Share capital, warrants and other capital | 19. Share capital, warrants and other capital (a) Share capital The Company has an unlimited number of authorized common shares (being voting and participating shares) with no par value, as well as an unlimited number of preferred, first and second ranking shares, issuable in series, with rights and privileges specific to each class, with no par value. 2021 During the year ended December 31, 2021, certain warrant holders exercised outstanding warrants to purchase 35,111,187 20.1 On February 19, 2021, the Company completed an underwritten public offering of 20,509,746 1.45 29,739 2,837 3,076,461 1.45 1,435,682 1.8125 February 17, 2026 On February 22, 2021, the Underwriter exercised the Underwriter Option and received 3,076,461 4,461 215,352 Aggregate gross proceeds received in connection with the February 2021 Financing totaled $ 34,200 3,221 1,897 2020 On February 21, 2020, the Company closed a registered direct offering for 3,478,261 1.29 2,608,696 1.20 243,478 1.62 3,900 4,500 2,325 2,174 600 311 Aeterna Zentaris Inc. Notes to Consolidated Financial Statements As of December 31, 2021 and December 31, 2020 and for the years ended December 31, 2021, 2020 and 2019 (in thousands of US dollars, except share and per share data and where otherwise noted) On July 7, 2020, the Company closed a public offering of 26,666,666 0.45 10,596 26,666,666 26,666,666 0.45 July 7, 2025 1,866,667 0.5625 July 1, 2025 Because the warrants were classified as equity, the gross proceeds of $ 12,000 6,308 5,691 1,420 754 666 On August 5, 2020, the Company closed a securities purchase agreement of 12,427,876 0.56325 7,000 9,320,907 five and one-half years 0.47 869,952 0.7040625 August 3, 2025 7,000 3,944 3,056 748 327 421 2019 On September 20, 2019, the Company entered into a securities purchase agreement with US institutional investors to purchase $ 4,988 795 The combined purchase price for one common share and one warrant was $1.50 3,325,000 4,988 3,457 1,531 795 550 Aeterna Zentaris Inc. Notes to Consolidated Financial Statements As of December 31, 2021 and December 31, 2020 and for the years ended December 31, 2021, 2020 and 2019 (in thousands of US dollars, except share and per share data and where otherwise noted) Shareholder rights plan Effective May 8, 2019, the shareholders re-approved the Company’s shareholder rights plan (the “Rights Plan”) that provides the board of directors and the Company’s shareholders with additional time to assess any unsolicited take-over bid for the Company and, where appropriate, to pursue other alternatives for maximizing shareholder value. Under the Rights Plan, one right has been issued for each currently issued common share, and one right will be issued with each additional common share that may be issued from time to time. (b) Warrants Schedule of Warrants Activity Reclassified into Equity Weighted average exercise price Number ($) $ Balance – January 1, 2020 — — — Warrant liability reclassified to equity 16,368,033 0.8556 7,377 Warrants issued as equity 28,533,333 0.4574 5,025 Balance – December 31, 2020 44,901,366 0.6025 12,402 February 2021 Placement Agent Warrants 1,651,034 1.8125 1,897 Warrants exercised (35,111,187 ) 0.5725 (9,746 ) Allocation of transaction costs to share capital — — 532 Balance – December 31, 2021 11,441,213 0.8668 5,085 i) Warrants granted in 2021 The table presented below shows the inputs and assumptions applied to the Black-Scholes option pricing model in order to determine the fair value of the February 2021 Placement Agent Warrants: Schedule of Fair Value of Warrants Assumptions Number of equivalent shares Market value per share price Weighted average exercise price Risk-free annual interest rate Expected volatility Expected life (years) Expected dividend yield # $ $ (i) (ii) (iii) (iv) February 2021 Placement Agent Warrants issued on February 19, 2021 1,435,682 1.48 1.8125 0.58734 % 119.18 % 4.99 0.00 % February 2021 Placement Agent Warrants issued on February 22, 2021 215,352 1.48 1.8125 0.58544 % 119.57 % 4.98 0.00 % (i) Based on United States Treasury Government Bond interest rates with a term that is consistent with the expected life of the warrants. (ii) Based on the historical volatility of the Company’s stock price over the most recent period consistent with the expected life of the warrants. (iii) Based upon time to expiry from the issuance date. (iv) The Company has not paid dividends and it does not intend to pay dividends in the foreseeable future. Aeterna Zentaris Inc. Notes to Consolidated Financial Statements As of December 31, 2021 and December 31, 2020 and for the years ended December 31, 2021, 2020 and 2019 (in thousands of US dollars, except share and per share data and where otherwise noted) ii) Warrants exercised in 2021 During 2021, certain warrant holders exercised their warrants as follows: Summary of Warrants Exercise Transactions Warrants exercised (number of underlying common shares) Exercise Price Aggregate proceeds to the Company September 2019 Investor warrants 2,000,000 $ 1.65 $ 3,300 February 2020 Investor warrants 1,739,130 1.20 2,087 July 2020 Investor warrants 21,045,555 0.45 9,471 July 2020 Placement Agent warrants 1,866,667 0.5625 1,050 August 2020 Investor warrants 7,589,883 0.47 3,567 August 2020 Placement Agent warrants 869,952 0.7040625 612 35,111,187 $ 20,087 iii) Warrant liability reclassified to equity in 2020 The Company had issued 3,325,000 2,608,696 243,478 Effective June 16, 2020, the Company registered the common shares underlying these warrants by way of a registration statement which eliminated the cashless exercise option on the warrants, on a one-for-one basis. Accordingly, as of June 16, 2020, the warrant liability was remeasured at fair value using the Black-Scholes option pricing model, with the amount of the remeasurement loss recognized in the consolidated statement of comprehensive loss. The carrying value of the warrants was then reclassified from warrant liability to other capital within equity. Aeterna Zentaris Inc. Notes to Consolidated Financial Statements As of December 31, 2021 and December 31, 2020 and for the years ended December 31, 2021, 2020 and 2019 (in thousands of US dollars, except share and per share data and where otherwise noted) The Company also issued 9,320,907 869,952 The table presented below shows the inputs and assumptions applied to the Black-Scholes option pricing model in order to determine the fair value of such warrants as of the noted dates of reclassification: Number of equivalent shares Market value per share price Weighted average exercise price Risk-free annual interest rate Expected volatility Expected life (years) Expected dividend yield ($) ($) (i) (ii) (iii) (iv) As of June 16, 2020: September 2019 Warrants 3,325,000 0.96 1.65 0.30 % 104.5 % 4.3 0.00 % February 2020 Investor Warrants 2,608,696 0.96 1.20 0.36 % 119.3 % 5.2 0.00 % February 2020 Placement Agent Warrants 243,478 0.96 1.62 0.32 % 113.3 % 4.7 0.00 % As of September 14, 2020: August 2020 Investor Warrants 9,320,907 0.38 0.47 0.31 % 120.5 % 5.4 0.00 % August 2020 Placement Agent Warrants 869,952 0.38 0.704063 0.26 % 114.6 % 4.9 0.00 % (i) Based on United States Treasury Government Bond interest rates with a term that is consistent with the expected life of the warrants. (ii) Based on the historical volatility of the Company’s stock price over the most recent period consistent with the expected life of the warrants, as well as on future expectations. (iii) Based upon time to expiry from the reporting period date. (iv) The Company has not paid dividends and it does not intend to pay dividends in the foreseeable future. Aeterna Zentaris Inc. Notes to Consolidated Financial Statements As of December 31, 2021 and December 31, 2020 and for the years ended December 31, 2021, 2020 and 2019 (in thousands of US dollars, except share and per share data and where otherwise noted) iv) Warrants issued as equity in 2020 On July 7, 2020, the Company closed a public offering of 26,666,666 0.45 10,596 26,666,666 26,666,666 1,866,667 The table presented below shows the inputs and assumptions applied to the Black-Scholes option pricing model in order to determine the fair value of such warrants: Number of equivalent shares Market value per share price Weighted average exercise price Risk-free annual interest rate Expected volatility Expected life (years) Expected dividend yield ($) ($) (i) (ii) (iii) (iv) July 2020 Investor Warrants 26,666,666 0.52 0.457 0.2879 % 123.1048 % 5 0.00 % July 2020 Placement Agent Warrants 1,866,667 0.52 0.5625 0.2879 % 123.1048 % 5 0.00 % (i) Based on United States Treasury Government Bond interest rates with a term that is consistent with the expected life of the warrants. (ii) Based on the historical volatility of the Company’s stock price over the most recent period consistent with the expected life of the warrants, as well as on future expectations. (iii) Based upon time to expiry from the reporting period date. (iv) The Company has not paid dividends and it does not intend to pay dividends in the foreseeable future. (c) Other capital Long-term incentive plan At the 2018 annual and special meeting of shareholders, the Company’s shareholders approved the adoption of the 2018 long-term incentive plan (the “LTIP”), which allows the Board of Directors to issue up to 11.4 10 seven years Aeterna Zentaris Inc. Notes to Consolidated Financial Statements As of December 31, 2021 and December 31, 2020 and for the years ended December 31, 2021, 2020 and 2019 (in thousands of US dollars, except share and per share data and where otherwise noted) The Company settles stock options exercised through the issuance of new common shares as opposed to purchasing common shares on the market to settle stock option exercises. As of December 31, 2021, the total compensation cost related to unvested US dollar stock options not yet recognized amounted to $ 96 43 101 1.54 1.43 1.21 Disclosure of Change in Stock Options Issued Year ended December 31, 2021 Stock options Weighted average exercise price DSUs (Number) ($) (Number) Balance – January 1, 2021 506,400 1.44 173,000 Granted 580,000 0.42 280,000 Expired (32 ) 590.25 — Exercised — — (30,000 ) Balance – December 31, 2021 1,086,368 0.88 423,000 Year ended December 31, 2019 US$ Stock options Weighted average DSUs CAN$ Stock options Weighted average (Number) (US$) (Number) (Number) (CAN$) Balance – Beginning of year 727,816 4.07 161,000 869 743.56 Granted 185,000 1.07 150,000 — — Exercised (64,850 ) 2.75 (99,000 ) — — Canceled/Forfeited (6,000 ) 13.39 — — — Expired (100,850 ) 2.24 — (428 ) 570.00 Balance – End of year 741,116 3.61 212,000 441 912.00 Year ended December 31, 2020 US$ Stock options Weighted average exercise price DSUs CAN$ Stock options Weighted average exercise price (Number) (US$) (Number) (Number) (CAN$) Balance – Beginning of year 741,116 3.61 212,000 441 912.00 Granted 180,000 0.37 120,000 — — Exercised — — (159,000 ) — — Canceled/Forfeited (330,350 ) 2.56 — — — Expired (84,366 ) 2.14 — (441 ) 912.00 Balance – End of year 506,400 1.44 173,000 — — Aeterna Zentaris Inc. Notes to Consolidated Financial Statements As of December 31, 2021 and December 31, 2020 and for the years ended December 31, 2021, 2020 and 2019 (in thousands of US dollars, except share and per share data and where otherwise noted) Fair value input assumptions for US dollar stock option grants The table below shows the assumptions, or weighted average parameters, applied to the Black-Scholes option pricing model in order to determine share-based compensation costs over the life of the awards. Summary of Assumptions to Determine Share-Based Compensation Costs Over the Life of Awards 2021 2020 2019 Years ended December 31, 2021 2020 2019 Expected dividend yield (a) 0.00 % 0.00 % 0.00 % Expected volatility (b) 115.80 % 112.50 % 110.02 % Risk-free annual interest rate (c) 1.23 % 0.27 % 1.86 % Expected life (years) (d) 5.71 4.02 5.94 Weighted average share price $ 0.42 $ 0.37 $ 2.00 Weighted average exercise price $ 0.42 $ 0.37 $ 2.00 Weighted average grant date fair value $ 0.35 $ 0.27 $ 2.00 _________________________ (a) The Company has not paid dividends and it does not intend to pay dividends in the foreseeable future. (b) Based on the historical volatility of the Company’s stock price over the most recent period consistent with the expected life of the stock options, as well as on future expectations. (c) Based on United States Treasury Government Bond interest rates with a term that is consistent with the expected life of the stock options. (d) Based upon historical data related to the exercise of stock options, on post-vesting employment terminations and on future expectations related to exercise behavior. Schedule of Stock Options Exercise Price Range Options outstanding Options exercisable Range of US dollar stock option exercise prices Number (#) Weighted average remaining contractual life (years) Weighted average exercise price ($) Number (#) Weighted average remaining contractual life (years) Weighted average exercise price ($) 0.37 0.50 760,000 6.72 0.41 60,006 5.95 0.37 0.51 1.78 160,000 4.91 0.91 106,672 4.91 0.90 1.79 3.14 85,000 3.21 2.08 76,667 3.06 2.07 3.15 217.00 81,368 1.70 3.95 81,368 1.70 3.95 1,086,368 5.81 0.88 324,713 3.86 1.84 Aeterna Zentaris Inc. Notes to Consolidated Financial Statements As of December 31, 2021 and December 31, 2020 and for the years ended December 31, 2021, 2020 and 2019 (in thousands of US dollars, except share and per share data and where otherwise noted) |