Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2019 | Jul. 24, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | REPLICEL LIFE SCIENCES INC. | |
Entity Central Index Key | 0001205059 | |
Document Type | 20-F/A | |
Amendment Flag | true | |
Amendment Description | The purpose of this Amendment No. 1 to RepliCel Life Sciences Inc. Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Securities and Exchange Commission on August 5, 2020 (the “Form 20-F”), is to include the amended and restated audited financial statements as at December 31, 2019 which were amended and restated to correct an error in previously audited and unaudited interim financial statements. Management of our company and our company’s audit committee determined that an error was made in how a contingent liability included in our company’s 2018 License and Collaboration Agreement with YOFOTO (China) Health Industry, Co. (the “Agreement”) was measured and recorded. The error and required restatements pertain to the fact that the put liability included in the Agreement should have measured at the present value of the maximum potential exercise price of the put. The put was initially determined to have $nil value for the purposes of our company’s financial statements. However management has now determined that the initial present value of the exercise price upon issuance was approximately $520,000. In subsequent periods, the put liability will be recorded at amortized cost. Because the transaction also involved a licensing and collaboration agreement and sale of common stock and warrants, the total contract price was reallocated to the various elements. Accordingly, the contract liability, the contract asset and the value of the common shares and warrants issued in connection with the YOFOTO agreement were also amended. Additionally, license revenue, the amortization of the contract asset and the accretion recorded on the put liability have also been restated. The consolidated statement of cash flows has also been restated to correct for these errors. Changes have been made to the financial information under Item 3 – Key Information, Item 4 – Information on RepliCel Life Sciences Inc. and Item 5 – Operating and Financial Review and Prospects. All other information remains the same. | |
Document Period End Date | Dec. 31, 2019 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 31,936,816 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | FY | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - CAD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 23,929 | $ 2,418,521 |
Guaranteed investment certificate | 28,750 | |
Sales taxes recoverable | 16,524 | 49,504 |
Prepaid expenses and deposits | 128,670 | 510,741 |
Contract asset | 35,374 | 35,374 |
Total current assets | 233,247 | 3,014,140 |
Non-current assets | ||
Contract Asset | 266,221 | 301,595 |
Equipment | 5,999 | 8,167 |
Total assets | 505,467 | 3,323,902 |
Current liabilities | ||
Accounts payable and accrued liabilities | 747,582 | 1,277,642 |
Contract liability | 353,735 | 353,735 |
Preference shares | 449,287 | |
Total current liabilities | 1,550,604 | 1,631,377 |
Non-current liabilities | ||
Put liability | 718,531 | 577,104 |
Contract liability | 2,662,219 | 3,015,954 |
Total liabilities | 4,931,354 | 5,224,435 |
Shareholders' deficiency | ||
Common shares | 27,529,531 | 27,077,001 |
Contributed surplus | 4,622,624 | 4,596,349 |
Accumulated deficit | (36,578,042) | (33,573,883) |
Total shareholders' deficiency | (4,425,887) | (1,900,533) |
Total liabilities and shareholders' deficiency | $ 505,467 | $ 3,323,902 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - CAD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | |||
Licensing fees | $ 353,735 | $ 167,661 | |
Expenses | |||
Research and development | 2,196,364 | 709,260 | $ 2,541,722 |
General and administrative | 1,084,212 | 2,155,809 | 3,450,193 |
Loss before other items | (2,926,841) | (2,697,408) | (5,991,915) |
Other items: | |||
Accretion on preference shares | (33,289) | ||
Accretion on put liability | (141,427) | (56,678) | |
Foreign exchange loss | (9,997) | (29,817) | (29,190) |
Gain on debt settlement | 107,395 | ||
Interest income | 37 | 6,775 | |
Net and comprehensive loss | $ (3,004,159) | $ (2,783,866) | $ (6,014,330) |
Basic and diluted loss per share (in dollars per share) | $ (0.12) | $ (0.13) | $ (0.32) |
Weighted average shares outstanding (in shares) | 24,107,122 | 21,853,646 | 18,680,021 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net loss | $ (3,004,159) | $ (2,783,866) | $ (6,014,330) |
Add items not involving cash: | |||
Accretion on preference shares | 33,289 | ||
Amortization of contract asset | 35,374 | 16,766 | |
Accretion of put liability | 141,427 | 56,678 | |
Revenue from contract liability | (353,735) | ||
Depreciation | 2,168 | 2,998 | 4,155 |
Gain on debt settlement | (107,395) | ||
Stock-based compensation | 26,275 | 326,367 | 115,800 |
Changes in non-cash working capital balances: | |||
Sales taxes recoverable | 32,980 | (962) | 17,518 |
Prepaid expenses and deposits | 382,071 | (221,515) | (53,171) |
Contract asset | (353,735) | ||
Accounts payable and accrued liabilities | 29,865 | 111,618 | 544,286 |
Contract liability | 3,369,689 | ||
Net cash used in operating activities | (2,781,840) | 524,038 | (5,385,742) |
Investing activities | |||
Redemption (Purchase) of guaranteed investment certificate | (28,750) | 1,450,000 | |
Net cash provided by investing activities | (28,750) | 1,450,000 | |
Financing activities | |||
Gross proceeds on issuance of common shares | 974,404 | 4,320,497 | |
Issuance of preference shares net of issuance costs | 415,998 | ||
Put liability | 520,426 | ||
Proceeds on issuance of shares on exercise of warrants | 371,551 | ||
Finder's fee | (97,440) | (319,965) | |
Net cash provided by financing activities | 415,998 | 1,397,390 | 4,372,083 |
(Decrease) increase in cash and cash equivalents during the year | (2,394,592) | 1,921,428 | 436,341 |
Cash and cash equivalents, beginning of the year | 2,418,521 | 497,093 | 60,752 |
Cash and cash equivalents, end of the year | $ 23,929 | $ 2,418,521 | $ 497,093 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Deficiency) - CAD ($) | Common Stock [Member] | Contributed Surplus [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2016 | $ 21,910,238 | $ 4,071,899 | $ (24,775,687) | $ 1,206,450 |
Beginning Balance (Shares) at Dec. 31, 2016 | 15,657,530 | |||
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 | |||
Finders fees | $ (420,213) | 100,248 | (319,965) | |
Stock-based compensation | 115,800 | 115,800 | ||
Net loss for the year | (6,014,330) | (6,014,330) | ||
Ending Balance at Dec. 31, 2017 | $ 26,182,073 | 4,287,947 | (30,790,017) | (319,997) |
Ending Balance (Shares) at Dec. 31, 2017 | 21,442,629 | |||
Common shares issued | $ 974,404 | 974,404 | ||
Common shares issued (Shares) | 1,785,967 | |||
Share issuance costs | $ (79,476) | (17,965) | (97,441) | |
Stock-based compensation | 326,367 | 326,367 | ||
Net loss for the year | (2,783,866) | (2,783,866) | ||
Ending Balance at Dec. 31, 2018 | $ 27,077,001 | 4,596,349 | (33,573,883) | (1,900,533) |
Ending Balance (Shares) at Dec. 31, 2018 | 23,228,596 | |||
Net loss for the year | (370,409) | |||
Ending Balance at Mar. 31, 2019 | (2,469,409) | |||
Beginning Balance at Dec. 31, 2018 | $ 27,077,001 | 4,596,349 | (33,573,883) | (1,900,533) |
Beginning Balance (Shares) at Dec. 31, 2018 | 23,228,596 | |||
Net loss for the year | (1,787,539) | |||
Ending Balance at Jun. 30, 2019 | (3,412,428) | |||
Beginning Balance at Dec. 31, 2018 | $ 27,077,001 | 4,596,349 | (33,573,883) | (1,900,533) |
Beginning Balance (Shares) at Dec. 31, 2018 | 23,228,596 | |||
Common shares issued | $ 257,187 | 257,187 | ||
Common shares issued (Shares) | 735,904 | |||
Common shares issued 2 | $ 195,343 | 195,343 | ||
Common shares issued 2 (Shares) | 751,318 | |||
Stock-based compensation | 26,275 | 26,275 | ||
Net loss for the year | (3,004,159) | (3,004,159) | ||
Ending Balance at Dec. 31, 2019 | $ 27,529,531 | $ 4,622,624 | $ (36,578,042) | (4,425,887) |
Ending Balance (Shares) at Dec. 31, 2019 | 24,715,818 | |||
Beginning Balance at Mar. 31, 2019 | (2,469,409) | |||
Net loss for the year | (950,748) | |||
Ending Balance at Jun. 30, 2019 | $ (3,412,428) |
Corporate Information
Corporate Information | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Detailed Information About Corporate Information [Abstract] | |
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, 2019 | |
Disclosure of detailed information about Basis of Presentation [Abstract] | |
Basis of Presentation [Text Block] | 2. Basis of Presentation These amended and restated consolidated financial statements for the year‐ended December 31, 2019 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements for the years ended December 31, 2019 and 2018 were initial authorized for issue by the Board of Directors on July 31, 2020. As a result of the restatement disclosed in Note 19, these consolidated financial statements have been amended and restated and authorized for issue by the Board of Directors on December 17, 2020. 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 amended and restated 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 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 amended and restated 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, 2019, the Company is in the research stage, has accumulated losses of $36,578,042 since its inception and expects to incur further losses in the development of its business. The Company incurred a consolidated net loss of $3,004,159 during the year ended December 31, 2019. 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. See Note 18 -Events after the Reporting Date. If the going concern assumptions were not appropriate for these amended and restated 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, 2019 | |
Disclosure of detailed information about Critical Accounting Estimates and Judgements [Abstract] | |
Critical Accounting Estimates and Judgements [Text Block] | 3. Critical Accounting Estimates and Judgements RepliCel makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed 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 10(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 judgment 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 judgment and estimates in assessing the value assigned to the put options and of the warrants as attached to the placement (see Note 8 and 10 (b)iii). Preference Shares Replicel makes estimates on the issuance of preference shares which are compound instruments that consist of both an equity and a liability component. Management is required to make estimates to determine the fair value of the components of the preference share issuance at the date that it is issued. The Company also needs to make estimates on the effective interest on preference shares to calculate amounts payable on redemption and inclusive of dividends. Put Liability Replicel made estimates on the issuance of the put liability disclosed in Note 8. The put liability is a financial liability recorded initially at the present value of the potential exercise price of the put. Management is required to make an estimate to determine the effective interest rate to appropriately discount the potential exercise price over the term of the put liability to its fair value at issuance. 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, 2019 | |
Disclosure of detailed information about Significant Accounting Policies [Abstract] | |
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 amended and restated 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 certificate Guaranteed investment certificate, bearing interest at 2.7%, matured on January 15, 2020 and was subsequently reinvested. 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 from Contracts with Customers 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 receive in exchange for those goods or services. 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: At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment. The process of successfully achieving the criteria for the milestone payments is highly uncertain. Consequently, there is a significant risk that the Company may not earn all of the milestone payments from each of its strategic partners. 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, 2019 that were not included in the computation of loss per share since their inclusion would have been anti-dilutive due to a loss in the periods presented. The loss per share totaled 5,623,184 (2018: 5,873,183; 2017: 14,148,898) consisting of 1,830,000 (2018: 2,080,000; 2017: 1,400,000) outstanding stock options; 3,793,184 (2018: 3,793,183; 2017: 12,748,898) warrants. 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 10(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 10(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) Leases All leases are accounted for by recognizing a right-of-use asset in equipment and a lease liability except for leases of low value assets and leases with a duration of 12 months or less. There were no lease liabilities or right-of-use assets recognized as at December 31, 2019. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless this is not readily determinable, in which case the Company's incremental borrowing rate on commencement of the lease is used. The Company determines its incremental borrowing rate as the rate of interest it would have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Variable lease payments are expensed in the period to which they relate. Further, lease terms are based on assumptions regarding extension terms that allow for operational flexibility and favorable future market conditions. Subsequent to initial measurement, lease liabilities increase as a result of interest at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset, whichever is shorter. l) Financial Instruments Non-Derivative Financial Assets The Company classifies its financial assets in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI") or at amortized cost. The classification depends on the purpose for which the financial assets are acquired. Management determines the classification of its financial assets at initial recognition. Measurement and classification of financial assets is dependent on the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. Financial Assets at FVTPL Financial Assets at FVTOCI Financial Assets as Amortized costs Financial assets are derecognized when they mature or are sold, and subsequently all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized in the income statement. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive income. Cash and cash equivalents and guaranteed investment certificates are classified under financial assets measured at amortized cost. Financial Liabilities The Company measures all its financial liabilities as subsequently measured at amortized cost. Financial liabilities are recognized initially at fair value, net of transaction costs incurred and are subsequently measured at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit and loss over the period to maturity using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where applicable, a shorter period. Accounts payable and accrued liabilities, put liability and preference shares are classified as financial liabilities measured at amortized cost. The Company recognizes a put liability initially at an estimate of its fair value. The financial liability is measured at amortized cost and is accreted over the term of the put liability based on its effective interest rate. In terms of preference shares, the Company recognized initially at face value and as at December 31, 2019, recorded the accretion based on 5 years. No amount was bifurcated to the equity conversion option on initial recognition. The financial instrument is measured at amortized cost. Given the Company has an obligation to redeem the preference shares in 5 years at $0.74/share, the effective interest was accreted for the redemption amount and accrued cumulative dividends that will be settled in the future. Impairment of financial assets at amortized cost The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial adoption, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For other receivables, the Company applies the simplified approach to providing the expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on the financial assets carried at amortized cost are reversed in subsequent periods. If the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized. Given the nature and balances of the Company's receivables and the financial assets the Company has no material loss allowance as at December 31, 2019 and 2018. 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, 2019 | |
Disclosure of detailed information about Accounting Standards, Amendments and Interpretations [Abstract] | |
Accounting Standards, Amendments and Interpretations [Text Block] | 5. Accounting Standards, Amendments and Interpretations New Standards, Amendments and Interpretations Effective for the first time Leases On January 13, 2016, the IASB published a new standard, IFRS 16, eliminating the dual accounting model for lessees, which distinguished between on-balance sheet finance leases and off-balance sheet operating leases. Under the new standard, a lease becomes an on-balance sheet liability that attracts interest, together with a new right-of-use asset. In addition, lessees recognize a front-loaded pattern of expense for most leases, even when cash rentals are constant. The Company adopted IFRS 16 on January 1, 2019. The adoption of this standard had no material impact on the amended and restated consolidated financial statements of the Company. IFRIC 23 Uncertainly Over Income Tax Treatments This new standard, also 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 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 adoptions of this standard had no material impact on the Company's amended and restated consolidated financial statements due to its taxable loss position. 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, 2019 | |
Disclosure of detailed information about business combination [abstract] | |
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. As at December 31, 2019, nil (2018: nil) common shares were in escrow. |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Equipment [Text Block] | 7. Equipment Furniture and Computer Total Cost: At December 31, 2018 $ 14,249 $ 41,751 $ 56,000 Additions — — — Disposals — — — At December 31, 2019 14,249 41,751 56,000 Depreciation: At December 31, 2018 11,433 36,400 47,833 Depreciation 563 1,605 2,168 At December 31, 2019 11,996 38,005 50,001 Net book value at December 31, 2019 $ 2,253 $ 3,746 $ 5,999 Furniture and Computer 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 |
Licensing and Collaboration Agr
Licensing and Collaboration Agreement - YOFOTO (China) Health Industry Co. Ltd. | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of detailed information about 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 a 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 certain Canadian and Chinese approvals (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 transaction, YOFOTO invested CDN $5,090,005 in a private placement of RepliCel common shares at CDN $0.95 per share that included 20% warrant coverage with each warrant exercisable at CDN $0.95 per share for a period of two years. The warrants have not yet been exercised (Note 10). The transaction 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 four 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 2/3 of the shares issued in YOFOTO's initial investment back to the Company under certain conditions until January, 2027. As part of the Transaction, the Company granted 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. At the date of these financial statements, no such Chinese patents have been assigned to YOFOTO. On October 9, 2018, the $5,090,005 private placement was closed and the Company issued YOFOTO 5,357,900 RepliCel common shares which represented 19.9% of RepliCel's then-issued common shares. In association with the YOFOTO deal, the Company agreed to pay success fee of ten percent (10%) of any upfront fees received by the Company and consequently, a fee of $509,001 was 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. Contract Asset The finders/success fee 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 was accounted for as a contract asset, a share issuance cost and a cost incurred in connection with the put obligation. The $509,001 fee was allocated between contract costs, share issuance costs and as an offset to the fair value of the related warrants and as an offset to the fair value of the put liability. The finders/success fee was allocated based on the relative fair values of these four items. The contract asset is being amortized over the same period of time that the Company recognizes the upfront license revenue. Contract liability The proceeds of $5,090,005 from the placement was allocated based on the fair values of: the common shares that were not subject to the put - $715,280 ($794,755 less costs of $79,476); the 1,071,580 warrants issued - $161,684 ($179,649 less costs of $17,965); and the put liability - $520,426 ($578,251 less costs of $57,825). The remaining $3,537,350 was allocated to Contract Liability to be recognized as License Fee revenue over a period of 10 years from the commencement date of the Agreement. Put liability Under the Agreement, YOFOTO has the right to put back all of the common shares acquired in the event that it is unable to complete human clinical trials for the licensed technologies for reasons that are outside of YOFOTO's controls on or before 8.5 years from the date of the Agreement. Although the put option can be exercised independently for each of the three licensed technologies at a rate of 1/3 per licensed technology (RCT-01, RCS-01 and RCI-02), the terms of the Agreement provide that only 2/3s of the shares can be put back to RepliCel under conditions that RepliCel does not control. As this represents an obligation to transfer cash under circumstances that are not within RepliCel's own control, the put option in connection with 2/3s of the shares issued under the Agreement is recognized as a liability. The Company has recorded a put liability based on management's estimate of its fair value. The fair value of this put liability was determined by calculating the present value of $3,393,337 repayable in 8.5 years discounted at 23%. $3,393,337 is 2/3s of the private placement proceeds that are subject to the put liability. After its initial recording at $520,426, the put liability will be recorded at amortized cost. |
Preference shares
Preference shares | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Preference Shares [Abstract] | |
Preference shares [Text Block] | 9. Preference shares On September 12, 2019, the Company announced that it had completed the first tranche of a private placement pursuant to which it issued 1,089,125 Class A Preference shares at a price of $0.40 per share for aggregate gross proceeds of $435,650. The finalized terms of the private placement were follows and carry certain rights and restrictions, which include: a fixed dividend rate which shall accrue on a daily basis (based on a 360 day year consisting of 12 30-day months) at a rate of seven (7%) per annum; the right of the Class A Shareholder to convert the paid up amount of each Class A Share, from time-to-time, into shares of the Company (each, a "Share") at any time prior to the date that is five (5) years from the date of issuance of the Class A Shares at a conversion price of $0.33; voting rights only on matters pertaining to Class A Shares until they are converted to common shares at which time all voting rights attach; and a first priority over all Shares or shares of any other class of the Company as to dividends and upon liquidation. Subject to the earlier conversion by Class A shareholders and compliance with applicable laws, the Company may, in its discretion at any time, prior to the date that is five (5) years from the date of issuance of the Class A Shares (the "Required Redemption Date") redeem all of the Class A Shares at a price (the "Redemption Price") of: (i) (ii) (iii) (iv) (v) On the Required Redemption Date, the Company must redeem all remaining outstanding Class A Shares at the Redemption Price, subject to compliance with applicable laws. The financial instrument is being measured at amortized cost. Given the Company has an obligation to redeem the preference shares in 5 years at $0.74/share, the effective interest was accreted for the redemption amount and accrued cumulative dividends that will be settled in the future. The Company paid $19,652 cash finder's fees to one finder. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Detailed Information About Share Capital [Abstract] | |
Share Capital [Text Block] | 10. 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, 2019: i) The Company announced on October 10, 2019 a debt settlement in the amount of $210,369 owed by the Company to certain creditors ("Creditors") by the issuance of 751,318 common shares (each, a "Share") of the Company at a price of $0.280 per Share. The Settlement Agreements were signed on September 11, 2019; however, the debt was not settled until October 10, 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. The Company reported a gain on this debt settlement in the amount of $15,027. ii) The Company announced on January 17, 2019 a debt settlement in the amount of $349,555 owed by the Company to certain creditors ("Creditors") by the issuance of 735,904 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. The Company reported a gain on this debt settlement in the amount of $92,368. During the year-ended December 31, 2018: iii) 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 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 2/3 of the shares issued in YOFOTO's initial investment back to the Company under certain conditions until July 2027. See Note 8 for the details of the Licensing and Collaboration Agreement between RepliCel and YOFOTO. During the year-ended December 31, 2017: iv) 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. v) 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. c) Stock Option Plans: 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. d) Fair value of Company Options Issued from January 1, 2017 to December 31, 2019 There were no stock options granted during the year ended December 31, 2019. 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 vested 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. The range of exercise price is $0.36 to $1.64, expected life of five The weighted-average grant date fair value of options granted was estimated using the following weighted average assumptions: 2019 2018 2017 Risk fee rate — 2.19% 1.11% Expected life (years) — 5 5 Volatility — 104% 154% Expected Dividend $ — $ — $ — Expected forfeiture rate 0% 0% 0% Exercise price $ — $ 0.43 $ 1.64 Grant date fair value $ — $ 0.33 $ 1.54 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 $26,275 (2018: $326,367; 2017: $115,800), as stock based compensation expense for stock options granted under the Company's Stock Option Plan for the years 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, 2019, 2018 and 2017 are as follows: Number of Options Weighted Average Outstanding, January 1, 2019 2,080,000 $ 0.79 Cancelled (250,000 ) 0.91 Outstanding, December 31, 2019 1,830,000 0.77 Exercisable, December 31, 2019 1,755,000 $ 0.79 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 As at December 31, 2019, the range of exercise prices for options outstanding under the Company Stock Option Plan is $0.43 - $8.50 and the weighted average remaining contractual life for stock options under the Company Stock Option Plan is 2.88 years. The Remaining unrecognized stock based compensation as of December 31, 2019 was $3,409 (2018: $31,285). f) Warrants The number of warrants outstanding at December 31, 2019 and 2018, each exercisable into one common share, is as follows: Weighted Warrants Average Outstanding Exercise Price Expiry February 24, 2017 2,721,604 $ 2.00 February 24, 2020 October 9, 2018 1,071,580 $0.95 October 9, 2020 Outstanding, December 31, 2019 and 2018 3,793,184 $ 1.70 Warrants Weighted Average Outstanding Exercise Price 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 Expired — — Outstanding, December 31, 2019 3,793,184 $ 1.70 The weighted-average grant date fair value of warrants issued was estimated using the following weighted average assumptions: December 31, 2019 December 31, 2018 Risk fee rate — 2.31 % Expected life (years) — 2 Volatility — 104 % Expected Dividend — $ — Expected forfeiture rate — 0 % Exercise price — $ 0.95 Grant date fair value — $ 0.45 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related party transactions [abstract] | |
Related Party Transactions [Text Block] | 11. Related Party Transactions Related party balances The following amounts due to related parties are included in accounts payable and accrued liabilities: December 31, 2019 December 31, 2018 Companies controlled by directors of the Company $ 48,375 $ 214,361 Directors or officers of the Company 58,927 512,140 $ 107,302 $ 726,501 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, 2019 December 31, 2018 December 31, 2017 Research and development $ 166,023 $ 125,000 $ 180,000 General and administration — 247,000 33,000 $ 166,023 $ 372,000 $ 213,000 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, 2019 December 31, 2018 December 31, 2017 General and administrative - salaries and contracts $ 336,000 $ 380,435 $ 240,000 Directors' fees 70,500 54,750 55,000 Stock-based compensation 26,275 293,367 115,800 $ 432,775 $ 728,552 $ 410,800 Preference shares Three directors of the Company purchased 325,000 preference shares for $130,000 (Note 9) in total. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Major components of tax expense (income) [abstract] | |
Income Taxes [Text Block] | 12. Income Taxes a) Income tax recognized in profit or loss: 2019 2018 2017 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: 2019 (restated) 2018 2017 Net income (loss) for the year before taxes $ (3,004,159 ) $ (2,783,866 ) $ (6,014,330 ) Combined federal and provincial income tax rate 27.00% 27.00% 26.00% Expected income tax expense (recovery) (811,000 ) (751,000 ) (1,564,000 ) Increase (decrease) resulting from Non-deductible and others items (48,000 ) 30,000 (313,000 ) Change in unrecognized deferred tax assets 859,000 721,000 1,877,000 Income tax expense $ — $ — $ — c) The components of the deferred tax asset (liability) balances for the years ended December 31, are as follows: 2019 2018 Deferred tax assets Non-capital losses $ 7,970,000 $ 7,048,000 Equipment and other 224,000 224,000 Temporary differences relating to intellectual property costs — — Foreign tax credit 412,000 412,000 Un-deducted SR&ED expenditure pool 412,000 412,000 Investment tax credit 196,000 196,000 Share issuance costs 149,000 226,000 Unrecognized deferred tax assets (9,363,000 ) (8,518,000 ) $ — $ — 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, 2019, the Company has Canadian non capital losses totalling approximately $29,517,000 that expire beginning in 2027: 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 2039 3,407,000 $ 29,517,000 |
Financial Instruments and Risk
Financial Instruments and Risk Management | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of detailed information about financial instruments [abstract] | |
Financial Instruments and Risk Management [Text Block] | 13. Financial Instruments and Risk Management As at December 31, 2019, the Company's financial instruments are comprised of cash and cash equivalent, accounts payable and accrued liabilities, put liability and preference shares. 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, 2019 the Company held US dollar cash balances of $605 (US$466) (December 31, 2018: $15,101 or US$11,069). A 1% increase/decrease in the US dollars foreign exchange rate would have an impact of ±$6 (US$5) on the cash balance held December 31, 2019. 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, 2019: Years of Expiry Financial Instruments Amounts Within 1 year Accounts payable and accrued liabilities $ 741,313 Within 2 to 5 years Preference shares $ 449,287 Greater than 5 years Put liability $ 718,531 Total $ 1,909,131 Contained within accounts payable and accrued liabilities is $186,220 of accrued liabilities at December 31, 2019 (2018: $406,942). 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. There were no changes to the Company's fair value measurement levels during the year ended December 31, 2019 (2018: no change). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of contingent liabilities [abstract] | |
Commitments and Contingencies [Text Block] | 14. 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, 2019 | |
Disclosure of objectives, policies and processes for managing capital [abstract] | |
Capital Management [Text Block] | 15. 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, preference shares 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, 2019. |
Non-cash Transactions
Non-cash Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Non cash Transactions [Abstract] | |
Non-cash Transactions [Text Block] | 16. Non-cash Transactions Investing and financing activities that do not have a direct impact on current cash flows are excluded from the amended and restated consolidated statements of cash flow. There were no non-cash transactions during the years ended December 31, 2019, 2018 and 2017. During 2019, the Company entered into debt settlement agreements whereby the aggregate amount of $559,924 owed by the company to certain creditors were settled by the issuance of a total of units. |
Segmental Reporting
Segmental Reporting | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of operating segments [abstract] | |
Segmental Reporting [Text Block] | 17. 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, 2019 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
Events after the Reporting Date [Text Block] | 18. Events after the Reporting Date Subsequent to year-ended December 31, 2019, there was a global outbreak of COVID-19, which has had a significant impact on businesses through the restrictions put in place by the Canadian and U.S. governments regarding travel, business operations and isolation/quarantine orders. At this time, the extent of the impact that the COVID-19 outbreak may have on the Company is unknown as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise form the inability to predict the ultimate geographic spread of the virus, and the duration of the outbreak, including the duration of travel restrictions, business closures, and quarantine/isolation measures that are currently, or may be put, in place by Canada, U.S. and other countries to fight the virus. The Company continues to monitor its impact of its operations and financing activities and assess the impact COVID-19 will have on its business activities. The extent of the effect of COVID-19 pandemic on the Company is uncertain, management does not expect the effect to be significant. While the Company has not experienced a direct impact as a result of COVID-19, the raising of capital in this environment has been challenging and caused the delay in the closing of the private placement as disclosed below. In May 2020, the Company obtained a $40,000 loan under the Canada Emergency Business Account (CEBA) under the following conditions: - is an interest free loan until December 31, 2022; - $10,000 of the $40,000 loan is eligible for complete forgiveness if $30,000 is repaid before December 31, 2022; - if the CEBA loan is not repaid by December 31, 2022, it will be extended for an additional three-year Private Placement On July 15, 2020, the Company closed a first tranche of its private placement offering (the "Offering"), pursuant to which it sold an aggregate of 3,649,110 units (each, a "Unit"), at a price of $0.18 per Unit, for gross proceeds of $656,840. Each Unit consists of one common share of the Company (each, a "Share") and one-half of one share purchase warrant (each whole warrant, a "Warrant"). One Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.36 per Share for a period of three years from closing of the Offering, subject to an acceleration provision such that in the event that the Shares have a closing price on the TSX Venture Exchange (the "Exchange") of greater than $0.45 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, RepliCel 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 did not pay any finder's fees in connection with the Offering . Shares for debt In October 2020, the Company issued 160,000 common shares in settlement of $28,800 owing to a creditor (the "October 2020 Debt Settlement") after receipt of approval from the Exchange. The Shares were issued on October 28, 2020. The Shares are subject to a statutory hold period of four months and one day after closing of the October 2020 Debt Settlement. In August 2020, the Company issued 1,426,491 common shares in settlement of $256,769 owing to various creditors (the "August 2020 Debt Settlement") after receipt of approval from the Exchange. The Shares were issued on August 18, 2020. The Shares are subject to a statutory hold period of four months and one day after closing of the August 2020 Debt Settlement. Of the August 2020 Debt Settlement, the Company issued 1,134,831 common shares to settle $204,769 of debt with directors or officers of the Company. Term sheet for strategic investment and U.S. partnership On November 10, RepliCel announced that the Company has signed a binding term sheet with MainPointe for an investment of CAD $2,700,000 and a limited term distribution partnership for RepliCel's dermal injector and consumables (the "RepliCel Injector Product Line") in the United States. As part of the partnership, MainPointe has agreed to pay all costs related to securing FDA approvals to launch the RepliCel Injector Product Line in the U.S. market. A shareholder director of RepliCel is the Chief Technology Officer of MainPointe. The partnership with MainPointe would represent RepliCel's first footprint in the U.S. market and the Company's second distribution partnership for its near-commercial RepliCel Injector Product Line. RepliCel's partner, YOFOTO (China) Health is committed to being the distributor of the RepliCel Injector Product Line in Greater China, where it will first launch in Hong Kong after either European or American regulatory approval is obtained and registered in the Chinese territory. This regulatory registration will also trigger a $500,000 milestone payment to RepliCel. Primary Deal Terms In consideration for an investment of CAD $2,700,000 and the payment of all costs related to obtaining FDA approval for Company's dermal injector and consumables, RepliCel has agreed to issue MainPointe up to an aggregate of four (4) million common shares, a right to participate in RepliCel's royalty revenue stream up to a defined ceiling, and certain distribution rights of RepliCel Injector Product Line in the United States. The investment will be made as to CAD $500,000 within five (5) days of receipt of conditional approval from the TSX Venture Exchange, CAD $500,000 by December 15, 2020, CAD $700,000 by January 21, 2021, CAD $700,000 by April 21, 2021 and CAD $300,000 by August 21, 2021. The common shares will be priced at the greater of CAD $0.675 or the Discounted Market Price as such term is defined in the Policies of the TSX Venture Exchange. The royalty right will be equal to (a) 5% of the amounts earned by and paid to the Company from the sale of any of its "NBDS Products" defined as its RCS-01 (NBDS Fibroblast Therapy - Treatment for Aging Skin), RCT-01 (NBDS Fibroblast Therapy - Treatment for Chronic Tendinosis), and any other product which is comprised of the non-bulbar dermal sheath cells patented by the Company, and (b) 20% of the amounts earned by and paid to the Company from the sale of any of its "DSC Products" defined as its RCH-01 (DSC Therapy for Treatment Androgenic Alopecia) and any other product which is comprised of the dermal sheath cup cells patented by the Company. In consideration for paying all expenses required to obtain regulatory approval for the RepliCel Injector Product Line, the exclusive distribution rights shall commence upon receipt of regulatory approval to launch the RepliCel Injector Product Line in the U.S. market for a period expiring on the earlier (a) four (4) years, or (ii) when MainPointe has earned USD $2,000,000 in gross income from the sale of the products in the RepliCel Injector Product Line. The Company will have the right, in its discretion, to buy out this exclusivity right for an amount equal to the net-present value of profit to be earned on USD $2,000,000 in gross income. Closing of the transactions contemplated under the binding term sheet is conditional on the parties entering into definitive agreements and receipt of regulatory approval. Expiration of warrants 1,071,580 of the warrants granted on October 9, 2018, exercisable at $0.95, expired on October 9, 2020. |
Restatement of previously issue
Restatement of previously issued consolidated financial statements | 12 Months Ended |
Dec. 31, 2019 | |
Restatement Of Previously Issued Consolidated Financial Statements [Abstract] | |
Restatement of previously issued consolidated financial statements [Text Block] | 19. Restatement of previously issued consolidated financial statements The Company has restated its consolidated statement of financial position as at December 31, 2019 and 2018; its consolidated statements of comprehensive loss, cash flows and changes in equity (deficiency) for the years ended December 31, 2019 and 2018. In November 2020, management determined that the accounting for the put option Subsequent to initial measurement, the put liability is accounted for on an amortized cost basis and accreted as interest expense each fiscal period to its redemption amount over the 8.5 term during which it may be exercised unless it is extinguished earlier. The previously filed consolidated financial statements for the years ended December 31, 2019 and 2018 have been restated to adjust the recorded value of the put option. As a result of this change in accounting, the contract liability, the contract asset the value of the common shares and warrants issued in connection with the YOFOTO agreement were also amended. Additionally, license revenue, the amortization of the contract asset and the accretion recorded on the put liability have also been restated. The consolidated statement of cash flows has also been restated to correct for these errors. The foregoing adjustments were made to the consolidated financial information as at and for the years ended December 31, 2019 and 2018 as presented below. As at December 31, 2019 As at December 31, 2018 As previously As restated As previously As restated Consolidated statement of financial position Contract asset, current $ 25,261 $ 35,374 $ 25,261 $ 35,374 Current assets 223,134 233,247 3,004,027 3,014,140 Contract asset, non-current 189,976 266,221 215,237 301,595 Total assets 419,109 505,467 3,227,431 3,323,902 Contract liability, current 252,609 353,735 252,609 353,735 Current liabilities 1,449,479 1,550,604 1,530,251 1,631,377 Put liability — 718,531 — 577,104 Contract liability, non-current 1,899,754 2,662,219 2,152,363 3,015,954 Total liabilities 3,349,233 4,931,354 3,682,614 5,224,435 Common shares 28,960,095 27,529,531 28,507,565 27,077,001 Accumulated deficit (36,512,843 ) (36,578,042 ) (33,559,097 ) (33,573,883 ) Total shareholders' deficiency (2,930,124 ) (4,425,887 ) (455,183 ) (1,900,533 ) Total liabilities and shareholders' deficiency 419,109 505,467 3,227,431 3,323,902 — — — — For the year ended For the year ended As previously As restated As previously As restated Consolidated statement of comprehensive loss Licensing fees 252,609 353,735 121,114 167,661 General and administrative 1,074,100 1,084,212 2,151,154 2,155,809 Accretion on put liability — 141,427 — 56,678 Net and comprehensive loss (2,953,746 ) (3,004,159 ) (2,769,080 ) (2,783,866 ) Basic and diluted loss per share (0.11 ) (0.12 ) (0.12 ) (0.13 ) Weighted average shares outstanding 27,679,055 24,107,122 22,661,001 21,853,646 Consolidated statement of cash flows Net cash used in operating activities (386,099 ) 524,039 Net cash from financing activities — — 2,307,527 1,397,389 Consolidated statements of changes in equity (deficiency) Common shares 28,960,095 27,529,531 28,507,565 27,077,001 Net loss (2,953,746 ) (3,004,159 ) (2,769,080 ) (2,783,866 ) Accumulated deficit (36,512,843 ) (36,578,042 ) (33,559,097 ) (33,573,883 ) Total shareholders' deficiency (2,930,124 ) (4,425,887 ) (455,183 ) (1,900,533 ) The correction of the error outlined in Note 19 to the restated consolidated financial statements for the years ended December 31, 2019 and 2018 resulted in adjustments to previously issued unaudited condensed consolidated interim financial statements for the Company's 2019 fiscal year. The adjustments are presented below: As at March 31, 2019 As at June 30, 2019 Consolidated statement of financial position As previously As restated As previously As restated (unaudited) (unaudited) (unaudited) (unaudited) Contract asset, current 25,261 35,374 25,261 35,374 Current assets 1,644,321 1,654,434 648,427 658,540 Contract asset, non-current 208,922 292,753 202,607 283,910 Total assets 1,860,868 1,954,812 858,117 949,533 Contract liability, current 252,609 353,735 252,609 353,735 Current liabilities 785,964 887,090 777,802 878,928 Contract liability, non-current 2,089,211 2,927,521 2,026,059 2,839,087 Put liability — 609,610 — 643,946 Total liabilities 2,875,175 4,424,221 2,803,861 4,361,961 Common shares 29,003,179 27,572,615 29,003,179 27,572,615 Accumulated deficit (34,386,137 ) (34,410,675 ) (35,325,302 ) (35,361,422 ) Total shareholders' deficiency (1,014,307 ) (2,469,409 ) (1,945,744 ) (3,412,428 ) Total liabilities and shareholders' deficiency 1,860,868 1,954,812 858,117 949,533 3 months ended 3 months ended 6 months ended As previously As restated As previously As restated As previously As restated (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Consolidated statement of comprehensive loss Licensing fees 63,152 88,434 63,153 88,435 126,305 176,869 General and administrative 245,561 248,089 273,748 276,276 518,685 523,741 Accretion on put liability — 32,506 — 34,337 — 66,842 Net and comprehensive loss (360,657 ) (370,409 ) (939,165 ) (950,748 ) (1,766,205 ) (1,787,539 ) Basic and diluted loss per share (0.01 ) (0.02 ) (0.03 ) (0.04 ) (0.07 ) (0.08 ) Weighted average shares outstanding 27,057,727 23,485,794 27,057,727 23,485,794 27,019,478 23,447,545 Restatement adjustments for 3 and 9 month periods ended September 30, 2020 and 2019 have been presented in September 30, 2020 unaudited condensed consolidated interim financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of detailed information about Significant Accounting Policies [Abstract] | |
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 certificate Guaranteed investment certificate, bearing interest at 2.7%, matured on January 15, 2020 and was subsequently reinvested. |
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 from Contracts with Customers 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 receive in exchange for those goods or services. 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: At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration and other revenues and earnings in the period of adjustment. The process of successfully achieving the criteria for the milestone payments is highly uncertain. Consequently, there is a significant risk that the Company may not earn all of the milestone payments from each of its strategic partners. 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, 2019 that were not included in the computation of loss per share since their inclusion would have been anti-dilutive due to a loss in the periods presented. The loss per share totaled 5,623,184 (2018: 5,873,183; 2017: 14,148,898) consisting of 1,830,000 (2018: 2,080,000; 2017: 1,400,000) outstanding stock options; 3,793,184 (2018: 3,793,183; 2017: 12,748,898) warrants. |
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 10(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 10(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. |
Leases [Policy Text Block] | k) Leases All leases are accounted for by recognizing a right-of-use asset in equipment and a lease liability except for leases of low value assets and leases with a duration of 12 months or less. There were no lease liabilities or right-of-use assets recognized as at December 31, 2019. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless this is not readily determinable, in which case the Company's incremental borrowing rate on commencement of the lease is used. The Company determines its incremental borrowing rate as the rate of interest it would have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Variable lease payments are expensed in the period to which they relate. Further, lease terms are based on assumptions regarding extension terms that allow for operational flexibility and favorable future market conditions. Subsequent to initial measurement, lease liabilities increase as a result of interest at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset, whichever is shorter. |
Financial Instruments [Policy Text Block] | l) Financial Instruments Non-Derivative Financial Assets The Company classifies its financial assets in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI") or at amortized cost. The classification depends on the purpose for which the financial assets are acquired. Management determines the classification of its financial assets at initial recognition. Measurement and classification of financial assets is dependent on the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. Financial Assets at FVTPL Financial Assets at FVTOCI Financial Assets as Amortized costs Financial assets are derecognized when they mature or are sold, and subsequently all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized in the income statement. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive income. Cash and cash equivalents and guaranteed investment certificates are classified under financial assets measured at amortized cost. Financial Liabilities The Company measures all its financial liabilities as subsequently measured at amortized cost. Financial liabilities are recognized initially at fair value, net of transaction costs incurred and are subsequently measured at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit and loss over the period to maturity using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where applicable, a shorter period. Accounts payable and accrued liabilities, put liability and preference shares are classified as financial liabilities measured at amortized cost. The Company recognizes a put liability initially at an estimate of its fair value. The financial liability is measured at amortized cost and is accreted over the term of the put liability based on its effective interest rate. In terms of preference shares, the Company recognized initially at face value and as at December 31, 2019, recorded the accretion based on 5 years. No amount was bifurcated to the equity conversion option on initial recognition. The financial instrument is measured at amortized cost. Given the Company has an obligation to redeem the preference shares in 5 years at $0.74/share, the effective interest was accreted for the redemption amount and accrued cumulative dividends that will be settled in the future. Impairment of financial assets at amortized cost The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial adoption, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For other receivables, the Company applies the simplified approach to providing the expected credit losses, which allows the use of a lifetime expected loss provision. Impairment losses on the financial assets carried at amortized cost are reversed in subsequent periods. If the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized. Given the nature and balances of the Company's receivables and the financial assets the Company has no material loss allowance as at December 31, 2019 and 2018. |
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, 2019 | |
Disclosure of detailed information about Significant Accounting Policies [Abstract] | |
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, 2019 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Disclosure of detailed information about property, plant and equipment [Table Text Block] | Furniture and Computer Total Cost: At December 31, 2018 $ 14,249 $ 41,751 $ 56,000 Additions — — — Disposals — — — At December 31, 2019 14,249 41,751 56,000 Depreciation: At December 31, 2018 11,433 36,400 47,833 Depreciation 563 1,605 2,168 At December 31, 2019 11,996 38,005 50,001 Net book value at December 31, 2019 $ 2,253 $ 3,746 $ 5,999 Furniture and Computer 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 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Detailed Information About Share Capital [Abstract] | |
Disclosure of detailed information about options, valuation assumptions [Table Text Block] | 2019 2018 2017 Risk fee rate — 2.19% 1.11% Expected life (years) — 5 5 Volatility — 104% 154% Expected Dividend $ — $ — $ — Expected forfeiture rate 0% 0% 0% Exercise price $ — $ 0.43 $ 1.64 Grant date fair value $ — $ 0.33 $ 1.54 |
Disclosure of number and weighted average exercise prices of share options [Table Text Block] | Number of Options Weighted Average Outstanding, January 1, 2019 2,080,000 $ 0.79 Cancelled (250,000 ) 0.91 Outstanding, December 31, 2019 1,830,000 0.77 Exercisable, December 31, 2019 1,755,000 $ 0.79 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 |
Disclosure of detailed information about warrants outstanding [Table Text Block] | Weighted Warrants Average Outstanding Exercise Price Expiry February 24, 2017 2,721,604 $ 2.00 February 24, 2020 October 9, 2018 1,071,580 $0.95 October 9, 2020 Outstanding, December 31, 2019 and 2018 3,793,184 $ 1.70 Warrants Weighted Average Outstanding Exercise Price 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 Expired — — Outstanding, December 31, 2019 3,793,184 $ 1.70 |
Disclosure of detailed information about change in the fair value of warrants [Table Text Block] | December 31, 2019 December 31, 2018 Risk fee rate — 2.31 % Expected life (years) — 2 Volatility — 104 % Expected Dividend — $ — Expected forfeiture rate — 0 % Exercise price — $ 0.95 Grant date fair value — $ 0.45 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related party transactions [abstract] | |
Disclosure of detailed information about trade and other payables [Table Text Block] | December 31, 2019 December 31, 2018 Companies controlled by directors of the Company $ 48,375 $ 214,361 Directors or officers of the Company 58,927 512,140 $ 107,302 $ 726,501 |
Disclosure of transactions between related parties [Table Text Block] | December 31, 2019 December 31, 2018 December 31, 2017 Research and development $ 166,023 $ 125,000 $ 180,000 General and administration — 247,000 33,000 $ 166,023 $ 372,000 $ 213,000 |
Disclosure of information about key management personnel [Table Text Block] | December 31, 2019 December 31, 2018 December 31, 2017 General and administrative - salaries and contracts $ 336,000 $ 380,435 $ 240,000 Directors' fees 70,500 54,750 55,000 Stock-based compensation 26,275 293,367 115,800 $ 432,775 $ 728,552 $ 410,800 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Major components of tax expense (income) [abstract] | |
Disclosure of detailed information about tax expense [Table Text Block] | 2019 2018 2017 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] | 2019 (restated) 2018 2017 Net income (loss) for the year before taxes $ (3,004,159 ) $ (2,783,866 ) $ (6,014,330 ) Combined federal and provincial income tax rate 27.00% 27.00% 26.00% Expected income tax expense (recovery) (811,000 ) (751,000 ) (1,564,000 ) Increase (decrease) resulting from Non-deductible and others items (48,000 ) 30,000 (313,000 ) Change in unrecognized deferred tax assets 859,000 721,000 1,877,000 Income tax expense $ — $ — $ — |
Disclosure of deferred taxes [Table Text Block] | 2019 2018 Deferred tax assets Non-capital losses $ 7,970,000 $ 7,048,000 Equipment and other 224,000 224,000 Temporary differences relating to intellectual property costs — — Foreign tax credit 412,000 412,000 Un-deducted SR&ED expenditure pool 412,000 412,000 Investment tax credit 196,000 196,000 Share issuance costs 149,000 226,000 Unrecognized deferred tax assets (9,363,000 ) (8,518,000 ) $ — $ — |
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 2039 3,407,000 $ 29,517,000 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of detailed information about financial instruments [abstract] | |
Disclosure of detailed information about contractual maturities of financial liabilities [Table Text Block] | Years of Expiry Financial Instruments Amounts Within 1 year Accounts payable and accrued liabilities $ 741,313 Within 2 to 5 years Preference shares $ 449,287 Greater than 5 years Put liability $ 718,531 Total $ 1,909,131 |
Restatement of previously iss_2
Restatement of previously issued consolidated financial statements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restatement Of Previously Issued Consolidated Financial Statements [Abstract] | |
Disclosure of detailed information about restatement of previously issued consolidated financial statements [Table Text Block] | As at December 31, 2019 As at December 31, 2018 As previously As restated As previously As restated Consolidated statement of financial position Contract asset, current $ 25,261 $ 35,374 $ 25,261 $ 35,374 Current assets 223,134 233,247 3,004,027 3,014,140 Contract asset, non-current 189,976 266,221 215,237 301,595 Total assets 419,109 505,467 3,227,431 3,323,902 Contract liability, current 252,609 353,735 252,609 353,735 Current liabilities 1,449,479 1,550,604 1,530,251 1,631,377 Put liability — 718,531 — 577,104 Contract liability, non-current 1,899,754 2,662,219 2,152,363 3,015,954 Total liabilities 3,349,233 4,931,354 3,682,614 5,224,435 Common shares 28,960,095 27,529,531 28,507,565 27,077,001 Accumulated deficit (36,512,843 ) (36,578,042 ) (33,559,097 ) (33,573,883 ) Total shareholders' deficiency (2,930,124 ) (4,425,887 ) (455,183 ) (1,900,533 ) Total liabilities and shareholders' deficiency 419,109 505,467 3,227,431 3,323,902 — — — — For the year ended For the year ended As previously As restated As previously As restated Consolidated statement of comprehensive loss Licensing fees 252,609 353,735 121,114 167,661 General and administrative 1,074,100 1,084,212 2,151,154 2,155,809 Accretion on put liability — 141,427 — 56,678 Net and comprehensive loss (2,953,746 ) (3,004,159 ) (2,769,080 ) (2,783,866 ) Basic and diluted loss per share (0.11 ) (0.12 ) (0.12 ) (0.13 ) Weighted average shares outstanding 27,679,055 24,107,122 22,661,001 21,853,646 Consolidated statement of cash flows Net cash used in operating activities (386,099 ) 524,039 Net cash from financing activities — — 2,307,527 1,397,389 Consolidated statements of changes in equity (deficiency) Common shares 28,960,095 27,529,531 28,507,565 27,077,001 Net loss (2,953,746 ) (3,004,159 ) (2,769,080 ) (2,783,866 ) Accumulated deficit (36,512,843 ) (36,578,042 ) (33,559,097 ) (33,573,883 ) Total shareholders' deficiency (2,930,124 ) (4,425,887 ) (455,183 ) (1,900,533 ) As at March 31, 2019 As at June 30, 2019 Consolidated statement of financial position As previously As restated As previously As restated (unaudited) (unaudited) (unaudited) (unaudited) Contract asset, current 25,261 35,374 25,261 35,374 Current assets 1,644,321 1,654,434 648,427 658,540 Contract asset, non-current 208,922 292,753 202,607 283,910 Total assets 1,860,868 1,954,812 858,117 949,533 Contract liability, current 252,609 353,735 252,609 353,735 Current liabilities 785,964 887,090 777,802 878,928 Contract liability, non-current 2,089,211 2,927,521 2,026,059 2,839,087 Put liability — 609,610 — 643,946 Total liabilities 2,875,175 4,424,221 2,803,861 4,361,961 Common shares 29,003,179 27,572,615 29,003,179 27,572,615 Accumulated deficit (34,386,137 ) (34,410,675 ) (35,325,302 ) (35,361,422 ) Total shareholders' deficiency (1,014,307 ) (2,469,409 ) (1,945,744 ) (3,412,428 ) Total liabilities and shareholders' deficiency 1,860,868 1,954,812 858,117 949,533 3 months ended 3 months ended 6 months ended As previously As restated As previously As restated As previously As restated (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Consolidated statement of comprehensive loss Licensing fees 63,152 88,434 63,153 88,435 126,305 176,869 General and administrative 245,561 248,089 273,748 276,276 518,685 523,741 Accretion on put liability — 32,506 — 34,337 — 66,842 Net and comprehensive loss (360,657 ) (370,409 ) (939,165 ) (950,748 ) (1,766,205 ) (1,787,539 ) Basic and diluted loss per share (0.01 ) (0.02 ) (0.03 ) (0.04 ) (0.07 ) (0.08 ) Weighted average shares outstanding 27,057,727 23,485,794 27,057,727 23,485,794 27,019,478 23,447,545 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) - CAD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of detailed information about Basis of Presentation [Abstract] | ||||||
Accumulated deficit | $ 35,361,422 | $ 34,410,675 | $ 35,361,422 | $ 36,578,042 | $ 33,573,883 | |
Net loss | $ 950,748 | $ 370,409 | $ 1,787,539 | $ 3,004,159 | $ 2,783,866 | $ 6,014,330 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Securities Antidilutive [Line Items] | |||
Guaranteed investment certificate, interest rate | 2.70% | ||
Number of shares potentially issuable are not included in the computation of loss per share | 5,623,184 | 5,873,183 | 14,148,898 |
Employee Stock Options [Member] | |||
Securities Antidilutive [Line Items] | |||
Number of shares potentially issuable are not included in the computation of loss per share | 1,830,000 | 2,080,000 | 1,400,000 |
Warrants [Member] | |||
Securities Antidilutive [Line Items] | |||
Number of shares potentially issuable are not included in the computation of loss per share | 3,793,184 | 3,793,183 | 12,748,898 |
Preference Shares [Member] | |||
Securities Antidilutive [Line Items] | |||
Preference shares, redemption period | 5 years | ||
Preference shares redemption price per share | $ 0.74 |
Reverse Takeover Transaction _2
Reverse Takeover Transaction and 583885 B.C. Ltd. (Narrative) (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2010 | Dec. 31, 2019 | Dec. 31, 2018 | |
583885 B.C. Ltd. [Member] | |||
Disclosure of detailed information about business combination [line items] | |||
Increase in number of shares outstanding, reverse acquisition | 440,000 | ||
Shares deposited with escrow agent | 340,000 | ||
Share price | $ 5 | ||
Common Stock [Member] | |||
Disclosure of detailed information about business combination [line items] | |||
Common shares held in escrow |
Licensing and Collaboration A_2
Licensing and Collaboration Agreement - YOFOTO (China) Health Industry Co. Ltd. (Narrative) (Details) - YOFOTO (China) Health Industry Co. Ltd. [Member] - Definitive Licensing And Collaborative Agreement [Member] - Replicel [Member] - CAD ($) | Oct. 09, 2018 | Jul. 10, 2018 | Dec. 31, 2019 |
Licensing And Collaboration Agreement [Line Items] | |||
Milestone payments | $ 4,750,000 | ||
Royalty expense | $ 7,000,000 | ||
Private Placement [Member] | |||
Licensing And Collaboration Agreement [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 | ||
Number of shares purchased | 5,357,900 | ||
Ownership description of shares | 19.9% | over 19.9% | |
Percentage of success fee paid | 10.00% | ||
Upfront fees | $ 509,001 | ||
Period of license fees revenue recognized | 10 years | ||
Proceeds allocated to license fees revenue | $ 3,537,350 | ||
Percentage of success fee for milestone fees and royalty fees received | 5.00% | ||
Finder fees | $ 509,001 | ||
Finder fees for contract asset and share issuance cost | $ 509,001 | ||
Common shares put net | $ 715,280 | ||
Common shares put gross | 794,755 | ||
Cost of common shares | $ 79,476 | ||
Number of warrants issued | 1,071,580 | ||
Warrants net | $ 161,684 | ||
Warrants gross | 179,649 | ||
Cost of warrants | 17,965 | ||
Put liability net | 520,426 | ||
Put liability gross | 578,251 | ||
Cost of put liability | 57,825 | ||
Fair value put liability repayable | $ 3,393,337 | ||
Repayable period | 8 years 6 months | ||
Discounted rate | 23.00% | ||
Amortized cost of put liability | $ 520,426 |
Preference shares (Narrative) (
Preference shares (Narrative) (Details) - CAD ($) | Sep. 12, 2019 | Dec. 31, 2019 |
Disclosure of classes of share capital [line items] | ||
Gross proceeds from private placement | $ 415,998 | |
Finders fees | $ 19,652 | |
Class A Preference Shares [Member] | ||
Disclosure of classes of share capital [line items] | ||
Number of preference shares issued | 1,089,125 | |
Share price per share | $ 0.40 | |
Gross proceeds from private placement | $ 435,650 | |
Fixed dividend rate | 7.00% | |
Preference shares, redemption period | 5 years | |
Conversion price per share | $ 0.33 | |
Preference shares redemption price per share | 0.74 | |
Class A Preference Shares [Member] | From date of issuance to first anniversary of issue Date [Member] | ||
Disclosure of classes of share capital [line items] | ||
Conversion price per share | 0.468 | |
Class A Preference Shares [Member] | From day after first anniversary of issue date to date of second anniversary [Member] | ||
Disclosure of classes of share capital [line items] | ||
Conversion price per share | 0.536 | |
Class A Preference Shares [Member] | From day after second anniversary of issue date to date of third anniversary [Member] | ||
Disclosure of classes of share capital [line items] | ||
Conversion price per share | 0.604 | |
Class A Preference Shares [Member] | From day after third anniversary of issue date to date of fourth anniversary [Member] | ||
Disclosure of classes of share capital [line items] | ||
Conversion price per share | 0.672 | |
Class A Preference Shares [Member] | From day after fourth anniversary of issue date to date of fifth anniversary [Member] | ||
Disclosure of classes of share capital [line items] | ||
Conversion price per share | $ 0.740 |
Share Capital (Narrative) (Deta
Share Capital (Narrative) (Details) | Jan. 17, 2019CAD ($)$ / sharesshares | Oct. 09, 2018CAD ($) | Aug. 01, 2018shares | Aug. 01, 2018$ / shares | Jul. 10, 2018CAD ($)$ / shares | Oct. 10, 2019CAD ($)$ / sharesshares | Jul. 31, 2018shares | Oct. 19, 2017CAD ($)shares | Feb. 24, 2017CAD ($)MonthShareshares | Dec. 31, 2019CAD ($)Yearshares$ / shares | Dec. 31, 2018CAD ($)ShareYearshares$ / shares | Dec. 31, 2017CAD ($)Yearshares$ / shares | Dec. 31, 2016shares$ / shares | Dec. 31, 2015shares |
Share capital [Line Items] | ||||||||||||||
Finder's fee | $ 28,366 | $ 28,669 | $ 97,440 | $ 319,965 | ||||||||||
Number of warrants granted in share-based payment arrangement | shares | 1,071,580 | |||||||||||||
Weighted average exercise price of warrants granted in share-based payment arrangement | $ 0.95 | |||||||||||||
Increase (decrease) in number of shares outstanding | shares | 2,815,881 | 2,532,100 | ||||||||||||
Equity issuance, price per share | $ 0.41 | $ 2 | ||||||||||||
Gross proceeds on issuance of common shares | $ 1,154,511 | 3,165,264 | $ 974,404 | 4,320,497 | ||||||||||
Proceeds on issuance of shares on exercise of warrants | $ 371,551 | |||||||||||||
Expected volatility, share options granted | 0.00% | 104.00% | 154.00% | |||||||||||
Risk free interest rate, share options granted | 0.00% | 2.19% | 1.11% | |||||||||||
Option life, share options granted | Year | 0 | 5 | 5 | |||||||||||
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares | $ 0.43 | $ 1.64 | ||||||||||||
Number of share options cancelled in share-based payment arrangement | shares | 250,000 | 430,000 | 15,000 | |||||||||||
Stock-based compensation | $ 26,275 | $ 326,367 | $ 115,800 | |||||||||||
Weighted average exercise price of share options outstanding in share-based payment arrangement at beginning of period | $ / shares | $ 0.77 | $ 0.79 | $ 2.04 | $ 2.89 | ||||||||||
Number of share options granted in share-based payment arrangement | shares | 50,000 | 1,060,000 | 1,110,000 | 1,110,000 | 75,000 | 1,025,000 | 15,000 | |||||||
Gain on debt settlement | $ 107,395 | |||||||||||||
Vest immediately | ||||||||||||||
Share capital [Line Items] | ||||||||||||||
Number of share options vested | Share | 910,000 | |||||||||||||
Vest in equal amounts each calendar quarter over the next 24 months | ||||||||||||||
Share capital [Line Items] | ||||||||||||||
Number of share options vested | Share | 200,000 | |||||||||||||
Settlement Agreements [Member] | Certain creditors ("Creditors") [Member] | ||||||||||||||
Share capital [Line Items] | ||||||||||||||
Amount of debt settlement | $ 349,555 | $ 210,369 | ||||||||||||
Number of shares issued to creditors | shares | 735,904 | 751,318 | ||||||||||||
Share price | $ / shares | $ 0.475 | $ 0.280 | ||||||||||||
Gain on debt settlement | $ 92,368 | $ 15,027 | ||||||||||||
YOFOTO (China) Health Industry Co. Ltd. [Member] | Definitive Licensing And Collaborative Agreement [Member] | Replicel [Member] | ||||||||||||||
Share capital [Line Items] | ||||||||||||||
Milestone payments | $ 4,750,000 | |||||||||||||
Royalty expense | 7,000,000 | |||||||||||||
YOFOTO (China) Health Industry Co. Ltd. [Member] | Definitive Licensing And Collaborative Agreement [Member] | Private Placement [Member] | Replicel [Member] | ||||||||||||||
Share capital [Line Items] | ||||||||||||||
Finder's fee | $ 97,441 | |||||||||||||
License period | 15 years | |||||||||||||
Amount invested in private placement | $ 5,090,005 | $ 5,090,005 | ||||||||||||
Share price | $ / shares | $ 0.95 | |||||||||||||
Warrant exercise price | $ / shares | $ 0.95 | |||||||||||||
Percentage of warrant coverage | 20.00% | |||||||||||||
Warrant exercisable period | 2 years | |||||||||||||
Ownership description of shares | 19.9% | over 19.9% | ||||||||||||
Stock Option Plan [Member] | ||||||||||||||
Share capital [Line Items] | ||||||||||||||
Weighted average exercise price of warrants granted in share-based payment arrangement | $ 1.64 | |||||||||||||
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 | 5 years | 5 years | ||||||||||||
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares | $ 0.43 | |||||||||||||
Stock-based compensation | $ 26,275 | $ 326,367 | $ 115,800 | |||||||||||
Weighted average remaining contractual life of outstanding share options | 2 years 10 months 17 days | |||||||||||||
Unrecognized stock based compensation | $ 3,409 | $ 31,285 | ||||||||||||
Stock Option Plan [Member] | Bottom of range [Member] | ||||||||||||||
Share capital [Line Items] | ||||||||||||||
Contractual life of share options granted | 5 years | |||||||||||||
Contractual life of share options vesting | 1 year | |||||||||||||
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares | $ 0.36 | |||||||||||||
Weighted average exercise price of share options outstanding in share-based payment arrangement at beginning of period | $ / shares | $ 0.43 | |||||||||||||
Stock Option Plan [Member] | Top of range [Member] | ||||||||||||||
Share capital [Line Items] | ||||||||||||||
Contractual life of share options granted | 7 years | |||||||||||||
Contractual life of share options vesting | 5 years | |||||||||||||
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares | $ 1.64 | |||||||||||||
Weighted average exercise price of share options outstanding in share-based payment arrangement at beginning of period | $ / shares | $ 8.50 | |||||||||||||
Agent's warrants [Member] | ||||||||||||||
Share capital [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 | |||||||||||||
Non-Brokered Financing [Member] | Agent's warrants [Member] | ||||||||||||||
Share capital [Line Items] | ||||||||||||||
Number of warrants exercised in share-based payment arrangement | Share | 15,000 | |||||||||||||
Corporate finance fee | $ 44,800 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - Preference Shares [Member] | 12 Months Ended |
Dec. 31, 2019CAD ($)shares | |
Disclosure of classes of share capital [line items] | |
Number of purchased preference shares | shares | 325,000 |
Amount of preference shares | $ | $ 130,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | Dec. 31, 2019CAD ($) |
Disclosure Of Detailed Information About income tax [Abstract] | |
Non capital losses | $ 29,517,000 |
Financial Instruments and Ris_3
Financial Instruments and Risk Management (Narrative) (Details) | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2018USD ($) |
Disclosure of detailed information about financial instruments [line items] | ||||
Cash on hand | $ 605 | $ 466 | $ 15,101 | $ 11,069 |
Confidence interval | 1.00% | 1.00% | ||
Value at risk | $ 6 | $ 5 | ||
Accrued liabilities | $ 186,220 | $ 406,942 |
Non-cash Transactions (Narrativ
Non-cash Transactions (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Non cash Transactions [Abstract] | |
Debt extinguishment, amount | $ | $ 559,924 |
Issuance of units for settlement of debt | shares | 1,487,222 |
Events after the Reporting Da_2
Events after the Reporting Date (Narrative) (Details) | Nov. 10, 2020CAD ($)shares | Oct. 09, 2020CAD ($) | Jul. 15, 2020CAD ($)$ / sharesshares | Nov. 30, 2020CAD ($) | Oct. 31, 2020CAD ($)shares | Aug. 31, 2020CAD ($)shares | May 20, 2020CAD ($) | Oct. 19, 2017CAD ($)shares | Feb. 24, 2017CAD ($)shares | Dec. 31, 2019CAD ($)shares | Dec. 31, 2018CAD ($)shares | Dec. 31, 2017CAD ($) | Aug. 31, 2021CAD ($) | Apr. 21, 2021CAD ($) | Jan. 21, 2021CAD ($) | Dec. 15, 2020CAD ($) |
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||
Number of shares issued | shares | 2,815,881 | 2,532,100 | ||||||||||||||
Equity issuance price per share | $ 0.41 | $ 2 | ||||||||||||||
Gross proceeds from private placement | $ 1,154,511 | $ 3,165,264 | $ 974,404 | $ 4,320,497 | ||||||||||||
Number of warrants expired | shares | 0 | 10,027,294 | ||||||||||||||
Weighted average exercise price of warrants expired in share-based payment arrangement | $ 0 | $ 0.83 | ||||||||||||||
Events After Reporting Period [Member] | ||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||
Royalty Description | The royalty right will be equal to (a) 5% of the amounts earned by and paid to the Company from the sale of any of its "NBDS Products" defined as its RCS-01 (NBDS Fibroblast Therapy - Treatment for Aging Skin), RCT-01 (NBDS Fibroblast Therapy - Treatment for Chronic Tendinosis), and any other product which is comprised of the non-bulbar dermal sheath cells patented by the Company, and (b) 20% of the amounts earned by and paid to the Company from the sale of any of its "DSC Products" defined as its RCH-01 (DSC Therapy for Treatment Androgenic Alopecia) and any other product which is comprised of the dermal sheath cup cells patented by the Company. | |||||||||||||||
Number of warrants expired | 1,071,580 | |||||||||||||||
Weighted average exercise price of warrants expired in share-based payment arrangement | $ 0.95 | |||||||||||||||
Canada Emergency Business Account [Member] | Events After Reporting Period [Member] | ||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||
Amount of loan | $ 40,000 | |||||||||||||||
Amount of forgiveness of loan if repaid before maturity | 10,000 | |||||||||||||||
Amount specified for repayment before maturity | $ 30,000 | |||||||||||||||
Extended term of borrowing if not repaid before maturity | 3 years | |||||||||||||||
Interest rate per annum if loan not repaid before maturity | 5.00% | |||||||||||||||
Private Placement [Member] | Events After Reporting Period [Member] | ||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||
Number of shares issued | shares | 3,649,110 | |||||||||||||||
Equity issuance price per share | $ 0.18 | |||||||||||||||
Gross proceeds from private placement | $ 656,840 | |||||||||||||||
Warrant purchase price per share | $ / shares | $ 0.36 | |||||||||||||||
Term of warrant | 3 years | |||||||||||||||
October 2020 Debt Settlement [Member] | Events After Reporting Period [Member] | ||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||
Number of shares issued to creditors | shares | 160,000 | |||||||||||||||
Amount of debt settlement | $ 28,800 | |||||||||||||||
August 2020 Debt Settlement [Member] | Events After Reporting Period [Member] | ||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||
Number of shares issued to creditors | shares | 1,426,491 | |||||||||||||||
Amount of debt settlement | $ 256,769 | |||||||||||||||
Directors or officers [Member] | August 2020 Debt Settlement [Member] | Events After Reporting Period [Member] | ||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||
Number of shares issued to creditors | shares | 1,134,831 | |||||||||||||||
Amount of debt settlement | $ 204,769 | |||||||||||||||
Mainpointe [Member] | RepliCel Injector Product Line [Member] | Events After Reporting Period [Member] | ||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||
Number of shares issued | shares | 4,000,000 | |||||||||||||||
Investments | $ 2,700,000 | |||||||||||||||
Milestone payments | 500,000 | |||||||||||||||
Gross income from sale of the product | 2,000,000 | |||||||||||||||
Net-present value of profit to be earned | 2,000,000 | |||||||||||||||
TSX VENTURE EXCHANGE [Member] | Mainpointe [Member] | RepliCel Injector Product Line [Member] | Events After Reporting Period [Member] | ||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||
Equity issuance price per share | $ 0.675 | |||||||||||||||
Investments | $ 500,000 | $ 300,000 | $ 700,000 | $ 700,000 | $ 500,000 |
Restatement of previously iss_3
Restatement of previously issued consolidated financial statements (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019CAD ($) | |
Restatement Of Previously Issued Consolidated Financial Statements [Abstract] | |
Description of put liability | The put was initially determined to have $nil value for the purposes of the Company's financial statements however management has now determined that the put liability should have been initially recorded at the gross amount that the Company would have an obligation to pay should it be triggered at any time during its 8.5 year term, discounted at an appropriate discount rate. |
Discount rate on put liability | 23.00% |
Present value put upon issuance | $ 520,426 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disclosure of detailed information about estimated useful life or depreciation rate (Details) | 12 Months Ended |
Dec. 31, 2019 | |
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% |
Equipment - Disclosure of detai
Equipment - Disclosure of detailed information about property, plant and equipment (Details) - CAD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | $ 8,167 | |
Property, plant and equipment at end of period | 5,999 | $ 8,167 |
Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [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] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 47,833 | 44,835 |
Depreciation | 2,168 | 2,998 |
Property, plant and equipment at end of period | 50,001 | 47,833 |
Furniture and Equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 2,816 | |
Property, plant and equipment at end of period | 2,253 | 2,816 |
Furniture and Equipment [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [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] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 11,433 | 10,729 |
Depreciation | 563 | 704 |
Property, plant and equipment at end of period | 11,996 | 11,433 |
Computer Equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 5,351 | |
Property, plant and equipment at end of period | 3,746 | 5,351 |
Computer Equipment [Member] | Cost [Member] | ||
Disclosure of detailed information about property, plant and equipment [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] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Property, plant and equipment at beginning of period | 36,400 | 34,106 |
Depreciation | 1,605 | 2,294 |
Property, plant and equipment at end of period | $ 38,005 | $ 36,400 |
Share Capital - Disclosure of d
Share Capital - Disclosure of detailed information about options, valuation assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2019CAD ($)Year$ / shares | Dec. 31, 2018CAD ($)Year$ / shares | Dec. 31, 2017CAD ($)Year$ / shares | |
Disclosure Of Detailed Information About Share Capital [Abstract] | |||
Risk fee rate | 0.00% | 2.19% | 1.11% |
Expected life (years) | Year | 0 | 5 | 5 |
Volatility | 0.00% | 104.00% | 154.00% |
Expected Dividend | $ 0 | $ 0 | $ 0 |
Expected forfeiture rate | 0.00% | 0.00% | 0.00% |
Exercise price | $ / shares | $ 0 | $ 0.43 | $ 1.64 |
Grant date fair value | $ 0 | $ 0.33 | $ 1.54 |
Share Capital - Disclosure of n
Share Capital - Disclosure of number and weighted average exercise prices of share options (Details) | Aug. 01, 2018shares | Jul. 31, 2018shares | Dec. 31, 2019shares$ / shares | Dec. 31, 2018shares$ / shares | Dec. 31, 2017shares$ / shares | Dec. 31, 2016shares$ / shares | Dec. 31, 2015shares |
Disclosure Of Detailed Information About Share Capital [Abstract] | |||||||
Number of share options outstanding in share-based payment arrangement at beginning of period | shares | 2,080,000 | 1,400,000 | 1,417,000 | ||||
Weighted average exercise price of share options outstanding in share-based payment arrangement at beginning of period | $ / shares | $ 0.79 | $ 2.04 | $ 2.89 | ||||
Number of share options granted in share-based payment arrangement | shares | 50,000 | 1,060,000 | 1,110,000 | 1,110,000 | 75,000 | 1,025,000 | 15,000 |
Weighted average exercise price of share options granted in share-based payment arrangement | $ / shares | $ 0.43 | $ 1.64 | |||||
Number of share options expired in share-based payment arrangement | shares | (77,000) | ||||||
Weighted average exercise price of share options expired in share-based payment arrangement | $ / shares | $ 0.65 | ||||||
Number of share options cancelled in share-based payment arrangement | shares | (250,000) | (430,000) | (15,000) | ||||
Weighted average exercise price of share options cancelled in share-based payment arrangement | $ / shares | $ 0.91 | $ 0.69 | $ 0.99 | ||||
Number of share options outstanding in share-based payment arrangement at end of period | shares | 1,830,000 | 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 | $ / shares | $ 0.77 | $ 0.79 | $ 2.04 | $ 2.89 | |||
Number of share options exercisable in share-based payment arrangement | shares | 1,755,000 | 1,905,000 | 1,400,000 | ||||
Weighted average exercise price of share options exercisable in share-based payment arrangement | $ / shares | $ 0.79 | $ 0.82 | $ 2.04 |
Share Capital - Disclosure of_2
Share Capital - Disclosure of detailed information about warrants outstanding (Details) | Dec. 31, 2019shares$ / shares | Dec. 31, 2018shares$ / shares | Dec. 31, 2017shares$ / shares |
Share capital [Line Items] | |||
Number of warrants outstanding in share-based payment arrangement | shares | 3,793,184 | 3,793,184 | 12,748,898 |
Weighted average exercise price of warrants outstanding in share-based payment arrangement | $ / shares | $ 1.70 | $ 1.70 | $ 1.50 |
February 24, 2017 [Member] | |||
Share capital [Line Items] | |||
Number of warrants outstanding in share-based payment arrangement | shares | 2,721,604 | ||
Weighted average exercise price of warrants outstanding in share-based payment arrangement | $ / shares | $ 2 | ||
October 9, 2020 [Member] | |||
Share capital [Line Items] | |||
Number of warrants outstanding in share-based payment arrangement | shares | 1,071,580 | ||
Weighted average exercise price of warrants outstanding in share-based payment arrangement | $ / shares | $ 0.95 |
Share Capital - Disclosure of_3
Share Capital - Disclosure of detailed information about warrants, activity (Details) | 12 Months Ended | |
Dec. 31, 2019CAD ($)shares$ / shares | Dec. 31, 2018CAD ($)shares$ / shares | |
Components Of Warrants [Line Items] | ||
Number of warrants outstanding in share-based payment arrangement at beginning of period | 3,793,184 | 12,748,898 |
Weighted average exercise price of warrants outstanding in share-based payment arrangement at beginning of period | $ / shares | $ 1.70 | $ 1.50 |
Number of warrants granted in share-based payment arrangement | 1,071,580 | |
Weighted average exercise price of warrants granted in share-based payment arrangement | $ | $ 0.95 | |
Number of warrants expired in share-based payment arrangement | 0 | (10,027,294) |
Weighted average exercise price of warrants expired in share-based payment arrangement | $ | $ 0 | $ 0.83 |
Number of warrants outstanding in share-based payment arrangement at end of period | 3,793,184 | 3,793,184 |
Weighted average exercise price of warrants outstanding in share-based payment arrangement at end of period | $ / shares | $ 1.70 | $ 1.70 |
Share Capital - Disclosure of_4
Share Capital - Disclosure of detailed information about warrants, valuation assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2019CAD ($)Year$ / shares | Dec. 31, 2018CAD ($)Year$ / shares | Dec. 31, 2017CAD ($)Year$ / shares | |
Risk fee rate | 0.00% | 2.19% | 1.11% |
Expected life (years) | Year | 0 | 5 | 5 |
Volatility | 0.00% | 104.00% | 154.00% |
Expected Dividend | $ 0 | $ 0 | $ 0 |
Expected forfeiture rate | 0.00% | 0.00% | 0.00% |
Exercise price | $ / shares | $ 0 | $ 0.43 | $ 1.64 |
Grant date fair value | $ 0 | $ 0.33 | $ 1.54 |
Warrants [Member] | |||
Risk fee rate | 0.00% | 2.31% | |
Expected life (years) | Year | 0 | 2 | |
Volatility | 0.00% | 104.00% | |
Expected Dividend | $ 0 | $ 0 | |
Expected forfeiture rate | 0.00% | 0.00% | |
Exercise price | $ / shares | $ 0 | $ 0.95 | |
Grant date fair value | $ 0 | $ 0.45 |
Related Party Transactions - Di
Related Party Transactions - Disclosure of detailed information about trade and other payables (Details) - CAD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of transactions between related parties [line items] | ||
Payables to related parties | $ 107,302 | $ 726,501 |
Companies controlled by directors of Company [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Payables to related parties | 48,375 | 214,361 |
Directors or officers of Company [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Payables to related parties | $ 58,927 | $ 512,140 |
Related Party Transactions - _2
Related Party Transactions - Disclosure of transactions between related parties (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related party transactions [abstract] | |||
Research and development | $ 166,023 | $ 125,000 | $ 180,000 |
General and administrative expense | 0 | 247,000 | 33,000 |
Related party transactions | $ 166,023 | $ 372,000 | $ 213,000 |
Related Party Transactions - _3
Related Party Transactions - Disclosure of information about key management personnel (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related party transactions [abstract] | |||
General and administrative - salaries and contracts | $ 336,000 | $ 380,435 | $ 240,000 |
Directors' fees | 70,500 | 54,750 | 55,000 |
Stock-based compensation | 26,275 | 293,367 | 115,800 |
Key management compensation | $ 432,775 | $ 728,552 | $ 410,800 |
Income Taxes - Disclosure of de
Income Taxes - Disclosure of detailed information about tax expense (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Deferred tax expense | $ 0 | $ 0 | $ 0 |
Total | 0 | 0 | 0 |
Canadian [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Current tax expense | 0 | 0 | 0 |
Foreign [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Current tax expense | $ 0 | $ 0 | $ 0 |
Income Taxes - Disclosure of _2
Income Taxes - Disclosure of detailed information about effective income tax expense recovery (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Major components of tax expense (income) [abstract] | |||
Net income (loss) for the year before taxes | $ (3,004,159) | $ (2,783,866) | $ (6,014,330) |
Combined federal and provincial income tax rate | 27.00% | 27.00% | 26.00% |
Expected income tax expense (recovery) | $ (811,000) | $ (751,000) | $ (1,564,000) |
Increase (decrease) resulting from | |||
Non-deductible and others items | (48,000) | 30,000 | (313,000) |
Change in unrecognized deferred tax assets | 859,000 | 721,000 | 1,877,000 |
Income tax expense | $ 0 | $ 0 | $ 0 |
Income Taxes - Disclosure of _3
Income Taxes - Disclosure of deferred taxes (Details) - CAD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax asset (liability) | $ 0 | $ 0 |
Non-capital losses [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 7,970,000 | 7,048,000 |
Equipment and other [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 224,000 | 224,000 |
Temporary differences relating to intellectual property costs [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 0 | 0 |
Foreign tax credit [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 412,000 | 412,000 |
Un-deducted SR&ED expenditure pool [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 412,000 | 412,000 |
Investment tax credit [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 196,000 | 196,000 |
Share issuance costs [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | 149,000 | 226,000 |
Unrecognized deferred tax assets [Member] | ||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | ||
Deferred tax assets | $ (9,363,000) | $ (8,518,000) |
Income Taxes - Disclosure of _4
Income Taxes - Disclosure of detailed information about non-capital losses (Details) | Dec. 31, 2019CAD ($) |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | $ 29,517,000 |
2026 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 6,000 |
2027 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 16,000 |
2028 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 533,000 |
2029 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 863,000 |
2031 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 1,664,000 |
2032 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 2,290,000 |
2033 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 39,000 |
2034 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 3,908,000 |
2035 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 4,356,000 |
2036 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 3,583,000 |
2037 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 6,062,000 |
2038 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | 2,790,000 |
2039 [Member] | |
Non Capital Losses By Year Of Expiry [Line Items] | |
Non capital losses | $ 3,407,000 |
Financial Instruments and Ris_4
Financial Instruments and Risk Management - Disclosure of detailed information about contractual maturities of financial liabilities (Details) - CAD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure of maturity analysis for derivative financial liabilities [line items] | ||
Accounts payable and accrued liabilities | $ 747,582 | $ 1,277,642 |
Preference shares | 449,287 | |
Financial liabilities | 1,909,131 | |
Within 1 year [Member] | ||
Disclosure of maturity analysis for derivative financial liabilities [line items] | ||
Accounts payable and accrued liabilities | 741,313 | |
Within 2 to 5 years [Member] | ||
Disclosure of maturity analysis for derivative financial liabilities [line items] | ||
Preference shares | 449,287 | |
Put Liability [Member] | Greater than 5 years [Member] | ||
Disclosure of maturity analysis for derivative financial liabilities [line items] | ||
Financial liabilities | $ 718,531 |
Restatement of previously iss_4
Restatement of previously issued consolidated financial statements - Disclosure of detailed Information about restatement of consolidated statement of financial position (Details) - CAD ($) | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Consolidated statement of financial position | ||||||
Contract asset, current | $ 35,374 | $ 35,374 | $ 35,374 | $ 35,374 | ||
Current assets | 233,247 | 658,540 | 1,654,434 | 3,014,140 | ||
Contract asset, non-current | 266,221 | 283,910 | 292,753 | 301,595 | ||
Total assets | 505,467 | 949,533 | 1,954,812 | 3,323,902 | ||
Contract liability, current | 353,735 | 353,735 | 353,735 | 353,735 | ||
Current liabilities | 1,550,604 | 878,928 | 887,090 | 1,631,377 | ||
Put liability | 718,531 | 643,946 | 609,610 | 577,104 | ||
Contract liability, non-current | 2,662,219 | 2,839,087 | 2,927,521 | 3,015,954 | ||
Total liabilities | 4,931,354 | 4,361,961 | 4,424,221 | 5,224,435 | ||
Common shares | 27,529,531 | 27,572,615 | 27,572,615 | 27,077,001 | ||
Accumulated deficit | (36,578,042) | (35,361,422) | (34,410,675) | (33,573,883) | ||
Total shareholders' deficiency | (4,425,887) | (3,412,428) | (2,469,409) | (1,900,533) | $ (319,997) | $ 1,206,450 |
Total liabilities and shareholders' deficiency | 505,467 | 949,533 | 1,954,812 | 3,323,902 | ||
Previously stated [Member] | ||||||
Consolidated statement of financial position | ||||||
Contract asset, current | 25,261 | 25,261 | 25,261 | 25,261 | ||
Current assets | 223,134 | 648,427 | 1,644,321 | 3,004,027 | ||
Contract asset, non-current | 189,976 | 202,607 | 208,922 | 215,237 | ||
Total assets | 419,109 | 858,117 | 1,860,868 | 3,227,431 | ||
Contract liability, current | 252,609 | 252,609 | 252,609 | 252,609 | ||
Current liabilities | 1,449,479 | 777,802 | 785,964 | 1,530,251 | ||
Put liability | 0 | 0 | 0 | 0 | ||
Contract liability, non-current | 1,899,754 | 2,026,059 | 2,089,211 | 2,152,363 | ||
Total liabilities | 3,349,233 | 2,803,861 | 2,875,175 | 3,682,614 | ||
Common shares | 28,960,095 | 29,003,179 | 29,003,179 | 28,507,565 | ||
Accumulated deficit | (36,512,843) | (35,325,302) | (34,386,137) | (33,559,097) | ||
Total shareholders' deficiency | (2,930,124) | (1,945,744) | (1,014,307) | (455,183) | ||
Total liabilities and shareholders' deficiency | $ 419,109 | $ 858,117 | $ 1,860,868 | $ 3,227,431 |
Restatement of previously iss_5
Restatement of previously issued consolidated financial statements - Disclosure of detailed Information about restatement of consolidated statement of comprehensive loss (Details) - CAD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated statement of comprehensive loss | ||||||
Licensing fees | $ 88,435 | $ 88,434 | $ 176,869 | $ 353,735 | $ 167,661 | |
General and administrative | 276,276 | 248,089 | 523,741 | 1,084,212 | 2,155,809 | $ 3,450,193 |
Accretion on put liability | 34,337 | 32,506 | 66,842 | 141,427 | 56,678 | |
Net and comprehensive loss | $ (950,748) | $ (370,409) | $ (1,787,539) | $ (3,004,159) | $ (2,783,866) | $ (6,014,330) |
Basic and diluted loss per share (in dollars per share) | $ (0.04) | $ (0.02) | $ (0.08) | $ (0.12) | $ (0.13) | $ (0.32) |
Weighted average shares outstanding (in shares) | 23,485,794 | 23,485,794 | 23,447,545 | 24,107,122 | 21,853,646 | 18,680,021 |
Previously stated [Member] | ||||||
Consolidated statement of comprehensive loss | ||||||
Licensing fees | $ 63,153 | $ 63,152 | $ 126,305 | $ 252,609 | $ 121,114 | |
General and administrative | 273,748 | 245,561 | 518,685 | 1,074,100 | 2,151,154 | |
Accretion on put liability | 0 | 0 | 0 | 0 | 0 | |
Net and comprehensive loss | $ (939,165) | $ (360,657) | $ (1,766,205) | $ (2,953,746) | $ (2,769,080) | |
Basic and diluted loss per share (in dollars per share) | $ (0.03) | $ (0.01) | $ (0.07) | $ (0.11) | $ (0.12) | |
Weighted average shares outstanding (in shares) | 27,057,727 | 270,577.27 | 27,019,478 | 27,679,055 | 22,661,001 |
Restatement of previously iss_6
Restatement of previously issued consolidated financial statements - Disclosure of detailed Information about restatement of consolidated statement of cash flows (Details) - CAD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated statement of cash flows | |||
Net cash used in operating activities | $ (2,781,840) | $ 524,038 | $ (5,385,742) |
Net cash from financing activities | 415,998 | 1,397,390 | $ 4,372,083 |
Previously stated [Member] | |||
Consolidated statement of cash flows | |||
Net cash used in operating activities | (386,099) | ||
Net cash from financing activities | $ 0 | $ (2,307,527) |
Restatement of previously iss_7
Restatement of previously issued consolidated financial statements - Disclosure of detailed Information about restatement of consolidated statements of changes in equity (deficiency) (Details) - CAD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated statements of changes in equity (deficiency) | |||||||
Common shares | $ 27,572,615 | $ 27,572,615 | $ 27,572,615 | $ 27,529,531 | $ 27,077,001 | ||
Net loss | (950,748) | (370,409) | (1,787,539) | (3,004,159) | (2,783,866) | $ (6,014,330) | |
Accumulated deficit | (35,361,422) | (34,410,675) | (35,361,422) | (36,578,042) | (33,573,883) | ||
Total shareholders' deficiency | (3,412,428) | (2,469,409) | (3,412,428) | (4,425,887) | (1,900,533) | $ (319,997) | $ 1,206,450 |
Previously stated [Member] | |||||||
Consolidated statements of changes in equity (deficiency) | |||||||
Common shares | 29,003,179 | 29,003,179 | 29,003,179 | 28,960,095 | 28,507,565 | ||
Net loss | (939,165) | (360,657) | (1,766,205) | (2,953,746) | (2,769,080) | ||
Accumulated deficit | (35,325,302) | (34,386,137) | (35,325,302) | (36,512,843) | (33,559,097) | ||
Total shareholders' deficiency | $ (1,945,744) | $ (1,014,307) | $ (1,945,744) | $ (2,930,124) | $ (455,183) |