Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity Registrant Name | INTELGENX TECHNOLOGIES CORP. | |
Entity Central Index Key | 0001098880 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 174,646,197 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 6420 Abrams | |
Entity Address, City or Town | Ville Saint Laurent | |
Entity Address, State or Province | QC | |
Entity Address, Postal Zip Code | H4S 1Y2 | |
Entity Address, Country | CA | |
City Area Code | 514 | |
Local Phone Number | 331-7440 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-31187 | |
Entity Tax Identification Number | 87-0638336 |
Consolidated Balance Sheet (una
Consolidated Balance Sheet (unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current | ||
Cash | $ 1,498 | $ 3,945 |
Short-term investments | 3,250 | 6,004 |
Accounts receivable | 589 | 680 |
Prepaid expenses | 112 | 105 |
Investment tax credits receivable | 93 | 436 |
Security deposits | 189 | 205 |
Inventory | 80 | 62 |
Total current assets | 5,811 | 11,437 |
Leasehold improvements and equipment, net | 4,527 | 5,213 |
Security deposits | 242 | 252 |
Operating lease right-of-use-asset | 774 | 1,003 |
Total assets | 11,354 | 17,905 |
Current | ||
Accounts payable and accrued liabilities | 1,974 | 2,299 |
Current portion of operating lease liability | 231 | 249 |
Current portion of finance lease liability | 35 | 36 |
Deferred revenue | 0 | 189 |
Convertible debentures | 0 | 4,247 |
Total current liabilities | 2,240 | 7,020 |
Long-term debt | 5,500 | 2,500 |
Convertible notes | 4,226 | 3,709 |
Operating lease liability | 465 | 642 |
Finance lease liability | 51 | 84 |
Deferred income tax liability | 0 | 79 |
Total liabilities | 12,482 | 14,034 |
Contingencies | ||
Shareholders' (deficit) equity | ||
Capital stock, common shares, $0.00001 par value; 450,000,000 shares authorized; 174,646,196 shares issued and outstanding (2021: 154,571,289 common shares) | 1 | 1 |
Additional paid-in capital | 67,321 | 63,104 |
Accumulated deficit | (65,786) | (57,863) |
Accumulated other comprehensive loss | (2,664) | (1,371) |
Total shareholders' (deficit) equity | (1,128) | 3,871 |
Total liabilities and shareholders' equity | $ 11,354 | $ 17,905 |
Consolidated Balance Sheet (par
Consolidated Balance Sheet (parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares, issued | 174,646,196 | 154,571,289 |
Common stock, shares, outstanding | 174,646,196 | 154,571,289 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit (unaudited) - 9 months ended Sep. 30, 2022 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Beginning Balance at Dec. 31, 2021 | $ 1 | $ 63,104 | $ (57,863) | $ (1,371) | $ 3,871 |
Beginning Balance (Shares) at Dec. 31, 2021 | 154,571,289 | ||||
Modified retrospective adjustment upon adoption of ASU 2020-06 | (325) | 23 | (302) | ||
Other comprehensive loss | (1,293) | (1,293) | |||
Conversion of convertible debentures | 48 | 48 | |||
Conversion of convertible debentures (in shares) | 120,000 | ||||
Repayment of convertible debentures in shares | 4,229 | 4,229 | |||
Repayment of convertible debentures in shares ( in shares) | 19,381,223 | ||||
Interest paid by issuance of common shares | 171 | 171 | |||
Interest paid by issuance of common shares (shares ) | 573,684 | ||||
Stock-based compensation | 94 | 94 | |||
Net loss for the period | (7,946) | (7,946) | |||
Ending Balance at Sep. 30, 2022 | $ 1 | $ 67,321 | $ (65,786) | $ (2,664) | $ (1,128) |
Ending Balance (Shares) at Sep. 30, 2022 | 174,646,196 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Operations [Abstract] | ||||
Revenues | $ 142 | $ 593 | $ 777 | $ 1,041 |
Total revenues | 142 | 593 | 777 | 1,041 |
Expenses | ||||
Research and development expense | 704 | 874 | 2,289 | 1,910 |
Manufacturing expenses | 429 | 499 | 1,381 | 1,598 |
Selling, general and administrative expense | 1,204 | 662 | 3,405 | 2,419 |
Depreciation of tangible assets | 196 | 199 | 587 | 589 |
Total expenses | 2,533 | 2,234 | 7,662 | 6,516 |
Operating loss | (2,391) | (1,641) | (6,885) | (5,475) |
Finance and interest income | 1 | 1 | 2 | 152 |
Financing and interest expense | (286) | (365) | (1,063) | (1,134) |
Net financing and interest expense | (285) | (364) | (1,061) | (982) |
Loss before income taxes | (2,676) | (2,005) | (7,946) | (6,457) |
Deferred income tax | 0 | 3 | 0 | 3 |
Net loss | (2,676) | (2,002) | (7,946) | (6,454) |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustment | 27 | (175) | 55 | (518) |
Change in fair value | (326) | 4 | (1,348) | 2 |
Total other comprehensive loss | (299) | (171) | (1,293) | (516) |
Comprehensive loss | $ (2,975) | $ (2,173) | $ (9,239) | $ (6,970) |
Basic weighted average number of shares outstanding (in shares) | 174,621,253 | 150,590,729 | 161,446,007 | 131,576,774 |
Diluted weighted average number of shares outstanding (in shares) | 174,621,253 | 150,590,729 | 161,446,007 | 131,576,774 |
Basic loss per common share (in dollars per share) | $ (0.02) | $ (0.01) | $ (0.06) | $ (0.05) |
Diluted loss per common share (in dollars per share) | $ (0.02) | $ (0.01) | $ (0.06) | $ (0.05) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||||
Net loss | $ (2,676) | $ (2,002) | $ (7,946) | $ (6,454) |
Depreciation of tangible assets | 196 | 199 | 587 | 589 |
Stock-based compensation | 31 | 25 | 94 | 81 |
Accretion expense | 43 | 106 | 226 | 370 |
DSU expense | (58) | (32) | (143) | 345 |
Interest paid by issuance of common shares | 171 | 0 | 171 | 0 |
Gain on debt extinguishment | 0 | 0 | 0 | (151) |
Lease non-cash expense | 1 | 13 | 2 | 15 |
Deferred income tax | 0 | (3) | 0 | (3) |
Total Adjustment | (2,292) | (1,694) | (7,009) | (5,208) |
Changes in non-cash items related to operations: | ||||
Accounts receivable | (1) | (644) | 91 | (902) |
Prepaid expenses | 8 | (37) | (7) | 50 |
Investment tax credits receivable | 132 | 374 | 343 | 228 |
Contract asset | 0 | 0 | 0 | 354 |
Inventory | 8 | 50 | (18) | 176 |
Security deposits | 0 | 0 | (9) | 206 |
Accounts payable and accrued liabilities | 66 | 165 | (165) | (24) |
Deferred revenues | 0 | 63 | (189) | 27 |
Net change in non-cash items related to operations | 213 | (29) | 46 | 115 |
Net cash used in operating activities | (2,079) | (1,723) | (6,963) | (5,093) |
Financing activities | ||||
Repayment of term loans | 0 | 0 | 0 | (737) |
Issuance of loan | 0 | 0 | 3,000 | 2,500 |
Finance lease payments | (7) | (11) | (25) | (21) |
Proceeds from issuance of shares | 0 | 0 | 0 | 12,346 |
Transaction costs of share issuance | 0 | 0 | 0 | (422) |
Transaction costs of debt extinguishment | 0 | 0 | 0 | (29) |
Net proceeds from convertible notes | 0 | 1,897 | 0 | 1,897 |
Transaction costs of convertible notes | 0 | (34) | 0 | (34) |
Net cash (used in) provided by financing activities | (7) | 1,852 | 2,975 | 15,500 |
Investing activities | ||||
Additions to leasehold improvements and equipment | (141) | (58) | (247) | (80) |
Redemption of short-term investments | 1,500 | 0 | 7,219 | 1,034 |
Acquisition of short-term investments | 0 | 0 | (5,739) | (6,000) |
Net cash provided by (used in) investing activities | 1,359 | (58) | 1,233 | (5,046) |
(Decrease) increase in cash | (727) | 71 | (2,755) | 5,361 |
Effect of foreign exchange on cash | 250 | (173) | 308 | (547) |
Cash | ||||
Beginning of period | 1,975 | 6,121 | 3,945 | 1,205 |
End of period | $ 1,498 | $ 6,019 | $ 1,498 | $ 6,019 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation [Text Block] | 1. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited consolidated financial statements at December 31, 2021. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. IntelGenx Technologies Corp. (and collectively with IntelGenx Corp., our wholly-owned Canadian subsidiary, "IntelGenx" or the "Company") prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("USA"). This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The consolidated financial statements include the accounts of IntelGenx Technologies Corp. and IntelGenx Corp. On consolidation, all inter-entity transactions and balances have been eliminated. The financial statements are expressed in U.S. funds. Management has performed an evaluation of the Company's activities through the date and time these financial statements were issued and concluded that there are no additional significant events requiring recognition or disclosure. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Significant Accounting Policies Revenue Recognition The Company may enter into licensing and collaboration agreements for product development, licensing, supply and manufacturing for its product pipeline. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations. These contracts are analyzed to identify all performance obligations forming part of these contracts. The transaction price of the contract is then determined. The transaction price is allocated between all performance obligations on a residual standalone selling price basis. The stand-alone selling price is estimated based on the comparable market prices, expected cost plus margin and the Company's historical experience. Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. The following is a description of principal activities - separated by nature - from which the Company generates its revenue. Product revenue The Company recognizes revenue from the sale of its products when the following conditions are met: delivery has occurred; the price is fixed or determinable; the collectability is reasonably assured and persuasive evidence of an arrangement exists. Research and Development Revenue Revenues with corporate collaborators are recognized as the performance obligations are satisfied over time, and the related expenditures are incurred pursuant to the terms of the agreement. Licensing and Collaboration Arrangements Licenses are considered to be right-to-use licenses. As such, the Company recognizes the licenses revenues at a point in time, upon granting the licenses. Milestone payments are considered variable consideration. As such, the Company estimates variable consideration at the most likely amount to which we expect to be entitled. The estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, research and other revenues in the period during which the adjustment is recognized. The process of successfully achieving the criteria for the milestone payments is highly uncertain. Consequently, there is significant risk that the Company may not earn all of the milestone payments for each of its contracts. Royalties are typically calculated as a percentage of net sales realized by the Company's licensees of its products (including their sub-licensees), as specifically defined in each agreement. The licensees' sales generally consist of revenues from product sales of the Company's product pipeline and net sales are determined by deducting the following: estimates for chargebacks, rebates, sales incentives and allowances, returns and losses and other customary deductions in each region where the Company has licensees. Revenues arising from royalties are considered variable consideration. As such, the Company estimates variable consideration at the most likely amount to which we expect to be entitled. The estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Leasehold Improvements and Equipment Leasehold improvements and equipment are recorded at cost. Provisions for depreciation are based on their estimated useful lives using the methods as follows: On the declining balance method - Laboratory and office equipment 20% Computer equipment 30% On the straight-line method - Leasehold improvements over the lease term Manufacturing equipment 5 - 10 years Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repair and maintenance are expensed as incurred. Leases Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. Substantially all of the Company's operating leases are comprised of office space and property leases. The finance leases are comprised of laboratory equipment leases. For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured as the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's secured incremental borrowing rate for the same term as the underlying lease. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Lease modifications result in remeasurement of the lease liability. Lease expense for operating leases consists of the lease payments plus any initial direct costs, primarily brokerage commissions, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. The Company has elected not to recognize right-of-use assets and lease liabilities for short-tern leases that have a term of 12 months or less. The effect of short-term leases on our right-of-use asset and lease liability was not material. Adoption of accounting policies ASU 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity The FASB issued ASU 2020-06,1 which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2022. The adoption of AASU 2020-06 had a substantial impact on the Company's balance sheet. The August 2021 convertible notes (note 8) contained a beneficial conversion feature. Under the new requirements, the beneficial conversion feature no longer requires to be recognized separately and the convertible notes are treated as a single financial liability. As such, the most significant impact were the reversals of the beneficial conversion feature and the deferred income tax liability. The impact of the adoption of ASU 2020-06 on the balance sheet as at December 31, 2021 was: As reported December 31, 2021 Adoption of ASC 2020-06 Increase ( Decrease Balance January 1, 2022 Convertible notes $ 3,709 $ 388 $ 4,097 Deferred income tax liability 79 (79 ) - Total liabilities 14,034 309 14,343 Additional paid-in capital 63,104 (325 ) 62,779 Accumulated deficit (57,863 ) 23 (57,840 ) Total shareholders' equity 3,871 (309 ) 3,562 Total liabilities and shareholders' equity 17,905 - 17,905 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory [Text Block] | 3. Inventory Inventory as at September 30, 2022 consisted of raw materials in the amount of $80 thousand (2021: $62 thousand). |
Leasehold Improvements and Equi
Leasehold Improvements and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Leasehold Improvements and Equipment [Text Block] | 4. Leasehold Improvements and Equipment September 30, 2022 December 31, Accumulated Net Carrying Net Carrying Cost Depreciation Amount Amount Manufacturing equipment $ 4,534 $ 1,603 $ 2,931 $ 3,349 Laboratory and office equipment 1,516 1,077 439 382 Computer equipment 144 113 31 39 Leasehold improvements 3,210 2,084 1,126 1,443 $ 9,404 $ 4,877 $ 4,527 $ 5,213 From the balance of manufacturing equipment, an amount of $1,744 thousand (2021: $1,832 thousand) represents assets which are still under construction as at September 30, 2022 and are consequently not depreciated. |
Bank Indebtedness
Bank Indebtedness | 9 Months Ended |
Sep. 30, 2022 | |
Bank Indebtedness [Abstract] | |
Bank Indebtedness [Text Block] | 5. Bank Indebtedness The Company's credit facility is subject to review annually and consists of corporate credits cards of up to CAD$75 thousand ($55 thousand) and $60 thousand, and foreign exchange contracts limited to CAD$425 thousand ($310 thousand). |
Loan Payable
Loan Payable | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Loan Payable [Text Block] | 6. Loan Payable atai Life Sciences ("atai") has granted to the Company a secured loan in the amount of $2,000,000, bearing interest at 8%. An additional advance for $500,000 was also granted in May 2021. In September 2021, the Company entered into an amended and restated secured loan agreement with atai pursuant to which atai has made two additional term loans available to the Company for $3,000,000 each, which will mature on January 5, 2024. The first loan was received on January 7, 2022 and the second loan will be made available on January 6, 2023, subject to the satisfaction of customary conditions. The Loan Agreement also extends the maturity date for the current loans, in an aggregate amount of $2,500,000, to January 2024. The loan is guaranteed by the Company and secured by all present and future movable property, rights and assets of the Company, excluding any intellectual property or technology controlled or owned by the Company. The loan bears interest at 8%. The interest for the nine-month period ended September 30, 2022 amounts to $311,000 (2021: $105,000) and is recorded in financing and interest expense. The components of the Company's debt are as follows: September 30, 2022 $ December 31, 2021 $ Loan payable to atai 5,500 2,500 Total debt 5,500 2,500 Less: current portion - - Total long-term debt 5,500 2,500 |
Convertible Debentures
Convertible Debentures | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Debt [Abstract] | |
Convertible Debentures [Text Block] | 7. On July 12, 2017, the Company closed its previously announced prospectus offering (the "Offering") of convertible unsecured subordinated debentures of the Corporation (the "Debentures") for gross aggregate proceeds of CAD$6,838,000 ($4,989,000). Pursuant to the Offering, the Corporation issued an aggregate principal amount of CAD$6,838,000 ($4,989,000) of Debentures at a price of CAD$1,000 ($730) per Debenture. The Debentures had a maturity date of June 30, 2020 and interest at annual rate of 8% payable semi-annually on the last day of June and December of each year, commencing on December 31, 2017. The interest may be paid in common shares at the option of the Corporation. The Debentures were convertible at the option of the holders at any time prior to the close of business on the earlier of June 30, 2020 and the business day immediately preceding the date specified by the Corporation for redemption of Debentures. The conversion price was CAD$1.35 ($0.98) (the "Conversion Price") per common share of the Corporation ("Share"), being a conversion rate of approximately 740 Shares per CAD$1,000 ($730) principal amount of Debentures, subject to adjustment in certain events. On August 8, 2017, the Company closed a second tranche of its prospectus Offering of convertible unsecured subordinated debentures of the Corporation for which a first closing took place on July 12, pursuant to which it had raised additional gross proceeds of CAD$762,000 ($556,000). Together with the principal amount of CAD$6,838,000 ($4,989,000) of Debentures issued on July 12, 2017, the Corporation issued a total aggregate principal amount of CAD$7,600,000 ($5,545,000) of Debentures at a price of CAD$1,000 ($730) per Debenture. On June 25, 2020, the debentureholders approved the extension of the maturity date of the convertible debentures from June 30, 2020 to June 30, 2022 and the conversion price was reduced from CAD$1.35 ($0.98) to CAD$0.50 ($0.36). This extension was accounted for as an extinguishment and the debenture were re-measured at fair value on June 30, 2020. On June 30, 2022, the Company issued 19,381,223 shares of common stock in payment of the outstanding CAD$5,450,000 ($4,229,000) aggregate principal amount of the convertible debentures. The convertible debentures, listed on the Toronto Stock Exchange under the symbol IGX.DB, were delisted from trading as of the close of business on June 30, 2022. The components of the convertible debentures are as follows: September 30, 2022 December 31, Face value of the convertible debentures $ 3,866 $ 3,977 Transaction costs (73 ) (74 ) Accretion 436 344 Repayment in shares (4,229 ) - Convertible debentures $ - $ 4,247 The convertible debentures were recorded as a liability. The accretion expense for the nine-month period ended September 30, 2022 amounts to CAD$125,000 ($96,000), compared to CAD$222,000 ($178,000) for the comparative period in 2021. During the nine-month period ended September 30, 2022, CAD$60,000 ($48,000) of convertible debentures were converted into 120,000 common shares at the option of the holders, resulting in an increase in additional paid-in capital of $48 thousand. During the nine-month period ended September 30, 2021, CAD$425,000 ($340,000) of convertible debentures were converted into 850,000 common shares at the option of the holders, resulting in an increase in additional paid-in capital of $321 thousand. The interest accrued on the convertible debentures for the nine-month period ended September 30, 2022 amounts to CAD$218 thousand ($171 thousand) and was paid by issuance of 573,684 common shares on July 5, 2022. The interest on the convertible debentures amounted to CAD$430 thousand ($344 thousand) for the nine-month period ended September 30, 2021. The interest expense on the convertible debentures is recorded in financing and interest expense. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Notes [Abstract] | |
Convertible Notes [Text Block] | 8. Convertible Notes On August 5, 2021, the Company announced the closing of an offering by way of private placement to certain investors in the United States of $2.1 million principal amount of 8% convertible notes due July 31, 2025. The Notes will bear interest at a rate of 8% per annum, payable quarterly, and will be convertible into shares of common stock of the Company beginning 6 months after their issuance at a price of $0.40 per Share. The Company intends to use the proceeds of the Offering for the Montelukast clinical program. In connection with the Offering, the Company paid to an agent a cash commission of approximately $199,525 in the aggregate and issued non-transferable warrants to the agent, entitling the holder to purchase 613,000 common shares at a price of $0.40 per Share until August 4, 2023. Management has determined the value of the agents' warrants to be $164,000. The convertible notes have been recorded as a liability. Total transactions costs in the amount of $403 thousand were recorded against the liability. The accretion expense for the nine-month period ended September 30, 2022 amounts to $63,000 (2021: $24,000). The warrants have been recorded as equity. Upon adoption of ASU 606-20, the beneficial conversion feature was reversed on January 1, 2022. The components of the convertible notes are as follows: September 30, 2022 December 31, Face value of the convertible notes $ 2,101 $ 2,101 Transaction costs (403 ) (403 ) Accretion 97 58 Beneficial conversion feature - (411 ) Convertible notes $ 1,795 $ 1,345 The interest on the convertible notes for the nine-month period ended September 30, 2022 amounts to $126,000 (2021: $26,000) and is recorded in financing and interest expense. On May 8, 2018, the Company closed its previously announced offering by way of private placement (the "Offering"). In connection with the Offering, the Company issued 320 units (the "Units") at a subscription price of $10,000 per Unit for gross proceeds of $3,200,000. A related party of the Company participated in the Offering and subscribed for an aggregate of two Units. Each Unit is comprised of (i) 7,940 common shares of the Corporation ("Common Shares"), (ii) a $5,000 convertible 6% note (a "Note"), and (iii) 7,690 warrants to purchase common shares of the Corporation ("Warrants"). Each Note bears interest at a rate of 6% (payable quarterly, in arrears, with the first payment being due on September 1, 2018), matured on June 1, 2021 and is convertible into Common Shares at a conversion price of $0.80 per Common Share. Each Warrant entitled its holder to purchase one Common Share at a price of $0.80 per Common Share until June 1, 2021. In connection with the Offering, the Company paid to the Agents a cash commission of approximately $157,800 in the aggregate and issued non-transferable agents' warrants to the Agents, entitling the Agents to purchase 243,275 common shares at a price of $0.80 per share until June 1, 2021. Management has determined the value of the agents' warrants to be $50,000. The proceeds of the Units are attributed to liability and equity components based on the fair value of each component as follows: Gross proceeds Transaction costs Net proceeds Common stock $ 1,627 $ 167 $ 1,460 Convertible notes 1,086 111 975 Warrants 487 50 437 $ 3,200 $ 328 $ 2,872 On May 19, 2021, the noteholders approved the amendment of the terms of the convertible notes. The maturity date of the convertible notes was extended from June 1, 2021 to October 31, 2024, the interest rate of the notes increased from 6% to 8%, and the conversion price was reduced from $0.80 to $0.44. These amendments were accounted for as an extinguishment and the notes were re-measured at fair value on June 1, 2021. This re-measurement resulted in a gain on extinguishment in the amount of $151,000 recognized in finance and interest income. The components of the convertible notes subsequent to the amendments are as follows: September 30, 2022 December 31, Face value of the convertible notes $ 909 $ 909 Transaction costs (29 ) (29 ) Accretion 44 21 Convertible notes $ 924 $ 901 The convertible notes have been recorded as a liability. Total transactions costs in the amount of $29 thousand were recorded against the liability. The accretion expense for the nine-month period ended September 30, 2022 amounts to $23,000 (2021: $127,000). During the nine-month period ended September 30, 2021, $295,000 of convertible notes were converted into 670,452 common shares at the option of the holders, resulting in an increase in additional paid-in capital of $262 thousand. The interest on the convertible notes for the nine-month period ended September 30, 2022 amounts to $60,000 and is recorded in financing and interest expense (2021: $77,000). On October 15, 2020, the Company announced the closing of an offering by way of private placement to certain investors in the United States of $1.2 million principal amount of 8% convertible notes due October 15, 2024. The Notes will bear interest at a rate of 8% per annum, payable quarterly, and will be convertible into shares of common stock of the Company beginning 6 months after their issuance at a price of $0.18 per Share. The Company intends to use the proceeds of the Offering for working capital purposes. In connection with the Offering, the Company paid to an agent a cash commission of approximately $85,000 in the aggregate and issued non-transferable warrants to the agent, entitling the holder to purchase 482,000 common shares at a price of $0.18 per Share until October 15, 2022. On October 23, 2020, the Company announced the closing of a second tranche of the Notes to certain investors in the United States of $557 thousand principal amount of 8% convertible notes due October 15, 2024. The Notes will bear interest at a rate of 8% per annum, payable quarterly, and will be convertible into shares of common stock of the Company beginning 6 months after their issuance at a price of $0.18 per Share. In connection with the Offering, the Company paid to an agent a cash commission of approximately $39,000 in the aggregate and issued non-transferable warrants to the agent, entitling the holder to purchase 222,800 common shares at a price of $0.18 per Share until October 15, 2022. Management has determined the value of the agents' warrants to be $44,000. The convertible notes have been recorded as a liability. Total transactions costs in the amount of $268 thousand were recorded against the liability. The accretion expense for the nine-month period ended September 30, 2022 amounts to $44,000 (2021: $41,000). The warrants have been recorded as equity. During the nine-month period ended September 30, 2021, $68,000 of convertible notes were converted into 377,777 common shares at the option of the holders, resulting in an increase in additional paid-in capital of $59 thousand. The components of the convertible notes are as follows: September 30, December 31, 2021 Attributed value of net proceeds to convertible notes $ 1,397 $ 1,397 Accretion 110 66 Convertible note 1,507 $ 1,463 The interest on the convertible notes for the nine-month period ended September 30, 2022 amounts to $99,000 (2021: $104,000) and is recorded in financing and interest expense. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock [Text Block] | 9. Capital Stock September 30, 2022 December 31, Authorized - 450,000,000 common shares of $0.00001 par value 20,000,000 preferred shares of $0.00001 par value Issued - 174,646,196 (December 31, 2021 -154,571,289) common shares $ 1 $ 1 On May 11, 2021, the shareholders approved a resolution to amend IntelGenx's Certificate of Incorporation to increase the total number of shares of common stock that IntelGenx is authorized to issue from 200,000,000 shares to 450,000,000 shares. Atai Life Sciences On May 11, 2021, the Company announced that a significant majority of its shareholders had approved the resolution approving the previously announced investment in IntelGenx by atai Life Sciences, pursuant to which atai acquired an approximate 25% interest in IntelGenx. On May 14, 2021, the Company reported that the previously announced $12,346,300 investment in IntelGenx by atai Life Sciences had been completed. As a result of the investment, atai held approximately 25% of the issued and outstanding common stock of IntelGenx . Under the securities purchase agreement, atai purchased Initial Units composed of 37,300,000 shares of common stock of the Company and 22,380,000 warrants for aggregate gross proceeds of $12,346,300. Each warrant will entitle atai to purchase one share at a price of $0.35 for a period of three years from closing of the initial investment. The proceeds of the transaction are attributed to equity components based on the fair value of each component as follows: Gross proceeds Transaction costs Net proceeds Common stock $ 8,695 $ 297 $ 8,398 Warrants 3,651 125 3,526 $ 12,346 $ 422 $ 11,924 The securities purchase agreement also provides atai with the right to subscribe (in cash, or in certain circumstances, atai equity) for up to 130,000,000 additional units for a period of three years from the closing of the initial investment. Each additional unit will be comprised of (i) one share of common stock and (ii) one half of one warrant. The price for the additional units will be (i) until the date which is 12 months following the closing, $0.331 (subject to certain exceptions), and (ii) following the date which is 12 months following the closing, the lower of (A) a 20% premium to the market price on the date of purchase, and (B) $0.50 if purchased in the second year following closing and $0.75 if purchased in third year following closing. Each additional warrant will entitle atai, for a period of three years from the date of issuance, to purchase one share at the lesser of either (i) a 20% premium to the price of the corresponding additional share, or (ii) the price per share under which shares of the Company are issued under convertible instruments that were outstanding on February 16, 2021, the date on which the parties entered into a non-binding letter of intent to enter into a definitive securities purchase agreement, provided that atai may not exercise additional warrants to purchase more than the lesser of 44,000,000 common shares of the Company, and the number of common shares issued by the Company under outstanding convertibles. |
Additional Paid-In Capital
Additional Paid-In Capital | 9 Months Ended |
Sep. 30, 2022 | |
Additional Paid in Capital [Abstract] | |
Additional Paid-In Capital [Text Block] | 10. Additional Paid-In Capital Stock options On January 20, 2022, 25,000 options to purchase common stock were granted to an employee under the 2016 Stock Option Plan. The options have an exercise price of $0.34. The options granted vest over a period of 2 years at a rate of 25% every six months and expire 10 years after the grant date. The stock options were accounted for at their fair value, as determined by the Black-Scholes valuation model, of approximately $6 thousand. On January 11, 2021, 150,000 options to purchase common stock were granted to an employee under the 2016 Stock Option Plan. The options have an exercise price of $0.27. The options granted vest over a period of 2 years at a rate of 25% every six months and expire 10 years after the grant date. The stock options were accounted for at their fair value, as determined by the Black-Scholes valuation model, of approximately $25 thousand. No stock options were exercised during the nine-month periods ended September 30, 2022 and 2021. Compensation expenses for stock-based compensation of $94 thousand and $81 thousand were recorded during the nine-month periods ended September 30, 2022 and 2021, respectively. An amount of $85 thousand (2021 - $81 thousand) expensed in the nine-month period ended September 30, 2022 relates to stock options granted to employees and an amount of $9 (2021 - $Nil thousand) relates to stock options granted to consultants. As at September 30, 2022, the Company has $52 thousand (2021 - $146 thousand) of unrecognized stock-based compensation. Warrants No warrants were exercised during the nine-month periods ended September 30, 2022 and 2021. Deferred Share Units ("DSUs") On January 1, 2022, 543,480 DSUs have been granted under the DSU Plan, accordingly, an amount of $197 thousand has been recognized in general and administrative expenses. On May 19, 2021, 390,625 DSUs have been granted under the DSU Plan, accordingly, an amount of $207 thousand has been recognized in general and administrative expenses. Performance and Restricted Share Units ("PRSUs") No PRSUs were granted during the nine-month periods ended September 30, 2022 and 2021. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues [Text Block] | 11. Revenues The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues: September 30, 2022 September 30, 2021 Research and development agreements $ 657 $ 489 Product revenue 79 232 Royalties on product sales 41 - Sales milestone revenue - 320 $ 777 $ 1,041 The following table presents our revenues disaggregated by timing of recognition: September 30, 2022 September 30, 2021 (in U.S. $thousands) Product and services transferred at point in time $ 267 $ 552 Products and services transferred over time 510 489 $ 777 $ 1,041 The following table presents our revenues disaggregated by geography, based on the billing addresses of our customers: September 30, 2022 September 30, 2021 Europe $ 525 816 United States 147 - Canada 105 225 $ 777 $ 1,041 Remaining performance obligations As at September 30, 2022, the aggregate amount of the transaction price allocated to the remaining performance obligation is $1,467 representing research and development agreements, the majority of which is expected to be recognized in the next twelve months. The Company is also eligible to receive up to $2,552 in research and development milestone payments, approximately 100% of which is expected to be recognized in the next three years; up to $433 in commercial sales milestone payments which are wholly dependent on the marketing efforts of our development partners. In addition, the Company is entitled to receive royalties on potential sales. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases [Text Block] | 12. Leases Operating leases Substantially all our operating lease right-of-use assets and operating lease liability represents leases for office space and property to conduct our business. The operating lease expense for the nine-month period ended September 30, 2022 included in general and administrative expenses is $205 thousand. The cash outflows from operating leases for the nine-month period ended September 30, 2022 was $203 thousand. The weighted average remaining lease term and the weighted average discount rate for operating leases at September 30, 2022 were 3.4 years and 10%, respectively. The following table reconciles the undiscounted cash flows for the operating leases as at September 30, 2022 to the operating lease liabilities recorded on the balance sheet: Operating Leases 2022 63 2023 256 2024 264 2025 264 2026 44 Total undiscounted lease payments 891 Less: Interest 195 Present value of lease liabilities $ 696 Current portion of operating lease liability $ 231 Operating lease liability $ 465 Finance leases Substantially all our finance lease right-of-use assets and finance lease liability represents leases for laboratory equipment to conduct our business. The cash outflows from finance leases for the nine-month period ended September 30, 2022 was $25 thousand. The weighted average remaining lease term and the weighted average discount rate for finance leases at September 30, 2022 were 2.35 years and 6.35%, respectively. The following table reconciles the undiscounted cash flows for the finance leases as at September 30, 2022 to the finance lease liabilities recorded on the balance sheet: Finance Leases 2022 $ 10 2023 39 2024 37 2025 6 Total undiscounted lease payments 92 Less: Interest 6 Present value of lease liabilities $ 86 Current portion of finance lease liability $ 35 Finance lease liability $ 51 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions [Text Block] | 13. Related Party Transactions Included in management salaries for the nine-month period ended September 30, 2022 are $10 thousand (2021 - $10) for options granted to the Chief Executive Officer, $10 thousand (2021 - $10 thousand) for options granted to the President and Chief Financial Officer, $5 (2021 - $10) for options granted to the Vice President, Operations, $5 thousand (2021 - $5 thousand) for options granted to the Vice-President, Research and Development, $5 thousand (2021 - $5 thousand) for options granted to Vice-President, Business and Corporate Development and $13 thousand (2021 - $13 thousand) for options granted to the Vice-President, Intellectual Property and Legal Affairs under the 2016 Stock Option Plan. Also included in general and administrative expense for the nine-month period ended September 30, 2022 are director fees of $167 thousand (2021 - $179 thousand) and DSU recovery of $143 thousand (2021: DSU expense of $345 thousand). The above related party transactions have been measured at the exchange amount which is the amount of the consideration established and agreed to by the related parties. |
Basic and Diluted Loss Per Comm
Basic and Diluted Loss Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Per Common Share [Text Block] | 14. Basic and Diluted Loss Per Common Share Basic and diluted loss per common share is calculated based on the weighted average number of shares outstanding during the period. The warrants, share-based compensation and convertible debenture and notes have been excluded from the calculation of diluted loss per share since they are anti-dilutive. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies [Text Block] | 15. Contingencies The government authorities have assessed the Company with respect to sales taxes claimed on certain expenses between 2017 and 2020, which the government is denying. The sales tax assessments amount to $310,000 (including interest and penalties of $33,000), which was paid to avoid further interest and penalties. The Company disagrees with the government's position and the sales tax assessments are under appeal. In the event the Company is unsuccessful in its appeal, sales taxes expenses would increase by $277,000 and net earnings would decrease by $277,000. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revenue Recognition [Policy Text Block] | Revenue Recognition The Company may enter into licensing and collaboration agreements for product development, licensing, supply and manufacturing for its product pipeline. The terms of the agreements may include non-refundable signing and licensing fees, milestone payments and royalties on any product sales derived from collaborations. These contracts are analyzed to identify all performance obligations forming part of these contracts. The transaction price of the contract is then determined. The transaction price is allocated between all performance obligations on a residual standalone selling price basis. The stand-alone selling price is estimated based on the comparable market prices, expected cost plus margin and the Company's historical experience. Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. The following is a description of principal activities - separated by nature - from which the Company generates its revenue. Product revenue The Company recognizes revenue from the sale of its products when the following conditions are met: delivery has occurred; the price is fixed or determinable; the collectability is reasonably assured and persuasive evidence of an arrangement exists. Research and Development Revenue Revenues with corporate collaborators are recognized as the performance obligations are satisfied over time, and the related expenditures are incurred pursuant to the terms of the agreement. Licensing and Collaboration Arrangements Licenses are considered to be right-to-use licenses. As such, the Company recognizes the licenses revenues at a point in time, upon granting the licenses. Milestone payments are considered variable consideration. As such, the Company estimates variable consideration at the most likely amount to which we expect to be entitled. The estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, research and other revenues in the period during which the adjustment is recognized. The process of successfully achieving the criteria for the milestone payments is highly uncertain. Consequently, there is significant risk that the Company may not earn all of the milestone payments for each of its contracts. Royalties are typically calculated as a percentage of net sales realized by the Company's licensees of its products (including their sub-licensees), as specifically defined in each agreement. The licensees' sales generally consist of revenues from product sales of the Company's product pipeline and net sales are determined by deducting the following: estimates for chargebacks, rebates, sales incentives and allowances, returns and losses and other customary deductions in each region where the Company has licensees. Revenues arising from royalties are considered variable consideration. As such, the Company estimates variable consideration at the most likely amount to which we expect to be entitled. The estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. |
Leasehold Improvements and Equipment [Policy Text Block] | Leasehold Improvements and Equipment Leasehold improvements and equipment are recorded at cost. Provisions for depreciation are based on their estimated useful lives using the methods as follows: On the declining balance method - Laboratory and office equipment 20% Computer equipment 30% On the straight-line method - Leasehold improvements over the lease term Manufacturing equipment 5 - 10 years Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repair and maintenance are expensed as incurred. |
Leases [Policy Text Block] | Leases Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. Substantially all of the Company's operating leases are comprised of office space and property leases. The finance leases are comprised of laboratory equipment leases. For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured as the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's secured incremental borrowing rate for the same term as the underlying lease. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Lease modifications result in remeasurement of the lease liability. Lease expense for operating leases consists of the lease payments plus any initial direct costs, primarily brokerage commissions, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. The Company has elected not to recognize right-of-use assets and lease liabilities for short-tern leases that have a term of 12 months or less. The effect of short-term leases on our right-of-use asset and lease liability was not material. |
Adoption of accounting policies [Policy Text Block] | Adoption of accounting policies ASU 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity The FASB issued ASU 2020-06,1 which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2022. The adoption of AASU 2020-06 had a substantial impact on the Company's balance sheet. The August 2021 convertible notes (note 8) contained a beneficial conversion feature. Under the new requirements, the beneficial conversion feature no longer requires to be recognized separately and the convertible notes are treated as a single financial liability. As such, the most significant impact were the reversals of the beneficial conversion feature and the deferred income tax liability. The impact of the adoption of ASU 2020-06 on the balance sheet as at December 31, 2021 was: As reported December 31, 2021 Adoption of ASC 2020-06 Increase ( Decrease Balance January 1, 2022 Convertible notes $ 3,709 $ 388 $ 4,097 Deferred income tax liability 79 (79 ) - Total liabilities 14,034 309 14,343 Additional paid-in capital 63,104 (325 ) 62,779 Accumulated deficit (57,863 ) 23 (57,840 ) Total shareholders' equity 3,871 (309 ) 3,562 Total liabilities and shareholders' equity 17,905 - 17,905 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of leasehold improvements and equipment [Table Text Block] | On the declining balance method - Laboratory and office equipment 20% Computer equipment 30% On the straight-line method - Leasehold improvements over the lease term Manufacturing equipment 5 - 10 years |
Schedule of accounting standards update and change in accounting principle [Table Text Block] | As reported December 31, 2021 Adoption of ASC 2020-06 Increase ( Decrease Balance January 1, 2022 Convertible notes $ 3,709 $ 388 $ 4,097 Deferred income tax liability 79 (79 ) - Total liabilities 14,034 309 14,343 Additional paid-in capital 63,104 (325 ) 62,779 Accumulated deficit (57,863 ) 23 (57,840 ) Total shareholders' equity 3,871 (309 ) 3,562 Total liabilities and shareholders' equity 17,905 - 17,905 |
Leasehold Improvements and Eq_2
Leasehold Improvements and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of leasehold improvements and equipment [Table Text Block] | September 30, 2022 December 31, Accumulated Net Carrying Net Carrying Cost Depreciation Amount Amount Manufacturing equipment $ 4,534 $ 1,603 $ 2,931 $ 3,349 Laboratory and office equipment 1,516 1,077 439 382 Computer equipment 144 113 31 39 Leasehold improvements 3,210 2,084 1,126 1,443 $ 9,404 $ 4,877 $ 4,527 $ 5,213 |
Loan Payable (Tables)
Loan Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of term loan [Table Text Block] | September 30, 2022 $ December 31, 2021 $ Loan payable to atai 5,500 2,500 Total debt 5,500 2,500 Less: current portion - - Total long-term debt 5,500 2,500 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Debt [Abstract] | |
Schedule of components of convertible debentures [Table Text Block] | September 30, 2022 December 31, Face value of the convertible debentures $ 3,866 $ 3,977 Transaction costs (73 ) (74 ) Accretion 436 344 Repayment in shares (4,229 ) - Convertible debentures $ - $ 4,247 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Instrument [Line Items] | |
Schedule of capital units [Table Text Block] | Gross proceeds Transaction costs Net proceeds Common stock $ 1,627 $ 167 $ 1,460 Convertible notes 1,086 111 975 Warrants 487 50 437 $ 3,200 $ 328 $ 2,872 |
8% convertible notes due July 31, 2025 [Member] | |
Debt Instrument [Line Items] | |
Schedule of components of convertible notes [Table Text Block] | September 30, 2022 December 31, Face value of the convertible notes $ 2,101 $ 2,101 Transaction costs (403 ) (403 ) Accretion 97 58 Beneficial conversion feature - (411 ) Convertible notes $ 1,795 $ 1,345 |
Amendment To Convertible Note [Member] | |
Debt Instrument [Line Items] | |
Schedule of components of convertible notes [Table Text Block] | September 30, 2022 December 31, Face value of the convertible notes $ 909 $ 909 Transaction costs (29 ) (29 ) Accretion 44 21 Convertible notes $ 924 $ 901 |
8% convertible notes due Oct 15, 2024 [Member] | |
Debt Instrument [Line Items] | |
Schedule of components of convertible notes [Table Text Block] | September 30, December 31, 2021 Attributed value of net proceeds to convertible notes $ 1,397 $ 1,397 Accretion 110 66 Convertible note 1,507 $ 1,463 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock by class [Table Text Block] | September 30, 2022 December 31, Authorized - 450,000,000 common shares of $0.00001 par value 20,000,000 preferred shares of $0.00001 par value Issued - 174,646,196 (December 31, 2021 -154,571,289) common shares $ 1 $ 1 |
Schedule of proceeds of equity components [Table Text Block] | Gross proceeds Transaction costs Net proceeds Common stock $ 8,695 $ 297 $ 8,398 Warrants 3,651 125 3,526 $ 12,346 $ 422 $ 11,924 |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue [Table Text Block] | September 30, 2022 September 30, 2021 Research and development agreements $ 657 $ 489 Product revenue 79 232 Royalties on product sales 41 - Sales milestone revenue - 320 $ 777 $ 1,041 |
Schedule of revenues disaggregated by timing of recognition [Table Text Block] | September 30, 2022 September 30, 2021 (in U.S. $thousands) Product and services transferred at point in time $ 267 $ 552 Products and services transferred over time 510 489 $ 777 $ 1,041 |
Schedule of revenues disaggregated by geography [Table Text Block] | September 30, 2022 September 30, 2021 Europe $ 525 816 United States 147 - Canada 105 225 $ 777 $ 1,041 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of undiscounted cash flows for the operating leases [Table Text Block] | Operating Leases 2022 63 2023 256 2024 264 2025 264 2026 44 Total undiscounted lease payments 891 Less: Interest 195 Present value of lease liabilities $ 696 |
Schedule of operating lease liabilities [Table Text Block] | Current portion of operating lease liability $ 231 Operating lease liability $ 465 |
Schedule of undiscounted cash flows for the finance leases [Table Text Block] | Finance Leases 2022 $ 10 2023 39 2024 37 2025 6 Total undiscounted lease payments 92 Less: Interest 6 Present value of lease liabilities $ 86 |
Schedule of financing lease liabilities [Table Text Block] | Current portion of finance lease liability $ 35 Finance lease liability $ 51 |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of estimated useful lives of leasehold improvements and equipment (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Laboratory and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment, Estimated Useful Live Depreciation Methods Percentage | 20% |
Property Plant And Equipment, Estimated Useful Live Depreciation Methods Description | declining balance method |
Computer equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property Plant and Equipment, Estimated Useful Live Depreciation Methods Percentage | 30% |
Property Plant And Equipment, Estimated Useful Live Depreciation Methods Description | declining balance method |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Depreciation Methods | straight-line method |
Property Plant And Equipment, Estimated Useful Live Depreciation Methods Description | over the lease term |
Manufacturing equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Depreciation Methods | straight-line method |
Manufacturing equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Manufacturing equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of accounting standards update and change in accounting principle (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Convertible notes | $ 4,226 | $ 3,709 |
Deferred income tax liability | 0 | 79 |
Total liabilities | 12,482 | 14,034 |
Additional paid-in capital | 67,321 | 63,104 |
Accumulated deficit | (65,786) | (57,863) |
Total shareholders' (deficit) equity | (1,128) | 3,871 |
Total liabilities and shareholders' equity | $ 11,354 | 17,905 |
Previously Reported [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Convertible notes | 3,709 | |
Deferred income tax liability | 79 | |
Total liabilities | 14,034 | |
Additional paid-in capital | 63,104 | |
Accumulated deficit | (57,863) | |
Total shareholders' (deficit) equity | 3,871 | |
Total liabilities and shareholders' equity | 17,905 | |
Restatement Adjustment [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Convertible notes | 4,097 | |
Deferred income tax liability | 0 | |
Total liabilities | 14,343 | |
Additional paid-in capital | 62,779 | |
Accumulated deficit | (57,840) | |
Total shareholders' (deficit) equity | 3,562 | |
Total liabilities and shareholders' equity | 17,905 | |
Accounting Standards Update 2020-06 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Convertible notes | 388 | |
Deferred income tax liability | (79) | |
Total liabilities | 309 | |
Additional paid-in capital | (325) | |
Accumulated deficit | 23 | |
Total shareholders' (deficit) equity | (309) | |
Total liabilities and shareholders' equity | $ 0 |
Inventory (Narrative) (Details)
Inventory (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials inventory | $ 80 | $ 62 |
Leasehold Improvements and Eq_3
Leasehold Improvements and Equipment (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | $ 4,527 | $ 5,213 |
Asset not yet in service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | $ 1,744 | $ 1,832 |
Leasehold improvements and Eq_4
Leasehold improvements and Equipment - Schedule of leasehold improvements and equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 9,404 | |
Accumulated Depreciation | 4,877 | |
Leasehold improvements and equipment, net | 4,527 | $ 5,213 |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 4,534 | |
Accumulated Depreciation | 1,603 | |
Leasehold improvements and equipment, net | 2,931 | 3,349 |
Laboratory and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,516 | |
Accumulated Depreciation | 1,077 | |
Leasehold improvements and equipment, net | 439 | 382 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 144 | |
Accumulated Depreciation | 113 | |
Leasehold improvements and equipment, net | 31 | 39 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3,210 | |
Accumulated Depreciation | 2,084 | |
Leasehold improvements and equipment, net | $ 1,126 | $ 1,443 |
Bank Indebtedness (Narrative) (
Bank Indebtedness (Narrative) (Details) - Sep. 30, 2022 $ in Thousands, $ in Thousands | CAD ($) | USD ($) |
Corporate Credit Cards [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Line of Credit | $ 75 | $ 55 |
Corporate Credit Cards 2 [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Line of Credit | 60 | |
Foreign Exchange Contract [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Line of Credit | $ 425 | $ 310 |
Loans Payable (Narrative) (Deta
Loans Payable (Narrative) (Details) | 9 Months Ended | ||||||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2021 USD ($) | Dec. 31, 2017 CAD ($) | Dec. 31, 2017 USD ($) | Jul. 12, 2017 CAD ($) | Jul. 12, 2017 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 4,229,000 | $ 7,600,000 | $ 5,545,000 | $ 6,838,000 | $ 4,989,000 | ||||
Total debt | $ 5,500,000 | $ 2,500,000 | |||||||
Long-term loan | $ 5,500,000 | $ 2,500,000 | |||||||
atai Life Sciences [Member] | Term loan facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 3,000,000 | ||||||||
atai Life Sciences [Member] | Secured Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 2,000,000 | ||||||||
Additional advance | $ 500,000 | ||||||||
Interest rate | 8% | 8% | |||||||
Financing and interest expense | $ 311,000 | $ 105,000 | |||||||
Long-term loan | $ 2,500,000 |
Loans Payable - Schedule of ter
Loans Payable - Schedule of term loan (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Loan payable to atai | $ 5,500 | $ 2,500 |
Total debt | 5,500 | 2,500 |
Less: current portion | 0 | 0 |
Total long-term debt | $ 5,500 | $ 2,500 |
Convertible Debentures (Narrati
Convertible Debentures (Narrative) (Details) | 1 Months Ended | 9 Months Ended | ||||||||||||||||
Jul. 05, 2022 shares | Aug. 08, 2017 CAD ($) | Aug. 08, 2017 USD ($) | Jul. 12, 2017 CAD ($) $ / shares shares | Jul. 12, 2017 USD ($) | Jun. 30, 2022 CAD ($) shares | Jun. 25, 2020 $ / shares | Jun. 25, 2020 $ / shares $ / shares | Sep. 30, 2022 CAD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 CAD ($) shares | Sep. 30, 2021 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 25, 2020 $ / shares | May 08, 2018 $ / shares | Dec. 31, 2017 CAD ($) | Dec. 31, 2017 USD ($) | Jul. 12, 2017 USD ($) $ / shares shares | |
Convertible Debentures [Line Items] | ||||||||||||||||||
Proceeds from Convertible Debt | $ 762,000 | $ 556,000 | $ 6,838,000 | $ 4,989,000 | ||||||||||||||
Aggregate principal amount | 6,838,000 | $ 4,229,000 | $ 7,600,000 | $ 5,545,000 | $ 4,989,000 | |||||||||||||
Proceeds from convertible debt, amount per instrument | $ 1,000 | $ 730 | ||||||||||||||||
Debt instrument, interest rate | 8% | 8% | ||||||||||||||||
Convertible notes, conversion price | (per share) | $ 1.35 | $ 1.35 | $ 1.35 | $ 0.98 | $ 0.8 | $ 0.98 | ||||||||||||
Per share decrease in conversion price | (per share) | $ 0.5 | $ 0.36 | ||||||||||||||||
Debt instrument, convertible, number of shares per instrument | 740 | 740 | ||||||||||||||||
Accretion expense | $ 125,000 | $ 96,000 | $ 222,000 | $ 178,000 | ||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 5,450,000 | 60,000 | 48,000 | 425,000 | 40,000 | |||||||||||||
Conversion of convertible debentures | $ | 48,000 | |||||||||||||||||
Interest accrued on convertible debentures | $ 218,000 | $ 171,000 | $ 430,000 | $ 344,000 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||
Convertible debentures converted into common stock, shares | 19,381,223 | 120,000 | 120,000 | 850,000 | 850,000 | |||||||||||||
Interest paid by issuance of common shares (shares ) | 573,684 | 573,684 | 573,684 | |||||||||||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||
Conversion of convertible debentures | $ | $ 48,000 | $ 321,000 |
Convertible Debentures - Schedu
Convertible Debentures - Schedule of components of convertible debentures (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Debt [Abstract] | ||
Face value of the convertible debentures | $ 3,866 | $ 3,977 |
Transaction costs | (73) | (74) |
Accretion | 436 | 344 |
Repayment in shares | (4,229) | 0 |
Convertible debentures | $ 0 | $ 4,247 |
Convertible Notes (Narrative) (
Convertible Notes (Narrative) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Aug. 05, 2021 USD ($) $ / shares shares | Jun. 01, 2021 $ / shares | Oct. 23, 2020 USD ($) $ / shares | Oct. 15, 2020 USD ($) $ / shares | Oct. 15, 2020 USD ($) $ / shares | May 08, 2018 USD ($) $ / shares shares | Jun. 30, 2022 CAD ($) | May 19, 2021 USD ($) $ / shares | Oct. 23, 2020 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 CAD ($) shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 25, 2020 $ / shares | Jun. 25, 2020 $ / shares | Dec. 31, 2017 CAD ($) | Dec. 31, 2017 USD ($) | Jul. 12, 2017 CAD ($) $ / shares | Jul. 12, 2017 USD ($) $ / shares | |
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 4,229,000 | $ 7,600,000 | $ 5,545,000 | $ 6,838,000 | $ 4,989,000 | ||||||||||||||||||
Convertible notes, conversion price | (per share) | $ 0.8 | $ 1.35 | $ 0.98 | $ 1.35 | $ 0.98 | ||||||||||||||||||
Commission paid to agents | $ 157,800 | ||||||||||||||||||||||
Warrants issued during period, value | $ 50,000 | ||||||||||||||||||||||
Accretion expense | $ 43,000 | $ 106,000 | $ 226,000 | $ 370,000 | |||||||||||||||||||
Stock issued during period, shares, conversion of units | shares | 320 | ||||||||||||||||||||||
Subscription price of units | $ 10,000 | ||||||||||||||||||||||
Stock issued, value, conversion of units | $ 3,200,000 | ||||||||||||||||||||||
Common stock issued in units | shares | 7,940 | ||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 5,450,000 | $ 60,000 | 48,000 | $ 425,000 | 40,000 | ||||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 0.8 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 243,275 | ||||||||||||||||||||||
Equity Issuance, Per Share Amount | $ / shares | $ 0.8 | ||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 0 | $ 0 | 0 | 151,000 | |||||||||||||||||||
Increase in additional paid-in capital upon conversion of convertible notes | 48,000 | ||||||||||||||||||||||
Convertible Debt Securities [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Warrants issued during period | shares | 7,690 | ||||||||||||||||||||||
Convertible debt issued in units | $ 5,000 | ||||||||||||||||||||||
Interest rate on convertible note | 6% | ||||||||||||||||||||||
Convertible notes [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Transaction costs | $ 29,000 | 29,000 | |||||||||||||||||||||
Accretion expense | 23,000 | 127,000 | |||||||||||||||||||||
Financing and interest expense | 60,000 | $ 77,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 670,452 | 670,452 | |||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 295,000 | ||||||||||||||||||||||
Increase in additional paid-in capital upon conversion of convertible notes | 262,000 | ||||||||||||||||||||||
Private Placement [Member] | Warrant [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Warrants issued during period, value | $ 44,000 | ||||||||||||||||||||||
8% convertible notes due July 31, 2025 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Transactions costs of convertible notes | 403,000 | $ 403,000 | |||||||||||||||||||||
Accretion expense | 63,000 | 24,000 | |||||||||||||||||||||
Beneficial conversion feature | 0 | 411,000 | |||||||||||||||||||||
Financing and interest expense | 126,000 | 26,000 | |||||||||||||||||||||
8% convertible notes due July 31, 2025 [Member] | Private Placement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 2,100,000 | ||||||||||||||||||||||
Convertible notes percentage | 8% | ||||||||||||||||||||||
Convertible notes, conversion price | $ / shares | $ 0.4 | ||||||||||||||||||||||
Commission paid to agents | $ 199,525 | ||||||||||||||||||||||
Warrants issued during period | shares | 613,000 | ||||||||||||||||||||||
Exercise price of warrants issued | $ / shares | $ 0.4 | ||||||||||||||||||||||
Warrants issued during period, value | $ 164,000 | ||||||||||||||||||||||
Transactions costs of convertible notes | 403,000 | ||||||||||||||||||||||
8% convertible notes due Oct 15, 2024 [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Financing and interest expense | 99,000 | 104,000 | |||||||||||||||||||||
8% convertible notes due Oct 15, 2024 [Member] | Private Placement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Debt instrument, face amount | $ 557,000 | $ 1,200,000 | $ 1,200,000 | $ 557,000 | |||||||||||||||||||
Convertible notes percentage | 8% | 8% | 8% | 8% | |||||||||||||||||||
Convertible notes, conversion price | $ / shares | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | |||||||||||||||||||
Exercise price of warrants issued | $ / shares | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | |||||||||||||||||||
Warrants issued during period, value | $ 482,000 | $ 222,800 | |||||||||||||||||||||
Transactions costs of convertible notes | 268,000 | ||||||||||||||||||||||
Accretion expense | 44,000 | $ 41,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 377,777 | 377,777 | |||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 68,000 | ||||||||||||||||||||||
Payments of debt issuance costs | $ 39,000 | $ 85,000 | |||||||||||||||||||||
Increase in additional paid-in capital upon conversion of convertible notes | $ 59,000 | ||||||||||||||||||||||
Amendment to convertible note [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Convertible notes, conversion price | $ / shares | $ 0.44 | $ 0.8 | |||||||||||||||||||||
Transactions costs of convertible notes | $ 29,000 | $ 29,000 | |||||||||||||||||||||
Interest rate on convertible note | 8% | 6% | |||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 151,000,000 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of components of the convertible notes (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Convertible notes | $ 4,226 | $ 3,709 |
8% convertible notes due July 31, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Face value of the convertible notes | 2,101 | 2,101 |
Transaction costs | (403) | (403) |
Accretion | 97 | 58 |
Beneficial conversion feature | 0 | (411) |
Convertible notes | 1,795 | 1,345 |
Amendment to convertible note [Member] | ||
Debt Instrument [Line Items] | ||
Face value of the convertible notes | 909 | 909 |
Transaction costs | (29) | (29) |
Accretion | 44 | 21 |
Convertible notes | $ 924 | $ 901 |
Convertible Notes - Schedule _2
Convertible Notes - Schedule of capital units (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 14, 2021 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||
Gross proceeds | $ 12,346 | $ 3,200 |
Transaction costs | 422 | 328 |
Net proceeds | 11,924 | 2,872 |
Convertible notes [Member] | ||
Debt Instrument [Line Items] | ||
Gross proceeds | 1,086 | |
Transaction costs | 111 | |
Net proceeds | 975 | |
Common stock [Member] | ||
Debt Instrument [Line Items] | ||
Gross proceeds | 8,695 | 1,627 |
Transaction costs | 297 | 167 |
Net proceeds | 8,398 | 1,460 |
Warrants [Member] | ||
Debt Instrument [Line Items] | ||
Gross proceeds | 3,651 | 487 |
Transaction costs | 125 | 50 |
Net proceeds | $ 3,526 | $ 437 |
Convertible Notes - Schedule _3
Convertible Notes - Schedule of components of convertible notes subsequent to the amendments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Convertible note | $ 4,226 | $ 3,709 |
8% convertible notes due Oct 15, 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Attributed value of net proceeds to convertible notes | 1,397 | 1,397 |
Accretion | 110 | 66 |
Convertible note | $ 1,507 | $ 1,463 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) $ in Thousands | 9 Months Ended | |||||
May 14, 2021 USD ($) shares | Sep. 30, 2022 shares | Dec. 31, 2021 shares | May 14, 2021 $ / shares | May 11, 2021 shares | May 10, 2021 shares | |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 450,000,000 | 450,000,000 | 450,000,000 | 200,000,000 | ||
Atai Life Sciences [Member] | ||||||
Class of Stock [Line Items] | ||||||
Ownership interest acquired by equity investment | 25% | |||||
Amount of investment | $ | $ 12,346,300 | |||||
Percentage of issued and outstanding common stock | 25% | 21% | ||||
Number of shares issued | 37,300,000 | |||||
Number of warrants issued | 22,380,000 | |||||
Proceeds from issuance of common stock and warrants | $ | $ 12,346,300 | |||||
Exercise price of warrants | $ / shares | $ 0.35 | |||||
Warrants term | 3 years | |||||
Securities Purchase Agreement [Member] | Atai Life Sciences [Member] | ||||||
Class of Stock [Line Items] | ||||||
Maximum rights to subscribe additional units | 130,000,000 | |||||
Right to subscribe additional units, description | Each additional unit will be comprised of (i) one share of common stock and (ii) one half of one warrant. The price for the additional units will be (i) until the date which is 12 months following the closing, $0.331 (subject to certain exceptions), and (ii) following the date which is 12 months following the closing, the lower of (A) a 20% premium to the market price on the date of purchase, and (B) $0.50 if purchased in the second year following closing and $0.75 if purchased in third year following closing. Each additional warrant will entitle atai, for a period of three years from the date of issuance, to purchase one share at the lesser of either (i) a 20% premium to the price of the corresponding additional share, or (ii) the price per share under which shares of the Company are issued under convertible instruments that were outstanding on February 16, 2021 | |||||
Maximum number of common shares called by warrants that may not be exercised | 44,000,000 |
Capital Stock - Schedule of sto
Capital Stock - Schedule of stock by class (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | May 11, 2021 | May 10, 2021 |
Stockholders' Equity Note [Abstract] | ||||
Common stock, shares authorized | 450,000,000 | 450,000,000 | 450,000,000 | 200,000,000 |
Common stock, par value per share | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, shares, issued | 174,646,196 | 154,571,289 | ||
Common stock, value, issued | $ 1 | $ 1 |
Capital stock - Schedule of pro
Capital stock - Schedule of proceeds of equity components (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 14, 2021 | Sep. 30, 2022 | |
Schedule of Additional Paid In Capital [Line Items] | ||
Gross proceeds | $ 12,346 | $ 3,200 |
Transaction costs | 422 | 328 |
Net proceeds | 11,924 | 2,872 |
Common Stock [Member] | ||
Schedule of Additional Paid In Capital [Line Items] | ||
Gross proceeds | 8,695 | 1,627 |
Transaction costs | 297 | 167 |
Net proceeds | 8,398 | 1,460 |
Warrants [Member] | ||
Schedule of Additional Paid In Capital [Line Items] | ||
Gross proceeds | 3,651 | 487 |
Transaction costs | 125 | 50 |
Net proceeds | $ 3,526 | $ 437 |
Additional Paid-In Capital (Nar
Additional Paid-In Capital (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 01, 2022 | Jan. 11, 2021 | Jan. 20, 2022 | May 19, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Additional Paid In Capital [Line Items] | ||||||||
Stock based compensation | $ 31 | $ 25 | $ 94 | $ 81 | ||||
Employee [Member] | ||||||||
Schedule of Additional Paid In Capital [Line Items] | ||||||||
Stock based compensation | 85 | 81 | ||||||
2016 Stock Option Plan [Member] | Stock options [Member] | ||||||||
Schedule of Additional Paid In Capital [Line Items] | ||||||||
Number of shares granted | 150,000 | 25,000 | ||||||
Weighted average exercise price, options granted | $ 0.27 | $ 0.34 | ||||||
Weighted average remaining contractual term, options vested | 2 years | 2 years | ||||||
Vesting rights, percentage | 25% | 25% | ||||||
Options, expiration period | 10 years | 10 years | ||||||
Stock granted, value, share-based compensation, gross | $ 25 | $ 6 | ||||||
Stock options granted to consultant [Member] | ||||||||
Schedule of Additional Paid In Capital [Line Items] | ||||||||
Stock based compensation | 9 | 0 | ||||||
Unrecognized stock-based compensation [Member] | ||||||||
Schedule of Additional Paid In Capital [Line Items] | ||||||||
Stock based compensation | $ 52 | $ 146 | ||||||
Deferred Share Units [Member] | ||||||||
Schedule of Additional Paid In Capital [Line Items] | ||||||||
Deferred share units grants in period | 543,480 | 390,625 | ||||||
General and administrative expenses | $ 197 | $ 207 |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Transaction price allocated to the remaining performance obligation | $ 1,467 |
Research and development milestone payments | $ 2,552 |
Percentages of recognized in next three year | 100% |
Commercial sales milestone payments | $ 433 |
Revenues - Schedule of revenue
Revenues - Schedule of revenue disaggregated by revenue source (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 142 | $ 593 | $ 777 | $ 1,041 |
Research and development agreements [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 657 | 489 | ||
Product revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 79 | 232 | ||
Royalties on product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 41 | 0 | ||
Sales milestone revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 0 | $ 320 |
Revenues - Schedule of revenu_2
Revenues - Schedule of revenue disaggregated by timing of recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 142 | $ 593 | $ 777 | $ 1,041 |
Product and services transferred at point in time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 267 | 552 | ||
Products and services transferred over time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 510 | $ 489 |
Revenues - Schedule of revenu_3
Revenues - Schedule of revenue disaggregated by geography, based on the billing addresses of our customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 142 | $ 593 | $ 777 | $ 1,041 |
Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 525 | 816 | ||
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 147 | 0 | ||
Canada [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 105 | $ 225 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease expense | $ 205 | |||
Operating lease payments | $ 203 | |||
Weighted average remaining lease term | 3 years 4 months 24 days | 3 years 4 months 24 days | ||
Weighted average discount rate for operating leases | 10% | 10% | ||
Cash outflows from finance leases | $ 7 | $ 11 | $ 25 | $ 21 |
Finance lease weighted average remaining lease term | 2 years 4 months 6 days | 2 years 4 months 6 days | ||
Weighted average discount rate for finance leases | 6.35% | 6.35% |
Leases - Schedule of leases (De
Leases - Schedule of leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 63 |
2023 | 256 |
2024 | 264 |
2025 | 264 |
2026 | 44 |
Total undiscounted lease payments | 891 |
Less: Interest | 195 |
Present value of lease liabilities | $ 696 |
Leases - Schedule of operating
Leases - Schedule of operating lease liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Current portion of operating lease liability | $ 231 | $ 249 |
Operating lease liability | $ 465 | $ 642 |
Leases - Schedule of finance le
Leases - Schedule of finance leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 10 |
2023 | 39 |
2024 | 37 |
2025 | 6 |
Total undiscounted lease payments | 92 |
Less: Interest | 6 |
Present value of lease liabilities | $ 86 |
Leases - Schedule of financial
Leases - Schedule of financial lease liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Current portion of finance lease liability | $ 35 | $ 36 |
Finance lease liability | $ 51 | $ 84 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Options granted to the Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries, Wages and Officers' Compensation | $ 10 | $ 10 |
Options granted to the President and Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries, Wages and Officers' Compensation | 10 | 10 |
Options granted to the Vice President, Operations [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries, Wages and Officers' Compensation | 5 | 10 |
Options granted to the Vice-President, Research and Development [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries, Wages and Officers' Compensation | 5 | 5 |
Options granted to Vice-President, Business and Corporate Development [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries, Wages and Officers' Compensation | 5 | 5 |
Options granted to the Vice-President, Intellectual Property and Legal Affairs [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries, Wages and Officers' Compensation | 13 | 13 |
Director fees [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries, Wages and Officers' Compensation | 167 | 179 |
Deferred share units [Member] | ||
Related Party Transaction [Line Items] | ||
Salaries, Wages and Officers' Compensation | $ 143 | $ 345 |
Contingencies (Narrative) (Deta
Contingencies (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Sales tax assessments amount | $ 310,000 |
Sales tax assessments interest and penalties | 33,000 |
Amount of sales taxes expenses increase | 277,000 |
Amount of net earnings decrease | $ 277,000 |