11. CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2013 |
Notes to Financial Statements | ' |
11. CAPITAL STOCK | ' |
a) | Common Shares | | | | | | | | | | | | | | | | | | | | | | | | | |
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During the year ended December 31, 2012, the Company issued 2,000,000 common shares related to a contingent liability recorded on December 1, 2011. The difference between the fair value of these shares at December 31, 2011 and the fair value on the date of issuance was a credit of $79,724 which was recorded as a reduction of expense to the “change in fair value of contingent consideration” on the statements of operations and comprehensive loss. |
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During the year ended December 31, 2013, the Company completed two private placement offerings in which 11,471,196 units were issued for gross proceeds of US$4,595,000 ($4,713,787). As a part of the private placements, the Company issued 11,362,500 units at a price of US$0.40 ($0.41) per unit and granted 11,362,500 common share purchase warrants to the participants. Each unit consisted of one common share of the Company's stock and one-half of one Series A common share purchase warrant (a "Series A Warrant") and one-half of one Series B common share purchase warrant (a "Series B Warrant"). Each whole Series A Warrant entitles the holder thereof to acquire one common share of the Company at any time during the period ending 24 months after the date of issuance at a price of US$0.50 ($0.53) per common share. Each whole Series B Warrant entitles the holder thereof to acquire one common share of the Company at a price of US$0.60 ($0.64) per share at any time during the period ending 60 months after the date of issuance. The terms of the Series B Warrants provide the Company with a right to call the Series B Warrants at a price of US$0.001 per warrant if certain conditions are met including the common shares trading at a volume weighted average price for 20 out of 30 consecutive trading days at a price which exceeds US$1.20 (subject to adjustment for stock splits, recapitalizations and other corporate transactions) with average daily volume during such period of at least US$30,000. The remaining 108,696 units were issued at a price of US$0.46 ($0.49) per unit. Each unit consists of one common share of the Company’s stock and one warrant exercisable at any time during the period ending 60 months after the date of the issuance at a price of US$0.55 ($0.58). |
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Directors, officers and individuals related to directors purchased 6,046,196 units for gross proceeds of US$2,425,000 ($2,485,625) pursuant to this private placement. |
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In connection with the private placement, the Company paid cash commissions of US$248,219 ($252,101) and issued 345,188 Series A broker warrants and 345,187 Series B broker warrants valued at US$168,491 ($172,986). Each Series A broker warrant entitles the holder to purchase one common share at an exercise price of US$0.50 ($0.53) for a period of twenty four months. Each Series B broker warrant entitles the holder to purchase one common share at an exercise price of $0.60 ($0.64) for a period of 60 months after the date of issuance. Total other issuance costs associated with the private placements were $184,856. The Series B broker warrants also contain a call right similar to the Series B Warrant described above. |
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b) | Stock Based Compensation | | | | | | | | | | | | | | | | | | | | | | | | | |
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The Company’s stock-based compensation program ("Plan") includes stock options in which some options vest based on continuous service, while others vest based on performance conditions such as profitability and sales goals. For those equity awards that vest based on continuous service, compensation expense is recorded over the service period from the date of grant. For performance-based awards, compensation expense is recorded over the remaining service period when the Company determines that achievement is probable. |
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During the year ended December 31, 2013, there were 1,173,250 options granted to officers and employees of the Company (2012 – 290,000). The exercise price of 286,250 of these options is $0.40, with quarterly vesting terms at 25% on each of March 31, June 30, September 30 and December 31, 2014, upon achieving certain financial objectives. Since stock-based compensation is recognized only for those awards that are ultimately expected to vest, the Company has applied an estimated forfeiture rate (based on historical experience and projected employee turnover) to unvested awards for the purpose of calculating compensation expense. The grant date fair value of these options was estimated as $0.33 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 123%; risk free interest rate of 1.49%; and expected term of 5 years. |
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Additionally, 720,000 options had an exercise price of $0.42, with vesting as to one-twelfth at the end of each fiscal quarter over a three year period, commencing on September 30, 2013. The grant date fair value of these options was estimated as $0.34 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 122%; risk free interest rate of 1.84%; and expected term of 5 years. |
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The remaining 167,000 options had an exercise price as follows: 150,000 at $0.53 and 17,000 at $0.39. Of these options 150,000 will vest as to one-eighth over a period of two years in equal installments at the end of every fiscal quarter starting on the first day of the first fiscal quarter following the quarter in which the performance criteria has been met. The remaining 17,000 options will vest quarterly over the next two years with the first vesting date being September 30, 2013. The weighted average grant date fair value of these options was estimated as $0.42 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 129%; risk free interest rate of 1.89%; and expected term of 5 years. |
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For the year ended December 31, 2013, the Company recorded $419,168 (2012 – $589,893) as compensation expense for options previously issued to directors, officers and employees based on continuous service. This expense was recorded as selling, general and administrative expense on the statements of operations and comprehensive loss. Due to termination of employment and non-achievement of performance-based awards, 560,917 options were removed from the number of options issued (2012 – 52,500). |
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The Company uses the Black-Scholes option-pricing model to estimate the grant date fair value of stock options with the following weighted average assumptions: |
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| | 2013 | | | 2012 | | | | | | | | | | | | | | | | | | | |
Risk-free interest rate | | | 1.76 | % | | | 1.49 | % | | | | | | | | | | | | | | | | | | |
Expected life | | 5 years | | | 5 years | | | | | | | | | | | | | | | | | | | |
Expected volatility | | | 123 | % | | | 124 | % | | | | | | | | | | | | | | | | | | |
Expected dividend yield | | | 0 | % | | | 0 | % | | | | | | | | | | | | | | | | | | |
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The Company’s computation of expected volatility for the years ended December 31, 2013 and 2012 is based on the Company’s market close price over the period equal to the expected life of the options. The Company’s computation of expected life is calculated using the simplified method. |
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The Company’s expected dividend yield is 0%, since there is no history of paying dividends and there are no plans to pay dividends. The Company’s risk-free interest rate is the Canadian Treasury Bond rate for the period equal to the expected term. |
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On June 22, 2011, pursuant to resolutions by the Board of Directors and shareholders, the Company amended the Plan to change the maximum number of common shares subject to options that may be issued under the Plan from a fixed number of 4,629,452 to a floating amount equivalent to 10% of the issued and outstanding common shares, or 5,108,124 shares as at December 31, 2013 (2012 – 3,961,004). The total remaining options available for granting under the plan at December 31, 2013, was 1,283,289 (2012 – 748,052). |
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The total number of options outstanding as at December 31, 2013 was 3,824,835 (2012 – 3,212,502). The weighted average grant date fair value of the options granted during the year ended December 31, 2013, was $0.35 (2012 - $0.45). |
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The activities in options outstanding are as noted below: |
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| | Number of | | | Weighted Average Exercise Price | | | | | | | | | | | | | | | | | | | |
Options | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2011 | | | 2,975,002 | | | $ | 0.66 | | | | | | | | | | | | | | | | | | | |
Granted | | | 290,000 | | | | 0.53 | | | | | | | | | | | | | | | | | | | |
Forfeited | | | (52,500 | ) | | | 0.67 | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2012 | | | 3,212,502 | | | | 0.65 | | | | | | | | | | | | | | | | | | | |
Granted | | | 1,173,250 | | | | 0.43 | | | | | | | | | | | | | | | | | | | |
Forfeited | | | (560,917 | ) | | | 0.5 | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2013 | | | 3,824,835 | | | $ | 0.6 | | | | | | | | | | | | | | | | | | | |
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When employees or non-employees exercise their stock options, the capital stock is credited by the sum of the consideration paid together with the related portion previously credited to additional paid-in capital when stock-based compensation costs were recorded. |
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As at December 31, 2013, the Company had 2,260,253 (2012 – 1,169,619) vested options. As at December 31, 2013, the number of unvested options expected to vest (including the impact of expected forfeitures) had been estimated at 1,564,582 (2012 – 2,043,333) with a weighted average contractual life of 3.8 years (2012 – 3.9 years) and exercise price of $0.497 (2012 - $0.58). As at December 31, 2013, the total fair value of future expense to be recorded in subsequent periods (assuming no forfeiture occurs) is $296,186 (2012 - $540,454). The weighted average time remaining for these options to vest is 1.5 years (2012 – 1.9 years). |
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As at December 31, 2013, the aggregate intrinsic value of outstanding options was $nil (2012 - $nil) and the aggregate intrinsic value of exercisable options was $nil (2012 - $nil) based on the Company’s closing common share price of $0.38 (2012 - $0.35). |
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The Company recognizes compensation expense for the fair values of stock options using the graded vesting method over the requisite service period for the entire award. |
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The following table presents information relating to stock options outstanding and exercisable at December 31, 2013. |
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| | | Options Outstanding | | | | | | Options Exercisable | | | | |
Range of | | | Number | | | Weighted Average Remaining Contractual | | | Weighted Average Exercise Price | | | Number | | | Weighted Average | | | Weighted Average Remaining Contractual | |
Exercise Price | of Shares | Life (Years) | of Shares | Exercise | Life (Years) |
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$ | 0.30 to $0.49 | | | | 1,065,750 | | | | 4.1 | | | $ | 0.42 | | | | 351,750 | | | $ | 0.43 | | | | 3.5 | |
$ | 0.50 to $0.69 | | | | 2,024,585 | | | | 3 | | | | 0.57 | | | | 1,174,003 | | | | 0.58 | | | | 2.9 | |
$ | 0.70 to $0.89 | | | | 77,000 | | | | 0.9 | | | | 0.84 | | | | 77,000 | | | | 0.84 | | | | 0.9 | |
$ | 0.90 to $1.09 | | | | 657,500 | | | | 1.4 | | | | 0.96 | | | | 657,500 | | | | 0.96 | | | | 1.4 | |
| | | | | 3,824,835 | | | | 3 | | | $ | 0.6 | | | | 2,260,253 | | | $ | 0.67 | | | | 2.5 | |
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c) Warrants |
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As at December 31, 2013, the following compensation warrants were outstanding: |
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Expiration Date | | Number of | | Weighted Average | | | Fair Value at | | | Fair Value at | | | | | | | | | | | | | | |
Warrants | Exercise Price | 31-Dec-13 | 31-Dec-12 | | | | | | | | | | | | | | |
11-May-17 | | 750,000 | | US$0.43 ($0.46) | | $ | 223,356 | | | $ | 202,213 | | | | | | | | | | | | | | | |
27-Feb-15 | | 4,429,688 | | US$0.50 ($0.53) | | $ | 518,256 | | | $ | - | | | | | | | | | | | | | | | |
27-Feb-18 | | 4,429,687 | | US$0.60 ($0.64) | | $ | 1,286,216 | | | $ | - | | | | | | | | | | | | | | | |
5-Mar-15 | | 1,253,000 | | US$0.50 ($0.53) | | $ | 146,596 | | | $ | - | | | | | | | | | | | | | | | |
5-Mar-18 | | 1,253,000 | | US$0.60 ($0.64) | | $ | 363,825 | | | $ | - | | | | | | | | | | | | | | | |
11-Mar-15 | | 343,750 | | US$0.50 ($0.53) | | $ | 49,723 | | | $ | - | | | | | | | | | | | | | | | |
11-Mar-18 | | 343,750 | | US$0.60 ($0.64) | | $ | 99,812 | | | $ | - | | | | | | | | | | | | | | | |
8-Aug-18 | | 755,794 | | US$0.5954 ($0.6333) | | $ | 245,982 | | | $ | - | | | | | | | | | | | | | | | |
20-Sep-18 | | 108,696 | | US$0.55 ($0.58) | | $ | 32,948 | | | $ | - | | | | | | | | | | | | | | | |
| | 13,667,365 | | US$0.55 ($0.58) | | $ | 2,966,714 | | | $ | 202,213 | | | | | | | | | | | | | | | |
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In connection with a private placement offering in October 2010, the Company granted 1,500,000 warrants to the participants, each exercisable into one common share as follows: 500,000 at US$1.50 ($1.60), 500,000 at US$2.00 ($2.06) and 500,000 at US$2.50 ($2.57) each for a period of 18 months, ending on April 8, 2012. The exercise price of the 1,500,000 warrants is denominated in US dollars while the Company’s functional and reporting currency is the Canadian dollar. As a result, the fair value of the warrants fluctuates based on the current stock price, volatility, the risk free interest rate, time remaining until expiry and changes in the exchange rate between the US and Canadian dollar. On April 5, 2012, the Company granted a one year extension on these warrants and recorded $135,157 to cost of extending the warrant expiration on the statements of operations and comprehensive loss. The fair value of this extension of the warrants on date of grant was estimated using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 107%; risk free interest rate of 1.43%; and expected term of 1 year. These warrants expired during the year ended December 31, 2013. |
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On May 11, 2012, the Company granted 750,000 warrants in connection with the Loan Agreement, at an exercise price of US$0.56 ($0.59). Subsequently, the pro rata exercise price of the 750,000 warrants described above was adjusted due to the exercise rate of the 755,794 common share purchase warrants being issued to SWK during 2013. The effect of this pro rata change was a new warrant exercise price of US$0.43 ($0.46). The fair value of these warrants fluctuates based on the current stock price, volatility, the risk free interest rate, time remaining until expiry and changes in the exchange rate between the US and Canadian dollar. The fair value of the warrant liability at the date of grant of the 750,000 warrants was $312,000 and was estimated using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 124%; risk free interest rate of 1.48%; and expected term of 5 years. |
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In connection with the SWK Credit Agreement the Company issued to SWK 755,794 common share purchase warrants with each warrant entitling SWK to acquire one common share in the capital of the Company at an exercise price of US$0.5954 ($0.6333), at any time prior to August 8, 2020. The fair value of the warrant liability at the date of grant was $445,012 and was estimated using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 128%; risk free interest rate of 2.14%; and expected term of 7 years. |
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In connection with the private placement offerings completed during the year ended December 31, 2013, the Company granted an aggregate of 12,161,571 share purchase warrants to the participants each exercisable into one common share as follows: 6,026,438 at US$0.50 ($0.53) exercisable on or before March 11, 2015 and 6,026,437 at US$0.60 ($0.64) exercisable on or before March 11, 2018. The exercise price of the 12,052,875 warrants is denominated in US dollars while the Company’s functional and reporting currency is the Canadian dollar. As a result, the fair value of the warrants fluctuates based on the current stock price, volatility, the risk free interest rate, time remaining until expiry and changes in the exchange rate between the US and Canadian dollar. The fair value of the warrant liability at the date of grant for these warrants was $1,896,679 and was estimated using the Black-Scholes option pricing model, based on the following weighted average assumptions: expected dividend yield of 0%; expected volatility of 117.4%; risk free interest rate of 1.16%; and expected term of 3.5 years. The remaining 108,696 share purchase warrants are exercisable on or before September 20, 2018 at US$0.55 ($0.58). The fair value of the warrant liability at the date of grant for these warrants was $22,810 and was estimated using the Black-Scholes option pricing model, based on the following weighted average assumptions: expected dividend yield of 0%; expected volatility of 130.0%; risk free interest rate of 1.89%; and expected term of 5 years. |
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ASC 815 "Derivatives and Hedging" indicates that warrants with exercise prices denominated in a different currency other than an entity’s functional currency should not be classified as equity. As a result, these warrants have been treated as derivatives and recorded as liabilities carried at their fair value, with period-to-period changes in the fair value recorded as a gain or loss in the statements of operations and comprehensive loss. The Company treated the compensation warrants as a liability upon their issuance. |
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As at December 31, 2013, the fair value of the warrant liability of $2,966,714 (2012 - $202,213) was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: expected dividend yield of 0% (2012 – 0%) expected volatility of 114% (2012 – 108.4%) risk-free interest rate of 1.58% (2012 – 1.20%) and expected term of 2.94 years (2012 – 1.65 years). |
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This model requires management to make estimates of the expected volatility of its common shares, the expected term of the warrants and interest rates. The risk free interest rate is based on the Canadian Treasury Bond rate. The Company has not paid dividends and does not expect to pay dividends in the foreseeable future. The expected term of the warrants is the contractual term of the warrants upon initial recognition. |
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For the year ended December 31, 2013, the Company recorded a loss of $399,217 (2012 – gain of $247,486) as change in warrant liability on the statement of operations and comprehensive loss. |