Share Capital [Text Block] | 12. Share Capital a) Authorized: Unlimited common shares without par value Unlimited preferred shares without par value b) Issued and Outstanding: As at December 31, 2020, there were 33,523,307 common shares issued and outstanding. 1,785,967 common shares issued in connection with the Licensing and Collaboration agreement with YOFOTO (note 8) are subject to a put option and are therefore classified as a liability. During the year-ended December 31, 2020: i) Private Placement On July 15, 2020, the Company closed a 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 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 th The Company did not pay any finder's fees in connection with the Offering. ii) Shares for debt In August 2020, the company issued 1,426,491 common shares (each, a "Share") in settlement of $256,769 owing to various creditors (the "August Debt Settlement") after receipt of approval from the TSX Venture Exchange (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 Debt Settlement. Of the $256,769 debt settlement, $204,769 was owed to directors or officers of the Company. In October 2020, the Company issued 160,000 common shares (each, a "Share") in settlement of $ 28,800 owing to a certain creditor (the "October debt settlement" after receipt of approval from the TSX Venture Exchange (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 the closing of the October Debt Settlement. The Company reported a gain on the October debt settlement in the amount of $800. During the year-ended December 31, 2019: iii) 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. These 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 were 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. iv) 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. These 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 were 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: v) In 2018, the Company signed the definitive agreement with YOFOTO to commercialize three of RepliCel's programs in Greater China (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 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. 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, 2018 to December 31, 2020 There were no stock options granted during the year ended December 31, 2020 and December 31, 2019. The Company granted 1,060,000 (on July 31, 2018) and 50,000 (on August 1, 2018) stock options to certain directors, officers, consultants and employees of the Company 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. The weighted-average grant date fair value of options granted was estimated using the following weighted average assumptions: 2020 2019 2018 Risk fee rate — — 2.19% Expected life (years) — — 5 Volatility — — 104% Expected Dividend $— $— $— Expected forfeiture rate 0% 0% 0% Exercise price $— $— $0.43 Grant date fair value $— $— $0.33 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 $3,397 (2019: $26,275; 2018: $326,367), as stock based compensation expense for stock options granted under the Company's Stock Option Plan for the years ended December 31, 2020, 2019 and 2018. A summary of the status of the stock options outstanding under the Company Stock Option Plan for the years ended December 31, 2020, 2019 and 2018 are as follows: Number of Options Weighted Average Outstanding, January 1, 2020 1,830,000 $ 0.51 Cancelled (100,000 ) 0.52 Outstanding, December 31, 2020 1,730,000 0.51 Exercisable, December 31, 2020 1,730,000 $ 0.51 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 0.51 Exercisable, December 31, 2019 1,755,000 $ 0.54 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 As at December 31, 2020, 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 years. The remaining unrecognized stock-based compensation as of December 31, 2020 was $ Nil f) Warrants The number of warrants outstanding at December 31, 2020 and 2019, each exercisable into one common share, is as follows: Warrants Weighted Expiry Date July 15, 2020 1,824,555 $0.36 July 15, 2023 Outstanding, December 31, 2020 1,824,555 $ 0.36 Warrants Outstanding Weighted Average 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 Expired (3,793,184 ) 1.70 Issued 1,824,555 0.36 Outstanding, December 31, 2020 1,824,555 $ 0.36 The weighted-average grant date fair value of warrants issued was estimated using the following weighted average assumptions: December 31, December 31, December 31, 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 — — $0.95 |