Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Statements Line Items | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2018 |
Trading Symbol | repcf |
Entity Registrant Name | REPLICEL LIFE SCIENCES INC. |
Entity Central Index Key | 0001205059 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 26,800,529 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well Known Seasoned Issuer | No |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - CAD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 2,418,521 | $ 497,093 |
Sales taxes recoverable | 49,504 | 48,542 |
Prepaid expenses and deposits | 510,741 | 289,226 |
Contract asset | 25,261 | |
Total current assets | 3,004,027 | 834,861 |
Non-current assets | ||
Contract Asset | 215,237 | |
Equipment | 8,167 | 11,165 |
Total assets | 3,227,431 | 846,026 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,277,642 | 1,166,023 |
Contract liability | 252,609 | |
Total current liabilities | 1,530,251 | 1,166,023 |
Non-current liabilities | ||
Contract liability | 2,152,363 | |
Total liabilities | 3,682,614 | 1,166,023 |
Shareholders' (deficiency) equity | ||
Common shares | 28,745,992 | 26,182,073 |
Contributed surplus | 4,357,922 | 4,287,947 |
Accumulated deficit | (33,559,097) | (30,790,017) |
Total shareholders' (deficiency) equity | (455,183) | (319,997) |
Total liabilities and shareholders' (deficiency) equity | $ 3,227,431 | $ 846,026 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - CAD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | |||
Licensing fees | $ 121,114 | ||
Expenses | |||
Research and development | 709,260 | $ 2,541,722 | $ 1,115,063 |
General and administrative | 2,151,154 | 3,450,193 | 3,172,565 |
Loss before other items | (2,739,300) | (5,991,915) | (4,287,628) |
Other items: | |||
Foreign exchange (loss) gain | (29,817) | (29,190) | 16,334 |
Interest income | 37 | 6,775 | |
Net and comprehensive loss | $ (2,769,080) | $ (6,014,330) | $ (4,271,294) |
Basic and diluted loss per share (in dollars per share) | $ (0.12) | $ (0.32) | $ (0.54) |
Weighted average shares outstanding (in shares) | 22,661,001 | 18,680,021 | 7,952,312 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||
Net loss | $ (2,769,080) | $ (6,014,330) | $ (4,271,294) |
Add items not involving cash: | |||
Amortization of contract asset | 12,111 | ||
Depreciation | 2,998 | 4,155 | 5,780 |
Stock-based compensation | 326,367 | 115,800 | 826,307 |
Changes in non-cash working capital balances: | |||
Sales taxes recoverable | (962) | 17,518 | (40,244) |
Prepaid expenses and deposits | (221,515) | (53,171) | (42,842) |
Contract asset | (252,609) | ||
Accounts payable and accrued liabilities | 111,619 | 544,286 | (21,893) |
Contract liability | 2,404,972 | ||
Net cash used in operating activities | (386,099) | (5,385,742) | (3,544,186) |
Investing activities | |||
Redemption (purchase) of guaranteed investment certificate | 1,450,000 | (1,450,000) | |
Net cash provided by (used for) investing activities | 1,450,000 | (1,450,000) | |
Financing activities | |||
Gross proceeds on issuance of common shares | 2,563,919 | 4,320,497 | 4,848,524 |
Proceeds on issuance of shares on exercise of warrants | 371,551 | 244,997 | |
Finder's fee | (256,392) | (319,965) | (214,374) |
Net cash provided by financing activities | 2,307,527 | 4,372,083 | 4,879,147 |
Increase (decrease) in cash and cash equivalents during the year | 1,921,428 | 436,341 | (115,039) |
Cash and cash equivalents, beginning of the year | 497,093 | 60,752 | 175,791 |
Cash and cash equivalents, end of the year | $ 2,418,521 | $ 497,093 | $ 60,752 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Deficiency) - CAD ($) | Total | Common Stock [Member] | Contributed Surplus [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2015 | $ (601,781) | $ 16,498,743 | $ 3,403,869 | $ (20,504,393) |
Beginning Balance (Shares) at Dec. 31, 2015 | 6,348,038 | |||
Statements Line Items | ||||
Net loss for the year | (4,271,294) | (4,271,294) | ||
Shares released from escrow | $ 341,000 | (341,000) | ||
Shares released from escrow (Shares) | (60,000) | |||
Shares issued upon exercise of warrants for cash at $2.20 | 244,997 | $ 244,997 | ||
Shares issued upon exercise of warrants for cash at $2.20 (Shares) | 111,362 | |||
Common shares issued | 584,525 | $ 584,525 | ||
Common shares issued (Shares) | 326,763 | |||
Stock-based compensation | 826,307 | 826,307 | ||
Shares issued | 4,263,999 | $ 4,263,999 | ||
Shares issued (Shares) | 8,199,999 | |||
Finders fees | (214,374) | $ (390,857) | 176,483 | |
Shares issued as finder fees | $ (6,240) | 6,240 | ||
Shares issued as finder fees (Shares) | 12,000 | |||
Shares issued for debt settlement | 374,071 | $ 374,071 | ||
Shares issued for debt settlement (Shares) | 719,368 | |||
Ending Balance at Dec. 31, 2016 | 1,206,450 | $ 21,910,238 | 4,071,899 | (24,775,687) |
Ending Balance (Shares) at Dec. 31, 2016 | 15,657,530 | |||
Statements Line Items | ||||
Net loss for the year | (6,014,330) | (6,014,330) | ||
Shares released from escrow | ||||
Shares released from escrow (Shares) | ||||
Shares issued upon exercise of warrants for cash at $0.85 | 371,551 | $ 371,551 | ||
Shares issued upon exercise of warrants for cash at $0.85 (Shares) | 437,118 | |||
Common shares issued | 4,320,497 | $ 4,320,497 | ||
Common shares issued (Shares) | 5,347,981 | |||
Stock-based compensation | 115,800 | 115,800 | ||
Finders fees | (319,965) | $ (420,213) | 100,248 | |
Ending Balance at Dec. 31, 2017 | (319,997) | $ 26,182,073 | 4,287,947 | (30,790,017) |
Ending Balance (Shares) at Dec. 31, 2017 | 21,442,629 | |||
Statements Line Items | ||||
Net loss for the year | (2,769,080) | (2,769,080) | ||
Shares released from escrow | ||||
Shares released from escrow (Shares) | ||||
Common shares issued | 2,563,919 | $ 2,563,919 | ||
Common shares issued (Shares) | 5,357,900 | |||
Share issuance costs | (256,392) | (256,392) | ||
Stock-based compensation | 326,367 | 326,367 | ||
Ending Balance at Dec. 31, 2018 | $ (455,183) | $ 28,745,992 | $ 4,357,922 | $ (33,559,097) |
Ending Balance (Shares) at Dec. 31, 2018 | 26,800,529 |
Corporate Information
Corporate Information | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Corporate Information [Text Block] | 1. Corporate Information RepliCel Life Sciences Inc. (the “Company” or “RepliCel”) was incorporated under the Ontario Business Corporations Act RepliCel is a regenerative medicine company focused on developing autologous cell therapies that treat functional cellular deficits including chronic tendon injuries, androgenetic alopecia and skin aging. The address of the Company’s corporate office and principal place of business is Suite 900 – 570 Granville Street, Vancouver, BC, V6C 3P1. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Basis of Presentation [Text Block] | 2. Basis of Presentation These consolidated financial statements for the year-ended December 31, 2018 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Subsidiaries are entities controlled by RepliCel. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. The accompanying consolidated financial statements include the account of RepliCel Life Sciences Inc. and its wholly-owned subsidiary, Trichoscience Innovations Inc. (“Trichoscience”). The consolidated financial statements are presented in Canadian dollars, which is also the Company’s functional currency, unless otherwise indicated. The consolidated financial statements were authorized for issue by the Board of Directors on April 30, 2019. The preparation of consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment of complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3. a) Continuance of Operations These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. At December 31, 2018, the Company is in the research stage, has accumulated losses of $33,559,097 since its inception and expects to incur further losses in the development of its business. The Company incurred a consolidated net loss of $2,769,080 during the year ended December 31, 2018. The Company will require additional funding to continue its research and development activities which may not be available, or available on acceptable terms. This will result in material uncertainties which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has a plan in place to address this concern and intends to obtain additional funds by equity financing to the extent there is a shortfall from operations. While the Company is continuing its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations. If the going concern assumptions were not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported net loss and the financial position classifications used. |
Critical Accounting Estimates a
Critical Accounting Estimates and Judgements | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Critical Accounting Estimates and Judgements [Text Block] | 3. Critical Accounting Estimates and Judgements RepliCel Life Sciences Inc. makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both. Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the amounts reported in these financial statements are discussed below: Share Based Payments The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating the fair value for share-based payment transactions are disclosed in Note 9(d). Revenue Recognition The Company applies the five-step model to contracts when it is probable that the Company will collect the consideration that it is entitled to in exchange for the goods and services transferred to the customer. For collaborative arrangements that fall within the scope of IFRS 15, the Company applies the revenue recognition model to part or all of the arrangement, when deemed appropriate. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of IFRS 15, to identify distinct performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. Significant judgement is involved in determining whether the transaction price allocated to the license fee should be recognized over the collaboration period or at the inception of the contract and the time period over which revenue is to be recognized. To determine the price of Licensing and Collaboration Agreement (See Note 8 – Licensing and Collaboration Agreement – YOFOTO (China) Health Industry Co. Ltd.), the Company has to make a judgement and estimates in assessing the value assigned to the put options and of the warrants as attached to the placement (see Note 8 and 9 (b)i). Income Taxes Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company’s current understanding of the tax law. For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties in the current tax provision. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities. In addition, the Company will recognize deferred tax assets relating to tax losses carried forward to the extent there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilized. However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Summary of Significant Accounting Policies [Text Block] | 4. Summary of Significant Accounting Policies The accounting policies set out below have been applied consistently to all years presented in these consolidated financial statements. a) Cash and cash equivalents Cash and cash equivalents include cash on hand with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. b) Guaranteed investment certificates Cash deposits with original maturities greater than three months, and are not redeemable before maturity, are recorded in guaranteed investment certificates. c) Equipment Recognition and Measurement On initial recognition, equipment is valued at cost, being the purchase price and directly attributable cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognized within provisions. Equipment is subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. Gains and Losses Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount, and are recognized net within other income in profit or loss. Depreciation Depreciation and amortization rates applicable to each category of equipment on a declining basis are as follows: Furniture and equipment 20% Computer equipment 30% Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. d) Impairment of Non-Financial Assets Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amounts, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets. The Company has one cash-generating unit for which impairment testing is assessed. An impairment loss is charged to the profit or loss, except to the extent it reverses gains previously recognized in other comprehensive loss/income. e) Revenue IFRS 15 Revenue with customers replaces IAS 18 Revenue and IAS 11 Construction contracts, and contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgemental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. IFRS 15 is effective for annual periods beginning on or after January 1, 2018. IFRS 15 applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. In accordance with IFRS 15, the Company recognizes revenue when the Company’s customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expect to receives in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration that it is entitled to in exchange for the goods and services transferred to the customer. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of IFRS 15, to identify distinct performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. For collaborative arrangements that fall within the scope of IFRS 15, the Company applies the revenue recognition model to part or all of the arrangement, when deemed appropriate. In 2018, the Company entered into a license and collaboration agreement that falls within the scope of IFRS 15. Promised deliverables within this agreement may include grants of licenses, or options to obtain licenses, to our intellectual property, and participation on joint research and/or development committees. The terms of these agreements typically include one or more of the following types of payments to the Company: Licenses of intellectual property including platform technology access: Milestone payments: Research and development milestones in the Company’s collaboration agreements may include some, but not necessarily all, of the following types of events: • initiation of Phase 2 clinical trials; and • achievement of certain other technical, scientific or development criteria. Regulatory milestone payments may include the following types of events: • filing of regulatory applications for marketing approval in the Licensed Territories; and • marketing approval in major markets in the Licensed Territories. Royalties and commercial milestones: If the expectation at contract inception is such that the period between payment by the licensee and the completion of related performance obligations will be one year or less, the Company assumes that the contract does not have a significant financing component. f) Basic and Diluted Loss per Share Basic loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the relevant period. Diluted earnings/loss per common share is computed by dividing the net income or loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted. The number of shares potentially issuable at December 31, 2018 that were not included in the computation of loss per share totaled 5,873,183 (2017: 14,148,898 ; 2016: 12,310,910 ) consisting of 2,080,000 (2017: 1,400,000 ; 2016: 1,417,000) outstanding stock options; 3,793,183 (2017: 12,748,898 ; 2016: 10,848,439) warrants; and nil (2017: nil ; 2016: 45,471) agents’ options (Note 9(i)). g) Income Taxes Income tax expense is comprised of current and deferred tax. Current and deferred tax are recognized in net income except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss/income. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date. Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: • the initial recognition of goodwill; • the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and • investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: • the same taxable group company; or • different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. h) Scientific research and development credit Scientific research and development credits are received on expenditure and are generally deducted in arriving at the carrying amount of the asset purchased. Grants relating to expenditure are recorded in other income when received. i) Foreign Currency Translation The financial statements are presented in Canadian dollars, which is also the functional currency. At the transaction date, each asset, liability, revenue and expense denominated in a foreign currency is translated into Canadian dollars by the use of the exchange rate in effect at that date. At the year-end date, unsettled monetary assets and liabilities are translated into Canadian dollars by using the exchange rate in effect at the year-end date and the related translation differences are recognized in net income. Non-monetary assets and liabilities that are measured at historical cost are translated into Canadian dollars by using the exchange rate in effect at the date of the initial transaction and are not subsequently restated. Non-monetary assets and liabilities that are measured at fair value or a re-valued amount are translated into Canadian dollars by using the exchange rate in effect at the date the value is determined and the related translation differences are recognized in net income or other comprehensive loss consistent with where the gain or loss on the underlying non-monetary asset or liability has been recognized. j) Share-based Payments The Company has adopted a stock option plan as described in (Note 9(c)). In addition, certain of the Company’s founders have entered into option agreements with consultants and employees of the Company. Employees (including senior executives) of the Company receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (equity- settled transactions). Equity-settled transactions The cost of equity-settled transactions is recognized, together with a corresponding increase in contributed surplus in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized as stock based compensation expense (Note 9(e)). No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. All cancellations of equity- settled transaction awards are treated equally. No expense is recognized for awards that do not ultimately vest. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. Cash-settled transactions The cost of cash-settled transactions is measured initially at fair value at the grant date using a binomial model. This fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The liability is re-measured to fair value at each reporting date up to and including the settlement date, with changes in fair value recognized as employee benefits expense. k) Leased assets Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Company (a "finance lease"), the asset is treated as if it had been purchased outright. The amount initially recognised as an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability. Lease payments are analysed between capital and interest. The interest element is charged to the consolidated statement of comprehensive income over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed to the lessor. Where substantially all of the risks and rewards incidental to ownership are not transferred to the Company (an "operating lease"), the total rentals payable under the lease are charged to the consolidated statement of comprehensive income on a straight-line basis over the lease term. The aggregate benefit of lease incentives is recognized as a reduction of the rental expense over the lease term on a straight-line basis. l) Financial Instruments On January 1, 2018, the Company, adopted on a modified retrospective basis, for the first time, IFRS 9 - Financial Instruments. The nature and effect of these changes are disclosed below. IFRS 9 - Financial Instruments replaces IAS 39 - Financial Instruments Recognition and Measurement. IFRS 9 introduces new requirements for classifying and measuring financial assets and liabilities. [i] Financial Assets IFRS 9 includes a revised model for classifying financial assets, which results in classification according to a financial instrument’s contractual cash flow characteristics and the business models under which they are held. At initial recognition, financial assets are measured at fair value. Under the IFRS 9 model for classification of financial assets the Company has classified and measured its financial assets as described below: • Cash and cash equivalents are classified as financial assets measured at amortized cost. Previously under IAS 39 these amounts were classified as Loans and Receivables. • Short-term investments are classified as financial assets measured at amortized cost. Previously under IAS 39 these amounts were classified as Loans and Receivables. • Trade and other receivables are classified as financial assets at amortized cost. Previously under IAS 39, Trade and other receivables were classified as Loans and Receivables measured at amortized cost. The adoption of IFRS 9 did not result in a material change in the carrying values of any of the Company’s financial assets on the transition date. [ii] Financial Liabilities Financial liabilities are recognized initially at fair value and in the case of financial liabilities not subsequently measured at fair value, net of directly attributable transaction costs. Financial liabilities are derecognized when the obligation specified in the contract is discharged, cancelled, or expired. For financial liabilities, IFRS 9 retains most of the IAS 39 requirements. Therefore, the adoption of IFRS 9 did not impact the Company’s accounting policies for financial liabilities. Trade and other payables are classified as financial liabilities to be subsequently measured at amortized cost. Put options (see Note 8) are classified as financial liabilities that are measured at their fair value through profit or loss. m) Share Capital Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares, share options and warrants not denominated in a foreign currency are classified as equity instruments. Incremental costs directly attributable to the issue of new shares, warrants, or options are shown in equity as a deduction, net of tax, from the proceeds. The Company’s common shares are classified as equity instruments. |
Accounting Standards, Amendment
Accounting Standards, Amendments and Interpretations | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Accounting Standards, Amendments and Interpretations [Text Block] | 5. Accounting Standards, Amendments and Interpretations New Standards, Amendments and Interpretations Effective for the first time IFRS 9 – Financial Instruments IFRS 9 reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous version of IFRS 9. IFRS is effective for annual periods beginning on or after January 1, 2018. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. This standard simplifies the current measurement model for financial instruments under IFRS and establishes two measurement categories for financial assets: amortized cost and fair value. The adoption of IFRS 9 has not had an effect on the Company’s accounting policies related to financial liabilities on the transition date. In accordance with IFRS 9, all financial liabilities are categorized as amortized cost and all financial liabilities of the Company were previously recorded at amortized cost under IAS 39. Put options (see Note 8) are classified as financial liabilities that are measured at their fair value through profit or loss. IFRS 15 – Revenue from Contractors with Customers This standard replaces IAS 18 Revenue and IAS 11 Construction contracts, and contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgemental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. IFRS 15 is effective for annual periods beginning on or after January 1, 2018. The adoption of IFRS 15 has not had an effect on the Company’s accounting policies related to revenue recognition on the transition date since the Company has not previously earned revenue from customers. Standards, Amendments and Interpretations Not Yet Effective Certain pronouncements were issued by the IASB or the IFRS Interpretations Committee that are not mandatory until accounting periods beginning on or after January 1, 2019. They have not been early adopted in these consolidated financial statements, and are expected to affect the Company in the period of initial application. The Company intends to apply these standards from application date as indicated below: IFRS 16 Leases The new standard will replace IAS 17 Leases and eliminates the classification of leases as either operating or finance leases by the lessee. The treatment of leases by the lessee will require capitalization of all leases resulting accounting treatment similar to finance leases under IAS 17 Leases. Exemptions for leases of very low value or short-term leases will be applicable. The new standard will result in an increase in lease assets and liabilities for the lessee. Under the new standard the treatment of all lease expense is aligned in the statement of earnings with depreciation, and an interest component recognized for each lease, in line with finance lease accounting under IAS 17 Leases. IFRS 16 will be applied prospectively for annual periods beginning on January 1, 2019. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements. IFRIC 23 Uncertainly Over Income Tax Treatments The new standard, to be effective for annual report periods beginning on or after January 1, 2019, clarifies how to apply the recognition and measurement requirements in IAS 12 Income Taxes when there is uncertainty over income tax treatments, addressing four specific issues: • Whether an entity considers uncertain tax treatments separately; • The assumptions an entity should make about the examination of tax treatments by taxation authorities; • How an entity determines taxable profit or loss, taxes bases, unused tax losses, unused tax credits and tax rates; and • How an entity considers changes in facts and circumstances. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements. There are no other IFRS or IFRIC Interpretations that are not yet effective that would be expected to have a material impact on the Company. |
Reverse Takeover Transaction an
Reverse Takeover Transaction and 583885 B.C. Ltd. | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Reverse Takeover Transaction and 583885 B.C. Ltd. [Text Block] | 6. Reverse Takeover Transaction and 583885 B.C. Ltd. On December 22, 2010, RepliCel closed a Share Exchange Agreement with TrichoScience Innovations Inc. (“TrichoScience”) whereby RepliCel acquired the issued and outstanding shares of TrichoScience. Concurrent with the reverse acquisition, RepliCel also acquired all of the issued and outstanding common shares of 583885 B.C. Ltd. (“583885”) in exchange for 440,000 common shares of RepliCel. 583885 did not have any assets or liabilities at the date of acquisition and was a private company controlled by RepliCel’s incoming Chief Executive Officer (“CEO”). 340,000 shares of RepliCel controlled by the Company’s CEO were deposited with an escrow agent pursuant to the terms of an escrow agreement between RepliCel and the escrow agent. These shares are released upon satisfaction of certain performance conditions as set out in the escrow agreement and each release of shares from escrow will be considered a compensatory award. The compensatory award is recorded as an expense at the fair value of the consideration given based on the price of RepliCel’s common shares on the acquisition date. This amount was determined to be US$5.00 per share, based on the price of the shares being offered in the private placement that closed concurrent with the share exchange to arm’s length parties at a price of US$5.00. During the year ended December 31, 2018, nil (2017 – nil; 2016 – 170,000) common shares held in escrow were released and nil (2017 – nil; 2016 - 60,000) common shares were cancelled and returned to the Company in connection with the resignation of the Company’s previous CEO. Stock based compensation of $nil (representing the fair value of the shares that were released when the escrow agreement was modified) was recognized for these shares during the year-ended December 31, 2018 (year-ended December 31, 2017: $nil; year-ended December 31, 2016: $341,000). The fair value of the shares on modification was $3.10. The other 100,000 common shares issued were not subject to escrow provisions and thus were fully vested, non- forfeitable at the date of issuance. |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Equipment [Text Block] | 7. Equipment Furniture and Computer Equipment Equipment Total Cost: At December 31, 2017 $ 14,249 $ 41,751 $ 56,000 Additions - - - Disposals - - - At December 31, 2018 14,249 41,751 56,000 Depreciation: At December 31, 2017 10,729 34,106 44,835 Depreciation 704 2,294 2,998 At December 31, 2018 11,433 36,400 47,833 Net book value at December 31, 2018 $ 2,816 $ 5,351 $ 8,167 Furniture and Computer Equipment Equipment Total Cost: At December 31, 2016 $ 14,249 $ 41,751 $ 56,000 Additions - - - Disposals - - - At December 31, 2017 14,249 41,751 56,000 Depreciation: At December 31, 2016 9,849 30,831 40,680 Depreciation 880 3,275 4,155 At December 31, 2017 10,729 34,106 44,835 Net book value at December 31, 2017 $ 3,520 $ 7,645 $ 11,165 |
Licensing and Collaboration Agr
Licensing and Collaboration Agreement - YOFOTO (China) Health Industry Co. Ltd. | 12 Months Ended |
Dec. 31, 2018 | |
Licensing And Collaboration Agreement [Abstract] | |
Licensing and Collaboration Agreement - YOFOTO (China) Health Industry Co. Ltd. [Text Block] | 8. Licensing and Collaboration Agreement – YOFOTO (China) Health Industry Co. Ltd. On July 10, 2018, the Company signed the definitive Licensing and Collaborative Agreement with YOFOTO (China) Health Industry Co. Ltd. (“YOFOTO”) to commercialize three of RepliCel's programs in Greater China subject to the certain Canadian and Chinese approvals of the transaction (the “Transaction”). The Transaction represents an investment in RepliCel by YOFOTO with milestone payments, minimum program funding commitments, and sales royalties in exchange for an exclusive 15-year license to three of RepliCel products for Greater China (Mainland China, Hong Kong, Macau and Taiwan) (the “Territory”). As part of the deal, YOFOTO agreed to invest CDN $5,090,005 in a private placement of RepliCel common shares at CDN $0.95 per share to include 20% warrant coverage with each warrant exercisable at CDN $0.95 per share for a period of two years. The warrants are restricted from being exercised without shareholder approval if the exercise of the warrants would increase YOFOTO's ownership of RepliCel's issued and outstanding shares over 19.9%. The deal structure also includes milestone payments (of up to CDN $4,750,000), sales royalties, and a commitment by YOFOTO to spend a minimum of CDN $7,000,000 on the RepliCel programs and associated cell processing manufacturing facility over the next five years in Greater China pursuant to a License and Collaboration Agreement. The License and Collaboration Agreement contains a provision permitting YOFOTO to put up to 1/3 of the shares issued in YOFOTO’s initial investment back to the Company under certain conditions for a period of 8.5 years from July 10, 2018. As part of the Transaction, the Company agreed to grant YOFOTO certain financing participation rights along with a board seat nomination. Upon YOFOTO meeting certain defined conditions, relevant Chinese patents, once issued in China, will be assigned to a YOFOTO-owned Canadian subsidiary, with detailed assignment reversion rights upon failure to meet defined targets. On October 9, 2018, the Transaction was approved by the TSX Venture Exchange and applicable regulatory authorities including but not limited to the reviews and approvals by the State Administration of Foreign Exchange of China and other Chinese foreign investment regulatory authorities. On October 9, 2018, the private placement in the sum of $5,090,005 was closed completing the Transaction with YOFOTO's purchase of 5,357,900 RepliCel common shares which represents 19.9% of RepliCel's issued shares. In association with the YOFOTO deal, the Company has paid a success fee of ten percent (10%) of any upfront fees received by the Company. A fee of $509,001 has been paid in this respect. In addition, the Company will be paying a success fee of five percent (5%) of any milestone fees and royalty fees received by the Company as a result of this License Agreement. The proceeds of $5,090,005 from the placement was allocated to common shares and warrants issued based on their fair value at the date of issuance which is at $2,563,919. The remaining $2,526,086 was will be allocated License Fees revenue to be recognized over a period of 10 years from the commencement date of the Agreement. No value was allocated to the put option. Contract Liability The Company amortizes and recognizes the revenue earned under the Agreement over a period of 10 years which according to the Agreement represents the time the License will have to complete the technology transfer and to obtain regulatory approval from local authorities. Contract Asset The finders/success fees paid in connection with the YOFOTO Licensing and Collaboration Agreement of $509,001 was incurred to secure the YOFOTO License and Collaboration Agreement as well as to close the related private placement. Consequently, the $509,001 finders/success fee has been accounted for as a contract asset and as a share issuance cost. The $509,001 fee has been allocated between contract costs, share issuance costs and as an offset to the fair value of the related warrants. The finders/success fee was allocated based on the relative fair values of these three items. The contract asset will be amortized over the same period of time that the Company recognizes the upfront license revenue. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Share Capital [Text Block] | 9. Share Capital a) Authorized: Unlimited common shares without par value Unlimited preferred shares without par value b) Issued and Outstanding: During the year-ended December 31, 2018: i) On July 10, 2018, the Company signed the definitive agreement with YOFOTO to commercialize three of RepliCel's programs in Greater China subject to the certain Canadian and Chinese approvals of the transaction (the “Transaction”). The transaction between these parties represents an investment in RepliCel by YOFOTO along with milestone payments, minimum program funding commitments, and sales royalties in exchange for an exclusive 15-year post-commercialization license to three of RepliCel products for Greater China (Mainland China, Hong Kong, Macau and Taiwan) (the “Territory”). As per Agreement, YOFOTO has up to 10 years to advance to pre-commercialization for 2 of the 3 products and for the third one, within 12 months of regulatory and commercial approvals. As part of the deal, YOFOTO agreed to invest CDN $5,090,005 (see note 8 – allocation of investment) in a private placement of RepliCel common shares at CDN $0.95 per share to include 20% warrant coverage with each warrant exercisable at CDN $0.95 per share for a period of two years. The warrants are restricted from being exercised without shareholder approval if the exercise of the warrants would increase YOFOTO's ownership of RepliCel's issued and outstanding shares over 19.9 The deal structure also includes milestone payments (of up to CDN $4,750,000), sales royalties, and a commitment by YOFOTO to spend a minimum of CDN $7,000,000 on the RepliCel programs and associated cell processing manufacturing facility over the next five years in Greater China pursuant to a License and Collaboration Agreement. The License and Collaboration Agreement contains a provision permitting YOFOTO to put up to 1/3 of the shares issued in YOFOTO’s initial investment back to the Company under certain conditions for a period of 8.5 years from July 10, 2018. As part of the Transaction, the Company agreed to grant YOFOTO certain financing participation rights along with a board seat nomination. Upon YOFOTO meeting certain defined conditions, relevant Chinese patents, once issued in China, will be assigned to a YOFOTO-owned Canadian subsidiary, with detailed assignment reversion rights upon failure to meet defined targets. See Note 8 for the details of the Licensing and Collaboration Agreement between RepliCel and YOFOTO. b) Issued and Outstanding: During the year-ended December 31, 2017: i) On February 24, 2017, the Company completed a private placement of 2,532,100 units for gross proceeds of $3,165,264. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant entitles the holder to purchase one additional share for a period of three years from the closing of the financing at a price of $2.00 per share. Echelon Wealth Partners Inc. (“Echelon”), Haywood Securities Inc. and Clarus Securities Inc. (collectively, the “Agents”) acted as agents with respect to the Brokered Financing. Echelon received a commission of $218,130 and the Agents received agents’ warrants to purchase an aggregate of 174,504 Shares of the Company at a price of $2.00 per share for a period of three years from closing of the Financings. Echelon also received a corporate finance fee of $44,800 and 15,000 agent’s warrants in connection with the Non-Brokered Financing. The fair value of the agent’s warrants was $100,248. The fair value of the agent’s warrants has been estimated using the Black Scholes option pricing model. The assumptions used to determine the fair value were as follows: (1) dividend yield – 0% (2) expected volatility – 96.81% (3) risk free rate – 1.11% (4) expected life – 36 months. The agents were paid a finders fees in the sum of $28,669. ii) On October 19, 2017, the Company completed a non-brokered private placement of 2,815,881 shares of $0.41 per share for gross proceeds of $1,154,511. It has paid additional finder’s fees of $28,366. There were no warrants attached to the financing. During the year-ended December 31, 2016: i) On October 14, 2016, the Company entered into a debt settlement agreement “Debt Settlement” whereby the aggregate amount of $374,071 owed by the Company to certain creditors was settled by the issuance of 719,368 units (each, a “Unit”). Each Unit consisted of one common share of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder to purchase one additional Share for a period of two years at a price of $1.10 per Share. The Warrants are subject to an acceleration provision such that in the event that the Shares have a closing price on the TSX Venture Exchange (the “TSXV”) of greater than $2.00 per Share for a period of 10 consecutive trading days at any time after four months and one day from the closing of the Debt Settlement, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which such notice is given to the holder. The Company received the approval of the Debt Settlement from the TSXV and issued the Shares and the Warrants on December 28, 2016. ii) The Company closed a non-brokered private placement on October 28, 2016 of 8,199,999 units (each, a “Unit”) at a price of $0.52 per Unit for proceeds of $4,263,999 (the “Offering”). Each Unit consists of one common share of the Company (each, a “Share”) and one share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder to purchase one additional Share for a period of two years from the closing of the Offering at a price of $0.52 per Share. In connection with the Offering, the Company paid $176,483 in finders’ fees, issued 339,391 finder’s warrants and 12,000 common shares. The Warrants are subject to an acceleration provision such that in the event that the Shares have a closing price on the TSX Venture Exchange of greater than $2.00 per Share for a period of 10 consecutive trading days at any time after four months and one day from the closing of the Offering, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which such notice is given to the holder. The fair value of the agent’s warrants have been estimated using the Black Scholes option pricing model. The assumptions used to determine the fair value were as follows: (1) dividend yield – 0%; (2) expected volatility – 102%; (3) a risk-free interest rate of 0.70%; (4) an expected life of 24 months. The value assigned to the agent’s warrants was $176,483. iii) On July 22, 2016, the Company’s board of directors authorized a plan to proceed with a consolidation of its outstanding common shares on the basis of ten (10) pre-consolidation Shares for one (1) post- consolidation Share. This plan was approved on August 10, 2016. The financial statements have been adjusted retrospectively to reflect this share consolidation. iv) On April 4, 2016, the Company closed a non-brokered private placement of 188,763 shares at a price of $2.00 per share for gross proceeds of $377,525. There were no warrants attached to the financing. v) On June 1, 2016, the Company closed a non-brokered private placement of 138,000 common shares at a price of $1.50 per share for gross proceeds of $207,000. There were no warrants attached to the financing. c) Stock Option Plans: (i) On May 21, 2014, the Company approved a Stock Option Plan whereby the Company may grant stock options to directors, officers, employees and consultants. The maximum number of shares reserved for issue under the plan cannot exceed 10% of the outstanding common shares of the Company as at the date of the grant. The stock options can be exercisable for a maximum of 10 years from the grant date and with various vesting terms. (ii) Under various Founders’ Stock Option Agreements, certain founders of TrichoScience granted stock options to acquire TrichoScience shares to employees and consultants of TrichoScience. These founders’ options are exercisable at $1 per share expiring after six to seven years. Pursuant to the Share Exchange Agreement, the Founders Stock Option Agreements were converted into rights to receive the number of Founders’ RepliCel shares acquired by conversion of the founders TrichoScience shares under the Share Exchange Agreement. All other terms remained the same. This modification of stock options resulted in no incremental value and therefore no additional stock based compensation expense was recognized for the modification. d) Fair value of Company Options Issued from January 1, 2015 to December 31, 2018 On July 31 and August 1, 2018, the Company granted 1,060,000 and 50,000 stock options to certain directors, officers, consultants and employees of the Company respectively for the purchase of up to an aggregate of 1,110,000 common shares of the Company pursuant to the Company’s Stock Option Plan. Each option granted to the Optionees is exercisable for a period of 5 years at an exercisable price of $0.43 per Share. 910,000 shall vest immediately and 200,000 options shall vest in equal amounts each calendar quarter over the next 24 months. During the year ended December 31, 2017, the Company granted an aggregate of 75,000 (2016: 1,025,000; 2015: 15,000) stock options to certain directors pursuant to the Stock Option Plan. Each option is exercisable for a period of 5 years at a price of $1.64 per common share. During the year ended December 31, 2017, nil options (2016: nil; 2015: 20,000) were cancelled. The range of exercise price is $0.36 to $1.64, expected life of five to seven years, and vesting over one year to five years from the date of grant. The weighted-average grant date fair value of options granted was estimated using the following weighted average assumptions: 2018 2017 2016 Risk fee rate 2.19% 1.11% 0.99% Expected life (years) 5 5 5 Volatility 104% 154% 68% Expected Dividend $- $- $- Expected forfeiture rate 0% 0% 0% Exercise price $0.43 $1.64 $0.60 Grant date fair value $0.33 $1.54 $0.70 Options Issued to Employees The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the expected forfeiture rate and the risk free interest rate for the term of the option. Options Issued to Non-Employees Options issued to non-employees, are measured based on the fair value of the goods or services received, at the date of receiving those goods or services. If the fair value of the goods or services received cannot be estimated reliably, the options are measured by determining the fair value of the options granted, using a valuation model. e) Stock-based Compensation The Company recognized a fair value of $326,367 (2017: $115,800; 2016: $826,307), as stock based compensation expense for stock options granted under the Company Stock Option Plan and the Founders Stock Option Agreements for the year ended December 31, 2018 and 2017. A summary of the status of the stock options outstanding under the Company Stock Option Plan for the years ended December 31, 2018, 2017 and 2016 are as follows: Weighted Average Exercise Number of Options Price Outstanding, January 1, 2018 1,400,000 $ 2.04 Granted 1,110,000 0.43 Cancelled (430,000 ) 0.69 Outstanding, December 31, 2018 2,080,000 $ 0.79 Exercisable, December 31, 2018 1,905,000 $ 0.82 Outstanding, January 1, 2017 1,417,000 $ 2.89 Granted 75,000 1.64 Expired (77,000 ) 0.65 Cancelled (15,000 ) 0.99 Outstanding, December 31 2017 1,400,000 $ 2.04 Exercisable, December 31, 2017 1,400,000 $ 2.04 Outstanding, January 1, 2016 484,000 $ 7.10 Granted 1,025,000 0.60 Cancelled (92,000 ) 5.51 Outstanding, December 31, 2016 1,417,000 $ 2.89 Exercisable, December 31, 2016 1,412,000 $ 1.43 As at December 31, 2018, the range of exercise prices for options outstanding under the Company Stock Option Plan is $0.36 - $1.64 (2017 $0.36 – $1.64; and 2016: $0.60 - $1.35) and the weighted average remaining contractual life for stock options under the Company Stock Option Plan is 4.56 years (2017: 3.48 years; 2016: 3.14 years). f) Escrow Shares Pursuant to the acquisition described in Note 6. i) Nil (December 31, 2017: Nil; December 31, 2016: Nil) common shares are held in escrow and are to be released upon the occurrence of certain milestones relating to the Company’s hair cell replication technology. These shares have been excluded from the calculation of loss per share. During the year-ended December 31, 2018, Nil shares were released from escrow (year ended December 31, 2017: Nil; year ended December 31, 2016: Nil) and nil shares were cancelled during the years ended December 31, 2018, 2017 and 2016. The Company recognized a fair value of $nil, (December 31, 2017: $ nil; December 31, 2016: $341,000) as stock based compensation expense in the statement of operations for the period. g) Warrants The number of warrants outstanding at December 31, 2018, each exercisable into one common share, is as follows: Weighted Average Warrants Exercise Outstanding Price Expiry February 24, 2017 2,721,604 $ 2.00 February 24, 2020 October 9, 2020 1,071,580 $0.95 October 9, 2020 Outstanding, December 31, 2018 3,793,184 $ 1.70 Weighted Warrants Average Outstanding Exercise Price Outstanding, December 31, 2016 10,848,439 $ 1.65 Issued 2,721,604 2.00 Exercised (437,118 ) 0.85 Expired (384,027 ) 0.45 Outstanding, December 31, 2017 12,748,898 $ 1.50 Issued 1,071,580 0.95 Expired (10,027,294 ) 0.83 Outstanding, December 31, 2018 3,793,184 $ 1.70 The weighted-average grant date fair value of warrants issued was estimated using the following weighted average assumptions: 2018 2017 Risk fee rate 2.31% 1.11% Expected life (years) 2 3 Volatility 104% 97% Expected Dividend $- $- Expected forfeiture rate 0% 0% Exercise price $0.95 $2.00 Grant date fair value $0.45 $1.10 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Related Party Transactions [Text Block] | 10. Related Party Transactions Related party balances The following amounts due to related parties are included in accounts payable and accrued liabilities: December 31, 2018 December 31, 201 Companies controlled by directors of the Company $ 214,361 $ 15,250 Directors or officers of the Company 512,140 294,447 $ 726,501 $ 309,697 These amounts are unsecured, non-interest bearing and have no fixed terms of repayment. The Company incurred the following transactions with companies that are controlled by directors and/or officers of the Company. The transactions were measured at the amount agreed to by the parties. December 31, December 31, December 31, 2018 2017 2016 Research and development $ 125,000 $ 180,000 $ 1,535 General and administration 247,000 33,000 - $ 372,000 $ 213,000 $ 1,535 Key management compensation Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include executive directors, the Chief Executive Officer and the Chief Financial Officer. December 31, 2018 December 31, 2017 December 31, 2016 General and administrative – salaries and contracts $ 380,435 $ 240,000 $ 285,000 Directors’ fees 54,750 55,000 55,000 Stock-based compensation 293,367 115,800 826,307 $ 728,552 $ 410,800 $ 1,166,307 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Income Taxes [Text Block] | 11. Income Taxes a) Income tax recognized in profit or loss: 2018 2017 2016 Canadian current tax expense $ - $ - $ - Foreign current tax expense - - - Deferred tax expense - - - Total - - - b) Reconciliation of accounting and taxable income, for the years ended December 31 are as follows: 2018 2017 2016 Net income (loss) for the year before taxes $ (2,769,080 ) $ (6,014,330 ) $ (4,271,294 ) Combined federal and provincial income tax rate 27.00% 26.00% 26.00% Expected income tax expense (recovery) (748,000 ) (1,564,000 ) (1,111,000 ) Increase (decrease) resulting from SR&ED credit claims - (3,000 ) 78,000 Stock-based compensation 88,000 31,000 189,000 Non-deductible (Non-Taxable) items (26,000 ) (79,000 ) (55,000 ) Tax adjustment from rate change and other (32,000 ) (262,000 ) - Change in unrecognized deferred tax assets 718,000 1,877,000 899,000 Income tax expense $ - $ - $ - Effective January 1, 2018, the British Columbia tax rate increased from 11.00% to 12.00% . c) The components of the deferred tax asset (liability) balances for the years ended December 31, are as follows: 2018 2017 2016 Deferred tax assets Non-capital losses $ $ 6,401,000 $ 4,703,000 Equipment and other 224,000 223,000 78,000 Temporary differences relating to intellectual property costs - - 136,000 Foreign tax credit 412,000 412,000 412,000 Un-deducted SR&ED expenditure pool 412,000 412,000 320,000 Investment tax credit 196,000 196,000 161,000 Share issuance costs 226,000 156,000 113,000 Unrecognized deferred tax assets (8,518,000 ) (7,800,000 ) (5,923,000 ) $ $ - $ - Deferred tax assets in respect of losses and other temporary differences are recognized when it is more likely than not, that they will be recovered against profits in future periods. No deferred tax asset has been recognized as this criteria has not been met. At December 31, 2018, the Company has Canadian non capital losses totalling approximately $26,110,000 that expire beginning in 2026: Year of Expiry Amount 2026 $ 6,000 2027 16,000 2028 533,000 2029 863,000 2031 1,664,000 2032 2,290,000 2033 39,000 2034 3,908,000 2035 4,356,000 2036 3,583,000 2037 6,062,000 2038 2,790,000 $ 26,110,000 |
Financial Instruments and Risk
Financial Instruments and Risk Management | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Financial Instruments and Risk Management [Text Block] | 12. Financial Instruments and Risk Management As at December 31, 2018, the Company’s financial instruments are comprised of cash and cash equivalent, accounts payable and accrued liabilities. The fair values of cash and cash equivalents, accounts payable and accrued liabilities approximate their carrying value due to their short-term maturity. The Company is exposed through its operations to the following financial risks: • Currency risk; • Credit risk; • Liquidity risk; and • Interest rate risk. In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Company’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has an exposure to the Euros and US Dollars as certain expenditures and commitments are denominated in Euros and USD Dollars and the Company is subject to fluctuations as a result of exchange rate variations to the extent that transactions are made in this currency. In addition, the Company holds an amount of cash in US dollars and is therefore exposed to exchange rate fluctuations on these cash balances. The Company does not hedge its foreign exchange risk. At December 31, 2018 the Company held US dollar cash balances of $15,101 (US$11,069) (December 31, 2017: $122,127 or US$97,225). A 1% increase/decrease in the US dollars foreign exchange rate would have an impact of ±$151 (US$111) on the cash balance held December 31, 2018. Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its cash And cash equivalent. The Company limits exposure to credit risk by maintaining its cash and cash equivalent with large financial institutions. The Company’s maximum exposure to credit risk is the carrying value of its financial assets. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure, more specifically, the issuance of new common shares, to ensure there is sufficient capital in order to meet short term business requirements, after taking into account the Company’s holdings of cash and potential equity financing opportunities. The Company believes that these sources will be sufficient to cover the known short and long-term requirements at this time. There is no assurance that potential equity financing opportunities will be available to meet these obligations. The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities as at December 31, 2018: Year of expiry Accounts payable and accrued liabilities Total Within 1 year $ 1,277,642 $ 1,277,642 Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Company’s cash and cash equivalent is currently held in an interest bearing bank account, management considers the interest rate risk to be limited. The Company has no financial instruments carried at fair value subject to level 2 or 3 fair value measurements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Commitments and Contingencies [Text Block] | 13. Commitments and Contingencies The Company has entered into a Collaboration and Technology Transfer Agreement with Shiseido Company Limited who have alleged RepliCel breached obligations in the agreement, which may allegedly be terminal to future obligations pursuant to the agreement. The Company has vigorously denied the existence of such a breach and insists on the ongoing validity of the respective obligations on both parties pursuant to the agreement. No litigation or the triggering of other dispute mechanisms has been entered into by either party and the Company’s management is actively seeking to continue discussions and/or negotiations. Management maintains the position that any data produced from clinical trials of the technology will, by agreement, be made available to the Company. From time to time the Company is subject to claims and lawsuits arising from the in the ordinary course of operations. In the opinion of management, the ultimate resolution of such pending legal proceedings will not have a material adverse effect on the Company’s financial position. |
Capital Management
Capital Management | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Capital Management [Text Block] | 14. Capital Management The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern in order to pursue business opportunities. In order to facilitate the management of its capital requirements, the Company prepares periodic budgets that are updated as necessary. The Company manages its capital structure and makes adjustments to it to effectively support the Company’s objectives. In order to continue advancing its technology and to pay for general administrative costs, the Company will use its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company considers shareholders’ equity and working capital as components of its capital base. The Company can access or increase capital through the issuance of shares, and by sustaining cash reserves by reducing its capital and operational expenditure program. Management primarily funds the Company’s expenditures by issuing share capital, rather than using capital sources that require fixed repayments of principal and/or interest. The Company is not subject to externally imposed capital requirements and does not have exposure to asset-backed commercial paper or similar products, with the exception of pooling and escrow shares which are subject to restrictions. The Company believes it will be able to raise additional equity capital as required, but recognizes the uncertainty attached thereto. The Company’s investment policy is to hold cash in interest bearing bank accounts, which pay comparable interest rates to highly liquid short-term interest bearing investments with maturities of one year or less and which can be liquidated at any time without penalties. There has been no change in the Company’s approach to capital management during the year-ended December 31, 2017. |
Non-cash Transactions
Non-cash Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Non-cash Transactions [Text Block] | 15. Non-cash Transactions Investing and financing activities that do not have a direct impact on current cash flows are excluded from the consolidated statements of cash flow. There were no non-cash transactions during the years ended December 31, 2018, and 2017. During 2016, the Company entered into a debt settlement agreement whereby the aggregate amount of $374,072 owed by the Company to certain creditors was settled by the issuance of 719,368 units. Each unit consists of one common share of the Company and one share purchase warrant, with each Warrant entitling the holder to purchase one additional share for a period of two years at a price of $1.10 per share. |
Segmental Reporting
Segmental Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Segmental Reporting [Text Block] | 16. Segmental Reporting The Company is organized into one business unit based on its cell replication technology and has one reportable operating segment. |
Events after the Reporting Date
Events after the Reporting Date | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Events after the Reporting Date [Text Block] | 17. Events after the Reporting Date i) The Company announced on January 17, 2019 a debt settlement in the amount of $366,024 owed by the Company to certain creditors by the issuance of 770,577 common shares (each, a “Share”) of the Company at a price of $0.475 per Share. The Settlement Agreements were signed on November 20, 2018; however, the debt was not settled until January 15, 2019 when the transaction was approved by the TSX Venture Exchange. The securities are subject to a statutory hold period of four months and one day. Subsequently, it has come to the Company’s attention that the dollar amount to be settled with one of the Creditors was incorrect and should have been $5,000 instead of $21,469 and the Creditor was issued 45,199 Shares instead of 10,526 Shares. The Board wishes to rectify the error by cancelling 45,199 shares and issuing 10,526 Shares in settlement of $5,000 at a deemed price of $0.475 per Reissued Share. Therefore, an amendment was filed with the Exchange for return to treasury 45,199 shares and re-issuance of 10,526 shares resulting the total adjusted debt in the amount of $349,555 to be settled by the issuance of 735,904 shares of the Company at a price of $0.475 per Share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Cash and cash equivalents [Policy Text Block] | a) Cash and cash equivalents Cash and cash equivalents include cash on hand with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. |
Guaranteed Investment Certificate [Policy Text Block] | b) Guaranteed investment certificates Cash deposits with original maturities greater than three months, and are not redeemable before maturity, are recorded in guaranteed investment certificates. |
Equipment [Policy Text Block] | c) Equipment Recognition and Measurement On initial recognition, equipment is valued at cost, being the purchase price and directly attributable cost of acquisition or construction required to bring the asset to the location and condition necessary to be capable of operating in the manner intended by the Company, including appropriate borrowing costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognized within provisions. Equipment is subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. Gains and Losses Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount, and are recognized net within other income in profit or loss. Depreciation Depreciation and amortization rates applicable to each category of equipment on a declining basis are as follows: Furniture and equipment 20% Computer equipment 30% Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. |
Impairment of Non-Financial Assets [Policy Text Block] | d) Impairment of Non-Financial Assets Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amounts, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets. The Company has one cash-generating unit for which impairment testing is assessed. An impairment loss is charged to the profit or loss, except to the extent it reverses gains previously recognized in other comprehensive loss/income. |
Revenue [Policy Text Block] | e) Revenue IFRS 15 Revenue with customers replaces IAS 18 Revenue and IAS 11 Construction contracts, and contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgemental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. IFRS 15 is effective for annual periods beginning on or after January 1, 2018. IFRS 15 applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. In accordance with IFRS 15, the Company recognizes revenue when the Company’s customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expect to receives in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration that it is entitled to in exchange for the goods and services transferred to the customer. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of IFRS 15, to identify distinct performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. For collaborative arrangements that fall within the scope of IFRS 15, the Company applies the revenue recognition model to part or all of the arrangement, when deemed appropriate. In 2018, the Company entered into a license and collaboration agreement that falls within the scope of IFRS 15. Promised deliverables within this agreement may include grants of licenses, or options to obtain licenses, to our intellectual property, and participation on joint research and/or development committees. The terms of these agreements typically include one or more of the following types of payments to the Company: Licenses of intellectual property including platform technology access: Milestone payments: Research and development milestones in the Company’s collaboration agreements may include some, but not necessarily all, of the following types of events: • initiation of Phase 2 clinical trials; and • achievement of certain other technical, scientific or development criteria. Regulatory milestone payments may include the following types of events: • filing of regulatory applications for marketing approval in the Licensed Territories; and • marketing approval in major markets in the Licensed Territories. Royalties and commercial milestones: If the expectation at contract inception is such that the period between payment by the licensee and the completion of related performance obligations will be one year or less, the Company assumes that the contract does not have a significant financing component. |
Basic and Diluted Loss per Share [Policy Text Block] | f) Basic and Diluted Loss per Share Basic loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the relevant period. Diluted earnings/loss per common share is computed by dividing the net income or loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted. The number of shares potentially issuable at December 31, 2018 that were not included in the computation of loss per share totaled 5,873,183 (2017: 14,148,898 ; 2016: 12,310,910 ) consisting of 2,080,000 (2017: 1,400,000 ; 2016: 1,417,000) outstanding stock options; 3,793,183 (2017: 12,748,898 ; 2016: 10,848,439) warrants; and nil (2017: nil ; 2016: 45,471) agents’ options (Note 9(i)). |
Income Taxes [Policy Text Block] | g) Income Taxes Income tax expense is comprised of current and deferred tax. Current and deferred tax are recognized in net income except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss/income. Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date. Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: • the initial recognition of goodwill; • the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and • investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: • the same taxable group company; or • different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. |
Scientific research and development credit [Policy Text Block] | h) Scientific research and development credit Scientific research and development credits are received on expenditure and are generally deducted in arriving at the carrying amount of the asset purchased. Grants relating to expenditure are recorded in other income when received. |
Foreign Currency Translation [Policy Text Block] | i) Foreign Currency Translation The financial statements are presented in Canadian dollars, which is also the functional currency. At the transaction date, each asset, liability, revenue and expense denominated in a foreign currency is translated into Canadian dollars by the use of the exchange rate in effect at that date. At the year-end date, unsettled monetary assets and liabilities are translated into Canadian dollars by using the exchange rate in effect at the year-end date and the related translation differences are recognized in net income. Non-monetary assets and liabilities that are measured at historical cost are translated into Canadian dollars by using the exchange rate in effect at the date of the initial transaction and are not subsequently restated. Non-monetary assets and liabilities that are measured at fair value or a re-valued amount are translated into Canadian dollars by using the exchange rate in effect at the date the value is determined and the related translation differences are recognized in net income or other comprehensive loss consistent with where the gain or loss on the underlying non-monetary asset or liability has been recognized. |
Share-based Payments [Policy Text Block] | j) Share-based Payments The Company has adopted a stock option plan as described in (Note 9(c)). In addition, certain of the Company’s founders have entered into option agreements with consultants and employees of the Company. Employees (including senior executives) of the Company receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (equity- settled transactions). Equity-settled transactions The cost of equity-settled transactions is recognized, together with a corresponding increase in contributed surplus in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized as stock based compensation expense (Note 9(e)). No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. Where the terms of an equity-settled transaction award are modified, the minimum expense recognized is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognized for the award is recognized immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. All cancellations of equity- settled transaction awards are treated equally. No expense is recognized for awards that do not ultimately vest. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. Cash-settled transactions The cost of cash-settled transactions is measured initially at fair value at the grant date using a binomial model. This fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The liability is re-measured to fair value at each reporting date up to and including the settlement date, with changes in fair value recognized as employee benefits expense. |
Leased assets [Policy Text Block] | k) Leased assets Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Company (a "finance lease"), the asset is treated as if it had been purchased outright. The amount initially recognised as an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability. Lease payments are analysed between capital and interest. The interest element is charged to the consolidated statement of comprehensive income over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed to the lessor. Where substantially all of the risks and rewards incidental to ownership are not transferred to the Company (an "operating lease"), the total rentals payable under the lease are charged to the consolidated statement of comprehensive income on a straight-line basis over the lease term. The aggregate benefit of lease incentives is recognized as a reduction of the rental expense over the lease term on a straight-line basis. |
Financial Instruments [Policy Text Block] | l) Financial Instruments On January 1, 2018, the Company, adopted on a modified retrospective basis, for the first time, IFRS 9 - Financial Instruments. The nature and effect of these changes are disclosed below. IFRS 9 - Financial Instruments replaces IAS 39 - Financial Instruments Recognition and Measurement. IFRS 9 introduces new requirements for classifying and measuring financial assets and liabilities. [i] Financial Assets IFRS 9 includes a revised model for classifying financial assets, which results in classification according to a financial instrument’s contractual cash flow characteristics and the business models under which they are held. At initial recognition, financial assets are measured at fair value. Under the IFRS 9 model for classification of financial assets the Company has classified and measured its financial assets as described below: • Cash and cash equivalents are classified as financial assets measured at amortized cost. Previously under IAS 39 these amounts were classified as Loans and Receivables. • Short-term investments are classified as financial assets measured at amortized cost. Previously under IAS 39 these amounts were classified as Loans and Receivables. • Trade and other receivables are classified as financial assets at amortized cost. Previously under IAS 39, Trade and other receivables were classified as Loans and Receivables measured at amortized cost. The adoption of IFRS 9 did not result in a material change in the carrying values of any of the Company’s financial assets on the transition date. [ii] Financial Liabilities Financial liabilities are recognized initially at fair value and in the case of financial liabilities not subsequently measured at fair value, net of directly attributable transaction costs. Financial liabilities are derecognized when the obligation specified in the contract is discharged, cancelled, or expired. For financial liabilities, IFRS 9 retains most of the IAS 39 requirements. Therefore, the adoption of IFRS 9 did not impact the Company’s accounting policies for financial liabilities. Trade and other payables are classified as financial liabilities to be subsequently measured at amortized cost. Put options (see Note 8) are classified as financial liabilities that are measured at their fair value through profit or loss. |
Share Capital [Policy Text Block] | m) Share Capital Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares, share options and warrants not denominated in a foreign currency are classified as equity instruments. Incremental costs directly attributable to the issue of new shares, warrants, or options are shown in equity as a deduction, net of tax, from the proceeds. The Company’s common shares are classified as equity instruments. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Disclosure of detailed information about estimated useful life or depreciation rate [Table Text Block] | Furniture and equipment 20% Computer equipment 30% |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Disclosure of detailed information about property, plant and equipment [Table Text Block] | Furniture and Computer Equipment Equipment Total Cost: At December 31, 2017 $ 14,249 $ 41,751 $ 56,000 Additions - - - Disposals - - - At December 31, 2018 14,249 41,751 56,000 Depreciation: At December 31, 2017 10,729 34,106 44,835 Depreciation 704 2,294 2,998 At December 31, 2018 11,433 36,400 47,833 Net book value at December 31, 2018 $ 2,816 $ 5,351 $ 8,167 Furniture and Computer Equipment Equipment Total Cost: At December 31, 2016 $ 14,249 $ 41,751 $ 56,000 Additions - - - Disposals - - - At December 31, 2017 14,249 41,751 56,000 Depreciation: At December 31, 2016 9,849 30,831 40,680 Depreciation 880 3,275 4,155 At December 31, 2017 10,729 34,106 44,835 Net book value at December 31, 2017 $ 3,520 $ 7,645 $ 11,165 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Disclosure of detailed information about options, valuation assumptions [Table Text Block] | 2018 2017 2016 Risk fee rate 2.19% 1.11% 0.99% Expected life (years) 5 5 5 Volatility 104% 154% 68% Expected Dividend $- $- $- Expected forfeiture rate 0% 0% 0% Exercise price $0.43 $1.64 $0.60 Grant date fair value $0.33 $1.54 $0.70 |
Disclosure of number and weighted average exercise prices of share options [Table Text Block] | Weighted Average Exercise Number of Options Price Outstanding, January 1, 2018 1,400,000 $ 2.04 Granted 1,110,000 0.43 Cancelled (430,000 ) 0.69 Outstanding, December 31, 2018 2,080,000 $ 0.79 Exercisable, December 31, 2018 1,905,000 $ 0.82 Outstanding, January 1, 2017 1,417,000 $ 2.89 Granted 75,000 1.64 Expired (77,000 ) 0.65 Cancelled (15,000 ) 0.99 Outstanding, December 31 2017 1,400,000 $ 2.04 Exercisable, December 31, 2017 1,400,000 $ 2.04 Outstanding, January 1, 2016 484,000 $ 7.10 Granted 1,025,000 0.60 Cancelled (92,000 ) 5.51 Outstanding, December 31, 2016 1,417,000 $ 2.89 Exercisable, December 31, 2016 1,412,000 $ 1.43 |
Disclosure of detailed information about warrants outstanding [Table Text Block] | Weighted Average Warrants Exercise Outstanding Price Expiry February 24, 2017 2,721,604 $ 2.00 February 24, 2020 October 9, 2020 1,071,580 $0.95 October 9, 2020 Outstanding, December 31, 2018 3,793,184 $ 1.70 Weighted Warrants Average Outstanding Exercise Price Outstanding, December 31, 2016 10,848,439 $ 1.65 Issued 2,721,604 2.00 Exercised (437,118 ) 0.85 Expired (384,027 ) 0.45 Outstanding, December 31, 2017 12,748,898 $ 1.50 Issued 1,071,580 0.95 Expired (10,027,294 ) 0.83 Outstanding, December 31, 2018 3,793,184 $ 1.70 |
Disclosure of detailed information about change in the fair value of warrants [Table Text Block] | 2018 2017 Risk fee rate 2.31% 1.11% Expected life (years) 2 3 Volatility 104% 97% Expected Dividend $- $- Expected forfeiture rate 0% 0% Exercise price $0.95 $2.00 Grant date fair value $0.45 $1.10 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Disclosure of detailed information about trade and other payables [Table Text Block] | December 31, 2018 December 31, 201 Companies controlled by directors of the Company $ 214,361 $ 15,250 Directors or officers of the Company 512,140 294,447 $ 726,501 $ 309,697 |
Disclosure of transactions between related parties [Table Text Block] | December 31, December 31, December 31, 2018 2017 2016 Research and development $ 125,000 $ 180,000 $ 1,535 General and administration 247,000 33,000 - $ 372,000 $ 213,000 $ 1,535 |
Disclosure of information about key management personnel [Table Text Block] | December 31, 2018 December 31, 2017 December 31, 2016 General and administrative – salaries and contracts $ 380,435 $ 240,000 $ 285,000 Directors’ fees 54,750 55,000 55,000 Stock-based compensation 293,367 115,800 826,307 $ 728,552 $ 410,800 $ 1,166,307 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Disclosure of detailed information about tax expense [Table Text Block] | 2018 2017 2016 Canadian current tax expense $ - $ - $ - Foreign current tax expense - - - Deferred tax expense - - - Total - - - |
Disclosure of detailed information about effective income tax expense recovery [Table Text Block] | 2018 2017 2016 Net income (loss) for the year before taxes $ (2,769,080 ) $ (6,014,330 ) $ (4,271,294 ) Combined federal and provincial income tax rate 27.00% 26.00% 26.00% Expected income tax expense (recovery) (748,000 ) (1,564,000 ) (1,111,000 ) Increase (decrease) resulting from SR&ED credit claims - (3,000 ) 78,000 Stock-based compensation 88,000 31,000 189,000 Non-deductible (Non-Taxable) items (26,000 ) (79,000 ) (55,000 ) Tax adjustment from rate change and other (32,000 ) (262,000 ) - Change in unrecognized deferred tax assets 718,000 1,877,000 899,000 Income tax expense $ - $ - $ - |
Disclosure of deferred taxes [Table Text Block] | 2018 2017 2016 Deferred tax assets Non-capital losses $ $ 6,401,000 $ 4,703,000 Equipment and other 224,000 223,000 78,000 Temporary differences relating to intellectual property costs - - 136,000 Foreign tax credit 412,000 412,000 412,000 Un-deducted SR&ED expenditure pool 412,000 412,000 320,000 Investment tax credit 196,000 196,000 161,000 Share issuance costs 226,000 156,000 113,000 Unrecognized deferred tax assets (8,518,000 ) (7,800,000 ) (5,923,000 ) $ $ - $ - |
Disclosure of detailed information about non-capital losses [Table Text Block] | Year of Expiry Amount 2026 $ 6,000 2027 16,000 2028 533,000 2029 863,000 2031 1,664,000 2032 2,290,000 2033 39,000 2034 3,908,000 2035 4,356,000 2036 3,583,000 2037 6,062,000 2038 2,790,000 $ 26,110,000 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Statements Line Items | |
Disclosure of detailed information about contractual maturities of financial liabilities [Table Text Block] | Year of expiry Accounts payable and accrued liabilities Total Within 1 year $ 1,277,642 $ 1,277,642 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statements Line Items | |||
Accumulated deficit | $ 33,559,097 | $ 30,790,017 | |
Net loss | $ 2,769,080 | $ 6,014,330 | $ 4,271,294 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statements Line Items | |||
Number of shares potentially issuable are not included in the computation of loss per share | 5,873,183 | 14,148,898 | 12,310,910 |
Employee Stock Options [Member] | |||
Statements Line Items | |||
Number of shares potentially issuable are not included in the computation of loss per share | 2,080,000 | 1,400,000 | 1,417,000 |
Warrants [Member] | |||
Statements Line Items | |||
Number of shares potentially issuable are not included in the computation of loss per share | 3,793,183 | 12,748,898 | 10,848,439 |
Agents Stock Options [Member] | |||
Statements Line Items | |||
Number of shares potentially issuable are not included in the computation of loss per share | 0 | 0 | 45,471 |
Reverse Takeover Transaction _2
Reverse Takeover Transaction and 583885 B.C. Ltd. (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2010USD ($)shares | Dec. 31, 2018CAD ($)shares | Dec. 31, 2017CAD ($)shares | Dec. 31, 2016CAD ($)shares | |
583885 B.C. Ltd. [Member] | ||||
Statements Line Items | ||||
Increase in number of shares outstanding, reverse acquisition | 440,000 | |||
Shares deposited with an escrow agent | 340,000 | |||
Share price | $ | $ 5 | |||
Common Stock [Member] | ||||
Statements Line Items | ||||
Common shares held in escrow, released | 170,000 | |||
Shares released from escrow (shares) | 60,000 | |||
Shares released from escrow | $ | $ 341,000 | |||
Incremental fair value granted, modified share-based payment arrangements | $ | $ 3.10 | |||
Common shares not subject to escrow provisions, fully vested | 100,000 |
Licensing and Collaboration A_2
Licensing and Collaboration Agreement - YOFOTO (China) Health Industry Co. Ltd. (Narrative) (Details) - CAD ($) | Oct. 09, 2018 | Jul. 10, 2018 | Oct. 14, 2016 | Oct. 28, 2016 |
Statements Line Items | ||||
Warrant exercise price | $ 1.10 | $ 0.52 | ||
Warrant exercisable period | 2 years | 2 years | ||
YOFOTO (China) Health Industry Co. Ltd. [Member] | Definitive Licensing And Collaborative Agreement [Member] | Replicel [Member] | ||||
Statements Line Items | ||||
Milestone payments | $ 4,750,000 | |||
Royalty expense | $ 7,000,000 | |||
Period of initial investment | 8 years 6 months | |||
YOFOTO (China) Health Industry Co. Ltd. [Member] | Definitive Licensing And Collaborative Agreement [Member] | Private Placement [Member] | Replicel [Member] | ||||
Statements Line Items | ||||
License period | 15 years | |||
Amount invested in private placement | $ 5,090,005 | $ 5,090,005 | ||
Share price | $ 0.95 | |||
Percentage of warrant coverage | 20.00% | |||
Warrant exercise price | $ 0.95 | |||
Warrant exercisable period | 2 years | |||
Ownership description of shares | 19.9% | over 19.9% | ||
Number of shares purchased | 5,357,900 | |||
Upfront fees | $ 509,001 | |||
Percentage of success fee paid | 10.00% | |||
Percentage of success fee for milestone fees and royalty fees received | 5.00% | |||
Proceeds from private placement | $ 5,090,005 | |||
Proceeds from private placement warrants issued on fair value | 2,563,919 | |||
Proceeds allocated to license fees revenue | $ 2,526,086 | |||
Period of license fees revenue recognized | 10 years | |||
Period of revenue recognized | 10 years | |||
Finder fees | $ 509,001 | |||
Finder fees for contract asset and share issuance cost | $ 509,001 |
Share Capital (Narrative) (Deta
Share Capital (Narrative) (Details) | Oct. 09, 2018CAD ($) | Aug. 01, 2018CAD ($)Year | Aug. 01, 2018Share | Jul. 10, 2018CAD ($)$ / shares | Oct. 14, 2016CAD ($)Share | Jun. 01, 2016CAD ($)shares | Apr. 04, 2016CAD ($)shares | Jul. 31, 2018Share | Oct. 19, 2017CAD ($)shares | Feb. 24, 2017CAD ($)ShareMonthshares | Oct. 28, 2016CAD ($)ShareMonth$ / shares | Dec. 31, 2018CAD ($)ShareYear$ / sharesshares | Dec. 31, 2017CAD ($)ShareYearshares | Dec. 31, 2016CAD ($)ShareYearshares | Dec. 31, 2015CAD ($)Year |
Statements Line Items | |||||||||||||||
Finder's fee | $ 28,366 | $ 28,669 | $ 176,483 | $ 256,392 | $ 319,965 | $ 214,374 | |||||||||
Number of warrants granted in share-based payment arrangement | Share | 1,071,580 | 2,721,604 | |||||||||||||
Weighted average exercise price of warrants granted in share-based payment arrangement | $ 0.95 | $ 2 | |||||||||||||
Weighted average exercise price of warrants exercised in share-based payment arrangement | $ 0.85 | ||||||||||||||
Expected dividend as percentage, warrants granted | 0.00% | ||||||||||||||
Expected volatility, warrants granted | 102.00% | ||||||||||||||
Risk free interest rate, warrants granted | 0.70% | ||||||||||||||
Expected life, warrants granted | Month | 24 | ||||||||||||||
Number of warrants exercised in share-based payment arrangement | Share | 437,118 | ||||||||||||||
Increase (decrease) in number of shares outstanding | shares | 2,815,881 | 2,532,100 | |||||||||||||
Equity issuance, price per share | $ 0.41 | $ 2 | 1.10 | ||||||||||||
Gross proceeds on issuance of common shares | $ 1,154,511 | 3,165,264 | $ 2,563,919 | $ 4,320,497 | 4,848,524 | ||||||||||
Debt settled by issuance of units | $ 374,071 | ||||||||||||||
Units issued to settle debt | Share | 719,368 | ||||||||||||||
Description of acceleration provision on warrants | The Warrants are subject to an acceleration provision such that in the event that the Shares have a closing price on the TSX Venture Exchange (the "TSXV") of greater than $2.00 per Share for a period of 10 consecutive trading days at any time after four months and one day from the closing of the Debt Settlement, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which such notice is given to the holder. | The Warrants are subject to an acceleration provision such that in the event that the Shares have a closing price on the TSX Venture Exchange of greater than $2.00 per Share for a period of 10 consecutive trading days at any time after four months and one day from the closing of the Offering, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which such notice is given to the holder. | |||||||||||||
Number of units granted in share-based payment arrangement | Share | 8,199,999 | ||||||||||||||
Equity Issuance, Price per Unit | $ / shares | $ 0.52 | ||||||||||||||
Proceeds from issuance of units | $ 4,263,999 | ||||||||||||||
Warrants granted in share-based payment arrangement, value | 176,483 | ||||||||||||||
Proceeds on issuance of shares on exercise of warrants | $ 371,551 | $ 244,997 | |||||||||||||
Expected volatility, share options granted | 104.00% | 154.00% | 68.00% | ||||||||||||
Risk free interest rate, share options granted | 2.19% | 1.11% | 0.99% | ||||||||||||
Option life, share options granted | Year | 5 | ||||||||||||||
Weighted average exercise price of share options granted in share-based payment arrangement | $ 0.43 | $ 1.64 | $ 0.60 | ||||||||||||
Number of share options cancelled in share-based payment arrangement | Share | 430,000 | 15,000 | 92,000 | ||||||||||||
Stock-based compensation | $ 326,367 | $ 115,800 | $ 826,307 | ||||||||||||
Weighted average exercise price of share options outstanding in share-based payment arrangement at beginning of period | $ 0.79 | $ 2.04 | $ 2.89 | $ 7.10 | |||||||||||
Warrant exercise price | $ 1.10 | $ 0.52 | |||||||||||||
Warrant exercisable period | 2 years | 2 years | |||||||||||||
Number of share options granted in share-based payment arrangement | Share | 50,000 | 1,060,000 | 1,110,000 | 75,000 | 1,025,000 | ||||||||||
Vest immediately | |||||||||||||||
Statements Line Items | |||||||||||||||
Number of share options vested | Share | 910,000 | ||||||||||||||
Vest in equal amounts each calendar quarter over the next 24 months | |||||||||||||||
Statements Line Items | |||||||||||||||
Number of share options vested | Share | 200,000 | ||||||||||||||
YOFOTO (China) Health Industry Co. Ltd. [Member] | Definitive Licensing And Collaborative Agreement [Member] | Replicel [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Milestone payments | $ 4,750,000 | ||||||||||||||
Royalty expense | $ 7,000,000 | ||||||||||||||
Period of initial investment | 8 years 6 months | ||||||||||||||
YOFOTO (China) Health Industry Co. Ltd. [Member] | Definitive Licensing And Collaborative Agreement [Member] | Private Placement [Member] | Replicel [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Finder's fee | $ 252,392 | ||||||||||||||
License period | 15 years | ||||||||||||||
Amount invested in private placement | $ 5,090,005 | $ 5,090,005 | |||||||||||||
Share price | $ / shares | $ 0.95 | ||||||||||||||
Percentage of warrant coverage | 20.00% | ||||||||||||||
Warrant exercise price | $ 0.95 | ||||||||||||||
Warrant exercisable period | 2 years | ||||||||||||||
Ownership description of shares | 19.9% | over 19.9% | |||||||||||||
Stock Option Plan [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Description of stock option plan | On May 21, 2014, the Company approved a Stock Option Plan whereby the Company may grant stock options to directors, officers, employees and consultants. The maximum number of shares reserved for issue under the plan cannot exceed 10% of the outstanding common shares of the Company as at the date of the grant. The stock options can be exercisable for a maximum of 10 years from the grant date and with various vesting terms. | ||||||||||||||
Contractual life of share options granted | Year | 5 | 5 | |||||||||||||
Weighted average exercise price of share options granted in share-based payment arrangement | $ 0.43 | $ 1.64 | |||||||||||||
Number of share options cancelled in share-based payment arrangement | 20,000 | ||||||||||||||
Stock-based compensation | $ 326,367 | $ 115,800 | $ 826,307 | ||||||||||||
Weighted average remaining contractual life of outstanding share options | Year | 4.56 | 3.48 | 3.14 | ||||||||||||
Options exercisable price per share | $ / shares | $ 1 | ||||||||||||||
Stock Option Plan [Member] | Bottom of range [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Contractual life of share options granted | Year | 5 | ||||||||||||||
Contractual life of share options vesting | Year | 1 | ||||||||||||||
Weighted average exercise price of share options granted in share-based payment arrangement | $ 0.36 | ||||||||||||||
Weighted average exercise price of share options outstanding in share-based payment arrangement at beginning of period | $ 0.36 | $ 0.36 | $ 0.60 | ||||||||||||
Stock Option Plan [Member] | Top of range [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Contractual life of share options granted | Year | 7 | ||||||||||||||
Contractual life of share options vesting | Year | 5 | ||||||||||||||
Weighted average exercise price of share options granted in share-based payment arrangement | $ 1.64 | ||||||||||||||
Weighted average exercise price of share options outstanding in share-based payment arrangement at beginning of period | $ 1.64 | $ 1.64 | 1.35 | ||||||||||||
Finder's warrants [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Number of units granted in share-based payment arrangement | Share | 339,391 | ||||||||||||||
Agent's warrants [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Finder's fee | $ 218,130 | ||||||||||||||
Number of warrants granted in share-based payment arrangement | Share | 174,504 | ||||||||||||||
Weighted average exercise price of warrants granted in share-based payment arrangement | $ 2 | ||||||||||||||
Fair value of warrants granted | $ 100,248 | ||||||||||||||
Expected dividend as percentage, warrants granted | 0.00% | ||||||||||||||
Expected volatility, warrants granted | 96.81% | ||||||||||||||
Risk free interest rate, warrants granted | 1.11% | ||||||||||||||
Expected life, warrants granted | Month | 36 | ||||||||||||||
Finder's units [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Number of units granted in share-based payment arrangement | Share | 12,000 | ||||||||||||||
Non-Brokered Financing [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Increase (decrease) in number of shares outstanding | shares | 138,000 | 188,763 | |||||||||||||
Equity issuance, price per share | $ 1.50 | $ 2 | |||||||||||||
Gross proceeds on issuance of common shares | $ 207,000 | $ 377,525 | |||||||||||||
Non-Brokered Financing [Member] | Agent's warrants [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Number of warrants exercised in share-based payment arrangement | Share | 15,000 | ||||||||||||||
Corporate finance fee | $ 44,800 | ||||||||||||||
Escrow shares [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Stock-based compensation | $ 341,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Statements Line Items | |||||||||||||||
Increase (decrease) in number of shares outstanding | shares | 5,357,900 | 5,347,981 | 326,763 | ||||||||||||
Shares released from escrow | $ 341,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statements Line Items | |||
Non capital losses | $ 26,110,000 | ||
Applicable income tax rate | 27.00% | 26.00% | 26.00% |
British Columbia [Member] | |||
Statements Line Items | |||
Applicable income tax rate | 12.00% | 11.00% |
Financial Instruments and Ris_3
Financial Instruments and Risk Management (Narrative) (Details) - Currency risk [Member] | Dec. 31, 2018CAD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017CAD ($) | Dec. 31, 2017USD ($) |
Statements Line Items | ||||
Cash on hand | $ 15,101 | $ 11,069 | $ 122,127 | $ 97,225 |
Confidence interval | 1.00% | 1.00% | ||
Value at risk | $ 151 | $ 111 |
Non-cash Transactions (Narrativ
Non-cash Transactions (Narrative) (Details) - CAD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 19, 2017 | Feb. 24, 2017 | Dec. 31, 2016 | |
Statements Line Items | |||
Debt extinguishment, amount | $ 374,072 | ||
Issuance of units for settlement of debt | 719,368 | ||
Equity issuance price per share | $ 0.41 | $ 2 | $ 1.10 |
Events after the Reporting Da_2
Events after the Reporting Date (Narrative) (Details) - Settlement Agreements [Member] | 1 Months Ended |
Jan. 17, 2019CAD ($)$ / sharesshares | |
Statements Line Items | |
Amount of debt settlement | $ | $ 366,024 |
Shares issued upon debt settlement | shares | 770,577 |
Share price | $ / shares | $ 0.475 |
Amount settled with creditors incorrectly | $ | $ 5,000 |
Amount settled with creditors | $ | $ 21,469 |
Number of shares issued to creditors incorrectly | shares | 45,199 |
Number of shares issued to creditors | shares | 10,526 |
Number of shares issued in settlement | shares | 10,526 |
Deemed Price | $ | $ 5,000 |
Deemed price per reissued share | $ / shares | $ 0.475 |
Amount of debt adjustment | $ | $ 349,555 |
Number of shares issued for debt settlement | shares | 735,904 |
Disclosure of detailed informat
Disclosure of detailed information about estimated useful life or depreciation rate (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Furniture and Equipment [Member] | |
Statements Line Items | |
Depreciation and amortization rates | 20.00% |
Computer Equipment [Member] | |
Statements Line Items | |
Depreciation and amortization rates | 30.00% |
Disclosure of detailed inform_2
Disclosure of detailed information about property, plant and equipment (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statements Line Items | ||
Property, plant and equipment at beginning of period | $ 11,165 | |
Property, plant and equipment at end of period | 8,167 | $ 11,165 |
Cost [Member] | ||
Statements Line Items | ||
Property, plant and equipment at beginning of period | 56,000 | 56,000 |
Additions | 0 | 0 |
Disposals | 0 | 0 |
Property, plant and equipment at end of period | 56,000 | 56,000 |
Depreciation [Member] | ||
Statements Line Items | ||
Property, plant and equipment at beginning of period | 44,835 | 40,680 |
Depreciation | 2,998 | 4,155 |
Property, plant and equipment at end of period | 47,833 | 44,835 |
Furniture and Equipment [Member] | ||
Statements Line Items | ||
Property, plant and equipment at beginning of period | 3,520 | |
Property, plant and equipment at end of period | 2,816 | 3,520 |
Furniture and Equipment [Member] | Cost [Member] | ||
Statements Line Items | ||
Property, plant and equipment at beginning of period | 14,249 | 14,249 |
Additions | 0 | 0 |
Disposals | 0 | 0 |
Property, plant and equipment at end of period | 14,249 | 14,249 |
Furniture and Equipment [Member] | Depreciation [Member] | ||
Statements Line Items | ||
Property, plant and equipment at beginning of period | 10,729 | 9,849 |
Depreciation | 704 | 880 |
Property, plant and equipment at end of period | 11,433 | 10,729 |
Computer Equipment [Member] | ||
Statements Line Items | ||
Property, plant and equipment at beginning of period | 7,645 | |
Property, plant and equipment at end of period | 5,351 | 7,645 |
Computer Equipment [Member] | Cost [Member] | ||
Statements Line Items | ||
Property, plant and equipment at beginning of period | 41,751 | 41,751 |
Additions | 0 | 0 |
Disposals | 0 | 0 |
Property, plant and equipment at end of period | 41,751 | 41,751 |
Computer Equipment [Member] | Depreciation [Member] | ||
Statements Line Items | ||
Property, plant and equipment at beginning of period | 34,106 | 30,831 |
Depreciation | 2,294 | 3,275 |
Property, plant and equipment at end of period | $ 36,400 | $ 34,106 |
Disclosure of detailed inform_3
Disclosure of detailed information about options, valuation assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2018CAD ($)Year | Dec. 31, 2017CAD ($) | Dec. 31, 2016CAD ($) | |
Statements Line Items | |||
Risk fee rate | 2.19% | 1.11% | 0.99% |
Expected life (years) | Year | 5 | ||
Volatility | 104.00% | 154.00% | 68.00% |
Expected Dividend | $ 0 | $ 0 | $ 0 |
Expected forfeiture rate | 0.00% | 0.00% | 0.00% |
Exercise price | $ 0.43 | $ 1.64 | $ 0.60 |
Grant date fair value | $ 0.33 | $ 1.54 | $ 0.70 |
Disclosure of number and weight
Disclosure of number and weighted average exercise prices of share options (Details) | Aug. 01, 2018Share | Jul. 31, 2018Share | Dec. 31, 2018CAD ($)Share | Dec. 31, 2017CAD ($)Share | Dec. 31, 2016CAD ($)Share |
Statements Line Items | |||||
Number of share options outstanding in share-based payment arrangement at beginning of period | Share | 1,400,000 | 1,417,000 | 484,000 | ||
Weighted average exercise price of share options outstanding in share-based payment arrangement at beginning of period | $ | $ 2.04 | $ 2.89 | $ 7.10 | ||
Number of share options granted in share-based payment arrangement | Share | 50,000 | 1,060,000 | 1,110,000 | 75,000 | 1,025,000 |
Weighted average exercise price of share options granted in share-based payment arrangement | $ | $ 0.43 | $ 1.64 | $ 0.60 | ||
Number of share options expired in share-based payment arrangement | Share | (77,000) | ||||
Weighted average exercise price of share options expired in share-based payment arrangement | $ | $ 0.65 | ||||
Number of share options cancelled in share-based payment arrangement | Share | (430,000) | (15,000) | (92,000) | ||
Weighted average exercise price of share options cancelled in share-based payment arrangement | $ | $ 0.69 | $ 0.99 | $ 5.51 | ||
Number of share options outstanding in share-based payment arrangement at end of period | Share | 2,080,000 | 1,400,000 | 1,417,000 | ||
Weighted average exercise price of share options outstanding in share-based payment arrangement at end of period | $ | $ 0.79 | $ 2.04 | $ 2.89 | ||
Number of share options exercisable in share-based payment arrangement | Share | 1,905,000 | 1,400,000 | 1,412,000 | ||
Weighted average exercise price of share options exercisable in share-based payment arrangement | $ | $ 0.82 | $ 2.04 | $ 1.43 |
Disclosure of detailed inform_4
Disclosure of detailed information about warrants outstanding (Details) | Dec. 31, 2018CAD ($)Share | Dec. 31, 2017CAD ($)Share | Dec. 31, 2016CAD ($)Share |
Statements Line Items | |||
Number of warrants outstanding in share-based payment arrangement | Share | 3,793,184 | 12,748,898 | 10,848,439 |
Weighted average exercise price of warrants outstanding in share-based payment arrangement | $ | $ 1.70 | $ 1.50 | $ 1.65 |
February 24, 2017 [Member] | |||
Statements Line Items | |||
Number of warrants outstanding in share-based payment arrangement | Share | 2,721,604 | ||
Weighted average exercise price of warrants outstanding in share-based payment arrangement | $ | $ 2 | ||
October 9, 2020 [Member] | |||
Statements Line Items | |||
Number of warrants outstanding in share-based payment arrangement | Share | 1,071,580 | ||
Weighted average exercise price of warrants outstanding in share-based payment arrangement | $ | $ 0.95 |
Disclosure of detailed inform_5
Disclosure of detailed information about warrants, activity (Details) | 12 Months Ended | |
Dec. 31, 2018CAD ($)Share | Dec. 31, 2017CAD ($)Share | |
Statements Line Items | ||
Number of warrants outstanding in share-based payment arrangement at beginning of period | Share | 12,748,898 | 10,848,439 |
Weighted average exercise price of warrants outstanding in share-based payment arrangement at beginning of period | $ | $ 1.50 | $ 1.65 |
Number of warrants granted in share-based payment arrangement | Share | 1,071,580 | 2,721,604 |
Weighted average exercise price of warrants granted in share-based payment arrangement | $ | $ 0.95 | $ 2 |
Number of warrants exercised in share-based payment arrangement | Share | (437,118) | |
Weighted average exercise price of warrants exercised in share-based payment arrangement | $ | $ 0.85 | |
Number of warrants expired in share-based payment arrangement | Share | (10,027,294) | (384,027) |
Weighted average exercise price of warrants expired in share-based payment arrangement | $ | $ 0.83 | $ 0.45 |
Number of warrants outstanding in share-based payment arrangement at end of period | Share | 3,793,184 | 12,748,898 |
Weighted average exercise price of warrants outstanding in share-based payment arrangement at end of period | $ | $ 1.70 | $ 1.50 |
Disclosure of detailed inform_6
Disclosure of detailed information about warrants, valuation assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2018CAD ($)Year | Dec. 31, 2017CAD ($)Year | Dec. 31, 2016CAD ($) | |
Statements Line Items | |||
Risk fee rate | 2.19% | 1.11% | 0.99% |
Expected life (years) | Year | 5 | ||
Volatility | 104.00% | 154.00% | 68.00% |
Expected Dividend | $ 0 | $ 0 | $ 0 |
Expected forfeiture rate | 0.00% | 0.00% | 0.00% |
Exercise price | $ 0.43 | $ 1.64 | $ 0.60 |
Grant date fair value | $ 0.33 | $ 1.54 | $ 0.70 |
Warrants [Member] | |||
Statements Line Items | |||
Risk fee rate | 2.31% | 1.11% | |
Expected life (years) | Year | 2 | 3 | |
Volatility | 104.00% | 97.00% | |
Expected Dividend | $ 0 | $ 0 | |
Expected forfeiture rate | 0.00% | 0.00% | |
Exercise price | $ 0.95 | $ 2 | |
Grant date fair value | $ 0.45 | $ 1.10 |
Disclosure of detailed inform_7
Disclosure of detailed information about trade and other payables (Details) - CAD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Statements Line Items | ||
Payables to related parties | $ 726,501 | $ 309,697 |
Companies controlled by directors of the Company [Member] | ||
Statements Line Items | ||
Payables to related parties | 214,361 | 15,250 |
Directors or officers of the Company [Member] | ||
Statements Line Items | ||
Payables to related parties | $ 512,140 | $ 294,447 |
Disclosure of transactions betw
Disclosure of transactions between related parties (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statements Line Items | |||
Research and development | $ 125,000 | $ 180,000 | $ 1,535 |
General and administrative expense | 247,000 | 33,000 | 0 |
Related party transactions | $ 372,000 | $ 213,000 | $ 1,535 |
Disclosure of information about
Disclosure of information about key management personnel (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statements Line Items | |||
General and administrative - salaries and contracts | $ 380,435 | $ 240,000 | $ 285,000 |
Directors' fees | 54,750 | 55,000 | 55,000 |
Stock-based compensation | 293,367 | 115,800 | 826,307 |
Key management compensation | $ 728,552 | $ 410,800 | $ 1,166,307 |
Disclosure of detailed inform_8
Disclosure of detailed information about tax expense (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statements Line Items | |||
Deferred tax expense | $ 0 | $ 0 | $ 0 |
Total | 0 | 0 | 0 |
Canadian [Member] | |||
Statements Line Items | |||
Current tax expense | 0 | 0 | 0 |
Foreign [Member] | |||
Statements Line Items | |||
Current tax expense | $ 0 | $ 0 | $ 0 |
Disclosure of detailed inform_9
Disclosure of detailed information about effective income tax expense recovery (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statements Line Items | |||
Net income (loss) for the year before taxes | $ (2,769,080) | $ (6,014,330) | $ (4,271,294) |
Combined federal and provincial income tax rate | 27.00% | 26.00% | 26.00% |
Expected income tax expense (recovery) | $ (748,000) | $ (1,564,000) | $ (1,111,000) |
Increase (decrease) resulting from SR&ED credit claims | 0 | (3,000) | 78,000 |
Stock-based compensation | 88,000 | 31,000 | 189,000 |
Non-deductible (Non-Taxable) items | (26,000) | (79,000) | (55,000) |
Tax adjustment from rate change and other | (32,000) | (262,000) | 0 |
Change in unrecognized deferred tax assets | 718,000 | 1,877,000 | 899,000 |
Income tax expense | $ 0 | $ 0 | $ 0 |
Disclosure of deferred taxes (D
Disclosure of deferred taxes (Details) - CAD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statements Line Items | |||
Deferred tax asset (liability) | $ 0 | $ 0 | $ 0 |
Non-capital losses [Member] | |||
Statements Line Items | |||
Deferred tax assets | 7,048,000 | 6,401,000 | 4,703,000 |
Equipment and other [Member] | |||
Statements Line Items | |||
Deferred tax assets | 224,000 | 223,000 | 78,000 |
Temporary differences relating to intellectual property costs [Member] | |||
Statements Line Items | |||
Deferred tax assets | 0 | 0 | 136,000 |
Foreign tax credit [Member] | |||
Statements Line Items | |||
Deferred tax assets | 412,000 | 412,000 | 412,000 |
Un-deducted SR&ED expenditure pool [Member] | |||
Statements Line Items | |||
Deferred tax assets | 412,000 | 412,000 | 320,000 |
Investment tax credit [Member] | |||
Statements Line Items | |||
Deferred tax assets | 196,000 | 196,000 | 161,000 |
Share issuance costs [Member] | |||
Statements Line Items | |||
Deferred tax assets | 226,000 | 156,000 | 113,000 |
Unrecognized deferred tax assets [Member] | |||
Statements Line Items | |||
Deferred tax assets | $ (8,518,000) | $ (7,800,000) | $ (5,923,000) |
Disclosure of detailed infor_10
Disclosure of detailed information about non-capital losses (Details) | Dec. 31, 2018CAD ($) |
Statements Line Items | |
Non capital losses | $ 26,110,000 |
2026 [Member] | |
Statements Line Items | |
Non capital losses | 6,000 |
2027 [Member] | |
Statements Line Items | |
Non capital losses | 16,000 |
2028 [Member] | |
Statements Line Items | |
Non capital losses | 533,000 |
2029 [Member] | |
Statements Line Items | |
Non capital losses | 863,000 |
2031 [Member] | |
Statements Line Items | |
Non capital losses | 1,664,000 |
2032 [Member] | |
Statements Line Items | |
Non capital losses | 2,290,000 |
2033 [Member] | |
Statements Line Items | |
Non capital losses | 39,000 |
2034 [Member] | |
Statements Line Items | |
Non capital losses | 3,908,000 |
2035 [Member] | |
Statements Line Items | |
Non capital losses | 4,356,000 |
2036 [Member] | |
Statements Line Items | |
Non capital losses | 3,583,000 |
2037 [Member] | |
Statements Line Items | |
Non capital losses | 6,062,000 |
2038 [Member] | |
Statements Line Items | |
Non capital losses | $ 2,790,000 |
Disclosure of detailed infor_11
Disclosure of detailed information about contractual maturities of financial liabilities (Details) - CAD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Statements Line Items | ||
Accounts payable and accrued liabilities | $ 1,277,642 | $ 1,166,023 |
Within 1 year [Member] | ||
Statements Line Items | ||
Accounts payable and accrued liabilities | $ 1,277,642 |