximately $30,000 per month. Mr. Yanay is also provided with a cellular phone and a Company car (including gross payment of tax associated with the company car benefit) pursuant to the terms of his agreement. Furthermore, Mr. Yanay is entitled to a performance-based bonus of 1.5% from amounts received by us from non-diluting funding and strategic deals and a target bonus equal to up to seven times his monthly salary subject to milestones and performance targets that were set by our Compensation Committee. The Board may also grant Mr. Yanay a discretionary bonus of up to 3 months of his monthly salary. |
| (b) | Effective January 1, 2021, Ms. Franco-Yehuda’s monthly salary was NIS 65,000. Ms. Franco-Yehuda also received cellular phone expense reimbursements and was entitled to car expense reimbursements or Company car pursuant to the terms of her employment agreement. Furthermore, Ms. Franco-Yehuda was entitled to a performance-based bonus of 0.5% from amounts received by us from non-diluting funding and strategic deals and a target bonus equal to up to five and a half times her monthly salary, subject to milestones and performance targets that were set by our Compensation Committee. The Board could also grant Ms. Franco-Yehuda a discretionary bonus of up to 3 months of her monthly salary. Ms. Franco-Yehuda served as the Company’s CFO until September 30, 2024, and her term of employment ended on March 31, 2025. On February 11, 2025, the Board approved an acceleration of 50% of the then-unvested share award, equal to 11,094 RSUs, in accordance with Ms. Franco-Yehuda’s employment agreement. |
| (c) | On September 18, 2024, the Company entered into an employment agreement and a standard indemnification agreement with Liat Zalts, as the Company’s CFO and Treasurer effective as of October 1, 2024. Effective October 1, 2024, Ms. Zalts receives a monthly salary of NIS 48,000. She is also entitled to reimbursement for cellular phone expenses and either reimbursement of car expenses or the provision of a Company car, in accordance with the terms of her employment agreement. Ms. Zalts was granted 15,000 RSUs with a three-year vesting period (50% will vest quarterly on the first year, 25% will vest quarterly on the second year and 25% will vest quarterly on the third year). The agreement also provides for acceleration of unvested awards upon certain terminations or a Change of Control. Except as otherwise set forth herein, there is no arrangement or understanding between Ms. Zalts any other person pursuant to which she was appointed as CFO and there are no transactions in which Ms. Zalts has an interest requiring disclosure under Item 404(a) of Regulation S-K. |
| (d) | On September 18, 2024, the Board approved a bonus payment of $31,500 to the CEO and a bonus payment of $36,850 to Ms. Franco-Yehuda in accordance with their employment agreements and a one-time bonus. Such bonus was paid in October 2024. In addition, the Board also approved a special bonus of $131,250 for the CEO and a bonus payment of $43,750 for Ms. Franco-Yehuda, which were paid in October 2024. Accordingly, the Board resolved that the issuance of shares to the CEO and to Ms. Franco-Yehuda was under the Company’s 2019 Plan. |
Potential Payments Upon Termination or Change-in-Control
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change-in-control) or a change of responsibilities following a change-in-control, except for the following: (i) in the event of termination of Mr. Yanay employment, he is entitled to a severance payment, under Israeli law, that equals a month’s compensation for each twelve-month period of employment or otherwise providing services to the Company, and an additional adjustment fee that equals the monthly base salary multiplied by six, plus the number of years the employment agreement is in force from September 12, 2018, but in any event no more than nine months in the aggregate; and (ii) in the event of termination of Ms. Zalts’ employment, she is entitled to a severance payment, under Section 14 of the Israeli Severance Pay Law, 1963, or the Severance Pay Law.
In addition, Mr. Yanay and Ms. Zalts are entitled to acceleration of the vesting of their options and RSUs in the following circumstances: (1) if we terminate their employment for a reason other than cause (as may be defined in each respective agreement), they will be entitled to acceleration of 100% of any unvested awards and (2) if they resign, they will be entitled to acceleration of 50% of any unvested award, subject to the approval of the Board. In addition, Mr. Yanay and Ms. Zalts are also entitled to acceleration of 100% of any unvested award in case of our change in control as defined in their respective employment agreements.
The following table displays the value of what our CEO and CFO would have received from us had their employment been terminated, or a change in control of us happened on June 30, 2025.
| Officer · Salary · Accelerated Vesting of RSUs(1) · Total |
|---|
| Yaky Yanay |
|---|
| Terminated due to officer resignation | $765,287 | (5) | $488,669 | (2) | $1,253,956 |
|---|
| Terminated due to discharge of officer | $765,287 | (5) | $977,338 | (3) | $1,742,625 |
|---|
| Change in control | $765,287 | (5) | $977,338 | (4) | $1,742,625 |
|---|
| Liat Zalts |
|---|
| Terminated due to officer resignation | - | (6) | $176,915 | (2) | $179,915 |
|---|
| Terminated due to discharge of officer | - | (6) | $353,831 | (3) | $353,831 |
|---|
| Change in control | $59,154 | (6) | $353,831 | (4) | $412,985 |
|---|
| (1) | Value shown represents the difference between the closing market price of our common shares on June 30, 2025, of $4.95 per share and the applicable exercise price of each grant. |
| (2) | Up to 50% of all unvested RSUs issued under the applicable equity incentive plans vest upon resignation under the terms of those plans, subject to the approval of the Board at its sole discretion. |
| (3) | All unvested RSUs issued under the applicable equity incentive plans vest upon an involuntary termination due to discharge, except for cause. |
| (4) | All unvested RSUs issued under the applicable equity incentive plans vest upon a change in control under the terms of those plans. |
| (5) | Pursuant to his employment agreement, in case of termination or change of control, Mr. Yanay is entitled to adjustment fees of $381,000 (nine (9) months salaries including provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel). In addition, as of June 30, 2025, Mr. Yanay is eligible to receive severance payments of $384,000, out of which $399,000 has been accrued in his severance fund. Therefore, we will not need to pay the difference between Mr. Yanay’s eligibility to receive severance payment and the value of the fund. |
| (6) | Pursuant to her employment agreement, in case of termination, Ms. Zalts is entitled to provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel) and severance payments, according to Section 14 of the Severance Pay Law. In addition, in the event of change of control Ms. Zalts is entitled to adjustment fees of $59,000 (three (3) months salaries). |
Pension, Retirement or Similar Benefit Plans
We have no arrangements or plans, except for those we are obligated to maintain pursuant to the Israeli law, under which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options, RSUs or RS at the discretion of our Board in the future.
Outstanding Equity Awards at the End of Fiscal Year 2025
The following table presents the outstanding equity awards held as of June 30, 2025, by our named executive officers, all of which have been issued pursuant to our 2019 Equity Compensation Plan, or the 2019 Plan, and the Amended and Restated 2016 Equity Compensation Plan, or the 2016 Plan:
| Number of Securities Underlying Unexercised |
|---|
| Option Awards · Stock Awards |
|---|
| Name · Number of securities underlying unexercised options (#) exercisable · Number of securities underlying unexercised options (#) unexercisable · Option exercise price ($) · Option expiration date · Number of shares that have not vested (#) · Market value of shares that have not vested ($) |
|---|
| Yaky Yanay | 3,488 | - | 8.96 | 31/01/2026 | - | | - |
|---|
| 3,488 | - | 8.96 | 18/02/2026 | - | | - |
| 3,488 | - | 8.96 | 31/03/2026 | - | | - |
| 3,488 | - | 8.96 | 25/04/2026 | - | | - |
| 3,488 | - | 8.96 | 31/05/2026 | - | | - |
| 3,488 | - | 8.96 | 30/06/2026 | - | | - |
| 3,488 | - | 8.96 | 31/07/2026 | - | | - |
| 3,488 | - | 8.96 | 31/08/2026 | - | | - |
| 3,488 | - | 8.96 | 30/09/2026 | - | | - |
| 3,488 | - | 8.96 | 31/10/2026 | - | | - |
| 3,488 | - | 8.96 | 30/11/2026 | - | | - |
| 3,489 | - | 8.96 | 31/12/2026 | - | | - |
| 31,250 | - | 12.48 | 30/06/2026 | - | | - |
| 31,250 | - | 12.48 | 31/12/2026 | - | | - |
| 31,250 | - | 16.64 | 30/06/2026 | - | | - |
| 31,250 | - | 16.64 | 31/12/2026 | - | | - |
| 31,250 | - | 20.8 | 30/06/2026 | - | | - |
| 31,250 | - | 20.8 | 31/12/2026 | - | | - |
| - | - | - | - | 38,279 | (1) | $189,481 |
| - | - | - | - | 159,163 | (2) | $787,857 |
| Liat Zalts | - | - | - | - | 2,731 | (3) | $13,519 |
|---|
| - | - | - | - | 9,375 | (4) | $46,406 |
| - | - | - | - | 59,375 | (5) | $293,906 |
| (1) | 38,279 RSUs will vest in seven equal installments of 5,469 on July 23, 2025, and every three months thereafter. |
| (2) | 159,163 RSUs vest as follows: (a) 68,211 RSUs vest in three equal installments of 22,737 on August 28, 2025, and three months thereafter; and (b) 90,952 RSUs vest in eight equal installments of 11,369 on May 25, 2026, and every three months thereafter. |
| (3) | 2,731 RSUs vest as follows: (a) 2,346 RSUs vest in six equal installments of 391 on July 18, 2025, and three months thereafter; and (b) one installment of 385 on January 18, 2027. |
| (4) | 9,375 RSUs vest as follows: (a) one installment of 1,875 RSUs on September 18, 2025; (b) 6,566 RSUs vest in seven equal installments of 938 RSUs on December 18, 2025, and every three months thereafter; and (c) one installment of 934 RSUs on September 18, 2027. |
| (5) | 59,375 RSUs vest as follows: (a) 25,446 RSUs vest in three equal installments of 8,482 on August 28, 2025, and three months thereafter; and (b) 33,929 RSUs vest in eight equal installments of 4,241 on May 25, 2026, and every three months thereafter. |
Director Compensation
The following table provides information regarding compensation earned by, awarded or paid to each person for serving as a director who is not an executive officer during fiscal year 2025:
| Name | Fees Earned or Paid in Cash ($)(2) | Stock-based Awards ($)(3) | Total ($) |
|---|
| Alexandre Weinstein | 17,500 | 45,818 | 63,318 |
|---|
| Doron Birger (1) | 48,984 | 52,232 | 101,216 |
|---|
| Maital Shemesh-Rasmussen | 44,000 | 49,943 | 93,943 |
|---|
| Rami Levi | 44,000 | 49,943 | 93,943 |
|---|
| Zami Aberman | 129,003 | 64,145 | 193,148 |
|---|
| (1) | Mr. Birger served as a director until June 30, 2025, when he was not re-elected as a director at the 2025 Annual Meeting. |
| (2) | Excluding VAT. |
| (3) | The fair value recognized for the stock-based awards was determined as of the grant date in accordance with ASC 718. |
As of June 30, 2025, we have outstanding grants to our non-executive directors aggregating 208,743 RSUs of which 161,148 were exercisable or vested, as the case may be, as follows:
| Name | Total of options and RSUs granted and outstanding | Total unvested RSUs |
|---|
| Zami Aberman | 142,556 | 14,964 |
|---|
| Doron Birger(1) | 19,178 | - |
|---|
| Alexandre Weinstein | 10,250 | 8,969 |
|---|
| Rami Levi | 18,314 | 11,804 |
|---|
| Maital Shemesh-Rasmussen | 18,445 | 11,858 |
|---|
| Total | 208,743 | 47,595 |
|---|
| (1) | Since Mr. Birger was not re-elected as a director at the Company’s 2025 Annual Meeting, 100% of his unvested awards as of June 30, 2025, were accelerated. |
For all directors, the vesting of directors’ share options, RSUs and RS accelerate in the following circumstances: (1) if the director is not re-nominated to serve on the Board or the director is not re-elected by stockholders at a special or annual meeting, this will result in the acceleration of 100% of any unvested award, and (2) the voluntary resignation of a director will result in the acceleration of up to 50% of any unvested award subject to Board approval. In addition, a change in control will result in the acceleration of 100% of any unvested award of our directors.
Mr. Aberman serves as our Chairman of the Board, and on January 1, 2023, we entered into a new consulting agreement, or the New Agreement, with Mr. Aberman pursuant to which Mr. Aberman currently receives a yearly gross amount of $116,000 plus VAT as applicable in Israel, payment is made on a monthly basis. Mr. Aberman is also entitled, Subject to Board’s discretion, a special bonus payment of up to $75,000 for extraordinary performance, or special efforts devoted on behalf of the Company. In addition, the Board or the Board’s Compensation Committee may decide to grant Mr. Aberman with other bonuses at the Board discretion. Mr. Aberman is also entitled to a monthly car expenses reimbursement of NIS 4,000.
Other than as described above, we have no present formal plan for compensating our directors for their service in their capacity as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board as per policy approved by our Compensation Committee. The Board may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.
Other than indicated above, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments during fiscal year 2025.
