7. Capital Stock | 9 Months Ended |
Sep. 30, 2014 |
Equity [Abstract] | ' |
7. Capital Stock | ' |
| (a) | Common Shares | | | | | | | | | | | | | | |
During the three and nine month periods ended September 30, 2014, the Company completed a public offering in which 42,895,000 units ("Units") were issued at a price of $0.70 per Unit for gross proceeds of $30,026,500. Each Unit consisted of one common share of the Company’s stock and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share of the Company at a price per share of $0.90 at any time on or before July 15, 2016. As part of the public offering, the Company issued 21,447,500 common share purchase warrants to the purchasers. |
|
In connection with the public offering, the Company paid cash commissions to the syndicate of underwriters of $2,251,988 and issued an aggregate of 3,217,125 non-transferable broker units. See Note 7 (c). Each broker unit entitles the holder to purchase one Unit at an exercise price of $0.70 at any time on or before July 15, 2016. Total other issuance costs associated with the public offering were $396,826. |
|
During the nine month period ended September 30, 2014, the Company issued 500,000 common shares to a consultant for services and recorded $211,812 as paid-in common shares based on the fair market value of the common shares at the date of issuance. |
|
Common Shares | | | Number of Shares | | | | | | | | | | | | | |
Amount | | | | | | | | | | |
Balance, December 31, 2013 | | | 51,081,238 | | $ | 19,947,290 | | | | | | | | | | |
Common shares for services issued | | | 500,000 | | | 211,812 | | | | | | | | | | |
Units issued | | | 42,895,000 | | | 30,026,500 | | | | | | | | | | |
Share issuance costs | | | - | | | -2,648,813 | | | | | | | | | | |
Common share purchase warrants – valuation | | | - | | | -5,169,881 | | | | | | | | | | |
Broker warrants - valuation | | | - | | | -1,177,468 | | | | | | | | | | |
Balance, September 30, 2014 | | | 94,476,238 | | $ | 41,189,440 | | | | | | | | | | |
| (b) | Stock Based Compensation | | | | | | | | | | | | | | |
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. |
|
During the three and nine month periods ended September 30, 2014, there were 500,000 and 1,827,985 options, respectively, granted to officers, employees and consultants of the Company (2013 – 167,000 and 1,173,250, respectively). The exercise price of 1,107,985 of these options is $0.40, with one-eighth vesting quarterly over two years on each of March 31, June 30, September 30 and December 31, in 2015 and 2016, 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%; expected risk free interest rate of 1.61%; and expected term of 5 years. |
|
In addition, during the nine month period ended September 30, 2014, 200,000 options were granted with an exercise price of $0.42 and will fully vest on January 3, 2015 (Note 12). The grant date fair value of these options was estimated as $0.39 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 123%; expected risk free interest rate of 1.69%; and expected term of 5 years. |
|
In addition, during the nine month period ended September 30, 2014, 20,000 options were granted with an exercise price of $0.61, with 10,000 vesting on November 30, 2014 and the remaining 10,000 vesting over two years on each of March 31, June 30, September 30 and December 31, in 2015 and 2016. The grant date fair value of these options was estimated as $0.52 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 123%; expected risk free interest rate of 1.50%; and expected term of 5 years. |
|
During the three and nine month periods ended September 30, 2014, 500,000 options were granted to a consultant for services with an exercise price of $0.57. Of these options, 50% will vest on or before February 15, 2015, the remaining 50% will vest one-eighth quarterly over two years, starting in the first quarter following the achievement of certain financial objectives. The grant date fair value of these options was estimated as $0.47 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 122%; expected risk free interest rate of 1.56%; and expected term of 5 years. |
|
For the three and nine month periods ended September 30, 2014, the Company recorded $142,915 and $359,990, respectively (2013 – $138,513 and $428,482, respectively) as additional paid in capital for options issued to directors, officers, employees and consultants based on continuous service. Included in this amount is $48,794 and $85,238, respectively for options issued to consultants for services (Note 12). This expense was recorded as selling, general and administrative expense on the condensed interim statements of operations, comprehensive income (loss) and deficit. Due to termination of employment and non-achievement of performance-based awards, 13,750 options were removed from the number of options issued during the nine month period ended September 30, 2014 (year ended December 31, 2013 – 560,917). |
The activities in additional paid in-capital options are as follows: |
| | | | | | | | | | | | | | | | |
| | Amount | | | | | | | | | | | | | | |
Balance, December 31, 2013 | $ | 2,286,890 | | | | | | | | | | | | | | |
Expense recognized for options issued to employees | | 100,910 | | | | | | | | | | | | | | |
Expense recognized for options issued to consultants | | 16,222 | | | | | | | | | | | | | | |
Balance, March 31, 2014 | | 2,404,022 | | | | | | | | | | | | | | |
Expense recognized for options issued to employees | | 79,722 | | | | | | | | | | | | | | |
Expense recognized for options issued to consultants | | 20,222 | | | | | | | | | | | | | | |
Balance, June 30, 2014 | | 2,503,966 | | | | | | | | | | | | | | |
Expense recognized for options issued to employees | | 94,121 | | | | | | | | | | | | | | |
Expense recognized for options issued to consultants | | 48,794 | | | | | | | | | | | | | | |
Balance, September 30, 2014 | $ | 2,646,881 | | | | | | | | | | | | | | |
|
The total number of options outstanding as at September 30, 2014 was 5,639,070 (December 31, 2013 – 3,824,835). The weighted average grant date fair value of the options granted during the three and nine month periods ended September 30, 2014, was $0.47 and $0.38, respectively (2013 - $0.46 and $0.48, respectively). |
|
The maximum number of options that may be issued under the Plan is floating at an amount equivalent to 10% of the issued and outstanding common shares, or 9,447,624 as at September 30, 2014 (December 31, 2013 – 5,108,124). |
| (c) | Warrants | | | | | | | | | | | | | | |
As at September 30, 2014, the following warrants were outstanding: |
Warrant Liability |
| | Number of | | Weighted Average | | | | Fair Value at | | Fair Value at |
Expiration Date | Warrants | Exercise Price | 30-Sep-14 | 31-Dec-13 |
11-May-17 | | 750,000 | | US$0.43 ($0.48) | | | | $ | 230,324 | | | $ | 223,356 |
27-Feb-15 | | 4,429,688 | | US$0.50 ($0.56) | | | | $ | 451,796 | | | $ | 518,256 |
27-Feb-18 | | 4,429,687 | | US$0.60 ($0.67) | | | | $ | 1,375,248 | | | $ | 1,286,216 |
5-Mar-15 | | 1,253,000 | | US$0.50 ($0.56) | | | | $ | 130,606 | | | $ | 146,596 |
5-Mar-18 | | 1,253,000 | | US$0.60 ($0.67) | | | | $ | 390,413 | | | $ | 363,825 |
11-Mar-15 | | 343,750 | | US$0.50 ($0.56) | | | | $ | 36,216 | | | $ | 49,723 |
11-Mar-18 | | 343,750 | | US$0.60 ($0.67) | | | | $ | 107,106 | | | $ | 99,812 |
8-Aug-18 | | 755,794 | | US$0.5954 ($0.6673) | | | | $ | 327,825 | | | $ | 245,982 |
20-Sep-18 | | 108,696 | | US$0.55 ($0.62) | | | | $ | 44,832 | | | $ | 32,948 |
4-Feb-21 | | 347,222 | | US$0.4320 ($0.4842) | | | | $ | 156,445 | | | $ | - |
| | 14,014,587 | | US$0.54 ($0.61) | | | | $ | 3,250,811 | | | $ | 2,966,714 |
| | | | | | | | | | | | | | | | |
|
In connection with the additional US$2,000,000 ($2,211,000) loan described in Note 6, the Company issued SWK 347,222 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$0.432 ($0.4842), at any time on or prior to February 4, 2021. The fair value of the warrant liability at the date of grant was $120,914 and was estimated using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 117%; risk free interest rate of 1.85%; and expected term of 7 years. |
|
ASC 815 "Derivatives and Hedging" indicates that warrants with exercise prices denominated in a 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 condensed interim statements of operations, comprehensive income (loss) and deficit. The Company treated the compensation warrants as a liability upon their issuance. The warrant liability is classified as Level 3 within the fair value hierarchy (see Note 16(a)). |
|
As at September 30, 2014, the fair value of the aggregate warrant liability of $3,250,811 (December 31, 2013 - $2,966,714) was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: expected dividend yield of 0% (December 31, 2013 – 0%) expected volatility of 97% (December 31, 2013 – 114%) risk-free interest rate of 1.45% (December 31, 2013 – 1.58%) and expected term of 2.29 years (December 31, 2013 – 2.94 years). |
|
Warrants – Equity |
| | | | | | | Grant Date | | | | | | | | | |
| Number of | Weighted Average | Fair Value at | | | | | | | | |
Expiration Date | Warrants | Exercise Price | 30-Sep-14 | | | | | | | | |
15-Jul-16 | | 21,447,500 | | $0.90 | | $ | 5,169,881 | | | | | | | | | |
15-Jul-16 | | 3,217,125 | | $0.70 | | $ | 1,177,468 | | | | | | | | | |
| | 24,664,625 | | $0.90 | | $ | 6,347,349 | | | | | | | | | |
|
In connection with the public offering completed during the nine month period ended September 30, 2014, the Company issued 21,447,500 share purchase warrants to the purchasers, each exercisable into one common share of the Company at $0.90, exercisable at any time on or prior to July 15, 2016. In addition, the Company granted 3,217,125 non-transferable broker units, each exercisable into a Unit of the Company, at an exercise price of $0.70 exercisable at any time on or prior to July 15, 2016. The fair value of the warrants and broker warrants at the date of grant was $6,347,349 and was estimated using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 99%; risk free interest rate of 1.12%; and expected term of 2 years. |
|